**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

** **

**Amendment No. 1**

 

**x****  Annualreport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 for the fiscal year ended****December 31, 2009**

 

**OR**

 

**o****   Transitionreport under Section 13 or 15(d) of the Securities Exchange Act of1934 for the transition period from                     to                     .**

 

**Commission file number  0-8707**

 

 

**NATURE’S SUNSHINE PRODUCTS, INC.**

(Exact name of Registrant as specified in its charter)

 

| **Utah**                         | ** ** | **87-0327982**       |
|----------------------------------|------------|----------------------|
| (State  or other jurisdiction of |       | (IRS  Employer       |
| incorporation  or organization)  |       | Identification  No.) |

 

**75 East 1700 South**

**Provo, Utah 84606**

(Address of principal executive offices and zip code)

 

**(801) 342-4300**

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

**None**

 

Securities registered pursuant to Section 12(g) of the Act:

**Common Stock, no par value.**

 

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Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes o No x.

 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes o No x.

 

Indicate by check mark whether the registrant has (1) filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes x No o.

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large  accelerated filer o                                               |   | Accelerated  filer x         |
|--------------------------------------------------------------------------|--------|------------------------------|
|                                                                     |   |                         |
| Non-accelerated  filer   (Do not check if a smaller reporting company) o |   | Smaller  reporting company o |

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act). Yes o No x.

 

The aggregate market value of the voting stock held by non-affiliatesof the registrant on June 30, 2009 was approximately $36,116,631 based onthe closing price of $5.25 as quoted by Nasdaq Capital Market on June 30,2009.

 

The number of shares of Common Stock, no par value, outstanding on March5, 2009 is 15,510,159 shares.

 

**EXPLANATORY NOTES**

 

The Company is filing this Amendment No. 1 to our Annual Report onForm 10-K for the fiscal year ended December 31, 2009 (the “AnnualReport”) in response to comments received from the staff of the Securities andExchange Commission (the “Commission”) regarding Item 9A, “Controls andProcedures” (“Item 9A”), of the Annual Report. Item 9A of the Annual Report should be amended and replaced with therevised Item 9A contained herein.

 

For purposes of this Form 10-K/A and, in accordance with Rule 12b-15of the Securities Exchange Act of 1934, as amended, we are including certain currentlydated certifications. The remainder of the Annual Report on Form 10-Kfiled with the Commission on March 16, 2010 remains unchanged and this Form 10-K/Ashould be read in conjunction with the Form 10-K as originally filed.

 

No other changes have been made to the Annual Report filed March 16,2010. This amendment does not reflect subsequent events occurring after thefiling date of the original Annual Report or, unless otherwise noted herein,modify or update any disclosures made in the originally-filed Annual Report.

 

 

 

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**PART II**

 

**Item 9A. Controls and Procedures**

 

This report includes the certifications of ourChief Executive Officer and Chief Financial Officer required by Rule 13a-14of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1and 31.2. This Item 9A includes information concerning the controls and controlevaluations referred to in those certifications.

 

**Overview**

 

Managementis responsible for establishing and maintaining adequate internal control overfinancial reporting for the Company.

 

Managementidentified certain material weaknesses which are described in our Annual Reporton Form 10-K/A for the year ended December 31, 2008. During 2009 andthrough the date of this filing, management has been focused on remediatingthese material weaknesses. This overview discusses management’s evaluation ofour disclosure controls and procedures as of December 31, 2009. Inaddition, this item provides a summary of the status of each of the previouslyidentified material weaknesses, followed by a discussion of management’sevaluation of disclosure controls and procedures, and management’s efforts toremediate the material weaknesses, as set forth in the table below.

 

Duringthe year ended December 31, 2009, the Company completed the remediationrelated to the financial reporting process and information technology materialweaknesses. As shown below, the accounting for taxes material weakness reportedas of December 31, 2008 remains a material weakness as of December 31,2009, for which remediation efforts are in process.

