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