Board Justification

The compensation philosophy is designed to provide a competitive total compensation package that retains key executives and motivates them to achieve outstanding performance for the Company, linking a substantial part of each key executive’s compensation to the achievement of the Company’s financial and strategic objectives.

Board Justification

The bonus was awarded based on the Company's solid financial results and Mr. Rutherfurd's strong performance in managing the business and successfully effecting the transition to the new Chief Executive Officer, pro-rated for the year 2005.

Board Justification

This amount represents aggregate annual Company contributions for Mr. Rutherfurd's accounts under the Profit Participation Plan and the Profit Participation Benefit Equalization Plan.

Board Justification

In recognition of Mr. Rutherfurd’s service, the Company caused the restricted shares awarded to him on February 22, 2005, to vest in full upon his retirement on April 26, 2005.