ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 18, 2009, the Company's Board of Directors elected Ms. Lynn A. Wentworth to the Board of Directors to fill the vacancy created by the retirement of Mr. John D. Beckett in May 2009. Ms. Wentworth will serve as one of the Class II Directors, whose 3-year terms expire in 2012. Ms. Wentworth was also appointed to serve as a member of the Audit Committee.
Ms. Wentworth will serve as an independent Director of the Company and is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act, as amended. Ms. Wentworth will participate in the compensation program for non-employee directors as described in the Company's Proxy Statement for the Annual Meeting of Stockholders held on May 13, 2009, filed with the Securities and Exchange Commission on April 23, 2009, under the heading "Compensation of Directors."

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