Unassociated Document


     

    Confidential
      materials omitted and filed

    separately
      with the Securities and Exchange

    Commission. 
Asterisks
      denote such
      omission.

     

    Exhibit
      10.2

     

     

     

     

    [LOGO]

     

    Constellation

     

     

     

     

    

      CONSTELLATION
        BRANDS, INC.

       

      EXECUTIVE
        ANNUAL MANAGEMENT INCENTIVE PLAN

       

      2008
        FISCAL YEAR AWARD PROGRAM

       

      FOR
        EXECUTIVE OFFICERS

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CONSTELLATION
        BRANDS, INC.

       

      EXECUTIVE
        ANNUAL MANAGEMENT INCENTIVE PLAN

      2008
        FISCAL YEAR AWARD PROGRAM

      FOR
        EXECUTIVE OFFICERS

       

       

      TABLE
        OF CONTENTS

       

      
        
          	 Paragraph	 	 Page


        

      

    

     

    

      
        	
                1.

              	
                PROGRAM
                  OBJECTIVES

              	
                 

                1

              
	
                2.

              	
                PROGRAM
                  ADMINISTRATION

              	
                 

                1

              
	
                 

                3.

              	
                PROGRAM
                  PARTICIPATION

              	
                2

              
	
                4.

              	
                TERMINATION
                  OF EMPLOYMENT

              	
                 

                2

              
	
                5.

              	
                AWARD
                  LEVELS

              	
                 

                2

              
	
                6.

              	
                PERFORMANCE
                  TARGETS

              	
                 

                3

              
	
                7.

              	
                EFFECT
                  OF MERGER, ACQUISITION, REORGANIZATION, ETC.

              	
                 

                3

              
	
                8.

              	
                PAYMENT
                  OF AWARDS

              	
                 

                4

              
	
                9.

              	
                ASSIGNMENT

              	
                 

                4

              
	
                10.

              	
                EMPLOYMENT
                  RIGHT

              	
                 

                4

              
	
                11.

              	
                WITHHOLDING
                  FOR TAXES

              	
                 

                4

              
	
                12.

              	
                SPECIAL
                  RULES FOR CERTAIN EXECUTIVES

              	
                 

                5

              
	
                13.

              	
                DEFINITIONS

              	
                 

                5

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      CONSTELLATION
        BRANDS, INC.

      EXECUTIVE
        ANNUAL MANAGEMENT INCENTIVE PLAN

      2008
        FISCAL YEAR AWARD PROGRAM

      FOR
        EXECUTIVE OFFICERS

       

      
        
          	
                  Purpose:

                	
                  This
                    document is intended to describe parameters for making incentive
                    awards
                    for the period commencing March 1, 2007 and ending February 29,
                    2008
                    during the Company’s 2008 fiscal year (the “Program”). The Company has
                    adopted the Annual Management Incentive Plan (the “Plan”) which authorizes
                    the Company to grant incentive compensation to certain employees.
                    All
                    awards granted under the Program will be granted pursuant and
                    subject to
                    the terms of the Plan. Notwithstanding anything to the contrary,
                    awards to
                    participants in the Program are subject to the Company’s shareholders
                    reapproving the terms of the Plan, including Amendment Number
                    3 to the
                    Plan. If the Company’s shareholders do not reapprove the Plan (including
                    Amendment Number 3) prior to February 29, 2008, no awards to
                    participants
                    will be made under the
                    Program.

                


        

      

    

     

    
      
        	
                1.

              	
                PROGRAM
                  OBJECTIVES

                 

                The
                  objectives of the Program are to:

                 

              
	 	
                A.

              	
                Support
                  the Company’s annual planning, budget and strategic planning
                  process;

                 

              
	 	
                B.

              	
                Provide
                  compensation opportunities which are competitive with those of
                  other
                  beverage alcohol or industry related companies in order to attract
                  and
                  retain key executives;

                 

              
	 	
                C.

              	
                Motivate
                  executives to achieve profit and other key goals of the
                  Company;

                 

              
	 	
                D.

              	
                Control
                  overhead by designating a portion of annual compensation as a variable
                  rather than fixed expense.

                 

              
	
                2.

