Exhibit 10.2


INDEMNIFICATION AGREEMENT


This Indemnification
Agreement (“Agreement”) made this       day of               ,
2007 by and between The Allstate Corporation, a Delaware corporation (the “Company”),
and                            
(“Indemnitee”), who is a director of the Company.


WITNESSETH:


WHEREAS,
Section 145 of the General Corporation Law of Delaware (“Section 145”) empowers
corporations to indemnify any officer, director, employee or agent, in
accordance with the provisions of Section 145, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director, officer,
employee or agent of a corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, in accordance with the provisions of said Section, and to
pay, in advance of the final disposition of any such action, suit or
proceeding, the expenses (including attorneys’ fees) reasonably incurred by any
person, in accordance with the provisions of Section 145; and


WHEREAS,
the Company and the Indemnitee recognize that today there exists a substantial
amount of corporate litigation in general, which subjects directors, officers,
employees and agents (including fiduciaries) to expensive litigation risks; and


WHEREAS,
the Company desires to have highly competent persons serve as its directors,
and acknowledges that unless directors are provided with adequate protection
through insurance and indemnification against risks of claims and actions
against them arising out of their service to, and activities on behalf, of the
corporation highly competent persons will be less likely to serve as directors;
and


WHEREAS,
the Indemnitee, in recognition of the continuing commitment to serve, seeks
enhanced protections deemed necessary under the present circumstances, and in
contemplation of the fact that Indemnitee may not be willing to serve in such
capacity without additional protection; and


WHEREAS,
in recognition of Indemnitee’s need for (i) substantial protection against
personal liability for services rendered to the Company, (ii) specific
contractual assurance that the protection promised by the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) and
Amended and Restated Bylaws (the “Bylaws”) will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation of the
Certificate of Incorporation or Bylaws or any change in the composition of the
Board of Directors of the Company or acquisition transaction relating to the
Company), and (iii) an inducement to provide effective services to the Company
as a director, officer, employee, or agent (including fiduciary), the Company
wishes to provide in this Agreement for the 



                 
 









indemnification of and the advancing of expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted under
law and as set forth in this Agreement, and, to the extent insurance is
maintained, to provide for the continued coverage of Indemnitee under the
Company’s directors and officers liability insurance policies; and


WHEREAS,
the Board of Directors of the Company has authorized and directed the proper
officers of the Company to enter into this Agreement in the name of or on
behalf of the Company.


NOW, THEREFORE, in
consideration of the premises, the agreements herein set forth, and other good
and valuable consideration, the Company and Indemnitee hereby agree as follows:


ARTICLE I


Section 1.01       Definitions.  As used in this Agreement, the following
terms have the following meanings, unless a Section of this Agreement
specifically provides otherwise:


“Agreement”
means this Indemnification Agreement and any amendments pursuant to Section
7.01 hereof.


“Agreement
Date” means the date of this Agreement as set forth above.


“Approved
Passive Holder” means, as of any date, any Person that satisfies all of the
following conditions:


(a)           as of such date, such Person is a 20%
Owner, but is the Beneficial Owner of less than 30% of the then-outstanding
common stock and of Voting Securities representing less than 30% of the
combined voting power of all then-outstanding Voting Securities of the Company;


(b)           prior to becoming a 20% Owner, such
Person has filed, and as of such date has not withdrawn, or made any subsequent
regulatory or judicial filing or public statement or announcement that is
inconsistent with, a statement with the SEC pursuant to Section 13(g) of the
Exchange Act that includes a certification by such Person to the effect that
such beneficial ownership does not have the purpose or effect of changing or
influencing the control of the Company;


(c)           prior to such Person’s becoming a 20%
Owner, at least two-thirds of the Company Incumbent Directors (such Company
Incumbent Directors to be determined as of such date using the Agreement Date
as the baseline date) shall have voted in favor of a resolution adopted by the
Board to the effect that:


(i)            the
terms and conditions of such Person’s investment in the Company will not have
the effect of changing or influencing the control of the Company, and



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(ii)           notwithstanding
clause (a) of the definition of “Change of Control,” such Person’s becoming a
20% Owner shall be treated as though it were a Merger of Equals for purposes of
this Agreement.


