MEMORANDUM

January 14, 2008

TO:                  Board of Trustees

FROM:            Samuel S. Benedict, Chair

                        Executive Committee

IT IS RECOMMENDED THAT:

the Presidential Employment Agreement be revised as follows:

The final sentence in Section 4A:

The Board will thereafter annually review and, as appropriate adjust the President’s base salary, effective July 1 of each year.

and

         Section 4B:

            The Executive Committee of the Board will annually review the President’s total compensation (including base salary) and benefits package prior to the Board’s May meeting, and will at the May meeting make Presidential compensation (including base salary) and benefits recommendations to the Board.  The Executive Committee will each year also conduct an annual performance evaluation of the President and will report the results to the Board no later than the October Board meeting.

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