SUMMARYOF NON-MANAGEMENT DIRECTOR COMPENSATION Asof January 3, 2005

Function

Amount Paid

Form of Payment

Annual Retainer

$27,000 annually

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

Board Meeting Fee

$3,000 per meeting

Cash per meeting attended

Standing Committee Meeting Fee

$1,250 per meeting

Cash per meeting attended

Committee Chair Meeting Fee

$2,000 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