Table of Contents

Table of Contents

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany balances and transactions are eliminated in consolidation.

Revenue Recognition

        Revenue from short-term contracts calling for delivery of products is recognized as the product is shipped.   Revenue and costs under certain long-term fixed price contracts with the United States Government are recognized on the units of delivery method.  This method recognizes as revenue the contract price of units of the product delivered during each period and the costs allocable to the delivered units as the cost of  earned revenue.  Costs allocable to undelivered units are reported in the balance sheet as inventory.  Amounts in excess of agreed upon contract price for customer directed changes, constructive changes,  customer delays or other causes of additional contract costs are recognized in contract value if it is probable           that a claim for such amounts will result in additional revenue and the amounts can be reasonably estimated.  Revisions in cost and profit estimates are reflected in the period in which the facts requiring the revision become known and are estimable.  Losses on contracts are recorded when identified.

Foreign Sales

        Antenna Products Corporation’s sales in international markets are primarily to foreign governments or  prime contractors to foreign governments and, as such, represent a small percentage of the overall Company  annual volume.  Phazar Antenna Corp. has sales in international markets to commercial customers.  The level of profits from the commitment of assets to this portion of the business is no greater or no less than that of other market segments.  International sales for 2010 and 2009 were 10.6% and 13.6%, respectively, of total sales.   The only foreign country with sales greater than 5% of total sales for fiscal         years ending May 31, 2010 or 2009 was Canada at 5.0% and 5.6%, respectively.    

Inventories

Inventories are valued at the lower of cost or market, with cost determined on the first-in, first-out basis.  Market is replacement cost or net realizable value.  Work in progress and finished goods include material, labor and overhead.

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and Equipment

Property and equipment are recorded at cost and depreciated by the straight-line method over the expected useful lives of the assets.  The estimated useful lives are:  building and improvement – 15 to 30 years; machinery and equipment - 10 years; automobiles and equipment - 10 years; and office furniture and fixtures - 10 years.  Expenditures for normal maintenance and repairs are charged to expense, and significant improvements are capitalized.  The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and the net amount, less proceeds from disposal, is charged or credited to income.

Impairment of Long-Lived Assets and Identifiable Intangible Assets

We periodically evaluate the carrying value of long-lived assets, including identifiable intangible assets, to be held and used for potential impairment.  The carrying value of long-lived assets to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than its carrying value.  Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved.

Use of Estimates and Assumptions

Management uses estimates and assumptions in preparing consolidated financial statements in accordance with U.S. generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were used.

 Income Taxes

The liability method is used to account for income taxes which utilizes the asset and liability method of computing deferred income taxes.  The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  The current and deferred tax provision is allocated among the members of the consolidated group on the separate income tax return basis.

Research and Development Costs

Research and development costs are charged to operations when incurred and are included in operating expenses.  The amounts charged for the years ended May 31, 2010, and 2009, were $1,051,021 and $1,093,462, respectively.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and certificates of deposit with original or remaining maturities at the time of purchase of three months or less.

Warranties

The Company provides for the estimated cost of product warranties.  Actual costs as incurred are charged directly to cost of sales and the adequacy of the liability is assessed on a quarterly basis.

Stock-based Employee Compensation

On June 1, 2006, the Company adopted the accounting standard which required companies to recognize in their statement of operations the cost of employee services received in exchange for awards of equity instruments.  The costs were based on their fair values at the time of the grant.  The company uses the

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Black-Scholes Model option pricing model to determine the fair value of stock options granted to employees.  Stock based compensation recognized in fiscal years ended 2010 and 2009 were $428,855 and $251,338, respectively.

The income tax benefit related to stock-based compensation expense was $145,810 and $87,283 for the years ended May 31, 2010 and 2009, respectively.  In accordance with the accounting standard, the Company has presented excess tax benefits from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows.

Shares, Per Share Data, Earnings Per Share, and Stock Split, and Common Stock Par Value

Earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year.  Weighted average shares outstanding were 2,300,191 and 2,358,101 for the years ended May 31, 2010, and 2009, respectively. 

Dilutive effect of stock options outstanding for the years ended May 31, 2010 and 2009, are computed as     
       follows:

Deferred Revenue

        Payments which are received in advance of the completion of the related phase of a contract are recorded as deferred revenue when received.  Revenue is recognized when earned based on cost incurred to date plus estimated profit margin in relation to the total estimated cost plus profit margin on the entire project.  Estimated losses will be recognized in their entirety when they become apparent.  Deferred revenue recorded at each of the years ended May 31, 2010 and 2009 is $207,514 and $16,884, respectively. 

Shipping and Handling Costs

        The Company includes all shipping and handling costs together with cost of sales on the accompanying statements of operations.

