UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 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 1-13638
 MARVEL ENTERTAINMENT, INC.
  Delaware
    
    13-3711775(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)417 Fifth Avenue, New York, NY
    
    10016(Address of principal executive offices)
    
    (Zip Code)
 (212)-576-4000
  Name of each exchange on whichTitle of each class
    
    registeredCommon Stock, par value $.01 per share
    
    New York Stock ExchangePreferred Share Purchase Rights
    
    New York Stock Exchange
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-Accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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   DOCUMENTS INCORPORATED BY REFERENCE




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Explanatory Note
   PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  EXHIBIT INDEX
 Exhibit No.3
    (i)
    
    Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3(i) of the
Companys Current Report on Form 8-K dated February 23, 2006 and filed with the Securities and
Exchange Commission on March 1, 2006.)3
    (ii)
    
    Amended and Restated Bylaws, as amended through the date hereof. (Incorporated by reference to
Exhibit 3(ii) of the Companys Current Report on Form 8-K dated October 23, 2008 and filed with
the Securities and Exchange Commission on October 29, 2008.)4.1
    
    
    Article V of the Restated Certificate of Incorporation (see Exhibit 3(i), above), defining the
rights of holders of Common Stock.4.2
    
    
    Rights Agreement, dated as of August 22, 2000, between the Company and American Stock Transfer &
Trust Company as Rights Agent, defining the rights of holders of Preferred Share Purchase Rights.
(Incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K dated August
22, 2000 and filed with the Securities and Exchange Commission on September 12, 2000.)4.3
    
    
    Amendment to Rights Agreement, dated as of November 30, 2001, by and between the Company and
American Stock Transfer & Trust Company as Rights Agent. (Incorporated by reference to Exhibit
10.9 of the Companys Current Report on Form 8-K dated and filed with the Securities and Exchange
Commission on December 4, 2001.)




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Exhibit No.4.4
    
    
    Amendment No. 2 to Rights Agreement, dated as of October 7, 2002, by and between the Company and
American Stock Transfer & Trust Company as Rights Agent. (Incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K dated October 4, 2002 and filed with the
Securities and Exchange Commission on October 7, 2002.)10.1
    
    
    1998 Stock Incentive Plan, as amended. (Incorporated by reference to Exhibit 10.1 of the
Companys Annual Report on Form 10-K for the year ended December 31, 2006.)*10.2
    
    
    2005 Stock Incentive Plan, as amended. (Previously filed on February 27, 2009 as an exhibit to our
original Annual Report on Form 10-K.)*10.3
    
    
    Form of Stock Option Agreement under the 2005 Stock Incentive Plan. (Incorporated by reference to
Exhibit 10.2 of the Companys Current Report on Form 8-K dated and filed with the Securities and
Exchange Commission on May 4, 2005.)*10.4
    
    
    Form of Restricted Stock Agreement under the 2005 Stock Incentive Plan. (Incorporated by reference
to Exhibit 10.3 of the Companys Current Report on Form 8-K dated and filed with the Securities
and Exchange Commission on May 4, 2005.)*10.5
    
    
    Form of Performance-Based Restricted Stock Agreement under the 2005 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K dated and
filed with the Securities and Exchange Commission on May 4, 2005.)*10.6
    
    
    Form of Performance-Based Phantom Stock Agreement under the Companys 2005 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005 and filed with the Securities
and Exchange Commission on  November
9, 2005.)*10.7
    
    
    2005 Cash Incentive Compensation Plan, as amended. (Previously filed on February 27, 2009 as an
exhibit to our original Annual Report on Form 10-K.)*10.8
    
    
    Form of Performance-Based Award Letter under the Companys 2005 Cash Incentive Plan. (Incorporated
by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 and filed with the Securities and Exchange Commission on November 9, 2005.)*10.9
    
