EXHIBIT 10.13



        RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION
      ON JUNE 28, 1989, WITH RESPECT TO THE PURCHASE OF ANNUITIES TO COVER
        LIABILITIES OF THE CORPORATION UNDER THE SUPPLEMENTAL RETIREMENT
                                  INCOME PLAN


     RESOLVED,  that the proper  officers of the Corporation be, and they hereby
are,  authorized  to purchase an annuity  from an  insurance  company to provide
benefits for active employees under the Supplemental  Retirement  Income Program
resulting from the $200,000 (as indexed) limit on pensionable compensation under
the Retirement Program Plan.