1)   Revise Plan to effectuate extension for another 24 month period beginning
     April 1, 1997.

2)   Revise paragraph 9.c. of the Plan to read in its entirety as follows:

          If a Participant retires or his employment is terminated for any
     reason other than death during an Offering, no payroll deduction will be
     made from any Compensation owing to him at the time of his retirement and
     the balance in his account will be paid to him or, at his election, be used
     to purchase stock as provided in paragraph 8. If a Participant's elects to
     receive cash in lieu of stock the Company will pay to the Participant the
     balance, if any, in his account within 30 days after termination of
     employment.