SUMMARY OF NON-MANAGEMENT DIRECTOR COMPENSATION As of January 1, 2006

Function

Amount Paid

Form of Payment

Annual Retainer

$37,000 annually

Payable in quarterly increments in shares of company common stock at its fair market value

Board Meeting Fee

$5,000 per meeting

Cash per meeting attended

Standing Committee Meeting Fee

$1,750 per meeting

Cash per meeting attended

Committee Chair Meeting Fee

$2,500 total per meeting

Cash per meeting attended

Lead-Non Management Director Fee

$10,000 annually

Payable in cash in quarterly increments

Meeting Travel Expenses

Reasonable and actual

Cash reimbursement