Executive Compensation Incentive Award Program


	Effective for calendar year 1995, the Company has 
established a new Executive Compensation Incentive Award 
Program.  The program is designed to promote the success of 
the Company by providing a method whereby executive officers 
may be awarded additional remuneration based on specific 
Company objectives and the Company's overall return on 
equity.  The program has two separate components.  A short-
term incentive plan makes cash awards to eligible employees 
based on the achievement of independent financial, opera-
tional and strategic goals established annually by the 
Company's Board of Directors, as well as individual goals for 
executive officers who are not members of the Company's 
Corporate Management Committee (CMC).  A long-term incentive 
plan grants restricted Company stock to eligible employees 
based on the achievement of other goals established by the 
Board.
	Awards under the program are made by the Management 
Development and Compensation Committee of the Board of 
Directors, except that cash awards are made by CMC in the 
case of non-CMC members.