From: Neil Wollman [njwollman@manchester.edu]
Sent: Sunday, September 29, 2002 11:17 PM
To: rule-comments@sec.gov
Cc: plgreen@worldnet.att.net; jm@corpgov.net
Subject: Petition for Rulemaking (SEC File No. 4-461)

Dear Mr. Katz:

Most of the reforms in corporate governance and in socially responsible 
investing have aimed at the symptoms, not the root cause. It does no 
good to double the penalties for corporate fraud if you can't convict 
more than a few of the sloppiest players.  By the same token, we can't 
submit shareholder resolutions on every possible social issue.  What we 
need are responsible directors on corporate boards. Since most directors 
are beholden to management for their position, they won't ask the "tough 
questions," even though they owe a fiduciary and moral duty to 
shareholders and society to ask those questions.  Shareholder nominated 
candidates are more likely to be in touch with the needs of shareholders 
and society alike. Sincerely, Neil Wollman

Professor Neil Wollman, Ph.D.
Senior Fellow, Peace Studies Institute,
and Professor Of Psychology
Manchester College, North Manchester, IN 46962