Exhibit 10.3a



Under the Company's 1998 Officers Variable  Incentive Plan, the President of the
Company,  with the  approval of the Human  Resources  Committee  of the Board of
Directors, annually designates the officers who will 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 officer's  performance on his
or her variable pay award is determined  by the  President of the Company,  with
the approval of the Human Resources Committee.  Subject to final approval by the
Human  Resources  Committee  of the  Board  of  Directors,  the  President  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 officers, if any.