Edgar Filing: NATIONAL FUEL GAS CO

National Fuel Gas Company DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

þ Definitive Additional Materials

o Soliciting Material Pursuant to 240.14a-12

NATIONAL FUEL GAS COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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National Fuel Gas Company is filing this Schedule 14A to update information provided in its definitive proxy statement, filed January 11, 2008, concerning participants and potential participants in National Fuel Gas Company’s solicitation of proxies.

INFORMATION CONCERNING PARTICIPANTS AND POTENTIAL PARTICIPANTS
IN THE SOLICITATION OF PROXIES BY NATIONAL FUEL GAS COMPANY

Directors and Nominees

The principal occupations of the directors of National Fuel Gas Company (the “Company”), each of whom is a “participant” in the solicitation, are set forth below. The principal business address of the organization of employment for each member of the Board of Directors is: c/o National Fuel Gas Company, 6363 Main St., Williamsville, New York 14221.


Name and Year
Became a Director
of the Company		Principal Occupation

		Directors Whose Terms Expire in 2008

Robert T. Brady 1995		Chairman of Moog Inc. since February 1996. Moog is a worldwide designer, manufacturer and integrator of precision control components and systems with a total return of 27%, 82% and 250% for the one, three and five year periods ending September 30, 2007. President and Chief Executive Officer of Moog Inc. since 1988 and Board member since 1984. Director of Astronics Corporation, M&T Bank Corporation and Seneca Foods Corporation. Chairs the regular executive sessions of non-management directors, and is the designated contact for shareholders to communicate with the non-management directors on the Board.

Rolland E. Kidder 2002		Executive Director of the Robert H. Jackson Center, Inc., in Jamestown, New York, from 2002 until 2006. Founder of Kidder Exploration, Inc., an independent Appalachian oil and gas company; Chairman and President from 1984 to 1994. Mr. Kidder is also a former Director of the Independent Oil and Gas Association of New York and the Pennsylvania Natural Gas Associates — both Appalachian-based energy associations. An elected member of the New York State Assembly from 1975 to 1982. Former Trustee of the New York Power Authority. On the Dean’s Advisory Council of the University at Buffalo School of Law from 1996 to 2001. Vice President and investment advisor for P.B. Sullivan & Co., Inc. from 1994 until 2001.

John F. Riordan 1995		President and CEO from April 2000 to December 2005 of GTI (the Gas Technology Institute), the leading research, development and training organization serving the natural gas industry, Des Plaines, Illinois. President and CEO of MidCon Corporation, a company engaged in interstate and intrastate natural gas transportation as well as wholesale marketing of natural gas, from October 1988 to January 1998. In 1998, Mr. Riordan directed Occidental Petroleum Corporation’s divestiture and sale of MidCon to KN Energy, Inc. Vice Chairman of KN Energy from February 1998 to February 1999. Director of Nicor Inc. since 2001. Twice chairman of the Interstate Natural Gas Association of America (INGAA). Former President of the commodity chemical business at Occidental Petroleum and former President of the natural gas liquids business at Cities Service Company. Former director of Occidental Petroleum and former


Name and Year
Became a Director
of the Company		Principal Occupation


		director of Chicago Bridge & Iron Company. Former Trustee, Niagara University.

		Directors Whose Terms Expire in 2009

R. Don Cash 2003		Chairman Emeritus since May 2003, and Board Director since May 1978, of Questar Corporation (Questar), an integrated natural gas company headquartered in Salt Lake City, Utah. Chairman of Questar from May 1985 to May 2003. Chief Executive Officer of Questar from May 1984 to May 2002 and President of Questar from May 1984 to February 1, 2001. Director of Zions Bancorporation since 1982 and Associated Electric and Gas Insurance Services Limited since 1993. Director of Texas Tech Foundation since November 2003 and TODCO (The Offshore Drilling Company) from May 2004 until July 2007. Former trustee, until September 2002, of the Salt Lake Organizing Committee for the Olympic Winter Games of 2002.

Stephen E. Ewing 2007		Vice Chairman of DTE Energy, a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide, from November 1, 2005 until December 31, 2006. Group President, Gas Division, DTE Energy from June 1, 2001 until November 1, 2005. Former president and chief operating officer of MCN Energy Group, Inc. Former president and chief executive officer of Michigan Consolidated Gas Co. (MichCon), a natural gas utility. MichCon is a principal operating subsidiary of DTE Energy as a result of the 2001 merger of DTE Energy and MCN Energy Group, Inc. Chairman of the Board of Directors of the American Gas Association for 2006 and past chairman of the Midwest Gas Association and the Natural Gas Vehicle Coalition.

George L. Mazanec 1996		Former Vice Chairman, from 1989 until October 1996, of PanEnergy Corporation, Houston, Texas, a diversified energy company (now part of Spectra). Advisor to the Chief Operating Officer of Duke Energy Corporation from August 1997 to 2000. Director of TEPPCO, LP from 1992 to 1997, Director of Northern Border Pipeline Company Partnership from 1993 to 1998 and Director of Westcoast Energy Inc. from 1998 to 2002. Director of Dynegy Inc. since May 2004. Director of the Northern Trust Bank of Texas, NA and Associated Electric and Gas Insurance Services Limited. Former Chairman of the Management Committee of Maritimes & Northeast Pipeline, L.L.C. Member of the Board of Trustees of DePauw University since 1996.

