Summary
                         Directors' Deferred Stock Plan

         To reflect an increased  emphasis on the Company's  common  stock,  the
Company  has  modified  its  Directors'  compensation  policy to provide for the
payment of a portion of the  Directors'  annual  compensation  in the  Company's
common stock as follows:

         (1)      The annual retainer will be paid in quarterly  installments in
                  arrears at the end of each July, October, January and April.

         (2)      Fifty percent (50%) of each quarterly installment will be
                  paid in cash.

         (3)      The  balance  of the  quarterly  installment  will  be paid in
                  phantom stock units which shall be credited to each director's
                  account.  The number of phantom  stock units to be credited to
                  each  director's  account will be  determined  by dividing the
                  amount  of such  payment  by the  average  of the high and low
                  price of the  company's  stock on the last  trading day of the
                  month in which the quarterly installment is paid.

         (4)      In addition to the retainer,  each year the director's account
                  will be credited  with two  hundred  and fifty  (250)  phantom
                  units,  equal to two  hundred  and fifty  (250)  shares of the
                  company's common stock. The units will be credited in four (4)
                  equal payments at the end of July, October, January and April.

         (5)      On each dividend  payment date, the  director's  phantom stock
                  account will be credited with  additional  phantom stock units
                  calculated  by dividing  (a) the  product of (1) the  dividend
                  declared on each share of the  Company's  common stock and (2)
                  the  number  of  phantom  stock  units  then  credited  to the
                  director's  account,  by (b) the  average  of the high and low
                  price of the Company's  common stock on the date such dividend
                  is declared.

         (6)      Any  director  who serves on the board of  directors  for less
                  than a full quarter will receive a prorated payment reflecting
                  actual service.

         (7)      At the  expiration  of the  director's  service  on the board,
                  settlement  of the phantom stock units will be made as soon as
                  is reasonably practical in common stock equal in number to the
                  number of  phantom  stock  units then  credited  to his or her
                  account. Any fractional units will be paid in cash.

         (8)      It is the  intention  of the  parties  that  this  program  be
                  unfunded  for  Federal and state tax  purposes  and Title 1 of
                  ERISA.  Each  director  shall have the status of an  unsecured
                  creditor of the Company,  and payment obligations with respect
                  to the phantom stock units credited to the directors' accounts
                  will not be  funded  by the  Company,  nor will  shares be set
                  aside to  provide a source  from which  such  payment  will be
                  made.