EXHIBIT 10.4
 
                                 CONFIDENTIAL
                                 ------------
                                        
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E0 AND 64E1


A.   Eligibility
     -----------

     This policy shall be applicable to the executives in salary grades 64E0 and
     64E1.

B.   Effective Date
     --------------

     This policy first became effective January 1, 1987. The provisions herein
     reflect all modifications made through January 1, 1997, the effective date
     of this current policy.

C.   Definitions
     -----------

     Financial counseling service as used in this statement means professional
     (financial, legal and tax) counseling in the broad area of estate building
     and estate conservation including, but not necessarily limited to:

     o    Effective utilization of Company benefit programs;
     o    Individual capital building methods and tools;
     o    Income tax planning guideposts and tax shelters;
     o    Estate conservation and insurance planning;
     o    Preparation of personal wills and trust agreements;
     o    Cash flow, commercial banking, leverage and liquidity analysis, and
     o    Problem analysis and financial trade-offs.

     Individual income tax service as used in this statement is specifically
     limited to professional assistance in the preparation of the executive's
     individual federal, state and/or local income tax returns and support of
     such return upon audit.

D.   Covered Services and Allowances
     -------------------------------

     1.   The Company will provide the following to eligible executives upon
          request to the   Manager, Executive Relations:

          a.   Information regarding the kinds of financial counseling services
               provided by nationally known organizations.

          b.   Information regarding nationally known organizations which
               provide professional assistance in the preparation of individual
               income tax returns.

          c.   Information regarding the executive's Company benefits for use by
               the selected counseling organization, including a statement of
               the extent to which the Company will reimburse the executive for
               services of financial and tax counseling organizations.

                                     Page 1

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E0 AND 64E1
                                        

     2.   The Company will reimburse eligible executives in accordance with the
          following provisions for the services of the organizations they
          select:

          a.   Reimbursement for all financial counseling and individual income
               tax service rendered during the initial calendar year of the
               executive's participation under this policy will generally not
               exceed $12,000.

          b.   Reimbursement for all financial counseling service and individual
               income tax service during the calendar year of a participating
               executive's termination will generally not exceed $12,000.

          c.   Reimbursement for follow-up financial counseling and individual
               income tax services in any calendar year other than the initial
               calendar year of participation or the calendar year immediately
               preceding the executive's termination will generally not exceed
               $8,000.

          d.   Any allowance unused in a calendar year may be carried forward to
               the next calendar year for use during that period as necessary.
               However, no more than the maximum allowance for a given year is
               subject to carry forward, i.e., $12,000 for the initial year and
               $8,000 for succeeding years.

          e.   If necessary, the allowance for the year following the current
               year may be carried back to cover expenses in the current year
               assuming the executive's expected continued eligibility.  No more
               than one year forward is available for carry back. If an
               executive has received reimbursement under the carry back
               provisions of the plan at the time of termination of employment,
               the Company may, at its discretion, request reimbursement from
               the executive for any such amount.

          f.   A one-time allowance of up to $4,000 for reimbursement of legal
               services provided in preparation/updating of personal wills and
               trusts is available.  However, if an eligible executive relocates
               to a different state, an additional allowance of up to $2,000 for
               reimbursement of legal services provided in updating personal
               wills and trusts to reflect the laws of the new state is
               available.

          g.   The first year allowance of $12,000 will also be available to
               change counseling organizations one time during the entire
               eligibility period at the executive's discretion, not including
               the provisions of f. above. This allowance would include
               individual income tax service for that year.

          h.   If an executive terminates or dies while a participant under this
               policy, an allowance of $1,550 will apply with respect to
               individual income tax returns for the last calendar year in which
               the executive was in the active service of the Company.

                                     Page 2

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E0 AND 64E1
                                        

               i.   If an executive's employment with the Company ceases other
                    than by retirement with an immediate retirement allowance,
                    death, or by agreement with the Company, reimbursement will
                    not be made for any financial counseling or income tax
                    services performed for the executive after the date
                    employment terminates.

     3.   Brokers' fees or promoters' fees are not reimbursable.

     4.   To obtain reimbursement under this policy, a participating executive
          will forward the service organization's invoices with covering
          memorandum to the Manager, Executive Relations.  The Company's check
          will be payable to the executive.  The executive is responsible for
          payment of the service organization's invoices.

