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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington DC 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended May 31, 2009
 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: 000-09061
 ELECTRO RENT CORPORATION
  CALIFORNIA
    
    95-2412961(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)
 6060 Sepulveda Boulevard
Van Nuys, California 91411-2512
 (818) 786-2525
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock without par value
    
    The NASDAQ Stock Market LLC
  o þ
 o þ
 þ o
 o o
 o þ
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesExhibit IndexSIGNATURESEX-3.1EX-3.2EX-3.4EX-3.7EX-4.1EX-10.1EX-10.2EX-10.20EX-10.21EX-13EX-14EX-23EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE
 1.
    
    Inside front cover and pages 5 through 40 of the Annual Report to Security Holders for the
fiscal year ended May 31, 2009 (the 2009 Annual Report) are incorporated by reference in
this Annual Report on Form 10-K. Only those portions of the 2009 Annual Report expressly
incorporated hereby by reference are deemed filed.2.
    
    The information contained in the Proxy Statement for the Annual Meeting of Shareholders to
be held on October 15, 2009 (the 2009 Proxy Statement) that is required by Part III of
this Form 10-K is incorporated herein by reference.
 CROSS REFERENCE SHEET
 
 PART II
 Caption and ReferenceForm 10-K Item
    
    in 2009 Annual ReportNumber and Caption
    
    or 2009 Proxy Statement5.
    
    Market for the Registrants Common Equity and
Related Shareholder Matters
    
    2009 Annual Report page 406.
    
    Selected Financial Data
    
    2009 Annual Report inside front cover7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    2009 Annual Report pages 5-138.
    
    Financial Statements and Supplementary Data
    
    2009 Annual Report pages 14-39PART III10.
    
    Directors and Executive Officers of the Registrant
    
    2009 Proxy Statement   Proposal 1  Election of Directors   Executive Officers   Board and Committees and
Corporate Governance  Code of Ethics   Board and Committees and
Corporate Governance  Audit Committee   Section 16(a) Beneficial
Ownership Reporting Compliance11.
    
    Executive Compensation
    
    2009 Proxy Statement   Executive Compensation   Compensation Committee Report   Director Compensation12.
    
    Security Ownership of Certain Beneficial Owners
and Management
    
    2009 Proxy Statement   Security Ownership of Certain
Beneficial Owners and Management13.
    
    Certain Relationships and Related Transactions
    
    2009 Proxy Statement   Transactions With Related Persons14.
    
    Principal Accountant Fees and Services
    
    2009 Proxy Statement
   Proposal 2  Ratification of
Selection of Independent Registered
Public Accounting Firm
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FORWARD LOOKING STATEMENTS
 This Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can find many (but not all) of these statements by looking for words such as
approximates, believes, expects, anticipates, estimates, intends, plans, would,
may or other similar expressions in this Report. We claim the protection of the safe harbor
contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any
forward-looking statements presented in this Report, or that we may make orally or in writing from
time to time, are based on the beliefs of, assumptions made by, and information currently available
to, us. Such statements are based on assumptions, and the actual outcome will be affected by known
and unknown risks, trends, uncertainties and factors that are beyond our control or ability to
predict. Although we believe that our assumptions are reasonable, they are not guarantees of
future performance and some will inevitably prove to be incorrect. As a result, our actual future
results can be expected to differ from our expectations, and those differences may be material.
Accordingly, investors should use caution in relying on past forward-looking statements, which are
based on known results and trends at the time they are made, to anticipate future results or
trends.
 Some of the risks and uncertainties that may cause our actual results, performance or
achievements to differ materially from those expressed or implied by forward-looking statements
include those set forth in Item 1A. Risk Factors of this Report.
 This Report and all subsequent written and oral forward-looking statements attributable to us
or any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We do not undertake any obligation to release
publicly any revisions to our forward-looking statements to reflect events or circumstances after
the date of this Report.
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PART I
 
 Item 1 Business
    Years ended May 31,
    
    T&M
    
    
    DP
    
    
    Total2009Rental and leases
    
    $
    77,430
    
    
    $
    20,965
    
    
    $
    98,395Sales of equipment and other revenues
    
    
    29,054
    
    
    
    3,032
    
    
    
