Directors' Phantom Share Plan

EXHIBIT 10(R)


DIRECTORS' PHANTOM SHARE PLAN


Adopted by the Board of Directors on September 18, 1995
Amended by the Board of Directors on February 16, 1998 and April 17, 2000


WHEREAS, the Board of Directors has previously established a retirement income program for certain Directors of the Company by resolution adopted on February 17, 1982 ("1982 Directors' Retirement Plan"); and


WHEREAS, the Board of Directors wishes to replace the 1982 Directors' Retirement Plan with a phantom share plan and establish certain transitional provisions;


NOW THEREFORE, BE IT RESOLVED, that the following plan, to be known as the Directors' Phantom Share Plan is hereby established with the following terms and conditions:


Directors, except employees or former employees of the Company or its
subsidiaries within five years of their termination of employment who are
Directors ("Outside Directors"), shall receive annual grants of phantom
shares ("Phantom Shares") (each Phantom Share to equal the fair market
value of one share of Company common stock) equal in value to one times
the then current annual retainer for Outside Directors on each Board
service anniversary date (as hereinafter defined) through the tenth Board
service anniversary date following the date such Outside Director first
became eligible to participate in the Plan. No further awards of Phantom
Shares shall be made following such tenth Board service anniversary date.


With respect to the current Outside Directors:


o Outside Directors with ten or more years of Board service as of the
date hereof shall receive no grant of Phantom Shares but shall
continue to be eligible to receive benefits under the 1982
Directors' Retirement Plan.


o Outside Directors with at least five years but less than ten years
of Board service as of the date hereof shall receive an annual grant
of Phantom Shares equal in value to one times the then current
annual retainer for Outside Directors on each Board service
anniversary date commencing on their next Board service anniversary
date through their tenth Board service anniversary date. Such
Directors shall continue to be eligible to receive benefits under
the 1982


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Directors' Retirement Plan to the extent such benefits are accrued
for benefit computation purposes as of the date hereof (rounded to
completed years of Board service).


o Outside Directors with less th ...