EXHIBIT 99-b

For the purpose of complying with the amendments to the rules governing Form S-8
under the Securities Act of 1933, the undersigned Registrant hereby undertakes
as follows, which undertaking shall be incorporated by reference into
Registrant's Registration Statement on Form S-8 No. 2-66776 (1979 Stock Option
Plan and 1982 Amended and Restated Stock Appreciation Rights Plan (now entitled
1988 Amended and Restated Stock Appreciation Rights Plan)):

      (a) That, for purposes of determining any liability under the Securities
          Act of 1933 (the "Act"), each post-effective amendment to this
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and that the
          offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

      (b) To remove from registration by means of a post-effective amendment of
          any of the securities being registered which remain unsold at the
          termination of the offering.

      (c) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 (the "Act") may be permitted to directors,
          officers and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been advised
          that in the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the Act and
          is, therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by
          the Registrant of expenses incurred or paid by a director, officer or
          controlling person of the Registrant in the successful defense of any
          action, suit or proceedings) is asserted by such director, officer or
          controlling person in connection with the securities being registered,
          the Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.