Director Compensation
The form and amount of Directors' compensation shall be fixed and approved by the majority vote of the Board based upon the recommendation of the Compensation, Conflicts And Business Ethics Committee. In general, the only compensation that Directors shall be entitled to receive for Board and/or Board committee service shall be Directors' fees payable in the form of cash, stock grants, stock purchase options, stock unit awards or stock appreciation rights, as well as any additional benefits and/or reimbursements regularly given or extended to all Directors. While Board compensation shall generally be consistent among Directors, additional compensation may be granted to Directors who provide additional services to the Board, including for service on committees. The Compensation, Conflicts And Business Ethics Committee shall review Director compensation at least annually. The Company shall not, directly or indirectly, including through any subsidiary, extend or maintain credit, or arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to any Directors or Executive Officers within the meaning of Section 13(k) of the Exchange Act.

Stock Ownership
The Board believes that, in order to align the interests of Directors and the Shareholders, Directors should have a meaningful financial stake in the Company. Each Director who has served on the Board for at least three years should own a minimum of 5,000 common shares. The Board will evaluate whether exceptions should be made for any director on whom this requirement would impose a financial hardship.