 
| **Material Weakness Reported**        | ** ** | **Status as of**      | ** ** | **Status as of the Date** |
|-------------------------------------------------|------------|---------------------------------|------------|-----------------------------------------------|
| **as of December 31, 2008** | ** ** | **December 31, 2009** | ** ** | **of this Filing**                  |
| 1.  Accounting for Taxes                        |       | Remediation  in process         |       | Remediation  in process                       |
| 2.  Financial Reporting Process                 |       | Remediated                      |       | Remediated                                    |
| 3.  Information Technology:                     |       |                            |       |                                          |
| Access Control                                  |       | Remediated                      |       | Remediated                                    |
| Change Management                               |       | Remediated                      |       | Remediated                                    |
| Spreadsheets                                    |       | Remediated                      |       | Remediated                                    |

 

**Evaluation of Disclosure Controls and Procedures**

 

Disclosurecontrols and procedures (as defined in Rule 13a-15(e) under theExchange Act) are designed to ensure that information required to be disclosedin reports filed or submitted under the Exchange Act is recorded, processed,summarized, and reported within the time periods specified in rules andforms adopted by the SEC, and that such information is accumulated andcommunicated to management, including the Chief Executive Officer and the ChiefFinancial Officer, to allow timely decisions regarding required disclosures.

 

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Inconnection with the preparation of its annual report as of December 31,2009, the Company’s management, under the supervision and with theparticipation of the Chief Executive Officer and Chief Financial Officer,evaluated the effectiveness of the design and operation of our disclosurecontrols and procedures as of December 31, 2009. Based on that evaluation,our Chief Executive Officer and Chief Financial Officer have concluded that ourdisclosure controls and procedures were not effective as of December 31,2009, as a result of the existence of a material weakness in our internalcontrol over financial reporting related to accounting for taxes.

 

SinceDecember 31, 2008, we have made significant progress in improving ourdisclosure controls and procedures. We have taken, and are taking, the actionsdescribed below under “Remediation Actions Relating to Remaining MaterialWeaknesses” to remediate the remaining material weaknesses in our internalcontrol over financial reporting that existed at that date.

 

Wecontinue to strive to improve our processes to enable us to provide completeand accurate public disclosure. Management believes that we will not be able toconclude that our disclosure controls and procedures are effective until thematerial weaknesses have been fully remediated.

 

Toaddress the material weaknesses reported in our 2008 Form 10-K/A,management performed additional analyses and other post-closing proceduresdesigned to ensure that our consolidated interim financial statements wereprepared in accordance with U.S. GAAP. These procedures included documentationand testing of processes, data validation procedures from the systems into thegeneral ledger, testing of systems, validation of results, disclosure review,and other analytics. As a result, management believes that the consolidatedfinancial statements included in this report fairly present, in all materialrespects, our financial position, results of operations and cash flows as ofthe dates, and for the periods presented.

 

**Evaluationof Internal Control over Financial Reporting**

 

Management,with the participation of our Chief Executive Officer and Chief FinancialOfficer, has conducted an evaluation of the effectiveness of our internalcontrol over financial reporting based on the framework set forth in “InternalControl—Integrated Framework” issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on management’s assessmentunder this framework, management has concluded that our internal control overfinancial reporting was not effective as of December 31, 2009, as a resultof the existence of a material weakness in our internal control over financialreporting related to accounting for taxes. The effectiveness of our internal control over financial reporting as ofDecember 31, 2009 has been audited by Deloitte & Touche LLP, anindependent registered public accounting firm, as stated in their report whichis included herein.

 

**Changes in Internal Control over Financial Reporting**

 

**Overview**

 

Management,with the participation of our Chief Executive Officer and Chief FinancialOfficer, has assessed whether any changes in our internal control overfinancial reporting that occurred during the period from January 1, 2009through December 31, 2009 have materially affected, or are reasonablylikely to materially affect, our internal control over financialreporting.  Significant changes wereimplemented and tested during the period from January 1, 2009 throughDecember 31, 2009 to continue the remediation of our material weaknessesin internal control over financial reporting. Management believes the measuresthat we have implemented during 2009 to remediate the material weaknesses ininternal control over financial reporting have had a favorable impact on ourinternal control over financial reporting since December 31, 2008. Changesin our internal control over financial reporting from January 1, 2009through December 31, 2009 that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting aredescribed below.

 

**Remediation Actions Relating to Remaining Material Weaknesses**

 

Thediscussion below describes the actions that management took during 2009 and iscurrently in the process of taking in 2010 to remediate our remaining materialweaknesses in internal control over financial reporting.

