RETIREMENT POLICY FOR DIRECTORS
(As revised, effective September 24, 1998)
1. An outside director will retire from the Board as of the first day of the month following his or her attaining age
70. An outside director, for the purposes of this policy, is one who has never been an employee of the Company.
2. Any employee director who was first elected to the Board prior to September 28, 1990 will tender his or her
resignation from the Board as of the effective date of his or her retirement from the Company and such
resignation will be accepted absent a determination by the Board that the services of the director are unique and
essential for such period as the Board may determine.
3. Any employee director who was first elected to the Board on or after September 28, 1990 will retire from the
Board as of the effective date of his or her termination of employment for any reason or at the age of 65,
whichever occurs first. However, such an employee director who has served as Chief Executive Officer will retire
from the Board at the end of his or her current term upon retirement as an employee from the Company or
immediately upon termination of employment prior to retirement. If desired by the Board, such a retiring Chief
Executive Officer may serve as a consultant to the Board.
4. Nothing in this policy shall be construed to restrict the stockholders' right to elect any person a director of the
Company in accordance with the Certificate of Incorporation and By-Laws.
RETIREMENT BENEFITS, PHANTOM STOCK GRANTS AND STOCK OPTIONS FOR
(Effective January 1, 1997, as revised September 24, 1998)
Retirement benefits for directors will be determined as follows:
. A director who is retired as of January 1, 1997 will receive an annual retirement benefit equal to 10% of the
annual retainer fee payable to active directors at the time such benefit is actually paid for each year or fraction
thereof of service as a director (with a maximum of ten years).
. Each director who was a