EXHIBIT 10.25


February 24, 1988:

             RESOLVED, that the proper officers of the 
     Corporation be, and they hereby are, authorized to 
     purchase annuities from an insurance company to be 
     selected by the Chief Financial Officer to cover 
     current accrued benefits for retired employees who are 
     participants in either the Equalization Benefit Plan 
     ("EBP") or Supplemental Retirement Income Plan ("SRIP") 
     and to cover only EBP benefits for active employees 
     (with additional annuities to be purchased upon such 
     employees' retirement to provide SRIP benefits and
     additional annuities to be purchased from time to time 
     to cover EBP benefits which hereafter accrue); and be 
     it further

             RESOLVED, that the proper officers of the 
     Corporation be, and they hereby are, authorized to 
     withdraw funds currently in the Grantor Trust 
     established in connection with the EBP and the SRIP; 
     and be it further

             RESOLVED, that the proper officers of the 
     Corporation be, and they hereby are, authorized to 
     amend Article Thirteenth of the Grantor Trust Agreement 
     with Manufacturers Hanover Trust Company to allow the 
     withdrawal of funds by the Corporation; and be it 
     further

             RESOLVED, that the proper officers of the 
     Corporation be, and they hereby are, authorized to 
     make cash payments to participants, in amounts to be 
     determined by the Chief Financial Officer, to enable 
     such participants to meet their tax obligations created  
     by the purchase of annuities; and be it further

             RESOLVED, that the proper officers of this 
     Corporation be, and they hereby are, authorized to 
     execute or cause to be executed such documents and 
     other writings, and to take or do or cause to be taken 
     or done such other actions or things, as may be 
     necessary or desirable to effectuate the purposes and 
     intent of the foregoing resolutions.