“Beneficial
Owner” means such term as defined in Rule 13d-3 of the SEC under the
Exchange Act.


“Board”
means the Board of Directors of the Company.


“CEO”
means Chief Executive Officer of the Company.


“Change of
Control” means, except as otherwise provided at the end of this subsection,
the occurrence of any one or more of the following:


(a)           any person (as such term is used in
Rule 13d-5 promulgated by the SEC under the Exchange Act) or group (as such
term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other
than a subsidiary or any employee benefit plan (or any related trust) of the
Company or any of its subsidiaries, becomes the beneficial owner, as such term
is defined in Rule 13d-3 promulgated by the SEC under the Exchange Act, of 20%
or more of the common stock of the Company or of Voting Securities representing
20% or more of the combined voting power of all Voting Securities of the
Company (such a person or group that is not a Similarly Owned Company (as
defined below), a “20% Owner”), except that no Change of Control shall be
deemed to have occurred solely by reason of such beneficial ownership by a
corporation (a “Similarly Owned Company”) with respect to which both more than
70% of the common stock of such corporation and Voting Securities representing
more than 70% of the combined voting power of the Voting Securities of such
corporation are then owned, directly or indirectly, by the persons who were the
direct or indirect owners of the common stock and Voting Securities of the
Company immediately before such acquisition in substantially the same
proportions as their ownership, immediately before such acquisition, of the
common stock and Voting Securities of the Company, as the case may be; or


(b)           the Company Incumbent Directors
(determined using the Agreement Date as the baseline date) cease for any reason
to constitute at least two-thirds of the directors of the Company then serving
(provided that this clause (b) shall be inapplicable during a Post-Merger of
Equals Period); or


(c)           approval by the stockholders of the
Company of a merger, reorganization, consolidation, or similar transaction, or
a plan or agreement for the sale or other disposition of all or substantially
all of the consolidated assets of the Company or a plan of liquidation of the
Company (any of the foregoing, a “Reorganization Transaction”) that, based on
information included in the proxy and other written materials distributed to
the Company’s stockholders in connection with the solicitation by the Company
of such stockholder approval, is not expected to qualify as an Exempt
Reorganization Transaction; provided, however, that if (i) the merger or other
agreement between the parties to a Reorganization Transaction expires or is
terminated after the date of such 



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stockholder
approval but prior to the consummation of such Reorganization Transaction (a “Reorganization
Transaction Termination”) or (ii) immediately after the consummation of the
Reorganization Transaction, such Reorganization Transaction does qualify as an
Exempt Reorganization Transaction notwithstanding the fact that it was not
expected to so qualify as of the date of such stockholder approval, then such
stockholder approval shall not be deemed a Change of Control for purposes of
any Termination of Employment as to which the Termination Date occurs on or
after the date of the Reorganization Transaction Termination or the date of the
consummation of the Exempt Reorganization Transaction, as applicable; or


(d)           the consummation by the Company of a
Reorganization Transaction that for any reason fails to qualify as an Exempt
Reorganization Transaction as of the date of such consummation, notwithstanding
the fact that such Reorganization Transaction was expected to so qualify as of
the date of such stockholder approval; or


(e)           a 20% Owner who had qualified as an
Approved Passive Holder ceases to qualify as such for any reason other than
ceasing to be a 20% Owner (such cessation of Approved Passive Holder status to
be considered for all purposes of this Agreement (including the definition of “Effective
Date”) a Change of Control distinct from and in addition to the Change of
Control specified in clause (a) above).


(f)            Notwithstanding the occurrence of
any of the foregoing events, a Change of Control shall not occur with respect
to Indemnitee if, in advance of such event, Indemnitee agrees in writing that
such event shall not constitute a Change of Control.


