FOSTER L B CO
EXHIBIT 10.50 MGMT. INCENTIVE COMP. PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_50.txt
<DESCRIPTION>EXHIBIT 10.50 MGMT. INCENTIVE COMP. PLAN
<TEXT>
                                                                  April 10, 2002


                            L. B. FOSTER COMPANY 2002
                     MANAGEMENT INCENTIVE COMPENSATION PLAN

I.       PURPOSE

         To provide incentives and rewards to salaried non-sales managers based
upon overall corporate profitability and the performance of individual operating
units.

II.      CERTAIN DEFINITIONS

     The terms below  shall be defined as follows for the  purposes of the L. B.
Foster Company 2002  Management  Incentive  Compensation  Plan. The  definitions
shall be  subject  to such  adjustments  as,  from time to time,  may be, by the
Corporation's Chief Executive Officer.

     2.1  "Adjusted  Operating  Unit  Target  Award"  shall  be a  Participant's
Operating  Unit  Target  Award  multiplied  by  the  applicable  Operating  Unit
Performance Percentage determined under Section 3.5B(b).

     2.2 "Base  Compensation"  shall mean the total base salary,  rounded to the
nearest whole dollar,  actually  paid to a  Participant  during 2002,  excluding
payment of  overtime,  incentive  compensation,  commissions,  reimbursement  of
expenses,  severance,  car allowances or any other payments not deemed part of a
Participant's   base  salary;   provided,   however,   that  the   Participant's
contributions to the Corporation's  Voluntary  Investment Plan shall be included
in Base  Compensation.  Base  Compensation  for employees who die, retire or are
terminated  shall include only such  compensation  paid to such employee  during
2002 with respect to the period prior to death, retirement or termination.

     2.3 "Base Fund" shall mean the aggregate  amount of all cash payments to be
made  pursuant to this Plan prior to  adjustments  pursuant to Article IV, which
amount shall be determined pursuant to Section 3.1 hereof.

     2.4 "Committee" shall mean the Personnel and Compensation  Committee of the
Board of Directors and any successors thereto.

     2.5  "Corporation"  shall mean L. B. Foster Company and those  subsidiaries
thereof in which L.B. Foster Company owns 100% of the outstanding  common stock,
excluding  (except  for  the  purpose  of  calculating  "Pre-Incentive  Income")
Natmaya, Inc., Fosmart, Inc. and Fexco, Ltd.
<PAGE>

     2.6 "Fund" shall mean the  aggregate  amount of all  payments  made to Plan
Participants  under this Plan, after deducting all  discretionary  payments made
pursuant to Section 3.3 hereof and subject to Article IV.

     2.7  "Individual   Incentive  Award"  shall  mean  the  amount  paid  to  a
Participant  pursuant to this Plan, which amount shall be determined pursuant to
Section  3.5 hereof and which award shall not exceed the lower of: (a) twice the
amount of a Participant's  Target Award; or (b) the  Participant's  Target Award
allocable to the Product  Pool  multiplied  by a  percentage  equal to twice the
percentage  of Target  Award  paid to  Participants  in the  General  Pool.  The
limitations herein shall not affect amounts distributed under Section 3.3.

     2.8 "Operating  Unit" shall mean the following units or divisions which are
reported  in  the  Company's  internal  financial  statements:   CXT  Rail,  CXT
Buildings,  Foster Coated Pipe, Threaded Products,  Rail Products (excluding CXT
Rail and Foster Technologies),  Piling, Fabricated Products, Foster Technologies
and Geotech,  subject to such  adjustments as may be made by the Chief Executive
Officer.

     2.9 "Operating Unit Target Award" shall mean the portion of a Participant's
Target Award allocated to a specific Operating Unit pursuant to Section 3.5B(a).

     2.10  "Operating  Unit  Performance  Percentage"  shall mean the sum of the
percentages earned by the applicable  Operating Unit pursuant to Section 3.5B(b)
and/or with respect to a Rail  Business Unit under  Section  3.5(B)(b)(iii)  and
(iv).

