Exhibit 10(p)




        Executive Compensation Incentive Award Program


	The Company's Executive Compensation Incentive Award 
Program is designed to promote the success of the Company by 
providing a method whereby officers and key employees of the 
Company and its subsidiaries 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, operational and strategic goals 
established annually by the Compensation and Corporate 
Governance Committee of the Company's Board of Directors, as 
well as individual goals for officers who are not members of 
the Company's Corporate Leadership Council (CLC).  A long-term 
incentive plan grants restricted Company stock to eligible 
employees based on the achievement of other goals established 
by the Committee.
	Awards under the program are made by the Committee of 
the Board of Directors, except that cash awards are made by CLC 
in the case of non-CLC members.