UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2006

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

THE LAMSON & SESSIONS CO.

Ohio		34-0349210
(State of Incorporation)		(I.R.S. Employer Identification No.)
25701 Science Park Drive, Cleveland, Ohio		44122
(Address of Principal Executive Offices)		Zip Code

None
(Former name, former address and former fiscal year, if changed since last report)

Title of each class		Name of each Exchange on which registered
Common Shares, without par value		New York Stock Exchange

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o          No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o          No þ

          Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer o          Accelerated filer þ           Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o          No þ

     As of June 30, 2006, (the last trading day of the Company’s fiscal 2006 second quarter) the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $441,892,162 based on the closing sale price of $28.36 as reported on the New York Stock Exchange.

          As of April 27, 2007 the Registrant had outstanding 15,848,270 common shares.

 

 

EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A amended the registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 originally filed March 14, 2007 (the “Form 10-K”) solely to include information previously omitted from Part III, Items 10-14. Item 15 of Part IV is included solely for the certifications required in connection with the filing of this amendment. Other than as set forth herein, the registrant has not undertaken to update any information provided in the Form 10-K.

THE LAMSON & SESSIONS CO.

INDEX TO
ANNUAL REPORT ON FORM 10-K

For The Fiscal Year Ended December 30, 2006

		PART III
Item		10. Directors, Executive Officers and Corporate Governance	1
Item		11. Executive Compensation	2
Item		12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item		13. Certain Relationships and Related Transactions, and Director Independence	33
Item		14. Principal Accountant Fees and Services	34
		PART IV
Item		15. Exhibits and Financial Statement Schedules	34
EX-31.1
EX-31.2

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

Name, Age				Year First
Principal Occupation				Became a
and Business(1)		Other Directorships		Director
Class I: Term Expires at 2007 Annual Meeting
Michael J. Merriman, Jr. (50)		RC2 Corporation		2006
President and Chief Executive Officer of Lamson (November 2006 – Present); Senior Vice President and Chief Financial Officer, American Greetings Corporation (manufacturer and marketer of social expression products) (September 2005 – November 2006), Private Investor May 2004 – August 2005, President and Chief Executive Officer, Royal Appliance Mfg. Co. (marketer of Dirt Devil and Royal vacuum cleaners) (August 1995 – May 2004)		American Greetings Corporation
William E. MacDonald, III (60)		MTC Technologies, Inc.		2006
Retired Vice Chairman, National City Corporation (diversified financial holding company) (March 2001 to December 2006)		Lincoln Electric Holdings, Inc.
James T. Bartlett (70)		Keithley Instruments, Inc		1997
Advising Director, Primus Venture Partners (Private investment firm)
D. Van Skilling (73)		First American Corporation		1989
Retired Chairman and Chief Executive Officer, Experian Information Solutions, Inc. (Supplier of credit, marketing and real estate information and decision support systems)		American Business Bank McDATA Corporation Onvia, Inc.
		First Advantage Corporation
Class III: Term Expires at 2008 Annual Meeting
James J. Abel (61)		CPI Corp.		2002
Executive Vice President, Secretary, Treasurer and Chief Financial Officer of Lamson
A. Malachi Mixon, III (66)		Invacare Corporation		1990
Chairman of the Board and Chief Executive Officer, Invacare Corporation		The Sherwin-Williams Company
(Manufacturer and distributor of home healthcare products)		Cleveland Clinic Foundation
John B. Schulze (70)		None		1984
Non-Executive Chairman of the Board of Lamson
Class II: Term Expires at 2009 Annual Meeting
John C. Dannemiller (68)		U-Store-It		1988
Retired Chairman, Applied Industrial Technologies
(Distributor of bearings, power transmission components and related products)
George R. Hill (65)		None		1990
Retired Senior Vice President, The Lubrizol Corporation (Full service supplier of performance chemicals and systems to worldwide transportation and industrial markets)
William H. Coquillette (57)		None		1997
Partner, Jones Day (Law firm)

Executive Officers

          The information required by this item regarding our executive officers is incorporated by reference to the information under the caption “Executive Officers of the Registrant” in Part I of our Form 10-K filed on March 14, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission, or the SEC, and the New York Stock Exchange, and to provide us with copies of such reports.

          Based solely on the review of the copies of such reports furnished to us, or written representation that no forms were required to be filed, we believe that during the year ended December 30, 2006, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than ten percent beneficial owners were complied with except that: (i) Michael J. Merriman, Jr., Andrew J. Patterson and James A. Rajecki each filed a late Form 3; (ii) James J. Abel, Eileen E. Clancy, John B. Schulze, Lori L. Spencer and Norman P. Sutterer each filed a late Form 4 reporting two transactions each; (iii) Donald A. Gutierrez filed a late Form 4 reporting one transaction and an amended Form 5 reporting a transaction that was not timely filed on Form 4; (iv) James A. Bartlett, William H. Coquillette, A. Malachi Mixon, III and D. Van Skilling each filed a late Form 4 reporting one transaction each, and (v) John C. Dannemiller and George R. Hill each filed two late Forms 4 reporting one transaction on each Form 4.

Code of Ethics

          Our Code of Corporate Conduct and Ethics that applies to our directors and associates, including our principal executive officer, principal financial officer, principal accounting officer and any person performing a similar function with Lamson, is posted on our Web site at www.lamson-sessions.com via the Investor Relations page. In addition, we will provide, free of charge to any person, a copy of the Code of Corporate Conduct and Ethics. Requests should be sent to: Secretary, The Lamson & Sessions Co., 25701 Science Park Drive, Cleveland, OH 44122. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers of its Code of Corporate Conduct and Ethics by posting such information on our Web site at www.lamson-sessions.com via the Investor Relations page.

The Audit Committee

     The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists solely of independent directors (as currently required by the NYSE listing standards). Dr. Hill (Chairman) and Messrs. Dannemiller, Bartlett and MacDonald currently are the members of the Audit Committee. The Board has determined that one member of the Audit Committee, James T. Bartlett, has the qualifications to be an “audit committee financial expert” as defined in the SEC’s rules and regulations.

Item 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

     Our financial performance in 2005 and 2006 improved significantly over prior years and exceeded expectations. Specifically, we achieved levels of earnings before taxes, depreciation and amortization, or EBITDA, and share price during 2005 and 2006 well above recent historical levels, and net income outcomes that were five to six times higher than those achieved over the prior five years. The outcomes reflected, in part, renewed strength in the telecom market as well as general overall strength in the residential and commercial construction businesses during most of 2005 and 2006.

     New President and Chief Executive Officer. On April 21, 2006, Mr. Schulze announced his intention to retire as President and Chief Executive Officer, or CEO, no later than our 2007 annual meeting. After a nationwide search, our Board of Directors announced on October 26, 2006 that they had appointed Mr. Merriman President and CEO effective as of November 15, 2006. Mr. Merriman joined the Board as an outside director upon his election at our annual meeting on April 28, 2006. In connection with his selection as President and CEO, Mr. Merriman entered into the following agreements with us:

	•		an employment agreement, which is described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”;
	•		a severance agreement, which is described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”;
	•		an Executive Change-in-Control agreement, which we generally refer to as a CIC Agreement and which is described under “Other Payments upon Termination of Employment – Change-in-Control Agreements”; and

•

a supplemental retirement agreement, which is described under “– Compensation Structure – Pay Elements – Retirement Benefits.”

Additional information regarding the initial grant of plan-based awards he received is provided under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

     We entered into a termination agreement with Mr. Schulze in connection with his retirement from Lamson effective April 30, 2007, pursuant to which he agreed to terminate his three-year CIC agreement. Mr. Schulze will serve as non-executive Chairman of the Board until his term as a director expires at our annual meeting of shareholders in 2008 and until the election and qualification of his successor. Mr. Schulze will be paid $350,000 in consideration for his continuing service on the Board and for other services he will provide to us. In the event of a change-in-control, all amounts remaining unpaid under the termination agreement will accelerate.

     New Deferred Compensation Plans. In 2006, our Governance, Nominating and Compensation Committee, or GNC Committee, adopted The Lamson & Sessions Co. Non-qualified Deferred Compensation Plan, which we refer to as the New Deferred Plan, to segregate amounts deferred after January 1, 2005 from those deferred prior to that date in order to comply with Internal Revenue Code Section 409A. Additional information regarding our deferred compensation plans can be found under “Deferred Compensation Plans.”

