<PAGE>
                                                                  EXHIBIT 10(LL)

                      DIRECTORS' DEFERRED COMPENSATION PLAN

                      ------------------------------------

              ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 3, 2002

RESOLVED, that effective January 1, 2003, a fixed retainer be paid to each
Director, except employees or former employees of the Company or its
subsidiaries within five years of their termination of employment who are
Directors, for services as a member of the Board of Directors, at a rate of
$50,000 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 and meeting fees described below
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.


                                       1
<PAGE>

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 a fee of $1,500 be paid to each Director, except
employees or former employees of the Company or its subsidiaries within five
years of their termination of employment 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 $2,500 be paid to each Director, except
employees or former employees of the Company or its subsidiaries within five
years of their termination of employment 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 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.


                                        2