Exhibit 10.28.2


                              AMENDMENT No. 2 to

                       EXECUTIVE DEFERRED RETIREMENT PLAN

The Executive Deferred Retirement Plan (the "Plan"), amended and restated as of
December 23, 1994, is hereby further amended effective December 1, 2001, as
follows:

1.   Section 5.1 "Retirement Benefit"  The second sentence of the second
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paragraph beginning with "This election ..." is deleted.

2.   Section 5.8 "Maximum Payout Period" is amended to read as follows:
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     "Notwithstanding any Eligible Employee's election to the contrary, the
     maximum number of years over which retirement Benefits may be paid from the
     Plan shall be limited as follows:

          (i) Retirement ages 55-59 - lump sum or over five or ten years;
          (ii) Retirement ages 60-61 - lump sum or over five, ten or fifteen
          years; or
          (iii)  Retirement ages 62 and above - lump sum or over five, ten,
          fifteen or twenty years;

     provided that in cases of involuntary or mutual separation or termination
     the Chief Executive Officer or Senior Vice President, Human Resources shall
     have the right to extend the payment period, as elected by the Participant
     at least 13 months prior to retirement without regard to the limits in (i)
     or (ii) above, subject to the Participant being eligible for Early
     Retirement."

3.   All other terms and conditions of the Plan remain in full force and effect.