Exhibit 10(g)(i)


Amendment dated April 24, 2000 to the Salary and Bonus Deferral Plan, dated
August 15, 1996, as amended and restated.

The following section of the Salary and Bonus Deferral Plan, as amended, is
amended and restated to read in its entirety as follows with respect to all
currently outstanding and future deferred shares of Common Stock under such
plan:


(1)  Section 3.3 (d)

          In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the shares of Common Stock),
     distribution (other than regular cash dividends), stock split, reverse
     stock split, separation, spin-off, split-off or other distribution of stock
     or property of the Company, or other change in the corporate structure or
     capitalization, there shall be appropriate adjustment made by the Board in
     the number and kind of shares (rounded to the nearest one-one hundredth of
     a share) or other property that shall be credited in the aggregate and to
     individual participants' deferred stock accounts under the Plan, so that
     the participants' Deferred Stock Accounts reflect the same equity
     percentage interest in the Company after the transaction as was the case
     before such transaction, and so that each share of Common Stock credited to
     a participant's Deferred Stock Account before a transaction accrues the
     same benefits after the transaction as does each share of Common Stock
     outstanding before such transaction.