“Company
Incumbent Directors” means, determined as of any date by reference to any
baseline date:


(a)           the members of the Board of Directors
of the Company on the date of such determination who have been members of the
Board of Directors of the Company since such baseline date, and


(b)           the members of the Board of Directors
of the Company on the date of such determination who were appointed or elected
after such baseline date and whose election, or nomination for election by
stockholders of the Company or the Surviving Corporation, as applicable, was
approved by a vote or written consent of two-thirds (100% for purposes of
paragraph (a) of the definition of “Merger of Equals”) of the directors
comprising the Company Incumbent Directors on the date of such vote or written
consent, but excluding any such member whose initial assumption of office was
in connection with (i) an actual or threatened election contest, including a
consent solicitation, relating to the election or removal of one or more members
of the Board of Directors of the Company, (ii) a “tender offer” (as such term
is used in Section 14(d) of the Exchange Act), (iii) a proposed Reorganization
Transaction, or (iv) a request, nomination or suggestion of any Beneficial
Owner of Voting Securities representing 15% or more of the aggregate voting
power of the Voting Securities of the Company or the Surviving Corporation, as
applicable.



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“Consummation
Date” means the date on which a Reorganization Transaction is consummated.


“Disinterested
Director” means a director of the Company who is not and was not a party to
the Proceeding in respect of which indemnification or advancement of Expenses
is sought by Indemnitee or Indemnitee’s Spouse, and who will not be materially
affected, either to his benefit or detriment in a manner not shared by the
Company and stockholders by a decision rendered in the Proceeding and who is
free from the influence of other interested persons.


“Effective
Date” means the date on which a Change of Control first occurs.


“Exchange
Act” means the Securities Exchange Act of 1934.


“Exempt
Reorganization Transaction” means a Reorganization Transaction that results
in the Persons who were the direct or indirect owners of the outstanding common
stock and Voting Securities of the Company immediately before such
Reorganization Transaction becoming, immediately after the consummation of such
Reorganization Transaction, the direct or indirect owners of both more than 70%
of the then-outstanding common stock of the Surviving Corporation and Voting
Securities representing more than 70% of the combined voting power of the
then-outstanding Voting Securities of the Surviving Corporation, in
substantially the same respective proportions as such Persons’ ownership of the
common stock and Voting Securities of the Company immediately before such
Reorganization Transaction.


“Expenses”
means any and all costs and fees incurred in connection with any Proceeding
including, without limitation, costs and fees reasonably incurred by counsel,
consultants and experts, including all costs and fees reasonably incurred in
connection with the enforcement of this Agreement.


“Independent
Counsel” means the law firm or member(s) of a law firm retained to fulfill
the duties contained in and otherwise comply with the requirements of Article V
as an independent decision maker who shall not owe a fiduciary responsibility
to, or have any attorney-client relationship with, either the Company,
Indemnitee, or Indemnitee’s Spouse with respect to the matter for which the law
firm or member(s) have been retained as Independent Counsel.  This Agreement is not intended to and does
not supersede any obligations incumbent upon Independent Counsel pursuant to
applicable standards of professional conduct.


“Liabilities”
means all judgments, fines (including any excise taxes assessed with respect to
any employee benefit plan), penalties and amounts paid in settlement and other
liabilities (including all interest, assessments and other charges paid or
payable in connection with or in respect of any such amounts) arising out of or
in connection with any Proceeding; provided that Liabilities shall not include
any Expenses.


“Merger of
Equals” means, as of any date, a transaction that, notwithstanding the fact
that such transaction may also qualify as a Change of Control, satisfies all of
the conditions set forth in paragraphs (a) or (b) below:



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(a)           If such date is on or after the
Consummation Date, a Reorganization Transaction in respect of which all of the
following conditions are satisfied as of such date, or, if such date is prior
to the Consummation Date, a proposed Reorganization Transaction in respect of
which the merger agreement or other documents (including the exhibits and
annexes thereto) setting forth the terms and conditions of such Reorganization
Transaction, as in effect on such date after giving effect to all amendments
thereof or waivers thereunder, require that the following conditions be
satisfied on and, where applicable, after the Consummation Date:


(i)            at
least 50%, but not more than 70%, of the common stock of the Surviving
Corporation outstanding immediately after the consummation of the
Reorganization Transaction, together with Voting Securities representing at
least 50%, but not more than 70%, of the combined voting power of all Voting
Securities of the Surviving Corporation outstanding immediately after such
consummation shall be owned, directly or indirectly, by the persons who were
the owners, directly or indirectly, of the common stock and Voting Securities
of the Company immediately before such consummation in substantially the same
proportions as their respective direct or indirect ownership, immediately
before such consummation, of the common stock and Voting Securities of the
Company, respectively; and


