exa1017psp.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A 10.17

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    CENTRAL
VERMONT PUBLIC SERVICE CORPORATION

     

    PERFORMANCE
SHARE INCENTIVE PLAN

     

    2010

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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)

      
         

         

        



      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                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, 2010, 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.

     


    
      
        
           

           

        

         


      

      
        - 1
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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)

            


    

     

    
      
        
        

      

      
        - 2
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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, 2010, 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 year in the Performance Cycle. Performance Cycles
      generally will begin each year, and therefore will overlap with one
      another.

            


    

     

    
      
        
        

      

      
        - 3
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              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.

            


    

     

    
      
        
        

      

      
        - 4
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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.

            


    

     

    
    


    
      
        
           

           

        

         


      

      
        - 5
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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
      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.

            


    

     

    
      
        
        

      

      
        - 6
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              (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 publically 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 the performance goals and any other material terms relating to the
      earning of PeRS were in fact
satisfied.

            


    

     

    
      
        
        

      

      
        - 7
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              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.

            


    

     


    
      
        
           

           

        

         


      

      
        - 8
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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”.

            


    

     

    
      
        
           

           

        

         


      

      
        - 9
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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.

            


    

     


    
      
        
           

           

        

         


      

      
        - 10
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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 unless the Committee deems
  appropriate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Disability,
      Death, or Retirement. If Termination of Employment is due to the
      death or the Permanent and Total Disability (as defined as any disability
      that would qualify as permanent and total disability under any long term
      disability policy sponsored by the Company) or Retirement (as 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 at
      target 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.

            


    

     

    
      	
               
      

            	
              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.

            


    

     

    
      
        
        

      

      
        - 11
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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.

            


    

     


    
      
        
           

           

        

         


      

      
        - 12
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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.

            


    

     


    
      
        
           

           

        

         


      

      
        - 13
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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 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.

            


    

     

    
      
        
        

      

      
        - 14
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              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.

            


    

     


    
      
        
           

        

         


      

      
        - 15
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              IN
      WITNESS WHEREOF, the Employer has caused this instrument to be executed by
      its duly authorized officer as of the 3rd day of March,
    2010.

            


    

     

    CENTRAL
VERMONT PUBLIC

    SERVICE
CORPORATION

     

     

     

       By:
   /s/ Joan
Gamble                            

     

    Title:   /s/ VP Business
Services             

     

    Attest:

     

    By:   /s/ Mary C.
Marzec               

           Assistant
Corporate Secretary

     

     

     

     

     

    (Corporate
Seal)

     

     

     

     

     

     

     

     


    
      
        
           

        

         


      

      
        - 16
-

        
          

        

      

      
         


      

    


     

    
      Exhibit
A

       

    

    PeRS
Earned for Total Shareholder Return Performance Component

    for
2010-2012 Performance Cycle

     

     

     

    
      	
              Three
      Year Total 

              Shareholder
      Return -
      

              Employer
      Percentile Rank 

              vs.
      Comparison Group

            	 
      	
               

               

              Multiple
      of

              Target
      PeRS Earned

            
	 
      	 
      	 
      
	
              75th
      percentile or higher

              50th
      percentile

              30th
      percentile

              Below
      30th
      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

       

    

    2010-2012
Cycle Operational Measure

    
 

    
      	 
      	
               

               

            	
              Threshold

              0%

            	
              Target

              100%

            	
              Maximum

              150%

            	
              Operational
      

              Measure
      Weight

               

            
	Customer	Service
      Quality and Reliability: 3-year average results of SAIFI, CAIDI, and
      Customer Trasactional Satisfaction on SERVE matrix.	3	4	5	15%


    

     

    


    
      	Financial	Regulatory
      paradigm: allowed ROE, power cost recovery, and non-power cost
      recovery.	3	4	5	45%


    

     

     

    
      	Process	Smart
      Power project success based on Board discretion using 2010 - 2012 Smart
      Power matrix as a guideline.	3	4	5	30%


    

     

     

    
      	People	Safety: Measured by
      the workers compensation experience modification factor (MOD factor)
      ['04=1.34; '05=1.28; '06=1.11; '07=0.88; '08=1.00; '09=0.91; '10=0.92;
      '11=0.93]	1.00	0.90	0.88	10%


    

     

    


    
      	
            	
              Hurdle:

              If CV
      falls below investment grade status in 2010 - 2012 then the operational
      measures payout can not be above target.

            	
            	
            	100%


    

     

     


    
      
        
           

        

         


      

      
        - 18
-