              	
                PROGRAM
                  ADMINISTRATION

                 

              
	 	
                A.

              	
                The
                  Human Resources Committee (the “Committee”) of the Company’s Board of
                  Directors is responsible for determining which employees shall
                  receive
                  awards and the amounts, terms and conditions of all awards under
                  the
                  Program. The Committee will delegate certain administrative duties
                  to the
                  Executive Vice President, Chief Human Resources Officer.

                 

              
	 	
                B.

              	
                Decisions
                  and determinations by the Committee will be final and binding upon
                  all
                  persons, including, but not limited to, participants and their
                  personal
                  representatives, heirs and assigns.

                 

              


      

      
        	 	
                C.

              	
                This
                  Program creates no vested or contractual right to the compensation
                  provided herein. The Committee shall have the authority to interpret,
                  amend or cancel the Program at any time, or to make any other
                  determinations that it believes necessary or advisable for the
                  administration of the Program. The Committee’s authority includes the
                  power, in its sole discretion, to reduce the amount of or eliminate
                  an
                  Award payable to a participant.

                 

              


      

    

    
      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            2
            -

        

      

       

      
        	
                3.

              	
                PROGRAM
                  PARTICIPATION

                 

              
	 	
                A.

              	
                The
                  Committee is responsible for determining who may participate in
                  the
                  Program. The Company will provide a written recommendation to the
                  Committee of the employees who he believes should be included in
                  the
                  Program for a Plan Year. Generally, Awards will be made to employees
                  who
                  the Committee believes are in a position to make significant contributions
                  to the financial success of the Company.

                 

              
	 	
                B.

              	
                The
                  participants for the Plan Year are identified in Schedule A. These
                  schedules may be revised at any time during the year, as
                  appropriate.

                 

              
	 	
                C.

              	
                To
                  the extent permitted by Section 162(m) of the Internal Revenue
                  Code,
                  participants may be added to the Program at any time during a Plan
                  Year
                  provided that such addition occurs before December of the Plan
                  Year. In
                  this case, a participant’s Salary for purposes of determining an Award
                  shall be prorated for the period remaining in the Plan Year. For
                  purposes
                  of proration, a participant shall be given credit for the entire
                  month of
                  any month in which the participant participates in the
                  Program.

                 

              
	
                4.

              	
                TERMINATION
                  OF EMPLOYMENT

                 

              
	 	
                A.

              	
                In
                  the event that a participant terminates employment for reasons
                  other than
                  death, Disability, Retirement or involuntary termination without
                  Cause
                  during a Plan Year, the participant will forfeit all rights to
                  an Award
                  with respect to that Plan Year.

                 

              
	 	
                B.

              	
                In
                  the event that a participant terminates employment for reasons
                  of death,
                  Disability, Retirement, or involuntary termination without Cause,
                  a
                  ratable portion of any applicable Award may be paid, subject to
                  the
                  attainment of the applicable performance target. The ratable portion
                  of
                  the Award shall be determined by multiplying the Award by a fraction
                  the
                  numerator of which is the number of full or partial months during
                  the Plan
                  Year during which the participant was employed and the denominator
                  of
                  which is twelve. Such amount will be paid at the same time as when
                  Awards
                  are paid to other participants.

                 

              
	
                5.

              	
                AWARD
                  LEVELS

                 

              
	 	
                A.

              	
                The
                  amount of a participant’s Award will be calculated based on three
                  variables: the participant’s management position, Salary and achieved
                  performance for the Plan Year.

                 

              
	 	
                B.

              	
                Each
                  participant will be assigned to a certain category (“Participation
                  Category”) based on the participant’s management position in the Company
                  (see Schedule A).

                 

              


      

      
        	 	
                C.

              	
                The
                  Committee has established performance targets for each participant
                  that
                  are based on one or more of the following: a Corporate financial
                  performance target(s) (“Corporate Target”), and a Division/Company
                  financial performance target(s) (“Divisional Target”). Schedule C sets
                  forth the applicable Corporate and Divisional Targets. Participants
                  who
                  are treated as “Covered Employees” under Section 12 will have their
                  incentive compensation calculated based solely on Corporate and
                  Divisional
                  Targets. 