     5.   Reimbursements will be grossed up in consideration of federal and
          state income taxes.

     6.   The total reimbursement made by the Company will be reported to the
          Internal Revenue Service and to other applicable tax jurisdictions as
          supplemental payment of compensation.  Each reimbursement will be
          subject to FICA and withholding at the standard federal and state tax
          rates at the time payment is made.

E.   Non-Endorsement
     ---------------

     It is the Company's policy that the decision whether or not to use
     financial counseling service and/or income tax service as well as the
     selection of organizations to render such services is an individual one.
     Therefore, representatives of the Company will not suggest whether or not
     an eligible executive should use such services, and will not encourage or
     discourage use of any particular organization by an eligible executive.

     By application for information outlined in "D" above, and by acceptance and
     receipt thereof, any eligible executive shall release and discharge the
     Company and any employee or other person who furnishes such information
     from any and all liability and responsibility for loss or damage which said
     applying executive may suffer as a consequence of receipt or use of such
     information.

F.   Administration
     --------------

     All decisions regarding this policy rest entirely with the Company and such
     decisions shall be final. The Company reserves the right to modify or
     terminate this policy at any time.

Effective:  January 1, 1997

                                     Page 3

 
                                 CONFIDENTIAL
                                 ------------
                                        
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E2 AND 64E3


A.   Eligibility
     -----------

     This policy shall be applicable to the executives in salary grades 64E2 and
     64E3.

B.   Effective Date
     --------------

     This policy first became effective January 1, 1987. The provisions herein
     reflect all modifications made through January 1, 1997, the effective date
     of this current policy.

C.   Definitions
     -----------

     Financial counseling service as used in this statement means professional
     (financial, legal and tax) counseling in the broad area of estate building
     and estate conservation including, but not necessarily limited to:

     o    Effective utilization of Company benefit programs;
     o    Individual capital building methods and tools;
     o    Income tax planning guideposts and tax shelters;
     o    Estate conservation and insurance planning;
     o    Preparation of personal wills and trust agreements;
     o    Cash flow, commercial banking, leverage and liquidity analysis, and
     o    Problem analysis and financial trade-offs.

     Individual income tax service as used in this statement is specifically
     limited to professional assistance in the preparation of the executive's
     individual federal, state and/or local income tax returns and support of
     such return upon audit.

D.   Covered Services and Allowances
     -------------------------------

     1.   The Company will provide the following to eligible executives upon
          request to the   Manager, Executive Relations:

          a.   Information regarding the kinds of financial counseling services
               provided by nationally known organizations.

          b.   Information regarding nationally known organizations which
               provide professional assistance in the preparation of individual
               income tax returns.

          c.   Information regarding the executive's Company benefits for use by
               the selected counseling organization, including a statement of
               the extent to which the Company will reimburse the executive for
               services of financial and tax counseling organizations.

                                    Page 1

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E2 AND 64E3
                                        


     2.   The Company will reimburse eligible executives in accordance with the
          following provisions for the services of the organizations they
          select:

          a.   Reimbursement for all financial counseling and individual income
               tax service rendered during the initial calendar year of the
               executive's participation under this policy will generally not
               exceed $10,600.

          b.   Reimbursement for all financial counseling service and individual
               income tax service during the calendar year of a participating
               executive's termination will generally not exceed $10,600.

          c.   Reimbursement for follow-up financial counseling and individual
               income tax services in any calendar year other than the initial
               calendar year of participation or the calendar year immediately
               preceding the executive's termination will generally not exceed
               $6,200.

          d.   Any allowance unused in a calendar year may be carried forward to
               the next calendar year for use during that period as necessary.
               However, no more than the maximum allowance for a given year is
               subject to carry forward, i.e., $10,600 for the initial year and
               $6,200 for succeeding years.

          e.   If necessary, the allowance for the year following the current
               year may be carried back to cover expenses in the current year
               assuming the executive's expected continued eligibility.  No more
               than one year forward is available for carry back.  If an
               executive has received reimbursement under the carry back
               provisions of the plan at the time of termination of employment,
               the Company may, at its discretion, request reimbursement from
               the executive for any such amount.

