The Company's Employee Stock Purchase Plan facilitates the purchase by employees of up to 400,000 shares of common stock commencing January 1, 1994. The purchase price is derived from a formula based on 90% of the fair market value of the common stock during the quarterly purchase period, subject to certain restrictions. There were 24,780, 38,727 and 47,285 shares of common stock issued under the Employee Stock Purchase Plan at an average price of $22.99, $21.88 and $24.61 during 1996, 1995 and 1994, respectively. Under an executive compensation program approved in 1994, the Company will award to a trust 5,043 shares of common stock per quarter, up to a maximum of 403,440 shares. The Company issued 20,172 shares under the program during 1996 and 1995 and 5,043 shares under the program during 1994. The Company has an Employee Stock Option Plan and an Incentive Stock Option Plan which provide for awards to officers, directors and key employees of the Company up to an aggregate 2,151,500 shares and 1,000,000 shares of common stock, respectively. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than 10 years after the date of grant. Options under the Employee Stock Option Plan generally become exercisable as to 40% of the amount granted two years after the grant date and to the extent of an additional 20% of the amount granted at the end of each of the three succeeding years. Options under the Incentive Stock Option Plan generally become exercisable as to 25% of the amount granted two years after the grant date and to the extent of an additional 25% of the amount granted at the end of each of the three succeeding years. Effective 1996, the Company has adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation" and retained the intrinsic value method of accounting for such stock-based compensation. Had the fair value based accounting provisions of SFAS No. 123 been adopted, the effect would not be significant. Stock option activity and information about stock options outstanding are summarized in the tables below.

STOCK OPTION ACTIVITY
Number of Options			Average Price
Balance at January 1, 1994		1,794,070	$	17.45
Granted		118,430	$	27.85
Exercised		(32,634)	$	13.21
Cancelled		(53,582)	$	21.44
Balance at December 31, 1994		1,826,284	$	18.08
Granted		329,512	$	27.44
Exercised		(11,645)	$	13.01
Cancelled		(22,187)	$	27.40
Balance at December 31, 1995		2,121,964	$	19.47
Granted		853,047	$	25.23
Exercised		(212,889)	$	13.12
Cancelled		(101,272)	$	24.96
Balance at December 31, 1996		2,660,850	$	21.61
Exercisable, End of the Year		1,237,434
Available for Future Grants, End of the Year		414,566
Price range of outstanding options		$12.55-$29.81

STOCK OPTIONS OUTSTANDING
	Outstanding			Exercisable
Excercise Price Range	Shares	Average Life	Average Excercise Price	Shares	Average Excercise Price
$12.55-$18.00	1,039,715	4.3 years	$14.42	963,646	$14.23
$22.38-$29.81	1,621,135	8.5 years	$26.23	273,788	$27.02
Total	2,660,850	6.9 years	$21.61	1,237,434	$17.06

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