EXHIBIT 10 (h-2)


                            AMENDED SECTION 10 OF THE

          1995 NON-EMPLOYEE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN

     10.  (a)  NON-TRANSFERABILITY  OF  OPTIONS.  Options  and all other  rights
thereunder shall be  non-transferrable  or  non-assignable by the holder thereof
otherwise than by will or the laws of descent and  distribution.  Options may be
exercised or surrendered during the holder's lifetime only by the holder thereof
or his guardian or legal representative.

          (b)  Notwithstanding the foregoing,  the Board of Directors may in the
applicable  option  certificate  or at any  time  after  the date of grant by an
instrument  amending terms provided for in the option  certificate  provide that
Options may be transferred by a holder  without  consideration,  subject to such
rules as the  Board of  Directors  may  adopt  consistent  with the terms of the
applicable option certificate to preserve the purposes of the Plan, to:

               (A)  any person who is a "family  member" of the holder,  as such
                    term is used in the instructions to Form S-8  (collectively,
                    the "Immediate Family Members");

               (B)  a trust  solely for the benefit of the holder and his or her
                    Immediate Family Members;

               (C)  a  partnership  or  limited  liability  company  whose  only
                    partners  or  shareholders  are  the  holder  and his or her
                    Immediate Family Members; or

               (D)  any other  transferee  as may be approved  either (a) by the
                    Board  of  Directors  in  its  sole  discretion,  or  (b) as
                    provided in the terms of the applicable option certificate;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter
referred to as a  "Permitted  Transferee");  PROVIDED  that the holder gives the
Board of Directors advance written notice describing the terms and conditions of
the proposed transfer and the Committee notifies the holder in writing that such
a transfer would comply with the  requirements  of the Plan and the terms of any
applicable option certificate.

          (c)  The  terms  of any  Option  transferred  in  accordance  with the
mmediately  preceding  sentence shall apply to the Permitted  Transferee and any
reference in the Plan or in an option certificate to a holder shall be deemed to
refer to the Permitted  Transferee,  except that (a) Permitted Transferees shall
not be  entitled  to  transfer  any  Options,  other than by will or the laws of
descent and  distribution;  (b) Permitted  Transferees  shall not be entitled to
exercise any transferred  Options unless there shall be in effect a registration
statement on an appropriate form covering the shares to be acquired  pursuant to
the  exercise of such Option if the Board of  Directors  determines,  consistent
with the terms of any applicable  option  certificate,  that such a registration
statement is necessary or appropriate, (c) the Board of Directors or the Company
shall not be required to provide any notice to a Permitted  Transferee,  whether
or not such notice is or would  otherwise  have been required to be given to the
holder  under  the  Plan or  otherwise,  and (d) the  consequences,  if any,  of
termination of the holder's  service as a member of the Board of Directors under
the terms of the Plan and the applicable option certificate shall continue to be
applied  with  respect  to the  holder,  following  which the  Options  shall be
exercisable by the Permitted Transferee only to the extent, and for the periods,
specified in the Plan and the terms of the applicable option certificate.


                                       47