EXHIBIT 10.31

                  SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

Each non-employee Director of the Company is paid a $30,000 annual retainer fee
(payable at the Director's election in cash or restricted stock). Each
non-employee Director is also granted an annual restricted stock award having a
value of $100,000 that vests in one installment on the third anniversary of the
date of grant. The Director Emeritus of the Company received a $30,000 annual
retainer fee and will receive $100,000 (payable in cash), which shall be paid in
full in May 2007. The Chairman of the Board receives a $60,000 annual Board
Chairman retainer fee, and an annual restricted stock award of $200,000, which
also vests in one installment on the third anniversary of the date of grant and
an unrestricted stock award of $16,000. In addition, the Chairmen of the Audit
and Compensation and Incentive Committees are each paid a $30,000 annual
retainer fee and members of the Audit and Compensation and Incentive Committees
are each paid a $15,000 annual retainer fee (in each case payable at the
Director's election in cash or restricted stock that vests as described above).
The Chairman of the Nominating and Governance Committee is paid a $20,000 annual
retainer fee and members of the Nominating and Governance Committee are each
paid a $10,000 annual retainer fee (in each case payable at the Director's
election in cash or restricted stock that vests as described above). Mr. Erhart
receives an additional annual fee of $8,000 in lieu of stock options granted to
Directors in previous years. Mr. Erhart was a member of the Compensation and
Incentive Committee of either the Company or an affiliated company on the dates
of such grants and, thus, was ineligible to participate.