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                                                                    EXHIBIT 10.9



                           AIM MANAGEMENT GROUP INC.
                           MANAGEMENT INCENTIVE PLAN
                                   MARCH 1996

OBJECTIVES

AIM Management Group Inc.'s (the "Company") Management Incentive Plan (the
"MIP") has four primary objectives:

         *       Provide incentive to increase AIM's profitability

         *       Reward key employees for strong Company performance,
                 emphasizing team work among and within departments

         *       Recognize outstanding performance at the department and
                 individual level

         *       Provide incentive opportunities which could position cash
                 compensation at or above competitive levels in reasonably good
                 years and well above competitive levels in very good years

ELIGIBILITY

Individuals are selected to participate in the MIP based on recommendations by
senior management which are approved by the Compensation Committee of the Board
of Directors (the "Compensation Committee").  The selection process is based on
each individual's position within the organization and the incumbent's ability
to impact AIM's performance.

AWARD OPPORTUNITIES

Determination of individual awards are based on a target award concept.  At the
beginning of each year, senior management recommends, and the Compensation
Committee approves, target awards for each participant in the MIP.

Target awards are determined for each position based on competitive
compensation practices for comparable positions at similar organizations.  It
is intended that target awards will be paid for achieving "target" performance,
and that awards will be higher or lower than target depending on actual
performance in the following categories:

         *       Overall AIM performance
         *       Department performance
         *       Individual performance

Actual awards for all participants will vary from target based on some
combination of these three factors, although the amount of the target award
which is dependent on each of these factors will differ depending on the
participant's department:



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                    PERCENT OF TARGET AWARD BASED ON AIM AND
                       DEPARTMENT/INDIVIDUAL PERFORMANCE

<TABLE>
<CAPTION>
                                                                  Dept. & Individual
             Department                AIM Performance                Performance
             ----------                ---------------                -----------
             <S>                            <C>                          <C>
             Investments &                   25%                          75%
             Fund Services                                                   
                                                        
             All other                       50%                          50%
             departments                                
</TABLE>                      


Within the first quarter of the year, each participant will receive a letter
informing him/her of his/her target award for that year.  In addition, this
letter will include a description of how the individual's actual award is
determined, including the weightings of the performance categories (AIM,
department and individual) and the performance goals that have been set for the
participant in terms of department and/or individual performance.

DETERMINATION OF ACTUAL AWARDS

Overview

Individual awards are determined using a two-step process:

         *       An MIP pool is determined based on AIM's cash flow for the
                 current and prior years

         *       The MIP pool is then allocated to participants by adjusting
                 target awards up or down based on Corporate, department and
                 individual performance

Determination of the MIP Pool

The MIP pool is calculated based on a percentage of AIM's weighted average
adjusted cash flow for the current and prior year:

         *       Adjusted cash flow equals cash flow minus a capital charge,
                 where

                 -        Cash flow = pre tax pre-bonus income before
                          depreciation and amortization

                 -        Capital charge = 8% of the quarterly average
                          shareholder's equity

         *       The adjusted cash flow is weighted as follows:

                 -        Current year             2/3
                 -        Prior year               1/3





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         *       The MIP pool is calculated as follows:

                 25% of the weighted average adjusted cash flow less than $50
                 million, plus 20% of the weighted average adjusted cash flow
                 greater than $50 million
                 
The Compensation Committee retains the right to adjust the MIP pool up or down
by 10% of the calculated amount, considering non-financial accomplishments,
competitive conditions and other items.

The Executive Committee will communicate AIM's performance versus the cash flow
goals on an ongoing basis during the year.

Allocation of the MIP Pool

Once the MIP pool is calculated, it is allocated to participants based on a
combination of Corporate, department and individual performance.  Individual
target awards are adjusted based on these three factors as follows:

         *       Overall AIM performance

                 This component of the target award is adjusted up or down
                 based on the percent by which the actual weighted average cash
                 flow is above or below the target weighted average cash flow
                 for the year.  The minimum amount for this component of the
                 award is $0 and there is no maximum limit.

         *       Department and individual performance

                 At the beginning of the year, a target pool will be set for
                 each department equal to the sum of the target bonuses for the
                 MIP participants in that department.

