(e)        On April 14, 2008, the Compensation Committee of the Board of Directors of the company approved the offer of a retirement agreement to John P. O’Connor, a former executive officer of the company with over 37 years of service who was named in the company’s 2008 proxy statement. It is expected that he will continue in his current position until next month when he will qualify for normal retirement under the company’s pension plan. Key elements of the agreement approved by the Committee for management to offer to Mr. O’Connor include:

On April 15, 2008, the shareholders of the company approved a proposal by the Board of Directors to amend subsections (a), (b), and (e) of Article 12 of the company’s Charter to provide for the phased-in elimination of the classification of the Board and the annual election of directors, beginning with the class of directors whose terms expire at the 2009 annual meeting of shareholders. Appropriate Charter amendment documents have been filed with the State of Tennessee. The Charter amendment became effective April 17, 2008. Conforming changes to the company’s Bylaws also became effective as a consequence of that approval of those amendments. The declassification proposal is described in more detail in the company’s 2008 proxy statement as Vote Item 2 beginning on page 18.

On April 15, 2008, the shareholders of the company also voted on a proposal by the Board of Directors to eliminate certain supermajority vote requirements. Subsections (c) and (d) of Article 12 of the company’s Charter require the vote of 80% of the voting power of all outstanding shares to amend Article 12 of the Charter, and Section 10.5 of the Bylaws requires the vote of 80% of the voting power of all outstanding shares to amend the Bylaws by shareholder action. Although the declassification proposal (Vote Item 2 mentioned above) received the requisite 80% approving vote, the supermajority proposal did not, and the Charter and Bylaw amendments associated with the supermajority proposal will not become effective. The supermajority proposal is described in more detail in the company’s 2008 proxy statement as Vote Item 3 beginning on page 19.

Pursuant to Instruction B.4. to Form 8-K, Instruction 2 to Item 601(b)(10) of Regulation S-K, and applicable regulations and releases, forms of documents and descriptions of arrangements related to the foregoing matters reported under Item 5.02(e) will be filed as exhibits not later than the company’s quarterly report on Form 10-Q applicable to the quarter ending June 30, 2008, except for exhibits filed with this Report. All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

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