##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-10671
 THE MERIDIAN RESOURCE CORPORATION
  TEXAS
    
    76-0319553(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 1401 Enclave Parkway, Suite 300, Houston, Texas
    
    77077(Address of principal executive offices)
    
    (Zip Code)
 281-597-7000
 Securities registered pursuant to Section 12(b) of the Act:
 (Title of each class)
    
    (Name of each exchange on which registered)Common Stock, $0.01 par value 
Rights to Purchase Preferred Shares
    
    New York Stock Exchange
New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 Aggregate market value of shares of common stock held by non-affiliates
of the Registrant at June 30, 2008
    
    $
    260,739,160Number of shares of common stock outstanding at March 4, 2009:
    
    
    93,070,592




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEAUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERTEXECUTIVE OFFICERSCODES OF ETHICSSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEITEM 11. EXECUTIVE COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSISCOMPENSATION COMMITTEE REPORTCOMPENSATION TABLES AND ADDITIONAL INFORMATIONDIRECTOR COMPENSATIONCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSTOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERSSTOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 EXPLANATORY NOTE
  1




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 DIRECTORS
   EXPIRATIONPRESENT POSITIONS
    
    DIRECTOR
    
    OF PRESENTNAME
    
    AGE
    
    WITH THE COMPANY
    
    SINCE
    
    TERMPaul Ching
    
    
    61
    
    
    Class II Director,
President and Chief
Executive Officer, and
Chairman of the Board
    
    
    2008
    
    
    
    2010Joseph A. Reeves, Jr.
    
    
    62
    
    
    Class III Director (1)
    
    
    1990
    
    
    
    2011Michael J. Mayell
    
    
    61
    
    
    Class III Director (1)
    
    
    1990
    
    
    
    2011Fenner R. Weller, Jr.
    
    
    57
    
    
    Class III Director (2)
    
    
    2004
    
    
    
    2011G.M. Byrd Larberg
    
    
    56
    
    
    Class III Director
    
    
    2008
    
    
    
    2011David W. Tauber
    
    
    59
    
    
    Class I Director (3)
    
    
    2004
    
    
    
    2009
    (6)John B. Simmons
    
    
    56
    
    
    Class I Director (4)
    
    
    2004
    
    
    
    2009C. Mark Pearson
    
    
    53
    
    
    Class I Director (5)
    
    
    2006
    
    
    
    2009E. L. Henry
    
    
    73
    
    
    Class II Director (5)
    
    
    1998
    
    
    
    2010Joe E. Kares
    
    
    65
    
    
    Class II Director
    
    
    1990
    
    
    
    2010Gary A. Messersmith
    
    
    60
    
    
    Class II Director
    
    
    1997
    
    
    
    2010
 
 (1)
    
    Member of the Executive Committee and Directors Stock Option Plan Administration Committee.(2)
    
    Member of the Audit Committee and the Compensation Committee.(3)
    
    Member of the Audit Committee and the Board Affairs Committee.(4)
    
    Member of the Audit Committee.(5)
    
    Member of the Board Affairs Committee and the Compensation Committee.(6)
    
    Mr. Tauber has notified the Company that he will not stand for re-election at the 2009 annual
meeting of shareholders.  2




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3




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AUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT
  
 EXECUTIVE OFFICERS
  YEAR FIRSTELECTEDNAME OF OFFICER
    
    POSITION WITH THE COMPANY
    
    AGE
    
    AS OFFICERPaul D. Ching
    
    President and Chief Executive Officer,
Chairman of the Board of Directors
    
    
    61
    
    
    
    2008Lloyd V. DeLano
    
    Senior Vice President, Chief Accounting
Officer, and Secretary of the Company
    
    
    58
    
    
    
    1993Alan S. Pennington
    
    Vice PresidentBusiness DevelopmentTMRX
    
    
    55
    
    
    
    1999A. Dale Breaux
    
    Vice PresidentOperationsTMRX
    
    
    60
    
    
    
    2002Steven G. Ives
    
    Vice President TMRX
    
    
    47
    
    
    
    2005
   4




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CODES OF ETHICS
  
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   5




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ITEM 11. EXECUTIVE COMPENSATION.
 
 COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Committee
     6




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Compensation philosophy and objectives
  
    
    the hiring and retention of excellent employees possessing the background and skills to
achieve Company goals;
    
    the alignment of these employees interests with those of the shareholders and the
Company in general; and
    
    the achievement of important Company goals in short-, medium- and long-term.
  
    
    pay should be linked to performance;
    
    employees should have a sense of ownership and a long-term perspective; and
    
    outstanding employee achievement should be recognized.
   
    
    replacement and increase of the Companys total oil and gas reserves;
    
    efficient management of costs of producing oil and gas reserves;
    
    attainment of the highest revenue possible for sales of oil and gas; and
    
    ultimately, increased value of the Company as reflected in the price of our common
stock.
 Compensation studies
  Activity during 2008
  7