     2.11  "Participant"  shall mean a salaried  employee of the Corporation who
satisfies all of the eligibility requirements set forth in Article V hereof.

     2.12 "Performance Percentage" shall be each of the Percentages earned by an
Operating  Unit  and/or  Rail  Business  Unit under  Section  3(B)(b)  and which
together equal the Operating Unit Performance Percentage.

     2.13 "Plan" shall mean the L. B. Foster Company 2002  Management  Incentive
Compensation Plan, which Plan shall be in effect only with respect to the fiscal
year ending December 31, 2002.

     2.14 "Pool" shall mean the Product Pool and the General Pool, as calculated
pursuant to Section 3.4 hereof,  subject to such  adjustments  as may be made by
the Chief Executive Officer.

     2.15 "Pre-Incentive  Income" shall mean the audited pre-tax income,  after,
inter alia, deductions for benefits payable under the 2002 Sales Incentive Plan,
of the  Corporation  for the fiscal year ending  December 31, 2002 determined in
accordance with generally-accepted accounting principles, excluding (i) benefits
payable  under this Plan;  and (ii) any portion of gains or losses  arising from
transactions not in the ordinary course of business which the Committee,  in its
sole discretion, determines to exclude.
<PAGE>

2.16  "Pre-Tax  Income"  shall mean an Operating  Unit's  and/or a Rail Business
Unit's Pre-Tax  Income as shown in the  Corporation's  financial  statements and
subject  to such  adjustments  as may be made by the  Chief  Executive  Officer,
without  taking  into  account  incentive  compensation  under  the  2002  Sales
Incentive Plan.

     2.17  "Target  Award"  shall  mean  the  product  of a  Participant's  Base
Compensation multiplied by said Participant's Target Percentage.

     2.18  "Target   Percentage"  shall  mean  those  percentages   assigned  to
Participants pursuant to Section 3.2 hereof.

III.     PLAN DESCRIPTION

     3.1 Base Fund.  Subject to Article IV, the amount of the Base Fund shall be
calculated  by  adding  the flat  rate  contribution  determined  in 3.1A to the
marginal rate contributions determined in 3.1B.

     3.1A Flat Rate Contribution. The flat rate contribution shall be determined
by  multiplying  the  Corporation's   Pre-Incentive   Income  by  the  following
percentages:

Pre-Incentive Income                Percentage         Flat Rate Contribution

$0 - $5,999,999                          0                       0
$6,000,000 and Over                     13               $780,000 and Over

     3.1B Marginal Rate  Contribution.  If the  Corporation  achieves any of the
following levels of Pre-Incentive  Income,  the marginal rate contribution shall
be determined by adding  together the marginal  rate  contributions  through the
level of Pre-Incentive Income actually achieved.

                                      Marginal         Maximum Marginal Rate
Pre-Incentive Income               Percentage Rate         Contribution
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
        $0    -   $6,999,999             0                 0
--------------------------------------------------------------------------------
  $7,000,000  -   $7,999,999             2                 $20,000
--------------------------------------------------------------------------------
  $8,000,000  -   $8,999,999             4                 $40,000
--------------------------------------------------------------------------------
  $9,000,000  -   $9,999,999             6                 $60,000
--------------------------------------------------------------------------------
$10,000,000  and over                    8                 $80,000 and over
--------------------------------------------------------------------------------
<PAGE>

Example: If the Corporation earned $11,500,000 in Pre-Incentive  Income the Base
Fund would be $1,735,000, calculated as follows:

a.       Calculate Flat Rate Contribution

         $11,500,000 X 13% = $1,495,000

b.       Calculate Marginal Rate Contribution

         $20,000 + $40,000 + $60,000 + ($1,500,000 X 8%) =   $240,000

c.       Calculate Base Fund

         $1,495,000+ $240,000 = $1,735,000

     3.2 Target  Percentages.  Subject to  adjustment  as set forth below,  each
Participant  shall have a Target  Percentage  based upon the grade level of such
Participant, unless determined otherwise by the Chief Executive Officer, on July
1, 2002, as follows:
                                                 % Of Base
Grade Levels                                    Compensation