     New Change-in-Control Agreements. In 2006, the GNC Committee also adopted new forms of CIC Agreements to be entered into with our executive officers. The changes primarily related to conforming the definition of change-in-control to the one used in our rights plan, a change in the calculation of cash severance payments under certain CIC agreements and other necessary changes required by Internal Revenue Code Section 409A. Additional information regarding our CIC Agreements can be found under “Other Payments upon Termination of Employment – Change-in-Control Agreements.”

     Conclusion. Each of these events had an impact on the compensation paid to our executive team in 2006, as described in further detail herein.

Compensation Philosophy, Objectives and Process

Compensation Philosophy

     Our overall principle guiding executive compensation is to ensure that total compensation is performance-oriented and related to our goals and objectives, using measurable criteria to the extent possible. The specific objectives of our executive compensation philosophy are to:

	•		attract and retain key executives critical to our long-term success;
	•		create incentives for executives to achieve long-term strategic management objectives that enhance shareholder value; and
	•		provide a balance between annual and long-term forms of compensation.

     The GNC Committee accomplishes these objectives using annual and long-term incentive programs in conjunction with salaries and a package of benefits. For the fiscal year ended December 30, 2006, the principal components of compensation for our named executive officers were:

	•		base salary;
	•		performance-based incentive compensation in the form of cash payouts under our Executive Incentive Compensation Plan, which we refer to as the EICP;
	•		long-term equity incentive compensation issued under our Amended and Restated 1998 Incentive Equity Plan, or the 1998 Plan, which consisted of the following in 2006:

	•		stock appreciation rights, or SARs, which are similar to stock options but have more favorable dilution outcomes; and
	•		performance-accelerated restricted stock, or PARS, which consist of an award of restricted shares that vest in any event over six years, but whose vesting may be earlier based on achievement of three pre-determined share price targets;

	•		retirement and other related benefits; and
	•		perquisites and other personal benefits.

Target Pay Levels

     As a general matter, the GNC Committee reviews the compensation levels of similar manufacturing companies in similar industries to gauge the compensation paid to our executives. Specifically, the competitiveness of our executive compensation is primarily compared to executive pay surveys and, beginning in 2007, a peer group of similarly-sized manufacturing companies generally located in Ohio.

     To gauge our performance, the GNC Committee reviews objective performance measures such as EBITDA versus pre-determined budgeted goals, as well as share price performance, as discussed in detail below. In addition, the GNC Committee sets individual objectives for named executive officers other than the President and CEO, whose entire annual and long-term incentive opportunities represent objective performance measures. Incentive compensation paid to our officers is linked to the extent to which these performance objectives are achieved relative to budgeted and individual goals and expectations. Individual performance objectives for 2006 and awards associated with those objectives are discussed in more detail below under “– Compensation Structure – Pay Elements – Annual Incentives.”

     Each pay component is targeted at the market median, but as discussed below, compensation is weighted toward incentive pay programs that provide payouts based on our level of annual and long-term performance. Annual incentives are designed to be paid at levels above median when performance exceeds expectations, and below median when performance is less than expectations. Equity-based long-term incentive grants are targeted at market median as well, but actual outcomes could exceed median depending primarily on share price changes.

     In setting levels on an individual basis, the GNC Committee may also take into account the individual performance of executive officers, as observed by the GNC Committee, along with input from the President and CEO, and an assessment of the attainment of pre-determined individual performance objectives, as discussed below.

Role of the Governance, Nominating and Compensation Committee

General

     The GNC Committee of the Board has duties and responsibilities related to corporate governance and the identification, selection and nomination of individuals to become Board members. It is also responsible for ensuring that an effective compensation program is in place to provide performance-oriented compensation to management. The responsibilities of the GNC Committee related to executive compensation include, among other duties:

	•		overseeing the evaluation of the Board and management.
	•		establishing and administering our policies, programs and procedures for compensating our senior management.
	•		reviewing and approving corporate goals and objectives relevant to compensating our CEO, evaluating the CEO’s performance in light of these goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the CEO’s compensation level based on this evaluation.
	•		making recommendations to the Board with respect to compensating officers other than the CEO, incentive compensation plans and equity-based plans.
	•		reviewing and approving a report on executive compensation for inclusion in the proxy statement for our annual meeting of shareholders in accordance with applicable rules and regulations.

Under its charter, the GNC may delegate all or a portion of its duties and responsibilities to a subcommittee.

Interaction with Compensation Consultants

     In 2006, the GNC Committee relied on the services of Pearl Meyer & Partners, or PM&P, to provide input on decisions regarding executive compensation programs for the named executive officers. The GNC Committee engaged PM&P to assist with its review of the compensation programs for our executive officers, as well as the design of a new long-term equity compensation plan, several analyses related to the hiring of Mr. Merriman in November 2006, and the preparation of various aspects of our compensation disclosure in this report.

     While the GNC Committee retained PM&P directly in carrying out assignments, PM&P also interacted with our executive officers when necessary. Specifically, PM&P met with our senior officers to discuss various design elements of incentive plans and relied on our executive officers to provide input on compensation matters. In addition, PM&P sought input and

feedback from our executive officers regarding its consulting work product prior to presentation to the GNC Committee to confirm alignment with our business strategy and performance outcomes.

Interaction with Management

     The Prsident and CEO, Executive Vice President and Chief Financial Officer, and other executive officers identified in the Summary Compensation Table below, which we refer to as the named executive officers, normally attend GNC Committee meetings when executive compensation, Lamson performance, and individual performance are discussed and evaluated by Committee members. Executives are free to provide insight, suggestions or recommendations regarding executive compensation if present during these meetings or at other times. The GNC Committee Chairman met with Mr. Schulze early in 2006 to discuss his pay recommendations for other executives as well as to discuss Mr. Schulze’s compensation package. However, independent GNC Committee members do meet privately and only independent GNC Committee members may vote on decisions made regarding executive compensation for any of our named executive officers.

     The GNC Committee was also involved in the negotiations with Mr. Merriman, in connection with his appointment as President and CEO. The GNC Committee made all of the decisions with respect to the President and CEO’s compensation package.

Compensation Structure

Overview

     We generally provide four key compensation components to our named executive officers, which include base salary, annual incentive compensation, long-term incentive compensation and retirement benefits. In addition, each executive officer is party to a CIC Agreement, and Mr. Merriman has a severance agreement in addition to his CIC Agreement. We also provide minimal executive perquisites and benefits that are discussed in further detail under “– Pay Elements – Perquisites” below. Each major compensation component is discussed in more detail below.

Pay Levels and Benchmarking

     The GNC Committee assessed market competitive pay levels in 2006 to ensure pay levels were appropriate for named executive officers, using data on similar positions in manufacturing companies as published in executive pay surveys. Each survey included several hundred companies similar in revenue size to Lamson and represented a number of manufacturing-based industries, including both direct business competitors and potential sources of executive talent. For 2007 compensation, the GNC Committee has begun examining the executive pay information publicly disclosed by a selected peer group of 15 Ohio-based manufacturing companies of comparable size, but did not use such information in 2006. The GNC Committee believed this change was appropriate to gain additional, more highly focused information on our direct competitors for executive talent within Ohio.

Pay Mix

     We use the pay elements described above in a portfolio approach, which provides a mix of base pay, at-risk compensation and equity interest. The pay mix also:

	•		balances annual and long-term compensation by gauging portions of compensation on both financial and stock performance;
	•		places a greater emphasis on incentive pay for more senior executives, as such executives have more influence on our financial and share price performance; and
	•		places a greater emphasis on long-term compensation, in the form of equity compensation, for more senior executives, as such executive may have a greater impact on the creation of shareholder value.

For 2006, the target pay mix for each named executive officer (other than Mr. Merriman, who was employed by us for less than 2 months in 2006 and therefore was not eligible for all regular incentive awards) was as follows:

				Salary as % of Total				Target Annual Incentives as				Long Term Incentive as
Executive		Title		Compensation				% of Total Compensation				% of Total Compensation
John B. Schulze		Chairman and former Chief Executive Officer			34	%			25	%			41	%
James J. Abel		Executive Vice President and Chief Financial Officer			44	%			27	%			29	%
Donald A. Gutierrez		Senior Vice President			48	%			23	%			29	%
Norman P. Sutterer		Senior Vice President			51	%			25	%			25	%
Eileen E. Clancy		Vice President			57	%			24	%			18	%

     The above table takes into account target annual incentives and not actual annual incentive payouts. Long-term incentive percentages are based on the combined grant date fair value of stock-settled SARs and PARS made as an annual grant in 2006. The table does not take into account retirement benefits for the named executive officers, which are discussed in more detail below.

