EXHIBIT 10.1

Description of Incentive Plan of the Company

Incentive Plan

In 1993, the Company adopted a comprehensive Incentive
Compensation Plan, which provides annual incentive compensation
to all eligible employees of the Company and its subsidiaries.
The Plan was effective January 1, 1994 for all officers and on
July 1, 1994 for all non-officer employees of the Company and its
subsidiaries. Incentive compensation is based upon three
criteria, including overall financial performance of the Company
or the respective subsidiary, the achievement of work group or
departmental goals, and individual job performance. The
proportional weighting of criteria is dependent upon the
participants job responsibilities and their ability to effect the
performance of the subsidiary or Company as a whole. Incentive
award opportunities are expressed as a percentage of the
participant's base salary.