Annual Executive Incentive Bonus

On February 21, 2005, the Compensation and Stock Option Committee (the "Committee") of the Company's Board of Directors established performance goals under the Company's Annual Executive Incentive Compensation Plan for 2005. The Plan covers officers of the Company holding the office of Vice President or a more senior office. The Committee established as a performance goal an incentive pool of 2.5% of 2005 adjusted net income (defined generally as the Company's net income from continuing operations) from which bonuses will be paid. The Committee allocated a percentage of the pool to each participant in the plan.

After 2005 adjusted net income is determined, the Committee will approve the actual bonuses, which generally range from 0% to 200% of a target bonus amount. The target bonus amount is a percentage of base salary. Based on current salaries of participants, if 100% of the target bonus amount is paid, 16.1% of the incentive pool will be used. If 200% of the target bonus amount is paid, 32.1% of the incentive pool will be used. The percentage of the target bonus amount awarded is based primarily on the Company's earnings per share results, but in no event can bonuses exceed a participant's allocated percentage of the pool.

The allocated percentage of the pool is: 13.5% for Norman H. Wesley, Chairman and Chief Executive Officer; and 7.5% for Craig P. Omtvedt, Senior Vice President and Chief Financial Officer, Mark A. Roche, Senior Vice President, General Counsel and Secretary, Christopher J. Klein, Senior Vice President - Strategy and Corporate Development and Mark Hausberg, Senior Vice President - Finance and Treasurer. The target bonus amount is: 110% for Mr. Wesley; 75% for Mr. Omtvedt; 60% for Messrs. Roche and Klein; and 50% for Mr. Hausberg.

Long-Term Incentive Plan

On February 21, 2005, the Committee also established performance goals for performance awards under the Company's Long-Term Incentive Plan for the performance period 2005-2007. The Committee granted performance awards to executive officers for the 2005-2007 performance period contingent upon the Company achieving specified average return on equity and cumulative diluted earnings per share targets over the performance period. Executive officers will be paid the target number of shares if the Company achieves 100% of the target consolidated return on equity and cumulative earnings per share. An additional amount of shares will be paid if the Company exceeds the targeted consolidated return on equity and cumulative earnings per share goals, but the maximum number of shares paid will not exceed 150% of the target amount. If the minimum consolidated return on equity and cumulative earnings per share goals are not achieved, no shares will be paid. The chart attached as Exhibit 10.1 of this report further illustrates how payouts are determined.