exv10w1






Exhibit 10.1




NOTE: Performance restricted stock unit awards made to members of the Management Committee
(“Participants”) of U.S. Bancorp (the “Company”) after December 31, 2008 will have the terms and
conditions set forth in (a) each Participant’s award summary (the “Award Summary”), which can be
accessed on the Citigroup/Smith Barney Benefit Access Website at www.benefitaccess.com, and (b) the
form of Exhibit A hereto (which will be completed to include all information called for therein)
(the “Completed Exhibit A”) provided to such Participant as soon as administratively feasible
following the date on which the award is made. The Award Summary may be viewed at any time on this
Website, and the Award Summary may also be printed out. In addition to the individual terms and
conditions set forth in the Award Summary and the Completed Exhibit A, each performance restricted
stock unit award will have the terms and conditions set forth in the form of Performance Restricted
Stock Unit Award Agreement below. As a condition of each performance restricted stock unit award,
Participant accepts the terms and conditions of the Performance Restricted Stock Unit Award
Agreement, the Award Summary and the Completed Exhibit A.



U.S. BANCORP

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT




THIS AGREEMENT, together with the Award Summary and the Completed Exhibit A which are incorporated
herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a
performance restricted stock unit award representing the right to receive shares of common stock of
the Company, par value $0.01 per share (the “Common Stock”). The Agreement is issued pursuant to
the Plan and is subject to its terms. Capitalized terms that are not defined in the Agreement
shall have the meaning ascribed to such terms in the Plan.



The Company and Participant agree as follows:



1. Award





Subject to the terms and conditions of the Plan and the Agreement, the Company grants
to Participant a performance restricted stock unit award entitling Participant to the
number of performance restricted stock units (the “Units”) equal to the “Target Award
Number” set forth in Participant’s Award Summary (such number of units, the “Target
Award Number”). The Target Award Number shall be adjusted upward or downward as
provided in the Completed Exhibit A. The number of Units that Participant will
receive under this Agreement, after giving effect to such adjustment, is referred to
herein as the “Final Award Number.” Each Unit represents the right to receive one
share of Common Stock, subject to the vesting requirements and distribution provisions
of this Agreement and the terms of the Plan. The shares of Common Stock distributable
to Participant with respect to the Units granted hereunder are referred to as the
“Shares.” Participant’s Award Summary sets forth the date of grant of this award (the
“Grant Date”). The Completed Exhibit A sets forth (a) the performance period over
which the Final Award Number will be determined (the “Performance Period”), and (b)
the date on which the Final Award Number will be determined (the “Determination
Date”).



 









 





2. Vesting; Forfeiture





	 	(a)	 	Time Based Vesting Conditions. Subject to the terms and conditions of the
Agreement, the Units shall vest in installments on the dates set forth in the
Participant’s Award Summary (each such date, a “Scheduled Vesting Date”), if the
Participant remains continuously employed by the Company or an Affiliate of the Company
until any such Scheduled Vesting Date. Except as otherwise provided in the Agreement,
if Participant ceases to be an employee of the Company or any Affiliate prior to
vesting of any Units in accordance with the Award Summary, all of Participant’s
unvested Units shall be immediately and irrevocably forfeited.
	 
	 	(b)	 	Continued Vesting Upon Termination of Employment due to Retirement or
Disability. If Participant ceases to be an employee of the Company or any Affiliate by
reason of Disability (as defined below) or Retirement (as defined below), the Units
shall not be forfeited, but shall continue to vest on the Scheduled Vesting Dates in
accordance with Participant’s Award Summary as though such termination of employment
had never occurred, so long as the Participant has at all times since the Grant Date
complied with the terms of any confidentiality and non-solicitation agreement between
the Company or an Affiliate and the Participant. For purposes of this Agreement, (i)
“Retirement” means termination of employment (other than for gross and willful
misconduct) by a Participant who is age 59 1/2 or older and has had 10 or more years of
employment with the Company or its Affiliates following such Participant’s most recent
date of hire by the Company or its Affiliates, and (ii) “Disability” means leaving
active employment and qualifying for and receiving disability benefits under the
Company’s long-term disability programs as in effect from time to time.
	 