Grade 6 I Sales                                     15.0
Grade 7 I, Sales                                    15.0
Grade 8 I, Sales                                    20.0
Grade 10 I, Sales/Management                        22.0
Grade 10 P, Professional/ Management                12.5
Grade 11 I, Sales/ Management                       23.0
Grade 11 P, Professional/ Management                15.0
Grade 12, Management Positions                      25.0
Grade 13, Management Positions                      27.0
Grade 14, Management Positions                      30.0
Grade 15, Management Positions                      32.0
Grade 16, Management Positions                      36.0
Grade 17, Management Positions                      38.0
Grade 18, Management Positions                      39.0
Grade 19, Management Positions                      40.0
Grade 20, Management Positions                      50.0
Grade 21, Management Positions                      52.0
Grade 22, Management Positions                      54.0
Grade 23 and Above                                  60.0

Other Employees selected,  in writing, by L. B. Foster Company's Chairman of the
Board or Chief  Executive  Officer may also be made  Participants in the Plan on
such terms as may be  approved by the  Chairman of the Board or Chief  Executive
Officer.
<PAGE>

     The  Committee  may  determine  performance  goals for the Chief  Executive
Officer and such other officers as the Committee may, in its discretion,  select
and the Target  Percentage for each such  Participant will be adjusted upward or
downward based upon such  Participant's  achievement of such goals.  The precise
method for  determining  such  adjustments  for each such  Participant  shall be
separately scheduled and deemed incorporated herein by reference.

     Those  Participants  who have  retired  or died prior to July 1, 2002 shall
have a Target Percentage based upon their grade level at death or retirement.

     3.3  Discretionary  Payments.  Ten  percent  (10%) of the Base  Fund,  plus
amounts  reallocated  pursuant to Section 6, shall be reserved for discretionary
payments to employees of the Corporation.  The recipients of all such awards and
the  amounts  of any such  awards  initially  shall  be  selected  by the  Chief
Executive  Officer,  subject to final approval by the Committee.  If any amounts
are not paid from the amount herein  reserved,  such remaining  amount shall, at
the discretion of the Chief Executive Officer,  either revert to the Corporation
or be allocated to  Participants  in proportion to their  respective  Individual
Incentive Awards prior to the allocation herein.

     3.4 Calculation of Pools.  Each  Participant and all or any portion of each
Participant's  Target  Award shall be assigned to a Pool by the Chief  Executive
Officer of the  Company  with at least 25% of each  Participant's  Target  Award
being  allocated  to the General  Pool.  The dollar  amount of each Pool will be
determined by dividing the portion of the Target Awards  assigned to the Pool by
the total Target Awards of all  Participants and then multiplying such amount by
the Fund.

EXAMPLE 1:

THE CORPORATION'S  PRE-INCENTIVE  INCOME IS $7,100,000.  THE TOTAL OF ALL TARGET
AWARDS FOR ALL PLAN PARTICIPANTS IS $2,100,000, WITH $1,000,000 ALLOCATED TO THE
GENERAL POOL AND $1,100,000  ALLOCATED TO THE PRODUCT POOL. THE DOLLAR AMOUNT OF
EACH POOL WOULD BE CALCULATED AS FOLLOWS:

(a)      Determine Base Fund

         ($7,100,000)  x  13%) + ($100,000 x 2%) =  $925,000

(b)      Calculate Fund By Deducting 10% For "Discretionary Awards"

         $ 925,000 x  90%  =  $832,500

<PAGE>

(c)      Determine Amount of Each Pool

         1.       General Pool

                  $1,000,000
                  ---------------           x        $832,500  =   $396,429
                  $2,100,000

         2.       Product Pool

                  $1,100,000
                  ---------------           x        $832,500 =    $436,071
                  $2,100,000

     3.5  Calculation  of Individual  Incentive  Awards.  The  calculation of an
Individual  Incentive Award shall be determined  based on the Pool(s) to which a
Participant is assigned.