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

New Accounting Pronouncements

        In May, 2009, the FASB issued a new accounting standard on Subsequent Events.  The objective of this  standard is to establish general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued.  An entity should apply the requirements to  interim or annual financial periods ending after June 15, 2010.  The adoption of this statement did not have an impact on the Company’s consolidated financial statements.  Subsequent events through August 14,    2010 were evaluated for disclosure in these consolidated financial statements.

        In June, 2009, the FASB issued two new accounting standards, one on accounting for transfers of financial   assets and one that changes the way entities account for securitizations and special-purpose entities.  The effective date, for both, are balance sheets of financial institutions beginning in 2010.  The adoption of these standards did not have an impact on the Company’s consolidated financial statements

NOTE 3.   INVENTORIES

The major components of inventories are as follows:

Certain allocable overhead costs such as depreciation, insurance, property taxes and utilities are included in inventory based upon percentages developed by the Company.  The aggregate amount of these costs included in inventory as of May 31, 2010 and 2009, were $959,478 and $856,854, respectively.

All of the above stated inventories are that of the operating subsidiaries, Antenna Products Corporation and Phazar Antenna Corp.  No other subsidiaries carry inventory.

NOTE 4.   PROPERTY AND EQUIPMENT

The following is a summary of the Company’s property and equipment:

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 5.   INTANGIBLE ASSETS                    

Patents, copyrights and other intellectual property were being amortized on the straight-line basis over a weighted average five-year period.  Non-compete agreements were being amortized on the straight-line basis over weighted average three and one third year contractual basis.  

NOTE 6.   NOTES RECEIVABLE

On December 8, 2009, the Company entered into a $500,000 Principal 8% Per Year Senior Secured  Convertible Note with Tracciare, Inc due in full on May 31, 2011.  In addition, the Company received a warrant to purchase up to eighty percent of Tracciare’s equity for a total price of $500,000.  At May 31, 2010 Tracciare, Inc. had drawn $432,146 of the $500,000 note, with $67,854 available for funding.

NOTE 7.   NOTES PAYABLE

At May 31, 2010, and 2009 there are no outstanding notes payable or current debt.                         

NOTE 8.   LONG-TERM DEBT

At May 31, 2010 and 2009, PHAZAR CORP had no long-term debt.

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 9.   INCOME TAXES

Components of the provision for income taxes were as follows:

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 9.   INCOME TAXES – continued

The components of the deferred tax assets and liabilities are as follows:

There are no uncertain tax positions expected to be taken on the 2009 federal or state income tax returns to be filed, and no liability has been recorded for any prior years that are still subject to examination by federal or state taxing jurisdictions. Accordingly, no additional disclosures have been made on the current financial statements regarding FASB ASC 740-10.

As Company policy, accrued interest or penalties associated with unrecognized tax benefits will be recorded as income tax expense. Since there is no applicable liability under FASB ASC 740-10 for 2009, no interest or penalties are included in the Consolidated Statement of Operations.

The Company and its subsidiaries file a consolidated federal tax return. The 2006-2009 federal tax returns are currently open under the statute of limitations. State income tax returns are generally open for examination for a period of 3-5 years after the filing of the respective return. The Company and its subsidiaries have no federal or state returns currently under examination, appeals or litigation.

NOTE 10.   COMMITMENTS AND CONTINGENCIES

Concentration of Credit Risk

        The Company deposits its cash primarily in deposit accounts with major banks.  Certain cash deposits           may occasionally be in excess of federally insured limits.  The Company has not incurred losses related to its cash.

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 10.   COMMITMENTS AND CONTINGENCIES – continued

The Company sells many of its products to the United States Government, both military and civil agencies and prime contractors.  Although the Company might be directly affected by the well being of the defense industry, management does not believe significant credit risk exists at May 31, 2010.

Ongoing credit evaluations of customer’s financial condition are performed and, generally, no collateral is required.  The Company maintains reserves for potential credit losses and such losses have not exceeded management’s expectations.

Legal Proceedings

On August 15, 2008, Janet McCollum, as personal representative of the Estate of Richard Alan Catoe, deceased, filed a wrongful death complaint against the University of West Florida,  Diamond Enterprise, Inc., North Safety Products, L.L.C. a/k/a North Safety Products, Inc. and Antenna Products Corporation (the ”Lawsuit”) in Circuit Court in Escambia County, Florida,.  Antenna Products Corporation is PHAZAR CORP's wholly owned and principal operating subsidiary.

On December 7, 2009, RM Aircraft Holdings, Inc., 307 RM Air, LLC, and Air4M, LLC filed a lawsuit in Tarrant County, Texas that named several parties including our Tumche Corp. subsidiary.  Tumche Corp was included in the lawsuit due to a mistake of parties.  Plaintiffs nonsuited Tumche Corp. on January 19, 2010 after they were provided information about the mistake of parties. 