	 	(c)	 	Acceleration of Vesting Upon Death. If Participant ceases to be an employee by
reason of death, or if Participant dies after termination of employment with the
Company or an Affiliate due to Disability or Retirement but prior to any Scheduled
Vesting Date, then the Units will become vested in accordance with this Section 2(c).
If such death occurs prior to the last day of the Performance Period, a number of Units
equal to the Target Award Number will vest upon Participant’s death. If the death
occurs on or after the last day of the Performance Period, then a number of Units equal
to the Final Award Number will vest upon Participant’s death. Notwithstanding the
foregoing, such accelerated vesting shall occur only if the Participant has at all
times since the Grant Date complied with the terms of any confidentiality and
non-solicitation agreement between the Company or an Affiliate and the Participant.
	 
	 	(d)	 	Acceleration of Vesting Upon Qualifying Termination. Notwithstanding the
vesting provisions contained in Sections 2(a) through (c) above, but subject to the
other terms and conditions of this Agreement, if Participant has been continuously
employed by the Company or any Affiliate of the Company until the date of a




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	 	 	 	Qualifying Termination (as defined below), then immediately upon such Qualifying
Termination, Participant shall be vested in the number of Units determined in
accordance with this Section 2(d). If the Qualifying Termination occurs prior to
the last day of the Performance Period, a number of Units equal to the Target Award
Number will vest upon such Qualifying Termination. If the Qualifying Termination
occurs on or after the last day of the Performance Period, a number of Units equal
to the Final Award Number will vest upon such Qualifying Termination. For purposes
of this Section 2(d), the following terms shall have the following definitions:






	 	(i)	 	“Announcement Date” shall mean the date of the public
announcement of the transaction, event or course of action that results in a
Change in Control.
	 
	 	(ii)	 	“Cause” shall mean (A) the continued failure by Participant to
substantially perform Participant’s duties with the Company or any Affiliate
(other than any such failure resulting from Participant’s Disability (as
defined in Section 2(c)), after a demand for substantial performance is
delivered to Participant that specifically identifies the manner in which the
Company believes that Participant has not substantially performed Participant’s
duties, and Participant has failed to resume substantial performance of
Participant’s duties on a continuous basis, (B) gross and willful misconduct
during the course of employment (regardless of whether the misconduct occurs on
the Company’s premises), including, without limitation, theft, assault,
battery, malicious destruction of property, arson, sabotage, embezzlement,
harassment, acts or omissions which violate the Company’s rules or policies
(such as breaches of confidentiality), or other conduct which demonstrates a
willful or reckless disregard of the interests of the Company or its Affiliates
or (C) Participant’s conviction of a crime (including, without limitation, a
misdemeanor offense) which impairs Participant’s ability substantially to
perform Participant’s duties with the Company.
	 
	 	(iii)	 	Change in Control” shall mean any of the following events
occurring after the date of this Agreement (but only if such event also
constitutes a change in ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code):






	 	(A)	 	The acquisition by any Person (as defined in
Section 2(b)(vi)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35% or more of either (1)
the then outstanding shares of Common Stock (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”);
provided, however, 




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	 	 	 	that, for
purposes of this clause (A), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from
the Company, (ii) any acquisition by the Company, (iii) any
acquisition by a subsidiary of the Company or any employee benefit
plan (or related trust) sponsored or maintained by the Company or a
subsidiary of the Company (a “Company Entity”) or (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clause (i), (ii) or (iii) of this clause (A); or






	 	(B)	 	Individuals who, as of the Grant Date,
constitute the Company’s Board of Directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board of
Directors (except as a result of the death, retirement or disability of
one or more members of the Incumbent Board); provided,
however, that any individual becoming a director subsequent to
the date of this Agreement whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, (1) any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Incumbent Board,
(2) any director designated by or on behalf of a Person who has entered
into an agreement with the Company (or which is contemplating entering
into an agreement) to effect a Business Combination (as defined in
Section 2(b)(iv)(C)) with one or more entities that are not Company
Entities or (3) any director who serves in connection with the act of
the Board of Directors of increasing the number of directors and
filling vacancies in connection with, or in contemplation of, any such
Business Combination; or
	 
	 	(C)	 	Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (1) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock or the
combined voting power of the then outstanding voting securities
entitled to vote generally in the 




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	 	 	 	election of directors, as the case
may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no
Person (excluding any Company Entity or such corporation resulting
from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at least
a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for
such Business Combination; or






	 	(D)	 	Approval by the shareholders of the Company of
a complete liquidation or dissolution of the Company.






