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

The Company has in the past paid or reimbursed executive officers for the amount of certain taxes owed by them in respect of regularly provided perquisites and benefits. These taxes consisted of income and Medicare taxes payable on the imputed income from financial planning services provided by the Company, Medicare taxes payable upon the vesting of restricted stock units and in respect of benefits accruing under the Company's supplemental employee retirement plan, or SERP, and the income taxes payable with respect to such payments of Medicare taxes. The Company has determined that it will no longer pay or reimburse its executive officers for the taxes described above, effective January 1, 2009.

The Company, on occasion, requires executives and certain other employees to relocate their principal place of employment, either on a temporary basis or permanently. On these occasions, the Company's policy is generally to reimburse the individual for the cost of relocation. Such reimbursable costs may include additional taxes as a result of a temporary assignment in a foreign jurisdiction and the income taxes attributable to the reimbursement payments themselves. This practice is unaffected by the Company's determination described above.

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