EXHIBIT 10(T-2)

               AMENDMENTS TO 2003 MANAGEMENT STOCK INCENTIVE PLAN

                                 NEW SECTION 9A

   9A Vesting.  Notwithstanding  anything to the contrary herein (other than the
provisions of Section 10 hereof), no Award of Shares shall vest in full prior to
three years from the date of the grant thereof if a condition to such vesting is
based,  in whole or in part,  upon the passage of time, and if the vesting of an
Award of Shares is based, in whole or in part, upon performance of the Company's
Shares or any aspect of the  Company's  operations,  such  performance  shall be
measured over a period of no less than one year from the grant of such Award.

                             SECTION 14, AS AMENDED

   14. Amendments or Termination.  The Board may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be made, (a) without
the approval of the stockholders of the Company, if such action would (except as
is provided in Section 10 of the Plan),  (i) increase the total number of Shares
reserved for the  purposes of the Plan or increase the maximum  number of Shares
of Restricted Stock or Other Stock-Based  Awards that may be awarded  hereunder,
or the  maximum  number  of  Shares  for  which  Awards  may be  granted  to any
Participant or (ii) materially  modify  requirements  for  participation  in the
Plan,  (b) without the consent of a  Participant,  if such action would diminish
any of the rights of the Participant under any Award theretofore granted to such
Participant  under the Plan or (c) to Section  5(b),  relating to  repricing  of
Options or Stock Appreciation  Rights, to Section 6(a), relating to the exercise
price of stock  options,  or to  Section  9A,  relating  to vesting of Awards of
Shares; provided,  however, that the Committee may amend the Plan in such manner
as it deems necessary to permit the granting of Awards meeting the  requirements
of the Code or other applicable laws.