
                                                                      Exhibit 10

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                            DARDEN RESTAURANTS, INC.

                          DIRECTOR COMPENSATION PROGRAM

                         EFFECTIVE AS OF OCTOBER 1, 2005











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                                TABLE OF CONTENTS


                                                                          Page


ARTICLE I. GENERAL PROVISIONS................................................1

     Section 1. Purpose......................................................1
     Section 2. Effective Date and Duration of the Program...................1
     Section 3. Definitions..................................................1
     Section 4. Common Stock Awards under the Program........................3
     Section 5. Eligibility..................................................3
     Section 6. Elections....................................................4
     Section 7. Account Statements...........................................4
     Section 8. Payment Upon Death...........................................4
     Section 9. Unfunded Program.............................................4
     Section 10. Section 16..................................................4
     Section 11. Notices.....................................................5
     Section 12. Administration..............................................5
     Section 13. No Right to Directorship....................................5
     Section 14. Governing Law...............................................5
     Section 15. Amendment, Suspension or Termination of the Program.........5
     Section 16. No Guarantee of Tax Consequences............................5

ARTICLE II. CASH COMPENSATION -- CASH ELECTION...............................5


ARTICLE III. CASH COMPENSATION -- DEFERRAL ELECTION..........................6

     Section 1. Deferral Election............................................6
     Section 2. Deferred Cash Compensation Account...........................6
     Section 3. Account Distributions........................................6
     Section 4. Hardship Distributions.......................................7
     Section 5. Distributions Upon Approval of the Committee.................8


ARTICLE IV. CASH COMPENSATION -- COMMON STOCK AND SRO ELECTIONS..............8

     Section 1. Common Stock Election........................................8
     Section 2. Shares Available.............................................9
     Section 3. Computation of Shares........................................9
     Section 4. SRO's........................................................9

ARTICLE V. STOCK COMPENSATION................................................9

     Section 1. Awards under Stock Plan......................................9
     Section 2. Non-qualified Stock Options..................................9
     Section 3. Annual Stock Awards..........................................10

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ARTICLE VI. DEFERRAL OF ANNUAL STOCK AWARD...................................11

     Section 1. Purpose and Effect...........................................11
     Section 2. Stock Units and Deferred Stock Unit Accounts.................11
     Section 3. Stock Deferral...............................................12
     Section 4. Payment of Deferred Amounts..................................12
     Section 5. Effect on Annual Stock Awards................................13










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                            DARDEN RESTAURANTS, INC.
                          DIRECTOR COMPENSATION PROGRAM

                                   ARTICLE I.
                               General Provisions

     Section  1.  Purpose.  It is  the  intent  of  the  Company  to  provide  a
compensation  program for its  Directors  which will  attract and retain  highly
qualified  individuals  to serve in this  capacity,  to compensate its Directors
through various cash and stock-based  arrangements and to provide Directors with
opportunities for stock ownership in the Company,  thereby aligning the interest
of Directors with the Company's shareholders.  This Program sets forth the terms
and conditions  pursuant to which  Compensation  for Directors  shall be paid or
deferred. All Stock Compensation,  Stock Units, shares of Common Stock and SRO's
that are part of the Compensation  paid or deferred pursuant to this Program are
awarded  pursuant to the terms of the  applicable  Stock Plan and any applicable
Award Agreement.  Notwithstanding  any provision to the contrary in this program
document, each provision in this program document shall be interpreted to permit
the deferral of compensation in accordance with Section 409A of the Code and any
provision  that  would  conflict  with such  requirements  shall not be valid or
enforceable.

     Section 2. Effective Date and Duration of the Program. The Program shall be
deemed  effective  as of  October 1, 2005 and shall  continue  in full force and
effect until suspended or terminated by the Committee  pursuant to Section 15 of
Article I.

     Section 3. Definitions.  As used in the Program,  the following terms shall
have the meanings set forth below:

     (a) "Annual Stock Award" shall have the meaning assigned to it in Section 3
of Article V.

     (b) "Award Agreement" shall mean any written  agreement,  contract or other
instrument or document  evidencing  an award granted under the Stock Plan.  Each
Award Agreement  shall be subject to the applicable  terms and conditions of the
Stock Plan under which such Award  Agreement was granted and any other terms and
conditions (not inconsistent with such Stock Plan) determined by the Committee.

     (c) "Board" shall mean the Board of Directors of the Company.

     (d) "Cash Compensation" shall mean the annual retainer and meeting fees for
each  regular or special  Board  meeting  and any  committee  meeting  attended.
Pursuant  to the terms set forth  herein,  Directors  may elect to have the Cash
Compensation otherwise payable to them paid in any combination of cash, deferred
cash, Common Stock and SRO's as set forth in Article II, Article III and Article
IV.