	 	(iv)	 	“Notice of Termination” shall mean a written notice which sets
forth the date of termination of Participant’s employment.
	 
	 	(v)	 	“Person” shall be defined as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act.
	 
	 	(vi)	 	“Qualifying Termination” shall mean: (A) a termination of
Participant’s employment with the Company or its Affiliates by the Company for
any reason other than Cause within 12 months following a Change in Control;
provided, however, that any such termination shall not be a
Qualifying Termination if Participant has been notified in writing more than 30
days prior to the Announcement Date that Participant’s employment with the
Company is not expected to continue for more than 12 months following the date
of such notification, but only if Participant’s employment with the Company is
terminated within such 12 month period; and provided further,
however, that any such termination shall not be a Qualifying
Termination if Participant has announced in writing, prior to the date the
Company provides Notice of Termination to Participant, the intention to
terminate employment, subject to the condition that any such termination by the
Company prior to Participant’s stated termination date shall be deemed to be
termination by Participant on such stated date unless termination by the
Company is for Participant’s gross and willful 




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	 	 	 	misconduct; (B) a termination of
Participant’s employment with the
Company or its Affiliates as a result of Disability within 12 months
following a Change in Control; or (C) a termination of Participant’s
employment with the Company or its Affiliates (other than a termination by
the Company for Cause) within 12 months following a Change in Control, if,
at the time of the Change in Control, such Participant is age 59 1/2 or
older and has had 10 or more years of employment with the Company or its
Affiliates following such Person’s most recent date of hire by the Company
or its Affiliates.






	 	(e)	 	Forfeiture on Termination of Employment for Cause and on Breach of
Confidentiality Agreement. If Participant violates the terms of any confidentiality
and non-solicitation agreement between the Company or an Affiliate and the Participant,
all of Participant’s unvested Units shall be immediately and irrevocably forfeited. If
Participant’s employment with the Company is terminated for Cause, all of Participant’s
unvested Units shall be immediately and irrevocably forfeited. Upon forfeiture,
Participant shall have no rights relating to the forfeited Units (including, without
limitation, any rights to receive a distribution of Shares with respect to the Units
and the right to receive dividend equivalents).





3. Restriction on Transfer





Except for transfers by will or the applicable laws of descent and distribution, the Units
cannot be sold, assigned, transferred, gifted, pledged, or in any manner encumbered,
alienated, attached or disposed of, and any purported sale, assignment, transfer, gift,
pledge, alienation, attachment or encumbrance shall be void and unenforceable against the
Company. No such attempt to transfer the Units, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the purported transferee with any interest or
right in or with respect to the Units or the Shares issuable with respect to the Units.



4. Distribution of Shares with Respect to Units





Subject to the restrictions in this Section 4, following the vesting of Units and following
the payment of any applicable withholding taxes pursuant to Section 8 of this Agreement, the
Company shall cause to be issued and delivered to Participant a certificate or certificates
evidencing Shares registered in the name of Participant or in the name of Participant’s
legal representatives, beneficiaries or heirs, as the case may be, as follows:




	 	(a)	 	Scheduled Vesting Date Distributions. As soon as administratively feasible
following each Scheduled Vesting Date (but in no event later than 60 days following
such Scheduled Vesting Date), all Shares issuable pursuant to Units that become vested
as of such Scheduled Vesting Date (and with respect to which Shares have not been
distributed previously) shall be distributed to Participant, or in the event of
Participant’s death, to the representatives of Participant or to any Person to whom the
Units have been transferred by will or the applicable laws of descent and distribution.










