Exhibit 10.2a



Under  the  Company's  1998  Senior  Management  Variable  Incentive  Plan,  the
President of the Company,  with the approval of the Human Resources Committee of
the Board of Directors,  annually  designates  employees to  participate  in the
program,   establishes  their  participation   level,  and  establishes  certain
financial and operational goals for the Company which must be satisfied in order
for  variable  pay awards to be made.  The impact,  if any,  of each  employee's
performance  on  his or her  variable  pay  award  is  determined  by his or her
officer. Subject to final approval by the Human Resources Committee of the Board
of  Directors,  the  President  of the Company also  determines  at year-end the
degree to which those goals have been  satisfied  and the amount of variable pay
to be awarded to participating employees, if any.