Exhibit 10h
                          November 10, 1988

    Non-employee directors are paid quarterly in arrears, to the
    extent applicable, the following fees:  (a) annual retainer
    of $24,000; (b) committee chairman $2,500 annually; (c) Board
    of Directors per meeting fee of $750 if attended in person
    and $250 if attended by telephone; (d) committee meeting not
    held in conjunction with Board of Directors meeting (within
    24 hours) $500 if attended in person and $250 if attended by
    telephone.  No additional fee would be paid for written
    consents in lieu of a meeting.