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

The Charter of the Board of Directors requires that any director who has a significant change in occupational status, other than retirement from his or her full-time position, tender their resignation, together with a request to the Compensation, Nominating and Governance Committee that such director not be designated as a nominee for re-election to the Board. Pursuant to this requirement, at the September 17, 2009 meeting of the Board of Directors, D. Scott Olivet tendered his resignation. The Board of Directors declined to accept his resignation. Mr. Olivet serves on the Audit and Finance Committee.

---