OMNIBUS AMENDMENT to the

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                                                                EXHIBIT 10.7


                                OMNIBUS AMENDMENT

                                     to the

                            GRANTOR TRUST AGREEMENTS

                                    under the

                             XXXXX XXXXXX GROUP INC.
                    SENIOR OFFICER DEFERRED COMPENSATION PLAN

                  This Amendment (this "Amendment"), made as of the 9th day of
August, 1996, by and between PaineWebber Group Inc., a Delaware corporation
("PWG"), and The Chase Manhattan Bank (the "Trustee").

                  WHEREAS, Xxxxx Xxxxxx Group Inc. and The Chase Manhattan Bank
are parties to grantor trust agreements executed in connection with the
obligation of PWG to pay deferred compensation to Xxxxxx Xxxxxx, Xxxxx
Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxxxx under the terms of the
PWG Deferred Compensation Plan (the "Trust Agreements"); and

                  WHEREAS, PWG and the Trustee desire to amend the Trust
Agreements in certain respects, as more fully set forth below, to clarify
certain issues which have arisen after the original execution thereof.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration the
parties hereto agree as follows:

                  1. Pursuant to Section 12(a) of the Trust Agreements, the
parties agree that Section 5(a) of each Trust Agreement is hereby deleted in its
entirety and replaced with the following:

                  "(a) The Trustee shall, upon written instructions received
         from the Administrator or investment manager appointed by PWG, hold,
         dispose, invest and reinvest the assets of the Trust (including the
         Shares), without distinction between principal and income, in treasury
         bills, mutual funds, hedge funds, investment partnerships sponsored by
         PWG and marketable securities. Notwithstanding the foregoing, in no
         event may assets of the Trust be invested in Shares except to the
         extent such Shares have been deposited in the Trust pursuant to Section
         1(a). PWG shall have the right at any time, and from time


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         to time, in its sole discretion, to substitute assets of equal market
         value for any asset held by the Trust as provided in Section 2(d). The
         right of PWG to purchase or substitute assets held in the trust is
         exercisable by PWG in a nonfiduciary capacity."

                  2. The effective date of this Amendment shall be August 9,
1996. Except as amended hereby, the terms of the Trust Agreements shall remain
in full force and effect.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed in their respective names by their duly authorized
officers under their corporate seals as of the day and year first above written.


                                      XXXXX XXXXXX GROUP INC.

________________________              By:_____________________________________
Notary Public                             Title:  Vice President and Treasurer



                                      THE CHASE MANHATTAN BANK


_______________________               By:______________________________________
Notary Public                             Title:  Vice President