Summary of Compensation Arrangements for Nonemployee Directors
The Company’s nonemployee directors are as follows: Robert G. Bohn, Donald G. Calder, Robin S. Callahan,
Paul J. Choquette, Jr., Terry D. Growcock, Peter L.A. Jamieson, Peter F. Krogh, Stephen P. Munn, Gregg A.
Ostrander, Lawrence A. Sala, and Magalen C. Webert. Mr. Munn serves as Lead Director. He was appointed
Lead Director effective June 25, 2007. The Company pays Mr. Munn an annual retainer of $300,000 for his
service as a member of the Board of Directors and as Lead Director.
For 2008, the annual fee paid to each nonemployee director other than Mr. Munn was $50,000.
The Board has standing Executive, Audit, Compensation, Pension and Benefits and Corporate Governance and
The following table summarizes the compensation paid to each non-employee director for his or her service to the
Board and its committees during 2008:
Director Compensation Table
(1) Mr. Ruggiero resigned as a director effective September 10, 2008.
(2) Mr. Scocimara retired from the Board of Directors at the 2008 Annual Meeting on April 21, 2008 in
accordance with the retirement policy of the Board of Directors. Because Mr. Scocimara had announced his
retirement prior to the date the restricted stock units were awarded to the non-employee directors on
February 5, 2008, Mr. Scocimara received an award of cash, in lieu of a restricted stock unit award,
prorated for the period he served on the Board during 2008 through his retirement date.
(3) The following directors received a portion of their annual fee in Shares: Mr. Bohn — 1,223 Shares,
Mrs. Callahan — 737 Shares, Mr. Choquette — 737 Shares, Mr. Growcock — 184 Shares, Mr. Krogh —
368 Shares, Mr. Ostrander — 92 Shares, Mr. Sala — 368 Shares and Mrs. Webert — 368 Shares.
(4) The value of the stock and option awards shown in the table is equal to the expense reported for financial