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.