Exhibit 10.5




           NONQUALIFIED DEFERRED COMPENSATION PROGRAM

                    INCLUDING 401(k) TRANSFER


                     BASIC PROGRAM DOCUMENT


                          SPONSORED BY


                INVESCO Retirement Plan Services
















                            COPYRIGHT

This document is copyrighted under the laws of the United States.
Its use, duplication or reproduction, including the use of
electronic means, is prohibited by law without the express
consent of the author.




          copyright 1996 McKay Hochman Co., Inc. March 26, 1996

                        TABLE OF CONTENTS

   PARAGRAPH                                              PAGE

   PREAMBLE                                                 1

                            ARTICLE I
                           DEFINITIONS

     1.1       Administrator                                2
     1.2       Adoption Agreement                           2
     1.3       Beneficiary                                  2
     1.4       Benefit Distribution Date                    2
     1.5       Cash Or Deferred Plan                        2
     1.6       Cashout Amount                               2
     1.7       Change Of Control                            3
     1.8       Code                                         3
     1.9       Company                                      3
     1.10      Compensation                                 3
     1.11      Deferral Agreement                           3
     1.12      Deferrals                                    4
     1.13      Effective Date                               4
     1.14      Employee                                     4
     1.15      Entry Date                                   4
     1.16      ERISA                                        4
     1.17      Nonqualified Deferred Compensation Program   4
     1.18      Participant                                  4
     1.19      Program                                      4
     1.20      Program Year                                 4
     1.21      Separation From Service                      4
     1.22      Sponsor                                      4
     1.23      Trust                                        5
     1.24      Trustee                                      5
     1.25      Valuation Date                               5


                           ARTICLE II
                    ELIGIBILITY REQUIREMENTS

     2.1       Participation                                6
     2.2       Change In Classification Of Employment       6
     2.3       Computation Period                           6
     2.4       Credited Service                             6

                           ARTICLE III
                    DEFERRAL OF COMPENSATION

     3.1       Notification                                 7
     3.2       Deferral Agreement                           7
     3.3       Deferral Procedure                           7
     3.4       Amending Deferral Agreement                  7
     3.5       Termination Of Deferral Agreement            8


                           ARTICLE IV
                      COMPANY CONTRIBUTIONS

     4.1       Employee Deferrals                           9
     4.2       Company Contributions                        9
     4.3       Responsibility For Contributions             9


                            ARTICLE V
                PARTICIPANT ACCOUNTS AND REPORTS

     5.1       Establishment Of Accounts                    10
     5.2       Account Maintenance                          10
     5.3       Valuation Of Assets                          10
     5.4       Allocation Methods                           10
     5.5       Valuation Date                               11
     5.6       Participant Statements                       11


                           ARTICLE VI
                   BENEFITS AND DISTRIBUTIONS

     6.1       Benefits                                     12
     6.2       Distributable Event                          12
     6.3       Cashout Amount                               12
     6.4       Form Of Payment                              12
     6.5       Payment Medium                               13
     6.6       Death Benefits                               13
     6.7       Beneficiary Designation                      13
     6.8       No Beneficiary                               13
     6.9       Claims Procedure                             13


                           ARTICLE VII
                             VESTING

     7.1       Deferrals                                    15
     7.2       Company Contributions                        15
     7.3       Trust Assets                                 15
     7.4       Credited Service                             15


                          ARTICLE VIII
                     PROGRAM ADMINISTRATION

     8.1       Administrator                                16
     8.2       Duties Of Administrator                      16
     8.3       Company                                      16
     8.4       Administrative Fees And Expenses             17


                           ARTICLE IX
                           TRUST FUND

     9.1       Trust                                        18
     9.2       Unfunded Program                             18
     9.3       Investment Preferences                       18
     9.4       Assignment And Alienation                    18


                            ARTICLE X
                    AMENDMENT AND TERMINATION

     10.1      Amendment                                    19
     10.2      Termination                                  19


                           ARTICLE XI
                          MISCELLANEOUS

     11.1      Total Agreement                              20
     11.2      Employment Rights                            20
     11.3      Governing Law                                20



                            PREAMBLE


The Company, by executing the attached Adoption Agreement, hereby
establishes an unfunded Nonqualified Deferred Compensation
Program for a select group of management or highly compensated
Employees.  Under Program terms, eligible management or highly
compensated Employees will be permitted to defer a portion of
their Compensation not yet earned until they attain their Benefit
Distribution Date defined under paragraph 1.4 of the Program.
Participants shall have no right, either directly or indirectly,
to anticipate, sell, assign or otherwise transfer any benefit
accrued under the Program.  In addition, no Participant shall
have any interest in any Company assets set aside as a source of
funds to satisfy its benefit obligations under the Program,
including the establishment of any trust under the terms of
Revenue Procedure 92-64 or under the terms of any amendment
thereof or successor thereto.  Participants shall have the status
of general unsecured creditors of the employer and the Program
constitutes an unsecured promise by the employer to make benefit
payments in the future.

