Summary of Compensation Arrangements for Nonemployee Directors
The Company’s nonemployee directors are as follows: Donald G. Calder, Robin S. Callahan, Paul J.
Choquette, Jr., Peter L.A. Jamieson, Peter F. Krogh, Anthony W. Ruggiero, Lawrence A. Sala, Eriberto R.
Scocimara and Magalen C. Webert.
For 2005, the annual fee paid to each nonemployee director was $35,000. In addition, a $5,000 annual
attendance fee is paid to each nonemployee director who attends at least 75% of the aggregate of (i) the total
number of Board of Directors meetings which he or she is eligible to attend, and (ii) all meetings of committees of
the Board on which the director serves. For 2005, each nonemployee director attended at least 75% of such
meetings and received a $5,000 annual attendance fee.
The Board has standing Executive, Audit, Compensation, Pension and Benefits and Corporate
Governance and Nominating Committees. During 2005, Committee fees paid to the nonemployee directors were
In addition, on February 8, 2006, each nonemployee director received an option to acquire 2,000 shares
of the Company’s common stock at an option price of $68.86, which was equal to the closing market price of
the shares on the date of grant. All options expire ten (10) years following the date of grant.
Under the Deferred Compensation Plan for Nonemployee Directors, each nonemployee director is
entitled to defer up to 100% of his or her annual retainer and meeting fees. Each participant can direct the
“deemed investment” of his or her account among the different investment funds offered by the Company from
time to time. Initially, the investment options include (i) a fixed rate fund and (ii) Share equivalent units. All
amounts held under the Deferred Compensation Plan are 100% vested amounts credited to a participant’s
account and generally will be paid or commence to be paid after the participant terminates service as a director.
At the participant’s election, payments