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                                                                  Exhibit 10.8.1

                          Directors Retirement Benefit
                                  (1993 Plan)


     At its April 6, 1993 meeting, the Executive Committee voted
to recommend to the Board of Directors that the Company's
retirement benefit for outside directors be amended as follows:

Vesting:             The benefit will vest upon the earlier of (1)
                     the completion of ten years of service on the
                     Board; (2) service on the Board until
                     retirement at the annual meeting of
                     stockholders following a director's
                     seventieth birthday; or (3) death while
                     serving on the Board.

Annual Amount:       The annual amount of the benefit will be
                     equal to the cash component of the annual
                     Board retainer plus two annual Committee
                     member retainers, as those retainers are in
                     effect at the time of a director's retirement
                     or death (currently $10,000 + $2,750 + $2,750
                     or $15,500).  The annual amount will be paid
                     in quarterly installments.

Duration of Benefit: A director while living will receive the annual
                     amount for a period of years equal to his or her
                     service on the Board.

Survivor Benefit:    Should a director die prior to full receipt
                     of the benefit, his or her survivors will
                     continue to receive the benefit for a period
                     of time equal to the lesser of (1) the full
                     years-of-service term to which the director
                     would have been entitled if living or (2) a
                     period of ten years from the commencement of
                     payment of the benefit.  Survivors may elect
                     to receive the benefit in the form of a lump
                     sum.  The lump sum will be equal to the
                     present value of the remaining benefit,
                     calculated with reference to the Pension
                     Benefit Guarantee Corporation rate as in
                     effect at the time of the director's death.

Commencement of
Benefit:             Payment of the benefit to a qualified
                     director will commence at the quarterly
                     payment date following the director's
                     departure from the Board and attainment of
                     age 65.  Should a qualified director die
                     prior to the commencement of the benefit,
                     payment of the benefit to his or her
                     survivors as described above will commence at
                     the next quarterly payment date following the
                     director's death.

Applicability:       The amended director retirement benefit as
                     proposed herein will take effect for all
                     retirements from the Board occurring in 1993
                     and thereafter.


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Service of
Less than a Year:   Service of less than a year will be
                    calculated with reference to the applicable
                    fraction for determining both vesting and
                    benefit duration.  Thus, for example, if a
                    director has service equal to six years and
                    nine months when he retires at age 70, he
                    will receive the annual amount for 6 3/4
                    years.





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