EXHIBIT 4.3

     Resolutions adopted by the Board of Directors of the Company on February
29, 2000 designating the Plan as the 1999 Independent Director Share Ownership
Plan and reserving 50,000 shares of Common Stock for grant under it:

               WHEREAS by resolutions adopted on January 19, 1999 and September
          22, 1999 the Board of Directors established a plan for the grant of
          stock options to independent members of the Board of Directors (the
          "Plan");

               NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as
          the 1999 Independent Director Share Ownership Plan; and

               RESOLVED FURTHER that in order to provide flexibility in the
          number of shares to be granted to a new director the Plan is hereby
          amended to permit the issuance under the Plan of such number of shares
          to a new independent director as the Board may deem appropriate (but
          not less than 1,000 shares, or if less, shares having a market value
          of $15,000) provided such grant does not violate the provisions of the
          Plan with regard to the maximum number of shares which may be granted
          under the Plan or to a single director; and

               RESOLVED FURTHER that 50,000 shares of the  Company's $1.00 par
          value Common Stock shall be reserved for issuance under the Plan,
          registered under the Securities Act of 1933 on Form S-8 and listed on
          the New York Stock Exchange; and

               RESOLVED FURTHER that the officers of the Company are authorized
          and directed to take all such action as may be necessary or
          appropriate in order to carry out the intent of these resolutions.