Exhibit 10.19.3


          SUMMARY OF NON-EMPLOYEE DIRECTORS' COMPENSATION ARRANGEMENTS
                             OUTSIDE OF FORMAL PLANS

                        As amended, effective July 1, 2005



ANNUAL RETAINER FEE
On  January 1 of each  year he or she  serves on the  board,  each  non-employee
director  will  receive an annual  retainer  fee of $30,000  cash or 5,000 stock
units. Each  non-employee  director must irrevocably elect by December 31 of the
prior year whether to receive his or her retainer in cash or units.

MEETING FEES AND ANNUAL STIPENDS
Each  non-employee  director will receive $2,000 for his or her participation in
each board and  committee  meeting.  The Chairman of the Board,  each  Committee
Chair and the Lead Director will receive an additional  annual stipend,  payable
in equal  quarterly  installments  on the first  business day of the  succeeding
quarter, in the following amounts:

   Chairman of the Board                                            $30,000
   Lead Director                                                    $15,000
   Audit Committee Chair                                            $25,000
   Compensation Committee Chair                                     $15,000
   Nominating and Corporate Governance Committee Chair               $7,500
   Retirement Plan Committee                                         $5,000

Each  non-employee  director must elect by December 31 of the prior year whether
to receive his or her meeting fees and annual stipend, when applicable,  in cash
or stock units, or a combination of the two forms of compensation.