     The GNC Committee looks at each element of compensation as part of the overall compensation package and considers how the elements of its program compare to the compensation elements and their respective weightings in the context of the programs offered by the competitive market. In addition, the structure of our current programs was taken into account by the GNC Committee during the hiring process for Mr. Merriman. The package offered to Mr. Merriman generally fits within our overall pay structure, specifically including an initial salary of $500,000 (versus Mr. Schulze’s $550,000) and an annual incentive target of 72% of salary (identical to Mr. Schulze’s as discussed under “– Pay Elements – Annual Incentives” below). In addition to these components, Mr. Merriman received a signing bonus of $275,000 to offset lost incentive compensation from his prior employer and was also awarded a pro rata bonus for 2006 of $105,570. Mr. Merriman also received grants of stock-settled SARs and PARS that were larger than Mr. Schulze’s 2006 grants, representing a combination of signing grant bonus and a regular annual grant.

Pay Elements

     Base Salary. In furtherance of several of our compensation objectives, base salary levels and changes are made primarily to ensure retention of key contributors by providing basic financial security, and in the case of Mr. Merriman, to induce him to join Lamson.

     The GNC Committee sets base salaries based on each executive’s position, performance results and relation to competitive market pay levels obtained from the executive surveys discussed above, as well as overall general market salary movements. Salaries are reviewed annually by the GNC Committee at its February meeting and adjustments are based on the factors noted above, any new roles and/or responsibilities assumed by the executive, and input on performance from the President and CEO. However, there is no specific formulaic weighting of the factors noted above and new salaries are set based on the GNC Committee’s discretion and judgment.

     Prior to 2006, salary increases had been averaging about 4% annually, and salaries had been below market median levels for more than five years. However, based on our outstanding financial performance during 2005 and 2006, the GNC Committee deemed it appropriate to increase executive salaries by about 9% in the aggregate for the named executive officers at its February 2006 meeting. As noted, Mr. Merriman was offered, and accepted, a starting salary of $500,000, which was within a range of the market median, in accordance with our pay philosophy.

     Annual Incentives. Annual incentives are designed to motivate executives towards achieving short-term corporate goals, are based on our annual achievement of pre-determined EBITDA targets, and, in the case of executives other than the President and CEO, also on individual performance. The GNC Committee generally sets the targets in the first quarter of the applicable year and evaluates the performance of those objectives at its meeting in the first quarter of the following year.

     At its February 2006 meeting, the GNC Committee approved the 2006 EICP. The 2006 EICP provided that an incentive pool would be funded if certain annual goals were obtained. The amount in this pool would then be allocated by the GNC Committee among our executive officers, which included the named executive officers as well as four additional officers, who together comprise our Leadership Council, based on the achievement of certain corporate and individual performance goals and objectives.

     Mr. Schulze’s annual payout from the 2006 EICP and Mr. Merriman’s pro rata payout were entirely based on the level of achievement of EBITDA against the pre-determined goals noted below. For EBITDA achievement at target, their EICP payouts were set at 72% of salary. Their maximum payout from the 2006 EICP was initially set to occur at an EBITDA achievement level of 120% of the EBITDA target (or greater), subject to revision by the GNC Committee. Such a revision for them was deemed appropriate by the GNC Committee for 2006 because of the significant impact of the President and CEO on our financial performance. For the other named executive officers, 80% of their incentive opportunity is based on EBITDA performance while the remaining 20% is based on achievement against individual performance measures and objectives.

     Target EICP awards, which reflect market median targets, for each of the named executive officers are as follows:

				EICP Incentive as a % of Salary, for
Executive		Title		EBITDA performance at Target level
John B. Schulze		Chairman and former Chief Executive Officer			72	%
Michael J. Merriman, Jr.		President and Chief Executive Officer			72	%
James J. Abel		Executive Vice President and Chief Financial Officer			60	%
Donald A. Gutierrez		Senior Vice President			48	%
Norman P. Sutterer		Senior Vice President			48	%
Eileen E. Clancy		Vice President			42	%

     The EICP incentive pool provides for funding at defined threshold, target and maximum EBITDA levels with interpolation for achievement between those levels. The GNC Committee chose EBITDA as the key performance measure because it believes that measure best represents the outcome of our operational performance and because the cash flow generated by achieving targeted EBITDA levels is used by us to pay down debt and generally strengthen our financial position. The 2006 EBITDA targets and related payout percentages are as follows:

Level of Achievement		EBITDA $				Percent Achievement				Payout Percentage
Minimum		$	51,000,000				85	%			25	%
Target		$	60,000,000				100	%			100	%
Maximum		$	72,000,000				120	%			200	%

     If we achieve below the threshold shown above, the incentive pool will not be funded, and no annual incentives would be paid to executive officers in the event of such an outcome. The incentive pool for financial performance above target has generally been capped when EBITDA achievement reaches 120% of target for the portion of the incentive that is based on financial performance, subject to GNC Committee discretion.

     In 2006, we achieved EBITDA above the maximum established under the EICP, which represented the second consecutive year we had achieved above the maximum for this measure. The 2005 and 2006 outcomes should be considered in the context of 2001-2004, when we achieved EBITDA at below threshold levels for two years (resulting in zero payout in those years), between minimum and target for one year and between target and maximum in one year. In 2005, we achieved EBITDA above the maximum outcomes, which was also more than double the average result for EBITDA during 2001-2004. As a result, the GNC Committee chose to set the EBITDA target for 2006 at a level that sustained the 2005 achievement. Based on the EBITDA performance levels reached in 2005, the GNC Committee believed the 2006 EBITDA target, as set in February 2006, was likely to be achieved if we continued to perform as we had in 2005. Performance in 2006 was then achieved at levels substantially better than in 2005.

     Individual performance objectives and achievements for 2006 include the following:

		Target Opportunity		Bonus Awarded as
		as Percentage of		Percentage of
Name		Salary		Salary		Goals Attained
James J. Abel		12.0%		27%		•     Continue proactive communications with the investing community
						•     Investigate appropriate debt and equity alternatives
						•     Evaluate pension plan asset allocation based on current funding status
						•     Identify and evaluate potential acquisitions
Donald A. Gutierrez		9.6%		21.6%		•     Increase new product sales
						•     Achieve net sales and operating profit goals for Carlon
						•     Enhance succession planning process and review quarterly
						•     Achieve operating profit goals for PVC Pipe
Norman P. Sutterer		9.6%		21.6%		•     Improve business unit operating margins through improved product mix and strategic price decisions
						•     Achieve business unit revenue projection and operating profit goals
						•     Achieve Lamson Vylon Pipe revenue projection and operating profit goals
Eileen E. Clancy		8.4%		18.9%		•     Develop training and certification programs and management development and staffing plans to support plant operations
						•     Implement additional programs or intervention strategies designed to foster and promote ethical behaviour corporate-wide
						•     Continue to implement plan design changes and programs to contain health care costs for both active associates and retirees

     At its meeting in February 2007, the GNC Committee elected to pay annual incentives to the named executive officers for 2006 based on our achievement of 125% of the EBITDA target, or a payout at 225% of the target level of achievement for the financial performance measure, along with the individual performance outcomes noted above. The GNC Committee used its discretion to pay above the EICP Plan maximum for financial performance based on its judgment that the EBITDA outcome for 2006 represented an outstanding achievement.

     The EICP Plan figures for all of the named executive officers are shown in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

     Long-Term Incentives. Long-term incentives in 2006 consisted of a combination of SARs and PARS. These elements supported our compensation objectives of motivating executives to help promote long-term shareholder value, as well as retention for the time-based element of the PARS.

     Long-term equity incentives are awarded to executive officers from the 1998 Plan, which was reapproved by shareholders at our 2006 annual meeting. The 1998 Plan allows for the award of various types of equity incentives, including stock options, stock-settled SARs, restricted stock and restricted stock units, performance shares and units, PARS and other equity-based awards at the discretion of the GNC Committee.