                            ARTICLE I

                           DEFINITIONS


1.1  Administrator  The individual or committee appointed by the
     Company to administer the Program as provided herein.  If no
     such appointment is made, the Compensation Committee
     ("Compensation Committee") of the Board Of Directors
     ("Board") of the Company shall serve as the Administrator.
     If a Compensation Committee doesn't exist and no appointment
     is made by the Board, then the Board shall serve as the
     Administrator.  In no event shall any Participant who sits
     on the Compensation Committee or Board determine the amount
     of his or her benefits under this Program.

1.2  Adoption Agreement  The written instrument attached to this
     Basic Program Document  by which the Company elects to
     establish a Nonqualified Deferred Compensation Program for
     eligible Employees.

1.3  Beneficiary  An individual, individuals or trust designated
     by the Participant to receive his or her benefit in the
     event of the Participant's death.  If more than one
     Beneficiary survives the Participant, payments shall be made
     equally to all such beneficiaries, unless otherwise provided
     in the Beneficiary form.  Nothing herein shall prevent the
     Participant from designating primary and secondary
     Beneficiaries.  Elections made by a Participant as to the
     timing and method of payment shall be binding on all
     Beneficiaries named by the Participant in his or her most
     recently dated Beneficiary form.

1.4  Benefit Distribution Date   The date specified in the
     Adoption Agreement on which a Participant's benefit is
     payable under the Program.  A Participant shall have no
     right to receive payment of his or her benefit until
     reaching his or her Benefit Distribution Date.

1.5  Cash or Deferred Plan  A qualified stock bonus or profit-
     sharing plan sponsored by the Company which includes a cash
     or deferred arrangement described at Code Section 401(k)(2).

1.6  Cashout Amount   An amount equal to the lesser of:

     (a)  A Participant's Deferrals under this Program for a
          Program Year as adjusted for investment losses but
          not for investment gains, or

     (b)  The maximum elective deferrals permitted under the
          Company's Cash or Deferred Plan less the
          Participant's elective deferrals actually made to
          the Cash or Deferred Plan with respect to the same
          Plan Year.  The maximum elective deferrals are
          determined by the Company considering the maximum elective
          deferrals under Code Section 402(g), the maximum annual
          addition under Code Section 415 and after application of
          the antidiscrimination tests under Code Sections
          401(k)(3) and 401(m)(2).  The determinations
          under this paragraph shall be made by the Company
          not later than January 31 following the close of
          each Program Year.

1.7  Change of Control  The purchase or other acquisition by any
     person, entity or group of persons within the meaning of
     Section 13(d) or 14(d) of the Securities Exchange Act of
     1934 ("ACT"), (or any comparable successor provisions, of
     beneficial ownership within the meaning of Rule 13d-3
     promulgated under the ACT) of 30 percent or more of either
     the outstanding shares of common stock or the combined
     voting power of the Company's then outstanding voting
     securities entitled to vote generally, or the approval by
     the stockholders of the Company of a reorganization, merger
     or consolidation, in each case, with respect to which
     persons who were stockholders of the Company immediately
     prior to such reorganization, merger or consolidation do
     not, immediately thereafter, own more than 50 percent of the
     combined voting power entitled to vote generally in the
     election of directors of the reorganized, merged or
     consolidated Company's then outstanding securities, or a
     liquidation or dissolution of the Company or of the sale of
     all or substantially all of the Company's assets.

1.8  Code   The Internal Revenue Code of 1986, as amended.

1.9  Company  The corporation or business entity which adopts
     this Program.  Company shall also include any member of a
     controlled group of corporations as defined at Code Section 414(b),
     all commonly controlled trades or businesses as defined at
     Code Section 414(c) and any member of an affiliated service group
     as defined at Code Section 414(m) who elects to adopt this Program.

1.10 Compensation  The total annual remuneration for employment
     received by an Employee from the Company and reported on his
     or her tax Form W-2. Compensation shall also include amounts
     deferred under this Program, under a Cafeteria Plan
     described at Code Section 125, under a Cash or Deferred Plan
     described at Code Section 401(k) and under any other Company plan
     qualified under Code Section 401(a) sponsored by the Company.
     Compensation shall only include remuneration earned while an
     individual is an Employee of the Company.

