EXHIBIT INDEX Exhibit 3(d): Form of Certificate of Amendment Exhibit 5: Opinion and Consent of Counsel Exhibit 16(l): Selling Agent Agreement Exhibit 23: Consent of Independent Auditors

EXHIBIT INDEX

Exhibit 3(d):     Form of Certificate of Amendment

Exhibit 5:        Opinion and Consent of Counsel

Exhibit 16(l):    Selling Agent Agreement

Exhibit 23:       Consent of Independent Auditors