Exhibit 10

                    AMENDMENT TO DIRECTORS' DEFERRED COMPENSATION PLAN

       Sections 5 and 6 of the Directors' Deferred Compensation Plan of the
Company have been amended to read as set forth below.

       5.    Participant Accounts

             A Participant Account shall be established for each participant.
       The value of the Participant Account shall be adjusted no less
       frequently than annually to reflect contributions to the Account,
       payments from the Account as hereinafter provided, and the investment
       results applicable to the account.

             The maintenance of individual Participant Accounts is for
       bookkeeping purposes only.  The Company is not obligated to acquire or
       set aside any particular assets for the discharge of its obligations,
       nor is any participant to have any property rights in any particular
       assets held by the Company, whether or not held for the purpose of
       funding the Company's obligations.

             Whenever a Director has an account under this Plan, he or she
       may elect to have his or her account balance or any part thereof
       deemed invested in the fund or funds available under the 1987 Deferred
       Compensation Plan, as designated by the Director.  Such elections shall
       be made by written notice to the Company, and shall be pursuant to
       Section 2.7 of the 1987 Deferred Compensation Plan.  Any amounts
       allocated to the 1987 Deferred Compensation Plan may be allocated and
       reallocated as that Plan provides.  Except for these changes in
       computing future account balances, all other terms and conditions of
       this Plan shall continue to apply to amounts deferred under this Plan.

       6.    Payment of Deferred Amounts

             No withdrawal may be made from a Participant Account except as
       provided in this Section 6.  Payments from an Account shall be made at
       such time as the participant has elected in accordance with Section 7;
       however, the Company may, in its sole discretion, pay the balance in
       the Account within 120 days of a participant ceasing to be a member of
       the Company's Board of Directors.  They shall be made only in cash in
       the form of either a lump sum payment or monthly installments over a
       period of years not to exceed ten.  Where payments are made in monthly
       installments, the balance credited to a Participant Account shall
       continue to be adjusted for earnings as provided in Section 5.

             If installment payments are elected, the first installment shall
       equal the value of the Participant Account at such time multiplied by a
       fraction, the numerator of which is one and the denominator of which is
       the total number of monthly installments to be made.  All subsequent
       installments shall equal the value of the Participant Account as of the
       last valuation date preceding the installment which is to be paid
       multiplied by a fraction, the numerator of which is one and the
       denominator of which is the total number of installments elected minus
       the number of installments already paid.

             Notwithstanding a participant's election of installment payments
       or a lump sum payment, the Board of Directors of the Company, in its
       sole discretion, shall have the right to make payment of the balance in
       a Participant Account in a lump sum or in monthly installments.

             In the case of financial hardship, the Administrator, in his sole
       discretion, may distribute all or a portion of the balance in an Account
       before the date otherwise fixed for distribution, but the amount of the
       distribution shall not exceed the amount needed to relieve the
       financial hardship.

             The foregoing notwithstanding, if a participant ceases to be a
       member of the Company's Board of Directors within two years after a
       Change in Control, as defined below, the Company shall pay the balance
       in the participant's Account in a single sum within 5 business days
       after the participant ceases to be a member of the Company's Board of
       Directors.

             For the purposes of this Plan, the term Change in Control shall
       be deemed to have the same definition as set forth in the Company's
       Transitional Compensation Plan, as such definition may be amended from
       time to time.