Allstate (ALL)

Non-Equity Incentive Compensation

        Annual and long-term cash incentive awards earned by the named executives in 2008 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. That column includes each named executive's annual cash incentive award for 2008 and long-term cash incentive award for the 2006-2008 cycle. The amount attributable to annual and long-term, respectively, is provided in a footnote to the Summary Compensation Table.

Non-Equity Incentive Compensation

        Annual and long-term cash incentive awards earned by the named executives in 2007 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. That column includes each named executive's annual cash incentive award for 2007 and long-term cash incentive award for the 2005-2007 cycle. The amount attributable to annual and long-term, respectively, is provided in a footnote to the Summary Compensation Table.

Non-Equity Incentive Compensation

        Annual and long-term cash incentive awards earned by the named executives in 2006 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. That column includes each named executive's annual cash incentive award for 2006 and long-term cash incentive award for the 2004-2006 cycle. The amount attributable to annual and long-term, respectively, is provided in a footnote to the Summary Compensation Table.

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        The Estimated Future Payout Under Non-Equity Incentive Plan Awards column of the Grants of Plan-Based Awards at Fiscal Year-End 2006 table includes the threshold, target and maximum award opportunities for 2006 annual cash incentive compensation and correlates to the actual amount of the annual cash incentive awards earned for 2006 included in the amount reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The amount specified in the table as the threshold award for each named executive is the amount of the annual cash incentive award that he would have earned if Allstate had achieved the threshold goal on only two performance measures: corporate-level adjusted operating income per diluted share and Allstate Financial adjusted operating income. Annual cash incentive awards were earned by the named executives with respect to the other performance measures only if the threshold goals for those measures were exceeded. If Allstate had not achieved the threshold goal on either corporate-level adjusted operating income per diluted share or Allstate Financial adjusted operating income, it is possible that a lower award would have been earned based on achievement in excess of threshold for one or more other performance measures. Also, if Allstate failed to achieve the threshold goals for all of the performance measures, the threshold awards for all of the named executives would have been zero.

        The Estimated Future Payout Under Non-Equity Incentive Plan Awards column of the Grants of Plan-Based Awards at Fiscal Year-End 2006 table also includes the threshold, target and maximum award opportunities for the long-term cash incentive awards for the 2006-2008 cycle. The actual amount of long-term cash incentive awards earned for the 2006-2008 cycle will be reported in the Summary Compensation Table for the fiscal year ended December 31, 2008. The actual amount of long-term cash incentive awards earned for the 2005-2007 cycle will be reported in the Summary Compensation Table for the fiscal year ended December 31, 2007. The amount specified in the table as the threshold award for each named executive is the amount of the long-term cash incentive award that he will earn for the 2006-2008 cycle if Allstate achieves the threshold goal on one performance measure: average adjusted return on equity. Long-term cash incentive awards will be earned by the named executives with respect to the other performance measures only if the threshold goals for those measures are exceeded. If Allstate does not achieve the threshold goal on average adjusted return on equity, it is possible that a lower award will be earned. If Allstate fails to achieve the threshold goals for all of the performance measures, the threshold awards for all of the named executives will be zero.

        In general, the long-term cash incentive awards for the 2006-2008 cycle will be earned and calculated in the same manner as those for the 2004-2006 cycle, as described above on pages 26-28. The target awards for the named executives, as a percentage of base salary, are the same as those used for the 2004-2006 cycle, except that Mr. Wilson's will be 120% for the portion of the 2006-2008 cycle prior to his promotion to chief executive officer on January 1, 2007 and 140% for the remainder of the cycle. The performance measures, weighting, and goals for the 2006-2008 cycle are set forth in the following table. A description of each performance measure is provided under the "Performance Measures" caption at the end of this CD&A.