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                                                                     EXHIBIT 4.6
                                   RESOLUTION
                                     OF THE
                               BOARD OF DIRECTORS
                                December 18, 2000




     WHEREAS, pursuant to Article IX, Section 2 of the Company's 1994 Incentive
Plan (the "Plan") the Board desires to amend the Plan in certain respects;

     NOW THEREFORE, BE IT RESOLVED, that the following Section 4 be, and it
hereby is, added to Article III of the Plan:


          "4. Restricted Stock Units. The Committee may also, in its discretion,
authorize the granting of Restricted Stock Units to such eligible persons as may
be selected by the Committee (a "Grantee"). Each such grant may utilize any or
all of the authorizations and shall be subject to all of the requirements
contained in the following provisions:

          (a)  Each such grant shall constitute the agreement by the Company to
               deliver Common Stock to the Grantee in the future in
               consideration of the performance of services by the Grantee, but
               subject to the fulfillment of such conditions, if any, as the
               Committee may specify.

          (b)  Each such grant may be made without additional consideration or
               in consideration of a payment by the Grantee that is less that
               the Fair Market Value per share of Common Stock at the date of
               grant.

          (c)  For the purposes of this Section 4, the term "Vesting Period"
               shall mean the period, if any, specified in the Agreement
               pertaining to any Restricted Stock Unit or Units between the date
               of issuance of such Units (or a portion thereof) and the date on
               which Common Stock is issuable pursuant thereto. Each such grant
               of Restricted Stock Units shall be subject to a Vesting Period of
               not less than one (1) year, as determined by the Committee at the
               date of grant, and shall provide for the early lapse and
               termination of such Vesting Period upon a Change in Control as
               provided in Article IX, Section 8 of this Plan. Unless otherwise
               determined by the Committee at the time of grant of any
               Restricted Stock Unit, if the employment by the Company or any of
               its subsidiaries of the Grantee thereof terminates by reason of
               retirement on or after age 65 (or prior to such age with the
               consent of the Committee), Disability or death, the Vesting
               Period applicable to such

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               Restricted Stock Unit shall be deemed, as of the date of such
               termination, to be terminated. In the event that a Grantee ceases
               to be an employee of the Company or one of its subsidiaries for
               reasons other than retirement on or after age 65 (or prior to
               such age with the consent of the Committee), death or Disability,
               any of such Grantee's Restricted Stock Units for which the
               Vesting Period has not expired, lapsed or been terminated shall
               be forfeited.

          (d)  At the time of any grant of Restricted Stock Units, the
               Committee, in its discretion, may authorize the Grantee to defer
               the receipt of Common Stock with respect to any Unit for which
               the Vesting Period has expired, lapsed or been terminated for
               such period or periods as may be specified by the Committee and
               set forth in the related Agreement.

          (e)  The Grantee shall have no right to transfer any rights under his
               or her award or Restricted Stock Units and, unless and until
               Common Stock has been issued to the Grantee pursuant to a
               Restricted Stock Unit, shall have no rights of ownership in the
               Common Stock subject to such Restricted Stock Units and shall
               have no right to vote such stock, but the Committee may, at or
               after the date of grant, authorize the payment of dividend
               equivalents on such Common Stock on either a current or deferred
               or contingent basis, either in cash or in additional shares of
               Common Stock.

          (f)  Each grant or sale of Restricted Stock Units shall be evidenced
               by an Agreement executed on behalf of the Company by any officer
               and delivered to and accepted by the Grantee and shall contain
               such terms and provisions, consistent with the Plan, as the
               Committee, may approve."


          RESOLVED FURTHER, that Article IX, Section 8(a)(1) of the Plan shall
be amended by (i) the addition of the following clause (vi); "(vi) the Vesting
Period applicable to any Restricted Stock Unit shall lapse;" and (ii) the
present clause (vi) of Section 8(a)(1) of the Plan shall be renumbered "(vii)".

          RESOLVED FURTHER, that Article IX, Section 8(a)(2) of the Plan shall
be amended by adding to clause (iii) thereof the words "Restricted Stock Units".