Exhibit  10f
                        Annual  Incentive  Plan
                        The  Dial  Corporation
                         November  21,  1996













                        Approved  Plan  Document





 
Contents
                                                                          Page
Article  1.  Establishment  and  Purpose                                    1

Article  2.  Definitions                                                    1

Article  3.  Administration                                                 4

Article  4.  Eligibility  and  Participation                                5

Article  5.  Award  Determination                                           6

Article  6.  Payment  of  Final  Awards                                     7

Article  7.  Termination  of  Employment                                    8

Article  8.  Covered  Employees                                             8

Article  9.  Rights  of  Participants                                      10

Article  10.  Beneficiary  Designation                                     11

Article  11.  Change  in  Control                                          11

Article  12.  Amendments                                                   11

Article  13.  Miscellaneous                                                12


The  Dial  Corporation
Annual  Incentive  Plan
Article  1.  Establishment  and  Purpose
     1.1          ESTABLISHMENT  OF THE PLAN. The Dial Corporation, a Delaware
corporation  (the  "Company"),  hereby  establishes  an  annual  incentive
compensation  plan to be known as "The Dial Corporation Annual Incentive Plan"
(the  "Plan"), as set forth in this document. The Plan permits the awarding of
annual  bonuses  to  Employees  of  the  Company,  based on the achievement of
preestablished  performance  goals.
     Upon  approval  by  the Board of Directors of the Company, the Plan shall
become effective as of January 1, 1997 (the "Effective Date") and shall remain
in  effect  until December 31, 2006, or until earlier terminated by the Board.
     1.2        PURPOSE. The primary purposes of the Plan are to: (a) motivate
participants  toward  achieving  annual  goals  that  are  within group and/or
individual  control,  and  are  considered  key  to the Company's success; (b)
encourage  teamwork among Participants in various segments of the Company; and
(c) reward performance with pay that varies in relation to the extent to which
the  preestablished  goals  are  achieved.
Article  2.  Definitions
     Whenever  used  in  the Plan, the following terms shall have the meanings
set  forth  below  and,  when  the  defined  meaning  is intended, the term is
capitalized:
     2.1          "TARGET  AWARD"  means the various levels of incentive award
payouts  which  a  Participant  may earn under the Plan, as established by the
Committee  pursuant  to  Sections  5.1  and  5.2  herein.
     2.2       "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of
the  Company.
     2.3          "CAUSE"  means:  (a)  willful  misconduct  on  the part of a
Participant  that  is  materially  detrimental  to  the  Company;  or  (b) the
conviction  of a Participant for the commission of a felony or crime involving
moral  turpitude;  provided, however, that if the Participant has entered into
an  employment  agreement  that  is  binding  as  of  the  date  of employment
termination, and if such employment agreement defines "Cause," such definition
of "Cause" shall apply. "Cause" under either (a) or (b) shall be determined in
good  faith  by  the  Committee.

