Description of Split-Dollar Insurance Arrangements between Company and Messrs. Babbio and Barr

Summary

This document describes an agreement where Messrs. Babbio and Barr have given up certain deferred compensation they previously earned. In return, the Company has set up split-dollar life insurance arrangements for their benefit. The Company pays the insurance premiums, but these amounts will eventually be repaid to the Company. The arrangement is structured so that the Company's after-tax costs are the same as if it had paid the deferred compensation. In 2002, the Company paid $1,163,800 and $405,573 in premiums for Messrs. Babbio and Barr, respectively.

EX-10.G 9 d98774exv10wg.txt DESCRIPTION - SPLIT-DOLLAR INSURANCE ARRANGEMENTS EXHIBIT 10g Description of Split-Dollar Insurance Arrangements Messrs. Babbio and Barr have waived their rights to receive certain previously earned deferred compensation in exchange for the Company's entering into split-dollar insurance arrangements for their benefit. Under these arrangements, the insurance premiums paid by the Company will be ultimately returned to the Company. The present value after-tax costs of these arrangements to the Company are designed to be equivalent to the after-tax costs to the Company of these waived deferred compensation obligations. The value of the premium paid by the Company in 2002 for these split-dollar insurance arrangements for Messrs. Babbio and Barr were $1,163,800 and $405,573, respectively.