Sent: Tuesday, September 10, 2002 2:16 AM
Subject: Rulemaking Petition (SEC File No. 4-461)

Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549



Dear Mr. Katz:

I am writing to express my STRONG support for the Petition for
Rulemaking (SEC File No. 4-461) made by The Committee of
Concerned Shareholders and James McRitchie.

It has become ever more apparent in the past year that corporate
boards of directors are far too often "rubber stamps" for the CEO
and upper management. Increasingly, nominees to these boards
consist of friends and/or close business associates of the CEO,
and the first act, upon disagreement with any current board
member, is to remove that individual from the "nominee" list at
the next shareholder meeting.

I would direct you to the recent announcement that Walter Hewlett
would not be nominated for re-election to the Hewlett-Packard
Board of Directors after the merger with Compaq had taken place.
While I have no comments regarding this highly publicized merger
"debate,"  I do find it a classic example of CEO's and Boards of
Directors acting to remove dissenting voices from their ranks to
the great detriment of the shareholders.

I would plead that you recognize the real need for shareholders
to have this avenue available to them in order that they may
exercise their "rights" and concerns as the TRUE OWNERS of the
corporation(s) they have invested in.

Sincerely,

Paul Barker