Exhibit 10.8

Retirement Policy - Board of Directors


     Any person who was a non-employee  director of the Company on June 26, 1997
with six or more years  service as a director who retires from his  directorship
is compensated  for a term of fifty percent of the years served by such director
(but for not more than twelve years) through an annual payment equal to the base
annual retainer fee paid to the Company's  directors for the retiring director's
last year of service.

     There is no minimum  age for  retirement  of  directors,  but any  retiring
director must have served a minimum of three years to be eligible for retirement
benefits.

     The mandatory retirement age for directors is 70.

     The Company maintains and pays for a medical policy for its former chairman
who  retired in 1995 after  thirty  years of  service.  No other  directors  are
entitled to medical coverage or insurance upon retirement from the board.