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This table contains information about Portfolio Grant awards we
made in 2000 to the named executives:
Long-Term Incentive Plans-PG Awards in 2000

- PG awards link compensation to our financial and total shareholder
return performance. Each PG award consists of a Financial Incentive
Component and a Stock Incentive Component. The Financial
Incentive Component represents 60% of the target value of the
award and earns value based on earnings or earnings per share
growth, revenue growth and average return on equity of our business
segments or the entire Company (depending on the executive's job)
over the 2000-2002 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 target value of the award and earns value
based on how our total shareholder return compares to that of the
S&P Financial Index over the 2000-2002 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 downward the formula
values shown. 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
2000-2002 period.
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