                 

              
	 	D.	
                
                  A
                    participant who has a Corporate Target(s) and/or a Divisional
                    Target(s)
                    will be assigned a weighting to determine the percentage that
                    each of the
                    targets will contribute towards the participant’s total Award. These
                    weightings are set forth at Schedule D (e.g.,
                    

                

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            3
            -

        

      

       

       

      
        	 	 	
                the
                  Award for a Division CEO/President will be calculated [*****] based
                  on the
                  Corporate Target and [*****] based on the participant’s Divisional
                  Targets). The weightings assigned to the Corporate and Divisional
                  Targets
                  will be referred to as the “Corporate Percentage(s)” and “Divisional
                  Percentage(s)”, respectively. 

                 

              
	 	
                E.

              	
                A
                  participant’s Award will be calculated by multiplying the participant’s
                  Salary by the appropriate percentage set forth in the Award Schedule
                  (Schedule B) taking into account the participant’s Participation Category
                  and performance level (e.g., threshold, target, maximum, etc.)
                  with
                  respect to the participant’s Corporate Target(s) and multiplying such
                  amount by the participant’s Corporate Percentage(s). If the actual
                  performance level falls between the designated levels of performance
                  set
                  forth in Schedule B, the percentage by which the participant’s salary is
                  multiplied will be interpolated. For example, if the actual performance
                  level falls half way between the “threshold” and “midpoint” levels, the
                  percentage will be calculated as the average of the percentages
                  for the
                  “threshold” and “midpoint” levels. A similar calculation is performed for
                  the participant’s Divisional Targets, if any, and the participant’s total
                  Award will be the sum of these calculations.

                 

              
	 	 	
                Example: Assume
                  a Divison CEO of Constellation Brands was listed in Participation
                  Category
                  A1,
                  had a salary of [*****], and achieved the participant’s “threshold”
                  Corporate Target and “maximum” Divisional Targets. Based on these facts
                  and Schedules B, C and D, the participant’s Award would be [*****] (i.e.,
                  [*****] x [*****] x [*****] + [*****] x [*****] x [*****] + [*****]
                  x
                  [*****] x [*****]).

                  

              
	
                6.

              	
                PERFORMANCE
                  TARGETS

                 

              
	 	
                A.

              	
                Performance
                  measurement criteria will be established for the Plan Year and
                  such
                  criteria will relate to corporate and/or divisional objectives.
                  Performance targets will be established based on the selected criteria.
                  Schedule C sets forth the applicable corporate and divisional performance
                  criteria and targets for the Plan Year.

                 

              
	 	
                B.

              	
                Schedule
                  B sets forth the Award levels based on the attainment of the Corporate,
                  Divisional, Individual and Team Targets determined in accordance
                  with the
                  criteria and targets set forth in Schedule C.

                 

              
	
                7.

              	
                EFFECT
                  OF EXTRAORDINARY ITEMS, MERGER, ACQUISITION, REORGANIZATION,
                  ETC.

                 

              
	 	
                A.

              	
                The
                  Committee shall adjust the performance measurement criteria to
                  take into
                  account the effects of any “Extraordinary Items.” “Extraordinary Items”
                  means (1) items presented as such (or other comparable terms) on
                  the
                  Company’s audited financial statements, (2) extraordinary, unusual or
                  nonrecurring items of gain or loss (including, without limitation,
                  an
                  unbudgeted material expense incurred by or at the direction of
                  the Board
                  of Directors or a Committee of the Board or a material litigation
                  judgment
                  or

              


      

      
      

      
      

      
______________________________

      
        
          
            Confidential
              materials omitted and filed separately with the Securities and Exchange
              Commission. 

            Asterisks
              denote such omission.

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            4
            -

        

      

       

      
        	 	 	
                settlement),
                  (3) changes in tax or accounting laws or rules, and (4) the effects
                  of
                  mergers, acquisitions, divestitures, spin-offs or significant transactions
                  (including, without limitation, a corporate merger, consolidation,
                  acquisition of property or stock, reorganization, restructuring
                  charge, or
                  joint venture), each of which are identified in the audited financial
                  statements and notes thereto or in the “management’s
                  discussion and analysis” of the financial statements in a period report
                  filed with the SEC under the Exchange Act. The Committee shall
                  make such
                  adjustments to the performance measurement criteria as shall be
                  equitable
                  and appropriate in order to make the criteria, as nearly as practicable,
                  equivalent to the criteria immediately prior to such transaction
                  or
                  event.

