At a meeting held on December 7, 2012, the following resolutions were adopted by the Compensation and Stock Incentive Committee of the Board of Directors of the registrant:

Chief Executive Officer Compensation.

"RESOLVED, that, effective as of January 1, 2013, the salary for the Chief Executive Officer of the Company shall remain $250,000 per annum and the determination of a discretionary annual incentive for fiscal year ending 2013 will be dependent upon an overall favorable evaluation of the Chief Executive Officer's performance and be calculated as five percent (5%) of the year over year increase in the Company's pre-tax earnings, as determined by this Committee in its sole discretion, including any adjustments for extraordinary or non-recurring items as the Committee may deem appropriate.

FURTHER RESOLVED, that the Chief Executive Officer shall be paid a discretionary annual incentive for fiscal year ending 2012 in accordance with the formula established at the beginning of 2012 as follows: $150,000 of the total estimated incentive of $164,000 shall be paid prior to the end of fiscal year ending 2012 and the balance paid in 2013 once the calculation is finalized."

Other Executive Officer Compensation.

"RESOLVED, that the following salary changes are being made for Executive
Officers of the Company for fiscal year 2013 and shall be effective January 1,
2013:



                                                                                Annual
Executive Officer                               Title                           Salary

Michael A. Tatoian        Executive Vice President & Chief Operating
                          Officer                                              $ 200,000
Timothy R. Horne          Senior Vice President-Finance & Chief Financial
                          Officer                                              $ 140,000
Klaus M. Belohoubek       Senior Vice President-General Counsel & Secretary    $ 190,000
Thomas G. Wintermantel    Treasurer and Assistant Secretary                    $ 190,000

FURTHER RESOLVED, that the determination of a discretionary annual incentive for the Executive Vice President for fiscal year ending 2013 will be dependent upon an overall favorable evaluation of the Executive Vice President's performance and be calculated as two percent (2%) of the year over year increase in the Company's pre-tax earnings, as determined by this Committee in its sole discretion, including any adjustments for extraordinary or non-recurring items as the Committee may deem appropriate.

FURTHER RESOLVED, that the Executive Vice President shall be paid a discretionary annual incentive for fiscal year ending 2012 in accordance with the formula established at the beginning of 2012 as follows: $50,000 of the total estimated incentive of $65,000 shall be paid prior to the end of fiscal year ending 2012 and the balance paid in 2013 once the calculation is finalized.

Executive Officer                                  Title                              Bonus

Timothy R. Horne          Senior Vice President-Finance & Chief Financial Officer    $ 15,000
Klaus M. Belohoubek       Senior Vice President-General Counsel & Secretary          $ 15,000
Thomas G. Wintermantel    Treasurer and Assistant Secretary                          $ 5,000"