Summary of Non-employee Director Compensation And Benefits

Exhibit 10-b-14

Summary of Non-Employee Director Compensation and Benefits*

(as of October 1, 2008)


1.

Annual Retainer Fees


ullet

$70,000 in cash paid quarterly. Directors may elect to defer all or part of the cash payment of retainer fees (i) until such time as specified, with interest on deferred amounts accruing quarterly at 120% of the Federal long-term rate set each month by the Secretary of the Treasury, or (ii) by electing to receive restricted stock units valued at the closing price of our common stock on the New York Stock Exchange-Composite Transactions reporting system on the date each retainer payment would otherwise be made in cash.


ullet

$62,000 in shares of our common stock paid in advance on October 1 of each year (or, if the person becomes a director after October 1, a pro rata amount paid on the first business day on which the person becomes a director) and valued at the closing price of our common stock on the New York Stock Exchange-Composite Transactions reporting system on the payment date. Directors may elect to receive the annual retainer grant of shares of our common stock as described above in the form of restricted stock units in the same number.


2.

Committ ...