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                                                                  EXHIBIT 10(c)

                                 March 28, 1997
                Excerpt From Board of Director's Meeting Minutes


Amendment of Directors' Retirement Program and Adjustment of Annual Retainer

RESOLVED, that the letter agreements between the Corporation and all current
non-employee directors providing for annual retirement benefits be terminated
effective immediately, and that the letter agreements with former directors who
are receiving or are entitled to receive retirement benefits remain in effect
unmodified;

RESOLVED, that the Chairman and Chief Executive Officer, the President and
Chief Operating Officer, the Vice Chairman and Chief Financial Officer and any
Vice President of the Corporation (the "Authorized Officers"), and each of
them, are hereby authorized and directed to take any actions and to execute and
deliver such agreements and other instruments as any of the Authorized Officers
may deem necessary or advisable to carry out the purposes of the foregoing
resolution; and

RESOLVED, that the annual retainer for non-employee directors for calendar year
1997 and subsequent years be increased to $24,000.