exa1016mip.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A 10.16


     

     

     

     

     

     

     

     

     

     

    CENTRAL
VERMONT PUBLIC SERVICE CORPORATION

    MANAGEMENT
INCENTIVE PLAN

    2010

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    CENTRAL
VERMONT PUBLIC SERVICE CORPORATION

    MANAGEMENT
INCENTIVE PLAN

     

    Effective
as of January 1, 2010

     

    TABLE OF
CONTENTS

     

    
      	
              ARTICLE
      I

            	
              INTRODUCTION
      AND PURPOSE

               

            	
              Page

            
	 
      	
              1.1

            	
              Purpose
      of the Plan

            	
              1

               

            
	
              ARTICLE
      II

            	
              DEFINITIONS

               

            	 
      
	 
      	
              2.1

              2.2

              2.3

              2.4

              2.5

              2.6

               

            	
              "Annual
      Incentive Award"

              "Award
      Payment Date"

              "Base
      Salary"

              "Board"
      or "Board of Directors"

              "Change
      in Control"

              "Code"

            	
              2

              2

              2

              2

              2

               

            
	 
      	
              2.7

              2.8

              2.9

              2.10

              2.11

            	
              "Committee"

              "Company"

              "Effective
      Date"

              "Eligible
      Employees"

              "For
      Cause"

               

            	
              2

              2

              3

              3

              3

            
	 
      	
              2.12

              2.13

              2.14

              2.15

              2.16

            	
              "Participant"

              "Performance
      Goals"

              "Performance
      Period"

              "Permanent
      and Total Disability"

              "Plan"

               

            	
              3

              3

              3

              4

              4

               

            
	 
      	
              2.17

            	
              "Target
      Potential"

               

            	
              4

               

            
	
              ARTICLE
      III

            	
              PARTICIPATION

               

            	 
      
	 
      	
              3.1

            	
              Participation

               

            	
              5

            
	
              ARTICLE
      IV

            	
              PERFORMANCE
      GOALS AND AWARD OPPORTUNITIES

               

            	 
      
	 
      	
              4.1

              4.2

              4.3

              4.4

              4.5

            	
              Performance
      Goals

              Performance
      Levels

              Participant
      Goals

              Target
      Potential

              Amount
      of Award

               

            	
              6

              6

              6

              7

              7

            
	
              ARTICLE
      V

            	
              DETERMINATION
      AND PAYMENT OF ANNUAL INCENTIVE AWARDS

               

            	 
      
	 
      	
              5.1

              5.2

              5.3

              5.4

              5.5

              5.6

            	
              Timing
      and Determination of Annual Incentive Awards

              Short
      Performance Year

              Death
      or Permanent and Total Disability

              Termination
      or Retirement

              Change
      in Control

              Limitation
      on Right to Payment of Award

            	
              9

              9

              10

              10

              10

              10

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              ARTICLE
      VI

            	
              ADMINISTRATION

               

            	 
      
	 
      	
              6.1

              6.2

              6.3

               

            	
              Committee

              Authority
      of the Committee

              Costs

               

            	
              11

              11

              11

               

            
	
              ARTICLE
      VII

            	
              MISCELLANEOUS

               

            	 
      
	 
      	
              7.1

              7.2

              7.3

              7.4

              7.5

               

              7.6

              7.7

              7.8

              7.9

               

              7.10

              7.11

              7.12

              7.13

              7.14

               

            	
              Amendment

              Termination

              Employment
      Rights

              Nonalienation
      of Benefits

              No
      Funding

               

              Tax
      Withholding

              Controlling
      Laws

              Gender
      and Number

              Action
      by the Company

               

              Mistake
      of Fact

              Severability

              Effect
      of Headings

              No
      Liability

              Successors

               

            	
              12

              12

              12

              13

              13

               

              13

              13

              13

              13

               

              13

              14

              14

              14

              14

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              ARTICLE
      I

               

              INTRODUCTION
      AND PURPOSE

               

            
	