    32,086$
    106,484
    
    
    $
    23,997
    
    
    $
    130,4812008Rental and leases
    
    $
    85,209
    
    
    $
    23,552
    
    
    $
    108,761Sales of equipment and other revenues
    
    
    32,458
    
    
    
    3,317
    
    
    
    35,775$
    117,667
    
    
    $
    26,869
    
    
    $
    144,5362007Rental and leases
    
    $
    79,413
    
    
    $
    23,670
    
    
    $
    103,083Sales of equipment and other revenues
    
    
    20,424
    
    
    
    3,352
    
    
    
    23,776$
    99,837
    
    
    $
    27,022
    
    
    $
    126,859
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§
    
    Our acquisition cost;§
    
    Our estimates of current and future market demand for rentals;§
    
    Our estimates of current and future supply of product;§
    
    The book value of the product after depreciation and other impairment;§
    
    Our estimates of the effect of interest rates on rental and leasing fees as well
as capital financing; and§
    
    Our estimates of the potential current and future sale prices.
   Year ended May 31,
    
    2009
    
    
    2008
    
    
    2007U.S.
    
    $
    111,184
    
    
    $
    123,396
    
    
    $
    110,983Foreign
    
    
    19,297
    
    
    
    21,140
    
    
    
    15,876Total
    
    $
    130,481
    
    
    $
    144,536
    
    
    $
    126,859
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www.electrorent.com
 
 Item 1A. Risk Factors
  COMMON STOCK PRICE FLUCTUATIONS
 Our Common Stock price has fluctuated significantly and may continue to do so in the future.
 General Factors
 §
    
    announcements of developments related to our business;§
    
    announcements concerning new products or enhancements in the equipment that we rent,
or developments in our relationships with our customers;§
    
    variations in our revenues, gross margins, earnings or other financial results from
investors expectations; and§
    
    fluctuations in results of our operations and general conditions in the economy, our
market, and the markets served by our customers.
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Future Sales of our Common Stock
  FLUCTUATIONS IN OPERATING RESULTS
 Historically, our operating results have fluctuated, and we expect that fluctuations could
continue in the future.
 Timing of Equipment Purchases and Sales and Equipment Pool Management
   §
    
    our acquisition cost;§
    
    our estimates of current and future market demand for rentals;§
    
    our estimates of current and future supply of equipment;§
    
    the book value of the equipment after depreciation and other impairment;§
    
    our estimates of the effect of interest rates on rental and leasing fees as well as
capital financing; and§
    
    our estimates of the potential current and future sale prices of equipment.
  Risks Associated with Changing Economic Conditions
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Seasonal and Quarterly Fluctuations
 §
    
    weather, holiday and vacation considerations; and§
    
    budgetary considerations.
  §
    
    changes in customer demands and/or requirements;§
    
    new product announcements;§
    
    price changes;§
    
    changes in delivery dates;§
    
    changes in maintenance policies and the pricing policies of equipment manufacturers;
and§
    
    price competition from other rental, leasing and finance companies.
 Other Factors
 §
    
    competitive forces within our current and anticipated future markets;§
    
    changes in interest rates;§
    
    our ability to attract customers and meet their expectations;§
    
    currency fluctuations and other risks of international operations;§
    
    general economic conditions; and§
    
    differences in the timing of our spending on acquiring equipment, renting or leasing
that equipment and receiving revenues from our customers.
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RISKS ASSOCIATED WITH INVESTMENTS
 We may realize losses on our investments in auction rate securities or be unable to liquidate these
investments at desired times and in desired amounts.
    RISKS ASSOCIATED WITH TECHNOLOGY CHANGES
 If we do not adequately anticipate or respond to changes in technology, it could have a material
adverse effect on our operating results and stock price.
 Technological Advancements
 Expenses Resulting from Technological Advancements
 Introduction of New Products and Services
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§
    
    proper identification of customer needs;§
    
    our costs;§
    
    timely completion and introduction of products and services as compared to our
competitors;§
    
    our ability to differentiate our equipment and services from our competitors; and§
    
    market acceptance of our business.
 RISKS ASSOCIATED WITH CUSTOMER SOLVENCY
 If we do not collect on contracts with customers, it could have a material adverse effect on our
operating results and stock price.
  COMPETITION
 If we do not effectively compete in our market, our operating results and stock price will be
materially and adversely affected.
  RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
 If we do not adequately anticipate and respond to the risks inherent in international operations,
it could have a material adverse effect on our operating results and stock price.
 Currency Risks
 Other Risks Associated with International Operations
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§
    
