RESOLVED, that the 1994 and 1993 Stock Option
     Plans be, and hereby are, amended by deleting from
     paragraph 8(b), the words, "at any time subsequent
     to the first anniversary of the grant of the
     option", and from paragraph 9, the phrase, ",
     subsequent to the first anniversary of the grant
     of the option,".

          
          RESOLVED, that the 1989 Stock Option Plan be,
     and hereby is, amended by (i) deleting from
     paragraph 8(b), the words, "at any time subsequent
     to the first anniversary of the grant of the
     option"; (ii) inserting at the beginning of
     paragraph 9 the words, "Notwithstanding the
     provisions of paragraph 7 specifying installments
     in which an option shall be exercisable"; (iii)
     inserting before the words "within the last to
     occur of" the phrase, ",as to all shares of Common
     Stock remaining subject to the option,"; and (iv)
     deleting from paragraph 9, all language after the
     words, "original expiration date of the option".

          
               RESOLVED, that the 1986 and 1984 Stock
     Option Plans be, and hereby are, amended by
     inserting the following at the end of paragraph 8:

               "Notwithstanding the provisions of
          paragraph 7 specifying the installments
          in which an option shall be exercisable,
          upon an optionee's actual retirement at
          or after normal retirement date, the
          option shall be exercisable (within the
          time periods set forth in paragraph 9)
          as to all shares of Common Stock
          remaining subject to the option."

     and by amending paragraph 9 to read in its
     entirety as follows:

               "Notwithstanding the provisions of
          paragraph 7 specifying the installments
          in which an option shall be exercisable,
          if an optionee shall die or become
          permanently disabled within the meaning
          of Section 22(e)(3) of the Code, while
          he is employed by the Company or within
          thirty days after the termination of his
          employment (other than termination by
          the Company for cause or voluntarily on
          the part of the optionee and without the
          consent of the Company), such option may
          be exercised, as to all shares of Common
          Stock remaining subject to the option,
          within the later to occur of (a) three
          months after the termination of the
          optionee's employment or (b) 30 days
          after the appointment of a legal
          representative or guardian, but in no
          case more than one year after
          termination of employment and in no case
          after the original expiration date of
          the option."


          RESOLVED, that the 1991 Restricted Stock Plan
     be, and hereby is, amended by deleting from
     Section 5.03 the words, "and any of such events
     shall occur more than one year after the date on
     which a Restricted Stock Bonus Award is granted to
     him".