Exhibit 10.37

                     Summary of 2008 Director's Compensation
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     Fee Structure. In 2008, each outside director will be paid an annual
retainer fee of $50,000 for service on the Board of Directors. In general, 100%
of the retainer fee is to be paid in the form of common stock equivalents, as
described below. A director may elect, however, to have up to 40%, or $20,000,
of the fee paid in cash. The outside directors will also receive meeting
attendance fees, committee chair and membership fees, and reimbursement of their
expenses for attending meetings of the Board of Directors and its committees.
The fees are generally paid in cash, but at the option of the director may be
paid in directors' stock equivalents. Outside directors will receive $1,000 for
each in-person meeting of the Board of Directors attended, and $500 for each
telephonic meeting. Outside directors who are members of the Audit Committee and
Compensation/Nominating/Governance Committee will receive $1,000 for each
in-person meeting, and $500 for each telephonic meeting attended. Each outside
director who serves as a Chairman of the Audit Committee or the
Compensation/Nominating/Governance Committee will be paid a fee of $8,000 per
chairmanship. Also, the lead independent director will be paid a $6,000 retainer
fee for serving as the chairman and primary spokesman when the Board of
Directors meets in executive session. Outside directors who serve as members of
the Audit Committee or Compensation/Nominating/Governance Committee will be paid
$4,000 per committee membership. Members of the Three-year Independent Director
Evaluation Committee will receive $1,000 for each meeting of that committee
attended.

     Common Stock Equivalents and Restricted Stock. As described above, all or a
portion of an outside director's retainer fee is generally paid in common stock
equivalent units. These directors' stock equivalents are payable in cash or, at
the Company's option, shares of common stock after an outside director ceases to
serve as a director. Final distribution of these amounts may be made either in a
lump sum or in installments over a period of years. The directors' stock
equivalents are issued at 100% of the fair market value on the date of the
grant.

     In January 2008, each outside director received 3,010 shares of restricted
stock, which vest on the first anniversary of the date of grant.

     Deferred Compensation Plan. The Company has a voluntary deferred
compensation plan for outside directors. Under the plan, an outside director may
elect, prior to commencement of the next calendar year, to have some or all of
the cash portion, that is, up to 40%, or $20,000, of his or her retainer fee and
some or all of his or her meeting fees credited to a deferred compensation
account. The plan provides these directors with various investment options. The
investment options include stock equivalent units of the Company's common stock,
which may be paid out in either cash or, at the Company's option, shares of
common stock.