EXHIBIT 10.7 - INCENTIVE COMPENSATION PLAN

The Company's Incentive Compensation Plan, as it applies to executive
officers, provides that an amount equal to 4% of earnings before income taxes
in excess of a 10% return on the Company's net worth plus 4% of earnings
before income taxes in excess of a 20% return on the Company's net worth is
available to the Management Development and Compensation Committee to make
incentive compensation payments.  The distributable amount may be modified by
the Committee in circumstances it views as appropriate (e.g., when the Company
incurs an unusual gain or loss).  Using both financial and nonfinancial
criteria to measure performance, the Committee determines the amount to be
awarded to the Chief Executive Officer and, based on his recommendations and
their evaluation, to each other executive officer.








































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