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                                                                  EXHIBIT 10.17B


RESOLVED, that the crediting of contribution credits pursuant to Section 3.1 of
the Phantom Plan shall be suspended effective as of April 1, 1999 (with
appropriate pro-ration of the crediting of contribution credits for the 1999
Plan Year (as defined in Section 1.9 of the Phantom Plan)); such suspension of
the crediting of contribution credits shall remain in effect until the Board of
Directors of the Corporation adopts a resolution approving the resumption of the
crediting of contribution credits pursuant to Section 3.1 of the Phantom Plan
and, subject to the Corporation's rights to terminate, suspend, or amend the
Phantom Plan, the remaining sections of the Phantom Plan shall remain in full
force and effect.