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.