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                                                                     EXHIBIT 4.3
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                                    THE PLAN

         The text of the Plan consists of the following questions and answers:

PURPOSE
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1.       What is the purpose of the Plan?

         The purpose of the Plan is to provide stockholders with a convenient
and simple method of investing in additional shares of Common Stock without fees
of any kind. The shares acquired under the Plan will be purchased by the Agent
(as hereinafter defined) either from the Corporation, in the market or from
private sources. To the extent shares are sold by the Corporation, the Plan will
provide additional funds to the Corporation. The Corporation intends to add the
proceeds of such sales to the general funds of the Corporation for general
corporate purposes.

ADVANTAGES
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2.       What are the advantages of the Plan?

         A participant in the Plan may have cash dividends on all or less than
all shares of Common Stock automatically reinvested, or may invest in additional
shares of Common Stock by making optional cash purchases ("optional payments")
of a minimum of $10 per payment and up to $10,000 per calendar quarter.
Participants in the Plan pay no brokerage fee or service charge in connection
with purchases under the Plan. Funds are fully invested through the purchase of
fractions of shares, as well as full shares, and proportionate cash dividends on
fractions of shares will be used to purchase additional shares. Participants may
avoid the necessity of safekeeping their certificates for shares credited to
their accounts by leaving the shares with the Agent. A statement of account will
be provided to you after each quarterly investment and each optional cash
investment.

ADMINISTRATION
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3.       Who will administer the Plan?

         American Stock Transfer & Trust Company (the "Agent"), will administer
the Plan, keep records, send statements of account activity to participants and
perform other duties related to the Plan. Certificates for shares purchased
under the Plan will be held in safekeeping by the Agent in the Agent's name or
in the Agent's nominee's name unless a participant requests delivery of
certificates for some or all of his or her shares. Participants may contact the
Agent by writing to American Stock Transfer & Trust Company, 40 Wall Street,
46th Floor, New York, New York 10005, Attention: Dividend Reinvestment, or by
telephoning the Agent at 1-800-278-4353.

PARTICIPATION
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4.       Who is eligible to participate?

         You are an eligible holder of Common Stock ("Eligible Stockholder") and
may therefore participate in the Plan if you qualify as either one of the
following: (a) you are a stockholder whose shares of Common Stock are registered
on the stock transfer books of the Corporation in your name (a "Registered
Owner") or (b) you are a stockholder who has beneficial ownership of shares of
Common Stock (a "Beneficial Owner") that are registered in a name other than
your own, such as in the name of a broker, a bank nominee or trustee. While a
Registered Owner may participate in the Plan directly, a


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Beneficial Owner must either become a Registered Owner, by having such shares
transferred into his or her own name, or must make arrangements with his or her
broker, bank nominee or trustee to participate in the Plan on his or her behalf.

         Your right to participate in the Plan is not transferable apart from a
transfer of your underlying Common Stock to another person.

         You or, if appropriate, your broker, bank nominee or trustee must
supply the Agent with your valid social security number or taxpayer
identification number in order to be eligible to participate.

5.       How does an Eligible Stockholder participate and when is participation
effective?

         A holder of record may join the Plan at any time by signing the
Authorization Card which accompanies this Prospectus and returning it to the
Agent. An additional Authorization Card may be obtained at any time by written
request to the Agent. A shareholder electing to join the Plan may participate
with respect to any number of shares owned of record.

         Reinvestment of dividends commences with the first dividend paid after
such stockholder joins the Plan, provided that an Authorization Card is received
from such stockholder by the Agent before the record date for such dividend.
Participation will begin with the next relevant Investment Date (see answer to
Question 8 below) following receipt by the Agent of the Authorization Card for
optional payments.

6.       When and in what amounts may optional payments be made?

         A participant may at any time make optional payments of a minimum of
$10 per payment and up to a maximum of $10,000 per calendar quarter. Since no
interest is paid, participants may wish to send optional payments so as to reach
the Agent shortly before an Investment Date for optional payments (see answer to
Question 8 below). A participant may make an optional payment upon joining the
Plan by enclosing a check or money order (payable in United States dollars to
"American Stock Transfer & Trust Company, Agent") with the Authorization Card.
Thereafter, optional payments may be made by such a participant through the use
of a cash payment form which will be attached to each statement of account.

PURCHASES AND PRICE OF SHARES
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7.       How will the price of shares purchased under the Plan be determined?

         The Agent will purchase the shares from the Corporation to the extent
the Corporation makes shares available. The Agent will purchase any other shares
required for the Plan in the market or from private sources. The price of shares
purchased from the Corporation will be the average of the high and low sales
prices of the Common Stock on the relevant Investment Date as reported on the
New York Stock Exchange consolidated tape. The price of shares purchased in the
market or from private sources will be the average cost of all shares so
purchased with respect to the relevant Investment Date (see answers to Questions
8 and 9 below).

8.       When is the Investment Date?

         In any calendar month in which a cash dividend is payable, the
Investment Date will be the dividend payment date if a business day; if not a
business day, the Investment Date will be the next succeeding business day.

