exa1018ltip.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A 10.18

    


    


    


    


    


    CENTRAL VERMONT PUBLIC
SERVICE CORPORATION

    


    PERFORMANCE SHARE INCENTIVE
PLAN

    


    2009

    


    


    


    


    


    Execution
Copy

    May,
2009

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    CENTRAL VERMONT PUBLIC
SERVICE CORPORATION

    


    PERFORMANCE SHARE INCENTIVE
PLAN

    


    TABLE OF
CONTENTS

    


    
      	 
      	 
      	
              Section

            
	
              ARTICLE
      I

            	
              -
      PURPOSE

               

            	 
      
	
              ARTICLE
      II

            	
              -
      DEFINITIONS

               

            	 
      
	 
      	
              "Account"

              "Award"

              "Board"

              "Change
      in Control"

              "Code"

            	
              2.1

              2.2

              2.3

              2.4

              2.5

               

            
	 
      	
              "Committee"

              "Common
      Stock" or "Stock"

              "Comparison
      Group"

              "Component"

              "Dividend
      Equivalent"

              "Effective
      Date"

               

            	
              2.6

              2.7

              2.8

              2.9

              2.10

              2.11

            
	 
      	
              "Employer"

              "Exchange
      Act"

              "Fair
      Market Value"

              "Operational
      Measures"

              "Participant"

              "Performance
      Cycle"

               

              "PeRS"

              "Plan"

              "Pro
      Rata Portion"

              "Stock
      Unit "

              "Target
      PeRS "

               

              "Termination
      of Employment"

              "Total
      Shareholder Return"

            	
              2.12

              2.13

              2.14

              2.15

              2.16

              2.17

               

              2.18

              2.19

              2.20

              2.21

              2.22

               

              2.23

              2.24

               

            


    

    



    
      
         


      

      
        (i)

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              Section

            
	
              ARTICLE
      III

            	
              -
      DETERMINATION OF PERFORMANCE SHARES

               

              Designation
      of PeRS and Related Terms

              Adjustment
      of and Changes in Stock

            	
               

               

              3.1

              3.2

               

            
	
              ARTICLE
      IV

            	
              -
      PAYMENT OF GRANTS

               

              Performance
      Awards

              Accounts

              Payment
      of Account 

            	
               

               

              4.1

              4.2

              4.3

               

            
	
              ARTICLE
      V

               

            	
              -
      TERMINATION OF EMPLOYMENT

               

              Termination
      Prior to Completion of Performance Cycle

              Change
      in Control 

            	
               

               

              5.1

              5.2

               

            
	
              ARTICLE
      VI

            	
              -
      ADMINISTRATION

               

              Committee

              Amendment
      and Termination

            	
               

               

              6.1

              6.2

               

            
	
              ARTICLE
      VII

            	
              -
      GENERAL PROVISIONS

               

              Payments
      to Minors and Incompetents

              No
      Contract

              Use
      of Masculine and Feminine; Singular and Plural

              Non-Alienation
      of Benefits

              Income
      Tax Withholding

               

              Continuation
      of Plan

              Governing
      Law

              Captions

              Severability

            	
               

               

              7.1

              7.2

              7.3

              7.4

              7.5

               

              7.6

              7.7

              7.8

              7.9

            


    

    


    



    
      
         


      

      
        (ii) 


        
          

        

      

      
         


      

    


    ARTICLE I

    


    PURPOSE

    


    Effective
January 1, 2009, Central Vermont Public Service Corporation (the "Employer") has
established The Central Vermont Public Service Corporation Performance Share
Plan (the "Plan") in order to strengthen the ability of the Employer to attract
and retain talented executives and to promote the long-term growth and
profitability of the Employer by linking a significant element of executives’
compensation opportunity to the performance of the Employer in meeting key
operational and shareholder return goals over an extended period of
time.

    



    
      
         


      

      
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              ARTICLE
      II

               

              DEFINITIONS

               

            
	
              2.1

            	
              "Account" means
      the bookkeeping account established for the Participant under
      Section 4.2.

               

            
	
              2.2

            	
              "Award" means
      any payment or settlement in respect of a grant of Common Stock or cash or
      any combination thereof in accordance with Section 4.1.

               

            
	
              2.3

            	
              "Board" means
      the Board of Directors of Central Vermont Public Service
      Corporation.

