Exhibit 10.5

AMENDMENT TO
SEAFIELD CAPITAL CORPORATION
1989 STOCK OPTION AND INCENTIVE PLAN

Effective January 20, 1995

RESOLVED, that Section 8 of the Company's 1989 Stock Option and Incentive Plan 
be, and it hereby is, amended by adding thereto the following new section 8.5:

8.5 Subject to the second sentence of this Section 8.5, the Committee may 
change the date as of which any outstanding Restricted Stock Award vests (i.e., 
the date upon which all restrictions on the issuance of Shares pursuant to said
Award lapse). Notwithstanding the foregoing sentence, the Committee may not (a)
change the vesting date of an outstanding Restricted Stock Award to a date 
later than the date set forth in the written instrument evidencing such Award 
without the consent of the holder of such Award, (b) change the final vesting 
date of an outstanding Restricted Stock Award to a date earlier than the first 
anniversary of the date of grant, and (c) make any change respecting the 
vesting of Restricted Stock Awards which has the effect of changing or causing 
the lapse of any restrictions other than those relating only to the passage of 
time.