From: Musgrove, Arthur [aj.musgrove@iona.com]
Sent: Tuesday, November 05, 2002 4:13 PM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

Honorable Mr. Pitt,
 
I understand these are trying times for you and your organization. While 
making your decisions on cleaning up our corporate messes, I request that 
you consider market based solutions. I firmly believe the market is effective 
and efficient so long as its participants have all the information they need 
to make decisions.
 
This requires effective and truly independent directors that are willing and 
able to provide real oversight - with teeth. I am appalled that Rule 14a-8(i)8 
specifically allows directors nominated by shareholders to be excluded from 
he company's ballot (that is paid for with shareholders' money). Shareholders 
are the owners of corporations, not managers and directors. When a shareholder 
proposes a director, other shareholders should be given reasonable opportunity 
to consider them - the cost of an individual proxy solicitation is not reasonable.
 
Directors that are nominated by managers or directors are beholden to them. As a 
shareholder, I want to have a real chance to pick my own directors.
 
I am a Texas Republican who supports your organization and our President. I ask 
in return this administration provide me the protection I am due. It can start 
by rescinding Rule 14a-8(i)8.
 
Arthur J. Musgrove
 
13907 Montfort #2326
Dallas, TX 75240
Mobile: +1 (214) 497-4229
E-Mail: aj.musgrove@iona.com
 
NOTE: Statements and opinions expressed herein do not necessarily represent 
those of my employer.