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     2.4        "CHANGE IN CONTROL." For the purpose of this Plan, a Change in
Control"  shall  mean:
     (a)       The acquisition by any individual, entity, or group (within the
meaning  of  Section  13(d)(3)  or  14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the "Exchange Act")) (hereinafter "Person") of beneficial
ownership  (within  the  meaning  of Rule 13d-3 promulgated under the Exchange
Act) of twenty percent (20%) or more of either (i) the then outstanding shares
of  common  stock  of  the Company (the "Outstanding Company Common Stock") or
(ii)  the  combined  voting power of the then outstanding voting securities of
the  Company  entitled  to  vote  generally  in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of  this  subsection  (a),  the  following acquisitions shall not constitute a
Change  in  Control:  (i)  any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or  related  trust) sponsored or maintained by the Company or any corporation
controlled  by the Company or (iv) any acquisition by any corporation pursuant
to  a  transaction  which  complies  with  clauses  (i),  (ii),  and  (iii) of
subsection  (c)  of  this  Section  2.4;  or
     (b)     Individuals who, as of the date hereof, constitute the Board (the
"Incumbent  Board")  cease for any reason to constitute at least a majority of
the  Board;  provided,  however,  that  any  individual  becoming  a  director
subsequent  to  the  effective date of this Plan whose election, or nomination
for election by the Company's stockholders, was approved by a vote of at least
a  majority  of  the  directors  then  comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding,  for this purpose, any such individuals whose initial assumption of
office  occurs  as  a  result of an actual or threatened election contest with
respect  to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;  or
     (c)     Consummation of a reorganization, merger, consolidation, sale, or
other  disposition of all or substantially all of the assets of the Company (a
"Business  Combination"),  in  each  case,  unless,  following  such  Business
Combination,  (i) all or substantially all of the individuals and entities who
were  the  beneficial  owners, respectively, of the Outstanding Company Common
Stock  and  Outstanding  Company  Voting  Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than fifty
percent  (50%)  of,  respectively, the then outstanding shares of common stock
and  the  combined  voting  power  of  the  then outstanding voting securities
entitled  to  vote generally in the election of directors, as the case may be,
of  the  corporation  resulting  from  such  Business  Combination (including,
without  limitation,  a corporation which as a result of such transaction owns
the  Company  or  all  or  substantially  all  of  the Company's assets either
directly  or  through  one  or  more  subsidiaries)  in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of  the  Outstanding  Company  Common  Stock  and  Outstanding  Company Voting
Securities,  as  the  case  may  be, (ii) no Person (excluding any corporation
resulting  from  such  Business  Combination  or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination)  beneficially  owns, directly or indirectly, twenty percent (20%)
or  more  of, respectively, the then outstanding shares of common stock of the
corporation  resulting  from  such Business Combination or the combined voting
power  of the then outstanding voting securities of such corporation except to
the  extent that such ownership existed prior to the Business Combination, and
(iii)  at  least  a  majority  of the members of the board of directors of the
corporation  resulting  from  such  Business  Combination  were members of the
Incumbent  Board  at the time of the execution of the initial agreement, or of
the  action  of  the  Board,  providing  for  such  Business  Combination;  or
     (d)          Approval  by  the  stockholders of the Company of a complete
liquidation  or  dissolution  of  the  Company.
     2.5          "CODE"  means the Internal Revenue Code of 1986, as amended.
     2.6         "COMMITTEE" means a committee of two (2) or more individuals,
appointed  by  the Board to administer the Plan, pursuant to Article 3 herein.
     2.7          "COMPANY" means The Dial Corporation, a Delaware corporation
(including  any  and  all  Subsidiaries),  and  any  successor  thereto.
     2.8         "COVERED EMPLOYEE" means a Participant who, as of the date of
payout  of  a  Final  Award,  is  one  of the group of "covered employees," as
defined  in  the  Regulations  promulgated  under  Code Section 162(m), or any
successor  statute.
     2.9          "DISABILITY"  means  a  disability  as  determined under the
disability  plan  of  the Company or Subsidiary applicable to the Participant.
     2.10       "EFFECTIVE DATE" means the date the Plan becomes effective, as
set  forth  in  Section  1.1  herein.
     2.11     "EMPLOYEE" means a nonunion, full-time, salaried employee of the
Company.  The  plan  excludes  any  employees  on a sales incentivevs plan and
temporary  employees.
     2.12         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended  from  time  to  time,  or  any  successor  act  thereto.
     2.13       "FINAL AWARD" means the actual award earned during a Plan Year
by a Participant, as determined by the Committee following the end of the Plan
Year.
     2.14     "PARTICIPANT" means an Employee who is actively participating in
the  Plan.
     2.15      "PLAN" means The Dial Corporation Annual Incentive Plan, as set
forth  herein.
     2.16          "PLAN  YEAR"  means  the  Company's  fiscal  year.
     2.17     "RETIREMENT" shall have the meaning ascribed to such term in the
Company's  tax-qualified  retirement  pension  plan.
     2.18       "SUBSIDIARY" means any corporation (other than the Company) in
which  the  Company or a Subsidiary of the Company owns fifty percent (50%) or
more  of  the  total  combined  voting  power  of  all  classes  of  stock.
     2.19       "TARGET AWARD" means the award to be paid to Participants when
the  Company  meets  "targeted"  performance  results,  as  established by the
Committee.
     2.20      "ACTUAL ANNUAL EARNINGS" means the actual earnings that will be
used  to  calculate  the  final  award.
Article  3.  Administration
     3.1        THE COMMITTEE. The Plan shall initially be administered by the
Executive  Compensation  Committee  of the Board. Subject to the terms of this
Plan,  the Board may appoint a successor Committee to administer the Plan. The
members  of  the  Committee  shall  be  appointed  by,  and shall serve at the
discretion  of,  the  Board.
     3.2        AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate  of  Incorporation  or  Bylaws  of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees who
shall  participate  in the Plan; determine the size and types of Target Awards
and  Final  Awards;  determine  the terms and conditions of Target Awards in a
manner  consistent  with  the  Plan;  construe  and interpret the Plan and any
agreement  or  instrument  entered  into  under the Plan; establish, amend, or
waive rules and regulations for the Plan's administration; and (subject to the
provisions  of  Article  8  herein)  amend  the  terms  and  conditions of any
outstanding  Target  Award  to the extent such terms and conditions are within
the  discretion  of  the  Committee  as  provided  in  the  Plan. Further, the
Committee  shall  make  all  other  determinations  which  may be necessary or
advisable  for  the  administration  of  the  Plan.  As  permitted by law, the
Committee  may  delegate  its  authorities  as  identified  hereunder.
     3.3          DECISIONS  BINDING.  All determinations and decisions of the
Committee  as  to  any  disputed  question  arising  under the Plan, including
questions  of  construction  and  interpretation, shall be final, binding, and
conclusive  upon  all  parties.