     (e) "Change of Control,"  unless  otherwise  defined in an Award Agreement,
shall mean any of the following events:

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          (i) any person  (including  a group as defined in Section  13(d)(3) of
     the Exchange Act) becomes, directly or indirectly,  the beneficial owner of
     20% or more of the shares of the Company  entitled to vote for the election
     of Directors;

          (ii) as a result  of or in  connection  with any  cash  tender  offer,
     exchange  offer,  merger or other business  combination,  sale of assets or
     contested election,  or combination of the foregoing,  the persons who were
     Directors  of the Company  just prior to such event cease to  constitute  a
     majority of the Board; or

          (iii) the consummation of a transaction in which the Company ceases to
     be an independent  publicly-owned corporation or the consummation of a sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company.

     (f) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to  time,  and any  regulations  or  other  official  guidance  promulgated
thereunder.

     (g) "Committee" shall mean the Compensation Committee of the Board.

     (h) "Common Stock" shall mean the common stock,  without par value,  of the
Company.

     (i) "Company" shall mean Darden Restaurants, Inc., a Florida corporation.

     (j) "Compensation" shall mean Cash Compensation and Stock Compensation,
collectively.

     (k) "Deferral Participant" shall mean a person who is eligible hereunder to
make a deferral  election  under  Article  III or  Article  VI. A person who has
become a Deferral Participant shall be considered to continue as a "participant"
within the meaning of the  Program  (even if such  person  subsequently  becomes
ineligible to make deferrals  under Article III or Article VI) until the date of
the  Deferral  Participant's  death or, if earlier,  the date when the  Deferral
Participant no longer  satisfies the  eligibility  requirements  in Section 5 of
Article I and the Deferral Participant has received a distribution of all of the
Deferral  Participant's  Deferred Cash  Compensation  Account and Deferred Stock
Unit Account.

     (l) "Deferred Cash Compensation Account" shall mean the bookkeeping account
established  for each  Deferral  Participant  in  accordance  with  Section 2 of
Article III.

     (m)  "Deferred  Stock  Unit  Account"  shall mean the  bookkeeping  account
established  for each  Deferral  Participant  in  accordance  with  Section 2 of
Article VI.

     (n) A "Director" for purposes of the Program is defined as a person who has
been  elected  to the Board and who is not an  employee  of the  Company  or any
subsidiary of the Company.

     (o)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (p) "Fair Market Value" shall have the meaning  assigned to it in the Stock
Plan.

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<PAGE>

     (q)  "Non-transferability  Period" shall have the meaning assigned to it in
Section 3(b) of Article V.

     (r) "Option" shall mean a non-qualified option that is not intended to meet
the requirements of Sections 422 or 423 of the Code or any successor provision.

     (s)  "Program"   shall  mean  this  Darden   Restaurants,   Inc.   Director
Compensation Program, as amended from time to time.

     (t) "Program  Quarters" shall mean the quarterly periods that correspond to
the Company's fiscal quarters.

     (u) "Program  Year" shall mean the one-year  period which begins the day of
the annual  shareholders  meeting in September and terminates the day before the
next succeeding annual shareholders meeting.

     (v) "SRO's" shall mean salary replacement options.

     (w) "Stock  Compensation"  shall mean the Options and Annual  Stock  Awards
awarded to each Director pursuant to Article V.

     (x) "Stock  Deferral" shall have the meaning assigned to it in Section 1 of
Article VI.

     (y) "Stock  Plan"  shall  mean the  Company's  shareholder-approved  equity
compensation  plan in effect from time to time  pursuant to which the Company is
authorized to grant stock and stock-based awards to Directors,  as such plan may
be amended from time to time.  On the effective  date of the Program,  the Stock
Plan is the Darden Restaurants, Inc. 2002 Stock Incentive Plan.

     (z)  "Stock  Unit"  shall  mean  one  of the  units  credited  to  Deferral
Participants' Deferred Stock Unit Accounts.

     (aa)  "Unforeseeable  Emergency"  shall have the meaning  assigned to it in
Section 4(b) of Article III.

     Section  4.  Common  Stock  Awards  under  the  Program.  On and  after the
effective date of the Program,  all Stock  Compensation,  Stock Units, shares of
Common  Stock  and  SRO's  that are part of the  Compensation  paid or  deferred
pursuant to the terms of the Program shall be awarded and issued  under,  and in
accordance with, the terms of the applicable Stock Plan and any applicable Award
Agreement.

     Section 5. Eligibility.  Each person who is a Director of the Company shall
be eligible to  participate  in the  Program and to make  deferrals  pursuant to
Article III and  Article  VI. A person who ceases to be a Director  shall not be
eligible to make deferrals pursuant to Article III and Article VI.


