Exhibit 10.15


                 Amended and Restated Short-Term Incentive Plan

A.    Purpose

      Establish and reinforce an entrepreneurial culture which values smart
      risk-taking and continuous innovation to maximize operating results and
      shareholder value. This executive compensation philosophy is best
      described as "high risk, high reward".

B.    Short-Term Incentive Plan (STIP)

      1.  Targets for any or all of Economic Profit (EP), Net Operating Profit
          (NOP) and Earnings Per Share (EPS) are established annually as part of
          the Company's semi-annual planning cycle. Targets must be achieved
          after payment of STIP and charges for restricted stock and stock
          options.

      2.  STIP has one funding pool.

      3.  The amount of the STIP funding pool is based on business performance,
          specific incentive targets for each executive and individual executive
          performance. The intention of the Compensation Committee is to award
          the entire pool, once earned; but it (the Compensation Committee)
          retains the discretion to raise or lower the pool total, as dictated
          by overall business performance. STIP, if earned, is paid twice a year
          as follows:

          a.  Less than 85% of Target, no STIP payout.

          b.  Greater than 85%, STIP payout in accordance with percentage of net
              operating profit as determined by Compensation Committee.

      4.  Compensation Committee can award a STIP even if not earned pursuant to
          the formula above to reward significant performance improvements on
          other operating achievements which may be outside the targeted
          metrics.

      5.  Targets for EP, NOP and EPS vary semi-annually. Payouts for the first
          half of each year are tied to the projections for that period prepared
          in the Fall of the preceding year, STIP awards, if earned, for the
          second half of each year are tied to projections prepared in the
          Spring of the year in questions.

      6.  The Compensation Committee approves the pool total, when earned and
          calculated.

      7.  The CEO recommends to the Committee and the Committee approves awards
          for the corporate officers. The Compensation Committee reviews and
          recommends to the Board the STIP awards for the CEO.

      8.  The President of each Segment allocates the pool for his executives
          based on their targets and performance, in consultation with the CEO.