Allstate (ALL)

“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.