Exhibit 10.14


                                 Amendment No. 1
                                     to the
                 Amended and Restated 1991 Equity Incentive Plan


         1. Section 13 of the 1991 Equity  Incentive Plan (the "Plan") is hereby
amended in its entirety to read as follows:

                  13.      Withholding.

                     Whenever  the  Company  proposes or is required to issue or
                  transfer  shares of Class A Stock under the Plan,  the Company
                  shall have the right to require the  recipient to remit to the
                  Company an amount sufficient to satisfy any federal,  state or
                  local  withholding tax  requirements  prior to the delivery of
                  any  certificate  for  such  shares.  If  and  to  the  extent
                  authorized  by the  Committee,  in its  sole  discretion,  the
                  Committee  may require an optionee or permit an  optionee,  by
                  means of a form of election to be prescribed by the Committee,
                  to have  shares  of  Class  A Stock  that  are  acquired  upon
                  exercise  of an Option  withheld  by the  Company or to tender
                  other  shares  of  Class A Stock or  other  securities  of the
                  Company  owned by the  optionee  to the Company at the time of
                  exercise  of an  Option to pay the  amount  of tax that  would
                  otherwise  be required by law to be withheld by the Company as
                  a result of any  exercise  of an  Option.  Any  securities  so
                  withheld or tendered will be valued by the Committee as of the
                  date of exercise.

         2. Section 14 of the Plan is hereby  amended in its entirety to read as
follows:

                  14.      Non-Assignability.

                     (a)  Incentive  Stock  Options.   No  Option  which  is  an
                  Incentive  Stock Option shall be assignable or transferable by
                  the optionee  otherwise than by will or by the laws of descent
                  and distribution and during the lifetime of the optionee, such
                  Incentive  Stock  Option  shall  be  exercisable  only  by the
                  optionee or by his guardian or legal representative.

                     (b)  Nonqualified  Stock  Options.  No  Option  which  is a
                  Nonqualified  Stock Option shall be assignable or transferable
                  by the  optionee  except by will or by the laws of descent and
                  distribution  or by such  other  means  as the  Committee  may
                  approve,  unless such means would be  prohibited by Rule 16b-3
                  under the Exchange  Act.  During the life of the optionee such
                  Nonqualified  Stock Option shall be  exercisable  only by such
                  person or by such person's  guardian or legal  representative.
                  Notwithstanding  the  restrictions  set  forth  above  in this
                  Section  14(b),  the Committee or its designee  shall have the
                  authority, in its sole discretion, to grant (or to sanction by
                  way of  amendment  of an existing  grant)  Nonqualified  Stock
                  Options that may be  transferred  by the  optionee  during his
                  lifetime to any "family  member" of the optionee,  which shall
                  include a child, stepchild,  grandchild,  parent,  stepparent,
                  grandparent,  spouse, former spouse, siblings,  niece, nephew,
                  mother-in-law,   father-in-law,  son-in-law,  daughter-in-law,

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                  brother-in-law    or   sister-in-law,    including    adoptive
                  relationships,  any person  sharing the  optionee's  household
                  (other  than a tenant  or  employee),  a trust in which  these
                  persons  have  more  than 50% of the  beneficial  interest,  a
                  foundation in which these  persons (or the  optionee)  control
                  the management of assets,  and any other entity in which these
                  persons  (or the  optionee)  own more  than 50% of the  voting
                  interests. No Nonqualified Stock Option may be transferred for
                  value.  The following  transfers are not prohibited  transfers
                  for value: (i) a transfer under a domestic  relations order in
                  settlement of marital property rights;  and (ii) a transfer to
                  an entity in which more than 50% of the voting  interests  are
                  owned by family  members (or the  optionee) in exchange for an
                  interest in that entity.  In the case of a grant,  the written
                  documentation  containing  the  terms and  conditions  of such
                  Nonqualified Stock Option shall state that it is transferable,
                  and in the case of an  amendment  to an existing  grant,  such
                  amendment  shall be in writing.  A  Nonqualified  Stock Option
                  transferred as  contemplated  in this Section 14(b) may not be
                  subsequently   transferred  by  the  transferee   (except  for
                  transfers back to the original optionee) except by will or the
                  laws of descent  and  distribution  and shall  continue  to be
                  governed  by and subject to the terms and  limitations  of the
                  Plan and the relevant  grant.  However,  the  Committee or its
                  designee, in its sole discretion at the time that the transfer
                  is  approved,  may  alter the  terms  and  limitations  of the
                  relevant  grant  and  establish  such  additional   terms  and
                  conditions as it shall deem appropriate.



Date of Adoption by the Board of  Directors - December 14, 1991
Date of Approval of  Shareholders - May 4, 1992
Date of Amendment and Restatement by Stock Option Committee - April 12, 1995
Date of Amendment No. 1 by Stock Option  Committee -- May 5, 1999