                 At the end of the year, the Executive Committee will determine
                 the performance rating for each department based on criteria
                 outlined at the beginning of the year.  The aggregate target
                 bonus allocation for each department will then be adjusted up
                 to a maximum of 150% of target and down to $0 based on this
                 performance rating.

                 Once the actual department pools have been determined, each
                 participant's supervisor will determine the individual
                 performance rating for each participant, based on the
                 individual's performance against the goals established at the
                 start of the year, and allocate the department pool
                 accordingly.

Final awards to individuals will equal the sum of the award based on AIM
performance and the award based on department and individual performance.  An
example of the method for calculating awards is included in Exhibit 1.





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If the aggregate amount of the individual awards exceed the amount of the MIP
pool available for awards, the individual awards will be reduced pro rata or in
such other manner as deemed appropriate by the Compensation Committee so as to
eliminate such excess.  If the aggregate amount of the individual awards is
less than the amount of the MIP pool available for awards, the Compensation
Committee may at its discretion increase the individual awards pro rata or in
such other manner as it deems appropriate.

PAYMENT OF AWARDS

Awards are paid to participants as follows:

         *       The greater of (1) 50% of actual awards or (2) $20,000 are 
                 payable immediately (i.e., within the first quarter of
                 the following year or as soon as possible after awards are
                 calculated and approved by the Compensation Committee)

         *       The remainder of actual awards are payable at the beginning 
                 of the following year (i.e., January 1997 for awards 
                 earned in 1995)

Participants must be employed by the Company at the time awards are paid in
order to be eligible to receive the award.

WITHHOLDING

The Company shall, to the extent required by law, have the right to deduct from
payment of any kind otherwise due to the recipient the amount of any federal,
state, or local taxes required by law to be withheld with respect to the amount
earned from awards paid under the MIP.

MIP ADMINISTRATION

The MIP shall be administered by the Compensation Committee.  The Compensation
Committee retains final authority to interpret the various provisions of the
MIP, and to amend the MIP to include any rules and regulations necessary to
administer the MIP.  All questions of interpretation, administration, and
application of the MIP shall be determined by a majority of the Compensation
Committee.  Areas of authority include:

         *       Approval of participants
         *       Size of overall MIP pool
         *       Size of target awards

EFFECTIVE DATE AND TERM OF THE MIP

The MIP becomes effective for the 1996 fiscal year.  The MIP shall remain in
effect unless revoked by the Compensation Committee.





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                                                                      EXHIBIT 1


<TABLE>
<CAPTION>
                                             ILLUSTRATIONS OF INDIVIDUAL AWARD DETERMINATION
------------------------------------------------------------------------------------------------------------------------------------

                     INVESTMENT EXECUTIVE                                                   STAFF DEPARTMENT EXECUTIVE        
      ------------------------------------------------                                 -------------------------------------
                    Target Award = $75,000                                                    Target Award = $75,000

                 DEPT/IND PERFORMANCE                 AIM PERFORMANCE           DEPT/IND PERFORMANCE         AIM PERFORMANCE
                         (75%)                             (25%)                       (50%)                     (50%)   
                 -------------------                  ----------------          --------------------         ---------------


       Investment               Individual
      Results (1)             Performance (1)
        (37.5%)                  (37.5%)

Performance    Payout       Level        Payout                                 Level            Payout
-----------    ------       -----        ------                                 -----            ------
<S>            <C>        <C>            <C>          <C>                     <C>                <C>
Maximum        $42,188     Maximum       $42,188                               Maximum           $56,250        
                                                                       
Target         $28,125     Target        $28,125      Target    $18,750        Target            $37,500      Target    $37,500
                                                                       
Threshold      $14,063    Threshold      $14,063                              Threshold          $18,750
                                                                       
Below          Discre-      Below        Discre-                                Below            Discre-
               tionary                   tionary                                                 tionary
                                                                       
                                                          Will vary up or down                                 Will vary up or down
                                                          directly based upon                                  directly based upon
                                                          AIM results                                          AIM results 
                                                                                    

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                                                     Interpolation used between points
------------------------------------------------------------------------------------------------------------------------------------
(1) Assumes that investment results and individual performance components are weighted equally

</TABLE>





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