1.11 Deferral Agreement  The written agreement between an
     eligible Employee  and the Company to defer receipt by the
     Employee of Compensation not yet earned.  Such agreement
     shall state the deferral amount or percentage of
     Compensation to be withheld from the Employee's Compensation
     and shall state the date on which the agreement is effective
     as provided at paragraph 3.1.

1.12 Deferrals  That portion of an Employee's Compensation which
     is deferred under the terms of this Program. Such
     Compensation cannot yet have been earned by the Employee at
     the time of the Participant's election to defer.

1.13 Effective Date  The date on which the Company's Nonqualified
     Deferred Compensation Program or any amendment thereto
     becomes effective.

1.14 Employee  Any person employed by the Company as a common-law
     employee.  Individuals who shall be treated as Employees for
     purposes of the Program shall be limited to those
     individuals who are within a select group of management or
     highly compensated Employees as determined by the Company in
     its sole discretion.

1.15 Entry Date  The date on which an Employee commences
     participation in the Program as determined by the Company in
     the Adoption Agreement.

1.16 ERISA   The Employee Retirement Income Security Act of 1974,
     as amended.

1.17 Nonqualified Deferred Compensation Program  A Program,
     within the meaning of ERISA 201(2), the purpose of which is
     to permit a select group of management or highly compensated
     Employees to defer receipt of a portion of their
     Compensation to a future date.

1.18 Participant  An Employee who is eligible to participate in
     the Program under Section 2.1 and who is eligible to defer a
     portion of his or her Compensation under this Program. An
     Employee or former Employee who has previously deferred a
     portion of his or her Compensation under the Program and who
     is still entitled to the payment of benefits under the
     Program shall also be considered a Participant.

1.19 Program  The Nonqualified Deferred Compensation Program
     established by the Company under the terms of this document
     and the accompanying Adoption Agreement.

1.20 Program Year  The 12 consecutive month period commencing on
     January 1 and ending on December 31.  The first Program Year
     shall commence on January 1 of the calendar year in which
     the Program became effective.

1.21 Separation From Service  The severance of an Employee's
     employment with the Company for any reason.

1.22 Sponsor  INVESCO Retirement Plan Services or any member of a
     controlled group of corporations [as defined under
     Code Section 414(b) and (c) as modified by Code Section 415(h)] and any
     corporation which succeeds INVESCO Retirement Plan Services
     by merger or by acquisition of assets.  The term Sponsor
     shall apply to the organization sponsoring this document and
     supporting administrative forms and not to a Company who may
     utilize this document and supporting administrative forms to
     establish a nonqualified deferred compensation program for a
     select group of management or highly compensated employees.

1.23 Trust  The agreement, written in accordance with Revenue
     Procedure 92-64, as may be amended or superseded, between
     the Company and the Trustee under which any assets delivered
     by the Company to the Trustee will be held and managed.  Any
     assets held under the terms of the Trust shall be the
     exclusive property of the Company and shall be subject to
     creditor claims of the Company.  Participants shall have no
     right secured or unsecured to any assets held under the
     terms of the Trust.

1.24 Trustee   The institution named by the Company in the Trust
     agreement and any corporation which succeeds the Trustee by
     merger or by acquisition of assets.

1.25 Valuation Date  The date on which Participant accounts are
     valued as elected by the Company in the Adoption Agreement.

                           ARTICLE II

                    ELIGIBILITY REQUIREMENTS


2.1  Participation  Employees who meet the eligibility
     requirements set forth in the Adoption Agreement on the date
     the Program is adopted by the Company shall become
     Participants on the first Entry Date following the date of
     adoption. Employees who have not satisfied the eligibility
     requirements on the date of adoption shall become
     Participants on the Entry Date immediately following the
     date on which they meet the eligibility requirements.  In
     the event an Employee who is not a member of the eligible
     class of Employees becomes a member of the eligible class,
     such Employee shall be eligible to participate on the Entry
     Date immediately following the date on which the Employee
     becomes a member of the eligible class.

2.2  Change In Classification Of Employment  In the event a
     Participant becomes ineligible to participate because he or
     she is no longer a member of an eligible class of Employees,
     such Employee shall be eligible to participate  on the Entry
     Date which follows his or her return to an eligible class of
     Employees.

2.3  Computation Period  To determine Years of Service for
     eligibility purposes, the first 12-consecutive month period
     shall commence on the date on which an Employee first
     performs an hour of service for the Company and shall end on
     the anniversary thereof.  The second and subsequent 12-
     consecutive month periods shall commence on the first day of
     the calendar year beginning within the first 12-consecutive
     month period of employment.