 

*Accounting for Taxes*

 

Descriptionof Material Weakness as of December 31, 2008

 

TheCompany’s processes, procedures and controls related to the preparation andreview of the annual tax provision and the accrual of other non-income taxcontingencies were not effective to ensure that amounts related to the taxprovision, related current or deferred income tax asset and liability accounts,and non-income tax contingencies were accurate, recorded in the proper period,and determined in accordance with U.S. GAAP. Specifically, we did not(i) analyze and reconcile certain deferred income and tax payable 

 

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accounts,(ii) appropriately consider the need to record or disclose contingenciesfor certain income tax positions in accordance with U.S. GAAP, and(iii) file tax returns in certain foreign jurisdictions. Additionally, wehad insufficient personnel with appropriate qualifications and training inaccounting for taxes.

 

Descriptionof 2009 Remediation Actions

 

Inlate 2008, we hired an Executive Director of Corporate Tax and during 2009, wehave utilized outsourced service providers for tax consulting services toassist in our accounting for income taxes and the recording of non-income taxcontingencies. In October 2009, the Company engaged tax consultants withspecific expertise related to the remediation of accounting for taxes to assistthe Company in completing the remediation of its material weakness in thisarea. We continue to evaluate our tax process and tax resource requirements. Wecontinue to work towards the completion of delinquent foreign statutory filingsidentified during the prior years as result of management’s analysis, as wellas refining our process to help ensure timely completion of future filings. Inaddition, in 2008 our management performed an analysis with the assistance ofoutside consultants to assess, estimate, and record the exposure related to ouruncertain tax positions and non-income tax contingencies in accordance withU.S. GAAP. During 2009 we continued to monitor and assess the uncertain taxpositions and non-income tax contingencies and are now evaluating andimplementing plans to reduce these contingencies. We continue to evaluate theadequacy of our tax resources. This material weakness still exists, and theCompany is in the process of remediating this material weakness.

 

*Financial Reporting Process*

 

Descriptionof Material Weakness as of December 31, 2008

 

TheCompany did not maintain an effective financial reporting process to preparefinancial statements in accordance with U.S. GAAP. Specifically, our processlacked timely and complete financial statement reviews, appropriate accountclosing procedures, and appropriate reconciliation processes. Further, we wereunable to complete regulatory filings as required by the rules of the SEC.

 

Descriptionof 2009 Remediation Actions

 

During2008, we redesigned and implemented improved procedures and controls related toour monthly and quarterly close processes including account reconciliations,enhancement of the formal monthly close and reporting checklists, varianceanalysis of financial statement fluctuations, and budget to actual reviews. Asa result of the remediation efforts, the Company has completed its regulatoryfilings during 2009 as required by the rules of the SEC. Our remediationefforts during the second and third quarters of 2009 included the enhancementand testing of the processes and controls instituted in the prior year. Webelieve that these remediation efforts have improved our financial reportingprocess and that the material weakness was effectively remediated at September 30,2009.

 

*Information Technology Systems*

 

Descriptionof Material Weakness as of December 31, 2008

 

TheCompany did not maintain effective internal control over financial reportingrelated to certain information technology applications and general computercontrols that are considered to have an impact on financial reporting and thatresulted in a more than reasonable possibility that material misstatements inour financial statements would not be prevented or detected.

 

Specifically,we lacked effective controls in the following areas:

 

·                  *AccessControl*— The Company did not maintain effectively designedcontrols to prevent unauthorized access to certain programs and data, andprovide for periodic review and monitoring of access including reviews ofsecurity logs and analysis of segregation of duties conflicts.

 

·                  *ChangeManagement*— The Company did not maintain effectively designedcontrols to ensure that all information technology program and data changeswere authorized, developer access to the production environment was limited,and that all program and data changes were adequately tested for accuracy andappropriate implementation.

 

·                  *Spreadsheets*— The Company did not maintain effectively designed controls to ensurethat critical spreadsheets were identified, access to these spreadsheets wasrestricted to appropriate personnel, changes to data or formulas wereauthorized and appropriate, or that the spreadsheets were adequately reviewedby someone other than the preparer.