                 

              
	 	
                B.

              	
                In
                  the event of a Change of Control, as defined under the Plan, the
                  Plan Year
                  shall end on the date of the Change in Control and the Corporate
                  and
                  Divisional Targets shall be adjusted to reflect the early termination
                  of
                  the Plan Year. If the Corporate and Divisional Targets, as adjusted,
                  are
                  deemed satisfied by the Committee, a participant may receive a
                  ratable
                  portion of the Award that would have been paid if the Plan Year
                  had not
                  been terminated early and the Corporate and Divisional Targets
                  had been
                  satisfied. The ratable portion of the Award shall be determined
                  by
                  multiplying the original Award by a fraction with a numerator equal
                  to the
                  number of months from the first day of the Plan Year to the date
                  of the
                  Change of Control (including any fractional month) and a denominator
                  equal
                  to twelve.

                 

              
	
                8.

              	
                PAYMENT
                  OF AWARDS

                 

              
	 	
                The
                  entire Award calculated in accordance herewith shall be payable
                  within
                  thirty (30) days after the Committee approves the final year end
                  performance in accordance with the plan document. Before any Award
                  is paid
                  to a participant, the Committee will certify, in writing, that
                  the
                  applicable performance targets were achieved and the amount of
                  the Award
                  is accurately calculated.

                 

              


      

      
        	
                9.

              	
                ASSIGNMENT

                 

              
	 	
                No
                  right or interest of any Participant in the Program shall be assignable
                  or
                  transferable, or subject to any lien, directly, by operation of
                  law, or
                  otherwise, including levy, garnishment, attachment, pledge or
                  bankruptcy.

                 

              
	
                10.

              	
                EMPLOYMENT
                  RIGHT

                 

              
	 	
                The
                  Program shall not confer upon any participant any right to continued
                  employment. The right to dismiss any employee with or without cause
                  or
                  notice is specifically reserved to the Company.

                 

              
	
                11.

              	
                WITHHOLDING
                  FOR TAXES

                 

              
	 	
                The
                  Company shall have the right to deduct from all payments under
                  this
                  Program any federal or state taxes or other employment related
                  withholdings required by law to be withheld with respect to such
                  payments.

                 

              


      

      
      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            5 -

        

      

       

      
        	
                12.

              	
                SPECIAL
                  RULES FOR CERTAIN EXECUTIVES

                 

              
	 	
                A.

              	
                The
                  Company’s Chief Executive Officer and certain other individuals designated
                  by the Committee (“Covered Employees”) will be subject to special rules to
                  ensure that the Awards granted to such individuals will be treated
                  as
                  qualified “performance-based compensation” under Internal Revenue Code
                  Section 162(m). All provisions of the Program and the Plan shall
                  be
                  interpreted and administered consistently with that intent. The
                  Committee
                  will designate those individuals who are to be treated as “Covered
                  Employees” on Schedule A.

                 

              


      

      
        	 	
                B.

              	
                Notwithstanding
                  any provision to the contrary, the following rules will apply to
                  Covered
                  Employees:

                 

              
	 	 	
                (1)

              	
                The
                  Committee shall establish Corporate and Divisional Targets for
                  Covered
                  Employees that are tied to one or more of the Performance Criteria
                  set
                  forth in the Plan.

                 

              
	 	 	
                (2)

              	
                The
                  Committee shall establish a Corporate Target(s) and, if applicable,
                  a
                  Divisional Target(s) for Covered Employees within 90 days of the
                  commencement of the Plan Year. The satisfaction of such targets
                  shall be
                  substantially uncertain at the time they are established.

                 

              
	 	 	
                (3)

              	
                The
                  amount of the Award shall be computed under an objective formula
                  and the
                  Committee shall have no discretionary authority to increase the
                  amount of
                  the Award or alter the methodology for calculating the Award, except
                  as
                  permitted by Section 162(m) of the Internal Revenue Code and the
                  regulations promulgated thereunder.