2.4  Credited Service  All Years of Service with other members of
     a controlled group of corporations as defined in Code Section
     414(b), trades or businesses under common control as
     defined in Code Section 414(c), or members of an affiliated service
     group as defined in Code Section 414(m), if applicable, shall be
     credited for purposes of determining an Employee's
     eligibility to participate in the Program and to determine
     his or her vested interest on termination of employment.


                           ARTICLE III

                    DEFERRAL OF COMPENSATION


3.1  Notification  The Program Administrator shall provide
     written notification to an Employee of his or her
     eligibility to participate in the Program and to elect to
     defer Compensation under this Program, and shall further
     provide such Employee with a Deferral Agreement.  The
     notification shall describe the requirements and limitations
     on the Employee's Deferrals, the election with respect to
     the Cashout Amount, the Program's distributable events and
     the optional forms of payment

3.2  Deferral Agreement  The Participant shall enter into a
     Deferral Agreement with the Company authorizing the deferral
     of all or part of the Participant's Compensation under the
     Program earned during the period in which the individual
     participates in the Program.  The Deferral Agreement shall
     also specify the commencement date and method of payment
     with respect to benefits attributable to Deferrals and
     Company contributions, if any, for the applicable Program
     Year and the Participant's election with respect to the
     Cashout Amount for the Program Year.  Except as provided at
     (a) and (b) below, the deferral election must be made not
     less than 30 days prior to the beginning of the Program Year
     for which the Compensation is payable.

     (a)  Employees who are eligible on the date the program
          is first effective may make an election to defer
          Compensation for services to be performed
          subsequent to the election no later than 30 days
          after the date the Program is effective for
          eligible Employees, and

     (b)  In the first year in which a Participant becomes
          eligible to participate in the Program, the newly
          eligible Participant may make an election to defer
          Compensation for services to be performed
          subsequent to the election no later than 30 days
          after the date the Employee becomes eligible.

     In no event shall an Employee be permitted to defer
     Compensation for a pay period which has commenced prior to
     the date on which the Program is effective or the date on
     which a Deferral Agreement is signed by the Employee and
     accepted by the Program Administrator.

3.3  Deferral Procedure  Upon receipt of a properly completed and
     executed Deferral Agreement the Administrator shall notify
     the Company to commence to withhold that portion of the
     Participant's Compensation specified in the agreement. In no
     event will the Participant be permitted to defer more than
     the amount specified by the Company in the Adoption
     Agreement.

3.4  Amending Deferral Agreement  A Participant shall be
     permitted to increase or decrease his or her Deferrals by
     filing an amended Deferral Agreement with the Administrator.
     Such amendment shall be effective on the first day of the
     first payroll period beginning in the next Program Year and
     must be made not less than 30 days prior to the beginning of
     the next Program Year.

3.5  Termination Of Deferral Agreement   The Company shall have
     the right to terminate an Employee's Deferral Agreement at
     any time upon written notice to the Employee.  Such
     termination shall be effective on the first day of the next
     payroll period.  In no event shall the Company have the
     right to terminate a Deferral Agreement with respect to
     Compensation already deferred.  The Employee shall also have
     the right to terminate his or her Deferral Agreement upon
     written notice to the Administrator.  Such termination shall
     be effective on the first day of the first payroll period in
     the Program Year following the date on which the termination
     request is received by the Administrator.  The Employee
     shall not be permitted to reinstate a new Deferral Agreement
     until the first day of the first payroll period beginning in
     the Program Year following the date on which a new Deferral
     Agreement is received by the Administrator.

                           ARTICLE IV

                      COMPANY CONTRIBUTIONS


4.1  Employee Deferrals  The Company shall remit to the Trustee
     all amounts deferred by Participants under the terms of
     their respective Deferral Agreements.  Remittance by the
     Company shall be made as soon as administratively feasible
     following the date the funds were withheld from the
     Participant's Compensation but not later than 30 business
     days following the date withheld.  Any such Deferrals held
     and managed by the Trustee plus any investment earnings
     thereon shall remain the property of the Company and shall
     be subject to the claims of the Company's creditors.

4.2  Company Contributions  The Company may make matching or
     discretionary contributions under the terms of the Program.
     The amount of the Company's discretionary and/or matching
     contribution and the formula(s) for allocating such
     contributions will be determined by the Company in the
     Adoption Agreement.  Any such contributions plus the
     earnings thereon shall be held and managed by the Trustee
     but shall remain the property of the Company and shall be
     subject to the claims of the Company's creditors.  Any
     Company contributions made under the Program shall be
     transmitted to the Trustee not less frequently than
     annually.

