AGREEMENT PURSUANT TO ITEM 601(b)(4)(iii) OF REGULATION S-K

   1


                                                                Exhibit 4(g)

                   AGREEMENT PURSUANT TO ITEM 601(b)(4)(iii)
                               OF REGULATION S-K


       The Registrant hereby undertakes and agrees to furnish to the Securities
and Exchange Commission upon request a copy of any instrument relating to, or
defining the rights of the holders of, any long-term debt of the Registrant
and/or its subsidiaries, a copy of which has not been filed in reliance upon
Item 601(b)(4)(iii)(A) of Regulation S-K or which, although previously filed,
shall have become stale in the sense of Item 10(d) of Regulation S-K or which
shall have been disposed of by the Commission pursuant to its Record Control
Schedule. This Agreement and undertaking is intended to be effective with
respect to Registrant's Long-term Debt instruments whether securities have been
issued thereunder or are yet to be issued thereunder.




Date:   March 14, 1997

                                   By: /s/ Xxxxxxxx X. Xxxxxxx, Xx.
                                       _____________________________________
                                             Xxxxxxxx X. Xxxxxxx, Xx.
                                       Chairman and Chief Executive Officer