         In all other calendar months, the Investment Date will be the tenth day
of that month if a business day; if not a business day, the Investment Date will
be the next succeeding business day. The first Investment Date will be May 10,
1995.

         No shares will be purchased with optional payments in the thirty (30)
day period preceding any dividend payment date until the Common Stock is traded
ex-dividend.


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9.       How many shares will be purchased for participants?

         The number of shares to be purchased for a participant will depend on
the amount of the participant's dividend or optional payment or both and the
price of the shares. Each participant's account will be credited with the number
of shares, including fractions to three decimal places, equal to the total of a
participant's funds available for investment, divided by the purchase price
described in the answer to Question 7 above.

10.      When will the shares be purchased?

         Shares acquired from the Corporation will be purchased for the accounts
of the participants as of the close of business on the relevant Investment Date.
Shares acquired in the market or from private sources will be purchased promptly
by the Agent and in no event later than thirty days after a relevant Investment
Date. Except where necessary under any applicable federal securities law, these
purchases may be made on any securities exchange where such shares are traded,
in the over-the-counter market or by negotiated transactions, and are subject to
such terms and conditions, including price and delivery, to which the Agent may
agree. Dividends and voting rights will commence upon settlement, which will
normally be three business days after the purchase, whether from the Corporation
or any other source. For the purpose of making purchases, the Agent will
commingle each participant's funds with those of all other participants.

REPORTS TO PARTICIPANTS
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11.      What kind of reports will be sent to participants in the Plan?

         After each purchase, each participant will receive a statement of
cumulative investments for the year, including share price for tax purposes. In
addition, each participant will receive, from time to time, copies of all
communications sent to every other stockholder.

CERTIFICATES FOR SHARES
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12.      Will certificates be issued for shares purchased?

         Certificates for shares purchased under the Plan will be held in
safekeeping by the Agent in its name or the Agent's nominee's name. The number
of shares (including fractional interests) held for each participant will be
shown on each statement of account. No fractional share certificates will be
issued. Certificates for any number of whole shares credited to any account will
be delivered to a participant upon written request to the Agent. Any remaining
full or fractional shares will continue to be credited to the account.

WITHDRAWALS
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13.      How does a participant withdraw from the Plan and how are shares
distributed upon withdrawal?

         A participant may withdraw from the Plan at any time by written notice
to the Agent. Upon withdrawal from the Plan, certificates for whole shares held
for a participant will be sent to the participant with a cash payment for any
fraction of a share being held. Fractions of shares will be valued at the
closing market price of the Common Stock as reported on the New York Stock
Exchange consolidated tape on the date the withdrawal is effective, less any
applicable stock transfer tax.

14.      When does a withdrawal from the Plan become effective?

         Withdrawal is normally effective when notice is received by the Agent.
However, if the notice of withdrawal is received after a dividend record date
and before the related dividend payment date, the withdrawal will be effective
after that dividend payment date. The dividend paid on that date and any
optional payment will be invested under the Plan. The


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withdrawal will be processed after the participant's account has been credited
with the shares purchased. When a participant withdraws from the Plan, or upon
termination of the Plan by the Corporation, certificates for whole shares
credited to the participant's account under the Plan will be issued to the
participant and a cash payment will be made for any fraction of a share based on
the valuation as described in the answer to Question 13 above.

15.      May a participant request return of an optional payment?

         Any optional payment not already invested will be refunded upon the
participant's written request received by the Agent at least 48 hours prior to
the relevant Investment Date.

RESALE RESTRICTIONS
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16.      Are employees restricted in any way from reselling Common Stock
acquired under the Plan?

         Some employees are so restricted. Employees who are "affiliates" of the
Corporation, as that term is defined in Rule 405 promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), may not publicly re-offer shares acquired under
the Plan except pursuant to Rule 144 of the Securities Act or pursuant to an
effective registration statement. Rule 405 defines an "affiliate" as a person
who, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or under common control with the Corporation. Directors and
certain officers of the Corporation may be "affiliates" of the Corporation under
this definition. The Corporation has no present intention of filing a
registration statement which would permit the Corporation's "affiliates" to
re-offer Common Stock acquired under the Plan other than pursuant to Rule 144 of
the Securities Act.

         Provided that employees who are not affiliates of the Corporation
comply with all relevant federal and state securities laws and regulations, they
are free to sell, at any time, the Common Stock acquired under the Plan.

         Directors and certain executive officers of the Corporation
participating in the Plan are subject to the reporting obligations of Section
16(a) and the short-swing profit recovery provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), with respect
to purchases of Common Stock made under the Plan with optional cash payments.
While such directors and officers are not subject to the short-swing profit
recovery provisions of Section 16(b) of the Exchange Act with respect to
purchases of Common Stock made under the Plan with reinvested dividends, such
purchases must be disclosed on annual reports filed pursuant to Section 16(a) of
the Exchange Act.

LIMITATIONS ON PARTICIPATION
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17.      Are there limitations on participation in the Plan other than those
described above?

