Exhibit 10.15


 


Summary of Compensation Arrangements for
Nonemployee Directors


 


The Company’s nonemployee directors are as follows:  Donald
G. Calder, Robin S. Callahan, Paul J. Choquette, Jr., Peter L.A. Jamieson,
Peter F. Krogh, Anthony W. Ruggiero, Lawrence A. Sala, Eriberto R. Scocimara
and Magalen C. Webert.


 


For 2004, the annual fee paid to each nonemployee director was
$35,000.  In addition, a $5,000 annual
attendance fee is paid to each nonemployee director who attends at least 75% of
the aggregate of (i) the total number of Board of Directors meetings which
he or she is eligible to attend, and (ii) all meetings of committees of
the Board on which the director serves. 
For 2004, each nonemployee director attended at least 75% of such
meetings and received a $5,000 annual attendance fee.


 


The Board has standing Executive, Audit, Compensation, Pension and
Benefits and Corporate Governance and Nominating Committees.  During 2004, Committee fees paid to the
nonemployee directors were as follows:


 


	
  Nonemployee

  Director

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Donald G. Calder

  	
   

  	
  $

  	
  30,000

  	
   

  
	
  Robin S. Callahan

  	
   

  	
  30,000

  	
   

  
	
  Paul J. Choquette, Jr.

  	
   

  	
  30,000

  	
   

  
	
  Peter L.A. Jamieson

  	
   

  	
  20,000

  	
   

  
	
  Peter F. Krogh

  	
   

  	
  25,000

  	
   

  
	
  Anthony W. Ruggiero

  	
   

  	
  25,000

  	
   

  
	
  Lawrence A. Sala

  	
   

  	
  15,000

  	
   

  
	
  Eriberto R. Scocimara

  	
   

  	
  30,000

  	
   

  
	
  Magalen C. Webert

  	
   

  	
  15,000

  	
   

  
					



 


In addition, on February 4, 2004, each nonemployee director
received an option to acquire 1,000 shares of the Company’s common stock at an
option price of $57.07, which was equal to the closing market price of the
shares on the date of grant.  On February 2,
2005, each nonemployee director received an option to acquire 1,000 shares of
the Company’s common stock at an option price of $64.18, which was equal to the
closing market price of the shares on the date of the grant.  All options expire ten (10) years
following the date of grant.


 


Under the Deferred Compensation Plan for Nonemployee Directors, each
nonemployee director is entitled to defer up to 100% of his or her annual
retainer and meeting fees.  Each participant
can direct the “deemed investment” of his or her account among the different
investment funds offered by the Company from time to time.  Initially, the investment options include (i) a
fixed rate fund and (ii) Share equivalent units.  All amounts held under the Deferred
Compensation Plan are 100% vested amounts credited to a participant’s account
and generally will be paid or commence to be paid after the participant
terminates service as a director.  At the
participant’s election, payments can be made in a lump sum or in quarterly
installments.  Payments under the
Deferred Compensation Plan are made in cash from the Company’s general
assets.   For the period January 1,
2004 to December 31, 2004, the fixed rate fund accrued interest at six
percent (6%) per annum and the aggregate interest accrued for all participants
in the Deferred Compensation Plan was $38,136.