ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The information furnished pursuant to this Item 2.02, including the attached Exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On January 27, 2009, the Company issued a press release announcing financial and operating results for its first fiscal quarter ending December 31, 2008. This press release, which included the attached unaudited Statement of Earnings for the quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 26, 2009, the Nominating and Executive Compensation Committee of the Board voted to amend the Deferred Compensation Plan to mandate deferral of all compensation that would not be otherwise deductible under Code Section 162(m).

Specifically, Section 4.5 of the Deferred Compensation Plan was amended to read as follows:

4.5 Mandated Deferrals.

Any compensation that would not be deductible under Code Section 162(m) if paid shall be mandatorily deferred under this Plan. Such mandated deferrals shall not be entitled to a Matching Contribution and, when payable as described in this section 4.5, shall be paid in a lump sum or in kind, as the case may be. Whether compensation otherwise payable during a Plan Year would not be deductible under
Section 162(m) shall be determined as reasonably anticipated by the Company in the following order:

First, by measuring total annual salary. To the extent total annual salary exceeds the Code Section 162(m) deductibility limit, it and any other compensation otherwise payable during the Plan Year shall be mandatorily deferred.

Second, by measuring any compensation scheduled for payout pursuant to a prior year's deferral election. To the extent such compensation exceeds the Code
Section 162(m) deductibility limit, it and any other compensation otherwise payable during the Plan Year shall be mandatorily deferred.

Third, by measuring any compensation scheduled for vesting or payout that is not subject to a prior year's deferral election. To the extent such compensation exceeds the Code Section 162(m) deductibility limit, it and any other compensation otherwise payable during the Plan year shall be mandatorily deferred.

Fourth, by measuring any additional compensation scheduled for payout. To the extent such compensation exceeds the Code Section 162(m) deductibility limit, it shall be mandatorily deferred.

Fifth, by measuring compensation previously mandatorily deferred under this
Section 4.5 in prior years. To the extent such compensation would be deductible under Code 162(m) if paid, it shall be paid out in the inverse order of its mandatory deferral.