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                                                                  EXHIBIT 10(II)


                          DIRECTORS' PHANTOM SHARE PLAN


           (Adopted by the Board of Directors on September 18, 1995)
    (Amended and restated by the Board of Directors as of December 2, 2003)


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) following the date such
      Outside Director first became eligible to participate in the Plan.

      With respect to the current Outside Directors:

         -        Outside Directors with ten or more years of Board service as
                  of September 18, 1995 shall continue to be eligible to receive
                  benefits under the 1982 Directors' Retirement Plan.

         -        Outside Directors with at least five years but less than ten
                  years Board service as of September 18, 1995 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. Such Directors shall continue to be
                  eligible to receive benefits under the 1982 Directors'
                  Retirement Plan to the extent such benefits are accrued for
                  benefit computation purposes as of September 18, 1995 (rounded
                  to completed years of Board service).

         -        Outside Directors with less than five years of Board service
                  as of September 18, 1995, and Outside Directors elected to the
                  Board after that date, shall receive an initial grant of
                  Phantom Shares equal to the current annual retainer for
                  Outside Directors times the number of years (rounded to
                  completed years) of Board service. Such Directors shall
                  thereafter receive an annual grant of Phantom Shares equal to
                  one times the then current



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                  annual retainer for Outside Directors on each Board service
                  anniversary date commencing on their next Board service
                  anniversary date. Such Directors shall not be eligible for any
                  benefits under the 1982 Directors' Retirement Plan.

         Dividend equivalents will be accrued on all Phantom Shares granted
         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 Outside Directors' 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 Outside Directors' account
         were actual shares of the Company's common stock.

         All Phantom Shares become fully vested at the earlier of:

                  (i)      five years from the date of grant;

                  (ii)     upon the Director's termination of service on the
                           Board on or after age 55; or

                  (iii)    a "Change in Control" as defined in the Company's Key
                           Employees' Stock Option Plan.

         Upon termination of Board service (the "termination date") the fair
         market value of all vested Phantom Shares shall be paid to each Outside
         Director in cash, subject to applicable withholding taxes, as follows:

         The value of each Outside Directors' account shall be paid in 12
         installments commencing on the first day of the month coincident with
         or next following the Director's termination date, and on the first day
         of the next 11 months thereafter (each an "installment date"). Each
         installment shall equal a fractional amount of each Outside Directors'
         account, the numerator of which is one and the denominator of which is
         equal to the number of months remaining between the installment date
         and 12 months after the first installment date.

         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.

         The first Board service anniversary date for each Outside Director
         shall mean the date of the first Annual Meeting of Shareholders
         following election as a Director; provided, however, in the case of an
         Outside Director who is a former employee of the Company or its
         subsidiaries, the first Board service anniversary date shall mean the
         date of the first Annual Meeting of Shareholders following the date
         such Outside Director first became eligible to participate in the Plan.
         Each Board service anniversary thereafter shall be the date of the next
         Annual Meeting of Shareholders.


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         Any person who is entitled to benefits under the 1982 Directors'
         Retirement Plan as of the date hereof shall be fully vested in the
         right to receive such benefits. No additional accrual of years of
         service for benefit calculation purposes shall be made under the 1982
         Directors' Retirement Plan. Other than as expressly provided in these
         Directors' Phantom Share Plan resolutions, the resolutions of February
         17, 1982 are hereby rescinded and are of no further force and effect.

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

         The number of Phantom Shares credited to an Outside Directors' 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 Outside Director.

FURTHER RESOLVED, 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.




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