               

            
	
              2.4

            	
              "Change in
      Control" shall have the same meaning as the term defined in the
      standard form Change in Control Agreement approved by the Employer’s Board
      of Directors and awarded from time to time.

               

            
	
              2.5

            	
              "Code" means the
      Internal Revenue Code of 1986, as amended from time to time, and pertinent
      regulations issued thereunder. Reference to any section of the Code shall
      include any successor provision thereto.

               

            
	
              2.6

            	
              "Committee"
      means the Compensation Committee appointed by the Board to administer this
      Plan. The Committee shall be comprised of at least 3 members who qualify
      as "non-employee directors" within the meaning of Rule 16B-3 promulgated
      under the Exchange Act.

               

            
	
              2.7

            	
              "Common Stock"
      or "Stock" means
      the common stock of the Employer.

               

            
	
              2.8

            	
              "Comparison
      Group" means the peer group of companies designated by the
      Committee as the Comparison Group relative to a given Performance Cycle,
      as described in Section 3.1(c)

            


    

    



    
      
         


      

      
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              2.9

            	
              "Component"
      means the part of the plan related to specific
      measures.  Starting in 2005, there are two plan components – one
      related to relative Total Shareholder Return performance and the second
      related to meeting key Operational Measure performance.

               

            
	
              2.10

            	
              "Dividend
      Equivalent" means credits in respect of each PeRS (as defined in
      section 2.18) or other Stock Unit representing an amount equal to the
      dividends or distributions declared and paid on a share of Common
      Stock.

               

            
	
              2.11

            	
              "Effective Date"
      means January 1, 2009, the effective date of this Plan.

               

            
	
              2.12

            	
              "Employer" means
      Central Vermont Public Service Corporation, its subsidiaries and
      affiliates, and its successor or successors.

               

            
	
              2.13

            	
              "Exchange Act"
      means the Securities Exchange Act of 1934, as amended and in effect from
      time to time, including all rules and regulations promulgated
      thereunder.

               

            
	
              2.14

            	
              "Fair Market
      Value" means the average of the high and low quoted selling price
      for a share of Common Stock of the Company on the applicable date as
      quoted on the New York Stock Exchange ("NYSE") in the Eastern Edition of
      the Wall Street Journal or in a similarly readily available public source
      on such date.  If such date shall not be a business day, then
      the preceding day which shall be a business day, or if no sale takes
      place, then the average of the bid and asked prices on such
      date.

               

            
	
              2.15

            	
              "Operational
      Measures" means the specific measures of operational performance
      chosen for a three-year performance cycle. (See Exhibit B.)

               

            
	
              2.16

            	
              "Participant"
      means an executive officer of the Employer who is selected by the Board to
      participate in this Plan.

               

            
	
              2.17

            	
              "Performance
      Cycle" means the period over which PeRS designated in respect of
      the Performance Cycle potentially may be earned. Performance Cycles will
      be three year periods extending from January 1 of the initial year through
      December 31 of the third

            


    

    



    
      
         


      

      
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              year
      in the Performance Cycle. Performance Cycles generally will begin each
      year, and therefore will overlap with one another.

               

            
	
              2.18

            	
              "PeRS" means
      Stock Units which are potentially earnable by a Participant hereunder upon
      achievement of specific levels of performance for the two plan components
      as shown in Exhibit A and B.  The term is an acronym for
      "performance-based restricted Stock Units".

               

            
	
              2.19

            	
              "Plan" means the
      Central Vermont Public Service Corporation Performance Share Incentive
      Plan, as set forth herein, as may be amended from time to time. Shares for
      this plan were approved by shareholders on May 6, 2008 as the Omnibus
      Stock Plan (Amended and Restated 2002 Long-Term Incentive Plan) and any
      subsequent replacement plans.

               

            
	
              2.20

            	
              "Pro Rata
      Portion" means a portion of shares which is determined by
      multiplying a predetermined number of PeRS by the ratio of months in a
      thirty-six month performance cycle within which the executive was an
      employee of the Company and a Participant with respect to that
      cycle.

               

            
	
              2.21

            	
              "Stock Unit" is
      a bookkeeping unit which represents a right to receive one share of Common
      Stock upon settlement, together with a right to accrual of additional
      Stock Units as a result of Dividend Equivalents, subject to the terms and
      conditions of this Plan. Stock Units are arbitrary accounting measures
      created and used solely for purposes of this Plan, and do not represent
      ownership rights in the Employer, shares of Common Stock, or any asset of
      the Employer.

