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                                                                    EXHIBIT 10E





                           Management Incentive Plan




         The Company maintains an annual Management Incentive Plan in which the
Company's senior executive officers participate. Pursuant to this Plan, cash
awards are made annually based on the level of achievement of pre-determined
financial performance targets established by the Chief Executive Officer and
the Compensation Committee of the Board of Directors.  Each participant's award
is segmented to reflect that individual's responsibilities, with weighting on
corporate or regional results accordingly. A maximum target award fund is
established yearly.  Maximum awards, if achieved, are designed to place
individual participants at a specified percentile in the market for their
respective positions as determined by the Compensation Committee.  The awards
for the five most highly compensated executive officers are subject to
determination by the Compensation Committee, with the balance of the awards
determined upon recommendation by the CEO and review by the Compensation
Committee.