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                                                                   Exhibit 10(N)


                      DIRECTORS DEFERRED COMPENSATION PLAN
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              ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 1, 1997



RESOLVED, that effective January 1, 1998, a fixed retainer be paid to each
Director, except employees or former employees of the Company or its
subsidiaries who are Directors, for services as a member of the Board of
Directors, at a rate of $40,000 per year. One-half of the fixed retainer shall
be deferred under the Directors' Deferred Compensation Plan (the "Plan") into a
bookkeeping account ("Deferred Compensation Account") denominated in phantom
shares ("Phantom Shares") with each Phantom Share equal to the fair market value
of one share of Company common stock. Directors may elect to defer (the
"Deferral Election") all or a portion of the remaining fixed retainer into the
Deferred Compensation Account in Phantom Shares. The Deferral Election shall
remain in effect for the calendar year for which made and shall continue in
effect for each succeeding calendar year unless revoked or modified prior to the
commencement of such succeeding year.

         Dividend equivalents will be accrued on all Phantom Shares under this
         Plan. Upon the payment date of each dividend declared on the Company's
         common stock, that number of additional Phantom Shares will be credited
         to each Director's account which is equivalent in value to the
         aggregate amount of dividends which would be paid if the number of
         Phantom Shares credited to each Director's account were actual shares
         of the Company's common stock.

         Upon termination of service as a Director for any reason, accrual
         shares of the Company's common stock equal in number to the number of
         Phantom Shares credited to the Director's account, less any applicable
         withholding, shall be promptly paid to the Director or his or her
         designated beneficiary (or estate if no beneficiary designated).

         For all purposes of this Plan, the fair market value for the Company's
         common stock and Phantom Shares shall be the mean of the high and low
         prices of the Company's common stock on the relevant date as reported
         on the New York Stock Exchange - Composite Transactions Listing (or
         similar report) or if no sale was made on such date, then on the next
         preceding day on which such sale was made.

         No award of Phantom Shares shall be assignable or transferable by the
         Directors, except by will or by the laws of descent and distribution.




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         The number of Phantom Shares credited to a Director's account shall be
         adjusted to reflect any stock split, stock dividend, combination of
         shares, merger, consolidation, reorganization, or other change in the
         structure of the Company or the nature of the Company's common stock
         (the "event") in the same manner as the event affects the Company's
         common stock.

         The Board of Directors may alter or amend this Plan, in whole or in
         part, from time to time, or terminate the Plan at any time, provided,
         however, no such action shall adversely affect any rights or
         obligations with respect to awards of Phantom Shares previously made
         under the Plan, without consent of the individual Director.

         RESOLVED FURTHER, that the officers of the Company be and they
         severally are authorized to do and perform each and every act and thing
         and to execute and deliver any and all documents as, on the advice of
         legal counsel of the Company, such officers may deem necessary or
         advisable to implement the intent and purpose of the preceding
         resolutions, such officer's execution thereof to be conclusive evidence
         of the exercise of the discretionary authority herein conferred.

         RESOLVED FURTHER, that a fee of $1,000 be paid to each Director, except
         employees or former employees of the Company or its subsidiaries who
         are Directors, for attendance at each duly called meeting of the Board
         and for attendance at each duly called meeting of any Committee of the
         Board of which he or she is a member (other than as Chairman), or which
         he or she is requested by the Chairman of such Committee to attend,
         together with an allowance for any proper expenses incurred in
         attending such meeting; and

         RESOLVED FURTHER, that a fee of $1,500 be paid to each Director, except
         employees or former employees of the Company or its subsidiaries who
         are Directors, for attendance at each duly called meeting of any
         Committee of the Board of which he or she is Chairman, together with an
         allowance for any proper expenses incurred in attending such meeting;
         and

         RESOLVED FURTHER, that the officers of the Company be and hereby
         severally are authorized to make payments to each such Director in
         accordance with the provisions of the preceding resolutions.