Exhibit 10
    



                  DESCRIPTION OF SELECT RETIREMENT PLAN
                  -------------------------------------


     On June 9, 1994, the Board of Directors established a Select
Retirement Plan as part of an overall voluntary attrition program
for certain U.S. supplemental compensation roll and above
employees selected by the Company to participate.  The Plan
provides a benefit as if three years of age and three years of
contributory service were added to the otherwise eligible
employee's attained age and service for retirement plan purposes,
provided that the employee's monthly benefits under any
applicable retirement plans improve by at least 15%.  To
participate in the plan, an employee must be selected by
management and generally must be at least age 55 and have ten or
more years of credited service under the Company's retirement
plans.  It is expected that substantially all voluntary retirements
under the plan will occur no later than December 31, 1994.




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