          f.   A one-time allowance of up to $3,000 for reimbursement of legal
               services provided in preparation/updating of personal wills and
               trusts is available. However, if an eligible executive relocates
               to a different state, an additional allowance of up to $1,500 for
               reimbursement of legal services provided in updating personal
               wills and trusts to reflect the laws of the new state is
               available.

          g.   The first year allowance of $10,600 will also be available to
               change counseling organizations one time during the entire
               eligibility period at the executive's discretion, not including
               the provisions of f. above. This allowance would include
               individual income tax service for that year.

          h.   If an executive terminates or dies while a participant under this
               policy, an allowance of $1,250 will apply with respect to
               individual income tax returns for the last calendar year in which
               the executive was in the active service of the Company.

                                    Page 2

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
             SERVICE FOR EXECUTIVES IN SALARY GRADES 64E2 AND 64E3
                                        

               i.   If an executive's employment with the Company ceases other
                    than by retirement with an immediate retirement allowance,
                    death, or by agreement with the Company, reimbursement will
                    not be made for any financial counseling or income tax
                    services performed for the executive after the date
                    employment terminates.

          3.   Brokers' fees or promoters' fees are not reimbursable.

          4.   To obtain reimbursement under this policy, a participating
               executive will forward the service organization's invoices with
               covering memorandum to the Manager, Executive Relations. The
               Company's check will be payable to the executive. The executive
               is responsible for payment of the service organization's
               invoices.

          5.   Reimbursements will be grossed up in consideration of federal
               and state income taxes.

          6.   The total reimbursement made by the Company will be reported to
               the Internal Revenue Service and to other applicable tax
               jurisdictions as supplemental payment of compensation. Each
               reimbursement will be subject to FICA and withholding at the
               standard federal and state tax rates at the time payment is made.

E.   Non-Endorsement
     ---------------

     It is the Company's policy that the decision whether or not to use
     financial counseling service and/or income tax service as well as the
     selection of organizations to render such services is an individual one.
     Therefore, representatives of the Company will not suggest whether or not
     an eligible executive should use such services, and will not encourage or
     discourage use of any particular organization by an eligible executive.

     By application for information outlined in "D" above, and by acceptance and
     receipt thereof, any eligible executive shall release and discharge the
     Company and any employee or other person who furnishes such information
     from any and all liability and responsibility for loss or damage which said
     applying executive may suffer as a consequence of receipt or use of such
     information.

F.   Administration
     --------------

     All decisions regarding this policy rest entirely with the Company and such
     decisions shall be final. The Company reserves the right to modify or
     terminate this policy at any time.

Effective:  January 1, 1997

                                    Page 3

 
                                 CONFIDENTIAL
                                 ------------

        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
                  SERVICE FOR EXECUTIVES IN SALARY GRADE 64E4



A.     Eligibility
       -----------

       This policy shall be applicable to the executives in salary grades 64E4.

B.     Effective Date
       --------------

       This policy first became effective January 1, 1987. The provisions herein
       reflect all modifications made through January 1, 1997, the effective
       date of this current policy.

C.     Definitions
       -----------

       Financial counseling service as used in this statement means professional
       (financial, legal and tax) counseling in the broad area of estate
       building and estate conservation including, but not necessarily limited
       to:

       o Effective utilization of Company benefit programs;                   
       o Individual capital building methods and tools;                       
       o Income tax planning guideposts and tax shelters;                     
       o Estate conservation and insurance planning;                          
       o Preparation of personal wills and trust agreements;                  
       o Cash flow, commercial banking, leverage and liquidity analysis, and  
       o Problem analysis and financial trade-offs.                            


       Individual income tax service as used in this statement is specifically
       limited to professional assistance in the preparation of the executive's
       individual federal, state and/or local income tax returns and support of
       such return upon audit.

D.     Covered Services and Allowances
       -------------------------------

       1.  The Company will provide the following to eligible executives upon
           request to the Manager, Executive Relations:

           a.  Information regarding the kinds of financial counseling services
               provided by nationally known organizations.

           b.  Information regarding nationally known organizations which
               provide professional assistance in the preparation of individual
               income tax returns.

           c.  Information regarding the executive's Company benefits for use by
               the selected counseling organization, including a statement of
               the extent to which the Company will reimburse the executive for
               services of financial and tax counseling organizations.