     Until 2006, the GNC Committee had used stock options as its main vehicle to deliver long-term compensation. In 2006, the GNC

Committee reexamined the way that we had historically provided equity incentives. In this reexamination, the GNC Committee focused on the impact of implementation of Financial Accounting Standards Board Statement No. 123 (revised 2004), Accounting for Stock-Based Compensation, or FAS 123R, which mandated an expense for stock options beginning January 1, 2006. It was also concerned about the number of shares being granted on an annual basis. As a result, the GNC Committee structured the long-term equity program for 2006 using SARs and PARS for the named executive officers.

     SARs, like options, allow an executive to benefit from increases in our stock price. PARS would have value even if our stock price is stagnant or declines, but also offer the opportunity for share appreciation.

     After the value of the long-term incentive is established for each executive, the executive is awarded a combination of stock-settled SARs and PARS. The SARs value is weighted 50%, based on a Black-Scholes valuation similar to that used by us for accounting purposes, while the PARS value is discounted by 25% (from 50% of total long-term value to 37.5%) to account for its higher probability of having value at the end of the vesting period versus SARs.

     By using SARs and PARS, the GNC Committee significantly reduced the number of shares used on an annual basis for equity incentives, further aligned shareholder interests with those of the executives by tying executive gains to increases in shareholder value and promoted its retention philosophy by allowing key senior executives to receive value from their PARS if they were employed at the end of a six-year period, even if share price targets were not attained.

     Retirement Benefits. We provide retirement income from several sources for the named executive officers, as follows:

	•		The Lamson & Sessions Deferred Savings Plan – an Internal Revenue Code Section 401(k) qualified defined contribution plan under which all of our employees are eligible to defer receipt of their compensation on a tax-favored basis and receive Lamson matching contributions.
	•		The New Deferred Plan – a plan for our management and highly compensated employees, including the executive officers, under which they may defer the receipt of their base salary and bonus on a tax-deferred basis. If an executive officer who is a member of the Leadership Council elects to have his or her deferred bonus amount credited into a phantom Lamson common share account, restricted shares are issued to the participant under the 1998 Plan with a value equal to 20% of such deferred bonus amount. The Leadership Council is composed of our named executive officers and four additional officers. Amounts deferred by executive officers before 2005 are held in a similar program called The Lamson & Sessions Co. Deferred Compensation Plan for Executive Officers, which we refer to as the Pre-2005 Deferred Plan.
	•		The Lamson & Sessions Co. Salaried Employees’ Retirement Plan, which we refer to as the Qualified Plan – a qualified defined benefit pension plan that was closed to new entrants at the end of 2002 so that new hires or rehires after that date would not be participants. All of the named executive officers, with the exception of Mr. Merriman, are fully vested participants in this plan.
	•		The Supplemental Retirement Agreements for Messrs. Schulze, Merriman and Abel and The Lamson & Sessions Co. Supplemental Pension Plan, which we refer to as the Restoration Plan, provide for additional benefits not subject to the Internal Revenue Code compensation and benefit limits that apply to the Qualified Plan. These plans apply to the named executive officers, as shown in the Pension Benefits table.

     The GNC Committee believes the Supplemental Retirement Agreements and the Restoration Plan provide us with a greater ability to attract and retain key executives over the long-term. In particular, the GNC Committee believes that the development and implementation of the Supplemental Retirement Agreement for Mr. Merriman contributed significantly to his decision to become our President and CEO.

     Detailed present value amounts under each of the above named arrangements are outlined in the Pension Benefits Table, with changes in the year-end present value of accumulated benefits presented in to the Summary Compensation Table.

     Perquisites. We also provide a program of executive benefits and perquisites to our named executive officers, including car leases and maintenance, matching contributions to The Lamson & Sessions Co. Deferred Savings Plan (a qualified 401(k) plan), income tax preparation services, club dues, the cost of annual physicals and premiums on split-dollar life insurance policies. More details on these executive benefits and perquisites are provided in the “All Other Compensation” column in the Summary Compensation Table, as well as the related notes.

     The GNC Committee chooses to provide the executive benefits and perquisites for competitive reasons, primarily to attract and retain executive officers. The GNC Committee further believes the executive benefits and perquisites are similar to those provided by comparable companies, specifically based on their own experiences at other companies at which they have been associated with in the past.

GNC Committee Discretion

     The GNC Committee retains the discretion to increase or decrease EICP incentive payouts based on significant differences in individual or corporate performance with respect to all executive officers. The GNC Committee increased such payments for 2006 performance primarily because we exceeded the maximum under the EBITDA performance and such performance replicated the performance levels achieved in 2005, which in turn were well above those of the previous four years.

     The GNC Committee does not have the discretion to increase payouts made from the 1998 Plan that are intended to comply with Internal Revenue Code Section 162(m) protection (see “– Impact of Tax and Accounting Considerations” below) for any grants made from the 1998 Plan if the change would result in the loss of an otherwise available deduction.

Conclusion

     Pay opportunities for specific executive officers vary based on a number of factors such as scope of duties, tenure, experience and expertise in a particular functional area. Actual total compensation in a given year varies above or below targeted compensation levels based primarily on the attainment of short-term financial goals and whether or not certain levels of shareholder value have been attained. In some instances, the amount and structure of compensation results from arm’s-length negotiations with executives, as was the case with Mr. Merriman.

     Compensation levels and mix are considered within the context of performance and objective market pay data, as well as the subjective factors discussed above. The GNC Committee believes the pay programs for the named executive officers are within the defined competitive range of practices when compared to the objective comparative data.

     During 2006, the GNC Committee believes it adhered to our pay-for-performance executive pay philosophy by (1) making higher than historic increases to base pay in a year of our continued success, (2) paying out annual incentives based on achievement of pre-established financial goals, and (3) granting long-term incentives commensurate with market median levels.

Post-Termination Payments

Change-in-Control Payments

     Each executive officer is party to a CIC Agreement that specifies payments upon the occurrence of a change-in-control of Lamson and subsequent termination of the executive officer, as defined in the CIC Agreement. The GNC Committee considers such agreements necessary for management security and to ensure a smooth transition in the event of a change-in-control. The amounts that would be paid in the event of a change-in-control are presented in tabular form below in the table entitled “Payments upon Termination of Employment.” The text accompanying the table describes the circumstances in which payments would be made under the CIC Agreements and the methods for calculating the payment amounts. Mr. Schulze agreed on March 16, 2007 to terminate his CIC Agreement in connection with his retirement.

     All of the executive officers are eligible for tax gross-ups designed to cover any excise taxes related to payments determined to be in excess of the thresholds for “parachute payments” under Section 280G of the Internal Revenue Code, as well as related taxes on those amounts. The named executive officers will also vest in all unvested equity incentives upon a change-in-control, even if the executives are not terminated. The GNC Committee deemed such provisions to be competitive based on their own experiences and understanding of similar agreements at similar companies.

Severance Payments

     We do not have a severance program outside the context of a change-in-control, nor do we have any special severance arrangements for named executive officers, other than Mr. Merriman. In order to attract Mr. Merriman, the GNC Committee felt it was necessary to guarantee a certain degree of security to Mr. Merriman for the first three years of his employment. Under his severance agreement, he is entitled to receive two years of salary, eighteen months of health benefits and a further lump sum payment for an additional six months of health benefits should he be terminated other than for cause or as a result of his disability outside the context of a change-in-control. This agreement will expire on November 15, 2009, the third anniversary of his commencement of employment. The GNC Committee believed this was an appropriate compromise solution in the context of the absence of severance programs for the other executive officers as well as employees in general and the relatively higher risk for an executive coming to a new company as a mid-career hire.

Additional Compensation Policies

Timing and Pricing of Equity Grants

     In recent years, we have released earnings guidance regarding our fourth quarter and annual results about three weeks after the end of our fiscal year, followed by our earnings release in mid-February. Our GNC Committee has traditionally granted long-term incentive awards at its meeting held on the same date based on the average of the high and low share price on that date. This was the case with the stock-settled SARs granted by the GNC Committee at its meeting on February 16, 2006. The SARs grants were made with a $28.90 grant price, which represented the average of the high and low for the day, the method specified in the 1998 Plan to determine fair market value. The closing price for our common shares on that date was $25.45, as shown in the 2006 Grants of Plan-Based Awards table. PARS were also granted on the same day, and $28.90 was likewise used to determine the share price targets that will trigger accelerated vesting.

