EXHIBIT 2 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION [INCLUDED AS APPENDIX I TO THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT]



                                                                       EXHIBIT 2
 
           AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
 
   [INCLUDED AS APPENDIX I TO THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THIS
                            REGISTRATION STATEMENT]
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Filed: January 15th, 1997
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