EXHIBIT 10.1 Colin L. Slade and James F. Dalton are parties to Change of Control Agreements in the form filed as Exhibit 10(viii) of Form 10-K dated August 18, 1993, SEC File No. 1-4837. Richard H. Wills' Change of Control Agreement is in the same...

                                                                    EXHIBIT 10.1

▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ are parties to Change of Control Agreements
in the form filed as Exhibit 10(viii) of Form 10-K dated August 18, 1993, SEC
File No. 1-4837. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇' Change of Control Agreement is in the same
form except that ▇▇. ▇▇▇▇▇ change of control severance pursuant to Section 5
(iii)(B) would also include three times his targeted bonus under the Annual
Performance Incentive Plan (APIP) for the fiscal year in which notice of
termination is given.