              1.1

            	
              Purpose
      of the Plan. The Central Vermont Public Service Corporation
      Management Incentive Plan (the "Plan") is an incentive compensation
      program for eligible officers of Central Vermont Public Service
      Corporation (the "Company”).  The purpose of the Plan is to
      focus the efforts of the Executive Team on achieving challenging and
      demanding annual performance objectives.  The Plan is designed
      and intended to further the attainment of the customer service, financial,
      process improvement and employee related objectives of the Company, to
      assist the Company in attracting and retaining highly qualified
      executives, and to enhance the mutual interest of customers, shareholders
      and eligible officers of the Company.  In addition, this Plan
      supports the Company's performance oriented
  culture.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              ARTICLE
      II

               

              DEFINITIONS

               

            
	
              2.1

            	
              "Annual
      Incentive Award" shall mean a cash incentive payable to a
      Participant under the terms of this Plan.

               

            
	
              2.2

            	
              "Award
      Payment Date" shall mean, for each Performance Period, the date
      that the amount of the Annual Incentive Award for that Performance Period
      shall be paid to the Participant under Article V of the Plan.

               

            
	2.3	
              "Base
      Salary" shall mean a Participant's annualized salary for the
      Performance Period for which the amount of an Annual Incentive Award is
      being determined

               

            
	
              2.4

            	
              "Board"
      or "Board of Directors" shall mean the Board of Directors of the
      Company.

               

            
	
              2.5

            	
              "Change
      in Control" shall have, in the case of each Participant under
      the Plan, the meaning provided for in the Change in Control
      Agreement, if any, between each Participant and the Company.  In the
      absence of a Change in Control Agreement with a Participant, Change in
      Control shall have, with respect to such Participant, the meaning provided
      for in the standard Change in Control Agreement approved by the Board as
      the same may be amended from time to time.

               

            
	
              2.6

            	
              "Code"
      shall mean the Internal Revenue Code of 1986, as amended, and references
      to particular provisions of the Code shall include any amendments thereto
      or successor provisions and any rules and regulations promulgated
      thereunder.

               

            
	
              2.7

            	
              "Committee"
      shall mean the Compensation Committee of the Board of Directors of the
      Company or any other duly established committee or subcommittee appointed
      by the Board for purposes of this Plan.

               

            
	
              2.8

            	
              "Company"
      shall mean Central Vermont Public Service Corporation, a Vermont
      corporation.

            


    

     

     

    
      
        
        

      

      
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              2.9

            	
              "Effective
      Date" shall mean January 1, 2010.  The Plan shall be
      effective for the Performance Period beginning on January 1,
      2010.

               

            
	
              2.10

            	
              "Eligible
      Employee" shall mean the Chief Executive Officer (CEO) of
      Central Vermont Public Service Corporation and other executive officers of
      the Company.

               

            
	
              2.11

            	
              "For
      Cause" shall mean, but is not limited to, (i) the willful failure
      by executive officer substantially to perform executive officer’s duties
      with Company or a Subsidiary, (other than any failure resulting from
      executive officer’s incapacity due to executive officer’s Permanent and
      Total Disability, or any actual failure after the issuance of a notice of
      termination for good reason by executive officer that continues for at
      least 30 calendar days after the Board delivers to executive officer a
      written demand for performance that identifies specifically and in detail
      the manner in which the Board believes that executive officer willfully
      has failed substantially to perform executive officer’s
      duties,

               

              (ii)
      a conviction, guilty plea or plea of nolo contendere of executive officer
      for any felony,

              (iii)
      the willful engaging by executive officer in misconduct that is
      demonstrably and materially injurious to Company or any Subsidiary,
      monetarily or otherwise,

              (iv)
      a material violation by executive officer of the corporate governance
      guidelines and code of ethics of Company or any Subsidiary;
or

              (v)
      a material violation by executive officer of the requirements of the
      Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule
      or regulation.

               

            
	
              2.12

            	
              "Participant"
      for a Performance Period shall mean each Eligible Employee who is an
      Eligible Employee for that Performance Period.

               

            
	
              2.13

            	
              "Performance
      Goals" shall mean the measures of the Company's performance as
      defined in Section 4.1 of this Plan that must be met for any Participant
      to receive any Annual Incentive Award under this Plan, as provided in
      Section 4.1.