<PAGE>
     3.4       INDEMNIFICATION. Each person who is or shall have been a member
of  the  Committee, or of the Board, shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed  upon  or  reasonably  incurred  by  him  or her in connection with or
resulting  from  any claim, action, suit, or proceeding to which he or she may
be  a  party,  or  in  which he or she may be involved by reason of any action
taken  or  failure  to  act  under  the Plan, and against and from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or  paid  by  him  or  her in satisfaction of any judgment in any such action,
suit,  or  proceeding  against  him  or her, provided he or she shall give the
Company  an  opportunity,  at  its  own expense, to handle and defend the same
before  he or she undertakes to handle and defend it on his or her own behalf.
     The  foregoing  right  of  indemnification  shall not be exclusive of any
other  rights  of  indemnification to which such persons may be entitled under
the  Company's  Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise,  or  any  power that the Company may have to indemnify them or hold
them  harmless.
Article  4.  Eligibility  and  Participation
     4.1        ELIGIBILITY. Employees as defined in 2.11 shall be eligible to
participate  in  the  Plan.
     4.2          PARTICIPATION. Participation in the Plan shall be determined
annually by the Committee. Employees who are chosen to participate in the Plan
in  any given Plan Year shall be so notified in writing, and shall be apprised
of  the  performance  measure(s),  performance  goal(s),  and  related  Award
Opportunities  for  the  relevant  Plan  Year,  as  soon  as  is  practicable.
     4.3      PARTIAL PLAN YEAR PARTICIPATION. Except as provided in Article 8
herein,  an  Employee  who becomes eligible after the beginning of a Plan Year
may  participate  in  the  Plan  on  a  prorata  basis for that Plan Year. The
Committee,  in  its  sole  discretion,  retains the right to prohibit or allow
participation  in  the  initial  Plan  Year  of  eligibility  for  any  of the
aforementioned  Employees.
     4.4       NO RIGHT TO PARTICIPATE. No Participant or other Employee shall
at  any time have a right to be selected for participation in the Plan for any
Plan  Year,  despite  having  previously  participated  in  the  Plan.
Article  5.  Award  Determination
      5.1          PERFORMANCE  MEASURES  AND  PERFORMANCE GOALS. Prior to the
beginning  of  each  Plan  Year,  or  as  soon  as practicable thereafter, the
Committee  shall  select  performance measures and shall establish performance
goals  for  that  Plan  Year.  Except  as  provided  in  Article 8 herein, the
performance  measures  may  be  based  on  any combination of corporate and/or
individual  goals.
     The  Committee  may establish one or more performance measures which must
be  achieved  for  any  Participant to receive any portion of his or her Final
Award  payment  for  that  Plan  Year.
     5.2         TARGET AWARD. Prior to the beginning of each Plan Year, or as
soon  as  practicable  thereafter,  the Committee shall establish, in writing,
Target  Awards  which  correspond  to  various  levels  of  achievement of the
preestablished  performance  goals. Except as provided in Article 8 herein, in
the  event  a  Participant  changes  job  levels  during  a  Plan  Year,  the
Participant's  Target  Award  may be adjusted to reflect the amount of time at
each  job  level  during  the  Plan  Year.
     5.3          ADJUSTMENT  OF  PERFORMANCE  GOALS  AND  TARGET  AWARD. Once
established,  performance  goals normally shall not be changed during the Plan
Year.  However,  except  as  provided  in  Article  8 herein, if the Committee
determines  that  external  changes or other unanticipated business conditions
have  materially  affected  the  fairness of the goals, then the Committee may
approve  appropriate  adjustments to the performance goals (either up or down)
during  the  Plan  Year  as  such goals apply to the Target Award of specified
Participants. In addition, the Committee shall have the authority to reduce or
eliminate  the  Final  Award  determinations,  based  upon  any  objective  or
subjective  criteria  it  deems  appropriate.
     Notwithstanding  any  other  provision  of this Plan, in the event of any
change  in  corporate  capitalization,  such  as a stock split, or a corporate
transaction,  such  as  any  merger,  consolidation,  separation,  including a
spin-off,  or  other  distribution  of  stock  or property of the Company, any
reorganization (whether or not such reorganization comes within the definition
of  such  term in Code Section 368), or any partial or complete liquidation of
the  Company,  such  adjustment  shall  be made in the Target Award and/or the
performance  measures or performance goals related to then-current performance
periods,  as  may  be  determined  to  be  appropriate  and  equitable  by the
Committee,  in  its  sole  discretion,  to  prevent dilution or enlargement of
rights;  provided,  however,  that  subject  to  Article  8  herein,  any such
adjustment  shall  not be made if it would eliminate the ability of the Target
Award  held  by  Covered  Employees  to  qualify  for  the "performance-based"
exception  under  Code  Section  162(m).