    international political and economic conditions;§
    
    changes in government regulation in various countries;§
    
    trade barriers;§
    
    difficulty in staffing our foreign sales and service centers, and in training and
retaining foreign employees;§
    
    issues relating to the repatriation of any profits;§
    
    adverse tax consequences; and§
    
    costs associated with expansion into new territories.
  RISKS ASSOCIATED WITH OUR MANUFACTURERS AND SUPPLIERS
 If we are not able to obtain equipment at favorable rates, it could have a material adverse effect
on our operating results and stock price.
  DEPENDENCE ON KEY PERSONNEL
 If we are unable to recruit and retain qualified personnel, it could have a material adverse effect
on our operating results and stock price.
  CONTROL BY MANAGEMENT AND OTHERS
 Senior management has significant influence over our policies and affairs and may be in a position
to determine the outcome of corporate actions.
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RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS AND NEW BUSINESS VENTURES
 If we cannot successfully implement any future acquisitions or new business ventures, it could have
a material adverse effect on our operating results and stock price.
  §
    
    the difficulty of integrating acquired operations and personnel with our existing
operations;§
    
    the difficulty of developing and marketing new products and services;§
    
    the diversion of our managements attention as a result of evaluating, negotiating
and integrating acquisitions or new business ventures;§
    
    our exposure to unforeseen liabilities of acquired companies; and§
    
    the loss of key employees of an acquired operation.
  §
    
    charges to our income to reflect the impairment of acquired intangible assets,
including goodwill;§
    
    interest costs and debt service requirements for any debt incurred in connection
with an acquisition or new business venture; and§
    
    any issuance of securities in connection with an acquisition or new business venture
that dilutes or lessens the rights of our current shareholders.
  RISKS ASSOCIATED WITH FLUCTUATING INTEREST RATES
 Interest rate fluctuations could have a material adverse effect on our operating results and stock
price.
  ANTI-TAKEOVER PROVISIONS
 The anti-takeover provisions contained in our Articles of Incorporation and Bylaws and in
California law could materially and adversely impact the value of our Common Stock.
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§
    
    the right of our board of directors to issue preferred stock with rights and
privileges that are senior to the Common Stock, without prior shareholder approval; and§
    
    certain limitations of the rights of shareholders to call a special meeting of
shareholders.
 
 Item 1B. Unresolved Staff Comments.
 None.
 
 Item 2. Properties
      
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  12




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PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
 Market for Common Stock; Holders.
  Sales of Unregistered Securities.
  Securities Authorized for Issuance Under Equity Compensation Plans.
  EQUITY COMPENSATION PLAN INFORMATION
 Number of shares ofcommon stock remainingNumber of shares of
    
    
    
    available for futurecommon stock to be
    
    
    
    issuance under equityissued upon exercise
    
    Weighted-average exercise
    
    compensation plansof outstanding options,
    
    price of outstanding options,
    
    (excluding shareswarrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)369,275
    
    $10.39
    
    935,026
 Stock Repurchases.
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Total    
    
    
    MaximumNumber of
    
    
    NumberShares
    
    
    of SharesPurchased
    
    
    that mayas Part of
    
    
    yet beTotal
    
    
    Average
    
    
    Publicly
    
    
    PurchasedNumber
    
    
    Price
    
    
    Announced
    
    
    under theof Shares
    
    
    Paid per
    
    
    Plans or
    
    
    Plans orPeriod
    
    Purchased
    
    
    Share
    
    
    Programs
    
    
    ProgramsJune 2008
    
    
    36,961
    
    
    $
    12.80
    
    
    
    36,961
    
    
    
    908,725July 2008
    
    
    104,781
    
    
    $
    12.11
    
    
    
    104,781
    
    
    
    803,944August 2008
    
    
    67,014
    
    
    $
    12.94
    
    
    
    67,014
    
    
    
    736,930September 2008
    
    
    13,530
    
    
    $
    12.91
    
    
    
    13,530
    
    
    
    723,400October 2008
    
    
    683,558
    
    
    $
    11.00
    
    
    
    683,558
    
    
    
