EXHIBIT 10(d)

Annual Performance Incentive Plan

Under the Annual Performance Incentive Plan (APIP), executive officers of the
Company may be entitled to receive performance related cash payments provided
that performance thresholds, established annually by the Executive Compensation
and Benefits Committee, are met. At the beginning of the year, the Committee
approves for each officer not participating in the Executive Performance
Incentive Plan, an annual incentive target and maximum opportunity expressed as
a percentage of annual base salary. The Committee also establishes overall
threshold, target and maximum measures of performance and associated payment
schedules. For 2001, the performance measures were cash management (40%),
performance profit (40%) and revenue growth (20%). Additional goals are also
established for each officer that include business unit specific and/or
individual performance goals and objectives. The weights associated with each
business unit specific or individual performance goal and objective used vary
and range from 20 percent to 50 percent of the total. Actual performance
payments to corporate officers are subject to approval by the Committee
following the end of the year. As a result of the Company's performance during
2001, no cash bonuses under APIP were paid to officers with respect to 2001
business performance. However, three officers received bonuses based exclusively
on individual performance.