               

            
	
              2.14

            	
              "Performance
      Period" shall mean the taxable year of the Company or any other
      period designated by the Committee with respect to which an Annual
      Incentive Award may be granted.

               

            
	
              2.15

            	
              "Permanent
      and Total Disability" shall mean any disability that would qualify
      as permanent and total disability under any long term disability policy
      sponsored by the Company.

               

            


    

     

     

    
      
        
        

      

      
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              2.16

            	
              "Plan"
      shall mean this Central Vermont Public Service Corporation Management
      Incentive Plan, as it may be amended from time to
time.

               

            
	
              2.17

            	
              "Target
      Potential" shall mean the targeted percentage of Base Salary
      for each Participant.

            


    

     

     

    
      
         


      

      
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              ARTICLE
      III

               

              PARTICIPATION

               

            
	
              3.1

            	
              Participation.
      An Eligible Employee will become a Participant in this Plan as of the
      later of the Effective Date, the Eligible Employee's date of hire or the
      date the individual becomes an Eligible Employee.

               

              An
      Eligible Employee who is a Participant for the entire length of a
      Performance Period shall be eligible for consideration for an Annual
      Incentive Award with respect to that Performance Period.

               

              The
      Committee may provide a prorated Annual Incentive Award for an Eligible
      Employee who becomes a Participant during the Performance
      Period.

               

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

    
      	
              ARTICLE
      IV

               

              PERFORMANCE
      GOALS AND AWARD OPPORTUNITIES

               

            
	
              4.1

            	
              Performance
      Goals. The measures of Performance Goals are established as
      follows:

               

              (a) Company
      Balanced Business Performance.  Measures the overall company
      performance, through a balanced set of measures established annually,
      including customer satisfaction, financial performance, process
      improvement and employee measures.

               

              (b) Individual
      Performance. Based on advice and recommendation from the Chief Executive
      Officer (CEO) for those reporting to him, the Committee and Board evaluate
      each Participant’s individual performance compared to performance
      objectives set early in the year.  The Chairman of the Board and
      Committee evaluate the CEO’s performance versus his performance
      objectives.  This individual performance measure is at the full
      discretion of the Board.

               

              Company
      and Individual Performance Goals will be established in writing for each
      Performance Period by no later than the first quarter of the Performance
      Period.  The Company Balanced Business Performance is weighted
      80%, and Individual Performance has a 20% weight.

               

            
	
              4.2

            	
              Performance
      Levels.  Company measures described in Section 4.1 will
      be established for three performance levels: threshold, target and
      maximum.  To the extent possible, these levels are set based on
      the following probabilities:  90% probability of achieving the
      threshold level; 50% probability of achieving target level; and 10%
      probability of achieving the maximum level.

               

            
	
              4.3

            	
              Participant
      Goals. Participants will have a combination of Company Balanced
      Business Performance and Individual Performance measured goals used in
      determining any Annual Incentive Award as described in 4.1
      above.

               

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              4.4

            	
              Target
      Potential.  For each Performance Period, the Committee
      and Board set the target potential measured as a percentage of Base Salary
      for each eligible employee.  The target level of incentive award
      for the Plan is as follows:

               

              · 50%
      of Base Salary for the Company’s CEO;

              · 30%
      of Base Salary for the Company’s Senior Vice
      Presidents;

              · 25%
      of Base Salary for the Company’s Vice Presidents, and

              · 20%
      of Base Salary for the Company’s Assistant Vice
      Presidents.

               

              The
      maximum payout is capped at two times Target Potential.

               

            
	
              4.5

            	
              Amount
      of Award.  Following the completion of the Performance
      Period, the Committee shall undertake or direct a calculation of actual
      performance for each of the Company and individual measures for such
      Performance Period, based on criteria used in the measures.  The
      actual award opportunity for each Participant will be determined as
      follows:

               

              (a) For
      each measure in the scorecard for the Company Balanced Business
      Performance threshold, target and maximum performance levels are
      defined.  Actual performance is determined and linear
      interpolation is used between three points where achieving the threshold
      level of performance results in no payout; the target level of performance
      results in 100% of the target payout and achieving the maximum level of
      performance results in a 200% of the target payout.

