Exhibit 10(e)(1)


                        AMENDMENT TO
              EMPLOYEES' EXCESS BENEFITS PLAN D


1.  Effective October 30, 1992, Employees' Excess Benefits
Plan D is revised to delete Section 7.3 in its entirety and
replace it with the following:

    7.3  Prior to his or her retirement date, a Participant
may elect that the value of his or her account be
distributed either in a lump sum at retirement or in annual
installments of any number designated by the Participant up
to, but not more than ten (10) following his or her
retirement, commencing the January 31 of the first calendar
year following such retirement and each January 31
thereafter until he or she has received all installments.
A Participant's election to receive installments must be
made at least one year prior to his or her retirement date.
The Participant's election to receive either a lump sum or
annual installments shall become irrevocable one year prior
to the Participant's retirement date.  In the event the
Participant fails to make such an election, all amounts in
his or her account shall be distributed as a lump sum
distribution as soon as administratively practical after
his or her retirement.

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