Exhibit 10(q)

RESOLVED,  that the  Directors  Pension  Plan,  as amended on August 9, 2000, is
hereby further amended to provide, in its entirety, as follows:

      Each person who is a member of the Board of Directors on January 12, 2005,
      who was  elected  as a  director  prior to  August  9, 2000 and who is not
      eligible to receive a pension under any other Company retirement  program,
      shall,  following (i) the  termination of his or her service as a director
      and (ii) the  attainment by such director of the age of 65, be entitled to
      receive an annual  pension in the amount of $20,000,  payable in quarterly
      installments  until the earlier of (a) the expiration of a period equal to
      the number of full years that such  person  served as a director  prior to
      May 31, 2001 or (b) the death of such person.