EXHIBIT 10.31


Senior Management Incentive Plan


  Applies to certain officers of the Company
 
  Payable annually
 
  Payout depends on two factors:  year over year improvement in earnings per 
share, and relative share price performance compared to peer group
 
  For each factor, payout depends on which of four levels of achievement is 
attained
 
  No payout if share price is not above that of January 1st of the applicable 
year

 



 

 

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