4.3  Responsibility For Contributions   The Company has sole
     responsibility for remitting Employee Deferrals and Company
     contributions to the Trustee for investment purposes.  The
     Trustee shall have no duty to determine whether the funds
     paid by the Company are the correct amount or that they have
     been transmitted in a timely manner.

                            ARTICLE V

                PARTICIPANT ACCOUNTS AND REPORTS


5.1  Establishment Of Accounts  The Administrator shall establish
     and maintain individual bookkeeping accounts on behalf of
     each Participant for purposes of determining each
     Participant's benefits under the Program.  Separate sub-
     accounts shall be established for each Participant with
     respect to each Deferral Agreement for which a different
     form of payment has been elected.

5.2  Account Maintenance  The Administrator shall add to each
     Participant's account amounts representing:
       (a) Employee Deferrals,
       (b)  Company matching or discretionary
            contributions, if applicable, and
       (c)  Investment earnings
     The Administrator shall deduct from each Participant's
     account amounts representing:
       (d)  Distributions to the Participant or
            Beneficiary,
       (e)  Investment losses,
     and, if elected in the Adoption Agreement:
       (f)  Program administrative expenses, and
       (g)  Income taxes paid by the Company attributable
            to the Participant's benefits under the
            Program.

5.3  Valuation Of Assets  As of each Valuation Date the
     Administrator shall determine the fair market value of all
     assets held under the terms of the Program.  The valuation
     of securities traded on a national securities exchange shall
     be determined on the last business day of the valuation
     period in accordance with established or recognized industry
     standards for the valuation of traded securities.  The value
     of non-traded securities shall be determined by reference to
     an appraisal prepared by an independent appraiser qualified
     to appraise the security or other property.  Notwithstanding
     the first sentence of this paragraph, an appraisal of non-
     traded securities shall be prepared as of the last day of
     each Program Year and as required with respect to the
     determination of benefit payments.

5.4  Allocation Methods  The Company's matching and discretionary
     contributions, if any, shall be allocated to eligible
     Participants in accordance with the allocation formula
     elected in the Adoption Agreement. If Deferrals and Company
     contributions, if any, are pooled for investment purposes,
     each Participant's account  shall receive a pro-rata share
     of the investment earnings on all assets.  Such pro-rata
     share shall be determined on the basis of the fair market
     value of each Participant's account at the beginning of the
     valuation period less distributions made during the
     valuation period.  One half of the Contributions received
     systematically during the valuation period shall be added to
     the Participant's beginning account balance for allocation
     purposes.  If contributions are invested in mutual funds or
     other pooled investment fund, the investment earnings
     allocable to each such Participant shall be determined by
     reference to the value of the applicable fund.  If so
     elected in the Adoption Agreement, each Participant's
     Account shall be charged for the relevant period with its
     pro-rata share of expenses and any taxes incurred by the
     Company attributable to the Program

5.5  Valuation Date   Participant accounts shall be valued on the
     Valuation Dates provided that the value of non-traded
     securities shall be determined in accordance with paragraph
     5.3.

5.6  Participant Statements   The Administrator shall provide
     Participants with a statement of his or her account showing
     the additions to and deductions from such account during the
     period from the last statement date.  Such statement shall
     be provided to Participants as soon as administratively
     feasible following the end of each Program Year, or more
     frequently if elected by the Company.

                           ARTICLE VI

                   BENEFITS AND DISTRIBUTIONS


6.1  Benefits  A Participant's or Beneficiary's benefit payable
     under the Program shall be determined by reference to the
     value of the Participant's account balance at the time of a
     distributable event under the Program.  Such benefit shall
     be payable from the general assets of the Company which
     includes any assets held in the Trust.  In no event will a
     Participant's right to a benefit under this Program give
     such Participant a secured right or claim on any assets held
     in the Trust.

6.2  Distributable Event  Benefits other than Cashout Amounts
     shall be payable within 30 days following the Benefit
     Distribution Date coincident with or first following the
     earlier of the date on which:
       (a)  The Participant terminates employment with the Company,
       (b)  The Participant dies,
       (c)  The Company undergoes a Change In Control,
       (d)  As otherwise provided in the Adoption Agreement,
       (e)  Termination of the Program under paragraph 10.2 hereof.
     No Participant shall have any right to receive payment of
     his or her benefit under the Program prior to the Benefit
     Distribution Date.