		Directors Whose Terms Expire in 2010

Philip C. Ackerman 1994		Chief Executive Officer of the Company since October 2001. Appointed as Chairman of the Board effective January 3, 2002. President of the Company from July 1999 until February 2006. Senior Vice President of the Company from June 1989 until July 1999 and Vice President from 1980 to June 1989. President of National Fuel Gas Distribution Corporation (1) from October 1995


Name and Year
Became a Director
of the Company		Principal Occupation


		until July 1999 and Executive Vice President from June 1989 to October 1995. Executive Vice President of National Fuel Gas Supply Corporation (1) from October 1994 to March 2002. President of Seneca Resources Corporation (1) from June 1989 to October 1996. President of Horizon Energy Development, Inc. (1) since September 1995 and certain other non-regulated subsidiaries of the Company since prior to 1992.

Craig G. Matthews 2005		Former President, CEO and Director of NUI Corporation, a diversified energy company acquired by AGL Resources Inc. on November 30, 2004, from February 2004 until December 2004. Vice Chairman, Chief Operating Officer and Director of KeySpan Corporation (previously Brooklyn Union Gas Co.) from March 2001 until March 2002. Director of Hess Corporation (formerly Amerada Hess Corporation) since 2002. Chairman of the Board of Trustees, Polytechnic University, and Director since 1996. Board member of Republic Financial Corporation since May 2007.

Richard G. Reiten 2004		Chairman from September 2000 through February 2005 and Director since March 1996 of Northwest Natural Gas Company, a natural gas local distribution company headquartered in Portland, Oregon. Chief Executive Officer of Northwest Natural Gas Company from January 1997 until December 2002 and President from January 1996 through May 2001. Director of Associated Electric and Gas Insurance Services Limited since 1997. Director of US Bancorp since 1998, Building Materials Holding Corp. since 2001 and IDACORP Inc. since January 2004.

David F. Smith 2007		President and Chief Operating Officer of the Company since February 2006, Vice President from April 2005 until February 2006. President of National Fuel Gas Supply Corporation (1) since April 2005, Senior Vice President from June 2000 until April 2005. President of National Fuel Gas Distribution Corporation (1) from July 1999 to April 2005, Senior Vice President from January 1993 until July 1999. Also president of Empire State Pipeline (1) and various non-regulated subsidiaries of the Company. Board member of the Interstate Natural Gas Association of America (INGAA), the INGAA Foundation, American Gas Foundation and Chairman of the Northeast Gas Association.


(1)		Wholly-owned subsidiary of the Company.

Executive Officers

The principal occupations of the Company’s executive officers who may be deemed “participants” in the solicitation are set forth below. The principal business address of each such person is that of National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221.

Information as of November 30, 2007 (except as otherwise noted) (1)


		Current Company Positions and Other Material Business
Name		Experience During Past Five Years

Philip C. Ackerman		Chairman of the Board of Directors since January 2002; Chief Executive Officer since October 2001; and President of Horizon since September 1995. Mr. Ackerman has served as a Director of the Company since March 1994, and previously served as President of the Company from July 1999 through January 2006.
David F. Smith		President of the Company since February 2006; Chief Operating Officer of the Company since February 2006; President of Supply Corporation since April 2005; President of Empire since April 2005. Mr. Smith previously served as Vice President of the Company from April 2005 through January 2006; President of Distribution Corporation from July 1999 to April 2005; and Senior Vice President of Supply Corporation from July 2000 to April 2005.
Ronald J. Tanski		Treasurer and Principal Financial Officer of the Company since April 2004; President of Distribution Corporation since February 2006; Treasurer of Distribution Corporation since April 2004; Treasurer of Horizon since February 1997. Mr. Tanski previously served as Controller of the Company from February 2003 through March 2004; Senior Vice President of Distribution Corporation from July 2001 through January 2006; and Controller of Distribution Corporation from February 1997 through March 2004.
Matthew D. Cabell		President of Seneca since December 2006. Prior to joining Seneca, Mr. Cabell served as Executive Vice President and General Manager of Marubeni Oil & Gas (USA) Inc., an exploration and production company, from June 2003 to December 2006. From January 2002 to June 2003, Mr. Cabell served as a consultant assisting oil companies in upstream acquisition and divestment transactions as well as Gulf of Mexico entry strategy, first as an independent consultant and then as Vice President of Randall & Dewey, Inc., a major oil and gas transaction advisory firm. Mr. Cabell’s prior employers are not subsidiaries or affiliates of the Company.
Karen M. Camiolo		Controller and Principal Accounting Officer of the Company since April 2004; Controller of Distribution Corporation and Supply Corporation since April 2004; and Chief Auditor of the Company from July 1994 through March 2004.
Anna Marie Cellino		Secretary of the Company since October 1995; Secretary of Distribution Corporation since September 1999; Senior Vice President of Distribution Corporation since July 2001.
Paula M. Ciprich		General Counsel of the Company since January 2005; Assistant Secretary of Distribution Corporation since February 1997; General Counsel of Distribution Corporation from February 1997 to January 2007.
Donna L. DeCarolis		Vice President Business Development of the Company since October 2007. Ms. DeCarolis previously served as President of National Fuel Resources (NFR) from January 2005 to October 2007; Secretary of NFR from March 2002 to October 2007; and Vice President of NFR from May 2001 to January 2005.
John R. Pustulka		Senior Vice President of Supply Corporation since July 2001.
James D. Ramsdell		Senior Vice President of Distribution Corporation since July 2001.


(1)		The executive officers serve at the pleasure of the Board of Directors. The information provided relates to the Company and its principal subsidiaries. Many of the executive officers also have served or currently serve as officers or directors of other subsidiaries of the Company.

