Exhibit 10(h)

                   Director's Cash Compensation Arrangements

     We increased our cash compensation for the non-employee directors effective
July 1, 2004.  Since July 2004,  directors have been paid an annual retainer fee
of $35,000,  plus $2,000 per board  meeting  attended  and $1,000 per  telephone
conference attended. The Chairman of the Compensation Committee and the Chairman
of the Board are also paid an additional fee of $5,000 per year. The Co-Chairman
of the Audit  Committee are both paid an additional  fee of $20,000 per year and
the other Audit  Committee  members are paid an  additional  annual  retainer of
$5,000 for serving on the Audit  Committee.  The members of the Audit  Committee
may also  receive  an  additional  $5,000  per year fee for  performing  special
services.  The only  such  award to date has been to Mr.  Heather  who  performs
review work on our annual reserve report and began receiving this additional fee
in the fourth quarter of 2002.

     The  Director  Plan  allows  each  non-employee  director to make an annual
election in the preceding year to receive his or her compensation either in cash
or in  shares  of our  common  stock  and to  elect  to  defer  receipt  of such
compensation, if they wish (see Exhibit 10(e)).