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                                                                   EXHIBIT 10.22


                                 AMENDMENT NO. 2

                                       TO

                          EXECUTIVE SEVERANCE AGREEMENT

                                (THE "AGREEMENT")


               Reference is made to the Agreement between you (the "Executive")
and the undersigned Corporation with respect to certain severance arrangements
which apply only in the event that a Change in Control of the Corporation occurs
after the date of the Agreement, as the Agreement was amended by Amendment No.
1.

               Capitalized terms used herein shall have the meanings given to
them in the Agreement unless expressly provided otherwise.

               As an inducement to the Executive to continue his employment with
the Corporation, the Agreement is hereby amended as follows:

               A)     Paragraph 18 of the Agreement is amended in its entirety
                      to state:

                      Absent a change in control or unless extended in writing
                      by the parties hereto, this Agreement shall expire on
                      January 31, 2003.

               B)     The second sentence of Paragraph 2 is deleted in its
                      entirety and the following provision substituted therefor:

                      As used in clause (d), the term "fair market value" means
                      the closing price of the common stock of the Corporation
                      on the New York Stock Exchange on the Termination Date,
                      less any amounts remaining to be paid by the Executive for
                      such restricted stock or the exercise of such stock
                      options.

               C)     The last two (2) lines of Paragraph 5.a. are deleted in
                      their entirety and the following provision substituted
                      therefor:

                      employment (i) for Cause, (ii) as a result of his death or
                      (iii) by the Executive other than for Good Reason;

               D)     Paragraph 5.e. is deleted in its entirety and the
                      following provision substituted therefor:

                      The failure by the Corporation to continue to provide the
                      Executive with compensation and benefits provided as of
                      the date hereof or benefits substantially similar to those
                      provided under any of the employee benefit plans in which
                      the Executive becomes a participant or the taking of any
                      action by the Corporation which would directly or
                      indirectly materially reduce any of such benefits or
                      deprive the Executive of any material benefit enjoyed by
                      him at the time of the Change in Control;
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               E)     The last two (2) lines of Paragraph 6.e. are deleted in
                      their entirety and the following provision substituted
                      therefor:

                      interest paid by the Executive (the "Excise Tax") shall be
                      reimbursed to the Executive by the Corporation. In
                      addition, the Executive shall be entitled to receive an
                      additional payment or payments (a "Gross Up Payment") in
                      an amount such that, after payment by the Executive of all
                      taxes (including federal, state and local taxes and any
                      interest or penalties imposed with respect to such taxes
                      and including any Excise Tax) imposed upon the Gross Up
                      Payment, the Executive and/or his estate collectively
                      retain (or have withheld and credited on his behalf for
                      tax purposes) an amount of the Gross Up Payment equal to
                      the Excise Tax.

               This Amendment No. 2, extending the term and obligations of the
Agreement and Amendment No. 1 thereto, and the transactions contemplated hereby
and thereby has been duly approved and authorized by the Board of Directors of
the Corporation at a Regular Meeting on January 18, 2001. The parties agree that
this Amendment No. 2 shall effectively revive all the conditions and obligations
imposed on the parties by the Agreement, as amended by Amendment No. 1 and any
rights which either party may have by virtue of the former agreements shall be
adopted as a part of this Amendment No. 2 and considered in full force and
effect, except as specifically provided in this Amendment No. 2.

               IN WITNESS WHEREOF, this Amendment No. 2 is executed by or on
behalf of the undersigned as of January     , 2001.







                                       By:
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Accepted and agreed to:



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