**Exhibit 10.20**

 

**SHORT-TERM INCENTIVES**

 

At its August 7, 2002 meeting, theCompensation Committee of the Board reviewed and agreed to, in principle,recommendations regarding short-term incentives.  The recommendations were as follows:

 

•                  Adopt an executive target incentive plan withawards contingent upon an appropriate combination of quantifiable corporate,business unit and/or division results along with a non-quantifiable element.

•                  Consider setting goals in the followingquantifiable performance areas:

•                  Corporate – ROIC, after-tax profit

•                  Business Unit – New work margin, grossprofit, ROCE

•                  Division – New work margin, gross profit,ROCE

•                  Use a target incentive worksheet to manageshort-term incentives and document and communicate the program to participants.

 

**TARGET INCENTIVE APPROACH**

 

Under this approach, a target amount ofincentive compensation is identified for each participant.

•                  This target award is expressed as a percentof salary.

•                  This amount is not guaranteed.  It reflects what is payable if expectedresults are achieved.

•                  Actual awards could be larger or smaller thantargeted amounts based on results.

 

**PERFORMANCE GOALS**

 

For each quantifiable performancemeasure selected, three levels of goals will be defined to determine the amountof incentive that will be payable (adjusted for weighting).

 

•                  **Threshold**– At 70% of “Ambitious but Expected” performance, 25% of target incentiveswould be payable.

•                  **Ambitious but Expected** – At this level of performance, 100% of target incentive values wouldbe payable.

•                  **Clearly Outstanding**– At 130% of “Ambitious but Expected” performance, 150% of targetincentive values would be payable.

 

For non-quantifiable performancemeasures, e.g., safety, diversity, cooperation among business units,discretionary judgments will be made from unacceptable to clearly outstanding.

 

The goals will be reviewed each year to makesure they are appropriate for the coming year and are reflective of currentcircumstances and budgets.

 

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**AWARD GUIDELINES**

 

Based on competitive practices, we havedeveloped the following target incentive percentages by level, and thecorresponding mix of corporate, business unit, and/or division measures:

 
| **Level** |   | **Position**        |          | **Target** |               | **Quantifiable** |         | **Non–  Quantifiable** |   |
|-----------|--------|---------------------|---------------|------------|--------------------|------------------|--------------|-----------------------------|--------|
|      |   |                | **Corporate** |       | **Business  Unit** |             | **Division** |                        |   |
| 42        |   | President / CEO     |          | 120        | %                  | 80               | %            | —                      |   | — |   | 20 | % |
| 41        |   | Sr. EVP             |          | 100        | %                  | 80               | %            | —                      |   | — |   | 20 | % |
| 40        |   | EVP                 |          | 100        | %                  | 80               | %            | —                      |   | — |   | 20 | % |
|      |   | Bus. Unit President |          | 100        | %                  | 50               | %            | 30                          | %      | — |   | 20 | % |
| 32        |   | Sr. VP              |          | 50         | %                  | 80               | %            | —                      |   | — |   | 20 | % |
|      |   | Bus. Unit EVP*      |          | 50         | %                  | 50               | %            | 30                          | %      | — |   | 20 | % |
| 31        |   | VP (Corporate)      |          | 35         | %                  | 80               | %            | —                      |   | — |   | 20 | % |
|      |   | Bus. Unit SVP       |          | 35         | %                  | 50               | %            | 30                          | %      | — |   | 20 | % |
| 30        |   | Bus. Unit VP        |          | 25%  - 35  | %                  | 40               | %            | 20                          | %      | 20 | % | 20 | % |

 

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* It is planned that future targets for BusinessDevelopment will be set at the same level as Bus. Unit Presidents.

 

**ESTIMATED COSTS**

 

Targeted incentive awards for meetingexpected performance objectives and maximum incentive awards for meetingoutstanding performance objectives are as follows:

 

•                  Number of executives = approximately 120

•                  Target Incentives = approximately $10,500,000

•                  Maximum Incentives = approximately$15,750,000

 

**MIDDLE MANAGEMENT INCENTIVE PLAN**

 

•                  A similar target incentive approach will beused for middle management positions.

•                  Approximately 230 managers are eligible forparticipation.

•                  Target incentive values will typically rangefrom 10% to 15% of salary.

•                  Total estimated **target** incentive awards wouldequal $3.7 million.

 

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