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                                                             Exhibit 10(iii)A(d)





                                   APPENDIX C




C.1.     Eligible Individual:       J. Robert Hipps

C.2.     Effective Date:            May 31, 1996

C.3.     Special Provisions:        The following special provisions shall apply
to the Eligible Individual's participation in the Plan.

     (a) As of the  Effective  Date,  the  Eligible  Individual  shall  have his
benefits  determined as if he had ten (10) years of Credited Service for benefit
accrual and vesting purposes under the Plan.

     (b) As of the Effective Date, the Eligible  Individual  shall be treated as
if he had fifteen (15) years of service for purposes of qualifying  for an Early
Retirement  Accrual Pension under Section 3.3 of the Plan, but only for purposes
of qualifying for such benefit.