    
    Nonqualified Stock Option Agreement, dated as of November 30, 2001, by and between the Company and
Isaac Perlmutter. (Incorporated by reference to Exhibit 10.7 to the Companys Current Report on
Form 8-K dated and filed with the Securities and Exchange Commission on December 4, 2001.)*10.10
    
    
    Registration Rights Agreement, dated as of October 1, 1998, by and among the Company, Dickstein &
Co., L.P., Dickstein Focus Fund L.P., Dickstein International Limited, Elyssa Dickstein,
Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D 12/27/88, Mark Dickstein, Grantor, Mark
Dickstein and Elyssa Dickstein, as Trustees of the Mark and Elyssa Dickstein Foundation,
Elyssa Dickstein, Object Trading Corp., Whippoorwill/Marvel Obligations Trust  1997, and
Whippoorwill Associates, Incorporated. (Incorporated by reference to Exhibit 99.5 to the
Companys Current Report on Form 8-K/A dated and filed with the Securities and Exchange Commission
on October 16, 1998.)*10.11
    
    
    Registration Rights Agreement, dated as of December 8, 1998, by and among the Company, Marvel
Entertainment Group, Inc., Avi Arad, Isaac Perlmutter, Isaac Perlmutter T.A., The Laura & Isaac
Perlmutter Foundation Inc., and Zib Inc. (Incorporated by reference to Exhibit 10.4 of the
Companys Annual Report on Form 10-K for the year ended December 31, 1998.)*10.12
    
    
    Warrant Shares Registration Right Agreement, dated as of November 30, 2001, by and between the
Company and Isaac Perlmutter. (Incorporated by reference to Exhibit 10.5 to the Companys Current
Report on Form 8-K dated and filed with the Securities and Exchange Commission on December 4,
2001.)*




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Exhibit No.10.13
    
    
    Agreement of Sublease dated as of August 5, 2004, by and between CIBC World Markets Corp. and the
Company. (Incorporated by reference to Exhibit 10.16 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 and filed with the Securities and Exchange Commission
on March 9, 2005.)10.14
    
    
    Amendment to Agreement of Sublease dated as of February 17, 2005, by and between CIBC World
Markets Corp. and the Company. (Incorporated by reference to Exhibit 10.17 of the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and filed with the
Securities and Exchange Commission on March 9, 2005.)10.15
    
    
    Lease Agreement, dated as of February 15, 2005, by and between 417 Fifth Avenue LLC and the Company
(Incorporated by reference to Exhibit 10.18 of the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 and filed with the Securities and Exchange Commission on March
9, 2005.)10.16
    
    
    Lease, dated as of September 22, 2008, between MVL Productions LLC, as tenant, and CRP MB Studios,
L.L.C., as landlord. (Incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008.)10.17
    
    
    Credit Agreement, dated as of November 9, 2005 among Marvel Entertainment, Inc. and HSBC Bank USA,
National Association. (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005 and filed with the Securities and
Exchange Commission on November 9, 2005.)10.18
    
    
    Amendment No. 1 and Reaffirmation Agreement dated as of January 18, 2006 to Credit Agreement dated
as of November 9, 2005, among the Company and HSBC Bank USA, National Association. (Incorporated
by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and filed with the Securities and Exchange Commission on August 8, 2006.)10.19
    
    
    Amendment No. 2 and Reaffirmation Agreement dated as of June 28, 2006 to Credit Agreement dated as
of November 9, 2005, among the Company and HSBC Bank USA, National Association. (Incorporated by
reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and filed with the Securities and Exchange Commission on August 8, 2006.)10.20
    
    
    Amendment No. 3 and Reaffirmation Agreement dated as of June 30, 2006 to Credit Agreement dated as
of November 9, 2005, among the Company and HSBC Bank USA, National Association. (Incorporated by
reference to Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and filed with the Securities and Exchange Commission on August 8, 2006.)10.21
    
    
    Amendment No. 4 and Reaffirmation Agreement dated as of May 7, 2007 to Credit Agreement dated as
of November 9, 2005, between Marvel Entertainment, Inc. and HSBC Bank USA, National Association.
(Incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007 and filed with the Securities and Exchange Commission on May 9,
2007.)10.22
    
