Directors Compensation

by CIGNA High Income Shares
February 4th, 2005

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Exhibit 10.18


DIRECTORS COMPENSATION

Nonemployee directors receive compensation for their board service. That compensation is comprised of:

Annual Retainer:   $40,000, which may be converted into deferred stock units or deferred under the Directors Stock Plan

Audit Committee Chair Retainer:

 

$20,000 annually

Other Committee Chair Retainer:

 

$5,000 annually

Audit Committee Member Retainer:

 

$5,000 annually

Attendance Fees:

 

$1,500 per board and committee meeting, plus reimbursement of reasonably incurred expenses

Equity Compensation:

 

One-time grant of 5,000 shares of restricted stock upon joining the IHS Inc. board (to be changed as of December 1, 2005 to a one-time grant of restricted stock units equal to $80,000 fair market value on the grant date), a grant of 3,000 shares of restricted stock for fiscal year 2004, a grant of 4,500 shares of restricted stock for fiscal year 2005 and annual grants of restricted stock units commencing on December 1, 2005 equal to $50,000 fair market value on the grant date thereafter



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DIRECTORS COMPENSATION