ANNUAL BONUS PLAN

3.4.1 These employees will participate on a prorated basis according to the number of months of eligibility provided the written FirstPower Plan as described in paragraph 3.3 is submitted and approved by the Group Manager within one month from the date of hire or promotion.

3.4.2 Designated Employees promoted during the annual officer review cycle (normally in February) will be eligible to participate as if they were eligible on January 1st of the Plan year.

3.4.3 Employees hired or promoted into the eligible salary job grades after September 30th will become eligible to participate in the Plan beginning January 1 of the following Plan year.

3.5    Subject to Section 3.6, a Participant who terminates employment, either voluntarily or involuntarily, before payment of a Bonus Award is ineligible for any Bonus Award (defined as "The cash award determined by the Committee pursuant to Section 4.1, as adjusted by Sections 7.0 and 8.0) under this Plan.

3.5.1 In the event of death, disability or retirement, the Committee may at its discretion grant a Bonus Award depending on the circumstances of the particular case.

3.6    Terminated Participants who have received notice of the amount of their Bonus Award but have not received actual payment due to their execution of a deferral agreement as described herein will continue to be entitled to receive payment of their award as provided in the deferral agreement.

4.1    Each participant in the Plan must have a FirstPower Plan (Paragraph 3.3) for the Plan Year completed and signed by his manager in accordance with the published schedule.

4.1.1 The FirstPower Plans will be held by the participant’s manager during the Plan Year.

4.1.2 The FirstPower Plans will then be forwarded to the participants' respective managers for grading in accordance with Section 6.0 and returned to the Compensation Department where the awards will be tentatively calculated.

4.1.3 Group Managers and Staff Division Managers will be provided a list of their employees by name and of the tentatively calculated awards for review.

4.1.4 Following management's review, the recommended awards will be reviewed and a Bonus Award for each Participant shall be determined and approved by the Committee whose decision is final.

4.1.5 After approval by the Committee, payment of awards under the Plan will be made as soon as practicable.

4.2    The participant may elect to defer payment of his Bonus Award by execution of the Deferral Agreement for the currently offered deferral program(s).

4.3    No employee has any claim or right to be included in the Plan or to be granted a Bonus Award.

4.3.1 The designation of an individual as a participant in the Plan does not alter the nature of the Participant's employment relationship.

4.3.2 The Committee reserves the right to modify or terminate the Plan with or without notice, in whole or in part, at any time.

4.4    Employees are encouraged to be aggressive in pursuing business objectives; however, as noted in our ethics policies, employees are expected to maintain the highest level of integrity. Misrepresentation or manipulation of objectives results will be grounds for termination. Employees should consult with their manager or ESRM for guidance. Corporate ethics policies are located on Firstnet at http://www.myfirstnet.com/Corpcomm/Ethics/default.shtml.

5.1    The FirstPower Plan (paragraph 3.3) is a written document approved by the Committee that formalizes the participant's Key Result Areas, Specific Measures and Goals, Action Plan, Target Weighting, and percentage achievement of bonus measures.

5.2    The Key Result Areas (KRA's) should include both Financial and Strategic components.

5.2.1 As part of the goals to achieve these KRAs, goals relating to the creation of value and loyalty of all relevant constituencies (employees, customers, shareholders and communities) may be included.

5.3    Plans will normally not have more than five objectives that measure the Key Result Areas. This limitation is intended to establish a sharp focus and priority on objectives that support Company strategy.

6.1    The maximum performance level assigned to each FirstPower plan component (i.e., Financial, Strategic) will be 100%.

6.2    Extraordinary achievement may be considered in applying a + 25% discretionary adjustment (See Section 7.0).

6.3.1 The maximum Bonus Award may be achieved with a combination of the discretionary adjustment and a positive adjustment by The Corporate Performance factor. Please refer to paragraphs 7.0 and 8.0 respectively for additional information on the discretionary adjustment and the Corporate Performance factor.