EXHIBIT 10.3

           DESCRIPTION OF BONUS ARRANGEMENT FOR JEAN-PIERRE LEMONNIER




The incentive bonus paid to Jean-Pierre Lemonnier for each full calendar year
included within the term of his employment is currently determined under a
"balanced scorecard" approach, described as follows:

(1)           Eligibility for the bonus each year will be based on certain
              performance indicators for the Consolidated France operations.
              These indicators could include (i) Adjusted Operating Profit, (ii)
              efficiency improvement, as measured by certain expense ratios,
              (iii) the Company's earnings per share, and (iv) other components.
              The bonus will be based on performance as compared to
              pre-established performance goals for each component. The specific
              components, as well as the respective weighting and the
              performance goals for each component, will be determined in the
              sole discretion of the Chief Executive Officer no later than
              January 31 of the relevant year.

(2)           The total bonus will equal the sum of the bonus amounts determined
              for each component. The bonus amount for each component will equal
              the amount described in (3), below, multiplied by the weighting
              factor described in (1), above.

(3)           For each component, goals will be pre-established for threshold,
              target, and outstanding performance which, if achieved, will
              result in a bonus amount for that component as follows:

                          Goal Achievement            Bonus Amount

                          Threshold                   0.25 times base salary
                          Target                      0.50 times base salary
                          Outstanding                 1.00 times base salary

              For performance below threshold, the bonus amount will equal zero.
              For performance between threshold and target, or between target
              and outstanding, the bonus amount will equal the interpolated
              amount between the bonus amounts for threshold and target
              performance, or between target and outstanding performance, as the
              case may be. For performance above outstanding, the bonus amount
              will be capped at the outstanding bonus amount. In addition to the
              above, an additional bonus can be earned through a bonus
              multiplier. The multiplier will range from 1 times to 1.2 times
              based upon the achievement of increased net operating profit
              percentage.

(4)           "Adjusted Operating Profit" means operating profit minus a cost of
              capital, as defined by the Company.





August 13, 2002