Exhibit 10.1


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

                     As amended, effective December 15, 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 $40,000  cash or a number of
stock units, payable in equal quarterly installments. 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 regular  board and  committee  meeting.  Each  non-employee  director  will
receive  $1,000  for his or her  participation  in  each  telephonic  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.