Exhibit 10.2

Amendment of Executive Bonus Program

     WHEREAS, the Company's Executive Bonus Program (the "Bonus
Program") provides for certain payments to be made to participants
upon the occurrence of a "Qualifying Event" (such as termination
without cause, constructive termination or termination of
participation in the Executive Bonus Program) during the year in
which a Change in Control (as defined in the Bonus Program) occurs;
and

     WHEREAS, this Committee, which has authority to amend the
Bonus Program, deems it advisable to amend the Bonus Program to
provide for the new Change in Control definition contained in the
1998 [Stock Incentive] Plan to be applicable to the Bonus Program,
effective on the first day of the year following the year in which
the Acquisition is consummated (so that the original Change in
Control definition is applicable for the year in which the
Acquisition is consummated, and thereafter the new Change in
Control provision will be applicable);

     NOW THEREFORE, BE IT RESOLVED, that pursuant to Section 6 of
the Company's Executive Bonus Program (the "Bonus Program"), the
definition of "Change in Control" contained in Section 5 of the
Bonus Program be and hereby is amended, effective on the first day
of the year following the year in which the Acquisition is
consummated, to be the same as the new definition of "Change in
Control" contained in Section IX(c) of the 1998 Plan.