               

              (b) A
      weighted average of the target incentive multiplier for each component of
      the Company Balanced Business Performance measure will be
      determined.  A weighted average rating for each component of the
      Individual Performance measure will also be determined. The overall
      individual performance is then tied to Company performance where 3.0 is
      the threshold, 4.2 equals the Company Balanced Business Performance and
      5.0 is the maximum.

               

              A
      weighted average of the target incentive multiplier for the Company and
      individual performance measures will be determined, based on the
      weightings described in Section 4.1 for Eligible
  Employees.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
       

      (c) The final
target incentive multiplier will be multiplied by the Participant's Target
potential to determine the Annual Incentive Award percentage.  Unless
the average of the financial measures of the Company Balanced Business
Performance and the results of the Company’s customer service quality and
reliability as measured by our SERVE matrix both meet at least 50% between the
threshold and target, the final incentive multiplier cannot exceed 100% of the
target incentive multiplier overall.

       

      (d) The
Annual Incentive Award percentage will then be multiplied by the Participant's
Base Salary as of at the end of the prior year to determine the Participant's
Annual Incentive Award, prior to any further reductions as described in this
Plan, including Sections 5.2, 5.3, 5.4, 5.5, 5.6 and 6.2.

       

    

     

    
      
         


      

      
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              ARTICLE
      V

               

              DETERMINATION
      AND PAYMENT OF ANNUAL INCENTIVE AWARDS

               

            
	
              5.1

            	
              Timing
      and Determination of Annual Incentive Awards.  Following
      the completion of a Performance Period, the Committee shall undertake or
      direct an evaluation of performance results as compared to the appropriate
      performance criteria established for the Performance Period as determined
      in Article IV.  The Committee will report to the Board with
      respect to achievement of previously approved Company and individual
      performance targets for that Performance Period, and will submit to the
      Board its recommendations as to the appropriate award payment levels for
      each eligible participant.

               

              Recommendations of
      the Committee, with such modifications as may be made by the Board, will
      be binding on all Participants.

               

              No Annual Incentive
      Award may be paid without the prior approval of the
      Committee.

               

              Any
      Annual Incentive Awards will be paid on the Award Payment Date, which
      shall be no later than March 15th
      following the Performance Period.

               

            
	
              5.2

            	
              Short
      Performance Year.  In the event that a determination of
      an Annual Incentive Award must be made for a Performance Period of less
      than 12 months, and the year of termination of employment, the
      determination shall be made in accordance with the provisions of this
      Plan, except that:

               

              (a) In
      the year of hire, if hired after the first date a Performance Period
      begins, or the year of death or permanent and total disability, the amount
      otherwise determined under the Plan shall be prorated to reflect the
      period of time during which the Participant was a Participant in the Plan
      compared to the total period of time of the Performance Period. In the
      event of termination or retirement of a Participant during the Performance
      Period, such Participant will not be eligible for a prorated Annual
      Incentive Award with respect to that Performance Period, unless the
      Committee deems appropriate.

               

              (b) In
      the year of a Change in Control, the Company will be assumed to have
      achieved a target performance level prorated by time.

               

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              5.3

            	
              Death
      or Permanent and Total Disability. In the event of the death or
      Permanent and Total Disability of a Participant during a Performance
      Period, such Participant will be eligible for a prorated Annual Incentive
      Award at target with respect to that Performance Period. Said award shall
      be paid as close to the date of Death or Permanent and Total Disability as
      reasonably possible.

               

            
	
              5.4

            	
              Termination
      or Retirement. In the event of the termination or retirement of a
      Participant before the end of the Performance Period, such Participant
      will not be eligible for a prorated Annual Incentive Award with respect to
      that Performance Period, unless the Committee deems appropriate. If the
      Committee deems it appropriate to pay an award in this case, the award
      will be paid at target as close to the date of termination or retirement
      as reasonably possible.

