SUMMARY DESCRIPTION OFTHE
EXHIBIT 10(xi)

I. Introduction

The2005 Company Management Incentive Program (MIP) was designed to focus on two key factorsthat drive improvements in shareholder value:  return on invested capital (ROIC) and salesgrowth.

II. Objectives

TheMIP is designed to:

  • Encourage decision-making focused on producing a favorable rate of ROIC and ongrowing the business rapidly, thus leading to improvements in shareholder value.
  • Influence participants to make decisions consistent with shareholders’ interests.
  • Align management with Company objectives.
  • Attract and retain the talent required toachieve the Company’s objectives.

III. Eligibility

  Positionsthat participate in this program are those that have significant impact on the Company.Eligibility for participation in this program is based on the determination of management.Criteria for inclusion are market practice, impact of the role on overall Companyresults, and internal practice. Participation in this program is subject to the Terms andConditions.

IV. Performance Measures

Shareholdervalue will improve most dramatically if the Company can achieve two goals simultaneously:

1.     Produce a constantly improving rate of ROIC, and 
2.     Grow the business rapidly.

  The2005 MIP will be based on ROIC, sales growth, and individual performance. The payoutearned for ROIC will be multiplied by a factor based on sales growth. A separate amountattributable to individual performance will then be added to the result. This can berepresented algebraically as follows:


TotalPayout = (ROIC Payout x Sales Growth Multiplier) + Individual Performance

  ROICis defined as operating earnings divided by net working assets:


   =      Operating Earnings  
  Net Working Assets

TheROIC component will range from 0% to 50% of a participant’s total Target Incentive.

Salesgrowth is defined as year-over-year performance:

Sales growth

   =   Total Company Sales, Current Year  – 1  
    Total Company Sales, Prior Year

  Thesales growth component will not account for a specific portion of a participant’stotal Target Incentive. Instead, it will serve as a multiplier of the ROIC payout.

  The individualperformance component is based on the individual participant’s performanceagainst strategic objectives. Payouts under this portion of the program would be paid onlyif the Company achieved an actual ROIC result greater than 10%. Theindividual performance component will range from 0% to 30% of a participant’s totalTarget Incentive.

V. Target AwardOpportunity

Targetawards for each position are based on competitive market practice andinternal considerations and are stated as a percentage of the employee’s base salary.

VI. Determination OfPayment Amounts

Thefollowing process is used to determine the payment amount for each participant.

  Step1: Determine the performance results for ROIC and the resultant performance to goal.Compute the appropriate percentage of Target Incentive earned.

  Step2: Determine the performance results for sales growth and the resultant sales growthmultiplier based on these results. Apply the sales growth multiplier to the ROIC payout.

  Step3: As long as ROIC is greater than 10%, add the individual performance component todetermine the total percentage payout.

  Step4: Calculate each participant’s incentive amount earned as follows:

  Incentive Amount Earned  =
                       Total % Payout x (Annualized Base Salary (as of 12/31)  x  Target Incentive %)

  Thoseemployees who are eligible to participate for only part of the year will have theirincentive amount adjusted accordingly, based on the eligibility provisions of the Termsand Conditions.

  Step5: The Compensation Committee of Management and the Compensation Committee of theBoard must approve final incentive amounts.

  Step6: Once approved, final incentive amounts are forwarded to the Employee Systemsmanager for payment.