    
    Amendment No. 5 and Reaffirmation Agreement dated as of August 21, 2007 by and among the
Registrant, Marvel Characters, Inc. and HSBC Bank USA, National Association. (Incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K dated August 21, 2007 and
filed with the Securities and Exchange Commission on August 27, 2007.)10.23
    
    
    Pledge and Security Agreement, dated as of November 9, 2005, by Marvel Entertainment, Inc. and
Marvel Characters, Inc. in favor of HSBC Bank USA, National Association. (Incorporated by
reference to Exhibit 10.6 of the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 and filed with the Securities and Exchange Commission on November 9, 2005.)




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Exhibit No.10.24
    
    
    Guaranty, dated as of November 9, 2005 by Marvel Characters, Inc. in favor of and for the benefit
of HSBC Bank USA, National Association. (Incorporated by reference to Exhibit 10.7 of the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and filed with
the Securities and Exchange Commission on November 9, 2005.)10.25
    
    
    Credit and Security Agreement, dated as of August 31, 2005, by and among MVL Film Finance LLC, as
Borrower, the Financial Institutions and Conduit Lenders identified therein, as Lenders, HSBC Bank
USA, National Association, as the Collateral Agent and General Electric Capital Corporation, as
Administrative Agent. (Incorporated by reference to Exhibit 10.1 of the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission on September 6, 2005.)10.26
    
    
    Insurance and Indemnity Agreement, dated as of August 31, 2005, by and between the Company, MVL
Film Finance LLC, MVL Productions LLC, MVL Rights LLC, Marvel Studios, Inc., the Collateral Agent
and Ambac Assurance Corporation. (Incorporated by reference to Exhibit 10.2 of the Companys
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6,
2005.)10.27
    
    
    Amendment No. 1 dated as of September 29, 2006 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, Marvel Studios, Inc., Marvel Characters, Inc., MVL Rights LLC,
Ambac Assurance Corporation and HSBC Bank USA, National Association. (Incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K dated September 29, 2006 and filed with
the Securities and Exchange Commission on October 5, 2006.)10.28
    
    
    Amendment No. 2 dated as of February 21, 2007 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, Marvel Studios, Inc., Marvel Characters, Inc., MVL Rights LLC,
Ambac Assurance Corporation and HSBC Bank USA, National Association. (Incorporated by reference
to Exhibit 10.26 of the Companys Annual Report on Form 10-K for the year ended December 31,
2006.)10.29
    
    
    Amendment No. 3 to Transaction Documents dated as of April 13, 2007 by and among HSBC Bank USA,
National Association, in its capacity as Collateral Agent, Ambac Assurance Corporation, in its
capacity as Control Party, MVL Productions LLC, Marvel Studios, Inc. and MVL Film Finance LLC.
(Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K dated April
16, 2007 and filed with the Securities and Exchange Commission on April 19, 2007.)10.30
    
    
    Amendment No. 4 dated as of January 15, 2008 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, Marvel Studios, Inc. and Ambac Assurance Corporation, in its
capacity as Control Party. (Incorporated by reference to Exhibit 10.30 of the Companys Annual
Report on Form 10-K for the year ended December 31, 2007.)10.31
    
    
    Amendment No. 5 dated as of May 30, 2008 to Transaction Documents by and among MVL Film Finance
LLC, MVL Productions LLC, Marvel Studios, Inc. and Ambac Assurance Corporation, in its capacity as
Control Party. (Incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2008.)10.32
    
    
    Amendment No. 6 dated as of September 17, 2008 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, Marvel Studios, Inc. , Marvel Entertainment, Inc , Ambac
Assurance Corporation, in its capacity as Control Party and HSBC Bank USA, National Association,
in its capacities as Collateral Agent and Collection Account Bank. (Incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K dated September 25, 2008 and filed with
the Securities and Exchange Commission on September 29, 2008.)10.33
    
    
    Amendment No. 7 dated as of December 5, 2008 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, Marvel Studios, Inc. and Ambac Assurance Corporation, in its
capacity as Control Party. (Previously filed on February 27, 2009 as an exhibit to our original
Annual Report on Form 10-K.)




