Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

Harry H. Frampton, III resigned from the Company's Board of Directors on November 26, 2008 due to personal time constraints.

(e) Amendments to Supplemental Executive Retirement Plan

The Company maintains a Supplemental Executive Retirement Plan ("SERP") in which certain designated executives participate, including Wm. Britton Greene, Chief Executive Officer and President; William S. McCalmont, Chief Financial Officer; and Christine M. Marx, General Counsel and Corporate Secretary (the "named executives"). The SERP is described on page 42 of the Company's 2008 Proxy Statement filed with the Securities and Exchange Commission on March 28, 2008, which description is incorporated herein by reference.

On December 1, 2008, the Compensation Committee of the Board of Directors approved amendments to the SERP that provide, among other things, that a participant (1) becomes fully vested in his or her account balance upon a change in control of the Company, and (2) may elect to have his or her account balance distributed in a lump sum payment after a change in control while still employed by the Company. Based on SERP account balances at September 30, 2008, in the event of a change of control the following amounts would be available for distribution to the named executives: Mr. Greene, $351,498; Mr. McCalmont, $33,151; and Ms. Marx, $216,931. Currently, the named executives are vested in such account balances as follows: Mr. Greene, 100%; Mr. McCalmont, 10%; and Ms. Marx, 50%.

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