Long Term Incentive Plan
Relative Total Shareholder Return


Summary of Plan for January 1, 2009 Award


On January 1, 2009, Company XYZ issued Performance Awards with the number vesting determined by two metrics. One half of the award will vest dependent on Total Shareholder Return ("TSR") relative to our peer group at the end of a 3 year Performance Period with the following schedule:


Relative TSR Payout as a Percent of Target
85th percentile and above 150%
50th percentile 100%
20th percentile and below 0%

Interpolation shall be used between the above thresholds. The peer group consists of those companies that continuously comprise the Standard & Poor's 400 (S&P 400) Index during the restriction period, which is the 20 days preceding January 1, 2009 through the 20 days preceding December 31, 2011.


The other half of the award will vest based upon the Company's ability to meet the Return on Equity goals determined prior to the beginning of the Performance Period. The following schedule illustrates the percentage of target awards to vest based upon this metric:


Return on Equity Percentage of Target
Greater than 8% 150%
Less than or equal to 8% 100%
Less than or equal to 5% 50%
Less than 3% 0%