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                                                                   Exhibit 10.11


SUMMARY DESCRIPTION OF THE AMENDMENT TO THE INCENTIVE PLAN

The following summarizes the material terms of the Amendment to the Incentive
Plan effective as of January 28, 1997.

     INDIVIDUAL AWARD LIMIT. In order to possibly exempt future awards from the
tax deductibility limitations of Code Section 162(m), the Amendment to the
Incentive Plan provides that no more than one hundred thousand (100,000) shares
under Option may be granted to any participant in any one fiscal year and that
no more than fifty thousand (50,000) shares will be paid out under any
Performance Share or Performance Unit award in any one fiscal year, to any
Participant. This Amendment to the Incentive Plan does not authorize any
additional shares for issuance under the Incentive Plan. Further this Amendment
is not intended to increase future award sizes or otherwise alter the Nominating
Compensation Committee's (the "Committee's") general practices in determining
award sizes.

     MINIMUM VESTING PERIOD. As a result of recent revisions to Section 16 of
the Securities Exchange Act of 1934, the minimum six-month vesting requirement
on Options, Restricted Stock Units, Performance Units, and Performance Shares
has been removed. Although removal of this provision is not intended to change
the Committee's practice in establishing vesting schedules of awards, this
provision will allow the Committee greater flexibility in designing future
awards.

     PERFORMANCE MEASURES. The Performance Measures on which awards qualifying
for an exemption under Section 162(m) are based shall be chosen from among the
following: return on equity, earnings per share, operating cash flow, gross
revenue, income before taxes, net income, return on revenue, and stock price
appreciation. Although this provision is not intended to change the Committee's
practice in establishing certain performance vesting requirements, this
provision will allow the Committee flexibility in establishing performance goals
while maintaining an exemption to the tax deductibility limitations imposed by
Section 162(m).