Exhibit 10.3a


Under the Company's 2001 Officers  Variable  Incentive Plan, the Chief Executive
Officer 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  Chief
Executive  Officer 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 Chief Executive Officer 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.