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Section 6. Elections.

          (a) Cash  Compensation  Election.  In  accordance  with  the  terms of
     Article II,  Article III and Article IV, each Director may elect by written
     notice to the Company to participate in the Cash  Compensation  alternative
     provisions of the Program.  Any  combination  of the  alternatives  - cash,
     deferred  cash,  Common Stock  and/or SRO's - may be elected,  provided the
     aggregate of the  alternatives  elected equals 100% of the Director's  Cash
     Compensation  otherwise  payable. A Director elected to the Board after the
     annual  shareholder  meeting  may elect,  by written  notice to the Company
     before such Director's term begins, to participate in the Cash Compensation
     alternatives  for the  remainder of that Program  Year,  and  elections for
     succeeding Program Years shall be on the same basis as other Directors. Any
     election by a Director  shall remain in effect for the entire  Program Year
     to which such election applies. In addition,  if a Director fails to submit
     an election in a timely manner with respect to a subsequent Program Year, a
     Director's Cash Compensation for a Program Year shall be paid in cash.

          (b) Annual Stock Award Deferral Election. In accordance with the terms
     of Article VI, each Director may elect by written  notice to the Company to
     make a deferral  election with respect to an Annual Stock Award. A Director
     first elected to the Board after the annual shareholder  meeting may elect,
     by written notice to the Company  before such  Director's  term begins,  to
     make a deferral  election with respect to the prorated  Annual Stock Award,
     and  elections for  succeeding  Program Years shall be on the same basis as
     other  Directors.  If a Director  fails to submit a deferral  election in a
     timely manner with respect to a subsequent  Program Year, any election with
     respect to the prior Program Year shall remain in effect.

     Section 7. Account  Statements.  As soon as possible  after the end of each
Program Year, the Company shall supply to each participant an account  statement
of participation under the Program.

     Section 8. Payment Upon Death.  If a  participant  dies prior to payment in
full of all amounts due under the  Program,  the balance of the amount due shall
be paid in  full  in a  single  sum  payment  to such  participant's  designated
beneficiary,  or, if none (or if there is no valid  beneficiary  designation  on
file with the Company),  the participant's  estate as soon as possible following
death.

     Section 9.  Unfunded  Program.  The Program shall be unfunded and shall not
create (or be  construed  to create) a trust or a  separate  fund or funds.  The
Program shall not establish any fiduciary  relationship  between the Company and
any  participant  or other person.  To the extent any person holds any rights by
virtue of an award under the  Program,  such right shall be no greater  than the
right of an unsecured general creditor of the Company.

     Section 10.  Section 16. With  respect to persons  subject to Section 16 of
the Exchange Act, transactions under the Program are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any  provision of the Program or action by the Board or the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board or the Committee.

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     Section 11.  Notices.  Unless  otherwise  notified,  all notices  under the
Program  shall be sent in  writing to the  Company,  attention  the  Supervisor,
Management  Stock  Plans,  5900  Lake  Ellenor  Dr.,  Orlando,   FL  32809.  All
correspondence  to the participants  shall be sent to the address which is their
last known address as on file with the Company.

     Section  12.  Administration.  The  Program  shall be  administered  by the
Committee.  The Committee  shall have full authority and complete  discretion to
interpret the Program,  to promulgate such rules and regulations with respect to
the Program as it deems desirable and to make all other determinations necessary
or appropriate for the  administration of the Program,  and such  determinations
shall be final and binding upon all persons having an interest in the Program.

     Section  13. No Right to  Directorship.  Neither the Program nor any action
taken  hereunder shall be construed as giving any Director any right to continue
to serve as a  Director  or any right to be  nominated  for  re-election  to the
Board.

     Section 14. Governing Law. The Program shall be governed by the laws of the
State of Florida.

     Section 15.  Amendment,  Suspension  or  Termination  of the  Program.  The
Committee  may suspend or  terminate  the Program or any portion  thereof at any
time, and the Committee may amend the Program from time to time as may be deemed
to be in the best  interests of the  Company;  provided,  however,  that no such
amendment,  suspension or  termination  shall be made (a) which would impair the
rights of a participant with respect to Compensation theretofore earned, without
such  participant's  consent,  or (b) which would require  shareholder  approval
under  the Code or the  rules or  regulations  of the  Securities  and  Exchange
Commission  (including  any approval  requirement  which is a  prerequisite  for
exemptive  relief  from  Section  16 of the  Exchange  Act),  the New York Stock
Exchange,   any  other  securities  exchange  or  the  National  Association  of
Securities  Dealers,  Inc.  that are  applicable  to the  Company,  without such
shareholder approval,  or (c) after a Change of Control,  which would affect the
Compensation  earned prior to such amendment,  suspension or termination without
the  written  consent of a majority  of  participants  determined  as of the day
before a Change of Control.  Notwithstanding anything herein to the contrary, in
no event shall any  amendment,  suspension,  or  termination be made in a manner
that is  inconsistent  with  the  requirements  to  avoid  adverse  federal  tax
consequences under Section 409A of the Code.

