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                                                                   EXHIBIT 10(c)


COMPENSATION OF DIRECTORS

         Corporate officers do not receive any additional compensation for
service as a director. Non-employee directors receive a quarterly retainer of
$4,500, a fee of $1,500 for the first directors' meeting or committee meeting
attended on a given day, and $500 for each additional meeting attended on the
same day, up to a maximum of $2,500 per day. The directors may be similarly
compensated if they attend other meetings or conferences at the request of the
Chairman or President. In addition, the directors receive $500 for any action
taken by unanimous written consent or via telephone conference of less than 30
minutes in duration, and directors who serve as chairmen of committees receive
an additional quarterly retainer of $400. All non-employee directors are
eligible to participate in the Deferred Compensation Plan for Non-employee
Directors described below. Participants in the plan may elect to receive their
director compensation in the form of Common Stock of the Corporation, in which
case they receive an additional amount equal to 25% of the compensation so
deferred. The amount of compensation received by non-employee directors is
reviewed from time to time by the Corporation's management. If management
believes that a change in the amount of non-employee director compensation is
required to make the level of such compensation competitive relative to the size
and nature of the Corporation's business, management recommends the change to
the Board of Directors and approval of any such change requires the affirmative
vote of a majority of the directors then serving in office. The directors
participate in the Corporation's travel accident plan and may also elect to
participate in the Corporation's contributory health insurance plan.



