EXHIBIT (7)(C)(II)

9.  INDEMNIFICATION.

         (a)  THIRD PARTY ACTIONS.  The corporation shall, to the fullest 
extent permitted by law, indemnify each past, present and future Director 
elected by the stockholders (including persons elected by Directors to fill 
vacancies in the Board of Directors) and each past, present and future
officer elected by the Board of Directors who is made a party to any 
threatened or pending action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation), by reason of his having served as Director or officer, 
against costs, expenses (including attorneys' fees), judgments, fines, 
penalties and amounts paid in settlement, actually and reasonably incurred by 
him in connection with such action, suit or proceeding if he acted in good 
faith in the reasonable belief that the action taken or omitted was in the 
best interests of the corporation or, to the extend that such matter relates 
to service with respect to an employee benefit plan, in the best interests of 
the participants or beneficiaries of such plan, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful. Nothing herein contained is intended to, or shall, prevent a 
settlement by the corporation prior to final adjudication under this By-Law, 
against the corporation when such settlement appears to be in the interest of 
the corporation.

         (b)  DERIVATIVE ACTIONS.  The corporation shall, to the fullest 
extent permitted by law, indemnify each past, present and future Director 
elected by the stockholders (including persons elected by Directors to fill 
vacancies in the Board of Directors) and each past, present and future 
officer elected by the Board of Directors who is made a party to any 
threatened or pending action or suit by or in the right of the corporation to 
procure a judgment in its favor, by reason of having served as Director or 
officer, against costs and expenses (including attorneys' fees) actually and 
reasonable incurred by him in connection with the defense or settlement of 
the action or suit, if he acted in good faith in the reasonable belief that 
the action taken or omitted was in the best interests of the corporation, 
except that no indemnification shall be made in respect of any claim, issue 
or matter as to which he shall have been adjudged to be liable for misconduct 
in the performance of his duty to the corporation or as to which he shall 
have been adjudged to be in violation of federal or state securities laws and 
regulations.

         (c)  DETERMINATION OF PROPER INDEMNIFICATION.  Any indemnification
under subsections (a) or (b) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification is proper in the
circumstances because the Director or officer has met the applicable standards
of conduct set forth in subsections (a) or (b).  Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties defendant to the action, suit or proceeding or
(2) if such a quorum is not obtainable, by a majority vote of stockholders who
were not, as Directors or officer, parties defendant to the action, suit or
proceeding.  No Director or officer of the corporation shall be liable to anyone
for making any determination as to the existence or absence of liability of the
corporation hereunder or for making or refusing to make any payment hereunder in
reliance upon advice of counsel.

         (d)  ADVANCE PAYMENTS.  Costs and expenses (including attorneys' fees)
in 




defending any action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in subsection (c) upon receipt of an
undertaking by or on behalf of the Director or officer to repay the amount
advanced unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Section, which undertaking
may be accepted without reference to the financial ability of such person to
make repayment.

         (e)  ADDITIONAL RIGHTS.  The indemnification provided by this Section
shall not be exclusive of any other rights to which any Director, officer,
employee or agent may be entitled and shall continue as to any person who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of his heirs, executors and administrators.  Each such person shall, by
reason of his continuing such service or accepting such election or employment,
have the right to be reimbursed and indemnified by the corporation, as above set
forth with the same force and effect as if the corporation, to induce him to
continue so to serve or to accept such election or employment, specifically
agreed in writing to reimburse and indemnify him in accordance with the
foregoing provisions of this Section.

         (f)  OFFICERS, EMPLOYEES AND AGENTS.  The corporation may indemnify
past, present and future officers who are not elected by the stockholders,
employees and other agents of the corporation (including persons who serve at
its request as Directors, officers, employees or other agents of another
organization or who serve at its request in any capacity with respect to any
employee benefit plan) as authorized by the Board of Directors.

         (g)  INSURANCE.  The corporation may purchase and maintain insurance
on behalf of any person, indemnified under Section 9 against any liability for
which he would otherwise be entitled to indemnification by the corporation.