Product Warranties

        PHAZAR CORP’s management estimates accrued warranty expense based on warranty work received            but not performed and on analysis of historical trends including actual expense as a percent of sales.

        Changes in accrued warranty liability for the years ended May 31, are as follows:

                The accrual for warranty reserve for 2010 was increased for a replacement of a specific production run of a     new antenna design that was found to have a manufacturing defect, which has since been rectified.

NOTE 11.   STOCK OPTIONS

In October 2006, a majority of the PHAZAR CORP shareholders approved the 2006 Incentive Stock Option Plan (the "Plan").  Options for 250,000 shares of common stock are authorized under this plan.  Options granted may be either Incentive Stock Options or Non-Statutory Stock Options, at the discretion of the Board. There have been 248,000 options granted (net of forfeitures) under this plan as of May 31, 2010.

The PHAZAR CORP 2009 Equity Incentive Plan was approved by a majority of the PHAZAR CORP   shareholders in October 2009.  Options for 273,600 shares of common stock are authorized under this plan.  Options granted under this plan may be either Incentive Stock Options or Non-Statutory Stock Options, at the discretion of the Board.  As of May 31, 2010, there have been 57,400 options granted under this plan and 216,200 options available under the plan.

PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued

NOTE 11.   STOCK OPTIONS – continued

On September 10, 2009, the Board of Directors amended Garland P. Asher’s employment agreement.  Under the terms of his agreement, effective September 1, 2009, out of the original grant of 160,000 options, 30,000 of the stock options are to be 100% fully vested as of the date of the Board approval.  The remaining 130,000 options shall vest and become exercisable contingent upon the Company achieving certain revised sales and pretax income levels over a five year period.

On April 21, 2010, the Board of Directors approved options to purchase 61,000 shares of common stock at $3.86 per share to certain employees of the Company.  The options were granted fully vested and expire on April 20, 2020, or the earlier of the employee’s last day of employment.

A summary of the status of the Company’s outstanding stock options issued under separate employment agreements as of May 31, 2010 and May 31, 2009 and changes for the years then ended are as follows:

The following table details stock-based compensation expense included in the statement of operations for the years ended May 31, 2010 and 2009.

NOTE 12.  SUBSEQUENT EVENTS

On July 21, 2010, the Board of Directors approved permanently changing the fiscal year end from a May 31 fiscal year end to a June 30 fiscal year end, ending June 30, 2011 and going forward, per the Form 8-K filed on July 22, 2010.

PART III

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures

Management’s Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and disposition of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s subsidiaries. 

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of May 31, 2010. In making their assessment, the Company's Chief Executive Officer and Chief Financial Officer were guided by the releases issued by the SEC and to the extent applicable was based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of May 31, 2010.  The Company has had no change during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.    

Item 9B. Other Information

Per the Form 8-K filed on July 22, 2010, effective July 21, 2010, Mr. Dennis Maunder resigned as a Director of PHAZAR CORP and all officer positions, the Board of Directors reduced the number of directors from five directors to four directors with a minimum of three independent directors as defined by NASDAQ rules and the Board of Directors approved permanently changing the fiscal year end from a May 31 fiscal year end to a June 30 fiscal year end, ending June 30, 2011 and going forward.

Item 10.  Directors, Executive Officers and Corporate Governance.

The information required by this item with regard to executive officers is as follows:

Name                                      Age                        Principal Occupation                                                           Since

Garland Asher                      65                            President, and Chief Executive Officer,

PHAZAR CORP; Past Director and Chairman

of Audit Committee, Universal Power Group,

Inc.; Past Member, City of Fort Worth Audit

Committee; Past President and COO, Integration

Concepts, Inc.                                                                      October 2007

Deborah A. Inzer                  59                            Vice President, Chief Financial Officer,

                                                                                PHAZAR CORP; Treasurer, Antenna Products

                                                                                Corp., Phazar Antenna Corp., Tumche Corp.,

                                                                                and Thirco, Inc.                                                                    March 2008          

Mr. Asher has served as President and Chief Executive Officer since September, 2008.  Mr. Asher served as Director and Chairman of the Audit Committee of Universal Power Group, Inc., a power equipment and battery distributor from December, 2006 through August 2008.  Mr. Asher has served as a member of the City of Fort Worth Audit Committee from 2006 through 2008.  Mr. Asher served as President and COO of Integration Concepts, Inc., a healthcare software company, from September 1999 through June 2004.  Since then he has been involved in personal investment activities.

Ms. Inzer served as Controller of Shared Technologies, Inc., a telecommunications company from January, 2005 until March, 2008.  Ms. Inzer has served as Vice President, Accounting and Controller at Dave & Buster's in Dallas, Texas from 1999 to 2005 and Senior Vice President, Accounting at AmBrit Energy Corp in Dallas, Texas from 1989 to 1999.

