DirectorsCompensation

Board of Directors Compensation

Board of Directors-Annual Retainer

$30,000

Chairman of the Board-Annual Retainer

$30,000

In person board meeting fee

$2,500 per meeting

Telephonic board meeting fee

$1,000 per meeting

One Time Restricted Stock Grant on April 1, 2007

Valued at $50,000 for Henry F. Frigon and

(Applies only to the directors named in the

$25,000 for each of Bruce A. Quinnell and

right-hand column hereof)

William J. Hunckler III (based on “Fair Market

Value” on the date of grant as defined in the

1997 Long-Term Equity Incentive Plan, as

amended, and the 2004 Long-Term Equity

Incentive Plan, as amended)

Annual Restricted Stock Grants after June 30, 2007

Valued at $50,000 for each of Henry F.

(Applies only to the directors named in the

Frigon, Bruce A. Quinnell and William J.

right-hand column hereof)

Hunkler III (based on “Fair Market Value” on
the date of grant as defined in the 1997 Long-
Term Equity Incentive Plan, as amended, and
the 2004 Long-Term Equity Incentive Plan, as
amended)

Audit Committee Compensation

Chair-Annual Retainer

$20,000

In person audit committee meeting fee

$1,500 per meeting

Telephonic audit committee meeting fee

$750 per meeting

Compensation Committee Compensation

Chair-Annual Retainer

$10,000

In person compensation committee meeting fee

$1,000 per meeting

Telephonic compensation committee meeting fee

$500 per meeting