     Section 16. No Guarantee of Tax Consequences.  No person connected with the
Program in any capacity,  including,  but not limited to, the Company (or any of
its affiliates) and its directors,  officers, agents, and employees may make any
representation,  commitment  or  guarantee  regarding  the tax  treatment of any
benefits, compensation, or deferrals under this Program.

                                  ARTICLE II.
                       Cash Compensation -- Cash Election

     Each Director may elect to have all or a specified percentage of his or her
Cash Compensation for the Program Year paid in cash. In addition, in the absence
of a  timely

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election under Article III or Article IV, a Director's Cash  Compensation  for a
Program Year shall be paid in cash.  Each Director with respect to whom all or a
specified  percentage of his or her Cash Compensation  under the Program will be
paid in cash shall be paid all or the specified percentage,  as the case may be,
of his or her Cash  Compensation  for the  Program  Year as soon as  practicable
after the end of each Program  Quarter for the Cash  Compensation  earned during
such Program Quarter. Any Director who ceases to be a Director for any reason at
any time during a Program  Year shall be entitled to have the Cash  Compensation
earned  during the Program  Quarter  during which such  Director  ceased to be a
Director  paid in  accordance  with  the  Director's  cash  election  (with  any
remaining  amount  paid to such  Director  in  accordance  with  the  Director's
election under Article III or Article IV), but shall not be entitled to any Cash
Compensation for any subsequent Program Quarter during such Program Year.

                                  ARTICLE III.
                     Cash Compensation -- Deferral Election

     Section 1.  Deferral  Election.  Each  Director  may elect to have all or a
specified  percentage  of his or her  Cash  Compensation  for the  Program  Year
deferred until the participant  ceases to be a Director.  A Director's  deferral
election  with  respect to a Program  Year must be made at such time and in such
manner as established by the Committee but in no event later than the end of the
calendar year preceding the start of such Program Year.

     Section 2. Deferred Cash  Compensation  Account.  For each Director who has
made a deferred  cash  election  pursuant to this Article III, the Company shall
establish a Deferred  Cash  Compensation  Account and shall credit such deferred
compensation  account  as of the  end of  each  Program  Quarter  for  the  Cash
Compensation  otherwise  earned  during such Program  Quarter.  Any Director who
ceases to be a Director  for any reason at any time during a Program  Year shall
have the Cash  Compensation  otherwise  payable for the Program  Quarter  during
which such Director ceased to be a Director credited to his or her Deferred Cash
Compensation  Account in accordance with the Director's  deferral election (with
any remaining  non-deferred  amount paid to such Director in accordance with the
Director's  election  under Article II or Article IV), but shall not be entitled
to any Cash Compensation for any subsequent  Program Quarter during such Program
Year.  Each  Director  for whom a Deferred  Cash  Compensation  Account has been
established shall be entitled to elect a daily crediting rate or rates of return
based on the rate or rates of return of funds or  portfolios  established  under
the  Darden  Restaurants,  Inc.  FlexComp  Plan,  as  amended  from time to time
("FlexComp").  Such  elections  shall  be made  in  accordance  with  procedures
established  by the  Committee.  With  respect to rates of return that are to be
credited based on the FlexComp Common Stock fund,  FlexComp stock units shall be
credited to the participant's  Deferred Cash Compensation Account as of the last
business day of the Program Quarter,  in accordance with the  recordkeeping  and
crediting rules applicable under FlexComp.

     Section 3. Account  Distributions.  At the time a Director makes his or her
election to defer any amounts to his or her Deferred Cash Compensation  Account,
the Director must also  irrevocably  elect a form of payment with respect to the
Deferred Cash Compensation Account.  Distribution of the Deferral  Participant's
Deferred Cash Compensation Account shall be subject to the following:

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          (a) All distributions  from the Deferral  Participant's  Deferred Cash
     Compensation  Account  shall  be  paid  or  commence  to be paid as soon as
     practicable  after the January 1 coincident with or next following the date
     the Deferral Participant ceases to be a Director;

          (b) A Deferral Participant may elect to have distributions from his or
     her Deferred Cash  Compensation  Account paid or commence to be paid in the
     form of:

               (1)  a single cash payment, or

               (2)  annual cash installments for a period not to exceed ten (10)
                    years.  If  installments  are  elected,  the  amount of each
                    installment   shall   equal  the   value  of  the   Deferral
                    Participant's  Deferred Cash Compensation Account determined
                    by  the   Committee   (or  its  delegate)  as  of  the  date
                    immediately  preceding  the  effective  date  of  each  such
                    installment,  divided  by the total  number  of  installment
                    payments remaining to be paid.

