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

The Company announced on August 5, 2009 that Mr. Harvey Doerr, Executive Vice President, Downstream, has decided to leave the Company. Mr. Doerr's resignation was effective August 7, 2009. The Company does not have employment, change in control or termination agreements with its Named Executive Officers. Determinations as to the payment of any termination benefits for departures from executive-level positions are made by the Executive Compensation Committee of the Board of Directors on an individual case-by-case basis.

In the case of Mr. Doerr, he will receive a one-time cash payment of $1,500,000; a cash payment of $1,053,460.99 representing the value of earned but unvested restricted stock unit awards for years prior to 2009; a pro-rated cash payment for earned but unvested restricted stock unit awards for the year 2009 in an amount to be calculated and paid as soon as practicable after year-end 2009 and currently estimated to be $1,281,993.75; and assistance with relocation expenses to Canada in an amount estimated to be $125,000. In the Canadian retirement plan, Mr. Doerr will be entitled to receive a reduced early retirement penalty from 4% to 3% from age 60 in lieu of the normal penalty of 4% from age 62. In the United States retirement plan, Mr. Doerr will be entitled to the early retirement penalty applicable to employees retiring while in active service (4% per year up to a maximum penalty of 28%) in lieu of the penalty applicable to retirees who leave active service before attaining age 55 (5% per year up to a maximum penalty of 50%). Vested stock option awards will, in accordance with their terms, remain exercisable for two years from Mr. Doerr's separation from service date. Mr. Doerr has also agreed to a one-year consultancy with the Company's Canadian subsidiary for which he will receive a semi-annual retainer of C$100,000. During the period of this consultancy and for one year thereafter, Mr. Doerr will not compete with the Company.

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