EXHIBIT 10 (g-2)


           AMENDED SECTION 12 OF THE 1994 MANAGEMENT STOCK OPTION PLAN


     12.  (a)  NON-TRANSFERABILITY  OF  OPTIONS.  Options  and all other  rights
thereunder shall be  non-transferrable  or  non-assignable by the holder thereof
except to the extent  that the  estate of a deceased  holder of an Option may be
permitted to exercise them.  Options may be exercised or surrendered  during the
holder's lifetime only by the holder thereof.

          (b)  Notwithstanding   the   foregoing,   the  Committee  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 Committee  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 or the Committee 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
Committee  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
immediately  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  Committee  determines,  consistent  with the
terms of any applicable option certificate,  that such a registration  statement
is  necessary or  appropriate,  (c) the  Committee  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 of termination of the holder's
employment  by, or services to, the Company or a  Subsidiary  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.


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