         The Corporation reserves the right to limit participation in the Plan
for any reason, even if a stockholder is otherwise eligible to participate. Some
stockholders may be residents of jurisdictions in which the Corporation
determines that it may not legally or economically offer its shares under the
Plan, and accordingly residents of such jurisdictions may be precluded from
participating in the Plan. The Corporation has no present plans to limit
participation in the Plan by any stockholder of record for reasons other than
those set forth above, but it reserves such right in the event that it
determines in its sole discretion that such limitation may be in the best
interests of the Corporation.

TAX CONSEQUENCES
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18.      What are the federal income tax consequences of participation in the
Plan?

         The amount of cash dividends paid by the Corporation must be included
in income even though reinvested under the Plan. The cost basis for federal
income tax purposes of any shares acquired through the Plan will be the price at
which the shares are purchased by the Agent for the account of the participant.
That is, (a) for shares purchased from the Corporation, the average of the high
and low sales prices for the shares on the relevant Investment Date as reported
on the


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New York Stock Exchange consolidated tape, or (b) for shares purchased in the
market or from private sources, the average cost of all shares so purchased with
respect to the relevant Investment Date. In connection with market purchases,
brokerage commissions paid by the Corporation on a participant's behalf are to
be treated as distributions subject to income tax in the same manner as
dividends, and such amounts will be included in the cost basis of shares
purchased. The information return sent to participants and the IRS at year-end
will show such amounts paid on behalf of participants.

         A participant will realize gain or loss when shares are sold or
exchanged after withdrawal from, or termination of, the Plan and, in the case of
a fractional share, when the participant receives a cash payment for a fraction
of a share credited to his or her account. The amount of such gain or loss will
be the difference between the amount that the participant receives for the
shares or fraction of a share and the tax basis therein. Gain will be long term
if the participant's holding period for the shares exceeds one year. The holding
period for shares acquired pursuant to the Plan will begin on the day following
the Investment Date.

         The Corporation believes the foregoing is an accurate summary of the
tax consequences of participation in the Plan as of the date of this Prospectus,
but participants should consult with their own advisers for advice applicable to
their particular situations.

SALE OF PLAN SHARES
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19.      When and how may a participant sell shares held in this Plan?

         Any participant, including a participant who is withdrawing from the
Plan, may sell some or all of his or her shares in the Plan in the market
through the participant's broker. If a participant elects to sell through a
broker, he or she must first request the Agent to send the participant a
certificate or certificates representing the requested number of shares in the
Plan credited to the participant's account. As soon as practicable after receipt
of such request, the Agent will issue a certificate or certificates representing
such number of shares to the participant in his or her name as it appears in the
participant's Plan account, unless other instructions are provided in writing.

         A participant who wishes to sell some or all of his or her shares in
the Plan should be aware of the risk that the price of the Common Stock may
decrease between the time that the participant determines to sell shares in the
Plan and the time that the sale is completed. This risk is borne solely by the
participant.

MISCELLANEOUS
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20.      What happens if a participant sells or transfers all the shares held of
record in the participant's name?

         A participant may continue to reinvest cash dividends on shares held
under the Plan even though all shares held of record in the participant's name
have been sold or transferred.

21.      What happens if the Corporation declares a stock split, stock dividend 
or makes a rights offering?

         Any stock dividends or split shares distributed by the Corporation on
shares credited to a participant's Plan account will be added to the account.
Stock dividends or split shares distributed on shares registered in a
participant's name will be mailed directly to the participant in the same manner
as to shareholders who are not participating in the Plan.

         In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned (that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the account).

22.      How will shares be voted at shareholders' meetings?


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         Shares held in a dividend reinvestment account may be voted in person
or by the same proxy sent for the shares registered in the participant's own
name. If no shares are registered in a participant's name, a proxy will be sent
for any whole shares held under the Plan. Shares held pursuant to the Plan for
which no proxy is received will not be voted.

23.      Are there limitations on the liabilities of the Corporation and the 
Agent under the Plan?

         Neither the Corporation nor the Agent will be liable in administering
the Plan for any act done in good faith nor for any good faith omission to act,
including, without limitation, any claim of liability arising from failure to
terminate a participant's account upon such a participant's death or with
respect to the prices, or times at which, or sources from which, shares are
purchased for participants.

24.      May the Plan be changed or terminated?

         The Corporation may suspend, modify or terminate the Plan at any time.
Notice of such suspension, modification or termination will be sent to all
participants. No such event will affect any shares then credited to a
participant's account.

25.      Who bears the risk of market price fluctuations in the Common Stock?

         A participant's investment in shares acquired under the Plan is no
different from an investment in any equity security purchased and held directly.
The participant bears the risk of loss and realizes the benefits of any gain
from market price changes with respect to all such shares held by him or her in
the Plan or otherwise. However, because purchase prices for shares purchased
under the Plan are established on an Investment Date, a participant loses any
advantage otherwise available from being able to select the timing of share
purchases. A participant should also note that the timing of distributions and
processing of distributions and requests for issuance of certificates for Plan
shares may affect the availability of the shares to the participant for resale.


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