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	 	(b)	 	Qualifying Termination Distributions. As soon as administratively feasible
following a Separation From Service (as defined below) in connection with a
Qualifying Termination (but in no event later than 60 days following such Separation
from Service), all Shares issuable pursuant to Units that become vested as a result
of such Qualifying Termination (and with respect to which Shares have not been
distributed previously) shall be distributed to Participant. For purposes of this
Agreement, “Separation From Service” shall mean a Participant’s separation from
service with the Company and its affiliates, as determined under Treasury Regulation
section 1.409A-1(h)(1), provided, that the term “affiliate” shall mean a
business entity which is affiliated in ownership with the Company and that is
treated as a single employer under the rules of section 414(b) and (c) of the Code
(applying the eighty percent common ownership standard). Notwithstanding the
foregoing, any Shares issuable to a Specified Employee (as defined below) as a
result of a Separation From Service in connection with a Qualifying Termination will
not be delivered to such Specified Employee until the date that is six months and
one day after the date of the Separation From Service. For purposes of the
preceding sentence, “Specified Employee” shall mean any Participant who is a
specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury
Regulations, determined in accordance with the rules set forth in the separate
document entitled “U.S. Bank Specified Employee Determination.”
	 
	 	(c)	 	Distributions Following Retirement or Disability. If a Participant’s
employment with the Company or its Affiliates is terminated due to Retirement or
Disability (so long as such termination is not a Qualifying Termination), the
distribution of Shares with respect to Units will not be accelerated and Shares will be
distributed following the Scheduled Vesting Dates (but in no event later than 60 days
following any such Scheduled Vesting Date).
	 
	 	(d)	 	Distributions Following Death. As soon as administratively feasible following
the death of a Participant (but in no event later than 90 days following such death)
all Shares issuable pursuant to Units that become vested pursuant to Section 2(c) (and
with respect to which Shares have not been distributed previously) shall be distributed
to Participant.
	 
	 	(e)	 	No Fractional Shares. In the event that the number of Shares distributable
pursuant to this Section 4 is a number that is not a whole number, then the number of
Shares distributed shall be rounded down to the nearest whole number.





5. Securities Law Compliance





The delivery of all or any of the Shares in accordance with this Award shall be effective
only at such time that the issuance of such Shares will not violate any state or federal
securities or other laws. The Company is under no obligation to effect any registration of
the Shares under the Securities Act of 1933 or to effect any state registration or
qualification of the Shares. The Company may, in its sole discretion, delay the delivery of
the Shares or place restrictive legends on such Shares in order to ensure that the issuance
of any Shares will be in compliance with federal or state securities laws and the rules of
the New York Stock Exchange or any other exchange upon which the Company’s Common Stock is
traded.



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6. Rights as Shareholder; Dividend Equivalents





Prior to the distribution of Shares with respect to Units pursuant to Section 4, Participant
shall not have ownership or rights of ownership of any Shares underlying the Units.
Notwithstanding the foregoing, Participant shall be entitled to receive cash dividend
equivalents on the Shares underlying Units, whether such Units are vested or unvested, if
cash dividends are declared by the Company’s Board of Directors on the Common Stock on or
after the Determination Date. Participant shall be entitled to dividend equivalents with
respect to a number of Units equal to the Final Award Number. Such dividend equivalents
will be in an amount of cash per Unit equal to the cash dividend paid with respect to a
share of outstanding Common Stock. Dividend equivalents will be paid to Participant on the
same payment dates as dividends to holders of the Common Stock are paid. Participant shall
not be entitled to dividend equivalents with respect to dividends declared prior to the
Determination Date. Dividend equivalents paid with respect to dividends declared before the
delivery of the Shares underlying the Units will be treated as compensation income for tax
purposes and will be subject to income and payroll tax withholding by the Company.



7. Distributions and Adjustments





The Award shall be subject to adjustment, in accordance with Section 4(c) of the Plan, in
the event that any distribution, recapitalization, reorganization, merger or other event
covered by Section 4(c) of the Plan shall occur.



