Summary of Implementation Guide for 2009 Executive Incentive Compensation Plan

Under this plan, the Compensation Committee of the holding company board will establish performance measures and goal weightings for each year based on synergies and desired focus. The performance measures will be both quantitative and qualitative in nature.

Corporate financial measures will be based on corporate relevant metrics and operating subsidiary (OS) measures will be based on OS relevant metrics. Certain senior executives of each OS, including its CEO, will have a portion of their incentive compensation tied to corporate performance given the high degree of synergy with corporate objectives.

The following performance component weights will apply to the Company’s executive officers for 2009:

Specific targets will be established on an annual basis for each performance component and will be evaluated on a sliding scale ranging from 50% of the bonus opportunity to 150% of the bonus opportunity. Any measure falling below the 50% level will reduce the related bonus opportunity to 0%.

Target bonuses for the following executive officers will be as follows (as a percentage of 2009 base salary):