6.3  Cashout Amount  A Participant's Cashout Amount shall be
     distributed to the Participant, if so elected by the
     Participant in his or her Deferral Agreement, within 21/2
     months following the close of the Program Year to which the
     cashout relates.  The Company matching contribution
     attributable to the Participant's Cashout Amount shall be
     administered as provided by the Company in the Adoption
     Agreement.  If the Participant elects to transfer the
     Cashout Amount to the Company's Cash or Deferred Plan, such
     transfer shall be made within 21/2 months following the
     close of the Plan Year.  If the transfer election is made,
     the Company shall also transfer any matching contribution
     attributable to the Deferral made under this Program to the
     Cash or Deferred Plan provided that the matching
     contribution so transferred does not exceed the match the
     Participant would have received if the Deferral had been
     made under the terms of the Cash or Deferred Plan.  The
     trustee of the Cash or Deferred Plan shall be advised by the
     Administrator that the Participant's Deferrals and Company
     matching contribution, if any, are to be credited to the
     Participant's account in the Cash or Deferred Plan for the
     same Plan Year as such amounts were received or receivable
     under this Program.

6.4  Form Of Payment   A Participant's Cashout Amount shall be
     paid as a lump sum.  Other benefits shall be paid in the
     form of a lump sum or installments.  Pursuant to paragraph
     3.1, any election of a form of payment must be made by the
     Participant prior to the period of service for which the
     Deferral is made.  A different form of payment may be
     elected with respect to each separate deferral election made
     by the Participant.

6.5  Payment Medium   A Participant's Cashout Amount shall be
     distributed to the Participant or transferred to the Cash or
     Deferred Plan as the case may be in the form of cash only.
     The Company may elect to pay the Participant's other
     benefits in the form of cash, securities or any other
     property acceptable to the Participant and to the Company.

6.6  Death Benefits   Any benefit to which a deceased Participant
     is entitled to receive under the Program shall be paid to
     such Participant's Beneficiary.  Such death benefit shall be
     paid as a lump sum unless the Participant was receiving
     payment of his or her benefit in installments at the time of
     death.  In such event, the Participant's Beneficiary shall
     continue to receive installment payments in the same manner
     as the Participant.

6.7  Beneficiary Designation   A Participant shall have the right
     to designate a Beneficiary and to amend or revoke such
     designation at any time in writing.  Such designation,
     amendment or revocation shall be effective upon receipt by
     the Administrator.  A Participant may not, however, change
     his or her Beneficiary (during the life of such Beneficiary)
     after payments have commenced under an installment payment
     option where the payment period is determined by reference
     to the life expectancy of the Participant and his or her
     Beneficiary.

6.8  No Beneficiary  If no beneficiary designation is made, or if
     the beneficiary designation is held invalid, or if no
     Beneficiary survives the Participant and benefits remain
     payable following the Participant's death, the Administrator
     shall direct that payment of benefits be made to the person
     or persons in the first category in which there is a
     survivor.  The categories of successor Beneficiaries, in
     order, are as follows:

       (a)  Participant's spouse;
       (b)  Participant's descendants, per stirpes
            (eligible descendants shall be determined by
            the intestacy laws of the state in which the
            decedent is domiciled);
       (c)  Participant's parents;
       (d)  Participant's brothers and sisters (including
            step brothers and step sisters); and
       (e)  Participant's estate.

6.9  Claims Procedure  A Participant or authorized representative
     of a Participant may submit to the Administrator questions
     regarding Program Benefits or a claim for the payment of
     benefits.  Such question or claim may be submitted at any
     time.  However, benefit payments shall not be payable
     earlier than permitted by the Program.  The Administrator
     shall accept, reject, or modify such request and shall send
     written notification to the Participant setting forth the
     response of the Administrator and in the case of a denial or
     modification the Administrator shall:

        (a) state the specific reason or reasons for the denial,

       (b)  provide specific reference to pertinent Program
            provisions on which the denial is based,

       (c)  provide a description of any additional
            material, data or information necessary for the
            Participant or his representative to perfect
            the claim and an explanation of why such
            material or information is necessary, and

       (d)  explain the Program's claim review procedure.

     In the event the request is rejected or modified, the
     Participant or his representative may appeal within 60 days
     following receipt by the Participant or representative of
     such rejection or modification, by submitting a written
     request for review by the administrator of its initial
     decision.  Within 60 days following such request for review,
     the Administrator shall render its final decision in writing
     to the Participant or representative stating specific
     reasons for such decision.  If the Participant or
     representative is not satisfied with the Administrator's
     final decision, the Participant or representative can
     institute an action in a court of competent jurisdiction.

