Fill and Sign the Item 2 Form

APPROVAL OF THE COMPANY'S 1997 DIRECTOR STOCK PROGRAM (ITEM 2) On June 6, 1997, the Board of Directors adopted, subject to stockholder approval, the 1997 Director Stock Program (the - 1997 Program") in order to provide the Company with an effective means of attracting qualified individuals to serve on the Board of Directors and to increase the propriety interest of the Company's directors in the Company. The 1992 Director Stock Program (the -1992 Program"), which was approved by Company stockholders, authorized the award of 50,000 shares of Common Stock. At June 6, 1997, 2,825 shares remained available for award under the 1992 Program. The Board of Directors believes that the 1992 Program has enhanced the Company's ability to attract qualified candidates to serve on the Board of Directors, and that in order to continue to do so, the 1997 Program should be implemented. The Board of Directors recommends a vote "FOR" the proposal to approve the 1997 Director Stock Program. The affirmative vote of a majority of the Common Stock present in person or by proxy and entitled to vote at the Annual Meeting is required to approve this proposal. Summary Description of the Program The following summary of the terms of the 1997 Program is qualified in its entirety by reference to the text of the 1997 Program, which is attached as Appendix A to this Proxy Statement. If adopted by Company stockholders, the 1997 Program will be effective as of June 6, 1997. The 1997 Program provides for the grant of options and fights to purchase restricted shares of Common Stock to Directors who are not employees of the Company and its subsidiary and affiliated companies. Subject to the adjustments described below under the heading "Adjustments", 100,000 shares of Common Stock will be subject to the 1997 Program and will be registered at the Company's expense pursuant to the Securities Act of 1933, as amended. Such shares may be either authorized and unissued shares or issued shares held in the treasury or otherwise, including shares purchased in the open market. In addition, shares authorized for issuance under the 1992 Program which, as of the effective date of the 1997 Program, have not been awarded shall be available for grant under the 1997 Program. The 1997 Program will be administered by a committee. comprised of Directors who are employees of the Company and its subsidiary and affiliated companies (the "Committee"). No member of the Committee will be eligible to participate in the 1997 Program while he is such a member, and no person may become a member who has been eligible to participate in the 1997 Program during the preceding year. The Committee shall make detenninations under and interpretations of the 1997 Program and the options and restricted stock rights granted thereunder. The Committee will have no discretion with respect to the selection of Directors to receive grants, the number of shares subject to any options or restricted stock awards, the exercise price or purchase price thereunder, or the term of an option or the period during which restrictions are applicable. The 1997 Program will expire on June 6, 2007, except with respect to options and rights to purchase restricted stock then outstanding. Stock OptionsOptions to purchase shares of Common Stock will be automatically granted to eligible Directors. On the first day of the first year of a Director's term, such Director will be granted options to acquire 900 shares of Common Stock, and on the first day of each subsequent year of a Director's term, such Director will be granted options to acquire 300 shares of Common Stock. Shares subject to the unexercised portion of any terminated or expired options may be used again in the 1997 Program. The option price under each option will be equal to the fair market value of the shares on the date of grant as reported on the New York Stock Exchange. Upon exercise of an option, the option price must be paid in full. Payments must be in cash or may be made in Common Stock valued at its fair market value on the date immediately preceding the date of exercise, or in a combination of cash and Common Stock. Options are exercisable in full six months after the date of grant. No option granted under the 1997 Program will be exercisable more than ten years after the date of grant. Options are not transferable except by will or the laws of descent and distribution and pursuant to certain qualified domestic relations orders. Except for termination for cause (as defined in the 1997 Program), if service as a Director terminates for any reason other than death, retirement or disability, any options which are then exercisable terminate upon the earlier of their expiration or the expiration of three months after such termination of service. If an optionee's service as a Director terminates by reason of retirement or disability, the options held by such optionee will remain so exercisable until their expiration. If an optionee's service as a Director. terminates by reason of death, any options granted to such Director remain exercisable until the earlier of their expiration or three years after death. Restricted Stock On the first day of the first year of a Director's term, such Director will be awarded the right to purchase 450 shares of restricted stock and, on the first day of each of the second and third years of a Director's term, such Director will be awarded the right to purchase 150 shares of restricted stock. The purchase price per share is equal to the par value of the Common Stock ($1.00 per share). Such restricted stock, when awarded, is subject to restrictions