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

2

(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

3

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.

4

“ 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:

5

(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

6

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