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Exhibit 10.5
Annual
Incentive Plans
Performance Goals and Target
Awards for 2008
The registrant
maintains two shareholder-approved plans under which executive
officers have the opportunity to receive an annual cash award based
on the achievement of performance goals over a one-year
period. The Annual Covered Employee Incentive Compensation
Plan (“Covered Employee Plan”) governs awards to those
executive officers who are considered “covered
employees” as defined in Section 162(m)(3) of the
Internal Revenue Code. Annual incentive awards to all other
executive officers are governed by and made under the Annual
Executive Incentive Compensation Plan (“Executive
Plan”). The Compensation and Succession Committee of
the Board of Directors establishes performance goals for each
fiscal year and sets threshold, target and maximum award
opportunities. The Committee has the authority to adjust the
amount of awards, but has no authority to increase the amount of an
award otherwise payable under the Covered Employee Plan.
Payments are made after the Committee has certified in writing the
degree of attainment of the performance goals.
On
February 26, 2008, the Committee approved performance measures
and target awards under the plans for 2008. The same
performance measures apply to both the Covered Employee Plan and
Executive Plan.
Corporate
Functions . For the chairman, chief executive
officer, chief financial officer and other executive officers in
corporate functions, there are four primary performance measures,
weighted as follows: 50% based on an adjusted operating
income per diluted share measure; 35% based on the first three
Allstate Protection measures describ
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