Summary of 2004 Incentive Compensation Plan

At the end of 2003, the Human Resources Committee of the Board of Directors
adopted  the Year  2004  Incentive  Compensation  Plan  (the  "Plan").  The Plan
established target award  opportunities  ranging from 23% of base salary for key
employees  to 80% of base salary for the Chief  Executive  Officer.  The bonuses
were earned based on the  achievement of certain  financial  targets,  which are
established  based  on the  individual  participant's  position.  For the  Chief
Executive  Officer and the Chief Operating  Officer the bonus awards for 100% of
targeted  performance  were set at 80% and  65%,  respectively,  of  their  base
salaries.  For the Senior  Vice  Presidents  and the  General  Counsel the bonus
awards for 100% of targeted  performance were set at 55% and 50%,  respectively,
of their base salaries. Messrs. Kunkle, Whiting, Clark, Jellison, Lehner, Mosch,
Roos, Wise and Addison  received bonus awards for 2004 of 88.7%,  72.1%,  59.0%,
37.2%, 73.0%, 38.4%, 64.2%, 61.0%, and 55.4%, respectively.