**Exhibit10.2**

**DirectorsCompensation**
| **Board of Directors Compensation**                |                                                                                                                                                                                                        |
|----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Board of Directors-Annual Retainer                 | $30,000                                                                                                                                                                                                     |
| Chairman of the Board-Annual Retainer              | $30,000                                                                                                                                                                                                     |
| In person board meeting fee                        | $2,500 per meeting                                                                                                                                                                                          |
| Telephonic board meeting fee                       | $1,000 per meeting                                                                                                                                                                                          |
| One Time Restricted Stock Grant on April 1, 2007   | Valued at $50,000 for Henry F. Frigon and                                                                                                                                                                   |
| (Applies only to the directors named in the        | $25,000 for each of Bruce A. Quinnell and                                                                                                                                                                   |
| right-hand column hereof)                          | William J. Hunckler III (based on “Fair Market                                                                                                                                                         |
|                                               | Value” on the date of grant as defined in the                                                                                                                                                          |
|                                               | 1997 Long-Term Equity Incentive Plan, as                                                                                                                                                                    |
|                                               | amended, and the 2004 Long-Term Equity                                                                                                                                                                      |
|                                               | Incentive Plan, as amended)                                                                                                                                                                                 |
| Annual Restricted Stock Grants after June 30, 2007 | Valued at $50,000 for each of Henry F.                                                                                                                                                                      |
| (Applies only to the directors named in the        | Frigon, Bruce A. Quinnell and William J.                                                                                                                                                                    |
| right-hand column hereof)                          | Hunkler III (based on “Fair Market Value” on  the date of grant as defined in the 1997 Long-  Term Equity Incentive Plan, as amended, and  the 2004 Long-Term Equity Incentive Plan, as  amended) |
| ** **                                         |                                                                                                                                                                                                        |
| ** **                                         |                                                                                                                                                                                                        |
| **Audit Committee Compensation**                   |                                                                                                                                                                                                        |
| Chair-Annual Retainer                              | $20,000                                                                                                                                                                                                     |
| In person audit committee meeting fee              | $1,500 per meeting                                                                                                                                                                                          |
| Telephonic audit committee meeting fee             | $750 per meeting                                                                                                                                                                                            |
|                                               |                                                                                                                                                                                                        |
|                                               |                                                                                                                                                                                                        |
| **Compensation Committee Compensation**            |                                                                                                                                                                                                        |
| Chair-Annual Retainer                              | $10,000                                                                                                                                                                                                     |
| In person compensation committee meeting fee       | $1,000 per meeting                                                                                                                                                                                          |
| Telephonic compensation committee meeting fee      | $500 per meeting                                                                                                                                                                                            |

 

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