KEY MANAGEMENT INCENTIVE COMPENSATION PLAN

                                SUMMARY



      The Company has a Key Management Incentive Compensation Plan (the
"Plan") which was implemented to provide additional incentive to the
participants to achieve Company objectives.  The Plan is administered under
the direction of the Compensation Committee of the Board of Directors.


      For participants at profit centers, awards are based on a combination of
(I) profit center achievement of budgeted operating income objectives;
(II) corporate performance as measured by after-tax returns on adjusted
average equity ("ROAAE") and earnings before interest and taxes ("EBIT")
returns on adjusted net assets ("ROANA"); and (III) individual performance.
For participants on the Corporate staff, awards are based on corporate
performance (as defined above in item (II)), except that a 10% discretionary
portion is based on individual performance.


      Minimum ROAAE and ROANA levels must be achieved before any part of the
corporate portion of awards is payable.  As the Company's performance improves
beyond the established minimums, the size of the participant's bonus
increases. Total bonuses to all plan participants may not exceed 4% of EBIT.