EXHIBIT 10.43

                    Special Award Program
                           1-17-97
                              

- - - Due to actions resulting from the portfolio review
  process, special awards to certain executives or "key
  employees" may be recommended for exceptional performance in
  successfully completing the disposition of a business unit.
  
  
- - - Awards:     amount is discretionary based on situation

              can be based on the value of the proceeds
              achieved from the sale of the business unit

              no individual award to exceed $100,000

              aggregate cap on all awards is $2,000,000


- - - Payment:    generally paid in a lump sum
  
              timing could be immediate or upon closing of
              the sale


- - - Approval:   all recommendations must be approved by
              the Office of the Chief Executive
  
  
- - - Special awards would not be considered for purposes of
  any pension or benefit plan