Incentive Compensation Plan

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

This Award Agreement provides additional information regarding your Award and your rights under the Plan. A copy of the Plan has already been provided to you.  If there is any inconsistency between this Award Agreement and the Plan, the Plan controls.  Capitalized terms used in this Award Agreement are defined in the Plan, unless defined herein.

Overview of Your Award

Except as may be provided in paragraph 7 below, after completion of the Performance Period, the total number of Performance Units will be earned and vested based entirely on Relative TSR as of the last day of the Performance Period (the “Total Award”).  For purposes of the Total Award, TSR shall be expressed as a compound annual growth rate and calculated as follows:

“Beginning Stock Price” shall mean the average closing price as reported on the New York Stock Exchange (or such other principal exchange as the Company’s Class A Common Stock may be traded from time to time) of one (1) Share for the twenty (20) trading days immediately prior to the first day of the Performance Period.  “Ending Stock Price” shall mean the average closing price as reported on the New York Stock Exchange (or such other principal exchange as the Company’s Class A Common Stock may be traded from time to time) of one (1) Share for the last twenty (20) trading days of the Performance Period.  “Dividends Paid” shall include all dividends paid as described in paragraph 9 of this Award Agreement.

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Initial

To determine Relative TSR, a Peer Group of companies approved by the Committee will be used.  The Peer Group will be ranked from highest Total Shareholder Return expressed as a compound annual growth rate to lowest Total Shareholder Return expressed as a compound annual growth rate.  The total number of Performance Units earned and vested as of the last day of the Performance Period based upon Relative TSR shall then be determined by comparing the Company’s TSR expressed as a compound annual growth rate to the Peer Group and based upon the following chart.  Interpolation shall be used in the event the Company’s percentile rank does not fall directly on one of the ranks listed in the table below and in no event will the payout as a percent of the Target Award exceed 200%.

Notwithstanding paragraph 6A above, and except as may be provided in paragraphs 7 and 9C below, <<# = 25% of Target Award>> which is 25% of your Target Award, rounded down to the nearest whole Share (the “Floor Award”), will become earned and vested under this Agreement if you remain employed by the Company or an Affiliate through the last day of the Performance Period whether or not any of the performance criteria set forth in paragraph 6A above are met.

Any Performance Units in excess of the Floor Award shall be referred to as the “TSR Award”.

If you die or become Disabled while an Employee after <<Award Date + 6 months>> during the Performance Period,

(i) your Floor Award will become immediately fully vested; and

(ii) in addition, your TSR Award will become immediately earned and vested in accordance with the following schedule:

A “Disability” or “become Disabled” means that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, you are unable to engage in any substantial gainful activity or are receiving income replacement benefits under an accident and health plan covering employees of the Company for a period of not less than three months.

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Initial

In the event you become Retirement Eligible during the Performance Period,

(i) your Floor Award will become immediately fully vested and the Company will issue you corresponding Shares as soon as practicable following the last day of the Performance Period (and not when you become Retirement Eligible or on your date of Retirement), but in no event more than 90 days following the last day of the Performance Period; and

(ii) you will continue to be eligible to earn and vest your TSR Award in accordance with paragraph 6 of this Award Agreement.

“Retirement Eligible” means your age plus years of continuous service total 80 or more and “Retirement” means your employment is terminated following becoming Retirement Eligible.

If you are terminated without Cause by the Company or the Affiliate then employing you (a “Termination without Cause”) during the Performance Period,

(i) your Floor Award will become immediately fully vested; provided , that such termination of employment constitutes a “separation from service” under Section 409A of the Code; and

(ii) in addition, your TSR Award will be forfeited in its entirety.

The term “Cause” means (1) your willful and continued failure to perform substantially your duties with the Company or the Affiliate then employing you (other than any such failure resulting from incapacity due to physical or mental illness), or (2) your willful engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; provided , that for purposes of this definition, no act or failure to act, on your part, will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in t