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                                                                 EXHIBIT 10-D(5)



              FIFTH AMENDMENT TO 1977 INCENTIVE STOCK OPTION PLAN
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     The following language is added to the end of Section 7 of the
Corporation's 1977 Incentive Stock Option Plan ("Plan"), effective December 11,
1995:

      Appropriate provision shall be made for all taxes the Corporation
      determines to be required to be withheld in connection with the
      exercise of any option or stock appreciation right under the laws
      or other regulations of any governmental authority, whether
      Federal, state, or local and whether domestic or foreign.  In the
      event than an optionee is required to pay to the Corporation any
      amount to be withheld in connection with the exercise of an
      option, the optionee may satisfy such obligation, in whole or in
      part, by electing to have the Corporation withhold a portion of
      the shares of stock to be received upon the exercise of the
      option, otherwise issuable to the optionee upon such exercise,
      having a value equal to the amount to be withheld (or such portion
      thereof as the optionee may elect).  The value of the shares to be
      withheld shall be their fair market value on the date that the
      amount of tax to be withheld is to be determined (the "Tax Date").
      Such "fair market value" shall be the mean between the highest
      and lowest prices of a share of the Corporation's Common Stock, as
      reported on the Consolidated Transactions Reporting System, or its
      equivalent successor, for the Tax Date.

      Any election by an optionee to have shares withheld under this
      Section 7 shall be subject to such terms and conditions as the
      Committee may specify, and to the following restrictions:

            (i)  the election shall be
                 irrevocable;

            (ii) the election shall be subject,
                 in whole or in part, to the approval of the
                 Committee and to such rules as it may
                 adopt;

            (iii) in the case of an optionee
                 subject to the provisions of Section 16(b)
                 of the Securities Exchange Act of 1934, as
                 amended and in effect at the time, the
                 election must be made either (a) not less
                 than six months prior to the Tax Date, or
                 (b) during the period beginning on the
                 third business day following the date of
                 release for publication of the
                 Corporation's quarterly or annual summary
                 statements of sales and earnings and ending
                 on the twelfth business day following such
                 date.