     3.5A General Pool Individual Incentive Awards. A General Pool Participant's
Individual  Incentive  Award shall be calculated,  subject to the limitations in
Section 2.9, as follows:

     (a) Divide  Participant's Target Award allocated to General Pool by the sum
     of all Target Awards allocated to General Pool;

     (b) Multiply (a) by amount of General Pool.

EXAMPLE 2:

THE GENERAL POOL IS $396,429.  THE SUM OF ALL GENERAL POOL PARTICIPANTS'  TARGET
AWARDS IS $1,000,000. MANAGER JONES HAS A TARGET AWARD OF $19,200:

         $  19,200
         -------------     x      $396,429  =   $7,611
         $1,000,000                                 (Individual Incentive Award)

         3.5B     Product Pool Individual Incentive Awards

(a)  The  Chief  Executive  Officer  shall  assign  all  or  any  portion  of  a
Participant's  Target  Award to an Operating  Unit for  purposes of  calculating
percentages   earned  under   3.5(B)(b)(i),   and   (b)(ii),   may  adjust  such
allocation(s) at any time (the "Operating Unit Target Award"). The Participant's
Individual  Incentive  Award shall be calculated by: (i)  multiplying  each such
Operating Unit Target Award by the sum of the percentages (the "Operating Unit
<PAGE>

Performance  Percentage")  earned by the Operating Unit under 3.5B(b),  with the
resulting  product  being the  "Adjusted  Operating  Unit Target Award" and (ii)
multiplying the amount in the Product Pool by a fraction, the numerator of which
is the Participant's Adjusted Operating Unit Target Award and the denominator of
which  is  the  sum  of  all  Adjusted  Operating  Unit  Target  Awards  of  all
Participants in the Product Pool.

(b) The Operating  Unit  Performance  Percentage  with respect to the applicable
Operating Unit shall be the sum of the following percentages:

     (i) The single  "Pre-Tax  Income  Performance  Percentage"  set forth below
     opposite the "Pre-Tax  Income as % of the Operating  Unit's 2002  Operating
     Plan"  earned by the  applicable  Operating  Unit  (subject  to the  $5,000
     thresholds set forth below and subject to adjustment by the Chief Executive
     Officer):


-------------------------------------- -------------------------------------
 Pre-Tax Income as % of Operating                  Pre-Tax Income
   Unit's 2002 Operating Plan*                Performance Percentage
-------------------------------------- -------------------------------------
-------------------------------------- -------------------------------------
75%                                       5%
-------------------------------------- -------------------------------------
80%                                      10%
-------------------------------------- -------------------------------------
85%                                      20%
-------------------------------------- -------------------------------------
90%                                      30%
-------------------------------------- -------------------------------------
95%                                      40%
-------------------------------------- -------------------------------------
100%                                     50%
-------------------------------------- -------------------------------------
110%                                     65%
-------------------------------------- -------------------------------------
120%                                     80%
-------------------------------------- -------------------------------------
130% and up                             100%
-------------------------------------- -------------------------------------

     * Once an  Operating  Unit has achieved  75% of the  Operating  Unit's 2002
     Operating Plan Pre-Tax Income,  the Operating Unit shall receive credit for
     additional percentage points under the column on the left above only to the
     extent each such  percentage  point  represents  at least $5,000 in Pre-Tax
     Income.

     EXAMPLE:

          An Operating Unit's 2002 Operating Pre-Tax Income Plan is $200,000 and
     in 2002 the Operating Unit achieves exactly $200,000 in Operating Income.

          Since $150,000 in Pre-Tax Income ($200,000 X 75%) was required to meet
     the threshold for any Performance  Percentage to be earned under 3.5(b)(i),
     the  $50,000  "excess"  ($200,000  -  $150,000)  will be used to  calculate
<PAGE>

          additional  Performance  Percentages,  i.e.  $50,000  /  $5,000  = 10.
          Accordingly,  the Operating  Unit would be considered to have achieved
          85% of the  Operating  Unit's 2002  Operating  Plan (75% + 10%) and to
          have  earned  a  20%  Performance   Percentage   instead  of  the  50%
          Performance  Percentage  that otherwise  would have been earned due to
          the Operating  Unit  achieving 100% of its 2002 Operating Plan Pre-Tax
          Income.