Certain Employees

The principal occupations of the Company’s employees (other than executive officers) who may be deemed “participants” in the solicitation are set forth below. The principal business address of each such person is that of National Fuel Gas Company, 6363 Main Street, Williamsville, New York 14221.


Name		Principal Occupation

Jason C. Abram		Supervisor Land
Karen M. Anderson		Human Resources Asst. II
Julie A. Bachan		Land Services Manager
Cynthia M. Battista		Investor Relations Analyst
David P. Bauer		Treasurer of Supply Corporation
Patrick T. Boyle		Manager Planning & Tech
Kathryn M. Bucierka		Gas Accountant II
Carl M. Carlotti		Senior Vice President of Distribution Corporation
Charles Cino		Assistant Director
Julie C. Cox		Assistant General Manager — Corporate Communications
Alice A. Curtiss		Deputy General Counsel
Thomas J. Davies		Manager Security
David A. Deck		Supervisor Facilities Management
Carol A. Deschenes		Senior Human Resources Assistant
Kathleen A. Frank		Manager Accounting Services.
Jeffrey F. Hart		Assistant Vice President Distribution Corporation
Bruce D. Heine		Vice President of Distribution Corporation
John E. Henninger		Manager, Systems Development
Donald J. Herrmann		Consumer Business Manager
Mary P. Hood		Program Coordinator
Kevin D. House		General Manager
Edward C. Huebert, Jr.		Senior Manager
Linda G. Hughes		General Manager
Paul A. Jusko		General Manager


Name		Principal Occupation

Elizabeth S. Kaszubski		Geologist
Norman A. Klajbor		Director, Quality Assurance
Richard E. Klein		Assistant Controller of Distribution Corporation
Karl A. Koch		Senior Manager
Rosemarie A. Kozar		Director
Ronald C. Kraemer		Vice President of Empire State Pipeline
Jay W. Lesch		Vice President of Distribution Corporation
Janet H. LoPresto		Consumer Business Manager
Joanne E. Maciok		Consumer Business Manager
Jessica C. Manocchio		Corporate Communications Associate
Dianna L. McLaughlin		Assistant Director
Michael H. McMahon		Land Services Manager
Elena G. Mendel		Manager Benefit Services
Mark R. Messina		Senior Land Services Manager
Suzanne Metzger		Consumer Business Manager II
Richard J. Miga		Manager Land Department
Alicia Miliotto		Credit Analyst III
Sarah J. Mugel		Assistant Vice President of Distribution Corporation
Paul R. Mundy		General Energy Consultant
Bonnie J. Nation		Private Secretary
Paul P. Pavlovic		Assistant Manager of Human Resources
Robert J. Penna		Director, Information Services
James R. Peterson		Assistant Secretary National Fuel Gas Company, General Counsel of Supply Corporation
Robert G. Poole		Land Services Manager
Michael W. Reville		Assistant Vice President of Distribution Corporation
Keith D. Richards		Assistant Manager of Human Resources
Ann D. Russell		Assistant General Manager
Daniel J. Ryan		Consumer Business Manager II
Jon A. Schulte		Director Systems Analysis
Amy L. Shiley		Manager
Robert C. Smielecki		Consumer Business Manager I
Marian A. Sobieck		Senior Manager
Brenda L. Spillman		Assistant Director
John L. Stoll		Senior Manager


Name		Principal Occupation

Donald A. Thompson		Geologist in Charge
Mark E. Thornton		Manager of Plant Accounting
Christopher M. Trejchel		Assistant General Manager
Steven Wagner		Vice President of Distribution Corporation
Frank J. Wakeley		Engineer
Duane A. Wassum		Assistant Vice President of Horizon Energy Development
James C. Welch		Director — Investor Relations
Ann M. Wegrzyn		Assistant Vice President of Distribution Corporation
David D. Wolford		Senior Engineer
Valerie L. Zimmerman		Human Resources Coordinator

INFORMATION REGARDING OWNERSHIP OF THE COMPANY’S COMMON STOCK BY PARTICIPANTS

The following table sets forth information concerning beneficial ownership of the common stock (“Common Stock”) of the Company by each person who is or may be deemed to be a participant in the Company’s solicitation of proxies for its 2008 Annual Meeting of Stockholders. The Common Stock is the only class of Company equity securities outstanding. Unless otherwise stated, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire through exercise of stock options but has not done so. All information is as of January 7, 2008, except as otherwise indicated.


			Shares		Shares Held				Shares Otherwise
	Exercisable Stock		held in		in 401(k)		Restricted		Beneficially
NAME	Options(1)		ESOP(2)		Plan(3)		Stock(4)		Owned(5)

