Item 8.01. Other Events

On January 29, 2009, the Compensation Committee adopted the following policy concerning "gross ups" for taxes payable by executives:

"It is the policy of the Corporation that executives should be responsible for the taxes payable by them with respect to their compensation. In unusual circumstances where the Committee believes that accommodations have to be made to recruit a new executive to the Corporation, limited reimbursement for taxes payable may be included in contracts; but even in those circumstances, the "gross ups" will be limited to payments triggered by both a change in control and termination of employment and will be subject to a three year sunset provision."

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