**EXHIBIT 10.2**
DIRECTORS’ DEFERRED COMPENSATION PLAN

(Adopted By The Board Of Directors On February 17, 2004)
RESOLVED, that effective January 1, 2003, a fixed retainer be paid to eachDirector, except employees or former employees of the Company or itssubsidiaries within five years of their termination of employment who areDirectors, for services as a member of the Board of Directors, at a rate of$50,000 per year; and
FURTHER RESOLVED, that Directors may elect to defer (the “Deferral Election”)all or a portion of the fixed retainer and meeting fees described below underthe Directors’ Deferred Compensation Plan (the “Plan”) into a bookkeepingaccount (“Deferred Compensation Account”) denominated in phantom shares(“Phantom Shares”) with each Phantom Share equal to the fair market value ofone share of Company common stock. The Deferral Election shall remain ineffect for the calendar year for which made and shall continue in effect foreach succeeding calendar year unless revoked or modified prior to thecommencement of such succeeding year. The Plan terms and provisions shallinclude the following:
     (1) Dividend equivalents will be accrued on all Phantom Shares under thePlan. Upon the payment date of each dividend declared on the Company’s commonstock, that number of additional Phantom Shares will be credited to eachDirector’s account which is equivalent in value to the aggregate amount ofdividends which would be paid if the number of Phantom Shares credited to eachDirector’s account were actual shares of the Company’s common stock.
     (2) Upon termination of service as a Director for any reason, actualshares of the Company’s common stock equal in number to the number of PhantomShares credited to the Director’s account, less any applicable withholding,shall be promptly paid to the Director or his or her designated beneficiary (orestate if no beneficiary designated).
     (3) For all purposes of the Plan, the fair market value for the Company’scommon stock and Phantom Shares shall be the mean of the high and low prices ofthe Company’s common stock on the relevant date as reported on the New YorkStock Exchange — Composite Transactions Listing (or similar report) or if nosale was made on such date, then on the next preceding day on which such salewas made.
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     (4) No award of Phantom Shares shall be assignable or transferable by theDirectors, except by will or by the laws of descent and distribution.
     (5) The number of Phantom Shares credited to a Director’s account shall beadjusted to reflect any stock split, stock dividend, combination of shares,merger, consolidation, reorganization, or other change in the structure of theCompany or the nature of the Company’s common stock (the “event”) in the samemanner as the event affects the Company’s common stock.
     (6) The Board of Directors may alter or amend the Plan, in whole or inpart, 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 toawards of Phantom Shares previously made under the Plan, without consent of theindividual Director.
FURTHER RESOLVED, that a fee of $1,500 be paid to each Director, exceptemployees or former employees of the Company or its subsidiaries within fiveyears of their termination of employment who are Directors, for attendance ateach duly called meeting of the Board and for attendance at each duly calledmeeting of any Committee of the Board of which he or she is a member (otherthan as Chairman), or which he or she is requested by the Chairman of suchCommittee to attend, together with an allowance for any proper expensesincurred in attending such meeting; and
FURTHER RESOLVED, that a fee of $2,500 be paid to each Director, exceptemployees or former employees of the Company or its subsidiaries within fiveyears of their termination of employment who are Directors, for attendance ateach duly called meeting of any Committee of the Board of which he or she isChairman, together with an allowance for any proper expenses incurred inattending such meeting; and
FURTHER RESOLVED, that the officers of the Company be and they severally areauthorized to do and perform each and every act and thing and to execute anddeliver any and all documents as, on the advice of legal counsel of theCompany, such officers may deem necessary or advisable to implement the intentand purpose of the preceding resolutions, such officer’s execution thereof tobe conclusive evidence of the exercise of the discretionary authority hereinconferred; and
FURTHER RESOLVED, that the foregoing resolutions shall supercede, in theirentirety, the resolutions regarding compensation of directors adopted by theBoard on December 3, 2002.
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