(ii)           the
Company Incumbent Directors (determined as of such date using the date
immediately preceding the Effective Date as the baseline date) shall,
throughout the period beginning on the Effective Date and ending on the third
anniversary of the Effective Date, continue to constitute not less than 50% of
the members of the Board; and


(iii)          the
person who was the CEO of the Company immediately prior to the Effective Date
shall serve as (x) the CEO of the Company throughout the period beginning on
the Effective Date and ending on the Consummation Date and (y) the CEO of the
Surviving Corporation at all times during the period commencing on the
Consummation Date and ending on the first anniversary of the Consummation Date;
provided, however, that a Reorganization Transaction that qualifies as a Merger
of Equals shall cease to qualify as a Merger of Equals (a “Merger of Equals
Cessation”) and shall instead qualify as a Change of Control that is not a
Merger of Equals from and after the first date during the Post-Change Period
(such date, the “Merger of Equals Cessation Date”) as of which any one
or more of the following shall occur for any reason:


(A)          if any condition of clause (i) of
paragraph (a) of this definition shall for any reason not be satisfied as of
immediately after the consummation of the Reorganization Transaction; or


(B)           if as of the close of business on any
date on or after the Effective Date, any condition of clauses (ii) or (iii) of
paragraph (a) of this definition shall not be satisfied; or


(C)           if on any date prior to the first
anniversary of the Consummation Date, the Company shall make a filing with the
SEC, issue a press 



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release, or make a public announcement to the
effect that the Company is seeking or intends to seek a replacement for the
CEO, whether such replacement is to become effective before or after such first
anniversary.


(b)           As of such date, each Person, if any,
who is a 20% Owner qualifies as an Approved Passive Holder.


The Company shall give Indemnitee written notice of
any Merger of Equals Cessation and the applicable Merger of Equals Cessation
Date as soon as practicable after the Merger of Equals Cessation Date.


“Person”
means any individual, sole proprietorship, partnership, joint venture, limited
liability company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, entity or government
instrumentality, division, agency, body or department.


“Post-Change
Period” means the period commencing on the Effective Date and ending on the
third anniversary of the Effective Date.


“Post-Merger
of Equals Period” means the period commencing on an Effective Date of a
Change of Control that qualifies as a Merger of Equals and ending on the third
anniversary of such Effective Date or, if sooner, the Merger of Equals
Cessation Date.


“Proceeding”
means any reasonably foreseeable, threatened, pending or completed action,
suit, hearing, investigation or inquiry (whether internal or external)
arbitration or other alternative dispute mechanism, or other proceeding,
whether civil, criminal, administrative, regulatory, congressional,
investigative or otherwise.


“SEC”
means the Securities and Exchange Commission.


“Spouse”
means the person with whom Indemnitee has entered into a lawful marriage, civil
union, or domestic partnership arrangement that has not been annulled,
dissolved, or otherwise invalidated or terminated under the law of the
jurisdiction in which it was entered, including “Domestic Partner” as that term
is used in the Company’s employee medical insurance program.


“Surviving
Corporation” means the corporation resulting from a Reorganization
Transaction or, if securities representing at least 50% of the aggregate voting
power of such resulting corporation are directly or indirectly owned by another
corporation, such other corporation.


“Termination
of Employment” means any termination of Indemnitee’s employment with, or
position as a director of,  the Company,
whether such occurs by reason of (a) the initiative of any Company or
Indemnitee or (b) the death of Indemnitee.


“To The
Fullest Extent Authorized By Law” means (i) to the fullest extent permitted
by the General Corporation Law of Delaware as in effect on the date of this
Agreement and as interpreted by the courts of Delaware, and (ii) to the fullest
extent 



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authorized or
permitted by any interpretations of, amendments to or replacements of the
General Corporation Law of Delaware adopted or announced after the date of this
Agreement that increases the extent to which a corporation may provide indemnification.


“Voting
Securities” of a corporation means securities of such corporation that are
entitled to vote generally in the election of directors of such corporation.


ARTICLE II


Section 2.01       Services by Indemnitee.  Indemnitee hereby agrees to serve or continue
to serve the Company, for so long as Indemnitee is duly elected or appointed or
until Indemnitee tenders his resignation, is removed, or dies.


