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.