Bowing to criticism of the secretive way it compensates its chief executive, the board of the New York Stock Exchange disclosed yesterday that its top executive, Richard A. Grasso, would receive lump- sum payments totaling $140 million in accrued savings and incentives, in addition to a base salary of $1.4 million and a bonus of at least $1 million.

The disclosure of the compensation — the first in the exchange's 200-year history — has raised new questions about the size of Mr. Grasso's pay and the guaranteed rate of return that investor watchdogs say the exchange has applied to his deferred compensation.

Corporate governance experts said yesterday that the big payout was highly unusual for the head of a regulatory body.

While these experts praised the exchange's decision to disclose the details of Mr. Grasso's compensation, they regarded the $140 million payment as overly generous, all the more so because it was all cash and being awarded before his retirement. Typically, large payouts to corporate executives include significant amounts of stock and come at the end of a long career.

"This is a phenomenal unrisked return for the head of a quasipublic organization," said Charles M. Elson, chairman of the corporate governance program at the University of Delaware. "It's really a staggering sum because it's cash that was never at risk. It's mind boggling, more of an entrepreneur's fortune, and may well be more than the earnings of some of the companies that trade on the exchange."

An official close to the exchange board said Mr. Grasso's previous contract included a guaranteed 8 percent annual return on the portion of his compensation that he deferred each year.

Such a return, in a period of low interest rates, contributed to a sharp increase in his deferred savings in recent years.

While the stock exchange would not confirm the return rate, a banker close to the board said there were sound economic reasons the board asked Mr. Grasso to rip up his old contract.

Mr. Grasso was traveling yesterday and unavailable to respond to criticism of his compensation. In a statement yesterday, Mr. Grasso said that he took the $140 million payments for financial planning purposes. "At this time," his statement said, "I thought it advisable in order to facilitate personal financial and estate planning to withdraw my accumulated deferred compensation, savings and retirement benefits, which are subject to full income taxes."

Sarah Teslik, executive director for the Council of Institutional Investors, an organization representing investor interests, said: "It looks as if the board is doing its job. They inherited an awfully generous contract. It just does not look good to investors, regulators or broker-dealers to see that amount of money compiling at such a rate."

The exchange disclosed Mr. Grasso's salary and bonus details in tandem with its decision to award Mr. Grasso a contract that would expire in May 2007, replacing one set to expire in 2005.

While the exchange has never formally disclosed Mr. Grasso's compensation, he is reported to have been paid about $12 million in 2002 and $15 million to $20 million in 2001.

Such amounts led to an outcry, as they are more in line with what chief executives of public corporations are paid and are far above the pay of top officials at the Securities and Exchange Commission, NASD and even Nasdaq, a primary competitor to the Big Board. The New York Stock Exchange, the world's largest stock exchange, is not a publicly traded entity, and serves more as a quasipublic institution with an important regulatory function.

The disclosure comes as part of a broader overhaul effort under way at the exchange to bring its corporate governance practices in line with more rigorous standards.

Earlier this year, the exchange announced a wholesale shake-up of its compensation committee, which included the chief executives of Wall Street's top firms, among them James E. Cayne of Bear, Stearns; Henry M. Paulson Jr. of Goldman, Sachs; and David H. Komansky, formerly of Merrill Lynch. The leader of the committee was Kenneth G. Langone, director and founder of Home Depot, where Mr. Grasso was also a director. Mr. Grasso has said he will leave the Home Depot board.

All those executives left the committee, which is now led by H. Carl McCall, the former comptroller for New York State who is vice chairman of HealthPoint Partners, a private equity fund. Its other fresh faces include Herbert M. Allison Jr., the chief executive of TIAA-CREF, the teacher's pension fund. HealthPoint and TIAA-CREF are not regulated by the N.Y.S.E.

The committee has also started a formal review, according to Mr. McCall, in which it will scrutinize all the factors that go into determining Mr. Grasso's compensation, including the formula used to calculate his deferred compensation payout. It aims to announce its findings at the end of the year when Mr. Grasso's compensation package for 2003 is disclosed.

"What the board did was to agree to extend his contract and permit him to draw down the accumulated benefits over 36 years," Mr. McCall said. "We thought that it was important to get this out and disclose it. We are committed to complete transparency."

He added that the board remained happy with Mr. Grasso and that the new contract was signed to keep Mr. Grasso from leaving the exchange.

"I think the board is very pleased with the leadership he has provided," Mr. McCall said. "We want to make sure that we retain his leadership at the N.Y.S.E."

Despite the controversy, Mr. Grasso's supporters point to his leadership in the days after Sept. 11 and in the recent blackout. They say as well that under his leadership, the Big Board has flourished, doubling market capitalization to its current level of $14.8 trillion.

"After 9/11 people couldn't say enough about him," said Roberta S. Karmel, a former N.Y.S.E. director. "Deferred compensation can add up to a lot of money, but I think being chairman of the N.Y.S.E. has more similar aspects to being a corporate executive as opposed to a government regulator."

N.Y.S.E. officials say that Mr. Grasso accumulated the large sum by deferring significant components of his bonuses over the 20 years he has served as a top executive at the institution, starting in 1983 when he became an executive vice president and up to and beyond 1995 when he became chairman.

Under the old contract, he would have been allowed to draw down his savings in 2005. But, with his guaranteed rate of return, his deferred compensation pool was growing at a much higher rate than would be offered by today's low interest rates. Accordingly, it was in the stock exchange's interests to redo his contract with a formula more in tune with today's financial environment.

A banker close to the board said that Mr. Grasso cooperated fully with the board's proposal and asked that he be able to collect the payments now as opposed to 2007, the contract's end, which would be general practice.