Directors
Philip C. Ackerman		1,820,972		21,740		17,128		1,328		587,703	(6)
Robert T. Brady		0		0		0		0		11,700
R. Don Cash		0		0		0		0		10,133	(7)
Stephen E. Ewing		0		0		0		0		2,346
Rolland E. Kidder		0		0		0		0		24,690	(8)
Craig G. Matthews		0		0		0		0		5,881
George L. Mazanec		0		0		0		0		12,500	(9)
Richard G. Reiten		0		0		0		0		4,976
John F. Riordan		0		0		0		0		15,700
David F. Smith		325,000		1,764		12,354		0		115,918
Executive Officers (other than Mr. Ackerman and Mr. Smith)
Matthew D. Cabell		0		0		116		40,000		0
Karen M. Camiolo		65,500		0		4,648		0		0
Anna Marie Cellino		152,918		1,047		10,076		0		83,319
Paula M. Ciprich		131,660		0		5,213		0		14,709
Donna L. DeCarolis		127,660		176		11,137		0		6,528
John R. Pustulka(10)		66,082		3,677		12,877		0		30,392
James D. Ramsdell		192,000		3,814		11,447		0		38,125	(11)
Ronald J. Tanski		271,000		2,839		15,364		0		66,158	(12)
Other Employees
Jason C. Abram		0		0		22		0		0
Karen M. Anderson		0		554		817		0		39
Julie A. Bachan		0		451		1,516		0		48
Cynthia M. Battista		0		25		1,997		0		70	(13)
David P. Bauer		41,500		0		1,037		0		0
Patrick T. Boyle		0		770		5,128		0		0
Kathryn M Bucierka		0		416		5,224		0		93
Carl M. Carlotti		132,000		100		7,696		0		14,572
Chuck Cino		0		447		4,226		0		504
Julie C. Cox		0		0		4,651		0		0
Alice A. Curtiss		7,000		0		4,234		0		150
Thomas J. Davies		0		1,570		5,000		0		1,616	(14)
David A. Deck		0		0		0		0		0


			Shares		Shares Held				Shares Otherwise
	Exercisable Stock		held in		in 401(k)		Restricted		Beneficially
NAME	Options(1)		ESOP(2)		Plan(3)		Stock(4)		Owned(5)

Carol A. Deschenes		0		120		1,415		0		0
Kathleen A. Frank		0		2,558		7,748		0		964
Jeffrey F. Hart		2,000		63		7,789		0		0
Bruce D. Heine		66,749		1,120		9,747		0		8,193
John E. Henninger		0		1,343		1,858		0		0
Donald J. Herrmann		0		4,132		7,678		0		5,730
Mary P. Hood		0		2,181		41		0		0
Kevin D. House		0		94		6,226		0		0
Edward C. Huebert, Jr.		0		0		478		0		0
Linda G. Hughes		0		1,315		4,138		0		4
Paul A. Jusko		0		1,731		5,232		0		0
Elizabeth S. Kaszubski		0		436		0		0		0
Norman A. Klajbor		0		583		9,328		0		106
Richard E. Klein		49,000		4,748		14,062		0		16,074
Karl A. Koch		0		191		0		0		1,282
Ronald C. Kraemer		34,688		3,045		7,697		0		9,236
Rosemarie A. Kozar		0		0		567		0		0
Jay W. Lesch		122,660		417		12,279		0		9,077	(15)
Janet H. LoPresto		0		231		7,599		0		0
Joanne E. Maciok		0		187		2,731		0		0
Jessica Manocchio		0		0		21		0		0
Dianna L. McLaughlin		0		0		1,697		0		12
Michael H. McMahon		0		0		557		0		4,277
Elena G. Mendel		0		0		1,635		0		0
Mark R. Messina		0		998		2,820		0		386
Suzanne Metzger		0		0		1,932		0		288
Richard J. Miga		0		1,069		3,333		0		0
Alicia Miliotto(16)		0		0		2,354		0		23
Sarah J. Mugel		25,435		0		2,947		0		3,161
Paul R. Mundy		0		250		4,709		0		0
Bonnie J. Nation		0		1,883		704		0		79
Paul P. Pavlovic		0		0		1,179		0		47
Robert J. Penna		0		26		4,257		0		0
James R. Peterson		85,028		0		5,132		0		4,090
Robert G. Poole		0		0		6,421		0		0
Michael W. Reville		2,000		0		4,969		0		0
Keith D. Richards		0		4,748		1,851		0		0


			Shares		Shares Held				Shares Otherwise
	Exercisable Stock		held in		in 401(k)		Restricted		Beneficially
NAME	Options(1)		ESOP(2)		Plan(3)		Stock(4)		Owned(5)

Ann D. Russell		0		2,960		2,013		0		0
Daniel J. Ryan		0		216		1,975		0		78
Jon A. Schulte		0		135		4,715		0		172
Amy J. Shiley		0		0		2,164		0		0
Robert C. Smielecki		0		2,034		1,249		0		3,044
Marian A. Sobieck		0		622		7,937		0		314
Brenda L. Spillman		0		0		1,283		0		0
John L. Stoll		0		4,014		6,490		0		9,636
Donald A.Thompson		0		2,334		7,755		0		1,276
Mark E.Thornton		0		0		1,823		0		6
Christopher M. Trejchel		0		0		647		0		0
Steven Wagner		61,000		177		13,331		0		18,923
Frank J. Wakeley		0		73		9,007		0		0
Duane A. Wassum(17)		87,500		4,971		11,488		0		6,690
Ann M. Wegrzyn		32,953		152		5,061		0		3,139
James C. Welch		0		0		340		0		0
David D. Wolford		0		0		2,123		0		9
Valerie Zimmerman		0		0		93		0		0


(1)		This column lists shares with respect to which the named individuals have the right to acquire beneficial ownership within 60 days of January 7, 2008, through the exercise of stock options granted under the National Fuel Gas Company 1997 Award and Option Plan. Stock options, until exercised, have no voting power.


(2)		This column lists shares held in the National Fuel Gas Company and Subsidiaries Employee Stock Ownership Plan (“ESOP”). The beneficial owners of these shares have sole voting power with respect to shares held in the ESOP, but do not have investment power respecting most of those shares until they are distributed.

