Exhibit 10.25
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On July 10, 2002, the Company's Board of Directors amended the Plan for Deferred
Compensation  in Common  Stock for Outside  Directors to require all future plan
participants to receive their deferred compensation in the form of Common Stock,
and thereby adopted the following resolution:

Resolved,   that  the  amendments  to  the   Corporation's   Plan  for  Deferred
Compensation in Common Stock for Outside Directors,  as distributed to the Board
be, and hereby are, amended, subject, however, to the right of current directors
to elect  irrevocably to receive all of their deferred  compensation in stock or
retain  the  right to make the  election  between  stock  and cash  until  their
retirement; and that the shares of Common Stock issued pursuant to such plan, as
amended, be deemed fully paid and nonassessable; and that the proper officers of
the Corporation  be, and each hereby is,  authorized and directed to execute all
such further  instruments  and documents and take all such further action as may
be deemed appropriate to effectuate this resolution.