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8




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Compensation of Chief Executive Officer
  
    
    a six-month contract at a salary of $41,667 per month, which equates to an
annual rate of $500,000;
    
    a discretionary bonus at the sole option of the Board of Directors, of a maximum
amount equal to the amount he will have earned in salary during his tenure as
President and CEO;
    
    a total of 250,000 stock options with an exercise price of $.58 (closing market
price on first day of business of 2009) which vest 50% in six months and the
remainder one year from date of grant;
    
    provision for reimbursement of reasonable travel and living expenses, as Mr.
Chings home is in Dallas, and the Companys offices are in Houston; and
    
    termination benefits that would guarantee full payment of the remainder of the
contract if termination were for various reasons, but not including death,
disability, or cause.
   
    
    the interim nature of the appointment during a time of transition for the
Company, which necessitated a focus on
shorter-term performance;
    
    the challenges facing the Company in December 2008, which included the
precipitous decrease in prices for our products experienced in the second half of
2008, the loss of access to credit when the borrowing base under our credit
facility became fully drawn in December 2008, and a continued decline in
 9




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production;
    
    executive compensation studies provided by compensation consultants; and
    
    Mr. Chings added value as a current director familiar with the Company and its
business.
  
    
    The challenges facing the Company, and Mr. Chings added value due to experience
with the Company and in the industry;
    
    The dual nature of his duties, as both CEO and Chairman of the Board of
Directors, for which he would no longer receive director fees;
    
    The added personal inconvenience of weekly travel between his home and our
offices and time spent away from his family.
  Total compensation; allocation among different elements of compensation
    10




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Compensation components; relation of components to our objectives
  
    
    Salaries and annual cash bonuses;
    
    Profit-sharing incentives based on awards related to the net profits of our wells;
    
    Until April 2008, a deferred compensation plan with opportunities to invest in our
common stock;
    
    Long-term incentives based on equity awards;
    
    Employment contracts with termination benefits; and
    
    Benefits and limited perquisites.
   11




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Salary.
 Annual Bonus for Former Chief Executive and Former Chief Operating Officer.
  Discretionary cash bonus
 Net profits interests.
 12




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Well bonus plans.
   13




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Deferred Compensation.
    Equity awards.
 14




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Choice of equity vehicles.
 Procedures for granting equity awards.
 15




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Employment contracts and post-termination compensation.
  Benefits.
  16




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Tax and Accounting Considerations
   2008 Compensation for Former Chief Executive Officer and Former Chief Operating Officer
   
    
    the compensation arrangements failed to align their interests with the interests of the
Company and its shareholders;
    
    compensation was not meaningfully linked to individual or Company performance; and
 17




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
    
    the compensation arrangements failed to result in sufficient achievement of the
Companys business goals.
  
    
    the employment contracts for these two executive officers, which were substantially
identical, included guaranteed cash bonuses, unrelated to performance, which must be
substantially equivalent to those from the previous year; by 2006, this guaranteed bonus
was $760,000 to each officer, in addition to a salary of over $500,000;
    
    the employment contracts were unnecessarily binding to the Company, with automatically
refreshing contract terms that ensured a constant remaining term of no less than two years;
    
    the termination provisions in the employment contracts were out of scale with the size
of the Company and the executives performance; these provisions, which ultimately were the
basis of the termination payments made to settle the contracts, required a maximum payment
of three times salary plus four times bonus in case of termination without cause; and
    
    the NPI agreements provided excessive rewards for past performance and were not
sufficiently directed toward present or future performance.
    New employment contracts; termination of other contracts.
 18




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Agreements to terminate prior compensation arrangements.
    19




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COMPENSATION COMMITTEE REPORT
  
 20




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COMPENSATION TABLES AND ADDITIONAL INFORMATION
  Summary Compensation Table
 Change inPensionValue andNonqualified
    
    AllNon-Equity
    
    Deferred
    
    OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    sation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($) (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Paul D. Ching, CEO,
President, &
Chairman of the
Board of Directors
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    5,817
    
    
    
    
    
    
    
    
    
    
    
    100,750
    (2)
    
    
    131,567Joseph A. Reeves
    
    
    2008
    
    
    
    749,499
    (3)
    
    
    592,950
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,347,516
    (5)
    
    
    6,689,965Jr., Former
    
    
    2007
    
    
    
    545,059
    (3)
    
    
    782,711
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    492,679
    (6)
    
    
    1,820,449CEO & Chairman of
    
    
    2006
    
    
    
    521,587
    (3)
    
    
    781,733
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    551,924
    (7)
    
    
    1,855,244the Board of
DirectorsMichael J. Mayell,
    
    
    2008
    
    
    
    749,499
    (3)
    
    
    592,950
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,334,397
    (8)
    
    
    6,676,846Former COO &
    
    
    2007
    
    
    
    545,059
    (3)
    
    
    782,711
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    492,679
    (6)
    
    
    1,820,449President
    
    
    2006
    
    
    
    521,587
    (3)
    
    
    781,733
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    551,924
    (7)
    
    
    1,855,244Lloyd V. DeLano,
    
    
    2008
    
    
    
    260,750
    
    
    
    638,749
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (10)
    
    
    914,449Sr. Vice President,
    
    
    2007
    
    
    
    244,422
    
    
    
    451,019
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (10)
    
    
    710,066CAO, and Secretary
    
    
    2006
    
    
    
    211,021
    
    
    
    759,890
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,359
    (10)
    
    
    985,270Alan S. Pennington
    
    
    2008
    
    
    
    245,105
    
    
    
    585,490
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (10)
    
    
    845,545VP Business
    
    
    2007
    
    
    
    232,003
    
    
    
    450,394
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (10)
    
    
    697,022Development
    
    
    2006
    
    
    
    217,233
    
    
    
    759,567
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,300
    (10)
    
    
    991,100A. Dale Breaux, VP
    
    
    2008
    
    
    
    234,675
    
    
    
    369,843
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (10)
    
    
    619,468Operations
    
    
    2007
    
    
    
    219,000
    
    
    
    261,627
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,625
    (10)
    
    
    495,252Steven G.
Ives, VP Finance
    
    
    2008
    
    
    
    173,920
    
    
    
    233,497
    (13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,950
    (10)
    
    
    422,367
 21




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1.
    
