EXHIBIT 10.9a


Under the Company's  1994   Key Employees Variable  Pay Plan,  the President
of the Company, with the approval  of the  Human Resources Committee  of the
Board  of  Directors,  annually designates  employees  to participate in the
program,  establishes  their participation   level and  establishes  certain
financial and operational   goals for  the Company  which  must be satisfied
in order for   variable pay awards to be made.  The  impact, if any, of each
employee's performance on his or her variable pay award is determined by the
President  of  the  Company,  with  the  approval  of  the  Human  Resources
Committee.   Subject to final approval by  the Human Resources Committee  of
the Board  of Directors, the  President of the   Company also  determines at
year-end the degree to which those goals have been satisfied and  the amount
of variable  pay to be awarded to participating employees, if any.