Description of Changes to Compensation for Board Committee Chairs and Presiding Director
This document outlines changes approved by the Board of Directors regarding compensation for non-management directors. The annual cash retainer remains at $80,000, but fees for chairing the Audit and Compensation Committees increase to $15,000, and the Corporate Governance Committee chair receives $10,000. The Presiding Director's annual retainer is reduced from $50,000 to $25,000. Annual equity grants remain at $80,000 in value, but the grant date shifts to the last trading day in May each year.
Exhibit 10(iii)(A)(2)
Description of Changes to the Compensation of Board Committee Chairs and Presiding Director
At its meeting on March 26, 2009, the Company’s Board of Directors approved certain changes to the annual compensation of the non-management directors. While the annual cash retainer for all non-management directors remains the same at $80,000, annual fees for service as committee chairpersons will increase as follows: the Audit Committee and Compensation and Leadership Talent Committee chairpersons will receive $15,000 and the chairperson of the Corporate Governance Committee will receive $10,000. In addition, the annual retainer for the Presiding Director will be reduced from $50,000 to $25,000. Furthermore, while the amount of annual equity grants will remain at a value of $80,000, the grant date will move from January 1 to the last trading day in May in each year.
