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                                                                 EXHIBIT 10.5(a)

                                   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".