Outside Directors Compensation Program Effective January 1, 2008
This document outlines the compensation program for outside directors of the company, effective January 1, 2008. Outside directors receive annual and supplemental retainer fees, additional fees for chairing committees, and attendance fees for board and committee meetings. Each outside director also receives an annual discretionary award credited to a deferred compensation account. The company reimburses directors for expenses related to board and committee meetings and other corporate duties.
Exhibit 10(i)(i)
Compensation of Outside Directors
The compensation program for our outside directors, effective as of January 1, 2008, is as follows:
| Annual retainer fee | $ | 35,000 | |
| Supplemental annual retainer fee (Vice Chair only) | $ | 20,000 | |
| Annual retainer fee for Chair of the Audit Committee | $ | 15,000 | |
| Annual retainer fee for Chair of each other committee | $ | 5,000 | |
| Attendance fee for each Board meeting | $ | 1,500 | |
| Attendance fee for each committee meeting | $ | 1,500 |
Each of the outside directors is also granted a discretionary award annually, consisting of a credit to an account established on behalf of each outside director under the Deferred Compensation Plan for Directors II in the amount of $65,000.
In addition, Board members are reimbursed for all expenses incidental to attendance at a meeting of the board of directors, a meeting of a committee of the board of directors, and any other expenses incurred on behalf of the corporation.
