EXHIBIT 10.24


                            BONUS EXCHANGE PROGRAM


At the discretion of the Compensation and Human Resources Committee of the Board
of Directors, in any year, Executive Officers may elect to forego cash payment
of all of part of an earned Annual Incentive and receive instead options to
purchase Company stock.  The Committee believes that this election opportunity
provides an excellent vehicle for expanding Executive Officer's stock ownership
and identification with shareholder interests, which serves to further encourage
management's commitment to long-term performance of the Company.  To promote
conversion elections and in recognition of the associated market risk and
deferral of economic benefit, conversion is based on a formula approved by the
Committee that employs a greater multiple as higher percentages of Incentive are
converted.