(3)		This column lists shares held in the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees (“TDSP”), a 401(k) plan. The beneficial owners of these shares have sole voting power and investment power with respect to shares held in the TDSP.


(4)		This column lists shares of restricted stock, certain restrictions on which had not lapsed as of January 7, 2008. Owners of restricted stock have power to vote the shares, but have no investment power with respect to the shares until the restrictions lapse.


(5)		This column includes shares held of record and any shares beneficially owned through a bank, broker or other nominee.

(6)		Includes 1,000 shares held by Mr. Ackerman’s wife in trust for her mother, as to which shares Mr. Ackerman disclaims beneficial ownership, and 220 shares with respect to which Mr. Ackerman shares voting and investment power with his wife.

(7)		Includes 3,000 shares held by the Don Kay Clay Cash Foundation, a Utah not-for-profit corporation, of which Mr. Cash, his wife, son and daughter-in-law are directors. Mr. Cash disclaims beneficial ownership of these shares.

(8)		Includes 11,100 shares owned by Mr. Kidder’s wife, as to which Mr. Kidder shares voting and investment power.

(9)		Includes 600 shares owned by Mr. Mazanec’s wife, as to which Mr. Mazanec shares voting and investment power.

(10)		Mr. Pustulka’s information is as of January 7, 2008.

(11)		Shares owned jointly with Mr. Ramsdell’s wife, as to which Mr. Ramsdell shares voting and investment power.


(12)		Includes 614 shares owned jointly with Mr. Tanski’s wife, as to which Mr. Tanski shares voting and investment power.

(13)		Shares owned jointly with Ms. Battista’s husband, as to which Ms. Battista shares voting and investment power.

(14)		Includes shares owned by immediate family members who reside in same household, as to which Mr. Davies shares voting and investment power.

(15)		Includes 8,532 shares owned jointly with Mr. Lesch’s wife and 545 shares owned by Mr. Lesch’s wife, as to which Mr. Lesch shares voting and investment power.

(16)		Includes shares owned by Ms. Miliotto’s spouse who is also an employee of the Company, as to which Ms. Miliotto shares voting and investment power.

(17)		Includes 2,634 shares held in ESOP and 3,953 shares held in 401(k) Plan by Mr. Wassum’s wife, a former employee of the Company, as to which Mr. Wassum shares voting and investment power. Also includes 6,175 shares owned jointly with Mr. Wassum’s wife and 132 shares owned by Mr. Wassum’s wife, as to which Mr. Wassum shares voting and investment power.

Except as may be disclosed in the proxy statement to be filed with the SEC in connection with the solicitation of proxies for the 2008 Annual Meeting, no associate or affiliate of any participant in the solicitation directly or indirectly beneficially owns any securities of the Company.

Information Regarding Transactions in the Company’s Common Stock by Participants

The following table sets forth purchases or sales of Common Stock during the two years ended January 7, 2008, except as otherwise indicated, by each person who is or may be deemed to be a participant. The following table does not include the monthly Company matching contribution that is invested into the Common Stock fund within the 401(k) plan or dividend reinvestment within the 401(k) plan and the Employee Stock Ownership Plan. Unless otherwise indicated below, all of the following transactions were conducted in open market or privately negotiated transactions, and none of the purchase price or market value of those shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.


Participant	Date	Type & Description (1)(2)	# of Shares

Robert T. Brady	04/03/2006 07/03/2006 10/02/2006 01/02/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		300 300 300 300 300 300 300 300
R. Don Cash	04/03/2006 07/03/2006 10/02/2006 01/02/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		300 300 300 300 300 300 300 300
Stephen E. Ewing	12/27/2006 02/23/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Purchase Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		1,000 146 300 300 300 300


Participant	Date	Type & Description (1)(2)	# of Shares

Rolland E. Kidder	01/05/2006 04/03/2006 07/03/2006 10/02/2006 11/13/2006 01/02/2007 04/02/2007 05/29/2007 07/02/2007 10/01/2007 01/02/2008	Sale Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Sale Shares acquired per Retainer Policy Shares acquired per Retainer Policy Sale Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		(1,500) 300 300 300 (4,000) 300 300 (500) 300 300 300
Craig G. Matthews	01/13/2006 04/03/2006 04/15/2006 07/03/2006 07/17/2006 10/02/2006 10/16/2006 01/02/2007 01/16/2007 04/02/2007 04/16/2007 07/02/2007 07/16/2007 10/01/2007 10/15/2007 01/02/2008	Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy Purchase — Dividend Reinvestment Shares acquired per Retainer Policy		9.17 300 12.34 300 13.68 300 16.00 300 17 300 17 300 21.81 300 22 300
George L. Mazanec	04/03/2006 07/03/2006 10/02/2006 01/02/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		300 300 300 300 300 300 300 300
John F. Riordan	04/03/2006 07/03/2006 10/02/2006 01/02/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		300 300 300 300 300 300 300 300
Richard G. Reiten	04/03/2006 07/03/2006 10/02/2006 01/02/2007 04/02/2007 07/02/2007 10/01/2007 01/02/2008	Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy Shares acquired per Retainer Policy		300 300 300 300 300 300 300 300