8. Income Tax Withholding





In order to comply with all applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of Participant, are withheld or collected from Participant. Participant may
satisfy any applicable tax withholding obligations arising from the receipt of Shares, or
lapse of restrictions relating to the Units, by check payable to the Company. In addition,
Participant may, at Participant’s election, satisfy any such obligations that arise at the
time of delivery of Shares by electing to have the Company withhold a portion of the Shares
otherwise to be delivered with a Fair Market Value (as such term is defined in the Plan)
equal to the amount of such taxes. The election must be made on or before the date that the
amount of tax to be withheld is determined.



9. Miscellaneous





	 	(a)	 	This Agreement is issued pursuant to the Plan and is subject to its terms. The
Plan is available for inspection during business hours at the principal office of the
Company. In addition, the Plan may be viewed on the U.S. Bancorp Intranet Website in
the Human Resources, Compensation section of such website.
	 
	 	(b)	 	This Agreement shall not confer on Participant any right with respect to
continuance of employment with the Company or any Affiliate, nor will it 




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	 	 	 	interfere in
any way with the right of the Company or any Affiliate to terminate such employment at
any time.






	 	(c)	 	Participant acknowledges that the grant, vesting or any payment with respect to
this Award, and the sale or other taxable disposition of the Shares issued with respect
to the Units hereunder may have tax consequences pursuant to the Code or under local,
state or international tax laws. Participant acknowledges that Participant is relying
solely and exclusively on Participant’s own professional tax and investment advisors
with respect to any and all such matters (and is not relying, in any manner, on the
Company or any of its employees or representatives). Participant understands and
agrees that any and all tax consequences resulting from the Award and its grant,
vesting or any payment with respect thereto, and the sale or other taxable disposition
of the Shares acquired pursuant to the Award, is solely and exclusively the
responsibility of Participant without any expectation or understanding that the Company
or any of its employees or representatives will pay or reimburse Participant for such
taxes or other items.






	 	(d)	 	It is intended that the Plan and the Agreement shall comply with Section 409A
of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder and the provisions of this Agreement shall be construed and
administered accordingly.






	 	(e)	 	Notwithstanding anything to the contrary set forth in this Agreement, the
Company shall not pay or accrue any compensation under this Agreement (which shall
include, without limitation, the making of any distribution of Shares to Participant
hereunder), to the extent that such payment or accrual is prohibited under the American
Recovery and Reinvestment Act of 2009, any Treasury Regulations promulgated thereunder
or any other laws or regulations.





10. Governing Law





This Agreement shall be governed by and construed in accordance with the laws of the State
of Minnesota.



MC Performance RSU Award Agreement





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EXHIBIT A




PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT




This Exhibit A to the Performance Restricted Stock Unit Award Agreement sets forth the manner in
which the Final Award Number will be determined for each Participant.



Definitions




Capitalized terms used but not defined herein shall have the same meanings assigned to them in the
Plan, the Performance Restricted Stock Unit Award Agreement and Participant’s Award Summary. The
following terms used in the text of this Exhibit A and in the ROE Performance Matrix shall have the
meanings set forth below:



“Company ROE Maximum” means      %.



“Company ROE Minimum” means      %.



“Company ROE Result” means the ROE achieved by the Company during the Performance Period.



“Company ROE Target” means      %.



“Determination Date” means the date on which the Final Award Number is determined, which
date shall not be later than 45 days after the last day of the Performance Period.



“Final Award Number” means the “Final Award Number” determined in accordance with this
Exhibit A.



“Peer Group Companies” means the following companies:                                         .



“Peer Group ROE Ranking Maximum” means the       percentile.



“Peer Group ROE Ranking Minimum” means the       percentile.



“Peer Group ROE Ranking Target” means the       percentile.



“Peer Group ROE” means the ROE achieved by the Peer Group Companies during the Performance
Period.



“Peer Group ROE Ranking” means the percentile rank of the Company ROE Result relative to
Peer Group ROE.



“Performance Period” means the year ending December 31,      .



“ROE” means (a) net income of a company during the Performance Period, divided by (b) total
shareholders’ equity as of the last day of the Performance Period.