          (c)  In  the  absence  of  an  election  at  the  time  of   deferral,
     distribution  of all amounts in the Deferral  Participant's  Deferred  Cash
     Compensation  Account shall be paid in the form of a single cash payment as
     soon as practicable  after the January 1 coincident  with or next following
     the date the Deferral Participant ceases to be a Director.

Each  installment  or lump-sum  payment  shall include the rate of return on the
outstanding account balance to the date on which the distribution occurs.

          Section 4.  Hardship  Distributions.  At any time prior to the time an
     amount  is  otherwise  payable  hereunder,  a  participant  may  request  a
     distribution of deferred amounts on account of the participant's  financial
     hardship, subject to the following requirements:

               (a) Such  distribution  shall be made, in the sole  discretion of
          the  Committee,  if the  participant  has  incurred  an  Unforeseeable
          Emergency.

               (b) For purposes of the  Program,  an  "Unforeseeable  Emergency"
          shall  mean an  unanticipated  emergency  that is  caused  by an event
          beyond the control of the  participant and that would result in severe
          financial  hardship  to the  participant  resulting  from a sudden and
          unexpected  illness or accident of the  participant or a participant's
          dependent   (as  defined  in  Code  Section   152(a)),   loss  of  the
          participant's  property due to casualty (including the need to rebuild
          a home following damage to a home not otherwise  covered by insurance,
          for  example,  as a result of a natural  disaster),  or other  similar
          extraordinary and unforeseeable  circumstances  arising as a result of
          events beyond the participant's  control.  The circumstances that will
          constitute an  Unforeseeable  Emergency  will depend upon the facts of
          each case (as determined in a manner  consistent with the requirements
          of Section 409A of the Code) and be based on the information  supplied
          by the participant, in writing, on the form provided by the Committee.

               Notwithstanding the foregoing, payment under this section may not
          be made to the extent that such hardship is or may be relieved:

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                    (i) through  reimbursement  or  compensation by insurance or
               otherwise;

                    (ii) by  liquidation  of the  participant's  assets,  to the
               extent the  liquidation  of such  assets  would not itself  cause
               severe financial hardship; or

                    (iii) by cessation of deferrals under the Program.  For this
               purpose,  the participant  may cancel a deferral  election due to
               such hardship event such that any later  deferral  election shall
               be  subject  to  the  provisions   governing   initial   deferral
               elections.

               In addition to the  foregoing,  distributions  under this section
          shall not be allowed for purposes of sending a child to college or the
          participant's  desire to  purchase a home or other  residence.  In all
          events,  distributions  made on account of an Unforeseeable  Emergency
          are limited to the extent  reasonably  needed to satisfy the emergency
          need.

               (c) All distributions under this section shall be made as soon as
          practicable  after the Committee has approved the distribution and the
          requirements of this paragraph are met. In addition, all distributions
          under this section shall not be made under any circumstances otherwise
          not permitted for such  distributions  pursuant to Section 409A of the
          Code.

     Section 5.  Distributions  Upon Approval of the Committee.  Notwithstanding
any other  provision  of the Program to the  contrary,  and solely to the extent
permitted by Section 409A of the Code, the Committee, by majority approval, may,
in its sole  discretion,  direct that  payments be made before such payments are
otherwise due if, for any reason (including, but not limited to, a change in the
tax or revenue  laws of the United  States of  America,  a  published  ruling or
similar announcement issued by the Internal Revenue Service, a regulation issued
by the  Secretary  of the  Treasury or his or her  delegate,  or a decision by a
court of competent  jurisdiction  involving a participant  or  beneficiary),  it
believes that a participant  or beneficiary  has  recognized  income for federal
income tax purposes  with respect to amounts that are or will be payable to such
participant  or  beneficiary  under  the  Program  before  they are paid to such
participant or beneficiary.  In making this  determination,  the Committee shall
take into  account  the  hardship  that would be imposed on the  participant  or
beneficiary by the payment of federal income taxes under such circumstances.

