Exhibit 4(j)

                            AMENDMENT TO BYLAWS
                    AUTHORIZED BY THE BOARD OF DIRECTORS
                              December 4, 1986




NOW, RESOLVED, that ARTICLE IX, entitled "INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS," be and hereby is amended and restated in
its entirety as follows:

                                 ARTICLE IX

                  INDEMNIFICATION OF DIRECTORS, OFFICERS,
                            EMPLOYEES AND AGENTS

     Section 1. (a) The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative, or investigative (other than an action by or in the
     right of the corporation) by reason of the fact that he is or was a
     director, officer, employee, or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer,
     employee, or agent of another corporation, partnership, joint venture,
     trust, or other enterprise, against expenses (including attorneys'
     fees), judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit, or
     proceeding if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit, or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person
     did not act in good faith and in a manner which he reasonably believed
     to be in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had reasonable cause
     to believe that his conduct was unlawful.