“ROE Performance Matrix” means the ROE Performance Matrix set forth in this Exhibit A.



“Target Award Number” means the “Target Award Number” set forth in a Participant’s Award
Summary.



“Target Award Number Percentage” means the “Target Award Number Percentage” determined in
accordance with the ROE Performance Matrix and the related rules set forth in this Exhibit A.



Determination of Final Award Number




Each Participant has been granted a number of Units equal to the Target Award Number. The Target
Award Number will be adjusted upward or downward depending on (a) whether the Company ROE Result is
greater or less than the Company ROE Target, and (b) the Peer Group ROE Ranking. The Final Award
Number for each Participant will be determined by multiplying (i) the Target Award Number
Percentage by (ii) the Target Award Number. The Target Award Number Percentage will be determined
in accordance with the following ROE Performance Matrix and the related rules below:













 





ROE PERFORMANCE MATRIX




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Target Award Number Percentage
	Company 

ROE 



	 	 	Company ROE Maximum or more
	 	___%
	 	___%%
	 	___%
	Result



	 	 	Company ROE Target
	 	___%
	 	___%
	 	___%
	
(Vertical
 Axis)


	 	 	Company ROE Minimum or less
	 	___%
	 	___%
	 	___%






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Peer Group	 	Peer Group	 	Peer Group
	 	 	 	 	ROE Ranking	 	ROE	 	ROE Ranking
	 	 	 	 	Minimum	 	Ranking	 	Maximum
	 	 	 	 	or below	 	Target	 	or above
	 	 	 	 	Peer Group ROE Ranking
	 
	 	 	 	 	(Horizontal Axis)
	 

	 	 	 	 
	 	 
	 	 





In determining the Target Award Number Percentage in accordance with the ROE Performance Matrix,
the following rules will apply:




	 	•	 	If the Company ROE Result is greater than the Company ROE Minimum and less than the
Company ROE Target, the Target Award Number Percentage on the vertical axis will be
determined by interpolation of the Company ROE Result between the Company ROE Minimum and
the Company ROE Target.
	 
	 	•	 	If the Company ROE Result is greater than the Company ROE Target and less than the
Company ROE Maximum, the Target Award Number Percentage on the vertical axis will be
determined by interpolation of the Company ROE Result between the Company ROE Target and
the Company ROE Maximum.
	 
	 	•	 	If the Peer Group ROE Ranking is greater than the Peer Group ROE Ranking Minimum and
less than the Peer Group ROE Ranking Target, the Target Award Number Percentage on the
horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between
the Peer Group ROE Minimum and the Peer Group ROE Target.
	 
	 	•	 	If the Peer Group ROE Ranking is greater than the Peer ROE Group Ranking Target and less
than the Peer Group ROE Ranking Maximum, the Target Award Number Percentage on the
horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between
the Peer Group ROE Target and the Peer Group ROE Maximum.
	 
	 	•	 	After the Target Award Number Percentage on each of the vertical axis and horizontal
axis has been determined, the actual Target Award Number Percentage will be determined by
interpolation of the data points (i.e., the percentages) set forth in the ROE Performance
Matrix.
	 
	 	•	 	In no event shall the Target Award Number Percentage be less than 25.0%.
	 
	 	•	 	In no event shall the Target Award Number Percentage be greater than 150.0%.










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The Final Award Number for each Participant shall be determined by the Committee on the
Determination Date. The Award Summary of each Participant shall be amended to reflect the Final
Award Number as soon as administratively feasible after the Final Award Number for such Participant
is determined.



Committee Determinations




The Committee shall make all determinations necessary to arrive at the Final Award Number for each
Participant. The Committee shall determine the Company ROE Result by reference to the Company’s
audited financial statements as of and for the year ending on the last day of the Performance
Period. The Committee shall determine the Peer Group ROE Ranking by reference to publicly
available financial information regarding the Peer Companies. Any determination by the Committee
pursuant to this Exhibit A will be binding upon each Participant and the Company.



No Fractional Units




In the event the Final Award Number is a number of Units that is not a whole number, then the Final
Award Number shall be rounded down to the nearest whole number.




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