ARTICLE III


Section 3.01       Indemnification Generally.  The
Company shall indemnify Indemnitee and Indemnitee’s Spouse who is or was made a
party or a witness or other participant in or is or was threatened to be made a
party or a witness or other participant in any Proceeding, by reason of the
fact that the Indemnitee was or may be deemed a director, officer, employee or
agent of the Company or is or was or may be deemed serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any and all
Expenses and Liabilities actually and reasonably incurred To The Fullest Extent
Authorized By Law, provided that, Indemnitee
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his, her or its conduct was
unlawful.


Section 3.02       Successful Defense; Partial Success.  The Company shall indemnify Indemnitee and
Indemnitee’s Spouse against any and all Expenses actually and reasonably
incurred to the extent that such person has been successful on the merits or
otherwise in the defense of any Proceeding referred to in Article III, Section
3.01.  A dismissal with or without
prejudice shall be deemed a success in a Proceeding.  Where Indemnitee or Indemnitee’s Spouse is
successful in defending against some, but not all, claims, issues or matters,
the Company shall indemnify such person against any and all Expenses reasonably
incurred in the defense of the claims, issues and matters that were
successfully defended.


Section 3.03       Failure to Act.  If a determination as to Indemnitee’s or
Indemnitee’s Spouse’s entitlement to indemnification shall not have been made
pursuant to this Agreement within 60 days after the final disposition of the
matter that is the subject of the request for indemnification, the requisite
determination of entitlement to indemnification shall be deemed to have been
made in favor of Indemnitee or Indemnitee’s Spouse, and Indemnitee or
Indemnitee’s Spouse, as the case may be, shall be entitled to such
indemnification provided that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person or persons
making the determination in good faith requires such additional time to obtain
or evaluate any documentation or information relating thereto.



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ARTICLE IV


Section 4.01           Advances;
Written Request.  The Company shall
advance to Indemnitee and Indemnitee’s Spouse any and all Expenses actually
incurred by such person in connection with any Proceeding within 14 calendar
days of receipt of a written request for advancement, which may be delivered to
the Company at such time and from time to time as Indemnitee or Indemnitee’s
Spouse deems appropriate in such person’s discretion.  Advances shall be made without regard to the
ability of Indemnitee or Indemnitee’s Spouse to repay such amounts.  Any such advances shall be made on an
unsecured basis and be interest-free. 
The Company agrees not to refuse advancement of Expenses on the grounds
that, or assert as an affirmative defense or otherwise, in any Proceeding, that
the amount of Expenses incurred by Indemnitee or Indemnitee’s Spouse is not
reasonable.


Section 4.02           Sufficiency
of Written Request for Advances.  A
written request for advancement that conveys, without the need to do so
verbatim, that Indemnitee or Indemnitee’s Spouse believes in good faith that
such person is entitled to advancement of Expenses under the terms of this
Agreement shall be sufficient to invoke the right to advancement under Article
IV, Section 4.01.


Section 4.03           Undertaking;
Promise to Repay.  Indemnitee hereby
agrees and promises, and in accepting any advancement Indemnitee’s Spouse shall
be deemed to have agreed and promised, that such person shall repay any and all
advanced Expenses if a final determination is made that such person is not
entitled to indemnification.  If a final
determination is made that Indemnitee or Indemnitee’s Spouse is entitled only
to partial indemnification, then Indemnitee and Indemnitee’s Spouse shall only
repay advanced Expenses related to the portion of the Proceeding for which such
person was not deemed entitled to indemnification.  The Company hereby agrees that this provision
is in satisfaction of the requirement of Section 145(e) that Indemnitee and
Indemnitee’s Spouse provide an undertaking to repay any advance for which such
person is not deemed entitled to indemnification.


Section 4.04           Repayment
of Advances.  Indemnitee and
Indemnitee’s Spouse shall be required to repay any and all advanced Expenses
under the terms of Article IV, Section 4.03 within 60 days of receipt of a
written request providing that the request is pursuant to a resolution passed
by a majority of the Board demanding repayment of the advanced Expenses.