               

            
	
              2.22

            	
              "Target PeRS"
      means a number of PeRS designated as a target number that may be earned by
      a Participant in respect to a given Performance Cycle plus the number of
      PeRS resulting directly or indirectly from Dividend Equivalents on the
      originally designated number of Target
PeRS.

            


    

    



    
      
         


      

      
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              2.23

            	
              "Termination of
      Employment" means the Participant’s termination of employment with
      the Employer.

               

            
	
              2.24

            	
              "Total Shareholder
      Return" (TSR) means the amount, expressed as a percentage, of
      market price appreciation or depreciation of a share of common stock plus
      dividends on a share of Common Stock or on the common stock of a company
      in the Comparison Group (in both cases excluding extraordinary dividends),
      assuming dividend reinvestment at the dividend payment date, for the
      specified 3-year period.

            


    

    



    
      
         


      

      
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              ARTICLE
      III

               

            


    

    
      	
               
      

            	
              DETERMINATION OF
      PERFORMANCE SHARES

            


    

     

    
      	
              3.1

            	
               Designation of PeRS
      and Related Terms

            


    

     

    
      	
               
      

            	
              (a)

            	
              Designation of
      PeRS. Not later than 90 days after the beginning of a Performance
      Cycle, the Committee shall: (i) select employees to participate in the
      Performance Cycle; (ii) designate, for each such employee Participant, the
      Target PeRS number such Participant shall have the opportunity to earn in
      such Performance Cycle related to TSR performance component of the
      plan;  (iii) designate, for each such employee Participant, the
      Target PeRS number such Participant shall have the opportunity to earn in
      such Performance cycle  related to Operational Measure
      performance; (iv) specify the duration of the Performance Cycle; (v)
      specify a table (Exhibit A), grid or formula that sets forth the amount of
      PeRS that will be earned in the first component of the Plan corresponding
      to the percentile rank of the Company’s average TSR for the three years
      ending on the last day of the Performance Cycle as compared to the
      unweighted average TSR of the Comparison Group for the three years ending
      on the last day of the Performance Cycle; and (vi) specify a table
      (Exhibit B) grid or formula that sets forth the amount of PeRS that will
      be earned corresponding to the Company’s performance based on the key
      operational measure component of the plan. The Committee may, in its
      discretion, reduce or eliminate the amount of payment with respect to an
      Award of PeRS to a Participant, notwithstanding the achievement of a
      specified performance condition.

            


    

     

    
      	
               
      

            	
              (b)

            	
              New
      Participants.  The provisions of 3.1(a) notwithstanding,
      at any time during a Performance Cycle, the Committee may select a new
      employee or a newly promoted employee who was not currently participating
      in the Performance Cycle to participate in the Performance Cycle and
      designate, for any such employee Participant, the number of PeRS or
      additional PeRS such Participant shall have the opportunity to earn in
      such Performance Cycle; provided, however, that such designation must be
      effective at least six months before the stated end date of
      the

            


    

     


    
      
         


      

      
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    Performance
Cycle. In determining the number of Target PeRS to be designated under this
paragraph (b), the Committee may take into account the portion of the
Performance Cycle already elapsed, the performance achieved during such elapsed
portion of the Performance Cycle, and such other considerations as the Committee
may deem relevant. The Committee shall also determine whether any calculation of
the Pro Rata Portion for such Participant shall be adjusted to include or
exclude periods prior to the Participant’s employment in the numerator or
denominator used in calculating such amount.

     

    
      	
               
      

            	
              (c)

            	
              Comparison
      Group. The Comparison Group for each Performance Cycle shall be
      designated by the Committee, provided that, if the Committee does not
      designate a new Comparison Group for any Performance Cycle, the Comparison
      Group shall be that most recently designated by the
    Committee.

            


    

     

    The
Comparison Group for each Performance Cycle for the TSR Component of the Plan is
developed including all publicaly traded utilities as defined by SIC Codes 4911
– Electric Services, and 4931 – Electric Services and Other Service
Combinations.  In the event a merger, acquisition, or other
extraordinary corporate event affects a company included in the Comparison
Group, and if as a result in the Committee’s judgment such event causes TSR for
such company not to be comparable with periods prior to the event or otherwise
necessitates a change or adjustment to ensure continued comparability, the
Committee shall make such adjustments in order to maintain the comparability of
results of the Comparison Group.

