Which additional performance measures are being added to the Plan?
If approved, the amendment would permit the following additional performance measures to be used: return on net assets, return on shareholders’ equity, return on assets, return on capital, return on sales, shareholder return, total shareholder return, profit margin, earnings per share, net earnings, operating earnings, earnings before interest and taxes, common stock price per share, cash flow, cost reduction, revenue, revenue growth, sales or market share.

Who is eligible to participate in the Plan?
Plan eligibility is generally limited to the Company’s management-level employees. The Committee determines which management-level employees will be participants for a particular performance period. The approximate number of management-level employees who are currently eligible to participate in the Plan is 800.

How are awards determined?
A target bonus is set annually for each executive. The target, which is a percentage of base salary, varies depending on the executive’s duties and responsibilities. For 2001, target bonuses range from 25% of base salary to 145% of base salary for the CEO.

If the Plan is amended, any of the Plan’s performance measures can be used by the Committee to establish the performance measure for the year. Using this measure, the Committee establishes at the beginning of each year the performance formula for the year. Based on company performance for the year, this formula determines the size of the award pool for the year. The Committee awards bonuses from the award pool using in large part the results of the management appraisal process. The total award pool does not have to be awarded. The Committee has the authority to carry over unused award pool funds to subsequent performance periods.

In what form are awards paid?
All awards are paid in cash.

What award limits exist under the Plan?
The maximum award payable to the Chief Executive Officer or the Company’s four other most highly compensated executive officers is $5 million.