(a)

The Registrant's latest annual report on Form 10-K for the fiscal year ended December 30, 2012, filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on February 27, 2013.

(b)

All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to December 30, 2012.

(c)

The description of the Common Stock, $.50 par value per share, contained in Item I of the Company's Registration Statement on Form 8-A, filed with the Commission pursuant to Section 12 of the Exchange Act on June 4, 1999.

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these persons conducted themselves in good faith,

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they reasonably believed that their actions were in the best interests of the corporation, if the proceeding involves conduct in an official capacity with the corporation, or was at least not opposed to the best interests of the corporation, if the proceeding involves conduct other than in an official capacity with the corporation,

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in criminal proceedings, they had no reasonable cause to believe that their conduct was unlawful, or

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they engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation.

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for any breach of the director's duty of loyalty to the corporation or its shareholders,

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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

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under Section 7-1.2-811 of the Rhode Island Business Corporation Act, which relates to liability for unauthorized acquisitions or redemptions of, or dividends or distribution on, capital stock or unauthorized distribution of assets, or

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for any transaction from which the director derived an improper personal benefit, unless said transaction is permitted by Section 7-1.2-807 of the Rhode Island Business Corporation Act, which relates to director conflicts of interest.

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covered by the Registrant's directors and officers liability insurance policy,

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for which the director is otherwise indemnified or reimbursed,

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relating to certain judgments or adjudications under which the director is liable for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or involving knowing violations of law, and actions or certain transactions from which the director derives an improper personal benefit,

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relating to the director's liability for accounting for profits under Section 16 of the Securities Exchange Act of 1934, as amended,

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in respect of remuneration, if found unlawful, and

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as to which a final and non-appealable judgment has determined that payment to the director thereunder is unlawful.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

5.1

          Opinion of Counsel.

23.1

        Consent of KPMG LLP.

23.2        

Consent of Counsel (included in the opinion filed as Exhibit 5.1).

24.1

        Powers of Attorney (included on the signature page in Part II).