For 2005, the three selected corporate performance criteria (and the percentage weighting of each criterion in relation to all three criteria) are return on equity (20% weight), revenue growth (30% weight), and earnings per share (“EPS”) growth (50% weight) (the "Corporate Performance Criteria"). The relative weighting of each element of the Corporate Performance Criteria (that is, return on equity, revenue growth and EPS growth) to the total of all of the Corporate Performance Criteria has historically varied from year to year, but the elements have remained the same in recent years. Consistent with prior years' scorecards, EPS growth, in the case of the scorecards of all executive officers other than the CEO, is based on the prior year's reported EPS, as increased to adjust for the adverse effect on prior years' earnings on account of factors outside of their control; the CEO's scorecard's calculation of the EPS growth criterion is based on year-to-year reported growth without any such adjustment. The criteria relating to business unit performance or departmental performance (if such performance is applicable to a particular executive's scorecard) are geared to performance of the business unit or department that is headed by any particular executive.

Equity Incentive Awards Scorecards. The numbers of shares covered by new stock option grants awarded each year under the Management Incentive Plan have historically been determined by the Stock Option Committee of the Board based upon the dollar values of the equity incentive awards deemed to have been earned pursuant to the prior year's scorecards. For services during 2005, executive officers participating in the Management Incentive Plan may earn the right to be awarded stock options by the Stock Option Committee in 2006, based upon the extent to which the Company has achieved or exceeded the targeted Corporate Performance Criteria (weighted and adjusted as specified for each year by the personal scorecards of such executive officers for that particular year) on an average basis over the three-year period ending December 31, 2005. Like the cash incentive award target values, the dollar values of target equity awards for executive officers are figured as percentages of their current year base salary, which percentages range from 15% to 50% of 2005 base salary, depending upon the executive; the dollar value of the CEO's target equity award is equal to 50% of his 2005 base salary. Equity awards could be as much as 200% of the target equity awards, but only if the applicable Corporate Performance Criteria (as weighed and adjusted for each year) were substantially exceeded on an average basis over the three-year period ending December 31, 2005.

Director Compensation

At the reorganization meeting held April 28, 2005, the Board established the compensation of the Directors of the Company for their services to the Company and its subsidiaries during the period commencing at the reorganization meeting and ending at the annual meeting of shareholders to be held in 2006. Compensation during this period for service to the Company as a director (including the CEO's service to the Company as a director) will include annual retainers paid in cash and stock options (which are earned regardless of the number of meetings held or attended, and regardless of committee membership or attendance) and attendance fees (paid for meetings attended).

In payment of the annual retainers for the upcoming twelve-month term, the Company will on June 1, 2005, (a) award each of its directors, including the CEO, an option to purchase 1,000 Common Shares of the Company exercisable for ten years at an exercise price that is not less than the market value of the stock on the date of grant, and (b) pay each of its directors, including the CEO, a cash payment of $13,500. In addition, Company Directors will be paid $500 for each meeting of the Board that they attend. Those members of the Board who serve on the board of directors of a subsidiary (other than the CEO, who as a salaried employee is ineligible to receive this separate compensation for service to subsidiaries) will receive separate and additional compensation for his or her service in the form of fees of $500 for meetings of the subsidiary board(s) of directors that are actually attended.