<PAGE>
 
                                                                    Exhibit 10.7


                AMENDMENT TO DIRECTORS' RESTRICTED STOCK PLAN
                           EFFECTIVE FEBRUARY 8, 1996

        "RESOLVED, That effective February 8, 1996, the first sentence of
Section 7 of the Directors' Restricted Stock Option Plan is hereby amended to
read as follows: 'Except as otherwise provided by paragraph b of this Section 7,
Restricted Stock issued under the Plan shall have a Restricted Period beginning
on the Date of Grant or the date of the annual deferral election, whichever is
applicable, and ending, as elected by the Holder, from five to ten years
thereafter or, if later than five years after the Date of Grant or date of the
annual deferral election, whichever is applicable, on the day following the day
the Holder ceases to be a Director of the Company.'

        "RESOLVED FURTHER, That effective February 8, 1996, subparagraph b(i) of
Section 7 of the Directors' Restricted Stock Purchase Plan is hereby amended to 
read as follows: 'The end of the Restricted Period elected by the Holder.'

        "RESOLVED FURTHER, That effective February 8, 1996, the last sentence of
Section 7 of the Directors' Restricted Stock Plan is hereby deleted.

        "RESOLVED FURTHER, That effective February 8, 1996,  Section 7 of the 
Directors' Restricted Stock Plan is hereby amended by adding the following 
provisions at the end thereof:

            "For purposes of Section 5 beginning with the Restricted Stock Award
        for the 12 calendar months prior to the month of the 1996 Annual Meeting
        of Shareholders, and for purposes of the second paragraph of Section 6
        beginning with periods from and after September 1, 1996, the following
        provisions shall apply: In lieu of actually issuing Stock at the time an
        Eligible Director is entitled to receive Restricted Stock as provided
        above, the Company shall credit to an account for such Eligible
        Director (a 'Restricted Stock Unit Account') a number of units
        ('Restricted Stock Units') equal to the number of shares of Restricted
        Stock the Eligible Director would be entitled to receive at such time
        but for the provisions of this paragraph. At the time of each payment of
        cash dividends on Stock, additional Restricted Stock Units (or portions
        thereof) will be credited to the Eligible Director's Restricted Stock
        Unit Account in an amount equal to the number of shares of Stock that
        could be purchased at a price equal to Fair Market Value with an amount
        of cash equal to the cash dividend per share multiplied by the number of
        Restricted Stock Units in the Eligible Director's Restricted Stock Unit
        Account on the dividend record date. Solely for purposes of the
        foregoing sentence, Fair Market Value shall be as defined in Section 2,
        except that closing prices for the 30 consecutive trading days prior to
        the dividend payment date shall be used in the calculation. If giving
        effect to the foregoing would cause the sum of the shares of Restricted
        Stock issued under the Plan and the number of Restricted Stock Units in
        all Restricted Stock Unit Accounts to exceed the number of shares
        authorized under this Plan, the Company shall in lieu of issuing
        Restricted Stock Units thereunder pay Eligible Directors a cash amount
        equal to the cash dividend per share multiplied by the number of
        Restricted Stock Units in the Eligible Director's Restricted Stock
        Account on the dividend record date. At the end of the Restriction
        Period, the Company shall deliver a stock certificate representing a
        number of shares equal to the number of Restricted Stock Units no longer
        subject to forfeiture or other restrictions (other than any restrictive
        legends or stop transfer instructions appropriate under federal or state
        securities laws). The definition of 'Restricted Stock' is amended to
        include references to Restricted Stock Units unless the context
        otherwise requires. The provisions of paragraph c of this Section 7
        insofar as they apply to Restricted Stock represented by Restricted
        Stock Units, shall be as follows:

            c. Restricted Stock represented by Restricted Stock Units in an
            Eligible Director's Restricted Stock Unit Account shall be entirely
            forfeited in the event that during a Restriction Period the Holder
            resigns other than for Good Cause or is dismissed for cause by the
            Board during his or her elected term. Resignation for Good Cause
            shall include resignation for reasons of personal health or health
            of family members, to avoid conflicts of interest, as a result of
            increased family demands or business demands of a directors'
            employer, as a result of accepting government or community service,
            as a result of a change in area of residence or as a result of a
            material increase in the time required or projected to be required
            for service on the Board of Directors of the Company.