            


    

     

    
      	
              5.5

            	
              Change-in-Control
      (CIC).  In the event of a CIC, a Participant shall receive the
      benefit, if any, as provided for in the CIC Agreement between the
      Participant and the Company. In
      the absence of a CIC Agreement,
      a Participant whose employment is terminated following a CIC shall be
      entitled to receive an Annual Incentive Award at the target performance
      level prorated, if necessary, to reflect termination of employment prior
      to the conclusion of the Performance Period all as more specifically
      provided for in the standard Change in Control Agreement approved by the
      Board as the same may be amended from time to time.  

               

            
	
              5.6

            	
              Limitation
      on Right to Payment of Award. Notwithstanding any other Plan
      provision to the contrary, no Participant shall have a right to receive
      payment of an Annual Incentive Award under the Plan if, subsequent to the
      commencement of the Performance Period and prior to the date any award
      would otherwise be payable, is terminated For Cause.

               

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


     

    
      	
              ARTICLE
      VI

               

              ADMINISTRATION

               

            
	
              6.1

            	
              Committee.  The
      Plan shall be operated and administered by the
      Committee.

               

            
	
              6.2

            	
              Authority
      of the Committee.  The Committee shall have full power
      except as limited by it’s Charter, the bylaws of the Company or any
      restrictions or directions imposed by the Board and subject to the
      provisions herein, to determine the Performance Goals during each
      Performance Period, to determine the terms, conditions and amounts of
      Annual Incentive Awards in a manner consistent with the Plan, and to
      establish, amend or waive rules and regulations as it deems appropriate
      for the Plan's administration in a manner consistent with the terms of
      this Plan. Further, the Committee shall make all other determinations that
      may be necessary or advisable for the administration of the Plan. The
      Committee's determinations and interpretations with respect to this Plan
      shall be binding on all parties. While the Committee may appoint
      individuals to act on its behalf in the administration of this Plan, the
      Committee will have the sole, final and conclusive authority to
      administer, construe and interpret this Plan.

               

              The
      Committee may, for reasons it deems appropriate, in its discretion,
      determine to disapprove, reduce or eliminate any Participant's Annual
      Incentive Award as it deems warranted by extraordinary
      circumstances.

               

            
	
              6.3

            	
              Costs.  The
      Company shall pay all costs of administration of the
      Plan.

               

            


    


    
      
         


      

      
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              ARTICLE
      VII

               

              MISCELLANEOUS

               

            
	
              7.1

            	
              Amendment.
      The Committee or the Board may at any time alter or amend any provision of
      the Plan, provided that no such amendment that would require the consent
      of the stockholders of the Company pursuant to the Code, or any other
      applicable law, rule or regulation, shall be effective without such
      consent. No such amendment shall adversely affect in any material way a
      Participant's rights to, or interest in, an Annual Incentive Award earned
      through the end of the Performance Period in which such amendment is
      adopted or becomes effective unless the Participant shall have agreed
      thereto in writing, unless such amendment is required by applicable
      law.

               

            
	
              7.2

            	
              Termination.
      The Board may suspend or terminate this Plan at any time, and in the case
      of such termination, the following provisions of this Section shall apply
      notwithstanding any other provisions of the Plan to the contrary. No such
      suspension or termination shall adversely affect in any material way a
      Participant's rights to, or interest in, an Annual Incentive Award earned
      through the end of the Performance Period in which such suspension or
      termination is adopted or becomes effective unless the Participant shall
      have agreed thereto in writing.

               

            
	
              7.3

            	
              Employment
      Rights. The Plan does not constitute a contract of employment and
      participation in this Plan will not give an Eligible Employee the right to
      be rehired or retained in the employ of the Company, nor will
      participation in this Plan give any Eligible Employee any right or claim
      to any benefit under this Plan, unless such right or claim has
      specifically accrued under the terms of this Plan. This Plan is not a
      contract between the Company and its Eligible Employees or Participants.
      No Participant or other person shall have any claim or right to be granted
      an Annual Incentive Award under this Plan until such Annual Incentive
      Award is actually granted. Neither the establishment of this Plan, nor any
      action taken hereunder, shall be construed as giving any Participant any
      right to be retained in the employ of the Company. Nothing contained in
      this Plan shall limit the ability of the Company to make payments or
      awards to Participants under any other plan, agreement or arrangement. To
      the extent any provision of this Plan conflicts with any provision of a
      written agreement between an Employee and the Company, the provisions of
      the employment agreement shall control.

