ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On March 5, 2009, the Compensation Committee of the Board of Directors of the company took certain actions related to the compensation of its executive officers who are expected to be named in the executive compensation disclosures of the company's 2009 proxy statement ("2008 Named Executive Officers"). Among those actions are the following:

(1) The Committee determined that no performance-based bonuses would be paid for the year 2008 to the 2008 Named Executive Officers who participated in the company's 2002 Management Incentive Plan. The earnings-based performance goals established early last year were not met.

(2) The Committee set executive salary rates for 2009. The salaries of the 2008 Named Executive Officers were not changed from previous rates.

(3) The Committee approved discretionary cash bonuses to two of the 2008 Named Executive Officers to recognize their contributions in 2008 to the restructuring of the company and implementation of key strategies which the company believes will be important to the future success of the company. Those bonus amounts were $250,000 for Thomas C. Adams, Jr. and $200,000 for Charles T. Tuggle, Jr. Discretionary bonuses were not paid to any other 2008 Named Executive Officer.

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