Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 10, 1998

EXHIBIT 4

Published on November 10, 1998



Exhibit 4


EXHIBIT "A"


INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES

(MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS held August 31, 1998)


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