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EXHIBIT 10(a)
The following amendments were made to the Registrant's Amended
and Restated 1994 Stock Incentive Plan:
1. Section 7 was amended by adding the following sentence at
the end thereof:
The Committee may, with the consent of the Participant,
cancel any outstanding stock option in consideration of
a cash payment in an amount not in excess of the difference
between the aggregate fair market value (on the date
of purchase) of the shares subject to the stock option
and the aggregate option price of such shares.
2. Section 10 was amended by adding the following sentence at
the end thereof:
The Committee may, on behalf of the Company, approve the
purchase by the Company of any shares subject to an
award of restricted stock, to the extent vested, for an
amount equal to the aggregate fair market value of such
shares on the date of purchase.
