Allstate (ALL)

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timely objection is made, the person selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court of Chancery (or, at Indemnitee’s option pursuant to an arbitration) has determined that such objection is without merit.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.