Key Executive Special Incentive Arrangement
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In August 1999, a key executive special incentive arrangement was
implemented that could result in the payment of up to a maximum of $1.5
million to the Company's Chairman and Chief Executive Officer, Douglas W.
Leatherdale; $750,000 to its President and Chief Operating Officer,
James E. Gustafson; and $375,000 to its Executive Vice President and
Chief Financial Officer, Paul J. Liska, over the 18-month period ending
December 31, 2000, with the possibility of a partial interim payment
being made by December 31, 1999.

The amount of incentive payments, if any, to be made under this
arrangement will depend on the extent to which certain components
of the company's strategic business plan are successfully implemented.
Certain payments would not be made under this arrangement unless
specific business goals are met within specified time and financial
parameters.

Any incentive payouts under this arrangement would be included in
the calculation of each participating executive's benefits under the
Executive Retirement Plan.