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                                                         Exhibit 10(ii)(A)(xii)

                  PERFORMANCE BASED COMPENSATION ARRANGEMENTS
                   FOR THE CHIEF EXECUTIVE OFFICER AND OTHER
                            NAMED EXECUTIVE OFFICERS


GENERAL

     In 1994 the shareholders approved a plan to reward the Company's Chairman
and Chief Executive Officer ("CEO") on the basis of the Company's performance.
In order for the Company to be able to deduct for tax purposes performance-based
compensation in excess of $1,000,000 total compensation (the "Compensation Cap")
payable to the CEO and the other Named Executive Officers, the Company's
shareholders are required to reapprove the terms of these arrangements every
fifth year, which they did last year. Shareholders approval is being sought
again this year because changes have been made to these arrangements that
require such re-approval. These arrangements are discussed above in the Report
of the Compensation Committee of the Board of Directors on Executive
Compensation under the caption "Annual Incentive Plan". The Annual Incentive
Plan is applicable to the CEO and each other Named Executive Officer.

     If these arrangements are not approved this year by the shareholders, the
Company will lose the tax deduction on any amount of performance-based
compensation in excess of the Compensation Cap that the Company expects to pay
the CEO and any Named Executive Officer.

     PERFORMANCE CRITERIA AND MAXIMUM COMPENSATION PAYABLE. The FY 2002
performance criterion that the Compensation Committee of the Board of Directors
has established focuses on earnings. However, the Compensation Committee may add
to or alter the performance objectives to include additional criteria from among
the following: cash flow, revenue, pre-tax or after-tax profits, return on
capital, return on equity, gross margin, operating or other expenses, earnings
before interest and taxes, earnings before interest, taxes, depreciation and
amortization, net income, earnings per share, stock price appreciation, total
shareholder return (share appreciation plus reinvested dividends), sales growth,
productivity improvement, return on assets and operating earnings. In no event
shall the compensation payable to the CEO or any other Named Executive Officer
in accordance with the foregoing performance criteria exceed $3,000,000 during
any one fiscal year.

     While the Compensation Committee has the authority to change the terms of
performance-based compensation without seeking shareholder approval, under
current law, in order to deduct any amounts in excess of the Contribution Cap
that are attributable to performance-based compensation, the Company must obtain
shareholder approval if any material terms are changed.