Exhibit 10 (B)
Management Incentive Plans

For many years the Company has established annual incentive plans for
its executive officers and other key employees.  These plans provide for
the payment to the eligible employees of additional cash compensation
based on Company, divisional or individual performance as measured
against criteria established at the beginning of the year.  The
executive officers of the Company were eligible for incentive
compensation payments under the "1995 Executive Incentive Plan" which
provided for payments based on earnings per share and the achievement of
certain financial and other business-related objectives at the beginning
of the year.