     

    
      	
               
      

            	
              (d)

            	
              Determination of
      Number of Earned PeRS. Not later than 120 days after the end of
      each Performance Cycle, the Committee shall determine the extent to which
      the performance goals for the earning of PeRS were achieved during such
      Performance Cycle and the number of PeRS (or, the “Award”) earned by each
      Participant with respect to each component for the Performance Cycle (see
      Exhibit A and Exhibit B). The Committee shall make written determinations
      that

            


    

     


    
      
         


      

      
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    the
performance goals and any other material terms relating to the earning of PeRS
were in fact satisfied.

     

    
      	
              3.2

            	
              Adjustment of and
      Changes in Stock. In the event of any change in the outstanding
      shares of Common Stock by reason of any stock dividend or split,
      recapitalization, merger, consolidation, spinoff, combination or exchange
      of shares or other similar corporate transaction, or any distributions to
      common shareholders other than regular cash dividends, the Committee may
      make such substitution or adjustment, if any, as it deems to be equitable,
      as to the number or kind of shares of Common Stock, PeRS, and/or other
      securities issued, reserved or granted for any purpose under this
      Plan.

            


    

     


    
      
         


      

      
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              ARTICLE
      IV

               

            


    

    
      	
               
      

            	
              PAYMENT OF
      GRANTS

            


    

     

    
      	
              4.1

            	
              Performance
      Awards.  Subject to the applicable provisions of Article
      III, each Participant shall be entitled to receive an Award of Common
      Stock in an amount equal to the aggregate Fair Market Value of the PeRS
      earned in respect of a Performance Cycle. Participants shall be
      immediately vested in such Award as of the date it is
    granted.

            


    

     

    
      	
              4.2

            	
              Accounts.  The
      Committee shall maintain a bookkeeping Account for each Participant
      reflecting the number of PeRS credited to the Participant hereunder
      including dividend equivalents. The Account may include subaccounts or
      other designations as the Committee may deem
  appropriate.

            


    

     

    
      	
              4.3

            	
              Payment of
      Account. Payment of an Account may be made in shares of Common
      Stock, in cash equal to the Fair Market Value of the shares on the date as
      of which payment is made, or in any combination of Common Stock and cash,
      and at such time or times as the Committee, in its discretion, shall
      determine.  The intent is to grant the payment in shares of
      Common Stock subject to sections 3.2 and 7.5 of this
      Plan.  Payment shall be made on or before March 15th  immediately
      following the conclusion of the Performance
  Cycle.

            


    

     

    
      	
               
      

            	
              The
      Committee may permit (subject to such conditions as the Committee may from
      time to time establish in order to provide for matters such as the
      effective deferral of taxation) a Participant to elect to defer receipt of
      all or any portion of any payment of shares of Common Stock that would
      otherwise be due to such Participant in payment or settlement of any Award
      under the Plan.  An eligible participant may elect to defer the
      award through the Deferred Compensation Plan for Officers and Directors of
      Central Vermont Public Service Corporation.   Any deferred
      amount will be invested in phantom “company
  stock”.

            


    

     

    


     


    
      
         


      

      
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              The
      shares of Common Stock which may be issued under the Plan may be
      authorized and unissued shares or issued shares which have been reacquired
      by the Employer.  No fractional share of the Common Stock shall
      be issued under the Plan.  Awards of fractional shares of the
      Common Stock, if any, shall be settled in
cash.

            


    

     


    
      
         


      

      
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              ARTICLE
      V

            


    

     

    
      	
               
      

            	
              TERMINATION OF
      EMPLOYMENT

            


    

     

    
      	
              5.1

            	
              Termination Prior to
      Completion of Performance
Cycle.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Termination of
      Employment. Upon a Participant’s termination of employment with the
      Employer prior to completion of a Performance Cycle all unearned PeRS
      relating to such Performance Cycle shall cease to be earnable and shall be
      cancelled, and Participant shall have no further rights or opportunities
      hereunder.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Disability, Death, or
      Retirement. If Termination of Employment is due to the death or the
      Disability or Retirement (as such terms are defined under the provisions
      of The Pension Plan of Central Vermont Public Service Corporation and Its
      Subsidiaries, i.e., the “Pension Plan”) of the Participant, the
      Participant or his beneficiary (as designated for purposes of the Pension
      Plan) shall be deemed to have earned and shall be entitled to receive
      settlement of the Pro Rata Portion of the PeRS relating to the Performance
      Cycles in effect at the date of termination, at the time and to the extent
      such PeRS would otherwise have been earned and settled, in accordance with
      Article IV if the individual had not terminated until after the close of
      the Performance Cycles. Notwithstanding the foregoing, in the event that
      such Termination of Employment is effective as of the last day of a
      calendar year, the Participant shall only be entitled to earn the
      aforementioned PeRS, as otherwise determined in this paragraph (b), upon
      approval of the Board.