     The GNC Committee also makes equity grants in the context of a new hire or promotion. Accordingly, when Mr. Merriman commenced employment on November 15, 2006, he was granted SARs at a price of $21.355, which was the average of the high and low share prices on that date. The share closing price on that date was $21.40. A separate column in the 2006 Grants of Plan-Based Awards table reflects this difference. The share price targets for accelerated vesting of the PARS also was based on the $21.355 per share value. The share price targets for accelerated vesting of the PARS, as stated in the 2006 Grants of Plan-Based Awards table, were $32, $35 and $38. The attainment of each target results in the accelerated vesting of one-third of the PARS.

     Other than Mr. Merriman’s negotiation with regard to his initial grant in connection with his selection as President and CEO, none of our executive officers played a role in the GNC Committee’s decision on the timing of the 2006 equity grants. Following GNC Committee approval of the grants, our Human Resources and Finance departments administer the grants made under the 1998 Plan.

     In February 2007, the GNC Committee continued its practice of granting long-term incentive awards at its meeting that coincides with our earnings release. However, the GNC Committee set the grant price for the SARs granted on February 23, 2007 at the higher of (1) the average of the high and low share price on the date of grant ($30.23) and (2) the average of the high and low share price on February 16, 2007 ($29.235), the date of the fourth quarter and fiscal year earnings release. As a result, the SARs were granted with a grant price of $30.23. The PARS granted on the same day used the same method for determining the share price targets that will trigger accelerated vesting. Beginning in 2008, the GNC Committee expects to further separate the grant of equity incentives from the date of our earnings release.

Stock Ownership Guidelines and Hedging Policies

     The GNC Committee approved stock ownership guidelines for executives in 1997, denominated as a specific number of our common shares for each executive officer. Each named executive officer, with the exception of Mr. Merriman, owns enough common shares to meet the guidelines, as shown in the table below. Mr. Merriman will have a five-year period from his date of employment, or until November 15, 2011, to meet his share ownership guideline of 150,000 shares.

				Share Ownership		Actual Shares
Executive		Title		Guideline		Owned(1)
John B. Schulze		Chairman and former Chief Executive Officer		150,000		238,262
Michael J. Merriman, Jr.		President and Chief Executive Officer		150,000		23,919
James J. Abel		Executive Vice President and Chief Financial Officer		45,000		223,542
Donald A. Gutierrez		Senior Vice President		14,000		22,444
Norman P. Sutterer		Senior Vice President		14,000		23,444
Eileen E. Clancy		Vice President		14,000		15,849

Impact of Tax and Accounting Considerations

     In general, the GNC Committee takes into the account the various tax and accounting implications of our compensation vehicles.

     The GNC Committee examines the accounting cost associated with long-term incentive grants when determining the amounts of such grants to executive officers and employees. The implementation of an accounting expense for stock options under FAS 123R led the GNC Committee to explore other alternatives for equity incentives, particularly in the context of the high dilution rates associated with options. The exercise led to the decision to use SARs and PARS, resulting in similar accounting charges to options, but significantly lower dilution rates versus past practices.

     Section 162(m) of the Internal Revenue Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the chief executive officer and the next four highest compensated officers. Exceptions are made for qualified performance-based compensation, among other things. It is the GNC Committee’s policy to maximize the effectiveness of our executive compensation plans in this regard. SARs are considered performance-oriented and tax deductible under Section 162(m). Salaries, annual incentives and PARS may be tax deductible to the extent that they total less than $1 million for each named executive officer. During 2006, Mr. Schulze exceeded $1 million in compensation based on the combination of salary and annual incentives. As a result, we did not get a tax deduction for the amount in excess of $1 million. We believed this was an acceptable tradeoff for maintaining positive discretion with regard to annual incentive payouts. We may revisit this issue in future years.

GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE REPORT

     We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Lamson & Sessions’ Annual Report on Form 10-K for the year ended December 30, 2006 and the proxy statement for its 2007 annual meeting of shareholders.

     This report has been furnished by the Governance, Nominating and Compensation Committee of the Board of Directors.

GOVERNANCE, NOMINATING AND
COMPENSATION COMMITTEE

D. Van Skilling, Chairman
James T. Bartlett
John C. Dannemiller
William E. MacDonald, III
A. Malachi Mixon, III

SUMMARY COMPENSATION TABLE

     The following table sets forth the total compensation paid or earned by each of the named executive officers for the fiscal year ended December 30, 2006. Other than Mr. Merriman, we have not entered into any employment agreements with any of the named executive officers.

     On November 15, 2006, Mr. Merriman joined us as our President and CEO. Mr. Merriman previously served as a non-employee director on our Board. Accordingly, while compensation he earned from us in 2006 is included in the table below, including fees he earned as a non-employee director, his 2007 compensation will be more comparable to that earned by Mr. Schulze, our previous President and CEO, in 2006. Mr. Schulze will retire as an executive effective April 30, 2007, but he will continue to serve as non-executive Chairman of the Board until our 2008 annual meeting and the election and qualification of his successor.

     Each of the named executive officers received annual incentive awards under the EICP, other than Mr. Merriman, who received a pro rata award under the EICP based on his employment start date. As described in the Compensation Discussion and Analysis, because, for the second consecutive year, our EBITDA performance exceeded the achievement level we had set for maximum payout, the GNC Committee used its discretion to award additional bonuses to each of the named executive officers. The portion of the annual incentive award that was paid as a result of this exercise of discretion appears in the “Bonus” column, together with amounts paid in recognition of realization of personal goals and objectives and a pro rata award for Mr. Merriman. The portion of the annual incentive award that was paid as a result of the achievement of the EBITDA maximum target is included in the “Non-Equity Incentive Plan Compensation” column, including a pro rata award to Mr. Merriman. Mr. Merriman’s signing bonus appears in the “Bonus” column as well.

     Long-term incentives in 2006 consisted of a combination of SARs and PARS. The amounts included in the “Stock Awards” column reflect the FAS 123R expense related to PARS and restricted shares. The amounts included in the “Option

Awards” column reflect the FAS 123R expense related to SARs and non-qualified stock options. Prior to 2006, the GNC Committee used stock options as its main vehicle to deliver long-term compensation, and amounts included for stock options reflect those granted in previous years. The restricted shares were granted in connection with deferrals under our deferred compensation plans. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table – Stock and Option Awards” for more information regarding those plans.

2006 SUMMARY COMPENSATION TABLE

																										Change in
																										Pension Value
																										and
																										Nonqualified
																						Non-Equity				Deferred				All Other
														Stock				Option				Incentive Plan				Compensation				Compen-
Name and						Salary(1)				Bonus(2)				Awards(3)				Awards(3)				Compensation(4)				Earnings(5)				sation				Total
Principal Position		Year				($)				($)				($)				($)				($)				($)				($)(6)				($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
John B. Schulze Chairman and former Chief Executive Officer			2006				540,000				99,000				41,125				391,715				792,000				19,820				64,943				1,948,603
Michael J. Merriman, Jr. President and Chief Executive Officer			2006				90,173	(7)			287,800	(8)			31,529				20,795				92,770				85	(9)			0				523,152
James J. Abel Executive Vice President, Chief Financial Officer			2006				347,500				136,500				15,817				168,218				336,000				305,941				51,396				1,361,372
Donald A. Gutierrez Senior Vice President			2006				273,000				87,360				14,204				100,841				215,040				41,286				44,715				776,446
Norman P. Sutterer Senior Vice President			2006				231,000				73,320				10,077				91,117				180,480				83,206				36,144				705,344
Eileen E. Clancy Vice President			2006				176,000				49,140				7,405				44,545				120,960				62,163				36,660				496,873

GRANTS OF PLAN-BASED AWARDS

     The following table sets forth information about all grants made during 2006 to the named executive officers of annual non-equity incentives under the EICP and of long-term equity incentives in the form of PARS and SARs under the 1998 Plan.

