From: Michael and Carrie Williams [MikeWilliams@austin.rr.com]
Sent: Sunday, September 22, 2002 5:28 PM
To: rule-comments@sec.gov
Subject: Re: Petition for Rulemaking (SEC File No. 4-461)

Hon Mr. Pitt,

I've read your comments recently where you stated that you were surprised
that CEOs of several companies had violated their trust and demonstrated a
complete lack of integrity.  Your comments and reputation for integrity lead
me to believe that we both pre-judge people to be good, unless proven
otherwise.  I was certainly guilty of that "sin" when I was an Air Force
unit commander.  I hope you were just as shocked as I was to learn that many
"pillars of the community" are turning out to be worse than common thieves.
Worse, because a common thief only takes a few items that can be replaced by
insurance.  A few corporate thieves have completely wiped out the retirement
accounts of countless hard-working Americans.

The growing number of scandals hit home this week, as my wife's retirement
account was wiped out.  The CEO of a former conservative, dividend-paying
public power company pushed through the divestiture of all energy assets to
re-emerge as a telecom.  He made sure that he structured the change so that
he and his executive team were rewarded to the tune of more than $6 million
in cash during a quarter when the company experienced an operating loss that
depleted half of their remaining current assets.  This was approved by his
hand-picked board of directors and was in addition to his more-than-adequate
salary and stock options and in spite of the fact that he drove the stock
price from $65 to 69 cents a share.  I can't help but believe that the
"independent" board of directors, like many others, is nothing more than a
sham--they exist to rubber stamp the CEOs recommendations.  I know that
we've never been able to nominate a candidate for the board and we've never
had more than one candidate on the ballot (nominated by the existing board)
since we purchased the stock in 1994.

It's time that the SEC stop allowing public corporations to conduct their
board of director elections as they were a communist politburo.  SEC Rule
14a-(8)(i)(8) specifically allows public corporations to exclude director
nominations from shareholders.

Mr. Pitt, I'm not a radical, a "Green", a liberal, or even a Democrat.  I
was a Texas Republican precinct leader in 1976, when Republicans combined
several precinct voting locations and STILL counted ballots by hand.  I
voted for, and highly respect our President, and I know that he is carrying
a tremendous load.  However, I'm beginning (only beginning, mind you) to
wonder if he or you are up to the job of cleaning up the mess left over by
corporate executive malfeasance.  Arresting the WorldCom CFO was a good
start, but it was only a small (and feeble) beginning.  I don't desire blood
in the streets, but I sure would like to see the SEC force public
corporation boards of directors to work for their shareholders, not the
"good old boys".  Rescinding Rule 14a-(8)(i)(8) would be a good start.

Thank you,

Michael D. Williams, MBA
Lt Col, USAF (ret)

(Note:  This e-mail originally sent by me to chairman's e-mail address on
8/3/02)