EXHIBIT 4.2


     Resolutions adopted by the Board of Directors of the Company on September
27, 1999 amending the Plan to limit the number of shares which may be issued
under the Plan to a single director and to limit the total number of shares
which may be issued under the Plan:

               RESOLVED that the Company plan with regard to ownership of
          Company stock by members of the Board of Directors adopted at a
          meeting of the Board on January 19, 1999 is hereby amended to provide
          that (i) no single officer or director may acquire under the plan more
          than one percent (1%) of the shares of the Company's Common Stock
          outstanding on the date of adoption of that policy; and (ii) together
          with all other plans of the Company (other than plans for which
          shareholder approval is not required under subsections (1) and (3) of
          Section 312.03 of the Listed Company Manual of the New York Stock
          Exchange) the plan shall not permit the issuance of more than five
          percent (5%) of the Company's Common Stock outstanding on the date the
          policy was adopted.