     5.4       FINAL AWARD DETERMINATIONS. At the end of each Plan Year, Final
Awards  shall be computed for each Participant as determined by the Committee.
Subject  to  the terms of Article 8 herein, Final Award amounts may vary above
or  below  the  Target  Award,  based  on  the  level  of  achievement  of the
pre-established  corporate  and/or  divisional  performance  goals.
     5.5     AWARD LIMIT. The Committee may establish guidelines governing the
maximum  Final  Awards  that  may  be  earned  by  Participants (either in the
aggregate,  by  Employee class, or among individual Participants) in each Plan
Year. The guidelines may be expressed as a percentage of Company-wide goals or
financial measures, or such other measures as the Committee shall from time to
time  determine;  provided, however, that the maximum payout with respect to a
Final  Award  payable to any one Participant in connection with performance in
any  one  Plan  Year  shall  be  two  million  dollars  ($2,000,000).
     5.6          THRESHOLD LEVELS OF PERFORMANCE. The Committee may establish
minimum  levels  of  performance  goal  achievement, below which no payouts of
Final  Awards  shall  be  made  to  any  Participant.
Article  6.  Payment  of  Final  Awards
     6.1     FORM AND TIMING OF PAYMENT. Unless a deferral election is made by
a  Participant  pursuant to Section 6.2 herein, each Participant's Final Award
shall  be  paid in cash, in one lump sum, within forty-five (45) calendar days
after  the  end  of  each  Plan  Year.
     6.2         DEFERRAL OF FINAL AWARD PAYOUTS. The Committee may permit (or
require,  if  necessary,  to  preserve  full  deductibility under Code Section
162(m))  a  Participant  to defer such Participant's receipt of the payment of
cash  that  would  otherwise be due pursuant to his or her Final Award. If any
such  deferral  election is required or permitted, the Committee shall, in its
sole  discretion,  establish  rules and procedures for such payment deferrals.
     6.2     UNSECURED INTEREST. No participant or any other party claiming an
interest  in  amounts earned under the Plan shall have any interest whatsoever
in  any specific asset of the Company. To the extent that any party acquires a
right  to  receive  payments under the Plan, such right shall be equivalent to
that  of  an  unsecured  general  creditor  of  the  Company.
Article  7.  Termination  of  Employment
     7.1          TERMINATION  OF  EMPLOYMENT  DUE  TO  DEATH,  DISABILITY, OR
RETIREMENT. In the event a Participant's employment is terminated by reason of
death,  Disability,  or  Retirement,  the Final Award determined in accordance
with  Section  5.4  herein  shall be reduced to reflect participation prior to
termination  only.  The  reduced award shall be determined by multiplying said
Final  Award  by  a  fraction; the numerator of which is the number of days of
employment  in  the  Plan Year through the date of employment termination, and
the  denominator  of which is three hundred sixty-five (365). In the case of a
Participant's  Disability,  the employment termination shall be deemed to have
occurred  on  the  date  that  the  Committee  determines  the  definition  of
Disability  to  have  been  satisfied.
     The  Final  Award  thus determined shall be paid within seventy-five (75)
calendar  days  following  the  end  of  the  Plan  Year  in  which employment
termination  occurs.
     7.2          TERMINATION  OF EMPLOYMENT FOR OTHER REASONS. In the event a
Participant's  employment  is  terminated  for  any  reason  other than death,
Disability,  or  Retirement  (of which the Committee shall be the sole judge),
all  of  the  Participant's  rights to a Final Award for the Plan Year then in
progress  shall  be  forfeited. However, except in the event of an involuntary
employment  termination  for Cause, the Committee, in its sole discretion, may
pay a prorated award for the portion of the Plan Year that the Participant was
employed  by  the  Company,  computed  as  determined  by  the  Committee.
Article  8.  Covered  Employees
     8.1          APPLICABILITY OF ARTICLE 8. The provisions of this Article 8
shall  apply  only  to  Covered Employees. In the event of any inconsistencies
between  this  Article  8  and  the  other  Plan provisions as they pertain to
Covered  Employees,  the  provisions  of  this  Article  8  shall  control.
     8.2     ESTABLISHMENT OF TARGET AWARDS. Except as provided in Section 8.8
herein,  the  Target  Awards  for  Covered Employees shall be established as a