ARTICLE V


Section 5.01           Notice
to Company.  Indemnitee and
Indemnitee’s Spouse shall notify the Company in writing as soon as reasonably
practicable after being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding with
respect to which Indemnitee or Indemnitee’s Spouse intends to seek
indemnification or advancement of Expenses and Liabilities under this
Agreement.  All notices to the Company
shall be addressed to The Allstate Corporation, 2775 Sanders Road, Northbrook,
IL  60062, or such other address as shall
be specified by the Company, to the attention of the General Counsel of the
Company.



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Section 5.02           Notice
by Company.  The Company shall notify
Indemnitee and Indemnitee’s Spouse at address specified on the signature page
of this Agreement in writing as soon as reasonably practicable after being
served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding with respect to which Indemnitee
or Indemnitee’s Spouse may be entitled to indemnification or advancement under
this Agreement.


Section 5.03           Determination
of Entitlement to Indemnification. 
(a)  Except as otherwise provided pursuant to Section 5.03(b)
and Section 5.03(c), upon the final disposition of the matter that is the
subject of the request for indemnification delivered pursuant to this Article,
a determination shall be made with respect to Indemnitee’s and Indemnitee’s
Spouse’s entitlement thereto in the specific case.  If a Change in Control shall not have
occurred, such determination shall be made (i) by a majority vote of the
Disinterested Directors or of a committee of Disinterested Directors (in either
case, even though less than a quorum of the Board) or (ii) if there are no
Disinterested Directors or the Disinterested Directors so direct, by
Independent Counsel.  If a Change in
Control shall have occurred, such determination shall be made by Independent
Counsel.  Any determination made by
Independent Counsel pursuant to this Section shall be in the form of a written
opinion to the Board, a copy of which shall be delivered to Indemnitee and
Indemnitee’s Spouse.


(b)           If a Change in
Control in the Company has not occurred, the Independent Counsel shall be
selected by the Board, and the Company shall give written notice to Indemnitee
or Indemnitee’s Spouse advising such person(s) of the identity of Independent
Counsel.  If a Change in Control has
occurred, the Independent Counsel shall be selected by Indemnitee or Indemnitee’s
Spouse (unless such persons request that such selection be made by the Board),
and such person(s) shall give written notice to the Company advising it of the
identity of the Independent Counsel selected.


(c)           If it is determined
that Indemnitee or Indemnitee’s Spouse is entitled to indemnification, payment
to such person(s) shall be made within 10 calendar days after such
determination.


Section 5.04           Cooperation
with Independent Counsel.  Indemnitee
and Indemnitee’s Spouse and the Company agree to reasonably cooperate with the
Independent Counsel including providing, upon reasonable request, any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to the party of whom the
request was made and reasonably necessary to the fulfillment of Independent
Counsel’s duties under Section 5.03.


Section 5.05           Payment
of Independent Counsel.  The Company
agrees to pay all Expenses incurred by Independent Counsel in connection with
the fulfillment of Independent Counsel’s duties under Section 5.03.


Section 5.06           Payment
of Costs of Complying with Independent Counsel.  The Company agrees to pay all Expenses
incurred by Indemnitee or Indemnitee’s Spouse in cooperating with Independent
Counsel in the fulfillment of Independent Counsel’s duties under Section 5.03
(irrespective of the determination as to Indemnitee or Indemnitee’s Spouse’s 



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entitlement to indemnification), and the Company agrees to hold such
persons harmless from such Expenses.


Section 5.07           Objections
to Selection of Independent Counsel. 
Following receipt of notice of the selection of Independent Counsel, in
either case, the party receiving the notice may, within 10 calendar days,
deliver to the other party a written objection to such selection; provided that
such objection may be asserted only on the ground that Independent Counsel
selected does not meet the requirements of “Independent Counsel” as defined in
Article I of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person selected shall act as Independent Counsel.  If a proper and timely objection is made, the
person selected may not serve as Independent Counsel unless and until such
objection is withdrawn or the Delaware Court of Chancery (or, at Indemnitee’s
option pursuant to an arbitration) has determined that such objection is
without merit.  If, within 20 days after
receipt by the Company of a request for indemnification pursuant to this
Agreement, no Independent Counsel shall have been selected and not objected to,
either the Company or Indemnitee or Indemnitee’s Spouse may petition the
Delaware Court of Chancery (or, at such person’s option an arbitration) for
resolution of any objection which shall have been made to the selection of
Independent Counsel and/or for the appointment of another person as Independent
Counsel, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel.


