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     1997 Performance Incentive Plan



     PURPOSE

     The 1997 PERFORMANCE INCENTIVE PLAN is an incentive
     plan designed to recognize and reward eligible
     employees by sharing in the financial achievements of
     the Company.  The program forges a stronger link
     between pay and Company performance and sharpens the
     Company's focus on business goals.  It provides a
     chance for all salaried employees to share in the added
     value they create by superior group effort.  The Plan
     Year for measuring financial and operational results is
     calendar year 1997.


     PARTICIPATION

     Employees are eligible to participate in the 1997
     PERFORMANCE INCENTIVE PLAN if they meet all of the
     following criteria:

     1. They are a regular full-time or part-time salaried
     employee in an eligible position for 90 days prior to
     December 31, 1997.

     2. They receive at least a ``
                                 Proficient'' performance
     appraisal rating.

     Full Award

     In addition to employees who participate in the Plan
     for a full Plan Year, certain employees who meet any of
     the following criteria, will not receive a reduction in
     award, provided they have no other deductible time.

     1. Employees who receive Accident and Sickness Benefits
     for less than 90 days during the Plan Year.

     2. Employees promoted to or hired into an eligible
     position before April 1, 1997.

     3. Employees called to active military duty during the
     Plan Year.
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     Prorated Awards

     The 1997 PERFORMANCE INCENTIVE PLAN award may be
     prorated for certain employees who first meet the basic
     eligibility requirements above.  Awards are prorated
     for:

     1. Employees who retire during the Plan Year.

     2. Employees who die during the Plan Year.

     3. Employees who leave the Company due to long-term
     disability prior to December 31, 1997.

     4. Employees who receive Accident and Sickness benefits
     for more than 90 days or who are on paid or unpaid
     leave of absence for any other reason for more than 90
     days during the Plan Year.

     5. Part time employees.  Awards are calculated on
     scheduled hours.

     Ineligibility

     The 1997 PERFORMANCE INCENTIVE PLAN is not available
     to:

     1. Employees whose employment is terminated during the
     Plan Year for any reason other than retirement, death
     or disability.

     2. Employees on disciplinary probation for any portion
     of the Plan year.

     3. Employees must be in an active status on the date
     incentive payments are made to receive a payment.

     Plan Award Description

     The 1997 PERFORMANCE INCENTIVE PLAN provides
     participants with annual incentive pay based upon the
     attainment of specific Corporate financial performance
     measures.  No incentive is earned for performance below
     threshold. Awards are dependent upon the achieved level
     of Corporate performance against its financial
     objectives, and each employees' individual award
     opportunity percentage. The award opportunity
     percentage that applies is based on an employees'
     permanent position and is expressed as a percentage of
      annualized base salary.  Employees who hold more than
     one eligible position during  the year, you will be
     entitled to an award based on the eligible position
     they hold for at least seven months.

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     Key Elements
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     1. There are two levels of participation within the
     Plan:  Corporate and Business Unit.

     2. Awards for participants of the Plan at the Business
     Unit level will be determined 30% by Corporate results
     and 70% by Business Unit results as measured by each
     applicable scorecard.  No bonus pool is created at the
     Corporate or Business Unit level until the Corporate
     Threshold target is met.

     3. In view of the practical difficulties involved in
     setting and monitoring performance measures for
     Corporate support staffs, including Shared Services,
     which are uniform and equitable, Corporate performance
     measures will be used as the sole determinant of award
     allocations to those groups.

     4. Interpolation will be used to determine actual
     awards when performance on any objective falls between
     Threshold, Target and Maximum levels.


     Inclusion of Overtime Pay

     Award payments will be used in determining an eligible
     employee's equivalent overtime rate of pay for overtime
     hours worked during the Plan Year.  Such incremental
     overtime payment will be paid as soon as practical
     after the incentive award payment and is subject to
     appropriate tax withholding.


     Effect On Benefits

     Award payments will be included in the calculation of
     pension accruals under the Pension Plan.  Award
     payments are not eligible for contribution to the
     Savings Plan nor will they be included in the
     calculation of insurance benefits or payments under any
     other benefit plan.


     Tax Treatment of Incentive  Payments

     All incentive earnings are considered taxable income in
     the year in which they are paid.  Appropriate federal,
     state and local taxes will be withheld at the rates in
     effect at the time of payment.

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     Approvals

     1. Corporate performance measures, targets and award
     levels for all officers are subject to approval by the
     Executive Compensation and Bonus Committee of the Board
     of Directors.

     2. The Chief Executive Officer approves Business Unit
     performance measures and targets.
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     Adjustments

     To avoid distortion in the operation of the Plan and to
     assure the incentive features of the Plan, the Company
     reserves the right to adjust the level of payment to
     compensate for or reflect in any extraordinary changes
     which may have occurred during the Plan Year which
     significantly alter the basis upon which performance
     levels were determined.


     Administration, Amendments and Termination

     1. The Company has the full power to administer and
     interpret the Plan and to establish rules for its
     operation.  The Company may also modify, amend or
     terminate the Plan at any time without prior notice.

     2. Nothing contained in this Plan or in any other
     documents relating to the Plan is intended to confer
     any right to continue in the employ of the Company or
     to constitute a contract or in any way limit the right
     of the Company to change an individual's compensation
     or to terminate the employment of any person with or
     without cause.