percentage  of  each Covered Employee's Base Salary (as defined below). Within
ninety  (90)  days  after the beginning of each Plan Year, the Committee shall
establish,  in writing, various levels of Final Awards which will be paid with
respect  to  specified  levels of attainment of the preestablished performance
goals.
     8.4     COMPONENTS OF TARGET AWARDS. Each Covered Employee's Target Award
shall  be  based  on:  (a) the potential Final Awards corresponding to various
levels of achievement of the pre-established performance goals, as established
by the Committee; and (b) Company and business unit performance in relation to
the  pre-established  performance  goals.
     Except  as provided in Section 8.8 herein, performance measures which may
serve  as  determinants  of  Covered  Employees'  Award Opportunities shall be
limited  to  one  or  more  of  the  following:  operating margin (including a
definition  such  as  earnings  before  interest  and  taxes  divided  by  net
revenues),  net revenue growth, asset turnover (including a definition such as
revenue  divided  by  average  total  assets),  cash flow, earnings per share,
economic  value  added, cash-flow return on investment, expenses, gross or net
margin,  increase in stock price, inventory turnover, market share, net income
(before  or  after  taxes),  return  on  assets,  return  on equity, return on
investment,  return  on  sales,  revenue,  and total shareholder return. These
performance  measures may be applied singly or in tandem, and may be linked to
Companywide  performance,  business  unit  performance,  or  both.
     8.5      NO MID-YEAR CHANGE IN AWARD OPPORTUNITIES. Except as provided in
Section  8.8  herein,  each  Covered  Employee's  Final  Award  shall be based
exclusively  on  the Target Award levels established by the Committee pursuant
to  Section  8.2  herein.
     8.6     NONADJUSTMENT OF PERFORMANCE GOALS. Except as provided in Section
8.8  herein,  performance  goals  shall  not  be  changed  following  their
establishment,  and  Covered  Employees  shall not receive any payout when the
minimum  company/corporation  performance  goals  are  not  met  or  exceeded.
     8.7      INDIVIDUAL PERFORMANCE EVALUATION AND DISCRETIONARY ADJUSTMENTS.
Except  as  provided  in  Section  8.8  herein,  subjective  evaluations  of
performance  shall  not  be  applied  to  increase  Final Awards. However, the
Committee shall have the discretion to decrease or eliminate the amount of the
Final  Award  otherwise  payable  to  a  Covered  Employee.
     8.8        POSSIBLE MODIFICATIONS. If, on the advice of the Company's tax
counsel, the Committee determines that Code Section 162(m) and the Regulations
thereunder  will not adversely affect the deductibility for federal income tax
purposes  of  any  amount paid under the Plan by permitting greater discretion
and/or  flexibility with respect to Target Awards granted to Covered Employees
pursuant  to  this  Article 8, then the Committee may, in its sole discretion,
apply  such  greater discretion and/or flexibility to such Target Awards as is
consistent  with the terms of this Plan, and without regard to the restrictive
provisions  of  this  Article  8.
     Without  limiting  the  generality  of  the foregoing, in the event it is
determined  that  the  Committee  may make adjustments to performance goals to
reflect  the  impact  of  events  that  are  extraordinary and/or nonrecurring
without  precluding  compliance with Code Section 162(m), such adjustments may
be  made.  Further,  in determining the degree to which performance goals have
been  satisfied  in  any  year,  the  Committee  shall disregard the impact of
accounting  changes  made  by  the  Financial Accounting Standards Board which
become  effective  after  the  performance  goals  for  such  year  have  been
established.
     In  the  event the Committee determines that compliance with Code Section
162(m)  is  not  desired  with  respect  to any Target Awards granted or to be
granted  under  the Plan, then compliance with Code Section 162(m) will not be
required  (for  example,  if  such  a  determination  is made, the performance
measures  specified in Section 8.4 herein need not be the only determinants of
Final  Awards,  and subjective discretion may be applied to increase the Final
Awards  of Covered Employees). In addition, in the event that changes are made
to Code Section 162(m) to permit greater flexibility with respect to any Award
Opportunities  under  the  Plan, the Committee may, subject to this Article 8,
make  any  adjustments  it  deems  appropriate.