               (ii) 25% if the  Operating  Unit met or  exceeded  its  Return on
          Investment  set forth in such  Operating  Unit's 2002  Operating  Plan
          (subject to adjustment by the Chief Executive Officer), otherwise 0%.

          (c) Notwithstanding  any provision herein to the contrary,  the sum of
     all  Individual  Incentive  Awards  allocable to an Operating  Unit may not
     exceed 25% of such Operating  Unit's  Operating Unit Income.  A Participant
     assigned to an Operating  Unit affected by this limit shall receive a share
     of the available  Operating Unit Income (i.e.  25% of the Operating  Unit's
     Operating  Unit  Income)  equal to the  Participant's  applicable  Adjusted
     Operating  Unit  Target  Award  divided by the sum of  applicable  Adjusted
     Operating  Unit Target Awards for all applicable  Participants  assigned to
     such Operating Units.  Amounts not payable because of this limitation shall
     be used for discretionary payments under Section 3.3.

EXAMPLE 1:

     THE PRODUCT POOL IS $436,071. MANAGER SMITH'S TARGET AWARD ALLOCATED TO THE
PRODUCT POOL IS $50,000 AND IS ALLOCATED TO CXT RAIL. THE ADJUSTED  TARGET AWARD
OF ALL  PARTICIPANTS  IN THE  PRODUCT  POOL IS  $800,000.  CXT  RAIL  MEETS  THE
REQUIREMENTS  OF B(I) AND B(II) AND HAS ALSO EXCEEDED ITS PLANNED PRE-TAX INCOME
BY 10% AND $500,000. MANAGER SMITH'S BONUS WOULD BE CALCULATED AS FOLLOWS:

(a)      Operating Performance Percentage

         65%  +  25% +     =  90%
         (i)     (ii)

(b)      Determine Smith's Adjusted Operating Target Award

         $50,000 X 90% = $45,000

<PAGE>

(c)      Determine Smith's Individual Award from the Product Pool

         $ 45,000                           X        $436,071   = $ 24,529
         --------
         $800,000 (sum of all Adjusted
                  Operating Target Awards)

EXAMPLE 2:

     The Product Pool is $436,071.  Manager Jones' Target Award allocated to the
Product Pool is $50,000,  with 50% being  allocated to Geotech and 50% allocated
to CXT  Buildings.  Geotech's  Operating  Unit Income is 88% of its 2002 Planned
Pre-Tax Income and Geotech has achieved its planned  return on  investment.  CXT
Building's  Operating Unit Income is both $1M above and 200% of its 2002 Planned
Pre-Tax Income and CXT Buildings has satisfied all  requirements  under 3.5B(b).
The sum of Adjusted  Operating  Unit  Target  Awards for all  Participants  with
respect  to  Geotech  is  $100,000,  for all  Participants  with  respect to CXT
Buildings is $200,000 and for all  Participants  within all  Operating  Units is
$800,000.  Disregarding  the  requirement  that awards may not exceed 30% of the
Operating  Unit  Income  for  the  applicable  Operating  Unit,  Manager  Jones'
Individual Incentive Award would be calculated as follows:

     (a)      Operating Unit Performance Percentage

                  For CXT Buildings:

                  100% + 25%       =     125%
                  b(i) +  b(ii)

                  For Geotech

                    20%   +   25%    =   45%
                   b(i)   +   b(ii)


     (b)      Determine Jones' Adjusted Operating Unit Target Awards

                  For CXT Buildings:

                  ($50,000 X 50%) X 125% = $31,250

                  For Geotech:

                  ($50,000 X 50%) X 45% = $11,250
<PAGE>

     (c)      Determine Jones' Individual Incentive Award

              For CXT Buildings:

              $31,250  X    $436,071       =     $17,034
              -------
              $800,000     (Product Pool)

              For Geotech:

              $11,250  X    $436,071       =      $6,132
              -------
             $800,000

             Total Individual Incentive Award  $23,166 (excluding General Pool)
                                                                    Award

EXAMPLE 3:

     Same facts as Example 2, except that CXT  Building's  Operating Unit Income
is $300,000 and the sum of CXT Building's  Individual Incentive Awards would be,
but for the limits in 3.5B(c), $100,646.

