(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
(AND ANY COMPANY FIRST INCLUDED IN THE S&P 500 AFTER THE START OF THE
PERFORMANCE CYCLE WILL NOT BE A COMPARISON COMPANY).
(C)
COMPARISON OF TOTAL SHAREHOLDER RETURN.
EXCEPT AS PROVIDED IN
SECTION 4, THE PERFORMANCE SHARES COVERED BY THE AWARD SHALL BE DEEMED EARNED
BASED ON WHERE THE CORPORATION'S TOTAL SHAREHOLDER RETURN DURING THE PERFORMANCE
CYCLE RANKS IN RELATION TO THE TOTAL SHAREHOLDER RETURNS OF THE COMPARISON
COMPANIES DURING SUCH PERIOD.
FOR PURPOSES OF CALCULATING THE TOTAL SHAREHOLDER
RETURN OF THE CORPORATION AND THE COMPARISON COMPANIES DURING THE PERFORMANCE
CYCLE, THE VALUE OF EACH SUCH COMPANY'S STOCK AT THE BEGINNING AND END OF THE
PERFORMANCE CYCLE SHALL BE ESTABLISHED BASED ON THE AVERAGE OF THE AVERAGES OF
THE HIGH AND LOW TRADING PRICES OF THE APPLICABLE STOCK ON THE PRINCIPAL
EXCHANGE ON WHICH THE STOCK TRADES FOR THE 15 TRADING DAYS OCCURRING IMMEDIATELY
PRIOR TO THE BEGINNING OR END OF THE PERFORMANCE CYCLE, AS THE CASE MAY BE.
SUCH AVERAGES FOR EACH SUCH COMPANY (INCLUDING THE CORPORATION) SHALL BE
REFERRED TO HEREIN AS THE "BEGINNING AVERAGE VALUE" AND THE "ENDING AVERAGE
VALUE."
AS SOON AS PRACTICABLE AFTER THE COMPLETION OF THE PERFORMANCE CYCLE,
THE TOTAL SHAREHOLDER RETURNS OF THE COMPARISON COMPANIES WILL BE CALCULATED AND
RANKED
FROM HIGHEST TO LOWEST.
THE CORPORATION'S TOTAL SHAREHOLDER RETURN WILL THEN BE
RANKED IN TERMS OF WHICH PERCENTILE IT WOULD HAVE PLACED IN AMONG THE COMPARISON
COMPANIES.
IN CALCULATING THE TOTAL SHAREHOLDER RETURN WITH RESPECT TO EITHER
THE CORPORATION OR ANY OF THE COMPARISON COMPANIES, THE COMMITTEE SHALL MAKE OR
SHALL CAUSE TO BE MADE SUCH APPROPRIATE ADJUSTMENTS TO THE CALCULATION OF TOTAL
SHAREHOLDER RETURN FOR SUCH ENTITY (INCLUDING, WITHOUT LIMITATION, ADJUSTING THE
BEGINNING AVERAGE VALUE) AS SHALL BE NECESSARY OR APPROPRIATE TO AVOID AN
ARTIFICIAL INCREASE OR DECREASE IN SUCH RETURN AS A RESULT OF A STOCK SPLIT
(INCLUDING A REVERSE STOCK SPLIT), RECAPITALIZATION OR OTHER SIMILAR EVENT
AFFECTING THE CAPITAL STRUCTURE OF SUCH ENTITY THAT DOES NOT INVOLVE THE
ISSUANCE OF THE ENTITY'S SECURITIES IN EXCHANGE FOR MONEY, PROPERTY OR OTHER
CONSIDERATION.
(D)
PERCENTAGE OF PERFORMANCE SHARES EARNED.
THE EXTENT TO WHICH
PERFORMANCE SHARES SHALL BECOME EARNED SHALL BE DETERMINED ACCORDING TO THE
FOLLOWING SCHEDULE:
Relative
Performance
Level Percentile
Percent of
Performance
Shares Earned
85th or higher
200%
50th
100%
25th
50%
Under 25th
0%
TO THE EXTENT THAT THE CORPORATION'S TOTAL SHAREHOLDER RETURN RANKS IN A
PERCENTILE BETWEEN THE 25TH