Article  9.  Rights  of  Participants
     9.1      EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any  way the right of the Company to terminate any Participant's employment at
any  time, nor confer upon any Participant any right to continue in the employ
of  the  Company.
     9.2        NONTRANSFERABILITY. No right or interest of any Participant in
the  Plan  shall  be  assignable  or  transferable,  or  subject  to any lien,
directly,  by  operation  of  law or otherwise, including, but not limited to,
execution,  levy,  garnishment,  attachment,  pledge,  and  bankruptcy.
Article  10.  Beneficiary  Designation
     Each  Participant  under  the  Plan  may,  from  time  to  time, name any
beneficiary  or  beneficiaries (who may be named contingently or successively)
to  whom  any benefit under the Plan is to be paid in case of his or her death
before  he  or  she receives any or all of such benefit. Each designation will
revoke  all  prior  designations  by  the same Participant, shall be in a form
prescribed  by  the  Committee,  and  will be effective only when filed by the
Participant  in  writing with the Committee during his or her lifetime. In the
absence  of  any  such  designation,  benefits  remaining  unpaid  at  the
Participant's  death  shall  be  paid  to  the  Participant's  estate.

<PAGE>
Article  11.  Change  in  Control
     In  the  event of a Change in Control, each Participant shall be entitled
to  a  pro  rata  payment  of his or her Target Award for the Plan Year during
which  such  Change  in  Control occurs. The Final Award deemed earned by each
Participant  in  such  year  shall equal the greater of: (i) the Participant's
Target Award for such year; or (ii) the estimated actual performance as of the
date  of  the  Change  in  Control,  projected  to  the  end  of such year, as
determined  by  the  Compensation  Committee.  The proration applicable to the
Target  Awards  in  the  year  of a Change in Control shall be determined as a
function  of  the  number  of days within the Plan Year prior to the effective
date  of the Change in Control, in relation to three hundred sixty-five (365).
Such  amount shall be paid in cash to each Participant within thirty (30) days
after  the  effective  date  of  the  Change  in  Control.
Article  12.  Amendments
     The  Committee,  in  its sole discretion, without notice, at any time and
from time to time, may modify or amend, in whole or in part, any or all of the
provisions  of  the  Plan,  or  suspend  or  terminate  it entirely; provided,
however, that no such modification, amendment, suspension, or termination may,
without the consent of a Participant (or his or her beneficiary in the case of
the  death  of  the Participant), materially reduce the right of a Participant
(or  his  or  her beneficiary as the case may be) to a payment or distribution
hereunder  to  which  he  or  she  is  entitled.
Article  13.  Miscellaneous
     13.1      GOVERNING LAW. The Plan, and all agreements hereunder, shall be
governed  by  and  construed  in  accordance  with  the  laws  of the state of
Delaware.
     13.2        WITHHOLDING TAXES. The Company shall have the right to deduct
from  all  payments under the Plan any Federal, state, or local taxes required
by  law  to  be  withheld  with  respect  to  such  payments.
     13.3          GENDER  AND NUMBER. Except where otherwise indicated by the
context,  any  masculine term used herein also shall include the feminine; the
plural  shall include the singular, and the singular shall include the plural.
     13.4        SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect  the  remaining  parts of the Plan, and the Plan shall be construed and
enforced  as  if  the  illegal  or  invalid  provision  had not been included.
     13.5       COSTS OF THE PLAN. All costs of implementing and administering
the  Plan  shall  be  borne  by  the  Company.
     13.6      SUCCESSORS. All obligations of the Company under the Plan shall
be  binding  upon  and  inure  to the benefit of any successor to the Company,
whether  the existence of such successor is the result of a direct or indirect
purchase,  merger, consolidation, or otherwise, of all or substantially all of
the  business  and/or  assets  of  the  Company.