Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under "Item 3.03 Material Modification to Rights of Securities Holders" is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On January 30, 2009, the Company entered into an Amended and Restated Rights Agreement between the Company and Mellon Investor Services LLC (the "Amended and Restated Rights Agreement"), which amends and restates in its entirety the Rights Agreement, dated as of October 28, 1998, between the Company and LaSalle National Bank, as amended (the "Original Rights Agreement"). The Original Rights Agreement was amended and restated to appoint Mellon Investor Services LLC as the successor Rights Agent to LaSalle National Bank and to make certain conforming changes. No other material changes were made.

The Amended and Restated Rights Agreement is filed hereto as Exhibit 4.1 and is incorporated herein by reference. The preceding description thereof is not intended to be complete and is qualified in all respects by reference to the full text of the Amended and Restated Rights Agreement.

Item 9.01. Financial States and Exhibits.

Exhibit 4.1 Amended and Restated Rights Agreement, dated as of January 30, 2009, by and between the Company and Mellon Investor Services LLC

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