            


    

     

    
      	
               
      

            	
              If
      the Participant has timely filed an irrevocable election to defer
      settlement of PeRS following a termination of employment, such earned PeRS
      shall be settled in accordance with such deferral election. Other PeRS
      relating to the Performance Cycles in effect at the date of such
      termination will cease to be earnable and will be
    cancelled.

            


    

     


    
      
         


      

      
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              5.2

            	
              Change in
      Control.  Upon a Change in Control, Section 5.1(a) shall
      cease to apply and each Participant shall be 100% vested in the PeRS at
      target performance relating to the Performance Cycles in effect as of the
      Change in Control.   Accordingly, if for example the Change
      in Control results in Executive’s Termination of Employment prior to the
      completion of a Performance Cycle, Executive will be deemed to have earned
      and shall be entitled to receive, in accordance with the applicable
      provisions of the Plan including Section 4.3 hereof concerning the timing
      for payment, the Pro Rata Portion of the PeRS at target performance
      relating to Performance Cycles in effect as of the Change in
      Control.

            


    

     


    
      
         


      

      
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    ARTICLE
VI

     

    ADMINISTRATION

    


    
      	
              6.1

            	
              Committee. This
      Plan shall be administered by the Board through the Compensation
      Committee. The Committee shall have full discretion to interpret and
      administer the Plan and its decision in any matter involving the
      interpretation and application of this Plan shall be final and binding on
      all parties.  The Committee may delegate to one or more of its
      members or to any Officer or Officers of the Company such administrative
      duties under the Plan as the Committee may deem
  advisable.

            


    

     

    
      	
              6.2

            	
              Amendment and
      Termination. The Compensation Committee reserves the right to
      amend, modify, suspend or terminate this Plan in whole or in part at any
      time by action of the Board. However, no such amendment may alter the
      maximum number of shares without shareholder
  approval.

            


    

     


    
      
         


      

      
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              ARTICLE
      VII

            


    

    


    
      	
               
      

            	
              GENERAL
      PROVISIONS

            


    

    


    
      
        	
                7.1

              	
                Payments to Minors and
      Incompetents.  If any Participant, spouse or beneficiary
      entitled to receive any benefits hereunder is a minor or is deemed by the
      Committee or is adjudged to be legally incapable of giving valid receipt
      and discharge for such benefits, they will be paid to such person or
      institution as the Committee may designate or to the duly appointed
      guardian. Such payment shall, to the extent made, be deemed a complete
      discharge of any such payment under the
Plan.

              


      

    

     

    
      
        	
                7.2

              	
                No
      Contract.  This Plan shall not be deemed a contract of
      employment with any Participant, nor shall any provision hereof affect the
      right of the Employer to terminate a Participant's
    employment.

              


      

    

     

    
      
        	
                7.3

              	
                Use of Masculine and
      Feminine; Singular and Plural.  Wher­ever used in
      this Plan, the masculine gender will include the feminine gender and the
      singular will include the plural, unless the context indicates
      otherwise.

              


      

    

     

    
      
        	
                7.4

              	
                Non-Alienation of
      Benefits.  No amount payable to, or held under the Plan
      for the account of, any Participant, spouse or beneficiary shall be
      subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, or charge, and any attempt to so
      anticipate, alienate, sell, trans­fer, assign, pledge, encumber, or
      charge the same shall be void; nor shall any amount payable to, or held
      under the Plan for the account of, any Participant be in any manner liable
      for such Participant's debts, contracts, liabilities, engage­ments, or
      torts, or be subject to any legal process to levy upon or
      attach.