                                    Page 1

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
                  SERVICE FOR EXECUTIVES IN SALARY GRADE 64E4


       2.  The Company will reimburse eligible executives in accordance with the
           following provisions for the services of the organizations they
           select:

           a.  Reimbursement for all financial counseling and individual income
               tax service rendered during the initial calendar year of the
               executive's participation under this policy will generally not
               exceed $5,800.

           b.  Reimbursement for all financial counseling service and individual
               income tax service during the calendar year of a participating
               executive's termination will generally not exceed $5,800.

           c.  Reimbursement for follow-up financial counseling and individual
               income tax services in any calendar year other than the initial
               calendar year of participation or the calendar year immediately
               preceding the executive's termination will generally not exceed
               $4,200.

           d.  Any allowance unused in a calendar year may be carried forward to
               the next calendar year for use during that period as necessary.
               However, no more than the maximum allowance for a given year is
               subject to carry forward, i.e., $5,800 for the initial year and
               $4,200 for succeeding years.

           e.  If necessary, the allowance for the year following the current
               year may be carried back to cover expenses in the current year
               assuming the executive's expected continued eligibility. No more
               than one year forward is available for carry back. If an
               executive has received reimbursement under the carry back
               provisions of the plan at the time of termination of employment,
               the Company may, at its discretion, request reimbursement from
               the executive for any such amount.

           f.  A one-time allowance of up to $3,000 for reimbursement of legal
               services provided in preparation/updating of personal wills and
               trusts is available. However, if an eligible executive relocates
               to a different state, an additional allowance of up to $1,500 for
               reimbursement of legal services provided in updating personal
               wills and trusts to reflect the laws of the new state is
               available.

           g.  The first year allowance of $5,800 will also be available to
               change counseling organizations one time during the entire
               eligibility period at the executive's discretion, not including
               the provisions of f. above. This allowance would include
               individual income tax service for that year.

           h.  If an executive terminates or dies while a participant under this
               policy, an allowance of $950 will apply with respect to
               individual income tax returns for the last calendar year in which
               the executive was in the active service of the Company.

                                    Page 2

 
        COMPANY POLICY ON FINANCIAL COUNSELING & INDIVIDUAL INCOME TAX
                  SERVICE FOR EXECUTIVES IN SALARY GRADE 64E4



           i.  If an executive's employment with the Company ceases other than
               by retirement with an immediate retirement allowance, death, or
               by agreement with the Company, reimbursement will not be made for
               any financial counseling or income tax services performed for the
               executive after the date employment terminates.

       3.  Brokers' fees or promoters' fees are not reimbursable.

       4.  To obtain reimbursement under this policy, a participating executive
           will forward the service organization's invoices with covering
           memorandum to the Manager, Executive Relations. The Company's check
           will be payable to the executive. The executive is responsible for
           payment of the service organization's invoices.

       5.  Reimbursements will be grossed up in consideration of federal and
           state income taxes.

       6.  The total reimbursement made by the Company will be reported to the
           Internal Revenue Service and to other applicable tax jurisdictions as
           supplemental payment of compensation. Each reimbursement will be
           subject to FICA and withholding at the standard federal and state tax
           rates at the time payment is made.

E.     Non-Endorsement
       ---------------

       It is the Company's policy that the decision whether or not to use
       financial counseling service and/or income tax service as well as the
       selection of organizations to render such services is an individual one.
       Therefore, representatives of the Company will not suggest whether or not
       an eligible executive should use such services, and will not encourage or
       discourage use of any particular organization by an eligible executive.

       By application for information outlined in "D" above, and by acceptance
       and receipt thereof, any eligible executive shall release and discharge
       the Company and any employee or other person who furnishes such
       information from any and all liability and responsibility for loss or
       damage which said applying executive may suffer as a consequence of
       receipt or use of such information.

F.     Administration
       --------------

       All decisions regarding this policy rest entirely with the Company and
       such decisions shall be final. The Company reserves the right to modify
       or terminate this policy at any time.

Effective: January 1, 1997

                                    Page 3