    Stock awards and option awards are stated as the amount included in 2008 share-based
compensation expense for the awards of non-vested stock or stock options granted to each
named executive through the end of fiscal year 2008, including amounts attributable to
grants in prior years. See Footnote 10 to the Consolidated Financial Statements included
in our 2008 Annual Report on Form 10-K for assumptions used in valuing these awards, and
the methodology for recognizing the related expense. The expense has been modified in
accordance with disclosure rules for this Item 402 of Regulation S-K, to eliminate
forfeiture assumptions in computing the expense for the year. There were no actual
forfeitures during 2008 by any of the named executives. All options are options to
purchase our common stock.2.
    
    Includes $100,750 in directors fees.3.
    
    Salary for Messrs. Reeves and Mayell includes $400,000 each, which they each elected to
contribute to the DCP in each of 2006 and 2007, and $160,000 which they each elected to
contribute to the DCP in 2008. See also Narrative to Summary Compensation Table
Deferred Compensation Plan below and footnotes (5), (6), (7) and (8) to this table
below.4.
    
    Bonus amounts for Messrs. Reeves and Mayell include $760,000 each in bonus payments
required to be paid by the Company under their employment agreements, in each of 2006 and
2007. In 2008, contractual bonuses totaled $567,950 for each of these two executives. The
totals also include $25,000, $22,710, and $21,733 paid to each of Messrs. Reeves and
Mayell under our Christmas bonus program in 2008, 2007, and 2006, respectively.5.
    
    Includes $4,953,374 paid into a Rabbi Trust for the benefit of Mr. Reeves under the
terms of the Termination Agreement. Includes $160,000 in Company matching contributions of
notional stock to Mr. Reeves deferred compensation account, $14,950 in Company matching
contributions of stock to his 401(k) savings account, and $137,350 which represents the
appraised value of net profits interest assignments made to him during 2008. For further
information, see Narrative to Summary Compensation Table  Net Profits Interests. The
appraisals are provided by a third party, and are based on the value of the net profits
interest at the date of the assignment. Also includes $81,842 in legal and professional
fees paid on behalf
of Mr. Reeves in connection with the Termination Agreement and related matters.6.
    
    Includes $400,000 in Company matching contributions of notional stock to each of
Messrs. Reeves and Mayells deferred compensation accounts, $14,625 in Company matching
contributions of stock to each of their 401(k) savings account, and $78,054 which
represents the appraised value of net profits interest assignments made to each of them
during 2007.7.
    
    Includes $400,000 in Company matching contributions of notional stock to each of
Messrs. Reeves and Mayells deferred compensation accounts, $14,300 in Company matching
contributions of stock to each of their 401(k) savings accounts, and $137,624 which
represents the appraised value of net profits interest assignments made to each of them
during 2006. 22




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8.
    
    Includes $4,940,255 paid into a Rabbi Trust for the benefit of Mr. Mayell under the
terms of the Termination Agreement. Includes $160,000 in Company matching contributions of
notional stock to Mr. Mayells deferred compensation account, $14,950 in Company matching
contributions of stock to his 401(k) savings account, and $137,350 which represents the
appraised value of net profits interest assignments made to him during 2008. Also includes
$81,842 in legal and professional fees
paid on behalf of Mr. Mayell in connection with the Termination
Agreement and related matters.9.
    
    Includes $534,426, $440,602 and $750,515 for bonus paid to Mr. DeLano under the
Management Plan in 2008, 2007 and 2006, respectively. In 2008, also includes $43,458
retention bonus paid under the Meridian Resource & Exploration LLC Retention Incentive
Compensation Plan. For further information, see Narrative to Summary Compensation Table 
Retention bonus. Also in 2008, includes $50,000 discretionary performance recognition
bonus. Also includes $10,865, $10,417 and $9,375 bonus paid under our Christmas bonus plan
in 2008, 2007 and 2006, respectively.10.
    
    Represents Company matching contributions of stock to the named executive officers
401(k) savings account.11.
    
    Includes $534,426, $440,602 and $750,515 for bonus paid to Mr. Pennington under the
Management Plan in 2008, 2007 and 2006, respectively. In 2008, also includes $40,851
retention bonus. Also includes $10,213, $9,792 and $9,052 bonus paid under our Christmas
bonus plan in 2008, 2007 and 2006, respectively.12.
    
    Includes $320,952 and $252,253 for bonus paid to Mr. Breaux under the Management Plan
in 2008 and 2007, respectively. In 2008, also includes $39,113 retention bonus. Includes
$9,778 and $9,374 bonus paid under our Christmas bonus plan in 2008 and 2007,
respectively.13.
    