Section 5.08           Appeal
Right.  Indemnitee and Indemnitee’s Spouse
and the Company shall have the right to appeal any decision of the
Disinterested Directors, the Board or Independent Counsel to the Delaware Court
of Chancery, or, at Indemnitee’s or Indemnitee’s Spouse’s or Company’s sole
option, to an arbitrator pursuant to the Commercial Arbitration Rules of the
American Arbitration Association.  Any
such adjudication or arbitration shall be conducted in all respects as a de novo trial or arbitration on the
merits.  In any such adjudication or
arbitration the presumptions and burdens articulated in Article VI shall apply
and any decision of the Disinterested Directors, the Board or Independent
Counsel shall not be admissible as evidence.


Section 5.09           Validity
of Agreement.  The Company shall not
oppose the right of Indemnitee or Indemnitee’s Spouse to seek any adjudication
or arbitration sought under the terms of this Agreement and shall be precluded
from asserting that the procedures or presumptions contained herein are not
valid, binding or enforceable and shall stipulate in any such adjudication or
arbitration that the Company is bound by all of the provisions of this
Agreement.


ARTICLE VI


Section 6.01           Presumptions
and Burdens of Proof.  Indemnitee and
Indemnitee’s Spouse shall be entitled to a presumption that such person is
entitled to indemnification, advancement of Expenses or both under this
Agreement if the notice requirement of Article V, Section 5.01 has been
met.  The Company shall bear the burden
of proving, by a preponderance of the evidence that Indemnitee or Indemnitee’s
Spouse is not entitled to indemnification or advancement.  Neither a determination by the Disinterested 



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Directors, by the Board or by Independent Counsel against Indemnitee or
Indemnitee’s Spouse, nor the termination of any Proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo
contendere, or its equivalent, shall create a presumption that
Indemnitee or Indemnitee’s Spouse is not entitled to indemnification or
advancement or otherwise affect the burden of proof or persuasion in any
subsequent Proceeding.  In any Proceeding
regarding the rights of the Indemnitee or Indemnitee’s Spouse to
indemnification, advances of Expenses or both under this Agreement, any
decision of the Disinterested Directors, the Board or Independent Counsel shall
not be admissible as evidence.


ARTICLE VII


Section 7.01           Amendment.  This Agreement may not be modified or amended
except by a written instrument executed by or on behalf of each of the parties
hereto.


Section 7.02           Binding
Effect.  (a)  The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the obligations imposed on
it in order to induce Indemnitee to serve the Company, and the Company
acknowledges that Indemnitee is relying upon this Agreement in serving the
Company.


(b)           This Agreement shall
be binding upon, and inure to the benefit of, and be enforceable by the parties
hereto and their respective successors and permitted assigns, including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Company, heirs,
executors, administrators or other successors. 
The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all or
substantially all or a substantial part of the business or assets of the
Company, by written agreement in the form and substance reasonably satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.


(c)           The indemnification
and advancement of Expenses provided by this Agreement shall continue as to a
person who has ceased to be a director, officer, employee or agent or is
deceased and shall inure to the benefit of the heirs, executors, administrators
or other successors of the estate of such person.


Section 7.03           Consent
to Jurisdiction.  Except with respect
to any arbitration commenced by Indemnitee, the Company and Indemnitee, on
behalf of the Indemnitee and Indemnitee’s Spouse, hereby irrevocably and
unconditionally (i) agree that any action, suit or other proceeding arising out
of or in connection with this Agreement shall be brought only in the Delaware
Chancery Court and any court to which an appeal may be taken in such action,
suit or other proceeding and not in any other state or federal court in the
United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action, suit or other proceeding arising out of or in connection with this
Agreement, (iii) waive any objection to the laying of venue of any such action,
suit or other proceeding in the Delaware Court, and (iv) waive, and agree not
to plead or to make, any claim that any such action, suit or other proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.



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Section 7.04           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.


Section 7.05           Defense
of Claims.  The Company shall be
entitled to participate in any Proceeding at its own expense.  The Company shall not settle any Proceeding
(in whole or in part) in a manner that imposes any expense, liability or
limitation on Indemnitee or Indemnitee’s Spouse without his or her prior
written consent unless the Company first indemnifies such person.  Such consent cannot be unreasonably withheld.  Indemnitee or Indemnitee’s Spouse shall not
settle any Proceeding (in whole or in part) in a manner that imposes any
expense, liability or limitation on the Company without the Company’s prior
written consent.  Such consent cannot be
unreasonably withheld.


