EXHIBIT 99.3



       SECTION 10.04.  Expenses. (a) Except as otherwise provided in this
Section, all costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.

     (b) The Company agrees to pay Buyer in immediately available
funds by wire transfer an amount equal to

         (i) $50,000,000 promptly, but in no event later than two
     business days, after the termination of this Agreement as a
     result of the occurrence of any of the events in (A) Section
     9.01(d)*(ii)* or (B) Section 9.01(e); provided, however, that the
     Company shall not be obligated to pay such amount if immediately
     prior to the time such amount would otherwise be payable, the
     condition set forth in Section 8.03(a) would not have been
     satisfied; or

         (ii) $100,000,000, promptly, but in no event later than two
     business days, after the termination of this Agreement as a
     result of the occurrence of any of the events set forth in
     Section 9.01(h).

     (c) In the event of a termination of this Agreement pursuant to
Section 9.01(d)*(ii)* or Section 9.01(e) when an Acquisition Proposal is
pending, the Company agrees to pay to Buyer in immediately available
funds by wire transfer an amount (in addition to the amounts specified
in Section 10.04(b)(i)) equal to $50,000,000 if, within 12 months of
such termination, the Company shall enter into an agreement providing
for, or there shall be consummated, a transaction which would
constitute an Acquisition Proposal. Such additional amount shall be
paid within two business days of the date such agreement is entered
into or such transaction is consummated, as the case may be.

     (d) Buyer agrees to pay to the Company in immediately available
funds by wire transfer an amount equal to $50,000,000 promptly, but in
no event later than two business days, after the termination of this
Agreement as a result of the occurrence of any of the events set forth
in Section 9.01(d)*(i)*; provided, however, that Buyer shall not be
obligated to pay such amount if immediately prior to the time such
amount would otherwise be payable, the condition set forth in Section
8.02(a) would not have been satisfied.

     SECTION 10.05. Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns;
provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the
consent of the other parties hereto; provided further that Buyer
may

* Corrections between asterisks