     The EICP provides specific cash compensation to all of the named executive officers, depending upon the level of EBITDA attained by us for the year. Mr. Schulze’s and Mr. Merriman’s entire goals are based on EBITDA, compared to 80% of the annual award opportunity for all other named executive officers (the other 20% is based on personal goals, as described above). As described in the Compensation Discussion and Analysis and in the lead-in to the Summary Compensation Table, because, for the second consecutive year, our EBITDA performance exceeded the achievement level we had set for a maximum payout under our EICP, the GNC Committee used its discretion to award additional bonuses to each of the named executive officers. The amounts included in the table below are the threshold, target and maximum as established at the outset under the EICP. No threshold amount is included for Mr. Merriman’s EICP grant as he was guaranteed an award of at least the target amount for 2006 pursuant to his offer letter.

     Grants under the 1998 Plan were made as restricted shares, PARS and SARs. Descriptions of these three types of grants and the reason for these types of grants are in the Compensation Discussion and Analysis. How these grants vest and how the value shown in column (k) of the Grants of Plan-Based Awards table was calculated is explained below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table – Stock and Option Awards.” The amounts shown in column (l) are the full grant date values, as determined under FAS 123R for grants made in 2006. For 2006 grants, FAS 123R values were calculated by the independent consulting firm Stout Risius Ross, Inc. For grants before 2006, we performed our own FAS 123R calculations internally.

2006 Grants of Plan-Based Awards

Estimated

All Other Option

Grant Date

Future

All Other Stock

Awards: Number

Exercise or

Fair Value of

Payouts Under

Awards: Number

of Securities

Base Price of

Closing Price of

Stock and

Equity

of Shares of

Underlying

Option

Stock on Date

Option

Grant

Estimated Future Payouts Under

Incentive Plan

Stock or Units

Options

Awards(4)

of Option Grant

Awards(5)

Name

Date

Non-Equity Incentive Plan Awards

Awards(1)

(#)(2)

(#)(3)

($/Sh)

($/Sh)

($)

Threshold

Target

Maximum(6)

Target (#)

($)

($)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

John B. Schulze

SARs

02/16/06

26,600

28.90

25.45

355,642

PARS

02/16/06

9,800

283,220

EICP

02/16/06

99,000

396,000

792,000

Michael J. Merriman, Jr.

Restricted shares

04/28/06

3,919

99,993

SARs

11/15/06

50,000

21.355

21.40

495,000

PARS

11/15/06

20,000

427,100

EICP

11/15/06

46,385

92,770

James J. Abel

SARs

02/16/06

10,000

28.90

25.45

133,700

PARS

02/16/06

3,700

106,930

EICP

02/16/06

42,000

168,000

336,000

Donald A. Gutierrez

SARs

02/16/06

7,400

28.90

25.45

213,860

PARS

02/16/06

2,700

78,030

Restricted shares

02/16/06

198

5,722

EICP

02/16/06

26,880

107,520

215,040

Norman P. Sutterer

SARs

02/16/06

5,000

28.90

25.45

66,850

PARS

02/16/06

1,800

52,020

Restricted shares

02/16/06

175

5,058

EICP

02/16/06

22,560

90,240

180,480

Eileen E. Clancy

SARs

02/16/06

2,600

28.90

25.45

34,762

PARS

02/16/06

900

26,010

Restricted shares

02/16/06

227

6,560

EICP

02/16/06

15,120

60,480

120,960

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

Executive Employment Arrangements

     Except for Mr. Merriman, none of the named executive officers has an employment agreement with us. As the President and CEO, Mr. Merriman accepted an employment offer letter and entered into an individual severance agreement with us. By the terms of the employment offer letter, Mr. Merriman’s annual base salary is set at $500,000, and he will be eligible to receive an annual bonus of at least 72% of base salary upon the attainment of certain objectives (but such bonus was required to be at least $45,000 for 2006, payable no later than March 15, 2007; and at least $360,000 for 2007, payable no later than March 15, 2008). For 2007, his annual bonus will be based on the attainment of certain EBITDA objectives. Mr. Merriman also received a sign-on bonus of $275,000, paid on January 2, 2007, and received on November 15, 2006, initial equity grants of 50,000 stock-settled SARs, vesting one-third each over three years and 20,000 PARS, both pursuant to the 1998 Plan. Under his severance agreement, if he is terminated other than “for cause” in the first three years of his employment with us, the agreement provides him continued health and welfare benefits for 18 months, a lump sum payment for the value of an additional six months of health and welfare benefits, and a lump sum payment equal to two times his base salary as of the date of any such termination. Mr. Merriman is also party to a CIC Agreement, discussed below, that provides for payments upon the occurrence of a change-in-control and his subsequent termination of employment. Should Mr. Merriman become entitled to benefits under his severance agreement and his CIC Agreement, his severance agreement provides that he will receive benefits under whichever agreement provides for greater benefits, but will not be entitled to benefits under both agreements.

     Otherwise, we are not obligated to follow any particular severance payment practice, other than the provision for accelerated vesting upon a change-in-control contained in all outstanding grants of stock options, SARs, PARS and restricted shares and the terms of each executive officer’s CIC Agreement with us, as discussed in more detail below under “Other Payments upon Termination of Employment.”

     Mr. Merriman was also provided a Supplemental Retirement Agreement, which is described below under “Retirement Plans and Benefits – The Supplemental Retirement Agreements.”

Base Salary and Bonuses

     The GNC Committee annually reviews and adjusts base pay, keeping with the overall objectives, pay philosophy and relative position with comparable companies, all as discussed in more detail in the Compensation Discussion & Analysis. Bonus amounts shown in the Summary Compensation Table include the discretionary part of awards earned under the 2006 EICP based on subjective assessment of each executive’s performance for 2006 against specific personal goals and objectives.

     As a result, for 2006, base salary (including amounts deferred to the New Deferred Plan) and bonuses were 33% of Total Compensation shown in the Summary Compensation Table for Mr. Schulze; 36% for Mr. Abel; 46% for Mr. Gutierrez; 43% for Mr. Sutterer; and 45% for Ms Clancy. In summary, the sum of each executive’s base salary and bonus was from approximately one-third of Total Compensation for the year for Messrs. Schulze and Abel to less than half of Total Compensation for the year for the other named executive officers, as shown in the Summary Compensation Table, in keeping with our compensation objectives and philosophy, as discussed in the Compensation Discussion and Analysis. Mr. Merriman’s base salary and bonus for 2006 was 72% of his Total Compensation shown in the Summary Compensation Table. This percentage is attributable in significant part to Mr. Merriman’s initial signing bonus and the inclusion of his director’s fees in salary. This percentage is expected to be similar to those of the other executives in 2007 and the future.

Stock and Option Awards

     Non-qualified stock options whose value is included in column (f) of the Summary Compensation Table were granted in 2003, 2004 and 2005. No options were granted in 2006. Instead, SARs were granted in 2006, and the expense related to them is also included in the numbers in column (f). Both the stock option grants and the SARs vest one-third each year over the three years following the grant date and expire after ten years, if not exercised before then.

     We also began to grant PARS in 2006. The PARS vest after six years, but may vest sooner, depending upon our common share price performance. One-third of the PARS granted in 2006 vest if our common shares trade at or above $32.00 for a period of twenty days; another third if the stock trades at or above $35.00 for a 20-day period; and the final third, if the stock trades at or above $38.00 for a 20-day period.