Participant	Date	Type & Description (1)(2)	# of Shares

Philip C. Ackerman	03/14/2006 07/24/2006 08/03/2006 12/19/2006 12/27/2006 03/14/2007 04/05/2007 05/23/2007 12/27/2007	(3) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes Gift of Stock — Charitable (2) Purchase — Cash exercise Gift of Stock — Charitable (3) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes Gift of Stock — Charitable Gift of Stock — Charitable		(8,450) 314,558 (156,830) (68,890) (665) 8,796 (1,545) (8,726) 395,544 (196,828) (87,036) (1,073) (1,063)
David F. Smith	05/05/2006 05/08/2006 06/02/2006 08/04/2006 12/14/2006 12/15/2006 12/20/2006 02/08/2007 04/04/2007 12/27/2007	(2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase (2) Sale (2) Canceled for taxes Gift of Stock — Charitable (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes Gift of Stock — Charitable		25,000 (16,486) (2,877) 25,000 (25,000) 25,000 (15,800) (3,109) 20,660 (12,430) (3,502) 25,000 (15,407) (4,201) 25,000 (21,000) (4,000) (305) 45,000 (29,117) (5,398) 25,000 (15,581) (3,482) (256)
Ronald J. Tanski	02/07/2007 02/08/2007 Various in 2006 Various in 2007	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment Purchased through 401(k) Purchased through 401(k)		25,000 (13,050) 10,396 (5,036) 4,804 (2,327) 120 90
Matthew D. Cabell	Various in 2007	Purchased through 401(k)		52
Karen M. Camiolo	Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k)		131 106


Participant	Date	Type & Description (1)(2)	# of Shares

Carl M. Carlotti	08/16/2006 04/04/2007 04/05/2007 Various in 2006 Various in 2007	(2) Purchase (2) Sale (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for purchase (2) Purchase (2) Sale Purchased through 401(k) Purchased through 401(k)		30,196 (26,396) (3,800) 4,340 (2,241) 20,660 (20,660) 138 142
Anna Marie Cellino	03/28/2006 06/02/2006 03/22/2007	(2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase (2) Canceled for taxes (2) Sale		4,082 25,000 (25,000) 20,660 (3,242) (17,418)
Paula M. Ciprich	02/03/2006 05/30/2006 12/15/2006 12/27/2006 04/02/2007 04/05/2007 04/16/2007 07/16/2007 10/15/2007 12/20/2007	(2) Purchase — Cash exercise (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Canceled for taxes (2) Purchase — Cash exercise (2) Purchase with stock (2) Tendered stock for payment (2) Purchase — Option exercise (2) Sale — Exercise of options Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase — Cash exercise		500 4,304 (2,513) 20,000 (17,050) (2,950) 4,340 4,688 (2,280) 7,312 (7,312) 72 94 91 1,000
Donna L. DeCarolis	01/13/2006 04/15/2006 06/26/2006 07/03/2006 07/17/2006 10/16/2006 01/16/2007 02/28/2007 02/28/2007 04/16/2007 05/10/2007 07/05/2007 07/16/2007 10/15/2007 11/28/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Gift of Stock — Charitable (2) Purchase with stock (2) Tendered stock for payment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase (2) Purchase (2) Sale Purchase — Dividend Reinvestment (2) Purchase (2) Sale Gift of Stock — Charitable Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase with stock (2) Tendered stock for payment		11 12 (80) 2,202 (1,298) 10 18 17 507 2,627 (2,397) 19 2,627 (1,725) (62) 27 25 5,086 (2,458)


Participant	Date	Type & Description (1)(2)	# of Shares

Jay W. Lesch	05/11/2006 05/24/2006 01/13/2006 04/15/2006 07/17/2006 10/16/2006 01/16/2007 04/16/2007 07/16/2007 10/15/2007 Various in 2006 Various in 2007	(2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for purchase Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchased through 401(k) Purchased through 401(k)		8,196 (8,196) 4,340 (1,310) 48 51 71 72 69 58 63 60 130 39
John R. Pustulka	06/01/2006 02/12/2007 02/13/2007 12/19/2007 12/19/2007 12/27/2007 12/28/2007 12/31/2007 01/02/2008 01/03/2008 01/04/2008	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment (2) Purchase — Cash exercise (2) Canceled for taxes Sale Sale Sale Sale Sale Sale		5,432 (2,769) 14,568 (7,428) (2,413) 4,804 (2,334) 40,196 (40,196) 9,028 (4,182) 111,890 (12,000) (36,100) (10,000) (5,000) (18,000) (12,000) (18,790)
James D. Ramsdell	03/27/2006 05/19/2006 12/08/2006 04/05/2007	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Canceled for taxes (2) Sale (2) Purchase (2) Sale		5,432 (3,079) 4,804 (2,917) 15,196 (2,400) (12,796) 25,000 (25,000)
Cynthia M. Battista	Various in 2006 Various in 2007 05/23/2007	Purchased through 401(k) Purchased through 401(k) Exchange within the 401(k)		106 84 (217)
Julie A. Cox	Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k)		152 119
James C. Welch	Various in 2006 07/18/2006 Various in 2007 04/05/2007	Purchased through 401(k) Exchange within the 401(k) Purchased through 401(k) Exchange within the 401(k)		21 (55) 8 (65)


