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Exhibit 10.15    
    


         

  


 
  Performance Share Plan
  2004 through 2006 Performance Term    
    



Eligibility and Participation  


        Eligibility for the Performance Share Plan ("PSP") is intended to be restricted to Participants whose actions most directly affect the long-term
success of the Company. Participation will be determined based on nomination by the Chief Executive Officer and approval by the Personnel and Compensation Committee. Participation levels are as
follows: 



	Participants
 
	 	Initial Award Basis

as Percent of Salary
	 
	President & CEO	 	125	%
	Corporate Executive Officers	 	100	%
	Senior Corporate and Segment Executives	 	75	%






Plan Concept  


        The Performance Share Plan ("PSP") is a long-term incentive compensation plan designed to reward executives ("Participants") for the achievement of a
pre-determined goal measured over a three-year period ("Performance Period"). The goal for the 2004-2006 Performance Period is the average percentage increase in
Total Business Return ("TBR") as defined below. 


        TBR
is equal to the increase in value of the business over a period of time plus the cash flow generated by its operations after payment of capital expenditures ("Cash Flow"). This
measurement approach is similar in concept to an investor's two-part return from capital gains and dividends referred to as the total shareholder return on a stock investment. 


        The
business value at the beginning of the Performance Period is calculated based upon Operating Profit After Tax ("OPAT") multiplied by ten ("Value"). This simple valuation approach is
based upon a discounted cash flow perpetuity calculation using a ten percent discount rate. As shown in the example below, if a business produces an OPAT of $10 million it has a Value of
$100 million. This valuation methodology is also applied to the OPAT at the end of each year of the Performance Period. The difference between the base year Value and Value calculated for each
year of the Performance Period is the proxy for the change in shareholder value ("Value Change"). The Cash Flow is added to the Value Change to derive the TBR. The TBR percentage is calculated by
dividing the TBR by the initial base year Value. The performance metric is the three-year average TBR percentage over the Performance Period. 


Calculation of Targeted Performance Share Award  


        The awards will be 50% in cash and 50% in stock. The total award will be equal to the value of the pre-determined award for each Participant adjusted
for the TBR percentages achieved. The number of shares of the Participant's stock award will be determined by using the average price of the shares 30 trading days prior to the beginning of the
Performance Period. At Company performance of less than 75% of target TBR, no award will be paid. The maximum payout will be 125% of target TBR. 







 



Example:  



	 
	 	Base Year
	 	Year 1
	 	Year 2
	 	Year 3
	 
	 
	 	(millions)
 
	 
	OPAT	 	$	10.0	 	$	12.0	 	$	13.0	 	$	15.0	 
	Value (OPATx10)	 	$	100.0	 	$	120.0	 	$	130.0	 	$	150.0	 
	Value Change to Base Value (VC)	 	 	 	 	$	20.0	 	$	30.0	 	$	50.0	 
	

Cash Flow (CF)	
 	
 	

 	
 	
$	

5.0	
 	
$	

10.0	
 	
$	

15.0	
 
	

TBR: (VC + CF)	
 	
 	

 	
 	
$	

25.0	
 	
$	

40.0	
 	
$	

65.0	
 
	TBR/Base Year Value	 	 	 	 	 	25	%	 	40	%	 	65	%
	Average TBR %	 	 	 	 	 	43%	 






	

Base Salary	
 	
$	

100,000	
 	

 	
 
	Participation Rate (senior corporate executive)	 	 	75	%	 	 
	Initial Award Basis	 	$	75,000	 	 	 
	TBR Percentage	 	 	43	%	 	 
	Corporate Weight (senior corporate executive)	 	 	100	%	 	 
	Total Individual Target Award (awarded in cash and stock)	 	$	32,250	 	($75,000x43%x100%	)






        The
weights assigned to the TBR for corporate and segment executives are as follows: 



	Executive officers (including President/CEO) and senior corporate executives	 	100% Corporate TBR
	Segment executives	 	75% Segment TBR and 25% Corporate TBR






Performance Period  


        Company performance will be measured over three fiscal years, with a new Performance Period beginning every fourth year. 


Performance Measurement  


        At the beginning of each Performance Period the Participants and the financial targets will be submitted for approval by the Committee. At the end of the
Performance Period awards will be made as soon as practicable following the approval of the award amounts by the Committee. 


Deferral of Award  


        Participants may have the right to defer up to 100 percent of their cash and/or stock payout under the Performance Share Plan pursuant to the Deferred
Compensation Plans in effect at the time. 


Termination of Employment  



        If a Participant terminates employment for any reason during the Performance Period, or after the Performance Period but prior to the payment of the award, then
the award will be forfeited, unless deemed otherwise by the Committee. 


Discretion of the Committee  


        The Committee may, in its discretion, amend or change the Plan or the goals, objectives, measurements or targets for the Plan at any time. 


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Exhibit 10.15


Performance Share Plan 2004 through 2006 Performance Term