S7-19-03From: Carrell Killebrew [ckillebr@ati.com]
Sent: Thursday, October 30, 2003 7:31 PM
To: 'rule-comments@sec.gov'
Subject: S7-19-03

The proposed ruling does not go far enough to remedy the current imbalance 
wherein BODs are largely captive to senior management.

The triggers are too high and the response time is too long.  The end result 
will be the status quo up to the point where companies are destroyed, which 
is no different than today's system.

Instead the SEC should require a minimum representation of outside BOD candidates 
winnowed out through a "primary" process.  The current BOD would be able to comment 
upon the qualifications of said candidates.  Outside candidates are defined as 
parties having no beneficial connection with the company, it's current officers, 
its current BOD, or other entities with a substantial business relationship with 
the company.  This does not require that a percentage of the BOD be elected from 
this group, but rather than such candidates be available in every BOD election.

Give shareholders alternative choices please.

Thank You,

Carrell R. Killebrew, Jr.