Exhibit 10.57


 


Director Compensation Summary


 


We currently pay our
non-management directors an annual retainer of $150,000 per year.  We pay
$60,000 of the retainer in cash and $90,000 of the retainer in restricted stock
to non-management directors who have not satisfied our share ownership
guidelines.  We pay $105,000 of the
retainer in cash and $45,000 of the retainer in restricted stock to
non-management directors who have satisfied our share ownership guidelines. Any
director may elect to receive up to 100 percent his annual retainer in
restricted stock.  Any director who has satisfied our share ownership
guidelines may also elect to receive up to 50 percent of the portion of
the annual retainer that is not paid in cash in the form of stock options rather
than in the form of restricted stock.  Grants of restricted stock receive
cash dividends.  Restricted stock and stock options vest on the day
immediately prior to the first annual general meeting of shareholders at which
directors are elected following the grant of the stock or option.  Vested
options are exercisable for up to ten years after grant, but only while the
director is serving on the Board and for 30 days after leaving the Board (two
years after leaving if the director’s departure 
is due to his retirement after five years of Board service, death, or
disability, and two years following a change in control).


 


The Chairman of the Board
receives an additional $100,000 annual retainer, the Chairman of the Audit
Committee receives an additional $30,000 annual retainer and the Chairman of
each of the Compensation Committee, the Nominating and Governance Committee,
the Finance Committee and the Risk Oversight Committee receives an additional
$10,000 annual retainer. Members of the Audit Committee, other than the
chairman, receive an additional $10,000 annual retainer and members, other than
the chairmen, of each of the Compensation Committee, the Nominating and
Governance Committee, the Finance Committee and the Risk Oversight Committee
receive an additional $5,000 annual retainer. AGL will generally not pay a fee
for attendance at board or committee meetings, though the Chairman of the Board
has the discretion to pay attendance fees of $2,000 for extraordinary or
special meetings.


 


The Board of Directors
has recommended that each director own at least 10,000 common shares within
three years after joining the Board.  Common shares represented by stock
units previously granted to directors (i.e., units for which common shares will
be received six months after the director’s departure from service on the Board
of Directors) will count toward that guideline, although restricted shares
awarded upon a director’s initial election will not.  We have discontinued
both the practice of granting stock units to directors and of awarding
directors an initial, one-time restricted share grant upon their election to
the Board.  We continue to credit
dividend equivalents to outstanding stock units that were awarded to directors
in prior years as additional stock units at such time as cash dividends are
paid to holders of our common shares, based on the closing price of AGL’s
common shares on the date dividends are paid.