RESOLVED, that, effective December 31,              Amend Salaried
1992, the first two sentences of Section                   Employees'
4(a) shall read as follows:                                Supplemental
                                                           Benefit Plan
      	(a) Retirement Plan Supplemental
Benefit. A Participant's vested Retirement
Plan Supplemental Benefit shall be payable
to the Participant or to any other person
who receives benefits under the Retirement
Plan with respect to the Participant in the
same form and at the same time as the
Participant's Retirement Plan benefit is
paid.	However, if the Participant elects
to have the Retirement Plan benefit paid
in an optional form and/or before the
Participant's Normal Retirement Date, the
Chairman of the Executive Compensation and
Personnel Policies Committee of the Board of
Directors of the Company (the "Committee"),
acting on behalf of the Committee, may
determine in his or her sole discretion
that the Retirement Plan Supplemental
Benefit shall be payable in the normal form
and/or at the Normal Retirement Date not-
withstanding the Participant's election.

      	RESOLVED, that, effective December 31,
1992, the first three paragraphs of Section
4(b) shall read as follows:

      	(b) SIP Supplemental Benefit. A
Participant may elect to receive distribu-
tion of the Participant's vested SIP
Supplemental Benefit in 15 or fewer annual
installments or in a lump sum beginning the
month following the month in which the
Participant ceases to be an Employee by
filing the prescribed form with the
Committee. Distribution will be made in
accordance with the Participant's election
unless the Chairman, acting on behalf of the
Committee, disapproves the election before
the date distribution is to commence. The
amount of any annual installment shall be
determined by dividing the amount credited
to the Participant's bookkeeping account as
of the last day of the month preceding the
date of distribution of such installment by
the total number of installments elected by
the Participant less the number of install-
ments already paid.

                                       Exhibit (10)(d)(i)


<PAGE>
	      If the Participant fails to make an election
pursuant to this Section 4(b) or if the Chairman
disapproves the Participant's election, the vested SIP
Supplemental Benefit shall be distributed in 15 annual
installments beginning the month following the month in
which the Participant ceases to be an Employee, unless the
Chairman in his or her sole discretion determines that
distribution shall be made in a single lump sum.

	The Chairman in his or her sole discretion may
accelerate the distribution of installments upon the
request of the Participant.

      	RESOLVED, that, effective December 31, 1992,
Section 4(c) shall read as follows:

      	(c)	Small Benefits. Notwithstanding any contrary
provision of the Plan, if either a Participant's
Retirement Plan Supplemental Benefit or SIP Supplemental
Benefit is less than $3500 when the Participant ceases to
be an Employee, such benefit shall be distributed in a
single lump sum as soon as practicable after the
Participant ceases to be an Employee. If a Participant is
an Employee and the value of the Participant's SIP
Supplemental Benefit is less than $3500 on December 31,
1992, such benefit shall be paid to the Participant in a
single lump sum on or about December 31, 1992. After
December 31, 1992, a minimum allocation of $1000 shall be
required to establish a SIP Supplemental Benefit account,
and amounts that fall below such minimum shall be paid to
the Participant in cash at the time the account otherwise
would have been established.