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

On August 13, 2009, the Board of Directors of the Registrant approved the recommendation of the Compensation Committee for a 2009 bonus plan for certain executive officers and two other employees of the Registrant. The bonus plan provides that a bonus pool for the certain executive officers and the two other employees will be funded to the extent of fifty percent of the net earnings to common shareholders, excluding any income resulting from settlement proceeds from or collection of any judgment related to the Prudential litigation, of the Registrant for calendar year 2009 in excess of $0.80 per fully diluted share until the Registrant has achieved pre-bonus normal net operating income of $1.10 per fully diluted share, at which time the bonus pool will be fully funded. The executive officers participating in the bonus plan are James T. Sartain, Jim W. Moore, Terry R. DeWitt, James C. Holmes and J. Bryan Baker. The Compensation Committee will, in its discretion, make recommendations as to the bonuses to be awarded from the bonus pool if the net earnings to common shareholders, excluding any income from settlement of or collection of a judgment in the Prudential litigation, of the Registrant for calendar year 2009 exceeds $0.80 per fully diluted share.