              


      

    

     

    
      
        	
                7.5

              	
                Income Tax
      Withholding. As a condition to the delivery of any Shares, the
      Committee may require that the Participant, at the time of such payment of
      shares, pay to the Company an amount to satisfy any applicable tax
      withholding obligation or such greater amount of withholding as the
      Committee shall determine from time to time, or the Committee may take
      such other action as it may deem necessary to satisfy any
    such

              


      

    


    
      
         


      

      
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    withholding
obligations.  The Committee, in its sole discretion, may permit or
require Participant to satisfy all or a part of the tax withholding obligations
incident to the payment of shares by having the Company withhold a portion of
the Shares that would otherwise be issuable to the Participant.  Such
Shares shall be valued based on their Fair Market Value on the date the tax
withholding is required to be made.  Any such Share withholding with
respect to a Participant subject to Section 16(a) of the Exchange Act shall be
subject to such limitations as the Committee may impose to comply with the
requirements of Section 16 of the Exchange Act.

    


    
      
        	
                7.6

              	
                Continuation of
      Plan. In the event of a Change in Control, this Plan shall remain
      in full force and effect as an obligation of the Employer or its
      successors in interest.

              


      

    

     

    
      
        	
                7.7

              	
                Governing
      Law.  The provisions of the Plan shall be interpreted,
      con­strued, and admin­istered in accordance with the referenced
      provisions of the Code and with the laws of the State of
      Vermont.

              


      

    

     

    
      
        	
                7.8 
      

              	
                Captions.  The
      captions contained in the Plan are inserted only as a matter of
      convenience and for reference and in no way define, limit, enlarge, or
      describe the scope or intent of the Plan nor in any way affect the
      construction of any provision of the
Plan.

              


      

    

     

    
      
        	
                7.9

              	
                Severability.
      If any provision of the Plan is held invalid or unenforceable, its
      invalidity or unenforceability will not affect any other provision of the
      Plan, and the Plan will be construed and enforced as if such provision had
      not been included.

              


      

    

     


    
      
         


      

      
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              IN
      WITNESS WHEREOF, the Employer has caused this instrument to be executed by
      its duly authorized officer as of the        6       
      day of May, 2009.

            


    

    


    CENTRAL
VERMONT PUBLIC

    SERVICE
CORPORATION

    


    


    


    By:   /s/ Joan
Gamble                                

    


    


    Title:
  VP
Strategic Change & Business
Services            

    


    Attest:

    


    By:   /s/ Mary
Marzec              

    Mary
Marzec

    


    


    


    


    (Corporate
Seal)

    



    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    


    
      	
              Exhibit
      A

               

            
	
              PeRS
      Earned for Total Shareholder Return Performance Component

              for
      2009-2011 Performance Cycle

            


    

     

    


    
      
        
          
            
              
                
                  	 
      	
                          Three-Year
      Total

                          Shareholder
      Return –

                          Employer
      Percentile Rank

                          vs. Comparison
      Group

                        	 
      	
                           

                           

                          Multiple
      of

                          Target PeRS
      Earned

                        
	 
      	
                          75
      th
      percentile or higher

                           

                          50
      th
      percentile

                           

                          30
      th
      percentile

                           

                          Below
      30 th
      percentile

                        	 
      	
                          1.5

                           

                          1.0

                           

                          0.3

                           

                          0.0

                        


                

              

            

          

        

      

    

     

    


    
      	
              The
      resulting three year Total Shareholder Return determined for this Plan
      shall be rounded up to nearest percentile specified above.  The
      multiple of Target PeRS earned between each of the respective percentiles
      specified above shall be determined by linear
    interpolation.

            


    

     

    



    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


     

    


    
      	
              Exhibit
      B

               

            
	
              2009-2011
      Cycle Operational Measure

            


    

     

    


    
      	 
      	
               

               

              Operational
      Measures

            	
               

               

              Reasoning

            	
               

              0.5X

              Threshold

            	
               

               

              1X
      Target

            	
               

               

              1.5X
      Max

            	
               

               

              Weight

            
	
              Financial

            	
              CV's
      financial strength (investment grade status) is restored

            	
               

              Key
      corporate focus until achieved.  Financial strength is critical
      to meeting the long-term needs of our customers.

               

            	
              Investment
      grade (BBB-) or better by 2011

            	
              Achieve
      investment grade status (BBB-) or better by 2010

            	
              Achieve
      target and positive outlook or better by 2011

            	
              100%

            


    

    


    



    
      
         


      

      
        - 18
-