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triangle Compensation Committee Report
triangle Summary Compensation Table
triangle Option Grants in 1999
triangle PG Awards in 1999
triangle Pension Benefits
triangle Severence and Change in Control
triangle Other Arrangements


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PG AWARDS IN 1999

This table contains information about long-term incentive plan awards we made in 1999 to the named executives:

long term incentive plans

(1) PG awards link compensation to our financial and stock price performance. Each PG award consists of a Financial Incentive Component and a Stock Incentive Component. The Financial Incentive Component represents 60% of the award and earns value based on revenue growth, earnings or earnings per share growth and average return on equity of our business segments or the entire Company (depending on the executive’s job) over the 1999-2001 period. The Financial Incentive Component will earn value if we achieve at least a threshold level of performance on any of these financial measures. The Stock Incentive Component represents 40% of the award and earns value based on how our total shareholder return compares to the total return of the S&P Financial Index during the 1999-2001 period. Total shareholder return means share price appreciation plus dividends.

We structured the PG awards in the table to qualify as performance-based compensation under the Million Dollar Cap. As a consequence, the Committee may adjust the value of awards downward only. The Committee will decide the amount of any downward adjustment after it evaluates various factors such as Company, business unit and individual performance over the 1999-2001 period.

The Committee substantially lengthened the vesting schedule of PG awards commencing in 1999. The PG-X awards will not vest until September 2003. The Committee believes this will provide additional incentive for executive officers to remain with the Company. We also granted one-time Transition PG awards that have a scheduled vesting and payment date in September 2002. We made these one-time awards to recognize that PG-X awards would have vested in 2002 if they had the same vesting design as prior PG awards. To partially offset the longer vesting periods, the Company will increase the initial payout values of PG-X and Transition PG awards by 5%.

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