          (a) Determine Maximum  Individual  Incentive Awards for CXT Building's
          Participants

                           30% X $300,000 = $90,000

          (b) Determine Manager Jones' Share

Jones' Adjusted Operating Unit Target Award     X        Maximum Aggregate
-------------------------------------------
Sum of All CXT Building Adjusted Operating        CXT Building Incentive Awards
Unit Target Awards

                           $31,250  X   $90,000 = $14,062
                           -------
                          $200,000


         (c)      Determine Amount Available for Discretionary Payments

                           ($100,646 - $90,000) = $10,646

     (d) Notwithstanding  any provision herein to the contrary,  a Participant's
Individual  Incentive  Award  from the  Product  Pool may not  exceed  twice the
applicable  Performance Percentage for each Performance Percentage earned by the
Participant's  applicable  Operating  Unit  under each of  3(B)(b)(i),  and (ii)
multiplied by the Participant's  applicable Operating Unit Target Award. Amounts
not payable  because of this  limitation  shall be available  for  discretionary
payments under Section 3.3.
<PAGE>

IV.      STOCK IN LIEU OF CASH FOR EXECUTIVE OFFICERS

     Notwithstanding  any  other  provision  of  this  Plan,  the  Corporation's
executive officers, as determined by the Committee,  shall receive shares of the
Corporation's   Common  Stock  ("Stock"),   subject  to  such   restrictions  on
transferability  as the  Corporation's  legal  counsel  may  deem  necessary  or
appropriate  (such  restrictions  shall  provide  for no  less  than a  two-year
restriction on the voluntary  transfer of such stock),  in lieu of cash equal to
25%  of the  Individual  Incentive  Awards  (without  taking  into  account  any
discretionary  payments  under  Section 3.3) that would  otherwise be payable to
such officers under the Plan. In the event such  restriction on  transferability
should  be  violated,  all  proceeds  derived  from  such  transaction  shall be
forfeited  to the  Company.  Such  stock  shall be  forfeited  and revert to the
Company in the event the Participant's  employment with the Company should cease
within two (2) years after the date of grant,  unless such  forfeiture is waived
by the Committee or said termination is attributable to the Participant's death,
permanent  disability,  retirement  with  the  consent  of the  Company's  Chief
Executive Officer or in the event of a "Change of Control".  The amount of stock
to be granted to an executive  officer shall be calculated  by: (a) dividing the
average  closing price of the stock for the ten business days preceding the date
cash  distributions  are  made  under  the Plan  into a sum  equal to 25% of the
Individual  Incentive  Award  that,  but for this  Article  IV,  would have been
payable to such executive officer; and (b) multiplying the resulting quotient by
115% with fractional share interest being rounded to the nearest number of whole
shares. Stock shall be deemed distributed to the executive officers on the first
day of the calendar month following the date cash  distributions  are made or as
soon thereafter as is practicable  but the  corporation  shall retain custody of
such shares until the  Participant's  risk of forfeiture  has ended.  Cash which
would have been  payable to executive  officers,  but for this Article IV, shall
not be distributed and shall remain the property of the Corporation.

