OFFICERS.


On April 29, 2009, the Compensation Committee of the Corporation's Board of
Directors made annual stock option grants and restricted stock awards to
executive officers and key employees. The executive officers named in the proxy
statement relating to the 2009 Annual Meeting of Stockholders received the
following awards:

Executive Officer    Stock Options   Restricted Stock
Nolan D. Archibald         244,900            147,700
Michael D. Mangan           69,000             37,000
Charles E. Fenton           40,600             19,500
John W. Schiech             32,500             20,700
Stephen F. Reeves           40,600             18,800

The Compensation Committee also approved a form of Restricted Stock Unit Award Agreement and Restricted Share Agreement, which are filed with this Current Report as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

On April 30, 2009 the Corporation announced that its Board of Directors declared a quarterly cash dividend of $.12 per share of the Corporation's outstanding common stock payable June 26, 2009, to stockholders of record at the close of business on June 12, 2009. This represents a reduction from the $.42 quarterly dividend paid by the Corporation since 2007. Attached to this Current Report on Form 8-K as Exhibit 99.3 is a copy of the Corporation's related press release dated April 30, 2009.

Exhibit 99.3 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation's actual results are identified in the "Risk Factors" sections of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2008.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ CHARLES E. FENTON
Charles E. Fenton
Senior Vice President and General Counsel

Date: April 30, 2009