Allstate (ALL)

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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