Exhibit 10(d)

PLAN TERMINATED IN 1996 TO ALL PARTICIPANTS EXCEPT:
Harry L. Kavetas and Jill S. Ruckelshaus

Retirement Plan for Directors

Directors, who are not employees of the Corporation or any of its
subsidiaries, are eligible for retirement benefits.  The annual
benefits payable to a director is equal to 10% of the director's
retainer paid during the last year he/she was a director
multiplied by the number of years of service (with a maximum of
10 years).  Individuals who were directors on January 1, 1987,
were given credit for all years of past service.  The benefit is
payable either in a single lump sum or monthly beginning at the
later of age 65 or when the director retires from the
Corporation's Board.  In the event of a director's death prior to
the commencement of retirement benefits, a death benefit is paid
to a beneficiary.

The director must sign an election agreement indicating the
form of payment.

February 1991