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The Corporate Executive, Vol. XXIII, No. 1
January-February 2009

Best Practices Disclosure:

Reassessment of Our Perquisites

We have provided our CEO and the other named executive officers with several perquisites, including the personal use of company aircraft and automobiles, company-paid financial planning services and country club memberships. These perquisites have historically been offered as a means of providing additional compensation to the CEO and other named executive officers, through the availability of benefits that provide convenience in light of the extraordinary demands on our executive officers' time. The Compensation Committee reviews the Company's policies with respect to perquisites on a regular basis to consider whether the perquisites should be maintained and whether, and to what extent, it may be appropriate for the Company to discontinue particular perquisites or to require repayment of the cost of perquisites.

As described in our "Management's Discussion and Analysis of Results of Operations and Financial Condition" in our annual report on Form 10-K, we have faced an increasingly difficult business environment as economic conditions have deteriorated while, at the same time, financing options have become limited. Given the impact on our results of operations and financial condition, the Company has implemented significant cost cutting measures that are designed to reinforce the long-term strength of the company. These measures have included reducing the number of employees, cutting back investments in a number of significant business lines and reducing costs at all operating levels.

In light of these ongoing cost concerns, the Compensation Committee has determined to eliminate the perquisites available to the CEO and the named executive officers, including the personal use of corporate aircraft. While the Compensation Committee considered providing for reimbursement of the costs of perquisites instead of eliminating perquisites all together, it was determined that the continued maintenance of perquisites in light of the overall costcutting efforts of the company would not be appropriate from the perspectives of various stakeholders, including employees and shareholders.

In determining to eliminate the perquisites, the Compensation Committee considered the negative consequences from an incentive standpoint, given the perquisites' status as a component of our executive compensation program, but determined that the overall compensatory impact of eliminating perquisites is not substantial. The Compensation Committee does not believe that the elimination of perquisites will put the Company at a competitive disadvantage for the purposes of attracting or retaining executive talent, when considered in the context of the overall compensation program.

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