    Includes $186,868 for bonus paid to Mr. Ives under the Management Plan, $28,987
retention bonus paid under the Meridian Resource & Exploration LLC Retention Incentive
Compensation Plan, and $10,395 discretionary performance recognition bonus. Also includes
$7,247 bonus paid under our Christmas bonus plan. Grants of Plan-Based Awards
  OptionStock
    
    Awards:Awards:
    
    Number of
    
    
    
    
    
    Grant Date FairNumber of
    
    securities
    
    Exercise Price
    
    Value of Stockshares of
    
    underlying
    
    of Option
    
    and OptionName
    
    Grant Date
    
    stock (#)
    
    options (#)
    
    Awards ($ / Sh)
    
    Awards ($)Paul D. Ching(1)
    
    
    01/02/2008
    
    
    
    
    
    
    
    15,000
    
    
    $
    1.79
    
    
    $
    10,20007/22/2008
    
    
    
    15,873
    
    
    
    
    
    
    
    
    
    
    
    50,00008/06/2008
    
    
    
    
    
    
    
    15,000
    
    
    
    2.83
    
    
    
    17,400
 23




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(1)
    
    Does not include an additional 250,000 options granted on January 2, 2009 at an exercise
price equal to the closing market price of our common stock on that date, which was $0.58,
vesting 50% on each of the first and second six-month anniversaries of the grant date. The
fair value of the options at date of grant was $62,500. These options were granted in
conjunction with Mr. Chings appointment as interim CEO and President. Narrative to Summary Compensation Table
 Employment Agreements
  Net Profits Interests
     24




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Well Bonus Plans
  th
   Retention bonus
  25




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Deferred Compensation Plan
     Long-Term Incentive Plans
  26




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Outstanding Equity Awards at Year End
 Stock AwardsEquity
    
    
    EquityOption Awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Plan Awards:Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    Market orNumber
    
    
    
    
    
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout Valueof
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotExercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Paul D. Ching(2)
    
    3,750
    (1)
    
    
    11,250
    (1)
    
    
    
    
    
    
    1.79
    
    
    
    01/02/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    (1)
    
    
    
    
    
    
    2.83
    
    
    
    08/06/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,873
    (3)
    
    
    9,048
    
    
    
    
    
    
    
    Joseph A. Reeves,
Jr.
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael J. Mayell
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lloyd V. DeLano
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alan S. Pennington
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    A. Dale Breaux
    
    
    15,000
    (5)
    
    
    
    
    
    
    
    
    
    
    3.00
    
    
    
    7/24/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Steven G. Ives
    
    
    1,500
    (6)
    
    
    
    
    
    
    
    
    
    
    3.99
    
    
    
    11/05/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1.
    
    Options vest 25% on the first and second anniversary of grant date, and 50% on the
third anniversary of grant date. Grant dates were January 2, 2008 and August 6, 2008 for
these two grants, respectively.2.
    
    Does not include an additional 250,000 options granted on January 2, 2009 at an
exercise price equal to the closing market price of our common stock on that date, which
was $0.58, vesting 50% on each of the first and second six-month anniversaries of the grant
date. These options were granted in conjunction with Mr. Chings appointment as interim
CEO and President.3.
    
    Stock vests 100% on the first anniversary of the grant date, which was July 22, 2008.4.
    
    Excludes (i) the warrants (the General Partner Warrants) granted to each of Messrs.
Reeves and Mayell in October 1990 in connection with the Companys formation and (ii)
warrants (Executive Officer Warrants) issued in prior years to Messrs. Reeves and Mayell
in connection with the surrender of certain Class B Warrants to the Company. The value
of these warrants at December 31, 2008, based on the difference between the
market price of the Common Stock at December 31, 2008 and the exercise price of the
respective warrants, was $442,774 for each of Messrs. Reeves and Mayell, and the total
number of warrants outstanding was 1,656,272 for each of Messrs. Reeves and Mayell. 27




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##### Table of Contents



For
further information on the warrants, please see Note 10 to the financial statements included
in our Form 10-K for the year ended December 31, 2008.5.
    
    Mr. Breauxs options were granted on July 24, 2002 and utilized a three-year vesting
schedule (25% on the date of grant, and 25% on each of the first, second, and third
anniversaries of the grant date).6.
    
    Mr. Ives options were granted on November 5, 2001 and utilized a three-year vesting
schedule (25% on the date of grant, and 25% on each of the first, second, and third
anniversaries of the grant date).  Option Exercises and Stock Vested
  Pension Benefits
  Nonqualified Deferred Compensation
   AggregateExecutive
    
    Company
    
    Earnings/
    
    Aggregate
    
    AggregateContributions
    
    Contributions
    
    (Losses) in
    
    Withdrawals/
    
    Balancein 2008(1)
    
    in 2008(2)
    
    2008(3)
    
    Distributions(4)
    
    at 12/31/08(5)Name
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Joseph A. Reeves, Jr.
    
    
    160,000
    
    
    
    160,000
    
    
    
    764,957
    
    
    
    (4,536,246
    )
    
    
    487,952Michael J. Mayell
    
    
    160,000
    
    
    
    160,000
    
    
    
    533,866
    
    
    
    (3,962,304
    )
    
    
    487,952
 28




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##### Table of Contents



1.
    