                 

              
	 	 	
                (4)

              	
                The
                  maximum amount a Covered Employee can receive under the Plan for
                  the Plan
                  Year cannot exceed $5 million.

                 

              
	 	 	
                (5)

              	
                Before
                  any Award is paid to a Covered Employee, the Committee will certify,
                  in
                  writing, that the Corporate Target(s) and, if applicable, the Divisional
                  Target(s) was achieved and the amount of the Award is accurately
                  calculated.

                 

              


      

      
        	
                13.

              	
                DEFINITIONS

                 

              
	 	
                A.

              	
                AWARD
                  

                 

              
	 	
                “Award”
                  shall mean the award to a Participant as determined under the
                  Program.

                 

              
	 	
                B.

              	
                CAUSE

                 

              
	 	
                “Cause”
                  means gross negligence or willful misconduct or commission of a
                  felony or
                  an act of moral turpitude determined by the Committee to be detrimental
                  to
                  the best interests of the Company or, such other definition set
                  forth in a
                  written employment agreement with the Company.

                 

              
	 	
                C.

              	
                THE
                  COMPANY

                 

              
	 	
                “The
                  Company” shall mean Constellation Brands, Inc. and its direct and indirect
                  subsidiaries.

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            6 -

        

      

       

      
        	 	D. 	
                DISABILITY

                 

              
	 	
                “Disability”
                  is defined as termination of employment due to the inability of
                  a
                  Participant to engage in any substantial gain activity by reason
                  of any
                  medically determinable physical or mental impairment which can
                  be expected
                  to result in death or which has lasted or can be expected to last
                  for a
                  continuous period of not less than six months, all as verified
                  by a
                  physician acceptable, or selected by, the Committee.

                 

              


      

      
        	 	
                E.

              	
                PLAN
                  and PLAN YEAR

                 

              
	 	
                “Plan”
                  shall mean the Constellation Brands, Inc. Annual Management Incentive
                  Plan.“Plan
                  Year” shall be the period commencing on March 1, 2007 and ending on
                  February 29, 2008.

                 

              
	 	
                F.

              	
                RETIREMENT

                 

              
	 	
                “Retirement”
                  shall mean a termination of employment by an employee who is at
                  least 60
                  years of age and after at least 10 years of service with the Company.
                  For
                  an individual who becomes employed by the Company in connection
                  with a
                  business acquisition (regardless of the form of the transaction),
                  service
                  shall include the individual’s service with the acquired business, unless
                  the Committee determines otherwise.

                 

              
	 	
                G.

              	
                SALARY

                 

              
	 	
                “Salary”
                  shall mean the participant’s actual base compensation earned for the 2008
                  Fiscal Year. Actual base compensation earned shall be determined
                  exclusive
                  of any other compensation such as stock option income, grants of
                  any kind,
                  bonus awards, etc.

                 

              


      

      

        
          
             

            
              
              

            

            
              
              

              
                

              

            

            
              - 7
                -

            

          

        

      

    

     

    
      SCHEDULE
        A

       

      CONSTELLATION
        BRANDS, INC. ANNUAL MANAGEMENT INCENTIVE PLAN 

      FOR
        EXECUTIVE OFFICERS

       

       

      EXECUTIVE
        PARTICIPATION LIST

    

    

      
        	
                 

                Participation
                  Category

                 

              	
                 

                Title

                 

              	
                 

                Participant

                 

              
	
                [*****]

              	
                Chairman,
                  CEO

              	
                 

                R.
                  Sands *

                 

              
	 	
                President,
                  COO

              	
                 

                R.S.
                  Sands *

                 

              
	 	 	 
	
                [*****]

              	
                EVP
                  Chief Financial Officer

              	
                 

                T.
                  Summer +

                 

              
	 	
                EVP
                  Chief Financial Officer**

              	
                 

                R.
                  Ryder *

                 

              
	 	
                EVP
                  Chief Legal Officer

              	
                 

                T.
                  Mullin *

                 

              
	 	
                EVP
                  Strategy & Business Development

              	
                 

                P.
                  Hetterich *

                 

              
	 	
                EVP
                  Chief Human Resources Officer

              	
                 

                K.
                  Wilson *

                 

              
	 	
                CEO
                  Barton 

              	
                 

                A.
                  Berk *

                 

              


      

    

    *
      “Covered”
      employee

    
      **Assumed
        position on May 15, 2007. FY08 AMIP award will not be pro-rated per employment
        letter.

      +
        Pursuant to the terms of his October 2006 employment agreement, effective
        May
        15, 2007 he is no longer an executive officer and will not be eligible for
        an
        FY08 AMIP award.

