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                                                                 EXHIBIT 10(g) 

 
                            Directors' Compensation
 
     Compensation for directors has three components, the first being paid in
cash and the remaining two being tied to the Company's Common Stock.
 
     Each non-employee director receives a $25,000 annual retainer, together
with a fee of $1,000 for each Board of Directors' meeting and committee meeting
attended. (Committee Chairmen receive an additional $600 for each meeting
chaired.) The Company's deferred fee plan permits directors to defer receipt of
all or any part of their fees until they cease to be directors. Amounts deferred
are credited with interest at current rates.
 
     Since 1992 the directors' compensation plan has linked a portion of
compensation directly with the interests of the stockholders through periodic
awards of restricted Common Stock. In January 1998 each non-officer director
received an award of 900 restricted shares, which vest in one-third increments
on the first three anniversaries of the award and fully vest upon death or
retirement. Under the program, each non-officer director who joins the Board
after January 2, 1998 will receive on the first business day of January
following election a grant of 300 shares for each full year of service remaining
until January 2001. Shares granted to directors pursuant to this program are
included in the table under "Security Ownership."
 
     The Company also has adopted a phantom stock plan under which each
non-officer director is granted 1,000 units of phantom stock upon becoming a
director. Each unit is equal in value to the market value of one share of the
Company's Common Stock. The phantom stock account is credited with additional
units in an amount equivalent to dividends on the Company's Common Stock and is
adjusted for any stock dividends, stock splits, combinations or similar
changes. A director is eligible for a cash distribution from his or her phantom
stock account at retirement or upon approved resignation in the form of a lump
sum or ten annual installments as elected by the director at the time of grant.
In addition, the value of each director's phantom stock account will be
distributed immediately to the director in the event of a corporate change of   
control.
 
     Harold B. Smith has a one-year agreement with the Company providing for a
consulting fee of $85,000.