                                  ARTICLE IV.
               Cash Compensation -- Common Stock and SRO Elections

     Section 1. Common Stock  Election.  Each  Director may elect,  at such time
established  by the  Committee  prior to payment,  to receive all or a specified
percentage of his or her Cash  Compensation  for the Program Year paid in shares
of Common Stock,  which will be issued as soon as  practicable  after the end of
each  Program  Quarter for the Cash  Compensation  earned  during  such  Program
Quarter. Any Director who makes such an election and who ceases to be a Director
for any reason at any time during a Program Year shall be entitled to payment of
the Cash  Compensation  earned  during the  Program  Quarter  during  which such
Director ceased to be a Director paid in accordance with the foregoing  election
in the form of shares of Common Stock

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<PAGE>

(with  any  remaining  amounts  paid to such  Director  in  accordance  with the
Director's  election  under Article II, Article III or Section 4 of this Article
IV),  but shall not be  entitled  to any Cash  Compensation  for any  subsequent
Program Quarter during such Program Year.

     Section 2.  Shares  Available.  The Company  shall  ensure that an adequate
number of  shares  of Common  Stock  are  available  for  distribution  to those
participants making this election,  and all such shares of Common Stock shall be
issued  under the  applicable  Stock Plan.  Only whole  number of shares will be
issued, with any fractional share amounts paid in cash.

     Section 3.  Computation of Shares.  For purposes of computing the number of
shares  earned each Program  Quarter,  the value of each share shall be equal to
the mean of the high and low  prices of shares  of the  Common  Stock on the New
York Stock Exchange on the last day on which the New York Stock Exchange is open
for trading of each Program Quarter.

     Section 4.  SRO's.  Each  Director  may elect to receive all or a specified
percentage of his or her Cash  Compensation  for the Program Year in the form of
SRO's.  The Committee  shall grant SRO's to each such  Director  pursuant to the
applicable Stock Plan. Such grants shall be made on the last day of each Program
Quarter  for the  Cash  Compensation  earned  during  such  Program  Quarter.  A
Director's SRO election with respect to a Program Year must be made at such time
and in such manner as  established  by the  Committee but in no event later than
the end of the  calendar  year  preceding  the start of such Program  Year.  Any
Director  who makes such an SRO election and who ceases to be a Director for any
reason  at any  time  during  a  Program  Year  shall  be  entitled  to the Cash
Compensation earned during the Program Quarter during which such Director ceased
to be a Director paid in  accordance  with such  Director's  SRO election in the
form of SRO's (with any  remaining  amounts paid to such  Director in accordance
with the Director's  election under Article II, Article III or Section 1 of this
Article  IV),  but  shall  not be  entitled  to any  Cash  Compensation  for any
subsequent Program Quarter during such Program Year. Such grants shall be valued
by the same  formula  as used by the  Committee  for  awards of SRO's  under the
applicable  Stock  Plan  to  employees  of  the  Company.   SRO's  shall  become
exercisable in full after a period of six months from the date of grant, or such
longer  period if so determined by the Committee at the date of the grant of the
SRO. SRO's shall be treated as Options under the  applicable  Stock Plan for all
other  purposes  and  shall  be  subject  to the  terms  and  conditions  of the
applicable Stock Plan and the applicable Award Agreement.

                                   ARTICLE V.
                               Stock Compensation

     Section 1. Awards under Stock Plan. All Stock Compensation paid pursuant to
this  Article  V (or  deferred  under  Article  VI)  is  awarded  under,  and in
accordance  with,  the terms of the  applicable  Stock Plan.  In addition to the
terms and conditions  set forth below,  such awards are subject to the terms and
conditions of the applicable Stock Plan and any applicable Award Agreement.

     Section 2. Non-qualified Stock Options.

          (a) Option  Awards.  Each person who becomes a Director  for the first
     time after the effective  date of the Program shall be awarded an Option to
     purchase  12,500

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     shares of Common  Stock,  effective  as of the date such  person  becomes a
     Director. In addition, at the close of business on each annual shareholders
     meeting,  each Director elected or re-elected to the Board shall be granted
     an Option to purchase 3,000 shares of Common Stock.  An Award  Agreement in
     the form approved by the Committee shall evidence such Options. All Options
     granted under the Program shall be non-qualified  stock options governed by
     Section 83 of the Code.

          (b)  Option  Exercise  Price.  The per  share  price to be paid by the
     Director  at the  time an  Option  is  exercised  shall be 100% of the Fair
     Market Value of the Common Stock on the date of grant.

          (c) Term of Option. Each Option shall expire 10 years from the date of
     grant.

          (d) Exercise of Option.  Options shall become  exercisable  in full on
     the first anniversary of the date of grant,  except that the 12,500 Options
     granted to a Director  upon his or her first  election  to the Board  shall
     become exercisable in full on the third anniversary of the date of grant.

     Section 3. Annual Stock Awards.

