EXHIBIT 10.10a


Under the   Company's 1994  Officers  Variable Pay  Plan,  the President  of
the Company, with the   approval of  the  Human Resources Committee  of  the
Board  of  Directors,    annually    designates  the    officers   who  will
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  officer'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 the  final approval  by the Human
Resources  Committee of  the  Board of    Directors,   the  President   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 officers, if
any.