DIRECTORS' LIFE INSURANCE PROGRAM
                     (Amended June 24, 1988)


     RESOLVED, That the $100,000 life insurance program for
directors be amended to provide a permanent life insurance policy
to be owned by the director subject to availability of coverage for
each individual.

     RESOLVED FURTHER, That the Corporation shall pay the premiums
and a director will be fully vested in the insurance program after
five years of service and, for full years of service less than
five, will receive a proportionally reduced amount of lifetime
insurance.

     RESOLVED FURTHER, That each active director and currently
participating retired director shall have the opportunity to
participate or to decline to participate in the revised program
prior to November 1, 1988.

     RESOLVED FURTHER, That in the event a director or currently
participating retired director shall decline to participate in the
revised program or such coverage is not available, he shall
continue to be covered or not covered in the current program, as
the case may be.

     RESOLVED FURTHER, That the proper officers of the Corporation
be and are hereby authorized to execute and deliver such
instruments and documents, to do all such other acts and things and
to take all such further steps as they shall deem necessary or
advisable or convenient or proper, in order to carry out the intent
of the foregoing resolutions.