ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On September 1, 2009, the Board of Directors fixed the number of Directors comprising the Board at eight, and filled the vacancy created by such action by electing Fay Donohue to serve as a Class II Director. Ms. Donohue is President and CEO of Dental Service of Massachusetts, Inc. ("DSM"). DSM, which does business as Delta Dental of Massachusetts, and its various subsidiaries and affiliates is one of the nation's largest providers and administrators of dental benefits. Prior to her current position with DSM, Ms. Donohue was Executive Vice President of Delta Dental of Massachusetts. She is also a member of the board of directors of Delta Dental Plans Association and a trustee of the Massachusetts Eye and Ear Infirmary and previously served on the board of the National Association of Dental Plans. The Board has not appointed Ms. Donohue to serve as a member of any of the Board's standing committees as of the date of this Current Report on Form 8-K.

Ms. Donohue will participate in the standard non-management director compensation arrangements described in the Company's 2009 proxy statement. Effective on the date she became a director, Ms. Donohue was granted an option to acquire 10,000 shares of common stock with an exercise price of $12.92 per share, which will vest ratably over three years from the date of grant.

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