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Exhibit No.10.34
    
    
    Amendment No. 8 dated as of February 17, 2009 to Transaction Documents by and among MVL Film
Finance LLC, MVL Productions LLC, the Company, Marvel Studios, Inc., HSBC Bank USA, N.A., in its
capacities as Collateral Agent and Collection Account Bank, and Ambac Assurance Corporation, in
its capacity as Control Party. (Previously filed on February 27, 2009 as an exhibit to our
original Annual Report on Form 10-K.)10.35
    
    
    Master Development and Distribution Agreement, dated as of August 31, 2005, by and among MVL Film
Finance LLC, MVL Productions LLC and Marvel Studios, Inc. (Incorporated by reference to Exhibit
10.3 of the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission
on September 6, 2005.)10.36
    
    
    Assignment Agreement, dated as of August 31, 2005, by and between Marvel Characters, Inc. and MVL
Rights LLC. (Incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on September 6, 2005.)10.37
    
    
    Exclusive Cross License Agreement, dated as of August 31, 2005, by and between MVL Rights LLC and
MVL Film Finance LLC. (Incorporated by reference to Exhibit 10.5 of the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission on September 6, 2005.)10.38
    
    
    Hulk Exclusive Cross License Agreement dated as of September 29, 2006 by and between MVL Rights
LLC and MVL Film Finance LLC. (Incorporated by reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K dated September 29, 2006 and filed with the Securities and Exchange Commission
on October 5, 2006.)10.39
    
    
    Iron Man Exclusive Cross License Agreement dated as of September 29, 2006 by and between MVL
Rights LLC and MVL Film Finance LLC. (Incorporated by reference to Exhibit 10.3 of the Companys
Current Report on Form 8-K dated September 29, 2006 and filed with the Securities and Exchange
Commission on October 5, 2006.)10.40
    
    
    Exclusive License Agreement, dated as of August 31, 2005, by and between MVL Rights LLC and Marvel
Characters, Inc. (Incorporated by reference to Exhibit 10.6 of the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on September 6, 2005.)10.41
    
    
    Letter Agreement, dated as of August 31, 2005, by Marvel and agreed and acknowledged by Marvel
Studios, Inc., MVL Rights LLC, MVL Productions LLC and Marvel Characters, Inc. (Incorporated by
reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 6, 2005.)10.42
    
    
    Assignment Agreement dated as of August 30, 2005, by and between Marvel, Marvel Entertainment
Group, Inc. and Marvel Characters, Inc. (Incorporated by reference to Exhibit 10.8 of the
Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 6, 2005.)10.43
    
    
    License Agreement dated January 6, 2006 by and between Marvel Characters, Inc. and Spider-Man
Merchandising L.P. on the one hand and Hasbro, Inc. on the other. (Incorporated by reference to
Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
and filed with the Securities and Exchange Commission on May 8, 2006.) #10.44
    
    
    Amendment dated as of February 8, 2006 to License Agreement dated January 6, 2006 by and between
Marvel Characters, Inc. and Spider-Man Merchandising L.P. on the one hand, and Hasbro, Inc. on the
other. (Incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006 and filed with the Securities and Exchange Commission on May
8, 2006.) #10.45
    
    
    Employment Agreement, dated as of November 30, 1998, between the Company and Stan Lee.
(Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002.)*




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Exhibit No.10.46
    
    
    Employment Agreement dated May 31, 2007 between the Company and Alan Fine. (Incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007.)*10.47
    
    
    Amendment No. 1, dated as of August 6, 2007, to Employment Agreement between the Company and Alan
Fine. (Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007.)*10.48
    
