Exhibit 10.1

              AMENDMENTS TO SUPPLEMENTAL COMPENSATION PLAN
              --------------------------------------------        
                       (Effective July 13, 1995)


Paragraph 9f is hereby amended by adding the following sentence
at the end thereof:

        "Notwithstanding the foregoing sentence, the Compensation
        and Option Committee may in its sole discretion determine
        to credit Employees' deferral accounts with, or make
        other adjustments as a result of, dividend equivalents,
        interest equivalents or other earnings or return on such
        accounts pursuant to Paragraph 10g."

Paragraph 10 is hereby amended by adding the following new
Paragraph 10g at the end thereof:

        "10g.  Deferrals of Awards for 1995 and Subsequent Years.
         Anything in this Plan to the contrary notwithstanding,
         any Employee who elects to defer all or part of an award
         of supplemental compensation for 1995 or subsequent
         years under the Plan may, in the manner and to the
         extent determined by the Compensation and Option
         Committee, select one or more investment options
         permitted by such Committee solely for the purpose of
         accounting for the deferred amount as if it had been
         invested in such investment(s).  No actual investment
         shall be made on behalf of such Employees.  The
         Compensation and Option Committee shall determine the
         manner and extent to which Employees' deferral accounts
         shall be credited with, or otherwise adjusted to
         reflect, dividend equivalents, interest equivalents or
         other earnings or return which would have been earned on
         such accounts had they been so invested and the method
         of valuing such accounts.  Unless otherwise determined
         by the Committee, deferrals of supplemental compensation
         for 1995 and subsequent years shall be made under, and
         governed by the provisions of, the Company's Deferred
         Compensation Plan and are payable only in cash.  In no
         event shall the Reserve be debited as a result of such
         deferrals; provided, however, that all awards of
         supplemental compensation made under this Plan shall be
         debited to such Reserve, notwithstanding any such
         deferrals made with respect to such awards."


Rule 13 is hereby amended by adding the following new paragraph 7
at the end thereof: 

         "7.  Mandatory Deferrals of Awards for 1995 and
         Subsequent Years.  Notwithstanding anything contained in
         this Rule 13 to the contrary, unless otherwise
         determined by the Compensation and Option Committee, (i)
         Deferred Amounts relating to awards of supplemental
         compensation for 1995 and subsequent years shall be
         accounted for, on a book entry basis, as if they had
         been invested in one or more investment options
         available as the measuring mechanism under the Deferred
         Compensation Plan and selected by the Compensation and
         Option Committee for the particular deferral and (ii)
         the related deferral accounts shall be credited with, or
         otherwise adjusted to reflect, dividend equivalents,
         interest equivalents or other earnings or return on such
         accounts in the manner determined pursuant to Paragraph
         10g of the Plan."     

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