Deferred Long-Term Incentive Plan (the "Plan")
1. General. Mr. Bleustein will be entitled to receive up to $5,000,000 in the aggregate under the Plan (excluding
the investment component discussed below) in respect of performance during years 2002 through 2006.
(a) Subject to the maximum $5,000,000 aggregate award ("Maximum Aggregate Award"), there is no maximum
amount that Mr. Bleustein may receive under the Plan in respect of any year.
2. Goals. Mr. Bleustein's entitlement to all or any portion of the Maximum Aggregate Award will be contingent
upon performance relative to goals focusing on Company performance and/or individual performance.
(a) The Human Resources Committee (the "Committee") will, in its discretion, establish the goals, determine the
level of performance relative to the goals and determine the amount, if any, of the Maximum Aggregate Award to
which Mr. Bleustein is entitled based on that performance.
(b) The goals may be subjective or objective in nature.
(c) The Committee will establish the goals and communicate them to Mr. Bleustein at its discretion.
(d) At any time, and from time to time, the Committee will determine the level of performance relative to goals it
has established and the amount, if any, of the Maximum Aggregate Award to which Mr. Bleustein is entitled and
promptly communicate its determination to Mr. Bleustein.
3. Accounting / Investment. The Company will establish a bookkeeping account for Mr. Bleustein for purposes
of the Plan (the "Account") the initial balance of which is zero (0).
(a) At such time as the Committee determines that Mr. Bleustein is entitled to all or any portion of the Maximum
Aggregate Award, the Company shall credit to the Account the amount that the Committee has so determined.
The credit shall be deemed made as of the date of the Committee's determination or such other date that the
(b) In addition, as of the end of each calendar quarter, the Company shall credit the Account with an amou