    Amounts in this column reflect 2008 deferrals of salary, which are included in totals
reported in the Salary column of the Summary Compensation Table. Messrs. Reeves and
Mayell were each credited a total of 88,396 notional shares for these 2008 salary
deferrals.2.
    
    Company contributions reflect 2008 Company matching contributions to the salary
deferrals made in 2008. These amounts are included in the totals reported on the Summary
Compensation Table in the All Other Compensation column. The matching contributions
resulted in a total of 88,396 notional shares credited to the account of each of Messrs.
Reeves and Mayell.3.
    
    Aggregate earnings (losses) reflect the change in the value of the participants
deferred compensation account which is not related to deferrals or matching contributions
in 2008, and is solely the result of movements in the price of our common stock. It
includes the 2008 increase in value of shares distributed in July 2008, as well as the
decrease in value of shares remaining undistributed at December 31, 2008.4.
    
    Withdrawals were the result of the termination of the DCP as of April 29, 2008. Under
the terms of the Termination Agreements, all contributions to the DCP ceased after April
2008, and Messrs. Reeves and Mayells notional shares were converted to newly issued
shares and distributed. On July 2, 2008, Messrs. Reeves and Mayell received share
distributions representing 1,497,111 and 1,307,691 notional shares, respectively. Each of
these executive officers elected to have a portion of the stock withheld in lieu of payment
by the Company of personal withholding taxes, such that the net total stock distributed to
Messrs. Reeves and Mayell on July 2, 2008 was 962,143 and 841,148 shares, respectively.Under the terms of the Termination Agreement, the remaining notional shares, 856,057 for
each of Messrs. Reeves and Mayell, were converted to newly issued stock and placed in a
Rabbi Trust on October 2, 2008. The Company expects to distribute these shares to Messrs.
Reeves and Mayell from the Rabbi Trust on June 29, 2009.5.
    
    The aggregate balance at December 31, 2008 reflects the total shares credited to the
participants deferred compensation account since his participation began in 1996, valued
at the closing price of our common stock on December 31, 2008, the last trading day of the
year, which was $0.57. The total number of undistributed shares in Messrs. Reeves and
Mayells Rabbi Trust accounts at December 31, 2008 was 856,057 each. To the extent such
shares were earned as share rights in prior years by the employees contribution, related
underlying compensation in prior years was reported in the Salary column of the Summary
Compensation Table. To the extent such shares were earned as share rights in prior years
by Company matching contributions, related underlying compensation in prior years was
reported in the All Other Compensation column of the Summary Compensation Table. Potential Payments Upon Termination or Change-in-Control
 Employment Agreement with Paul D. Ching
  29




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##### Table of Contents



Termination of Employment Due to Death, Disability or for Cause
  Termination of Employment Without Cause, or Termination of Employment for Good Reason
  Termination of Employment after a Change of Control
   
    
    acquisition by any person of more than 50% of our common stock;
    
    certain changes in the composition of the individuals constituting a majority of the
members of the Board of Directors, except for changes approved by the existing Board;
    
    a merger or other transaction, unless at least 50% of the voting power of the
surviving entity is held by at least 50% of the holders of our voting securities
immediately prior to the transaction; or
    
    a sale of more than 50% of our assets.
  30




---



##### Table of Contents




    
    our failure to pay Mr. Ching in accordance with his employment agreement; or
    
    our failure to comply with any material provision of his employment agreement.
  
    
    his conviction of a felony or crime involving moral turpitude;
    
    his engaging in conduct amounting to fraud, dishonesty, gross negligence, willful
misconduct or conduct that is unprofessional, unethical or detrimental to our
reputation; or
    
    his failure to perform his duties under his employment agreement.
 Employment Agreement with Lloyd V. DeLano
    Termination of Employment Due to Death, Disability or for Cause
  Termination of Employment Without Cause or Termination by the Employee for Good Reason
  31




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##### Table of Contents



Termination of Employment after a Change of Control
   
    
    a merger or other transaction, unless at least 70% of the voting power of the
surviving entity is held by at least 70% of the holders of our voting securities
immediately prior to the transaction; or
    
    acquisition by any person, other than a Specified Owner*, as defined, of more
than 30% of our common stock; or
    
    a sale, transfer, lease, or other disposition of all or substantially all of the
Companys assets unless: (1) at least 70% of the voting power of the acquiring
entity or its parent is held by at least 70% of the holders of the Companys voting
securities immediately prior to the transaction, in substantially the same
proportions as they held voting shares of the Companys stock immediately prior to
the transaction; or (2) the individuals who comprise the Companys board of
directors constitute a majority of the members of the board or other governing body
of the acquiring entity or its parent company; or
    
    the individuals comprising the Companys board of directors or their incumbents
cease to be a majority of the board of directors (incumbent directors are defined
generally as those nominated or appointed by members of the current board or by
members who become incumbents); or
    
    Company stockholders approve a plan of complete dissolution or liquidation.
 *
 32




