.
.
.
Exhibit No. 10(D)
2005 BOARD OF DIRECTORS' COMPENSATION
2004 2005
NON-EMPLOYEE DIRECTORS (EXCLUDING CHAIRMAN - SEE BELOW)
- -------------------------------------------------------
Retainer (per year) $10,000 $10,000
Board Meetings $3,000 $3,200
Board Telephone Meeting $1,500 $1,500
Management Interaction Day $2,000 $2,000
Special Meetings $1,000 $1,000
COMMITTEE MEETINGS
- ------------------
AUDIT COMMITTEE
Meetings -- Committee Member $2,000 $2,100
Meetings -- Committee Chair $4,000 $4,200
Regularly Scheduled Audit Telephone Meetings -- Committee Member $1,000 $1,000
Regularly Scheduled Audit Telephone Meetings -- Committee Chair $1,500 $1,500
ALL OTHER COMMITTEES
Meetings -- Committee Member $2,000 $2,100
Meetings -- Committee Chair $2,500 $2,600
Telephone Meetings (as needed) $500 $500
RESTRICTED STOCK AWARDS
- -----------------------
Value of Annual Restricted Stock Awards (excluding Chairman) $100,000 $100,000
Chairman of the Board
Value of Annual Restricted Stock Award in lieu
of Retainer and Meeting Fees $200,000 $200,000