Investors and consumer finance executives are saying that the highest paid chief executive in America should be forced to give back some of last year's bonus.

Lawrence Coss, chief executive of manufactured home lender Green Tree Financial Corp., was compensated more $102 million in 1996, largely because of a 1991 agreement that hands him 2.5% of the company's pretax income.

The courts have dismissed earlier claims that the compensation was excessive, and Mr. Coss' compensation structure was changed so his 1997 pay did not depend so much on earnings. But Green Tree's announcement Thursday that it was taking a $150 million charge re-ignited the controversy.

"At some point in 1996, the company realized it had a problem, but it did nothing," said one former investor. "If the company had used the right assumption to begin with, (Mr. Coss) would have made a lot less money in 1996."

The $150 million charge was taken to cover losses resulting mostly from loans made in early 1995 which were prepaying faster than the company had assumed. But it wasn't until a conference call Friday morning, when Green Tree spelled out its assumptions, that anyone realized the size of the difference between the accounting and reality.

Green Tree had been assuming that 6% of its loans would prepay after 24 months, the company said. But, financial statements about loan performance reveal that several pools of loans originated in early 1995 carried more than 10% prepayment rates, when they were only 14 months old.

Green Tree is not considering asking senior management to return any portion of last year's bonus, said president Robert Potts. "All of our senior management are significant owners of stock-there is no talk of adjusting bonuses," he said.

Shareholder attorneys, however, said they may go to court to force a change.

"There are a lot of lawyers considering a lawsuit," said Arthur Susman, of Susman, Buehler, & Watkins, the Chicago-based firm that filed a shareholder suit against Green Tree earlier this year on the basis of Mr. Coss' 1996 compensation. A suit is certain to be filed, it's just a question of when and who, Mr. Susman said.

The company is standing by its notoriously private chief executive. Mr. Coss was scheduled to appear at a Piper Jaffray conference in New York Tuesday, but other company executives were on hand instead to turn aside a volley of investor questions.

Reports that Mr. Coss delayed announcing that the company was going to have to take a writeoff to pull in a bigger bonus are "absolute nonsense," said John Dolphin, Green Tree's vice president of investor relations. "Larry Coss's net worth went down $50 million on Friday . . .he suffered along with the rest of us."

Detractors say, however that Mr. Coss still wound up ahead, because last year's compensation package gave him two million extra shares.

Some complained that by refusing to budge on compensation, Mr. Coss is tarnishing the industry.

"I think he's given everyone that's been associated with Green Tree a black eye-not just the manufactured housing industry but all of corporate America," said one corporate finance senior executive. "In my opinion, he took millions he didn't deserve. There shouldn't have to be a public and moral outrage for him to give it back."

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