---



##### Table of Contents




    
    our failure to pay Mr. DeLano in accordance with his employment agreement, or to
comply with any material provision of the agreement;
    
    a material change in the scope of Mr. DeLanos duties and responsibilities, his
facilities and secretarial assistance, or his direct report (which is the CEO);
    
    the assignment of Mr. DeLano to an office location more than 30 miles distant
from the Companys current location;
    
    failure of the Company to comply with the indemnification agreement provided to
Mr. DeLano; or
    
    the refusal to assume the employment agreement by any Company successor or
assign.
  
    
    his conviction of a felony or a crime of moral turpitude;
    
    his failure or refusal to comply with our policies;
    
    his engaging in conduct amounting to fraud, dishonesty, gross negligence,
willful misconduct or conduct that is unprofessional, unethical or detrimental to
our reputation; or
    
    his failure to diligently perform his duties under his employment agreement.
 Participation by Mr. DeLano in the Management Well Bonus Plan
  Employment Agreement with Alan S. Pennington
  33




---



##### Table of Contents



Termination Payments to Mr. Pennington
     Participation by Mr. Pennington in the Management Well Bonus Plan
  34




---



##### Table of Contents



Employment Agreement with A. Dale Breaux
  Termination Payments to Mr. Breaux
     Participation by Mr. Breaux in the Management Well Bonus Plan
  35




---



##### Table of Contents



Employment Agreement with Steven G. Ives
  Termination Payments to Mr. Ives
     36




---



##### Table of Contents



Participation by Mr. Ives in the Management Well Bonus Plan
  
 DIRECTOR COMPENSATION
  Change inFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    PensionEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andor
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    NonqualifiedPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards(9)
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)E. L. Henry(1)
    
    
    58,250
    
    
    
    
    
    
    
    5,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,950Joe Kares(2)
    
    
    48,500
    
    
    
    
    
    
    
    5,700
    
    
    
    
    
    
    
    
    
    
    
    551,479
    (10)(11)
    
    
    605,679G. M. Byrd Larberg(3)
    
    
    44,500
    
    
    
    
    
    
    
    5,817
    
    
    
    
    
    
    
    
    
    
    
    210,450
    (12)
    
    
    260,767Gary A. Messersmith(4)
    
    
    47,000
    
    
    
    
    
    
    
    5,700
    
    
    
    
    
    
    
    
    
    
    
    667,578
    (13)(14)
    
    
    720,278C. Mark Pearson(5)
    
    
    65,500
    
    
    
    
    
    
    
    14,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,450John B. Simmons(6)
    
    
    63,500
    
    
    
    
    
    
    
    9,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,800David W. Tauber(7)
    
    
    56,000
    
    
    
    
    
    
    
    9,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,300Fenner R. Weller(8)
    
    
    67,000
    
    
    
    
    
    
    
    10,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,459
 
 1.
    
    Mr. Henry is a Member of the Board Affairs Committee and is Chairman of the
Compensation Committee. He holds options to purchase 30,000 shares of our common stock.2.
    
    Mr. Kares holds options to purchase 30,000 shares of our common stock. 37




---



##### Table of Contents



3.
    
    On January 2, 2008 Mr. Larburg was granted 15,000 options to purchase common stock with
a grant date fair value of $10,200. On August 6, 2008, Mr. Larberg was granted an
additional 15,000 options to purchase common stock with a grant date fair value of $17,400.
He holds a total of 30,000 options to purchase shares of our common stock.4.
    
    Mr. Messersmith holds options to purchase 30,000 shares of our common stock.5.
    
    Mr. Pearson is a Member of the Board Affairs Committee and the Compensation Committee.
Mr. Pearson holds options to purchase 30,000 shares of our common stock.6.
    
    Mr. Simmons is Chairman of the Audit Committee. He holds options to purchase 45,000
shares of our common stock.7.
    
    Mr. Tauber is a Member of the Audit Committee and the Board Affairs Committee. Mr.
Tauber holds options to purchase 45,000 shares of our common stock.8.
    
    Mr. Weller is a Member of the Audit Committee and the Compensation Committee. On
August 6, 2008 he was granted 15,000 options to purchase common stock with a grant date
fair value of $17,400. Mr. Weller holds options to purchase 60,000 shares of our common
stock.9.
    
    Option awards are stated as the amount included in 2008 share-based compensation
expense for the option awards granted to each named director through the end of fiscal year
2008, including amounts attributable to grants in prior years. See Footnote 10 to the
Consolidated Financial Statements included in our 2008 Annual Report on Form 10-K for
assumptions used in valuing these awards, and the methodology for recognizing the related
expense. The expense has been modified in accordance with disclosure rules for this Item
402 of Regulation S-K, to eliminate forfeiture assumptions in computing the expense for the
year. There were no actual forfeitures during 2008 by any of the named directors. All
options are options to purchase our common stock.10.
    
    Includes $335,089 paid to Mr. Kares as a bonus under the Management Well Bonus Plan.
See Narrative to Summary Compensation Table  Well Bonus Plans for further information.
Mr. Kares participation in the plan is 1/4th of 1%.11.
    
    Includes $216,390 in fees paid to Kares & Cihlar, an accounting firm of which Mr. Kares
is a partner. The fees were for accounting services.12.
    
    Includes $210,450 in consulting fees paid to Mr. Larberg for his work for the Company
in the area of portfolio management.13.
    
