Exhibit 10.o

                            COMPENSATION OF DIRECTORS

     In recognition of the increasing amount of time required to prepare for and
attend Board of Directors' meetings, as well as the added responsibilities
related to Board service, and after reviewing Director compensation offered by
other companies of comparable size in the same industry, the Board of Directors
approved an increase in the fees payable to non-employee directors effective
July 1, 2004. This is the first increase in non-employee directors' fees since
the establishment of the 1997 Non-Employee Directors Stock Plan (the "Directors
Stock Plan"), pursuant to which one-half of the cash compensation formerly paid
to non-employee Directors was replaced with an annual vesting of shares of
restricted stock. Effective July 1, 2004, non-employee Directors receive an
annual retainer of $80,000, of which $40,000 is payable in cash and
approximately $40,000 is payable in the form of a restricted stock award under
the Directors Stock Plan as described below. In addition, each Director receives
$1,500 for every Board of Directors or committee meeting attended in person or
by telephone. The Chairman of the Audit Committee receives an additional $15,000
for chairing such committee, and the Chairmen of the Organization and
Compensation Committee and of the Corporate Governance and Nominating Committee
receive an additional $7,500 for chairing such committees.

     Each award of Company Common Stock under the Directors Stock Plan vests
over a five-year period in 20 percent equal annual installments, with the value
of the stock award based on the market price of Company Common Stock on the date
of grant. Stock awards previously received by non-employee Directors replaced
one-half of the five-year compensation of a Director (prorated for a partial
first year of service), and as each five-year award expired, a new award
equivalent to the five-years of replaced cash compensation was granted.
Effective July 1, 2004, awards equivalent to the five-years of replaced cash
compensation will be granted only to new non-employee directors. As those awards
expire and upon expiration of existing awards initially equivalent to five-years
of compensation, a non-employee Director will thereafter receive an annual award
that vests over five years, but is equivalent to $40,000, which represents
one-year of replaced cash compensation.

     The Directors Stock Plan also provides for the grant to each non-employee
Director on the date of each Annual Meeting of Stockholders of a non-qualified
option to purchase 8,000 shares of Company Common Stock at the then current
market price. In addition, each new non-employee Director also receives a
one-time stock option grant of 32,000 shares under the Company's 1991 Long Term
Stock Incentive Plan. All of these options become exercisable in 20 percent
installments on the first five anniversaries of the grant date. Each option has
a ten-year term for exercise from the date of grant, except that options may
generally be exercised for only a limited period of time upon death or following
termination of service as a non-employee Director for any reason other than
permanent and total disability or retirement on or after normal retirement age.
Upon termination of a Director's term for any reason other than death, permanent
and total



disability or following a change in control, the Company may require the
participant to pay back to the Company the net gain realized upon the exercise
of any installment of an option that became exercisable within two years prior
to termination.

     The Directors Stock Plan provides that a participant is generally
restricted from engaging in certain competitive activities while serving as a
Director and for one year following termination of the participant's term as a
Director.

     In the event of a breach of this noncompete agreement, the Company may
require the participant to pay back to the Company the net gain realized from an
award of restricted stock or upon the exercise of any portion of an option, but
only to the extent the gain is realized from restrictions on the award lapsing
or exercises occurring, as the case may be, on or after termination or within
two years prior to such termination.

     The Board has established stock ownership guidelines for Directors. The
guidelines require non-employee Directors to retain at least 50% of the shares
of restricted Company Common Stock they receive as compensation from the Company
until the date of their termination or retirement from service as a Director.

     Directors are eligible to participate in the Company's matching gifts
program (which is available to Company employees) pursuant to which the Company
will match gifts made to eligible educational and cultural institutions up to an
aggregate of $10,000 per year for each participant. In addition, to facilitate
Directors' attendance at Board and committee meetings, the Company may provide
transportation on Company aircraft. A Director's spouse is permitted to
accompany the Director on such trips if space is available. The Company has
permitted, on an infrequent basis, a Director to use a Company aircraft for
personal use. Directors are also eligible to participate in the Company's
employee purchase program, which enables employees to purchase Company products
for their personal use at special discount prices.