                           ARTICLE VII

                             VESTING


7.1  Deferrals   Benefits attributable to Compensation deferred
     under the terms of this Program shall be nonforfeitable.
     However, such benefits shall not be payable to or for the
     benefit of a Participant until there is a distributable
     event under the  Program.

7.2  Company Contributions  Benefits attributable to Company
     discretionary and matching contributions shall become
     nonforfeitable upon the earlier of the Participant
     completing the Service requirement in the Adoption Agreement
     or upon reaching a distributable event other than
     termination of employment for reasons other than retirement,
     under the Program.  In the event the Participant terminates
     employment with the Company prior to completing the Service
     requirement in the Adoption Agreement or prior to reaching a
     distributable event other than termination of employment for
     reasons other than retirement, benefits attributable to
     Company discretionary and matching contributions shall vest
     in accordance with the schedule elected in the Adoption
     Agreement.

7.3  Trust Assets   Regardless of a Participant's vested status,
     no Participant shall have any vested interest in or claim on
     any assets held under the Trust either before or after the
     Participant attains his or her Benefit Distribution Date.  A
     Participant's vested interest in benefits payable under the
     Program, not the Trust, shall be determined in accordance
     with paragraph 7.1, 7.2 and the election made by the Company
     in the Adoption Agreement.  A Participant's option to state
     an investment preference under paragraph 9.3 hereof shall
     not give a Participant or Beneficiary any ownership right or
     interest in any asset held in the Trust.  Any rights a
     Participant has with respect to benefits shall be determined
     by the Program.

7.4  Credited Service  For purposes of vesting, Credited Service
     shall include all Credited Service as provided at paragraph
     2.4 herein.

                          ARTICLE VIII

                     PROGRAM ADMINISTRATION


8.1  Administrator  The Program shall be administered by the
     individual or committee selected by the Company.  If no
     Administrator is named by the Company or the named
     Administrator has resigned or otherwise cannot perform the
     administrative duties under the Program, the Compensation
     Committee of the Board Of Directors of the Company shall
     serve as Administrator.  If no Compensation Committee
     exists, then the Board of Directors of the Company shall
     serve as the Administrator.  However, in no event shall any
     Participant who sits on the Compensation Committee or Board
     determine the amount of his or her benefit under the
     Program.  The Administrator shall serve at the pleasure of
     the Company who shall have the right to remove the
     Administrator at any time upon 30 days written notice.  The
     Administrator shall have the right to resign upon 30 days
     written notice to the Company.

8.2  Duties Of Administrator  The Administrator shall be
     responsible to perform all administrative functions required
     under the Program.  These duties include but are not limited
     to:

       (a)  Communicating with Participants in connection with their
            rights and benefits under the Program.

       (b)  Reviewing investment preferences received from Participants.

       (c)  Arranging for the payment of taxes (including
            income tax withholding), expenses and benefit
            payments to Participants under the Program.

       (d)  Filing any returns and reports due with respect
            to the Program.

       (e)  Interpreting and construing Program provisions
            and settling claims and domestic relations
            orders in connection with Program benefits.

       (f)  Serving as the Program's designated
            representative for the service of advises,
            reports, claims or legal process.

       (g)  Employing any agents such as accountants,
            auditors, attorneys, actuaries or any other
            professionals it deems necessary in the
            performance of any of its duties.

8.3  Company  The Company has sole responsibility for the
     adoption and maintenance of the Program.  The Company
     through its Board shall have the power and authority to
     appoint the Program's Administrator, Trustee and any other
     professionals as may be required for the administration of
     the Program or the Trust.  The Company shall also have the
     right to remove any individual or party appointed to perform
     administrative, investment, fiduciary or other functions
     under the Program.  The Company may delegate any of its
     powers to the Administrator, a Board Member or any committee
     of the Board.

8.4  Administrative Fees And Expenses  All fees for investment
     and administrative services and all reasonable costs,
     charges and expenses incurred by the Administrator or the
     Trustee in connection with the administration of the Program
     or the Trust shall be paid by the Company.  If such fees,
     costs, charges and/or expenses are not paid by the Company
     within a reasonable period of time from the date on which
     the Company is billed for such fees, costs, charges and/or
     expenses, the Trustee shall be specifically authorized to
     pay the bill from Trust assets.  If the Trust has
     insufficient liquid assets to cover the amount due, the
     Trustee shall have the right to liquidate assets held in the
     Trust to raise cash to pay any amount due.  Notwithstanding
     the foregoing, no compensation other than reimbursement for
     expenses shall be paid to an Administrator who is an
     Employee of the Company.

