Carter Ledyard & Milburn Llp

Corporate, focusing on representing hedge funds, investment banks, trading desks, and special purpose vehicles in the purchase and sale of distressed bank loans and other financial claims. Mr. Hanley also represents issuers, investment advisors and collateral managers in collateralized debt obligation transactions. He negotiates and documents transactions involving the transfer of loans, securities and trade claims in the U.S., European, Latin American and Asia Pacific markets. Mr. Hanley also provides counsel to clients in CDO transactions securitizing a variety of assets including bank loans. He is actively involved in developing standards through his participation in the Loan Syndications and Trading Association Trade Practices and Forms Committee and the CDO working group.

Mr. Kass has, since 1972, represented a wide range of corporate, governmental and non-profit clients in environmental matters. For a general description of these matters, see the description of the firm's Environmental Practice Group, which includes a partial listing of past and present clients in this area.

Heywood Shelley, age 81, has been a practicing attorney with the firm of Carter Ledyard & Milburn LLP, New York, New York since 1951. This firm has in the past acted and may in the future act as legal counsel to the Company in some matters. Mr. Shelley has been a director of the Company since 1990. Mr. Shelley will not be seeking reelection in the 2009 Annual Meeting of Shareholders.

Carter Ledyard & Milburn LLP's Environmental Practice Group is headed by Stephen L. Kass, Clifford P. Case, III, and Jean M. McCarroll (former partners at Berle, Kass & Case, a firm noted for its expertise in environmental law since 1972) and Michael C. Davis, who directs the Group's Washington, D.C. practice. The Environmental Practice Group also includes Christine Fazio and associates Victor J. Gallo, Ethan Strell, Christopher Rizzo and Judith Wallace, all of whom have prior professional experience at federal, state or municipal environmental agencies or non-profit organizations in the environmental field. In May 2006, Barry S. Neuman joined the Environmental Practice Group in the Washington, D.C. office. Mr. Neuman has practiced environmental law and litigation for more than 30 years, and his practice spans virtually every federal environmental law at the trial court, appellate and administrative levels.

Mr. Levine spent four years as an Assistant District Attorney with the New York County District Attorney's Office (1998-2002). As an Assistant District Attorney in the Trial Division, he successfully prosecuted individuals for violating various felony and misdemeanor offenses. He conducted several jury and bench trials, presented numerous cases before grand juries, and oversaw several long- and short-term criminal investigations. As an Assistant District Attorney in the Appeals Division, he successfully argued more than 20 cases before the New York Court of Appeals and the Appellate Division, First Department. Since joining Carter Ledyard, Mr. Levine engages in all aspects of civil and criminal litigation in federal and state courts as well as regulatory agencies including the U.S. Securities and Exchange Commission. His work includes motion and trial practice, responding to subpoenas, document productions, and representing individuals or companies during investigations. Mr. Levine has appeared in both state and federal courts in connection with a variety of civil and criminal matters. He also has had extensive experience arguing in New York's state appellate courts.

Mr. Covey has focused on Trusts and Estates planning matters for more than forty years. He has lectured and written widely in the field during the past thirty-five years. Mr. Covey has acted as special tax counsel to the American Bankers Association for more than twenty-five years. He is the originator, editor and primary author of Practical Drafting, the basic periodical for new ideas in the field, and also the author of The Marital Deduction and the Use of Formal Provisions. Mr. Covey received a Honorary Doctor of Laws degree from the University of Miami.

Trusts and Estates- focusing on representing families and individuals since 1969. Handles all facets of estate planning, including the drafting of wills, living trusts, providing advice in connection with gifts, both charitable and non-charitable, drafting charitable lead and charitable remainder trusts, trusts for minors and for incapacitated persons, insurance trusts, generation skipping trusts, GRITs, GRATs and QPRTs, and advice in connection with the use of S corporations, limited liability companies and limited partnerships in family planning. Advises families in connection with assets such as controlling interests in publicly held corporations, real property, tangible personal property, including works of art, and copyrightable materials. He supervises the administration of estates from probate through final distribution, including all dealings with the federal and state tax authorities, and advises on all aspects of trust administration. Mr. Wagner is listed in The Best Lawyers in America.