BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTORS COMPENSATION

Board of Directors' actions were taken in 1999 at the Annual Meeting of Directors that followed the 1999 Annual Meeting of Shareholders, at one special meeting and upon two occasions by Directors' unanimous written consent. Except for Mr. Chace, who did not attend the special meeting of directors, each director attended all meetings of the Board and of the Committees of the Board on which they served.

Mr. Scott is the member of the audit committee.  The functions of the audit committee are to select the independent auditors; review the results of the annual audit; inquire into important internal control, accounting and financial reporting matters; and report and make recommendations to the full Board of Directors. The audit committee met once during 1999. The Corporation does not have standing nominating or compensation committees of the Board of Directors.

Directors who are employees of the Corporation or its subsidiaries do not receive fees for attendance at directors' meetings. Directors who are not employees receive a fee of $900 for each meeting attended in person and $300 for participating in any meeting conducted by telephone. A director who serves as a member of the audit committee receives additional fees of $1,000 quarterly. Directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of directors or shareholders.