Exhibit 10(d)


Amendment dated April 24, 2000 to the Stock Award Plan dated February 11, 1992,
as amended and restated.


Section 10(a) of the Stock Award Plan, as amended, is amended and restated to
read in its entirety as follows with respect to all currently outstanding and
future Awards under such plan:


     Section 10(a)

     (a)     In the event of a recapitalization of the Company,
     reclassification, stock split or combination, stock dividend, spin-off,
     split-off or other distribution of stock or property of the Company, or any
     merger, consolidation, other change in corporate capitalization or
     corporate structure, or the sale or other transfer by the Company of all or
     a part of its assets, (not including any transaction constituting a change
     in control of the Company, as defined in and separately covered by
     Paragraph 11), pursuant to which new or additional stock or securities, or
     cash or other property, is received by holders of Common Stock, or shares
     of Common Stock are exchanged for such stock, securities, cash or property,
     then the Board of Directors shall make appropriate adjustments to the
     shares reserved for issuance of Awards under the Plan, and to outstanding
     Awards and the type and amount of consideration deliverable thereunder, in
     order to ensure that a Grantee receives benefits under the Plan upon the
     occurrence of any such events equivalent to the benefits which such Grantee
     would have received in the absence of such occurrence.