 

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Descriptionof 2009 Remediation Actions

 

*Access Control*— During 2008, managementperformed a broad and detailed analysis of user access to the applications wehave determined to have a material impact on our financial reporting for ourdomestic locations and implemented formal training of managers and others whogrant and approve access to these data programs, as well as providing managersand employees with better data program descriptions and other tools to assistin their understanding if the access of their subordinates violates segregationof duties or access controls. In addition, detailed quarterly security reviewshave been instituted. During 2009, the Company continued to refine theprocesses and procedures put in place. During 2009, the Company also purchasedand implemented a software package to automate the monitoring of user accesscontrols and segregation of duties which has greatly enhanced the Company’sability to identify and/or prevent access and segregation of duty issues fromarising. We believe that these remediation efforts have improved our useraccess controls and that the material weakness was effectively remediated atDecember 31, 2009.

 

*Change Management —*During 2008, managementcontinued implementation of enhanced procedures to control changes to theproduction environment, the retention of adequate documentation, as well asredesigning job descriptions, assigned roles, and segregation of duties withinthe change control process of certain of the Company’s application systems.During 2009, the Company is continuing to refine the processes and proceduresput in place. In addition, the Company has implemented additional measures toensure that adequate documentation is retained. During 2009, the Company alsopurchased and implemented a software package to assist in the monitoring ofchange management of the Company’s critical application systems, which hasgreatly enhanced the Company’s ability to prevent unauthorized changes, as wellas identify where additional documentation is required. The Company iscurrently implementing this software package at its subsidiary SynergyWorldwide. Additionally, limiting developer access to production systems hasbeen addressed. We believe that these remediation efforts have improved ourchange management controls and that the material weakness was effectivelyremediated at December 31, 2009.

 

*Spreadsheets*— During 2008, managementdesigned and implemented procedures to inventory, assess the risk of, and rankour critical financial reporting spreadsheets that have a material impact onour financial reporting, including the implementation of enhanced reviewprocedures. During 2009, management continued to perform detailed testing atlocations that have a material impact on our financial reporting aroundsecurity and change management for spreadsheets. Management has furtherenhanced the design of our controls over spreadsheets by establishingprocedures for benchmarking critical spreadsheets to ensure that formulas areappropriate and protected, and that the logic and design of the spreadsheets isappropriate and consistent. During the third quarter of 2009, managementimplemented a software application package that allows the Company to audit andtrack changes to its critical spreadsheets. The Company has completed theaudits on its critical spreadsheets. Management continues the process ofimplementing an application package that will facilitate a worldwideconsolidation and reduce our reliance on spreadsheets. In addition, ourinformation technology management has selected an application to provide for aworld-wide standardization of the general ledger system, which has beendeployed in several markets. Management has developed a timeline for completingthe implementation of this application globally. We believe that theseremediation efforts have improved our controls around our critical spreadsheetsand that the material weakness was effectively remediated at December 31,2009.

 

Webelieve that these remediation efforts have improved our information technologysystems and that the material weaknesses related to access control, changemanagement, and spreadsheets has been effectively remediated atDecember 31, 2009.

 

**Conclusion**

 

Webelieve weaknesses other than accounting for taxes have been remediated andthat the process is in place to facilitate the remediation of the one remainingmaterial weakness. We believe the measures described above will facilitateremediation of the material weakness related to accounting for taxes and willcontinue to strengthen our internal control over financial reporting. We arecommitted to continually improving our internal control processes and willdiligently and vigorously review our financial reporting controls andprocedures. As we continue to evaluate and work to improve our internal controlover financial reporting, we may determine that additional measures arenecessary to address control deficiencies. Moreover, we may decide to modify,or in appropriate circumstances not to complete, certain of the remediationmeasures described above.

 

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Tothe Board of Directors and Shareholders of

Nature’sSunshine Products, Inc.:

 

Wehave audited Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”)internal control over financial reporting as of December 31, 2009, basedon criteria established in *Internal Control— Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission. The Company’s management isresponsible for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financialreporting, included in the accompanying Management’s Report on Internal Controlover Financial Reporting. Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness ofinternal control based on that risk, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

 

Acompany’s internal control over financial reporting is a process designed by,or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected bythe company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assetsof the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

 

Becauseof the inherent limitations of internal control over financial reporting,including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented ordetected on a timely basis. Also, projections of any evaluation ofeffectiveness of the internal control over financial reporting to futureperiods are subject to the risk that the controls may become inadequate becauseof changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

 