    39,842November 2008
    
    
    539,816
    
    
    $
    11.25
    
    
    
    39,842
    
    
    
    December 2008
    
    
    243,044
    
    
    $
    10.29
    
    
    
    
    
    
    
    January 2009
    
    
    122,961
    
    
    $
    10.46
    
    
    
    
    
    
    
    February 2009
    
    
    29,500
    
    
    $
    7.86
    
    
    
    
    
    
    
    March 2009
    
    
    221,256
    
    
    $
    7.90
    
    
    
    
    
    
    
    April 2009
    
    
    3,207
    
    
    $
    9.03
    
    
    
    
    
    
    
    May 2009
    
    
    72,429
    
    
    $
    8.83
    
    
    
    
    
    
    
    Total
    
    
    2,138,057
    
    
    $
    10.67
    
    
    
    945,686
    
    
    
    
  Dividends.
  Performance Graph.
  14




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Cumulative Five Year Total Return
Value of $100 Invested on May 31, 2004
Fiscal Years Ended May 31
 
 2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Electro Rent Corporation
    
    
    
    100
    
    
    
    
    108
    
    
    
    
    151
    
    
    
    
    132
    
    
    
    
    133
    
    
    
    
    96NASDAQ Stock Market (US)
    
    
    
    100
    
    
    
    
    105
    
    
    
    
    113
    
    
    
    
    137
    
    
    
    
    133
    
    
    
    
    93Russell 2000
    
    
    
    100
    
    
    
    
    110
    
    
    
    
    130
    
    
    
    
    154
    
    
    
    
    138
    
    
    
    
    94Value Line Industrial Services
    
    
    
    100
    
    
    
    
    106
    
    
    
    
    129
    
    
    
    
    159
    
    
    
    
    144
    
    
    
    
    99
 
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  15




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Interest Rate and Market Risk.
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Changes in foreign currencies.
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
  
 Item 9A. Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
   Changes in Internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
  17




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  Internal Control
 Integrated Framework
    Internal Control 
Integrated Framework
   
 18




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Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11 Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director
Independence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  2009 AnnualReportItem
    
    Page Number1.
    
    Financial StatementsConsolidated Statements of Operations for each of the three
years in the period ended May 31, 2009
    
    14Consolidated Balance Sheets at May 31, 2009 and 2008
    
    15Consolidated Statements of Shareholders Equity for
each of the three years in the period ended May 31, 2009
    
    16Consolidated Statements of Cash Flows for each of the three years in the period ended May 31, 2009
    
    17Notes to Consolidated Financial Statements
    
    18-38Report of Independent Registered Public Accounting Firm
    
    39
  Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of Regulation
S-K
 19




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Exhibit Index
 Number

    
    Document Description**

    
    This exhibit is a management contract, compensatory plan or arrangement.3.1

    
    Restated Articles of Incorporation, filed October 3, 1984 (13)3.2

    
    Certificate of Amendment of Restated Articles of Incorporation, filed October 24, 1988
(13)3.3

    
    Certificate of Amendment of Restated Articles of Incorporation, filed October 15, 1997 (5)3.4

    
    Bylaws of Registrant, adopted February 6, 1979 (13)3.5

    
    Amendment of Bylaws of Registrant, adopted October 6, 1994 (1)3.6

    
    Amendment of Bylaws of Registrant, adopted November 15, 1996 (3)3.7

    
    Amendment of Bylaws of Registrant, adopted July 11, 2002 (13)4.1

    
    Form of Common Stock Certificate (13)10.1

    
    Electro Rent Corporation Supplemental Retirement Plan (13) **10.2

    
    Executive Employment Agreement (Amended and Restated as of July 15, 1992) between
Registrant and Daniel Greenberg (13) **10.3

    
    Amendment No. 1 to Executive Employment Agreement (Amended and Restated as of July 15,
1992) between Registrant and Daniel Greenberg, dated October 12, 2001 (8) **10.4

    
    Employment Agreement between Registrant and Steven Markheim, dated as of October 31, 2005
(10) **10.5

    
    Employment Agreement between Registrant and Craig R. Jones, dated as of October 31, 2005
(10) **10.6

    
    1996 Stock Option Plan (2) **10.7

    
    Form of Stock Option Agreement (Incentive Stock Option) (1996 Plan) (2) **10.8

    
    Form of Stock Option Agreement (Nonstatutory Stock Option) (1996 Plan) (2) **10.9