Section 7.06           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties with respect to the
matters covered herein and supersedes all prior oral or written understandings
or agreements with respect to the matters covered herein, except that, this Agreement shall not
supersede any indemnification provisions contained in any other agreement
between the Company and the Indemnitee the primary purpose of which is to
provide rights other than indemnification, including but not limited to,
employment and severance agreements. 
This Section shall not be construed to limit any other rights Indemnitee
or Indemnitee’s Spouse may have under the Company’s Certificate of
Incorporation and Bylaws, applicable law or otherwise.


Section 7.07           Governing
Law.  This Agreement and the legal
relations among the parties hereto shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules.


Section 7.08           Headings.  The Article and Section headings in this
Agreement are for convenience of reference only, and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


Section 7.09           Imputation.  The knowledge or actions or failure to act on
the part of any person, including any fiduciary of the Company shall not be
imputed to Indemnitee or Indemnitee’s Spouse for purposes of determining
entitlement to indemnification under this Agreement.


Section 7.10           Liability
Insurance.  The Company shall obtain
and maintain with reputable insurance companies an insurance policy or policies
providing general and/or directors and officers liability insurance on terms
with respect to coverage and amount (including with respect to the payment of
expenses) no less favorable than those of such policy or policies in effect on
the date hereof except for any changes approved by the Board prior to a Change
in Control, provided that such coverages are available on commercially
reasonable terms.  Indemnitee shall be
covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any member of the Board.  Upon request by Indemnitee or Indemnitee’s
Spouse, the Company shall provide to such person copies of any such policy or
policies in effect.  The Company shall
promptly notify Indemnitee and Indemnitee’s Spouse of any material change in
the insurance coverage.



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Section 7.11           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever:  (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable To The Fullest Extent Permitted
By Law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


Section 7.12           Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (a) if delivered by
hand or by courier and receipted for by the Person to whom said notice or other
communication shall have been directed, (b) if mailed by certified or
registered mail with postage prepaid, on the fifth business day after the date
on which it is so mailed or (c) if sent by facsimile transmission and fax
confirmation is received, on the next business day following the date on which
such facsimile transmission was sent. 
Addresses for notice to the Company and the Indemnitee and Indemnitee’s
Spouse are as shown on the signature page of this Agreement, or such other
address as any party shall have given by written notice to the other party as
provided above.


Section 7.13           Statute
of Limitations.  The Company agrees
not to assert that a claim for indemnification is barred by the statute of
limitations as an affirmative defense or otherwise.


Section 7.14           Subrogation.  In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee and Indemnitee’s Spouse, who shall
execute all papers required and take all actions necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights. 
The Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable hereunder (or for which advancement is
provided hereunder) if and to the extent that Indemnitee or Indemnitee’s Spouse
has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.  The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving as a director, officer, employee or agent (including a
fiduciary) of another partnership, joint venture, trust or other enterprise at
the request of the Company shall be reduced by any amount Indemnitee or
Indemnitee’s Spouse has actually received as indemnification or advancement of
Expenses from such partnership, joint venture, trust or other enterprise.


Section 7.15           Use
of Certain Terms.  As used in this
Agreement, the words “herein,” “hereof,” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular
paragraph, subparagraph, Section, or other subdivision.  Whenever the context may require, any pronoun
used in this Agreement shall include the 



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corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.


Section 7.16           Waivers.  The observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a writing signed by the party against
which such waiver is to be asserted. 
Unless otherwise expressly provided herein, no delay on the part of the
party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party
hereto of any right, power or privilege hereunder operate as a waiver of any
other right, power or privilege hereunder nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof of the exercise of any other right, power or privilege
hereunder.


IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered to be effective as of the date
first above written.


	
  

  	
  THE ALLSTATE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
  Address: 

  	
  2775 Sanders Road

  
	
   

  	
   

  	
  Northbrook, IL 60062

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INDEMNITEE
  SPOUSE

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
						



 



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