Information regarding directors of the Company required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the Proxy Statement for our 2010 Annual Meeting of Shareholders.

The information regarding compliance and the evaluation of late filings under  Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2010 Annual Meeting of Shareholders.

Information regarding our audit committee financial experts and code of ethics and business conduct required by this item is incorporated by reference to the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set for in the Proxy Statement for our 2010 Annual Meeting of Shareholders.

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees.  The Code of Business Conduct and Ethics is on the Company’s website at www.phazarcorp.com under the caption “Corporate Governance”

Item 11.  Executive Compensation.

The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth in our Proxy Statement for our 2010 Annual Meeting of Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitle “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management” set forth in the Proxy Statement for our 2010 Annual Meeting of Shareholders.

The following table provides a summary of information as of May 31, 2010, relating to our equity compensation plans in which our Common Stock is authorized for issuance.

(1)     Consists of the 2006 Incentive Stock Option Plan

(2)     Consists of the 2009 Equity Incentive Plan adopted by the Board of Directors on April 8 ,2009

Item 13.  Certain Relationships and Related Transactions.

None

Item 14.  Principal Accountant Fees and Services

Information required by this Item is incorporated by reference to the section entitled “Audit Fees”, are set forth in our Proxy Statement for our 2010 Annual Meeting. 

PART IV

Item 15.  Exhibits and Reports on Form 8-K.

(a)           The following documents are filed as part of this report:

                1.  Financial Statements.  See Item 8.

                2.  Financial Statement Schedules.  Not applicable.      

All other schedules have been omitted because the required information is shown in the   consolidated financials or notes thereto, or they are not applicable.  

3.  Exhibits.  See Index to Exhibits for listing of exhibits which are filed herewith or incorporated                                                                                                 by reference.       

(b)           Reports on Form 8-K.

On July 10, 2009, the registrant filed a Form 8-K for the purpose of disclosing the FAA contract granted to Antenna Products Corporation, a wholly owned subsidiary of PHAZAR CORP

On July 22, 2010, the registrant filed a Form 8-K for the purpose of disclosing the departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE:  August 19, 2010

                                                                                                                PHAZAR CORP

                                                                                                                /s/ GARLAND P. ASHER                                  

                                                                                                BY:          Garland P. Asher, President and

     Chief Executive Officer

                Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature                                                              Title                                                                       Date                                       

/s/ GARY W. HAVENER                                                   

_______________________________        Director                                                                  August 19, 2010

Gary W. Havener

/s/ JAMES KENNEY

_______________________________        Director                                                                  August 19, 2010

James Kenney

/s/ R. ALLEN WAHL

______________________________          Director                                                                  August 19, 2010

R. Allen Wahl

EXHIBIT INDEX

Exhibit 3.(i) -          Registrant's Articles of Incorporation, as amended, incorporated by reference to the like numbered

                                exhibit in the Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000,

                                filed on February 20, 2004                

Exhibit 3.(ii) -         Registrant’s By Laws, incorporated by reference to the like numbered exhibit in the

                                Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000,  filed on

                                February 20, 2004

Exhibit 4.1(1) -       2006 Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrant’s Definitive Proxy Statement dated September 15, 2009 and filed on September 15, 2006.  Also incorporated by reference to the like numbered exhibit in the Registrant’s Form S-8 dated January 8, 2007 and filed on January 8, 2007

Exhibit 4.1(2) -       2009 Equity Compensation Plan dated April 22, 2009, incorporated by reference to the

                                Registrant’s Form S-8, filed on April 27, 2009

Exhibit 4.(ii) -         Loan agreement between Antenna Products Corporation and Texas Bank, dated September 30, 1991, incorporated by reference to the like numbered exhibit in the Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000, filed on February 20, 2004

Exhibit 10.b -         Agreement with Garland Asher dated January 24, 2009 incorporated by reference to the like-

                                numbered exhibit in the Registrant's Form 10-Q filed on January 14, 2009

Exhibit 14.1-           Code of Ethics and Business Conduct for the Senior Executive Officers and Senior Financial

                                Officers incorporated by reference to the like numbered exhibit in the Registrant’s annual

                                report on form 10-KSB for the fiscal year ended May 31, 2004, filed on August 6, 2004               

Exhibit 21. -            A list of all subsidiaries of the Registrant, incorporated by reference to the like numbered

                                exhibit in the Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended

                                May 31, 2000 filed on February 20, 2004

Exhibit 23.1 -          Consent of Weaver & Tidwell, LLP

Exhibit 31.1 -           Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

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

Exhibit 32.1 -          Section 1350 Certification

Exhibit 99.1 -          Nominating Committee Charter incorporated by reference to the like numbered exhibit in

                                the Registrant’s Form 8-K filed on November 7, 2005

Exhibit 99.1(2) -     Revised Audit Committee Charter dated July 21, 2010

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