    
    Amendment Number One to 1996 Stock Option Plan, adopted November 1, 1996 (4) **10.10

    
    1996 Director Option Plan (2) **10.11

    
    Form of Stock Option Agreement (Nonstatutory Option) (1996 Director Option Plan) (2) **10.12

    
    1996 Director Option Plan Amendment No. One, adopted April 12, 2001 (6) **10.13

    
    2002 Employee Stock Option Plan (7) **10.14

    
    Form of 2002 Grant of Incentive Stock Option (7) **10.15

    
    Form of 2002 Grant of Nonqualified Stock Option (7) **10.16

    
    Amendment No.1 to 1996 Stock Option Plan, 1996 Director Option Plan, and 2002 Employee
Stock Option 
Plan (9) **10.17

    
    2005 Equity Incentive Plan (11) **10.18

    
    Form of 2005 Stock Option Agreement (11) **10.19

    
    Form of Stock Unit Award Agreement (Employee) (12) **10.20

    
    Form of Stock Unit Award Agreement (Director) (13) **10.21

    
    Form of Indemnification Agreement (13) **11

    
    Statement re computation of earnings per share  is incorporated by reference to the 2009
Annual Report, 
page 32. (13)13

    
    2009 Annual Report. Only those portions of the 2009 Annual Report expressly incorporated
hereby by reference are deemed filed. (13)14

    
    Code of Business Conduct and Ethics (13)21

    
    Subsidiaries of the Registrant.     Genstar Rental Electronics, Inc., a Canadian corporation     ER International, Inc., a Delaware corporation     Electro Rent Asia, Inc., a California corporation     Electro Rent (Tianjin) Rental Co., Ltd., a Chinese wholly foreign-owned enterprise     Electro Rent Europe NV, a Belgium corporation23

    
    Consent of Deloitte & Touche LLP, the Companys independent registered public accounting
firm (13)31.1

    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (13)31.2

    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (13)32.1

    
    Section 1350 Certification by Principal Executive Officer (13)32.2

    
    Section 1350 Certification by Chief Financial Officer (13)
 
 (1)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 1995.(2)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 1996.(3)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 1997.(4)
    
    Incorporated by reference from Registrants Registration Statement on Form S-8 filed
December 5, 1996 (Registration No. 333-17295).(5)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 1998.(6)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 2001.(7)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 2002.(8)
    
    Incorporated by reference from Registrants Annual Report on Form 10-K for the fiscal year
ended May 31, 2003.(9)
    
    Incorporated by reference from Registrants Proxy Statement on Form DEF 14A filed December
2, 2003.(10)
    
    Incorporated by reference from Registrants Current Report on Form 8-K filed November 1,
2005.(11)
    
    Incorporated by reference from Registrants Registration Statement on Form S-8 filed
December 20, 2005 (File No. 333-130487).(12)
    
    Incorporated by reference from Registrants Current Report on Form 8-K filed July 21, 2009.(13)
    
    Filed herewith. Schedule of Financial Statements Required by Regulation S-X, which is excluded from the
2009 Annual Report by Rule 14a-3(b) (1)
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SIGNATURES
  Electro Rent CorporationDated:  August 12, 2009.
    By
    /s/ Daniel GreenbergDaniel GreenbergChief Executive Officer and Director  SIGNATURE
    
    TITLE
    
    DATE/s/ Daniel Greenberg

Daniel Greenberg
    
    Chairman of the Board and
Chief Executive Officer
    
    August 12, 2009/s/ Craig R. Jones

Craig R. Jones
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    August 12, 2009/s/ Gerald D. Barrone

Gerald D. Barrone
    
    Director
    
    August 12, 2009/s/ Nancy Y. Bekavac

Nancy Y. Bekavac
    
    Director
    
    August 12, 2009/s/ Karen J. Curtin

Karen J. Curtin
    
    Director
    
    August 12, 2009/s/ Joseph J. Kearns

Joseph J. Kearns
    
    Director
    
    August 12, 2009/s/ James S. Pignatelli

James S. Pignatelli
    
    Director
    
    August 12, 2009/s/ Suzan K. DelBene

Suzan K. DelBene
    
    Director
    
    August 12, 2009