Participant	Date	Type & Description (1)(2)	# of Shares

Karen M. Anderson	Various in 2006 Various in 2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		1 1
Patrick T. Boyle	02/01/2007	Exchange within 401(k)		(1,223)
Kathryn M. Bucierka	Various in 2006 Various in 2006 Various in 2007 Various in 2007	Purchased through 401(k) Purchase — Dividend Reinvestment Purchased through 401(k) Purchase — Dividend Reinvestment		23 3 19 3
Charles Cino	Various in 2006 Various in 2007 Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k) Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		23 18 16 14
Alice A. Curtiss	Various in 2006 06/02/2006 Various in 2007 Various in 2007	Purchased through 401(k) (2) Purchase (2) Sale Purchased through 401(k) Purchased through 401(k)		81 3,000 (3,000) 30 35
Thomas Davies	Various in 2006 Various in 2007 Various in 2006 04/07/2006 11/03/2006 05/18/2007 11/09/2007 Various in 2007 12/10/2007	Purchased through 401(k) Purchased through 401(k) Purchase — Dividend Reinvestment Purchase Purchase Purchase Purchase Purchase — Dividend Reinvestment Sale		46 35 68 2 2 3 2 58 (500)
Kathleen A. Frank	Various in 2006 Various in 2007 Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k) Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		57 47 23 19
Jeffrey F. Hart	05/11/2006 05/26/2006 05/30/2006 07/10/2006	Exchange within 401(k) Exchange within 401(k) Exchange within 401(k) (2) Purchase (2) Sale		(661) (748) (449) 8,000 (8,000)


Participant	Date	Type & Description (1)(2)	# of Shares

Bruce D. Heine	01/13/2006 04/15/2006 07/17/2006 07/27/2006 10/16/2007 11/14/2006 01/16/2007 04/16/2007 07/16/2007 10/15/2007 01/02/2008	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase with stock (2) Tendered stock for payment Purchase — Dividend Reinvestment (2) Purchase (2) Sale (2) Canceled for taxes Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase (2) Sale		47 49 45 5,704 (3,332) 65 10,000 (9,150) (850) 62 52 56 55 15,000 (15,000)
John E. Henninger	01/30/2007 02/02/07 05/18/2007	Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k)		(1,467) (1,462) (432)
Donald J. Herrmann	10/01/2007	Exchange within 401(k)		(713)
Mary P. Hood	Various in 2006 10/01/2007 Various in 2007	Purchased through 401(k) Exchange within the 401(k) Purchased through 401(k)		308 (10,702) 235
Edward C. Huebert Jr.	Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k)		46 46
Linda G. Hughes	01/31/2006 09/28/2006	(2) Purchase (2) Sale (2) Purchase (2) Sale		1,000 (1,000) 1,000 (1,000
Paul A. Jusko	07/12/2006 02/06/2007 03/26/2007	(2) Purchase (2) Sale Exchange within the 401(k) (2) Purchase (2) Sale		1,667 (1,667) (2,316) 2,000 (2,000)
Elizabeth S. Kaszubski	01/03/2007 04/19/2007 05/17/2007 06/18/2007 07/03/2007 07/16/2007 08/17/2007 09/20/2007 10/19/2007 11/28/2007 12/27/2007	Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k) Exchange within the 401(k)		(5,009) (42) (10) 662 (677) (10) (11) (10) (10) (10) (9)
Norman A. Klajbor	Various in 2006 01/30/2007 Various in 2007 Various in 2006	Purchase — Dividend Reinvestment Sale Purchase — Dividend Reinvestment Purchased through 401(k)		5 (45) 3 26


Participant	Date	Type & Description (1)(2)	# of Shares

Richard E. Klein	03/27/2006 05/09/2006 11/16/2006 11/30/2006 01/30/2007 02/08/2007 02/09/2007 02/23/2007 11/30/2007	(2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment		15,000 (15,000) 5,432 (2,852) 9,660 (9,660) 1,000 2,489 (1,280) 281 (136) 10,312 (10,312) 2,034 10,000 (10,000) 9,028 (4,190)
Karl A. Koch	Various in 2006 Various in 2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		42 35
Ronald C. Kraemer	03/15/2006 03/21/2007 08/08/2007 08/25/2007	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment		4,000 (2,282) 4,000 (1,957) 8,972 (8,972) 5,086 (2,611)
Mark Messina	Various in 2006 Various in 2007 Various in 2006 Various in 2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchased through 401(k) Purchased through 401(k)		13 11 17 13
Suzanne Metzger	Various in 2006 Various in 2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		9 8
Alicia Miliotto	Various in 2006 Various in 2007 09/13/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Exchange within the 401(k)		1 1 (531)


Participant	Date	Type & Description (1)(2)	# of Shares

Sarah J. Mugel	05/10/2006 05/18/2006 05/26/2006 06/01/2006 12/05/2006 12/06/2006 02/08/2007 11/29/2007	(2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase — Cash exercise (2) Purchase (2) Sale (2) Purchase — Cash exercise		1,651 (1,651) 348 2,349 (2,349) 542 2,000 (2,000) 726 1,404 (1,404) 380 2,000 (2,000) 1,165
Bonnie J. Nation	Various in 2006 Various in 2007 10/29/2007 11/02/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Exchange within the 401(k) Sale		4 4 (1,058) (51)
Paul P. Pavlovic	Various in 2006 Various in 2007 02/06/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Exchange within 401(k)		2 1 (1,084)
James R. Peterson	04/28/2006 02/08/2007 12/05/2007	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment		3,666 (2,500) 31,204 (31,204) 790 (366)
Robert G. Poole	Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k)		32 207
Michael W. Reville	04/05/2006 08/08/2006 12/21/2006 Various in 2006 02/01/2007 02/08/2007 03/02/2007 Various in 2007	(2) Purchase (2) Sale (2) Purchase (2) Sale (2) Purchase (2) Sale Purchased through 401(k) (2) Purchase (2) Sale (2) Purchase (2) Sale (2) Purchase (2) Sale Purchased through 401(k)		1,312 (1,312) 5,348 (5,348) 3,000 (3,000) 42 5,000 (5,000) 6,000 (6,000) 2,000 (2,000) 4
Daniel J. Ryan	Various in 2006 Various in 2006	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		3 2
Amy Shiley	02/08/2007	Exchange within the 401(k)		(463)