          (a) Annual Stock Awards.  At the close of business on the date of each
     annual  shareholders  meeting,  each Director  elected or re-elected to the
     Board at such shareholders  meeting shall be granted an award equal to that
     number of shares of Common  Stock having a Fair Market Value on the date of
     grant equal to  $100,000,  rounded to the nearest  whole share (the "Annual
     Stock Award").  Each Director who is appointed as a Director of the Company
     at any time other than at an annual  shareholders  meeting shall be granted
     on the date of such appointment a prorated Annual Stock Award equal to that
     number of shares of Common  Stock,  rounded  to the  nearest  whole  share,
     having  a Fair  Market  Value  on the  date  of  grant  equal  to  $100,000
     multiplied by a fraction, the numerator of which is 365 minus the number of
     days in the  period  from  the  date  of the  annual  shareholders  meeting
     immediately  preceding such appointment to the date of such appointment and
     the denominator of which is 365.  Notwithstanding the foregoing, a Director
     may elect with  respect to each such Annual Stock Award (1) at the time and
     on the terms and  conditions  set forth in Article VI, to defer  receipt of
     100% of the Common Stock that would  otherwise be received  pursuant to his
     or her Annual Stock Award until a date that is on or after the cessation of
     Board  service or (2) to receive  25% or 50% of the Annual  Stock  Award in
     cash with the  remaining  amount in whole shares of Common Stock (with cash
     for  fractional  shares).  Any such deferral  election shall result in such
     shares of Common Stock not being  issued to the Director  and, in exchange,
     the Director will be credited with Stock Units,  representing the Company's
     obligation  to pay  deferred  compensation  at a later  date in the form of
     unrestricted  Common Stock,  all on the terms and  conditions  set forth in
     Article VI.

          (b)  Non-transferability.   From  the  date  of  grant  to  the  first
     anniversary   of  the  date  of  grant  of  any  Annual  Stock  Award  (the
     "Non-transferability  Period"),  none of the shares of Common Stock subject
     to the Annual Stock Award may be sold,  transferred,  assigned,  pledged or
     otherwise  encumbered  or disposed  of by a Director  other than by

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     (1) the Director's  last will and testament or (2) the  applicable  laws of
     descent  and  distribution.  During  the  Non-transferability  Period,  any
     certificate  representing  shares of Common  Stock  that are  subject to an
     Annual Stock Award shall bear a legend  giving  notice of the  restrictions
     described in this Section 3(b). During the Non-transferability Period, each
     Director  shall have all the rights and  privileges of a  shareholder  with
     respect to the shares of Common  Stock  subject to the Annual  Stock Award,
     including the right to vote such shares and to receive  dividends  thereon.
     Notwithstanding  the  foregoing,   the  Non-transferability   Period  shall
     terminate  and  restrictions  on Annual  Stock  Awards shall lapse upon the
     occurrence of a Change of Control.

                                  ARTICLE VI.
                         Deferral of Annual Stock Award

          Section 1. Purpose and Effect. This Article VI authorizes the deferred
     receipt of Common  Stock that would  otherwise be received due to an Annual
     Stock Award under  Article V,  notwithstanding  any other  provision in the
     Program to the  contrary.  In  accordance  with the rules set forth in this
     Article  VI,  participants  may elect to defer  receipt of shares of Common
     Stock that would have been issued  under an Annual  Stock Award in exchange
     for the  Company's  agreement to pay deferred  compensation  in the form of
     unrestricted shares of Common Stock ("Stock Deferral").

          Section  2.  Stock  Units and  Deferred  Stock  Unit  Accounts.  Stock
     Deferrals made pursuant to Section 1 and Section 3 of this Article VI shall
     be  reflected  as Stock Units and shall be  credited  to the  participant's
     Deferred Stock Unit Account, subject to the following rules:

               (a)  Stock  Units.   For  each  share  of  Common  Stock  that  a
          participant  elects to defer under this Article VI, a Stock Unit shall
          be credited to the Participant's Deferred Stock Unit Account effective
          as of the date of the Annual Stock Award.

               (b) Dividend Equivalents. On each payment date for cash dividends
          paid on the Common  Stock,  the Company  shall credit to each Deferral
          Participant's Deferred Stock Unit Account a dividend equivalent amount
          equal to the cash  dividends that would be payable by the Company on a
          number of shares of Common  Stock  equal to the number of Stock  Units
          then  credited  to the  Deferral  Participant's  Deferred  Stock  Unit
          Account.  Such dividend  equivalent  amounts shall then be credited in
          the form of additional Stock Units,  based on the mean of the high and
          low sale prices of the Common Stock on the New York Stock  Exchange as
          reported in the consolidated  transaction reporting system on the date
          of the dividend payment.

