EXHIBIT 10.21




WHEREAS, the Board of Directors of the Corporation deems it advisable to make
certain provisions in the event that a change in control of the Corporation
occurs; and

WHEREAS, for purposes of the following resolutions, a change in control shall be
deemed to have occurred if any partnership, corporation or any person, group or
entity shall acquire beneficial ownership of a majority of the outstanding
shares of capital stock of the Corporation entitled to vote together without
regard to class for the election of directors ("Change in Control");

NOW, THEREFORE, BE IT

     RESOLVED, that if a Change in Control occurs, each director of the
     Corporation who is not an employee of the Corporation or a subsidiary
     thereof and who does not continue to serve as a director of the Corporation
     during any part of the two year period following such Change in Control for
     reasons other than voluntary resignation or voluntary choice not to stand
     for re-election:

     1.   Shall be paid a lump sum amount equal to five times the amount of the
          director's annual retainer being paid by the Corporation at the time
          he or she shall cease to be a director, to be paid within 90 days of
          ceasing membership as a director of the Corporation;


     2.   Shall have five years as a director added to his completed years as a
          director for purposes of calculating benefits to be paid pursuant to
          the pension arrangement for directors established by resolution of the
          Board of Directors on July 14, 1982, excluding any director who shall
          have a right to a pension provided by the Corporation or any
          subsidiary.