Participant	Date	Type & Description (1)(2)	# of Shares

Robert C. Smielecki	01/13/2006 04/15/2006 07/17/2006 10/16/2006 01/16/2007 04/16/2007 07/16/2007 10/15/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		25 26 24 24 23 19 21 20
John L. Stoll	01/13/2006 04/15/2006 07/17/2006 10/16/2006	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment		81 85 77 78
Steven Wagner	04/25/2006 05/12/2006 05/15/2006 05/16/2006 05/17/2006 08/01/2006 12/05/2006 03/08/2006 Various in 2006 04/04/2007 Various in 2007	(2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Purchase (2) Sale (2) Purchase (2) Sale (2) Purchase (2) Sale (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale (2) Canceled for taxes (2) Purchase with stock (2) Tendered stock for payment Purchased through 401(k) (2) Purchase (2) Sale Purchased through 401(k)		4,804 (3,024) 3,000 (3,000) 3,000 (3,000) 2,000 (2,000) 2,000 (2,000) 4,340 (2,689) 20,660 (16,365) (2,886) 4,688 (2,418) 170 20,312 (20,312) 138
Frank J. Wakeley	Various in 2006 Various in 2007	Purchased through 401(k) Purchased through 401(k)		207 168
Duane A. Wassum	01/13/2006 04/05/2006 04/15/2006 0717/2006 10/16/2006 Various in 2006 01/16/2007 04/16/2007 07/16/2007 10/15/2007 12/10/2007 Various in 2007	Purchase — Dividend Reinvestment (2) Purchase — cash exercise Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchased through 401(k) Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Gift of Stock — Charitable Purchased through 401(k)		3 5,000 3 3 3 86 3 2 3 2 (225) 89


Participant	Date	Type & Description (1)(2)	# of Shares

Ann M. Wegrzyn	01/13/2006 04/15/2006 07/17/2006 10/02/2006 10/16/2006 01/05/2007 01/16/2007 04/16/2007 07/16/2006 10/15/2006 10/31/2007 11/20/2007	Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase with stock (2) Tendered stock for payment Purchase — Dividend Reinvestment Exchange within the 401(k) Plan Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment Purchase — Dividend Reinvestment (2) Purchase with stock (2) Tendered stock for payment (2) Purchase (2) Sale		8 8 8 1,473 (930) 8 (218) 12 10 11 10 3,067 (1,468) 660 (660)
David D. Wolford	Various in 2006 Various in 2007 01/05/2006 12/11/2007	Purchased through 401(k) Purchased through 401(k) Exchange within the 401(k) Exchange within the 401(k)		100 81 (2,594) (2,110)


(1)		For “Shares acquired per Retainer Policy,” this line item refers to the Company’s Retainer Policy for Non-Employee Directors. The above non-employee directors were paid 300 shares of Common Stock each quarter. Common Stock issued to non-employee directors is nontransferable until the later of two years from issuance or six months after the recipient’s cessation of service as a director of the Company. For “Purchase — Dividend Reinvestment,” the director/employee elected to reinvest the dividends paid on the Common Stock to purchase shares of common stock. For “Purchased through 401(k),” the employee elected to purchase, via monthly contributions, Common Stock as one of their investment choices within the 401(k). For “Exchange within the 401(k),” the employee elected to rebalance their 401(k) investments by either an exchange out of or into the Common Stock investment fund.

(2)		Represents the exercise of stock options that were awarded under the 1993 Award and Option Plan or the 1997 Award and Option Plan. Payment of the exercise price and taxes, if applicable, may be in cash or by tendering shares of Common Stock. For example, on February 7, 2007, Mr. Tanski elected to exercise 25,000 nonqualified stock options and pay the exercise cost with shares he already owned and elected to pay cash for his tax liability. He gave the Company 13,050 shares to receive 25,000 shares back. His Common Stock ownership increased by the net new shares of 11,950 (25,000 less shares he tendered of 13,050).

(3)		Represents shares that were used to pay tax liability due upon the vesting of shares of restricted stock. Mr. Ackerman had 25,000 shares of restricted stock vest on March 14, 2006 and 25,000 shares of restricted stock vest on March 14, 2007.

Information Regarding Arrangements with Certain Participants

The Company’s officers are parties to employment continuation and noncompetition agreements with the Company. As described in further detail in the proxy statement, these agreements may require the Company to make or provide certain payments and benefits to officers in the event of a “change in control.” Further detail regarding the employment continuation and noncompetition agreements is included in the proxy statement under the heading “Potential Payments Upon Termination or Change-in-Control.”

Except as may be described in the proxy statement, to the best of the Company’s knowledge, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”), is either a party to any transaction or series of transactions since October 1, 2006, (i) to which the Company or any of its subsidiaries was or is to be a party, (ii) in which the

amount involved exceeds $120,000, and (iii) in which any participant or any Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as may be described in the proxy statement, to the best of the Company’s knowledge, no participant nor any Participant Affiliate has entered into any agreement or understanding with any person respecting any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as may be described in the proxy statement, to the best of the Company’s knowledge, there are no contracts, arrangements or understandings by any of the participants or any Participant Affiliate within the past year with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantee against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. Except as may be described in the proxy statement, to the best of the Company’s knowledge, no participant nor any Participant Affiliate has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.