STANDARD FEES FOR NON-MANAGEMENT DIRECTORS

(Effective Year 2007)

Annual Retainer:		35,000
Additional Committee Chairperson Retainers
	Audit Committee:	$15,000
	Compensation Committee:	$10,000
	Nominating/Corporate Governance:	$10,000
	Lead Independent Director:	$10,000
Meeting Fee**:		$1,500 ($2,500 for the Chairperson)
Restricted Stock Unit Award:		1,400 shares vesting on the date preceeding the next annual meeting of shareholders
Annual Stock Option Grant:
	Number of Underlying Shares:	5,000 share
	Exercise Price:	FMV on Annual Meeting Date
	Term:	10 years
	Vesting:	Date preceding the next annual meeting of shareholders
	Termination:	Three years from termination of service as a director

** Applies to all Board meetings and all meetings of any committee established by the Board unless the Board authorizes a different fee structure for such committee.