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                                                                      EXHIBIT 13
                           FORM OF ADDITION TO THE
                      COMPANY'S 1988 STOCK BENEFIT PLAN


The following text is to be added to Section 9 of the Plan:

         At the sole discretion of the Committee, and on such terms and
conditions as it deems appropriate, the Committee may provide either by the
terms of an option granted under the Plan or by a resolution adopted prior to
the occurrence of an event described in clauses (x), (y) or (z) above, that
upon such event, such option shall be assumed by the successor corporation, or
a parent or subsidiary thereof, or shall be substituted for by a similar
option, covering the stock of the successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and exercise prices.  In the event that the Committee provides for such
assumption or substitution of options, the assumed or substituted options shall
continue to be subject to their original vesting schedules notwithstanding the
provision for acceleration of vesting set forth above.