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Exhibit 10a

Nonemployee Directors’ Compensation
(Effective July 1, 2005)

                 
 
  Old
  New
Annual Cash Retainer1¯ 2
  $ 32,500     $ 32,500  
Lead Director Retainer1
  $ 6,000     $ 10,000  
Committee Chair Retainers1
               
Audit Committee
  $ 3,000     $ 10,000  
Board Affairs Committee
  $ 3,000     $ 5,000  
Finance Committee
  $ 3,000     $ 5,000  
Compensation and Organization Committee
  $ 3,000     $ 5,000  
Board Meeting Fee
  $ 1,500     $ 1,500  
Committee Meeting Fee
  $ 1,000     $ 1,000  
Grant of Restricted Shares Upon Election to Board
    4,000       N/A  
Annual Equity Grant (Number of shares issued determined by dividing $32,000 by the share price on the date of grant)
    N/A     $ 32,5003  

1 Paid quarterly in advance.

2 The Director Share Ownership Guidelines (the”Guidelines”) provide that a Nonemployee Director should either own (i) 4,000 or more Common Shares, or (ii) Common Shares having a market value of at least $100,000. If a Nonemployee Director meets the Guidelines in December annually, the Director may elect to receive all or part of his Annual Retainer of $32,500 for the following year in cash. If the Director does not meet these Guidelines, the Director is required to receive $15,000 in Common Shares until he or she meets one of the two Guidelines.

3 Annual Equity Grant for the year 2005 is prorated for the remainder of the year based on an effective date of July 1, 2005.