                           ARTICLE IX

                           TRUST FUND


9.1  Trust  Coincident with the establishment of the Program, the
     Company shall establish a Trust for the purpose of
     accumulating assets which may, but need not be used, by the
     Company to satisfy some or all of its financial obligations
     to provide benefits to Participants under this Program.  All
     assets held in the Trust shall remain the exclusive property
     of the Company and shall be available to pay creditor claims
     of the Company in the event of bankruptcy.  The assets held
     in Trust shall be administered in accordance with the terms
     of the separate trust agreement between the Trustee and the
     Company.

9.2  Unfunded Program   In no event will the assets accumulated
     by the Company in the Trust be construed as creating a
     funded Program under the applicable provisions of ERISA, or
     under the Code, or under the provisions of any other
     applicable statute or regulation.  In this connection, any
     funds set aside by the Company in trust shall be
     administered in accordance with the terms of the Trust.

9.3  Investment Preference If permitted by the Company in the
     Adoption Agreement, Participants shall have the opportunity
     to indicate an investment preference for the investment of
     any Deferrals and Company contributions, if any, made under
     the terms of the Program.  A Participant's investment
     preference shall be communicated to the Administrator by
     completion and delivery to the Administrator of an
     Investment Preference Form.  The Administrator shall review
     the form and may in its sole discretion implement a program
     reflecting the Participant's investment preferences.
     Participants shall indicate their initial investment
     preferences by filing an investment preference form with the
     Administrator prior to the date on which Deferrals commence
     under the terms of the Participant's Deferral Agreement.
     Participants shall have the opportunity to change their
     investment preferences with respect to new Deferrals and/or
     Company contributions or with respect to existing balances
     upon notice to the Administrator as provided in the Adoption
     Agreement.

9.4  Assignment And Alienation  No Participant or Beneficiary of
     a deceased Participant shall have the right to anticipate,
     assign, transfer, sell, mortgage, pledge or hypothecate any
     benefit under this Program.  The Administrator shall not
     recognize any attempt by a third party to attach, garnish or
     levy upon any benefit under the Program except as provided
     by law or under the terms of a domestic relations order as
     described at Code Section 414(p).

                            ARTICLE X

                    AMENDMENT AND TERMINATION


10.1 Amendment   The Company may at any time amend this Program
     without the consent of any Participant or Beneficiary
     hereunder provided that any amendment shall become effective
     on the first day of the Program Year following the date on
     which the amendment is adopted by the Company and that
     Participants and Beneficiaries be notified of such amendment
     not less than 30 days prior to the effective date thereof.
     The notice shall include an explanation of the amendment and
     its effects on the Participant's rights and benefits under
     the Program.  No amendment shall deprive a Participant or
     Beneficiary of any of the benefits which he or she has
     accrued under the Program.

10.2 Termination   Although the Company has established this
     Program with a bona fide intention and expectation to
     maintain the Program indefinitely, the Company may terminate
     or discontinue the Program in whole or in part on the
     earlier of the date on which there is a Change of Control or
     as of the first business day in the Program Year following
     the date on which the Company elects to terminate.  Upon
     Program termination, no further Deferrals or Company
     contributions shall be made except that the Company shall be
     responsible to pay any benefit attributable to Deferrals and
     Company contributions accrued as of the day preceding the
     effective date of termination plus investment earnings and
     less investment losses, taxes and expenses chargeable to the
     Participant's account up to the Benefit Distribution Date.
     The Administrator shall make distribution of the
     Participant's benefit  as of the next Benefit Distribution
     Date.

                           ARTICLE XI

                          MISCELLANEOUS


11.1 Total Agreement  This Program and the executed Adoption
     Agreement, Deferral Agreement, Beneficiary Designation and
     other administration forms shall constitute the total
     agreement or contract between the Company and the
     Participant regarding the Program.  No oral statement
     regarding the Program may be relied upon by the Participant.

11.2 Employment Rights  Neither the establishment of this Program
     nor any modification thereof, nor the creation of any Trust
     or account, nor the payment of any benefits, shall be
     construed as giving a Participant or other person a right to
     employment with the Company or any other legal or equitable
     right against the Company except as provided in the Program.
     In no event shall the terms of employment of any Employee be
     modified or in any way be affected by the Program.

11.3 Governing Law   Construction, validity and administration of
     this Program including the accompanying Adoption Agreement
     and the Trust shall be governed by applicable Federal law
     and applicable state law in which the principal office of
     the Company is located.