UNTIL SUCH LATER TIME AS SHALL BE SPECIFIED
IN SUCH ELECTION (OR, IF APPLICABLE, THE DATE DETERMINED PURSUANT TO
SECTION 2(C)).
(C)
MANDATORY DEFERRAL OF PAYMENT OF EARNED
PERFORMANCE SHARES.
NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 2(A) OR 2(B)
TO THE CONTRARY (UNLESS THE PAYMENT DATE ELECTED PURSUANT TO SECTION 2(B) IS
LATER THAN THE PAYMENT DATE SPECIFIED HEREIN, IN WHICH CASE SECTION 2(B) SHALL
CONTROL), IF THE CORPORATION'S ENDING AVERAGE VALUE IS LESS THAN THE
CORPORATION'S BEGINNING AVERAGE VALUE (AS SUCH TERMS ARE DEFINED IN
SECTION 3(C)), NO SETTLEMENT SHALL BE MADE IN RESPECT OF ANY PERFORMANCE SHARES
EARNED IN ACCORDANCE WITH SECTION 3 UNTIL THE EARLIER OF (I) THE FIRST DATE ON
OR BEFORE MARCH 10, 2009 ON WHICH THE AVERAGE OF THE AVERAGES OF THE HIGHEST AND
LOWEST SALES PRICES OF THE STOCK REPORTED FOR CONSOLIDATED TRADING OF ISSUES
LISTED ON THE NEW YORK STOCK EXCHANGE FOR THE 15 TRADING DAYS PRIOR TO SUCH DATE
EXCEEDS THE BEGINNING AVERAGE VALUE AND (II) MARCH 10, 2010.
ONCE EITHER OF THE
CONDITIONS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE HAS BEEN SATISFIED,
SETTLEMENT SHALL OCCUR AS SOON AS PRACTICABLE THEREAFTER (IN THE CASE OF
CONDITION (I), NOT LATER THAN MARCH 15, 2009, AND IN THE CASE OF CONDITION (II)
NOT LATER THAN APRIL 9, 2010) IN CASH, SHARES OF STOCK OR A COMBINATION THEREOF,
AS DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.
IF THE PARTICIPANT
EXPERIENCES A QUALIFIED TERMINATION OF EMPLOYMENT ON OR AFTER DECEMBER 31, 2005,
OR IF THE COMMITTEE DETERMINES, IN ITS DISCRETION PURSUANT TO SECTION 4(B), THAT
THE PARTICIPANT WILL NOT FORFEIT HIS OR HER RIGHTS TO PERFORMANCE SHARES UPON
HIS OR HER TERMINATION OF EMPLOYMENT FOR OTHER REASONS, SETTLEMENT SHALL NOT
OCCUR UNTIL MARCH 10, 2010.
3.
VESTING CRITERIA APPLICABLE TO
PERFORMANCE SHARES.
(A)
PERFORMANCE CYCLE.
THE PERFORMANCE CYCLE
FOR THIS AWARD SHALL COMMENCE ON MAY 1, 2005, AND SHALL END ON DECEMBER 31,
2007.
(B)
PERFORMANCE GOAL.
THE PERFORMANCE GOAL FOR
THE PERFORMANCE CYCLE IS THE TOTAL RETURN PER SHARE OF STOCK TO THE
CORPORATION'S SHAREHOLDERS, INCLUSIVE OF DIVIDENDS PAID (REGARDLESS OF WHETHER
PAID IN CASH OR PROPERTY, WHICH DIVIDENDS SHALL BE DEEMED REINVESTED IN STOCK),
DURING THE PERFORMANCE CYCLE IN
2
comparison to the total return per share of stock, inclusive of dividends paid
(regardless of whether paid in cash or property, which dividends shall be deemed
reinvested in stock), achieved by the companies (i) which are in the Standard &
Poors 500 Index (the "S&P 500") on the date the Performance Cycle begins and
(ii) which continue to file public reports pursuant to the Act for the entirety
of the Performance Cycle (such companies, the "Comparison Companies").
For the
avoidance of doubt, a company included in the S&P 500 on the date the
Performance Cycle commences that is not included in the S&P 500 at the
conclusion of the Performance Cycle will be a Comparison Company as long as it
files public reports pursuant to the Act for the entire Performance Cycle