DIRECTOR'S COMPENSATION

Exhibit 10 (i)

Summary of Compensation Arrangements with Non-Employee Directors
As of February 28, 2005


The following summarizes the current compensation and benefits received by
the Company's non-employee directors as of February 28, 2005. It is intended to
be a summary of existing oral, at will arrangements, and in no way is intended
to provide any additional rights to any non-employee director.

Fees

Non-employee directors each receive an annual retainer fee of $16,000,
which is paid on a quarterly basis, plus per-meeting fees. In addition, each
participating non-employee director receives $2,000 in February to review and
participate in a conference call to discuss the Form 10-K.

The per meeting fees for non-employee directors are as follows:

o For meetings of the Board of Directors, Compensation Committee,
Corporate Governance/Nominating Committee and Diversity
Committee, $1,000.

o For meetings of the Audit Committee, $2,000.

o The Chairman of the Audit Committee receives an additional
Pre-Board Meeting fee of $1,000 for each board meeting.

o The Chairmen of the Compensation Committee, Corporate
Governance/Nominating Committee and Diversity Committee each
receive an additional fee of $1,000 for each meeting of the
committee which he chairs.

o The Chairman of the Audit Committee receives an additional fee of
$3,000 per each meeting of the Audit Committee

Equity Compensation

Under the terms of the Company's Stock Incentive Plan, directors are
eligible to receive stock options, stock awards, and other types of equity-based
compensation awards. However, the Company does not make any such awards to
non-employee directors under its current compensation policies.

All non-employee directors are entitled to reimbursement of expenses for
all services as a director, including committee participation or special
assignments.