Employee Benefits Update

Dodd-Frank Executive Compensation and Corporate Governance Provisions

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was signed into law. The Act provides for significant changes regarding executive compensation and related disclosures as well as corporate governance. The Securities and Exchange Commission (“SEC”) may exclude small companies from application of certain provisions of the Act; however, the Act will affect almost all publicly-traded companies, as well as certain private financial institutions. Many provisions of the Act require additional rules and guidance from the SEC and/or national securities exchanges prior to implementation.

Some highlights of the executive compensation and corporate governance provisions of the Act include:

• Say on Pay. Shareholders must be given a non-binding advisory vote on compensation (“say on pay”) paid to named executive officers (“NEOs”). At the time of the first say on pay vote, shareholders will also be given the opportunity to decide whether to have say on pay votes every one, two or three years. At least once every six years thereafter the company must allow shareholders to determine again the frequency of say on pay votes. In addition, in any proxy solicitation where shareholders are asked to approve a transaction, NEO compensation as a result of the transaction must be disclosed in a “clear and simple form,” and shareholders must be given a non-binding advisory vote on such compensation unless shareholders have had an opportunity previously to give a non-binding vote on the compensation arrangements. The say on pay advisory vote and frequency of submission to shareholders must be a part of any proxy or other solicitation for the first shareholder meeting after January 21, 2011.

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IRS Circular 230 Disclaimer: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.