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SUMMARY DESCRIPTION OF THE 2005 COMPANY MANAGEMENT INCENTIVE PROGRAM

Executive Compensation Plan Agreement

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Title: SUMMARY DESCRIPTION OF THE 2005 COMPANY MANAGEMENT INCENTIVE PROGRAM
Date: 2/28/2005

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                     SUMMARY DESCRIPTION OF THE
                     2005 COMPANY MANAGEMENT INCENTIVE PROGRAM
EXHIBIT 10(xi)

I. Introduction

The 2005 Company Management Incentive Program (MIP) was designed to focus on two key factors that drive improvements in shareholder value:  return on invested capital (ROIC) and sales growth.

II. Objectives

The MIP is designed to:

  • Encourage decision-making focused on producing a favorable rate of ROIC and on growing the business rapidly, thus leading to improvements in shareholder value.
  • Influence participants to make decisions consistent with shareholders’ interests.
  • Align management with Company objectives.
  • Attract and retain the talent required to achieve the Company’s objectives.

III. Eligibility

  Positions that participate in this program are those that have significant impact on the Company. Eligibility for participation in this program is based on the determination of management. Criteria for inclusion are market practice, impact of the role on overall Company results, and internal practice. Participation in this program is subject to the Terms and Conditions.

IV. Performance Measures

Shareholder value will improve most dramatically if the Company can achieve two goals simultaneously:

1.     Produce a constantly improving rate of ROIC, and 
2.     Grow the business rapidly.

 
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