    Includes $526,861 paid to Mr. Messersmith as a bonus under the Management Well Bonus
Plan. See Narrative to Summary Compensation Table  Well Bonus Plans for further
information. Mr. Messersmith participation in the plan is 1/4th of 1%.14.
    
    Includes a $22,500 payment to Gary A. Messersmith, PC, for corporate management of
legal affairs of the Company and representation under a month to month arrangement with the
Company, which was discontinued as of April 2008. Under the terms of the agreement, Mr.
Messersmith was paid $8,333 per month. Also includes $118,217 in fees paid to Looper, Reed
& McGraw, a law firm of which Mr. Messersmith is a member.  38




---



##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  39




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 
 STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
  Number ofSharesBeneficiallyName
    
    Owned (1)
    
    PercentPaul D. Ching (2)
    
    
    3,750
    
    
    
    *Lloyd V. DeLano
    
    
    77,123
    
    
    
    *Allen D. Breaux (3)
    
    
    69,885
    
    
    
    *Steven G.
Ives (14)
    
    
    35,296
    
    
    
    *Alan S. Pennington
    
    
    50,318
    
    
    
    *E. L. Henry (4)
    
    
    35,500
    
    
    
    *Joe E. Kares (5)
    
    
    22,500
    
    
    
    *G.M. Byrd Larberg (6)
    
    
    11,000
    
    
    
    *Michael J. Mayell (7)
    
    
    3,696,047
    
    
    
    3.94
    %Gary A. Messersmith (8)
    
    
    35,972
    
    
    
    *C. Mark Pearson (9)
    
    
    15,000
    
    
    
    *Joseph A. Reeves, Jr. (10)
    
    
    3,940,289
    
    
    
    4.20
    %John B. Simmons (11)
    
    
    45,000
    
    
    
    *David W. Tauber (12)
    
    
    51,290
    
    
    
    *Fenner R. Weller, Jr. (13)
    
    
    97,500
    
    
    
    *All executive officers and directors as a group
(14 persons) (2), (3), (4), (5), (6), (7), (8),
(9), (10), (11), (12), and (13)
    
    
    8,190,220
    
    
    
    8.80
    %
 
 *
    
    Less than one percent.1.
    
    Shares of Common Stock which are not outstanding but which can be acquired by a
person upon exercise of an option or warrant within sixty days are deemed outstanding
for the purpose of computing the percentage of outstanding shares beneficially owned by
such person. Each such person has sole voting and dispositive power for its shares of
Common Stock, unless otherwise noted. 40




---



##### Table of Contents



2.
    
    Includes 3,750 shares of Common Stock that Mr. Ching has the right to acquire
upon the exercise of stock options. Excludes 276,250 shares of Common Stock underlying
options owned by Mr. Ching that are not exercisable within 60 days. Also excludes
15,873 shares of non-vested Common Stock that will not vest within 60 days.3.
    
    Includes 15,000 shares of Common Stock that Mr. Breaux has the right to acquire
upon the exercise of stock options.4.
    
    Includes 22,500 shares of Common Stock that Mr. Henry has the right to acquire
upon the exercise of stock options. Excludes 7,500 shares of Common Stock underlying
options that are not exercisable within 60 days.5.
    
    Includes 22,500 shares of Common Stock that Mr. Kares has the right to acquire
upon the exercise of stock options. Excludes 7,500 shares of Common Stock underlying
options that are not exercisable within 60 days.6.
    
    Includes 3,750 shares of Common Stock that Mr. Larberg has the right to acquire
upon the exercise of stock options. Excludes 26,250 shares of Common Stock underlying
options owned by Mr. Larberg that are not exercisable within 60 days.7.
    
    Includes 942,526 shares and 714,000 shares of Common Stock that Mr. Mayell has
the right to acquire upon the exercise of the General Partner Warrant and Executive
Warrants, respectively. Also includes 856,057 shares held by the Company in a Rabbi
Trust for the benefit of Mr. Mayell. These shares are expected to be distributed to
Mr. Mayell from the Rabbi Trust on or about June 29, 2009. Mr. Mayells business
address is 1401 Enclave Parkway, Suite 300, Houston, Texas 77077.8.
    
    Includes 22,500 shares of Common Stock that Mr. Messersmith has the right to
acquire upon the exercise of stock options. Excludes 7,500 shares of Common Stock
underlying options that are not exercisable within 60 days.9.
    
    Includes 15,000 shares of Common Stock that Mr. Pearson has the right to
acquire upon the exercise of stock options. Excludes 15,000 shares of Common Stock
underlying options that are not exercisable within 60 days.10.
    
    Includes 942,526 shares and 714,000 shares of Common Stock that Mr. Reeves has
the right to acquire upon the exercise of the General Partner Warrant and Executive
Warrants, respectively. Also includes 856,057 shares held by the Company in a Rabbi
Trust for the benefit of Mr. Reeves. These shares are expected to be distributed to
Mr. Reeves from the Rabbi Trust on or about June 29, 2009. Mr. Reeves business
address is 1401 Enclave Parkway, Suite 300, Houston, Texas 77077.11.
    
    Includes 45,000 shares of Common Stock that Mr. Simmons has the right to
acquire upon the exercise of stock options.12.
    
    Includes 45,000 shares of Common Stock that Mr. Tauber has the right to acquire
upon the exercise of stock options.13.
    
