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) THE FIRST DATE ON WHICH THE
PARTICIPANT HAS BOTH REACHED AGE 60 AND TERMINATED EMPLOYMENT WITH THE
CORPORATION AND ALL OTHER MEMBERS OF THE CORPORATION'S CONTROLLED GROUP OF
ENTITIES.
ONCE EITHER OF THE CONDITIONS DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE HAS BEEN SATISFIED, SETTLEMENT SHALL OCCUR AS SOON AS PRACTICABLE
THEREAFTER (AND IN THE CASE OF CONDITION (I), NOT LATER THAN MARCH 15, 2009) 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 THE FIRST DATE ON
WHICH THE PARTICIPANT HAS ATTAINED AGE 60 (OR, IN THE CASE OF THE PARTICIPANT'S
DEATH, WOULD HAVE ATTAINED AGE 60).
IF A PARTICIPANT TERMINATES EMPLOYMENT
AFTER REACHING AGE 60, IS A "SPECIFIED EMPLOYEE" (AS THAT TERM IS DEFINED IN
SECTION 409A(A)(2)(B)(I) OF THE CODE) AT THE TIME HE OR SHE TERMINATES
EMPLOYMENT, AND IS SCHEDULED TO HAVE HIS OR HER PERFORMANCE SHARES SETTLED
PURSUANT TO CONDITION (II), NO SETTLEMENT SHALL BE MADE UNTIL AT LEAST SIX
MONTHS AFTER SUCH TERMINATION OF EMPLOYMENT, OR THE PARTICIPANT'S DEATH, IF
EARLIER.
2
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 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),