File No. S7-19-03From: Kalaidjian, Emma [EKALAIDJ@allstate.com]
Sent: Tuesday, December 23, 2003 3:33 PM
To: rule-comments@sec.gov
Cc: Hager, Jennifer; McGinn, Mary
Subject: File No. S7-19-03

Re: File No. S7-19-03 

Ladies and Gentlemen: 

We share the concerns expressed in the comment letter submitted yesterday 
by the American Society of Corporate Secretaries. We believe that a contested 
election is not the best way to select qualified board members or to improve 
corporate governance. An independent governance committee is best suited to 
select qualified directors with the unique mix of skills and experience needed 
to oversee a public company.

Contested elections will no doubt unnecessarily politicize the process, as 
shareholder nominees will inevitably be agents for special interest  agendas 
rather than for the interests of all shareholders. Directors should represent 
all shareholders, not a particular interest group. Partisanship and special 
interests could ultimately interfere with the effective functioning of the 
board, contrary to the common interests of the company and all of its 
shareholders.

We also think that the thresholds for triggering a shareholder nomination, 
as proposed, are too low. They could result in frequent contested elections, 
even for companies that are performing well.  Annual election contests would 
be distracting and costly and could dissuade qualified individuals from serving 
as corporate directors.

Further, we believe that it is important that any changes to the process for 
nominating directors should not be considered without changes to the NOBO/OBO 
system that currently prevents companies from communicating directly with 
shareholders who hold shares in “street” name through a broker-dealer.  For 
purposes of communication, direct access to our entire shareholder community 
is at least as important as shareholder access to the nomination process.

Finally, the proposal does not afford companies a reasonable amount of time 
to anticipate and prepare for actions and events that may ultimately qualify 
as a triggering event for shareholder access under the proposed rule. There 
will be too much shareholder and company confusion with disclosures in 2004 
proxy statements that attempt to provide information about a shareholder 
access process that has not been finalized. At the least, shareholder action 
or voting results during the 2004 proxy season should not qualify as a trigger 
for shareholder access under the proposed rule.  

We urge that the SEC allow additional time for adequate study and consideration 
of the issues and potential ramifications of the proposal. Thank you for your 
consideration of our concerns.

Very truly yours, 

Emma M. Kalaidjian 
Assistant Secretary 
The Allstate Corporation 

2775 Sanders Road 
Northbrook, IL 60062 
Ph: 847/402-7890 
E-mail: ekalaidj@allstate.com