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                                                                 Exhibit 10.36.1


                             AMENDMENT NO. 1 TO THE
                          WANGER ASSET MANAGEMENT, LTD.
               PROFIT-SHARING AND SAVINGS PLAN AND TRUST AGREEMENT
               (as Amended and Restated Effective January 1, 1997)

The Wanger Asset Management, Ltd. Profit-Sharing and Savings Plan and Trust
Agreement (the "Plan") is hereby amended effective January 1, 1997, as follows:

1.    Section 1.13 is amended to read as follows:

            Section 1.13 "Leased Employee" means any person who is not an
      Employee of an Employer, but who has provided services to an Employer
      under the primary direction of the Employer on a substantially full-time
      basis for a period of at least one year pursuant to an agreement between
      the Employer and a leasing organization. The period during which a Leased
      Employee performs services for an Employer shall be taken into account for
      purposes of Article III and Article VII of the Plan, unless (i) such
      Leased Employee is a participant in a money purchase pension plan
      maintained by the leasing organization which provides a non-integrated
      employer contribution rate of at least 10 percent of compensation,
      immediate participation for all employees and full and immediate vesting,
      and (ii) Leased Employees do not constitute more than 20 percent of the
      Employer's nonhighly compensated workforce. If a person is a Leased
      Employee of a Related Entity (determined by substituting "Related Entity"
      for "Employer" each time it appears in the first sentence of this
      Section), and then becomes an Employee of an Employer, the second sentence
      of this Section shall apply to that person's service as a Leased Employee
      with the Related Entity as if it had been service with an Employer as a
      Leased Employee.

2.    Section 2.5 is amended to read as follows:

      Section 2.5. Service with Harris Associates, L.P.; Service with Related
                   Entities.

      (a)   For employees who commenced employment with the Company on or before
            June 30, 1992, Hours of Service with Harris Associates, L.P. and any
            predecessor company shall be credited for all purposes under this
            Plan in accordance with the terms of this Article in the same manner
            as Hours of Service with the Company.

      (b)   If an employee of a Related Entity becomes an Employee of an
            Employer, Hours of Service with that Related Entity (for periods
            when it was a Related Entity) shall be credited for all purposes
            under this Plan, in accordance with the terms of this Article, in
            the same manner as Hours of Service with an Employer. When a Related
            Entity becomes an Employer, all employees of that Related Entity
            shall be credited with Hours of Service with that Related Entity
            (for periods when it was a Related Entity) for all purposes under
            this Plan, in accordance with the terms of this Article, in the same
            manner as Hours of Service with an Employer.

3.    Section 16.2(a) is amended by substituting "three Vesting Years of
      Service" for "five Vesting Years of Service."

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4.    Section 17.3 is amended to read as follows:

            Section 17.3. Vesting upon Termination of Plan or Complete
      Discontinuance of Contributions. Upon the termination of the Plan or the
      complete discontinuance of contributions by the Employers, each
      Participant shall have a nonforfeitable right in 100% of his Company
      Contribution Account and, if applicable, his Forfeiture Suspense Account.
      Upon a partial termination of the Plan, each affected Participant shall
      have a nonforfeitable right in 100% of his Company Contribution Account
      and, if applicable, his Forfeiture Suspense Account.

5.    Section 19.3 is amended to read as follows:

            Section 19.3 Minimum Contribution. For any Plan Year that the Plan
      shall be a Top-Heavy Plan, each Participant who: (a) is neither a Key
      Employee nor a Former Key Employee and (b) is an Employee on the last day
      of the Plan Year, regardless of how many Hours of Service he earned during
      the Plan Year, shall have allocated to his Company Contribution Account
      the sum of Company Contributions and Forfeitures in an amount equal to not
      less than the lesser of 3 percent of such Participant's compensation (as
      defined in Section 1.415-2(d) of the Treasury Regulations), or an amount
      which is the same ratio or percentage of Company Contributions and
      Forfeitures to compensation for the Plan Year as for the Key Employee who
      has the highest such ratio or percentage for the Plan Year. The amount of
      Company Contributions and Forfeitures required to be allocated under this
      Section 19.3 for any Plan Year shall be reduced by the amount of employer
      contributions and forfeitures allocated on behalf of the Participant under
      any other defined contribution plan maintained by an Employer or Related
      Entity for the Plan Year.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and attested and said Trustees have hereunto set their hands, all on the
_________ day of __________, 1999.

                                          WANGER ASSET MANAGEMENT, LTD.


                                          By:
                                              ------------------------------


                                          Its:
                                               -----------------------------
ATTEST:


----------------------------------        -----------------------------------
                                                     Bruce H. Lauer


                                          -----------------------------------
                                                 Harold D. Lichtenstein


                                          -----------------------------------
                                                   Charles P. McQuaid