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Measurement Periods for Stock Price Performance for PSUs. Under the Company’s long term incentive program, a participating executive has the opportunity to earn an initial PSU payout based on the Company’s performance against a pre-established performance metric. This initial payout is then modified based on the Company’s “Total Shareholder Return” (as defined in the applicable agreements) over the performance period compared to the “Relative TSR” (as defined in the applicable agreements) of S&P 500 companies over the performance period. Under the prior forms of equity award agreements for PSUs, the calculation of “Total Shareholder Return” and “Relative TSR” were determined by comparing the applicable entity’s average closing stock price over 30 consecutive trading days prior to the beginning of the performance period (the “Beginning Value”), generally May 1st of the year in which the grant was made, to the applicable entity’s average closing stock price over 30 consecutive trading days prior to the end of the performance period (the “Ending Value”), generally April 30th of the year falling three years after the grant date. Under the amended forms of equity award agreements for PSUs, the Beginning Value will be calculated by reference to the applicable entity’s average closing stock price over 15 consecutive trading days prior to the grant date of the PSUs and the Ending Value will be calculated by reference to the applicable entity’s average closing stock price over 15 consecutive trading days beginning on the date on which the applicable entity files its Annual Report on Form 10-K for the last fiscal year in the performance period.

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Measurement Periods for Stock Price Performance for MSUs. Under the Company’s long term incentive program, if certain performance thresholds are met, a participating executive has the opportunity to earn an MSU payout based on the ratio of the Company’s average closing stock price prior to the grant date (the “Grant Date Price”) and the Company’s average closing stock price at the end of the performance period (the “Ending Date Price”). Under the prior forms of equity award agreements for MSUs, the Grant Date Price was calculated by reference to the Company’s average closing stock price over 30 consecutive trading days prior to the grant date of the MSUs, generally on or about June 30th of the year in which the grant was made, and the Ending Date Price was calculated by reference to the Company’s average closing stock price over 30 consecutive trading days prior to the end of the performance period, generally April 30th of the year falling three years after the grant date. Under the amended forms of equity award agreements for MSUs, the Grant Date Price will be calculated by reference to the Company’s average closing stock price over 15 consecutive trading days prior to the grant date of the MSUs and the Ending Date Price will be calculated by reference to the Company’s average closing stock price over 15 consecutive trading days beginning on the date on which the Company files its Annual Report on Form 10-K for the last fiscal year in the performance period.

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Performance Threshold for MSUs. Under the prior forms of equity award agreements for MSUs, MSUs were subject to an “Average Return on Equity” (as defined in the applicable agreements) performance threshold based on the Company’s net income from continuing operations during the performance period. The amended forms of equity award agreements for MSUs replaces the “Average Return on Equity” performance threshold with an “Average Return on Invested Capital” (as defined in the applicable agreements) performance threshold based on the Company’s after-tax operating profit and average invested capital during the performance period. The amended forms of equity award agreements for MSUs retain the performance threshold relating to the Company’s ratio of Ending Date Price to Grant Date Price included in the prior forms of equity award agreements.

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