               

            


    

     

     

    
      
        
        

      

      
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              7.4

            	
              Nonalienation
      of Benefits. A Participant's right and interest under the Plan may
      not be assigned or transferred and any attempted assignment or transfer
      shall be null and void and shall extinguish, in the Company's sole
      discretion, the Company's obligation under the plan to pay Annual
      Incentive Awards with respect to the Participant.

               

            
	
              7.5

            	
              No
      Funding. The Plan shall be unfunded. The Company shall not be
      required to establish any special segregation of assets to assure payment
      of Annual Incentive Awards.

               

            
	
              7.6

            	
              Tax
      Withholding. The Company shall have the right to deduct from Annual
      Incentive Awards paid any taxes or other amounts required by law to be
      withheld.

               

            
	
              7.7

            	
              Controlling
      Laws. All questions pertaining to the construction, regulation,
      validity and effect of the provisions of the plan shall be determined in
      accordance with the laws of the State of Vermont, except to the extent
      superseded by laws of the United States.

               

            
	
              7.8

            	
              Gender
      and Number. Where the context admits, words in the masculine gender
      shall include the feminine gender, the plural shall include the singular
      and the singular shall include the plural.

               

            
	
              7.9

            	
              Action
      by the Company. Any action required of or permitted by the Company
      under this Plan shall be by written resolution of the Board or by a person
      or persons authorized by written resolution of the
      Board.

               

            
	
              7.10

            	
              Mistake
      of Fact. Any mistake of fact or misstatement of fact shall be
      corrected when it becomes known and proper adjustment made by reason
      thereof.

               

            


    

     

     

    
      
        
        

      

      
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              7.11

            	
              Severability.
      In the event any provision of this Plan shall be held to be illegal or
      invalid for any reason, such illegality or invalidity shall not affect the
      remaining parts of this Plan, and this Plan shall be construed and
      endorsed as if such illegal or invalid provision had never been contained
      in this Plan.

               

            
	
              7.12

            	
              Effect
      of Headings. The descriptive headings of the Articles and Sections
      of this Plan are inserted for convenience of reference and identification
      only and do not constitute a part of this Plan for purposes of
      interpretation.

               

            
	
              7.13

            	
              No
      Liability. No member of the Board or the Committee or any officer
      or employee of the Company or an affiliate shall be personally liable for
      any action, omission or determination made in good faith in connection
      with this Plan. The Company shall indemnify and hold harmless the members
      of the Committee, the Board and the officers and employees of the Company
      and any affiliates, and each of them, from and against any and all loss
      which results from liability to which any of them may be subjected by
      reason of any act or conduct (except willful misconduct or gross
      negligence) in their official capacities in connection with the
      administration of this Plan, including all expenses reasonably incurred in
      their defense, in case the Company fails to provide such defense. By
      participating in this Plan, each Eligible Employee agrees to release and
      hold harmless each of the Company and any affiliates (and their respective
      directors, officers and employees), the Board and the Committee, from and
      against any tax or other liability, including without limitation, interest
      and penalties, incurred by the Eligible Employee in connection with his
      participation in the plan.

               

            
	
              7.14

            	
              Successors.
      All obligations of the Company under the plan with respect to Annual
      Incentive Awards granted hereunder shall be binding on any successor to
      the Company, whether the existence of such successor is a result of a
      direct or indirect purchase, merger, consolidation or otherwise, of all or
      substantially all of the business and/or assets of the
      Company.

            


    

     

     

     

     

     

    
      
         


      

      
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    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:
Vice President

     

    Attest:

     

    By:    /s/
Mary C.
Marzec                  

            
Assistant Corporate Secretary

     

     

    (Corporate
Seal)

     


    
      
         


      

      
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