     Grants of restricted shares were made in 2005 and 2006, including grants equal to 20% of the value of any portion of the executive’s incentive under the EICP for 2004 or 2005, respectively, which the executive elected to defer into the New Deferred Plan into a phantom Lamson common share account (discussed further below with the Non-Qualified Deferred Compensation table). The expenses for those grants are represented in the numbers in column (e) of the Summary Compensation Table, along with the expense taken for grants of PARS in 2006. The restricted shares vest after three years from the date of grant. Restricted shares were expensed based on the average of the high and low trading price for our common shares on the grant date, spread over the three-year vesting period of the grants.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Outstanding Equity Awards at Fiscal Year-End 2006

		Option Awards																				Stock Awards
										Equity
										Incentive Plan
										Awards:																Market				Equity Incentive				Equity Incentive
		Number of				Number of				Number of												Number of				Value of				Plan Awards:				Plan Awards:
		Securities				Securities				Securities												Shares or				Shares or				Number of				Market or Payout
		Underlying				Underlying				Underlying												Units of				Units of				Unearned Shares,				Value of Unearned
		Unexercised				Unexercised				Unexercised				Option								Stock That				Stock That				Units or Other				Shares, Units or
		Options				Options				Unearned				Exercise								Have Not				Have Not				Rights That Have				Other Rights That
		(#)				(#)				Options				Price				Option				Vested				Vested				Not Vested				Have Not Vested
Name		Exercisable				Unexercisable				(#)				($)				Expiration Date				(#)(1)				($)(2)				(#)(3)				($)(2)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
John B. Schulze			71,600												9.880				02/21/11
			66,667	(4)			33,333								6.475				04/30/14
			33,333	(5)			66,667								9.725				04/29/15
							26,600	(6)							28.900				02/16/16
																															9,800				237,748
Michael J. Merriman, Jr.							50,000	(6)							21.355				11/15/16
																							3,919				95,075
																															20,000				485,200
James J. Abel			31,000												7.938				02/26/07
			35,000												6.938				02/26/08
			40,000												4.968				02/25/09
			40,000												6.625				02/23/10
			35,000												9.880				02/21/11
			40,000												4.100				02/20/12
			40,000												3.440				02/18/13
			30,000	(4)			15,000								6.475				04/30/14
			15,000	(5)			30,000								9.725				04/29/15
							10,000	(6)							28.900				02/16/16
																															3,700				89,762
Donald A. Gutierrez			20,000												9.880				02/21/11
			25,000												4.100				02/20/12
			25,000												3.440				02/18/13
			16,667	(4)			8,333								6.475				04/30/14
																							341				8,273
			8,333	(5)			16,667								9.725				04/29/15
																							198				4,803
							7,400	(6)							28.900				02/16/16
																															2,700				65,502
Norman P. Sutterer							8,333	(4)							6.475				04/30/14
																							297				7,205
			8,333	(5)			16,667								9.725				04/29/15
																							175				4,246
							5,000	(6)							28.900				02/16/16
																															1,800				43,668
Eileen E. Clancy			10,000												3.440				02/18/13
			8,000	(4)			4,000								6.475				04/30/14
																							486				11,790
			4,000	(5)			8,000								9.725				04/29/15
																							227				5,507
							2,600	(6)							28.900				02/16/16
																															900				21,834

OPTION EXERCISES AND STOCK VESTED

2006 Option Exercises and Stock Vested

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired
		Exercise				Exercise				on Vesting				Value Realized on Vesting
Name		(#)				($)(1)				(#)				($)(2)
(a)		(b)				(c)				(d)				(e)
John B. Schulze			433,400				9,972,246				0				0
Michael J. Merriman, Jr.			0				0				0				0
James J. Abel			27,000				484,704				1,888				50,391
Donald A. Gutierrez			25,000				562,554				433				11,557
Norman P. Sutterer			71,667				1,409,376				370				9,875
Eileen E. Clancy			0				0				591				15,774

RETIREMENT PLANS AND BENEFITS

2006 Pension Benefits

								Payments
						Present		During
				Number of		Value of		Last
				Years Credited		Accumulated		Fiscal
				Service		Benefit(1)		Year
Name		Plan Name		(#)		($)		($)
(a)		(b)		(c)		(d)		(e)
John B. Schulze(2)		Qualified Plan		19.0000		756,722		0
		Supplemental Retirement Agreement		19.0000		2,079,544(3)		0
Michael J. Merriman, Jr.(4)		Supplemental Retirement Agreement		0.1250(5)		85(6)		0
James J. Abel		Qualified Plan		16.0000		391,378		0
		Supplemental Retirement Agreement		16.0000		1,853,264		0
Donald A. Gutierrez		Qualified Plan		10.4167		129,648		0
		Restoration Plan		10.4167		105,528		0
Norman P. Sutterer		Qualified Plan		18.0000		355,005		0
		Restoration Plan		18.0000		171,139		0
Eileen E. Clancy		Qualified Plan		11.5000		194,655		0
		Restoration Plan		11.5000		27,476		0

(1)

The “Present Value of Accumulated Benefit” shown in column (d) of the Pension Benefit Table for each plan for each named executive officer is the lump-sum value as of December 31, 2006 of the annual pension benefit earned as of December 31, 2006 that would be payable under that plan for the executive’s life beginning on the named executive officer’s normal retirement age. The normal retirement age is defined as age 65 in each of the plans. The assumptions we used to determine the lump-sum value and the annual pension benefits are as follows:

	•		Interest rate for present values: 6.1%
	•		Assumed retirement age: Later of age 65 or current age.
	•		Mortality: RP-2000 Combined Healthy Mortality Tables for males and females (post-retirement only).
	•		Pre-retirement decrements: None.
	•		For 2006, the Internal Revenue Code pay limit was $220,000 and the maximum benefit was $175,000.

(2)

Mr. Schulze is currently over age 65 so his benefits were assumed to commence immediately. Under pension regulations, the benefit payable from the Qualified Plan to Mr. Schulze cannot be less than the actuarial equivalent of the benefit he had earned as of age 65.

(3)

On March 16, 2007, we and Mr. Schulze entered into an agreement to provide him with a payment in the event he elects the 100% joint and survivor annuity form of payment under the Qualified Plan. Payable on November 1, 2007, the estimated payment is $295,960 and is not included in this amount.

(4)

Mr. Merriman will not be eligible to participate in the Qualified Plan, which was closed to new participants after 2002. He began participation in his Supplemental Retirement Agreement on November 15, 2006, as described in the narrative to this table.

(5)

Mr. Merriman is credited with two years of service for each of his first ten years of employment, and one year for each year thereafter.

(6)

This amount represents what Mr. Merriman accrued during 2006 under his Supplemental Retirement Agreement in effect on December 30, 2006. As discussed below, the agreement was amended on March 16, 2007.

     We maintain three types of defined benefit retirement arrangements for salaried employees. One is Qualified Plan, which provides funded, tax-qualified benefits subject to the limits on compensation and benefits under the Internal Revenue Code. The second is the individual Supplemental Retirement Agreements for Messrs. Schulze, Merriman and Abel, each of which provides unfunded, non-qualified benefits that are in addition to those offered under the Qualified Plan. The benefits under the Supplemental Retirement Agreements are calculated under a formula similar to that of the Qualified Plan, but without the compensation and benefit limits and with different eligibility and valuation for early payments. The benefits under each Supplemental Retirement Agreement are offset by benefits provided under the Qualified Plan (except for Mr. Merriman, who cannot participate in the Qualified Plan). The third is the Restoration Plan, which provides unfunded, non-qualified benefits based on the same formula as the Qualified Plan, but only to the extent the Qualified Plan may not provide benefits under that formula, because of the compensation and benefit limits under the Internal Revenue Code.

     These arrangements are intended to provide the named executive officers with retirement income substantially equivalent to that provided to all other employees under the Qualified Plan, but without the limitations on compensation and benefits placed on the Qualified Plan, for which funding is tax-deductible when paid. As a result, the named executive officers can expect a retirement income that replaces a portion of their total final average income.

     In addition, we provided Mr. Merriman with a Supplemental Retirement Agreement to provide him a pension benefit substantially equivalent to what he would have accrued under the Qualified Plan, without regard to the limits on compensation and benefits under the Internal Revenue Code and as if he had worked a full career at Lamson.

     The following describes the key provisions of each plan.

Qualified Plan

     The Qualified Plan provides a monthly benefit equal to 50% of average monthly compensation less 50% of the Primary Insurance Amount, reduced proportionately if Credited Service is less than 30 years. The Primary Insurance Amount used in the formulas of all three arrangements is the estimated monthly amount an employee may expect to receive from Social Security, if he or she retires at Social Security retirement age (usually 65), based on his or her average monthly income while working. The minimum pension is $10.00 per year of service (up to a maximum of 30 years.)

     The benefit payable from the Qualified Plan is reduced by any insured benefit payable under the terms of the former Salaried Employees’ Retirement Plan, which was terminated on September 30, 1984.

     All of our salaried employees are eligible to participate in the Qualified Plan, provided they were hired before January 1, 2003. Participants become 100% vested after five years of vesting service. All the named executive officers, other than Mr. Merriman, participate and are fully vested in the Qualified Plan.

