EXHIBIT 10(12)

                   AMENDMENT TO THE 1999 INDEPENDENT DIRECTOR
                              SHARE OWNERSHIP PLAN
                          ADOPTED ON FEBRUARY 29, 2000

         WHEREAS by resolutions adopted on January 19, 1999 and September 22,
1999 the Board of Directors established a plan for the grant of stock options to
independent members of the Board of Directors (the "Plan");

         NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as the
1999 Independent Director Share Ownership Plan; and

         RESOLVED FURTHER that in order to provide flexibility in the number of
shares to be granted to a new director the Plan is hereby amended to permit the
issuance under the Plan of such number of shares to a new independent director
as the Board may deem appropriate (but not less than 1,000 shares, or if less,
shares having a market value of $15,000) provided such grant does not violate
the provisions of the Plan with regard to the maximum number of shares which may
be granted under the Plan or to a single director; and

         RESOLVED FURTHER that 50,000 shares of the Company's $1.00 par value
Common Stock shall be reserved for issuance under the Plan, registered under the
Securities Act of 1933 on Form S-8 and listed on the New York Stock Exchange;
and

         RESOLVED FURTHER that the officers of the Company are authorized and
directed to take all such action as may be necessary or appropriate in order to
carry out the intent of these resolutions.