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                                                               EXHIBIT 10.20(E)


         RESOLVED, that the Committee hereby interprets Section 4.1(c) of the
         Plan to permit the exercise of options under a procedure whereby the
         optionholder is not required to deliver physical stock certificates if
         he or she certifies ownership of shares which qualify for use to pay
         the exercise price (thereby constructively tendering such shares) and
         receives upon exercise of the options an incremental number of shares
         equal to the difference between (a) the gross number of shares deemed
         to be so purchased upon such exercise and (b) the number of shares so
         certified as being owned and constructively tendered in payment of the
         exercise price.

         RESOLVED, FURTHER, that the Committee hereby confirms that shares of
         Common Stock may be used under Section 4.1(c) of the Plan to pay the
         purchase price of shares upon exercise of all options unless the
         resolutions awarding the options provide otherwise.

         RESOLVED, FURTHER, that Section 4.1(i) of the Plan is hereby amended by
         adding the following provisos at the end of the third sentence thereof:

                  ; provided, however, that if the optionee's employment is
                  terminated by the Company for any reason other than conduct
                  that in the judgment of the Committee involves dishonesty or
                  action by the optionee that is detrimental to the best
                  interest of the Company, then the optionee may at any time
                  within three months after termination of his or her employment
                  by the Company exercise his or her Reload Option; provided,
                  further, that, if the optionee's employment terminates on
                  account of total or permanent disability, then the optionee
                  may at any time within one year after termination of his or
                  her employment exercise his or her Reload Option; provided,
                  further, that, if the optionee dies while in the employ of the
                  Company, or within the three month or one year period
                  following termination of his or her employment as described in
                  the foregoing provisos, then his or her Reload Option may be
                  exercised at any time within one year following his or her
                  death by the person or persons to whom his or her rights under
                  the Reload Option shall pass by will or by the laws of descent
                  and distribution.

         RESOLVED, FURTHER, that each Reload Option shall be evidenced by an
         Option Agreement in the form of the Option Agreement previously
         approved for awards to officers generally under the Plan, with such
         modifications to such form as may be necessary or appropriate to
         reflect the terms of Reload Options under the Plan and to provide that
         they may be exercised, subject to the provisions of the Plan, in whole
         or in part at any time or from time to time after the one year period
         provided for in Section 4.1 (i) of the Plan.