      
______________________________

      
        
          
            Confidential
              materials omitted and filed separately with the Securities and Exchange
              Commission. 

            Asterisks
              denote such omission.

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        -
          8
          -

      

    

     

    

       SCHEDULE
        B

      


      AWARD
        SCHEDULE

      FOR
        EXECUTIVE OFFICERS

      


        
          	
                  Participation

                  Category

                	
                  Threshold

                	
                  Midpoint

                	
                  Target

                	
                  Midpoint

                	
                  Maximum

                
	
                  A2

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                
	
                  A1

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]  

                


        

        

          
            _________________________________

            Confidential
              materials omitted and filed separately with the Securities and Exchange
              Commission. 

            Asterisks
              denote such omission.

          

        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        - 9
          -

      

    

     

    

      SCHEDULE
        C

      


      PERFORMANCE
        SCHEDULE

      (000’s)

       

      


      [*****]
        EBIT

    

     

    

      
        	
                0.25X

              	
                0.50X

              	
                1.00X

              	
                1.50X

              	
                2.00X

              
	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              


      

    

    
 

    
      [*****]
        Free Cash Flow

      


       

      
        	
                0.25X

              	
                0.50X

              	
                1.00X

              	
                1.50X

              	
                2.00X

              
	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              


      

      


      [*****]
        EBIT

       

      
        	
                0.25X

              	
                0.50X

              	
                1.00X

              	
                1.50X

              	
                2.00X

              
	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              


      

      


      [*****]
        Free Cash Flow

       

      
        	
                0.25X

              	
                0.50X

              	
                1.00X

              	
                1.50X

              	
                2.00X

              
	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]

              	
                [*****]  

              


      

       

       

      	·  	
              The
                measure of “EBIT” (Earnings Before Interest and Taxes) for purposes hereof
                shall be determined as the sum of Operating Income plus Equity in
                Earnings
                of Equity Method Investees. “EBIT” is measured based on the Company’s
                performance for the period from March 1, 2007 through February 29,
                2008.

            


      	·  	
              The
                measure of “Free Cash Flow” for purposes hereof shall be calculated
                as follows:

            


      Net
        Cash
        Provided by (Used in) Operating Activities minus Purchases of Property, Plant
        and Equipment. “Free Cash Flow” is measured based on the Company’s performance
        for the period from March 1, 2007 through February 29, 2008.

       

      ______________________________

      
        
          Confidential
            materials omitted and filed separately with the Securities and Exchange
            Commission. 

          Asterisks
            denote such omission.

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        -
          10
          -

      

    

     

    

      SCHEDULE
        D

      


      WEIGHTINGS
        FOR CORPORATE AND DIVISIONAL/COMPANY TARGETS

      


      


      
        	
                Corporate/CBI

              	
                Corporate

                EBIT

              	
                Corporate
                  Free Cash Flow

              
	
                Chairman/CEO

              	
                [*****]

              	
                [*****]

              
	
                President/COO

              	
                [*****]

              	
                [*****]

              
	
                EVP

              	
                [*****]

              	
                [*****]

              


      

      


      


      


      


      
        	
                Division/Company

              	
                Corporate

                EBIT

              	
                Divisional

                EBIT/Other

              	
                Divisional
                  Free Cash Flow

              
	
                CEO/President

              	
                [*****]

              	
                [*****]

              	
                [*****]  

              


      

      


       

      


       

      


       

      


       

      


       

       

       

       

       

      
 

       

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          Confidential
            materials omitted and filed separately with the Securities and Exchange
            Commission. 

          Asterisks
            denote such omission.