on transfer and forfeiture upon certain circumstances. These restrictions shall lapse on all restricted stock purchased under grants made during a Director's term at the end of such term. In the event of the termination of service as a Director by reason of death, disability or retirement at the end of the Director's term, stock as to which the restrictions have not lapsed at the time of such termination of service shall lapse upon such termination of service. Upon the termination of service by reason of retirement before the end of a Director's term or a termination at any time for a reason other than death, disability or retirement, all shares which still have restrictions shall be forfeited to the Company. Reorganization or Change in ControlIf, in the event of a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization in which the Company is not the surviving corporation or any merger in which the Company is the surviving corporation but the holders of its shares receive cash or securities of another corporation or different securities of the corporation, or a dissolution or a liquidation of the Company, provision is not made for substitution of new stock options and restricted stock of equivalent value to those held under the 1997 Program, the holder of such options and/or restricted stock will be entitled to a cash payment representing the value of such options and/or restricted stock based on the highest value of the Common Stock during the 30 days preceding such event, without regard to the exercisability of such options or the restrictions on such restricted stock. In the event of a "change in control" of the Company (as defined in the 1997 Program), restrictions on restricted stock shall lapse. Participants As of the date hereof, all Directors and nominees for election as Directors, except Roger E. Tetrault and Richard E. Woolbert, who are also officers of the Company, are eligible to receive grants of options or restricted stock under the 1997 Program. Adjustments The total number of shares subject to the 1997 Program, the number of shares which may be acquired by any one participant, the number of shares subject to restrictions and outstanding options and the related option and purchase prices shall be adjusted by the Committee in the event of a merger, reorganization, consolidation, recapitalization, stock dividend or other change in the corporate structure affecting the Common Stock. Termination, Amendment and Modification The Committee may terminate, amend or modify the 1997 Program, with the approval of the stockholders, provided that (i) such action does not adversely affect any award previously granted thereunder or any such award-holder adversely affected consents in writing to the termination, amendment or modification, and (ii) amendments or modifications shall not be made more than once every six months except to comply with applicable tax or securities laws, regulations or rulings. Tax Consequences In general, under current federal income tax laws, a participant will not recognize income upon the grant of a stock option or upon the grant or exercise of a right to purchase restricted stock under the 1997 Program. However, a participant will recognize income upon exercise of a stock option and upon termination of restrictions on restricted stock, in an amount which is equal to the difference between the fair market value of the stock on the date of exercise of the option or upon termination of restrictions and the aggregate option or purchase price. Participants who surrender Common Stock in payment of all or a part of the aggregate option price will not recognize income with respect to the surrendered shares.A participant's tax basis in shares acquired pursuant to the exercise of a stock option or restricted stock fights for which the option or purchase price is paid solely in cash will be equal to the sum of the amount of cash paid and the amount of income recognized pursuant to such exercise or the termination of such restrictions. As to shares acquired pursuant to the exercise of a stock option for which the participant surrenders shares of Common Stock in payment of all or a part of the option price, the shares received which are equal in number to the shares surrendered will have the same tax basis and holding period as the shares so surrendered. As to the balance of the shares so received, the participant's tax basis in such shares will be equal to the sum of the amount of cash, if any, paid upon the exercise of the option and the amount of income recognized pursuant to such exercise. Upon the subsequent sale or disposition of shares acquired pursuant to the exercise of a stock option or restricted stock rights, the difference between the sale price and the participant's tax basis in such shares will be treated as capital gain or loss. Alternatively, a participant who purchases restricted shares under the 1997 Program may elect, within 30 days of such purchase, to recognize the excess of the fair market value of the restricted shares, determined as of the purchase date, over the purchase price as income at the time of the purchase of the shares, even though such shares remain subject to restrictions. In the event such an election is made, any subsequent appreciation in value of the shares is not taxable as income until the shares are sold, at which time the difference between the sale price and the participant 's tax basis in such shares will be treated as a capital gain or loss. However, if such shares are subsequently forfeited and returned to the Company, the employee will not be entitled to a deduction with respect to such forfeiture.