     "Change of Control" shall mean: (i) any person or group of persons (as used
in Sections 13 and 14 of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), and the rules and regulations thereunder) shall have become the
beneficial  owner  (as  defined  in Rules  13d-3 and  13d-5  promulgated  by the
Securities and Exchange Commission (the "SEC") under the Exchange Act) of 20% or
more of the combined  voting power of all the outstanding  voting  securities of
the  Corporation  or,  (ii) at any time  following  any  merger,  consolidation,
acquisition,  sale of assets or other  corporate  restructuring  of Corporation,
during any  period of six  consecutive  calendar  months,  individuals  who were
directors  of the  Corporation  on the first day of such period,  together  with
individuals  elected as directors by not less than two-thirds of the individuals
who were  directors of the  Corporation  on the first day of such period,  shall
cease to  constitute  a majority of the members of the board of directors of the
Corporation.
<PAGE>

V.       ELIGIBILITY

     Unless changed or amended by the  Committee,  an employee shall be deemed a
Participant in the Plan only if all of the following requirements are satisfied:

     A.   A Participant must be a salaried employee of the Corporation,  at a
          grade level set forth in Section 3.2 or as otherwise approved by L. B.
          Foster Company's Chairman of the Board or Chief Executive Officer, for
          at least six (6) months of the entire fiscal year,  unless deceased or
          retired.

     B.   A Participant  may not have: (i) been  terminated  for cause;  (ii)
          voluntarily  have  resigned  (other  than due to  retirement  with the
          Company's  consent) prior to the date Individual  Incentive Awards are
          paid;  or (iii),  unless the  Corporation  agrees in writing  that the
          employee shall remain a Participant in this Plan,  been terminated for
          any reason  whatsoever and have received money from the Corporation in
          connection with said termination.

     C.   A  Participant's  services  may not  primarily  be  provided to the
          Natmaya,  Inc., Fosmart, Inc. or Fexco, Ltd. unless otherwise approved
          by the Chief Executive Officer.

     D.   A  Participant  may not,  unless  agreed to in writing by the Chief
          Executive  Officer,  be a  participant  in any  other  incentive  plan
          maintained  by the  Corporation,  other than the  Corporation's  stock
          option plans.

               Notwithstanding the foregoing, Brian N. Southon, George H. Nelson
          and Franklin B. Davis shall not be Participants in the Plan.

               As used herein,  "cause" to terminate employment shall exist upon
          (i) the  failure of an employee  to  substantially  perform his duties
          with the Corporation; (ii) the engaging by an employee in any criminal
          act or in other  conduct  injurious to the  Corporation;  or (iii) the
          failure of an  employee  to follow the  reasonable  directives  of the
          employee's superior(s).

VI.      REALLOCATIONS

               Any  portion  of the  Fund  not  otherwise  distributed  shall be
          available for discretionary payments under Section 3.3.

<PAGE>

VII.     PAYMENT OF AWARDS

               Payment of Individual  Incentive Awards will be made on or before
          March 15, 2003,  except that the timing of the  distribution  of stock
          pursuant to Article IV shall be governed by Article IV.

VIII.    ADMINISTRATION AND INTERPRETATION OF THE PLAN

               The  Chief  Executive  Officer,  if  there  is a  dispute,  shall
          determine the Operating  Unit(s) that will receive credit for any sale
          and/or how credit for any sale is to be allocated  among any Operating
          Units.  The Chief Executive  Officer's  decisions are subject to final
          review by the Committee if the Committee requests such review.

               A determination  by the Committee in carrying out,  administering
          or interpreting  this Plan shall be final and binding for all purposes
          and upon all  interested  persons  and  their  heirs,  successors  and
          personal representatives.

               The Committee may, from time to time,  amend the Plan;  provided,
          however,  that the Committee  may not amend,  terminate or suspend the
          Plan so as to reduce the Base Fund payable under the Plan,  subject to
          any reversions permitted under Section 3.3.

               The  Chief  Executive  Officer  may  delegate  any of his  duties
          herein.

               The Corporation's  independent public accountants will review and
          verify the Corporation's  determination of Pre-Incentive  Income.  The
          Corporation's  Internal  Audit  Department  will review and verify the
          calculation of Individual Incentive Awards.

               Employees  are  expected  to  act in the  best  interests  of the
          Company and in  accordance  with  Company  policies.  Any actions that
          conflict with these expectations may result in disciplinary action, up
          to and including termination.



</TEXT>
</DOCUMENT>
