PROPOSAL 4—APPROVAL AND RATIFICATION OF THE
2008 EXECUTIVE INCENTIVE COMPENSATION PLAN

        At the Annual Meeting, the shareholders of the Company will be asked to approve and ratify the Company's 2008 Executive Incentive Compensation Plan (the "2008 Compensation Plan"). In 1997 the shareholders approved and ratified the 1997 Executive Incentive Compensation Plan (the "1997 Compensation Plan"), which brought the existing executive incentive compensation plan into technical compliance with Section 162(m) of the Code. The 2008 Compensation Plan is intended to replace the 1997 Compensation Plan, and effective on the date of shareholder approval of the 2008 Compensation Plan no further awards will be granted pursuant to the 1997 Compensation Plan. Shareholder approval of the 2008 Compensation Plan will permit the continuation of the Company's income tax deduction for "performance-based compensation" to the Named Executive Officers, whose compensation is described under the caption "Executive Compensation" in this Proxy Statement. A summary of the 2008 Compensation Plan is also described under the caption "Benefit Plans" in this Proxy Statement and can be viewed in its entirety in Appendix C of this Proxy Statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 4—APPROVAL AND RATIFICATION OF THE 2008 EXECUTIVE INCENTIVE COMPENSATION PLAN.

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