RESOLVED, that a new sentence be added to Section 4.3 of the Company's
Long-Term Incentive Plan reading as follows:

           In the event of a Change in Control of the Corporation subsequent to
           shares of Common Stock being allocated to a Participant but prior to
           such shares being granted as Restricted Stock, such shares of Common
           Stock shall be deemed to have been earned by the Participant and
           certificates representing such shares of Common Stock shall be
           delivered to the Participant in accordance with Section 4.8.