Outside Director

Outside Director. Means a member of the Boards of Directors of APS and its Subsidiaries who is not, at any time during his service as a director, an employee (within the meaning of Section 3(6) of the Employee Retirement Income Security Act of 1974) of APS or any of its Subsidiaries.

Outside Director. Shall mean (i) each Existing Director and (ii) each person who, at the time that such person first is appointed or elected to the Board, is not, and has not been during the twelve months prior to such appointment or election, an employee of the Company or any of its subsidiaries; provided, however, that a person shall cease to be an Outside Director if he or she becomes an employee of the Company or any of its subsidiaries.

Outside Director. Means a member of the Board who meets the definition of an "outside director" under Treasury Regulation § 1.162-27(e)(3)(i).

Outside Director. Means a Director of the Company who is both (i) an "outside director" for purposes of §162(m) of the Code, and (ii) a "non-employee director" for purposes of Rule 16b-3.

Outside Director. Means an individual who is a member of the Board, but who is not (a) an employee of the Company or any of its subsidiaries or (b) a former employee of the Company or any of its subsidiaries whose employment with the Company or any of its subsidiaries terminated within the immediately preceding five years.

Outside Director. A Director who is not an Employee and who otherwise qualifies for compensation pursuant to the Company's Director Compensation Policy in effect from time to time. -3-

Outside Director. Means a Director who is not an Employee or Consultant.

Outside Director. Means a member of the Board of Directors or a Director Emeritus of the Holding Company or its Affiliates, who is not also an Employee.

Outside Director. Means a member of the Board of Directors of the Company who is not a common-law employee of the Company, a Parent or a Subsidiary.

Outside Director. Any member of the Board who, at the time discretion under the Plan is exercised, is an "outside director" within the meaning of Treas. Reg. Sec.1.162-27(e)(3).