    Includes 45,000 shares of Common Stock that Mr. Weller has the right to acquire
upon the exercise of stock options. Excludes 15,000 shares of Common Stock underlying
options that are not exercisable within 60 days.14.
    
    Includes 1,500 shares of Common Stock that Mr. Ives has the
right to acquire upon the exercise of stock options. 41




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##### Table of Contents



STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  Number ofSharesBeneficiallyName and Address of Beneficial Owner
    
    Owned
    
    PercentDonald Smith & Co. (1)
    
    
    7,396,939
    
    
    
    7.95
    %152 West 57th Street 
New York, NY 10019Dimensional Fund Advisors Inc.(2)
    
    
    7,337,194
    
    
    
    7.88
    %Pallisades West, Building One 
6300 Bee Cave Road 
Austin, Texas 78746Barclays Global Investors, NA (3)
    
    
    5,335,437
    
    
    
    5.73
    %400 Howard Street 
San Francisco, CA 94105Wellington Management Company, LLP (4)
    
    
    7,191,516
    
    
    
    7.73
    %75 State Street 
Boston, MA 02109
 
 (1)
    
    This information is based on information contained in a Schedule 13G filing made by
Donald Smith & Co., Inc. with the Securities and Exchange Commission on February 11, 2009.
All securities reported in this schedule are owned by advisory clients of Donald Smith &
Co., Inc., no one of which, to the knowledge of Donald Smith & Co., Inc., owns more than 5%
of the class.(2)
    
    This information is based on information contained in a Schedule 13G/A filing made
by Dimensional Fund Advisors Inc. (Dimensional) with the Securities and Exchange
Commission on February 9, 2009. Dimensional, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate accounts. These investment
companies, trusts and accounts are the Funds. In its role as investment advisor or
manager, Dimensional possesses investment and/or voting power over common stock held by the
Funds. However, all securities reported by Dimensional are owned by the Funds, none of
which, to the knowledge of Dimensional, owns more than 5% of the class.(3)
    
    This information is based on information contained in a Schedule 13G filing made by
Barclays Global Investors, NA and Barclays Global Funds Advisors (Barclays) with the
Securities and Exchange Commission on February 5, 2009.(4)
    
    This information is based on information contained in a Schedule 13G filing made by
Wellington Management Company, LLP, with the Securities and Exchange Commission on February
17, 2009. All securities reported in this schedule are owned by advisory clients of
Wellington Management Company, LLP, no one of which, to the knowledge of Wellington
Management Company, LLP, owns more than 5% of the class. 42




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##### Table of Contents



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  Number of securitiesremaining available forNumber of securities to
    
    
    Weighted-average
    
    
    future issuance underbe issued upon exercise
    
    
    exercise price of
    
    
    equity compensation plansof outstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,024,044
    
    
    $
    2.66
    
    
    
    3,970,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,024,044
    
    
    $
    2.66
    
    
    
    3,970,000
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Participation Interests
   43




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to
  Other
   44




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Review Policy
  Board Independence
  45




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Audit Fees
  2008
    
    2007Audit Fees
    
    $
    530,349
    
    
    $
    589,075
  46




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
  *10.1
    
    The Meridian Resource & Exploration LLC Change in Control and Severance Plan.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under
the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under
the Securities Exchange Act of 1934, as amended.32.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under
the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.32.2
    
    Certification Chief Accounting Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the
Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
 
 *
    
    Management contract or compensation plan. 47




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SIGNATURES
  THE MERIDIAN RESOURCE CORPORATION
 BY:
    
    /s/       PAUL D. CHINGChief Executive Officer(Principal Executive Officer)
   Name
    
    Title
    
    DateBY:
    
    /s/  PAUL D. CHING
    
    Chief Executive Officer
    
    April 30, 2009Paul D. Ching
    
    (Principal Executive Officer)
Director and Chairman of the BoardBY:
    
    /s/  LLOYD V. DELANO
    
    Chief Accounting Officer
    
    April 30, 2009Lloyd V. DeLanoBY:
    
    /s/  JOSEPH A. REEVES, JR.

          Joseph A. Reeves, Jr.
    
    Director
    
    April 30, 2009BY:
    
    /s/  MICHAEL J. MAYELL

          Michael J. Mayell
    
    Director
    
    April 30, 2009BY:
    
    /s/ E. L. HENRY

          E. L. Henry
    
    Director
    
    April 30, 2009BY:
    
    /s/ JOE E. KARES

          Joe E. Kares
    
    Director
    
    April 30, 2009BY:
    
    /s/ GARY A. MESSERSMITH

          Gary A. Messersmith
    
    Director
    
    April 30, 2009BY:
    
    /s/ DAVID W. TAUBER

          David W. Tauber
    
    Director
    
    April 30, 2009BY:
    
    /s/  JOHN B. SIMMONS

          John B. Simmons
    
    Director
    
    April 30, 2009




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Name
    
    Title
    
    DateBY:
    
    /s/ FENNER R. WELLER, JR.
    
    Director
    
    April 30, 2009Fenner R. Weller, Jr.BY:
    
    /s/ C. MARK PEARSON

          C. Mark Pearson
    
    Director
    
    April 30, 2009BY:
    
    /s/  G. M. LARBERG

          G.M. Larberg
    
    Director
    
    April 30, 2009