RESOLVED, that in addition to the options awarded under the 1998 Long-Term Incentive Plan, as Amended
and Restated, the annual fee paid to each of the Corporation's outside directors, effective May 15, 2002, shall be
paid the sum of (i) a $7,000 annual base fee, plus $1,000 for each non-telephonic Board of Directors meeting
attended, $500 for each telephonic Board of Directors meeting attended, $500 for each non-telephonic
Committee meeting attended and $250 for each telephonic Committee meeting attended, payable quarterly in
arrears; and (ii) two annual distributions of the Corporation's common stock, each valued at $3,500, distributed
on or about July 1 and January 1, with such stock being valued based on its closing price on the last trading day
preceding the applicable distribution date.
Adopted by the Board of Directors on 5/15/02
RESOLVED, that effective October 1, 2002 that the compensation of the Chairperson of the Audit Committee
be, and the same hereby is, increased by $2,500 per annum, with such increase being payable on a quarterly
RESOLVED, that $500 shall be paid for outside director's participation and/or attendance at each meeting of the
Audit Committee, Personnel and Compensation Committee, Executive Committee and Option Committee,
including telephonic meetings, when such director is a member of such Committee, and for participation in and/or
attendance at telephonic meetings of the Board of Directors.
Adopted by the Board of Directors on 10/15/02