Since  its  inception,  the  Variable  Deferred  Compensation  Plan for
Executives (the "Variable Plan") has been amended on three occasions as follows:

         Effective  June 1, 1995,  the  Variable  Plan was amended to include an
additional Earnings Credit Option known as the International Portfolio.

         Effective  January 1, 1997,  the  Variable  Plan was  amended to permit
participants  (i) no later than 12 months prior to the  commencement of benefits
under the Retirement  Distribution  Option,  to change the commencement  date of
and/or the form in which such benefits will be paid, and (ii) to withdraw all or
a portion of the balance credited to their  Distribution  Option Accounts at any
time,  subject  to a  forfeiture  penalty  equal  to 10  percent  of the  amount
withdrawn and a one-year suspension of additional deferrals under the Plan.

         Effective  January  1, 1998,  the  Variable  Plan was again  amended to
include an additional Earnings Credit Option known as the Small Cap Growth Fund.