DIRECTORS' PHANTOM SHARE PLAN
(Adopted by the Board of Directors on September 18, 1995)
(Amended and restated by the Board of Directors as of December 2, 2003)
WHEREAS, the Board of Directors has previously established a retirement income program for certain Directors
of the Company by resolution adopted on February 17, 1982 ("1982 Directors' Retirement Plan"); and
WHEREAS, the Board of Directors wishes to replace the 1982 Directors' Retirement Plan with a phantom share
plan and establish certain transitional provisions;
NOW THEREFORE, BE IT RESOLVED, that the following plan, to be known as the Directors' Phantom
Share Plan is hereby established with the following terms and conditions:
Directors, except employees or former employees of the Company or its subsidiaries within five years of their
termination of employment who are Directors ("Outside Directors"), shall receive annual grants of phantom shares
("Phantom Shares") (each Phantom Share to equal the fair market value of one share of Company common
stock) equal in value to one times the then current annual retainer for Outside Directors on each Board service
anniversary date (as hereinafter defined) following the date such Outside Director first became eligible to
participate in the Plan.
With respect to the current Outside Directors:
- Outside Directors with ten or more years of Board service as of September 18, 1995 shall continue to be
eligible to receive benefits under the 1982 Directors' Retirement Plan.
- Outside Directors with at least five years but less than ten years Board service as of September 18, 1995 shall
receive an annual grant of Phantom Shares equal in value to one times the then current annual retainer for Outside
Directors on each Board service anniversary date commencing on their next Board service anniversary date.
Such Directors shall continue to be eligible to receive benefits under the 1982 Directors' Retirement Plan to the
extent such benefits are accrued for benefit computation pur