Board Justification

The program is designed to attract, motivate and retain talented executives critical to the achievement of the Company's long-term business strategy, its annual goals and objectives, the enhancement of shareholder value, and the implementation of corporate values. The program seeks to do this by: Tying a portion of each executive's total compensation opportunity to the achievement of previously-established annual and long-term performance goals. Aligning executives' long-term interests with those of the Company's shareholders by encouraging ownership of the Company's Common Stock. Providing total compensation, including base salary and incentive compensation, which is competitive with that of other energy service and industrial companies of comparable size and circumstances.

Board Justification

The award of the bonus for 2002, which is equal to 52.6% of Mr. Reiten's 2002 base salary, was based, in part, upon the achievement of the corporate performance goals as described above under the "Executive Annual Incentive Plan" and upon the Committee's evaluation of Mr. Reiten's performance in relation to the achievement of pre-established individual performance goals.

Board Justification

Amounts for the year 2002 include Company matching amounts contributed or accrued for the year 2002 for the Named Executive Officers under the Company's Executive Deferred Compensation Plan ($16,250 for Mr. Reiten) and its Retirement K Savings Plan ($5,500 for Mr. Reiten). Amounts for 2002 also include above-market interest credited to the Executive Deferred Compensation Plan accounts of the Named Executive Officers ($35,881 for Mr. Reiten)

Board Justification

Not applicable, no stock vested in 2002