    
    Amendment No. 2, dated March 19, 2008, to Employment Agreement between the Company and Alan Fine.
(Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March
19, 2008 and filed with the Securities and Exchange Commission on March 25, 2008.)*10.49
    
    
    Amended and Restated Employment Agreement, dated March 21, 2008, by and between the Company and
John Turitzin. (Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form
8-K dated March 19, 2008 and filed with the Securities and Exchange Commission on March 25,
2008.)*10.50
    
    
    Amended and Restated Employment Agreement, dated May 2, 2008, by and between the Company and David
Maisel. (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K
dated May 2, 2008 and filed with the Securities and Exchange Commission on May 8, 2008.)*10.51
    
    
    Employment Agreement dated June 20, 2007 between the Company and Kenneth P. West. (Incorporated
by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007.)*10.52
    
    
    Employment Agreement, dated as of November 30, 2001, by and between the Company and Isaac
Perlmutter. (Incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form
8-K dated and filed with the Securities and Exchange Commission on December 4, 2001.)*10.53
    
    
    Amendment to Employment Agreement with Isaac Perlmutter dated as of May 1, 2004. (Incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004.)*10.54
    
    
    Second Amendment to Employment Agreement with Isaac Perlmutter dated as of October 15, 2004.
(Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004.)*10.55
    
    
    Third Amendment to Employment Agreement with Isaac Perlmutter dated as of May 8, 2006.
(Incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006 and filed with the Securities and Exchange Commission on May 8,
2006.)*10.56
    
    
    Share Disposition Agreement, dated as of May 20, 2007 by and between Marvel Entertainment, Inc.
and Isaac Perlmutter. (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007.)*10.57
    
    
    Share Disposition Agreement, dated as of February 13, 2008 by and between Marvel Entertainment,
Inc. and Isaac Perlmutter. (Incorporated by reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K dated February 19, 2008 and filed with the Securities and Exchange Commission
on February 25, 2008.)*10.58
    
    
    Second Amended and Restated Agency Agreement, dated as of October 1, 2004, between Marvel
Entertainment, Inc. and Diamond Comic Distributors, Inc. (Filed herewith.) #10.59
    
    
    Amendment, dated August 17, 2007, to Second Amended and Restated Agency Agreement between Marvel
Entertainment, Inc. and Diamond Comic Distributors, Inc. (Filed herewith.) #




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Exhibit No.21
    
    
    Subsidiaries of the Registrant. (Previously filed on February 27, 2009 as an exhibit to our
original Annual Report on Form 10-K.)23
    
    
    Consent of PricewaterhouseCoopers LLP. (Previously filed on February 27, 2009 as an exhibit to
our original Annual Report on Form 10-K.)24
    
    
    Power of attorney. (Previously filed on February 27, 2009 as an exhibit to our original Annual
Report on Form 10-K)31.1
    
    
    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
(Filed herewith.)31.2
    
    
    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
(Filed herewith.)32
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act. (Furnished herewith.)
 *
    
    Management contract or compensatory plan or arrangement.#
    
    Portions of this exhibit have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended. SIGNATURES
  MARVEL ENTERTAINMENT, INC.By:
    /s/ John TuritzinJohn TuritzinExecutive Vice President




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EXHIBIT INDEX
 Exhibit No.10.58
    
    
    Second Amended and Restated Agency Agreement, dated as of October 1, 2004, between
Marvel Entertainment, Inc. and Diamond Comic Distributors, Inc. (Filed herewith.) #10.59
    
    
    Amendment, dated August 17, 2007, to Second Amended and Restated Agency Agreement
between Marvel Entertainment, Inc. and Diamond Comic Distributors, Inc. (Filed
herewith.) #31.1
    
    
    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act. (Filed herewith.)31.2
    
    
    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act. (Filed herewith.)32
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act. (Furnished herewith.)
 #
    
    Portions of this exhibit have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.