Amaterial weakness is a deficiency, or combination of deficiencies, in internalcontrol over financial reporting, such that there is a reasonable possibilitythat a material misstatement of the Company’s annual or interim financialstatements will not be prevented or detected on a timely basis. The followingmaterial weakness has been identified and included in management’s assessment:

 
| · | *Accounting for Taxes* — The Company’s  processes, procedures and controls related to the preparation and review of  the annual tax provision and the accrual of other non-income tax contingencies  were not effective to ensure that amounts related to the tax provision,  related current or deferred income tax asset and liability accounts, and  non-income tax contingencies were accurate, recorded in the proper period,  and determined in accordance with generally accepted accounting principles.  Specifically, the Company did not (i) analyze and reconcile certain  deferred income and tax payable accounts, (ii) appropriately consider  the need to record or disclose contingencies for certain income tax and non  income tax positions in accordance with generally accepted accounting  principles*,* and (iii) file  tax returns in certain foreign jurisdictions. Additionally, the Company had  insufficient qualifications and training in accounting for taxes. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Thismaterial weakness was considered in determining the nature, timing, and extentof audit tests applied in our audit of the consolidated financial statementsand financial statement schedule as of and for the year ended December 31,2009, of the Company and this report does not affect our report on suchfinancial statements and financial statement schedule.

 

Inour opinion, because of the effect of the material weakness identified above onthe achievement of the objectives of the control criteria, the Company has notmaintained effective internal control over financial reporting as of December 31,2009, based on the criteria established in *InternalControl — Integrated Framework*issued by the Committee of SponsoringOrganizations of the Treadway Commission.

 

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Wehave also audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated financialstatements and financial statement schedule as of and for the year ended December 31,2009, of the Company and our report dated March 16, 2010, expressed anunqualified opinion on those financial statements and financial statementschedule.

 

/s/Deloitte & Touche LLP

 

SaltLake City, Utah

March 16,2010

 

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**PART IV**

 

**Item 15. Exhibits, FinancialStatement Schedules.**

 
| **Item No.** | ** ** | **Exhibit**                                                                                                                                                                     |
|-------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 23.1              |       | Consent  of Independent Registered Public Accounting Firm.                                                                                                                      |
| 31.1              |       | Certification  of President and Chief Executive Officer pursuant to  Rule 13a-14(a) under the Securities Exchange Act of 1934, as  amended.                           |
| 31.2              |       | Certification  of Executive Vice President, Chief Financial Officer and Treasurer pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934, as  amended. |

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) ofthe Exchange Act, the registrant has caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                        | **Nature’s Sunshine Products, Inc.** |
|-----------------------------|------------------------------------------------|
|                        |                                           |   |
|                        |                                           |   |
| Date: November 9, 2010 | By:                                            | /s/ Michael D. Dean |
|                        |                                           | Michael D. Dean |
|                        |                                           | President and Chief Executive Officer |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.

 
| **Signature** | ** **          | **Title** | ** **                                                       | **Date** |
|---------------|---------------------|-----------|------------------------------------------------------------------|----------|
|          |                |      |                                                             |     |   |
| /s/           | Kristine  F. Hughes |      | Chair  of the Board and Director                                 |     | November 9, 2010 |
|          | Kristine  F. Hughes |      |                                                             |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Michael  D. Dean    |      | President,  Chief Executive Officer and Director                 |     | November 9, 2010 |
|          | Michael  D. Dean    |      |                                                             |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Stephen  M. Bunker  |      | Executive  Vice President,                                       |     | November 9, 2010 |
|          | Stephen  M. Bunker  |      | Chief  Financial Officer and Treasurer, Chief Accounting Officer |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Willem  Mesdag      |      | Director                                                         |     | November 9, 2010 |
|          | Willem  Mesdag      |      |                                                             |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Jeffrey  D. Watkins |      | Director                                                         |     | November 9, 2010 |
|          | Jeffrey  D. Watkins |      |                                                             |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Albert  R. Dowden   |      | Director                                                         |     | November 9, 2010 |
|          | Albert  R. Dowden   |      |                                                             |     |   |
|          |                |      |                                                             |     |   |
| /s/           | Robert  B. Mercer   |      | Director                                                         |     | November 9, 2010 |
|          | Robert  B. Mercer   |      |                                                             |     |   |

 

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