1.

Terms of Award . The following terms used in this Agreement shall have the following meanings:

(a)

The “Target Number of Performance Shares” is [ ].

(b)

The “Performance Shares Earned” shall be the number of Performance Shares earned by the Participant determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement.

(c)

The “Award Cycle” is the period beginning on October 30, 2005 and ending on November 1, 2008.

2.

Award . Subject to the terms of this Agreement and the Plan, the Participant is hereby granted the Target Number of Performance Shares set forth in Paragraph 1(a). The award is a Qualified Performance-Based Award.

3.

Distribution of Awards . The Company shall distribute to the Participant one share of Common Stock (or cash equal to the Fair Market Value of one share of Common Stock) for each Performance Share Earned. Subject to Paragraph 7, Performance Shares Earned shall be distributed solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock, or in a combination of the two, as determined by the Committee in its sole discretion, except that any fractional share of Common Stock will be rounded to the nearest whole share.

4.

Time of Distribution . Except as otherwise provided in this Agreement, shares and/or cash distributable in respect of Performance Shares Earned in accordance with the provisions of Paragraph 3 will be distributed as soon as practicable after January 5, 2009, but in no event later than January 12, 2009.

5.

Termination of Employment Due to Retirement, Disability, Death, or Involuntary Termination of Employment Without Cause During Award Cycle . If the Participant experiences a Termination of Employment during the Award Cycle because of the Participant’s Retirement, disability, death, or involuntary Termination of Employment without Cause, the Participant shall be entitled to a portion of the Performance Shares Earned in accordance with Exhibit 1, determined at the end of the Award Cycle. Such portion shall equal the number of Performance Shares Earned that would have been earned by the Participant had the Participant remained employed through the end of the Award Cycle (determined in accordance with Paragraph 4 of Exhibit 1), multiplied by the quotient equal to (A) the number of full fiscal months the Participant was employed during the Award Cycle divided by (B) the total number of fiscal months in the Award Cycle.

6.

Other Termination of Employment During Award Cycle . If the Participant experiences a Termination of Employment during the Award Cycle for any reason other than the Participant’s Retirement, disability, death, or involuntary Termination of Employment without Cause, the award granted under this Agreement will be forfeited on the date of such Termination of Employment; provided, however , that in such circumstances the Committee, in its discretion, may determine that the Participant will be entitled to receive a pro rata or other portion of the Performance Shares Earned, determined at the end of the Award Cycle.

7.

Change in Control .

(a)

If a Change in Control occurs during the Award Cycle, and the Participant has not experienced a Termination of Employment before the Change in Control, the Participant shall be entitled to the greater of (i) the Performance Shares Earned that would have been earned by the Participant had the Participant remained employed through the end of the Award Cycle in accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, multiplied by the quotient equal to the number of full fiscal months the Participant was employed during the Award Cycle through the date of the Change in Control, divided by the total number of fiscal months in the Award Cycle, or (ii) the Performance Shares Earned as of the date of the Change in Control (based on the Average Return on Equity for the Award Cycle through and including such date).

(b)

Notwithstanding the provisions of Paragraph 3, the value of Performance Shares Earned in accordance with Paragraph 7(a) shall be distributed to the Participant in a lump sum cash payment, based on a value per Performance Share equal to the Change in Control Price, as soon as practicable after the occurrence of a Change in Control (unless such Change in Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, in which case such distribution shall occur as soon as practicable following the first to occur of (i) January 12, 2009, (ii) (x) if the Participant is not a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder) (a “Specified Employee”), the date of the Participant’s Termination of Employment, or (y) if the Participant is a Specified Employee, the date which is six months after the date of such Termination of Employment, and (iii) the date the Participant dies or experiences a “disability” (within the meaning of Section 409A(a)(2)(A)(ii) and the regulations thereunder)).

(c)

Distributions to the Participant under Paragraph 3 shall not be affected by payments under this Paragraph 7, except that before distributions are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the number of Performance Shares Earned by the Participant shall be reduced by the number of Performance Shares Earned with respect to which payment was made to the Participant under this Paragraph 7.

(d)

The Participant shall not be required to repay any amounts to the Company on account of any distribution made under this Paragraph 7 for any reason, including failure to achieve the Performance Goal.

8.

Heirs and Successors . This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Subject to the terms of the Plan, any benefits distributable to the Participant under this Agreement that are not distributed at the time of the Participant’s death shall be distributed at the time and in the form determined in accordance with the provisions of this Agreement and the Plan to the beneficiary designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require. If the Participant fails to designate a beneficiary prior to his or her death, or if the designated beneficiary of the Participant dies before the Participant dies or before complete distribution of the amounts distributable under this Agreement, the amounts to be distributed under this Agreement shall be distributed to the legal representative or representatives of the estate of the last to die of the Participant and the beneficiary.

9.

Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement are final and binding.

10.

Plan Terms . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

11.

Confidential Information; Noncompetition; Nonsolicitation .

(a)

The Participant shall hold in a fiduciary capacity for the benefit of the Company all secret