               (c)  Adjustments to Deferred  Stock Unit  Accounts.  In the event
          that the Committee  determines that any dividend or other distribution
          (whether in the form of cash, Common Stock, securities of a subsidiary
          of the Company, other securities or other property), recapitalization,
          stock   split,   reverse   stock   split,   reorganization,    merger,
          consolidation, split-up, spin-off, combination, repurchase or exchange
          of  Common  Stock or other  securities  of the  Company,  issuance  of
          warrants or other rights to purchase Common Stock or other  securities
          of the  Company,  or  other  similar  corporate  transaction  or event
          affects  the Common  Stock  such that an  adjustment  to the  Deferral
          Participants'

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<PAGE>

          allocations  to their  Deferred  Stock Unit Accounts is appropriate to
          prevent the  reduction  or  enlargement  of the  benefits or potential
          benefits  intended to be made  available  under the Program,  then the
          Committee,  may, in its sole  discretion  and in such manner as it may
          deem  equitable,  adjust  the Stock  Units  credited  to the  Deferral
          Participants' Deferred Stock Unit Accounts.

               (d)  Stock  Unit  Status.  Participants  will  have no  rights as
          shareholders  with  respect  to any  Stock  Units  credited  to  their
          Deferred  Stock Unit  Accounts.  Payment of amounts  credited as Stock
          Units  shall be in the form of Common  Stock and not in cash,  and all
          such Common  Stock shall be issued  under the  applicable  Stock Plan.
          Only a whole  number of shares  shall be issued,  with any  fractional
          share amount paid in cash.

     Section 3. Stock  Deferral.  At such time as specified in this Section 3, a
Deferral  Participant  may  complete  and submit to the  Company an  irrevocable
election  not to receive  shares of Common  Stock  pursuant  to an Annual  Stock
Award,  and to be  credited  instead  with a number of Stock  Units equal to the
number  of  shares  of  Common  Stock of the  Company  subject  to the  deferral
election,  which shall be credited to the Deferral  Participant's Deferred Stock
Unit Account.  A Director's  Stock  Deferral  election with respect to a Program
Year  must be made  at such  time  and in  such  manner  as  established  by the
Committee but in no event later than the end of the calendar year  preceding the
start of such Program Year, or in the case of a Director who is first elected to
the Board,  prior to the date such  Director is elected to the Board.  Any Stock
Deferral election made pursuant to this section shall apply to all of the shares
of Common Stock attributable to the specified Annual Stock Award.

     Section 4. Payment of Deferred Amounts. At the time a Director makes his or
her election to defer any amounts to his or her Deferred Stock Unit Account, the
Director  must also  irrevocably  elect a form of  payment  with  respect to the
Deferred Stock Unit Account.  Distribution of the Deferral  Participant's  Stock
Unit Account shall be subject to the following:

          (a) A Deferral Participant may elect to have distributions from his or
     her Deferred Stock Unit Account paid or commence to be paid in the form of:

               (1)      a single  payment in whole  shares of Common Stock (with
               cash for  fractional  shares)  as soon as  practicable  after the
               January 1 coincident with or next following the date the Deferral
               Participant ceases to be a Director.  All such Common Stock shall
               be issued under the applicable Stock Plan. or

               (2)      annual  installments for a period not to exceed ten (10)
               years  commencing  as soon as  practicable  after  the  January 1
               coincident   with  or  next   following  the  date  the  Deferral
               Participant ceases to be a Director. If installments are elected,
               the  amount  of each  installment  shall  equal  the value of the
               Deferral  Participant's Deferred Stock Unit Account determined by
               the  Committee  (or  its  delegate)  as of the  date  immediately
               preceding the effective date of each such installment, divided by
               the total number of  installment  payments  remaining to be paid.
               Each such  installment  payment  shall be paid in whole shares of
               Common Stock (with

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               cash for  fractional  shares).  All such  Common  Stock  shall be
               issued under the applicable Stock Plan.

          (b) Payments  with respect to Stock Units that are  attributable  to a
     Stock Deferral under this Article VI shall not occur prior to the time when
     any transfer  restrictions  that would have applied to the relevant  Annual
     Stock Award would have ended.

          (c)  In  the  absence  of  an  election  at  the  time  of   deferral,
     distribution  of all amounts in the Deferral  Participant's  Deferred Stock
     Unit Account shall be paid in the form of a single  payment in whole shares
     of Common Stock (with cash for  fractional  shares) as soon as  practicable
     after the January 1 coincident with or next following the date the Deferral
     Participant ceases to be a Director.

     Section 5. Effect on Annual Stock Awards.  Deferral elections made pursuant
to this  Article VI shall  constitute  amendments  to the Annual  Stock Award to
which the deferral  elections apply. Any shares of Common Stock paid pursuant to
this Article VI on account of a Deferral  Participant's  deferral election shall
be deemed issued under the Stock Plan under which the corresponding Annual Stock
Award was granted.

Adopted:   December 15, 2005










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