     Average monthly compensation is the average of compensation during the five highest consecutive calendar years out of the last ten. Compensation is generally equal to the total amount that is included in income (such as salary and recurring payments under any form of variable compensation plan, other than stock options and other long-term awards), plus salary reduction amounts deferred under the cafeteria benefit plan under section 125 of the Internal Revenue Code and the retirement account plan under section 401(k) of the Internal Revenue Code. Items excluded from compensation include non-qualified deferred compensation payments, commissions, fringe benefits and expense reimbursements and allowances. The annual salary and bonus for the current year for the named executive officers is indicated in the Summary Compensation Table. Each year’s compensation for the Qualified Plan is limited by the compensation limits under the Internal Revenue Code.

     Benefits are payable at age 65. However, if a participant retires after attaining age 55 with ten years of service, reduced benefits may be received as early as age 55. Upon early retirement, the benefits are reduced 3% per year for each of the first five years and 7% for each additional year that early retirement precedes age 65. If the participant has 30 years of service at retirement, benefits may commence without reduction at age 62, or as early as age 55, with benefits reduced 8% for the first year and 7% for each additional year that early retirement precedes age 62.

     An employee may elect to receive his or her benefit on a straight-life or joint and survivor annuity basis. As required by the Internal Revenue Code, benefits are paid on a straight-life annuity basis, if an employee is not married, and on an actuarially equivalent joint and 50% survivor annuity basis, if an employee is married, if no election is made. Lump sum payments are not available.

The Supplemental Retirement Agreements

Schulze and Abel Supplemental Retirement Agreements

     Messrs. Schulze and Abel each participate in an individual Supplemental Retirement Agreement that provides a monthly benefit equal to 50% of average monthly compensation less 50% of the Primary Insurance Amount. Average monthly compensation is as defined in the Qualified Plan. The minimum pension is $10.00 per year of service (up to a maximum of 30 years). If the executive retires prior to age 62, the benefit is reduced by multiplying the benefit by the ratio of actual years of employment to total years of employment assuming the executive had remained in employment until age 65.

     The benefit payable under each agreement is reduced by the Qualified Plan benefit and any other defined benefit plan benefit provided to the executive by us, any of our divisions or subsidiaries or any prior employer. Each executive becomes eligible to receive a benefit in this plan after attaining age 55 with five years of service, with accelerated vesting upon a change-in-control. Both Messrs. Schulze and Abel have met the age 55 and five years of service vesting requirements.

     Benefits are payable at age 65, however if a participant retires after attaining age 55 with five years of service, reduced benefits may be received as early as age 55. Benefits may commence without reduction at age 62, or as early as age 55, with benefits reduced 8% for the first year and 7% for each additional year that early retirement precedes age 62.

     An employee will receive his or her benefit on a straight-life basis or on an actuarially equivalent joint and 50% survivor basis. Lump sum payments are not available.

Merriman Supplemental Retirement Agreement

     Mr. Merriman also participates in an individual Supplemental Retirement Agreement. Mr. Merriman’s agreement is the same as Mr. Schulze’s agreement, with the following differences in benefit calculations: (i) Mr. Merriman’s benefit is not reduced by benefits under any other defined benefit plans (because Mr. Merriman is not a participant in the Qualified Plan); (ii) if Mr. Merriman retires prior to age 62, the ratio for reducing his benefit is calculated by crediting him with two years of service for each of his first ten years of employment, and one year for each year thereafter; (iii) under an amendment to the agreement dated March 16, 2007, if Mr. Merriman terminates during 2007 or 2008 when eligible for a benefit, his benefit calculation will be based on his base salary rate and his target incentive pay on the date of termination; and (iv) under the same amendment, if Mr. Merriman terminates during 2009, 2010 or 2011 when eligible for a benefit, his benefit calculation will be based on the annualized average of the cash compensation paid to him while employed by us.

Schulze Supplemental Retirement Pension Subsidy

     We and Mr. Schulze entered into an agreement, under which Mr. Schulze may receive an additional payment if, upon his retirement, he elects to receive his pension benefit under the retirement plan in the form of a 100% joint and survivor annuity. In that event, Mr. Schulze will receive a lump sum payment in an amount equal to the difference between (i) the present value of the supplemental retirement benefit payable to Mr. Schulze under his Supplemental Retirement Agreement in the form of a 50% joint and spousal annuity and (ii) the present value of the supplemental retirement benefit that would be payable to Mr. Schulze if his benefit under his Supplemental Retirement Agreement were payable in the form of a subsidized 100% joint and survivor annuity.

     The agreements are non-qualified; Internal Revenue Code pay and benefit limits are not applied.

The Restoration Plan

     The Restoration Plan is a non-qualified plan. Benefits provided are equal to the amount of benefit not provided under the Qualified Plan solely due to the application of the Internal Revenue Code pay and benefit limitations. All other specifications are as defined above for the Qualified Plan. Participants must be designated by the Board of Directors to be eligible to participate in this plan.

DEFERRED COMPENSATION PLANS

     The following table summarizes our named executive officers’ compensation under the Pre-2005 Deferred Plan, and the New Deferred Plan, which we collectively refer to as the Deferred Compensation Plans.

2006 Non-Qualified Deferred Compensation

				Executive		Registrant		Aggregate		Aggregate		Aggregate
				Contributions		Contributions in		Earnings in		Withdrawals/		Balance at
				in Last FY(1)		Last FY(2)		Last FY(3)		Distributions		Last FYE(4)
Name				($)		($)		($)		($)		($)
(a)		Plan		(b)		(c)		(d)		(e)		(f)
John B. Schulze		Pre-2005 Deferred Plan		0		0		0		0		0
		New Deferred Plan		0		0		0		0		0
Michael J.		Pre-2005 Deferred Plan		0		0		0		0		0
Merriman, Jr.		New Deferred Plan		0		0		0		0		0
James J. Abel		Pre-2005 Deferred Plan		0		0		15,776		251,954		238
		New Deferred Plan		0		0		0		0		0
Donald A. Gutierrez		Pre-2005 Deferred Plan		0		0		2,321		57,837		41,436
		New Deferred Plan		28,600		0		-5,805		0		30,360
Norman P. Sutterer		Pre-2005 Deferred Plan		0		0		31		49,403		97,455
		New Deferred Plan		25,350		0		-5,141		0		26,888
Eileen E. Clancy		Pre-2005 Deferred Plan		0		0		3,085		78,842		59,029
		New Deferred Plan		32,735		0		-6,640		0		34,733

     Originally effective June 30, 1999, the Pre-2005 Deferred Plan was amended and restated effective October 8, 2001. In order to segregate amounts deferred before January 1, 2005 (the effective date of Internal Revenue Code Section 409A, which applies new rules to non-qualified deferred compensation) and amounts deferred on and after January 1, 2005, we adopted the New Deferred Plan effective January 1, 2005. Amounts deferred by an executive officer before January 1, 2005 are held under the terms of the Pre-2005 Deferred Plan. Amounts deferred on and after January 1, 2005 are held under the terms of the New Deferred Plan. For 2005 and 2006, executives could elect to defer a portion of their annual incentive awards. For 2007 and later years, the New Deferred Plan permits executives to elect on or before December 31 to defer all or a portion of their base salary for the following year and their annual incentive awards to be earned in the following year under the EICP. Deferrals for 2005 and 2006 were deemed to be invested in a phantom common shares account. For deferrals after 2006, participants are permitted to choose reference investment funds (generally mutual funds and a phantom Lamson common share account) in which their deferrals are deemed to be invested. In addition, for those executives who elect to defer a portion of their incentive

awards into a phantom Lamson common share account, we match 20% of the deferred amounts in the form of a grant of restricted shares to these executives, issued from the 1998 Plan and vesting in three years (or earlier upon the retirement, death or disability of the executive or upon a change-in-control). Grants of restricted shares are made in the year after the year for which the EICP incentive is earned. So, for example, the grants shown in column (g) of the Grants of Plan-Based Awards table above are 2006 grants, but are in connection with deferrals of EICP incentives earned for 2005 services, determined and paid in early 2006.

     Although we are under no obligation to set aside funds specifically designated to pay Deferred Compensation Plan benefits, funds equal to the value of the deferrals attributable to calendar years before 2007 are transferred in trust to National City Bank, as trustee, for investment in our common shares. In 2007, a second trust was created to hold life insurance policies on the lives of those eligible participants who consent. These life insurance policies are intended to serve as a long-term funding vehicle for the post-2006 liabilities under the Deferred Compensation Plans. Beginning in 2007, to the extent that participants elect to invest their deferrals into a phantom Lamson common share account, such deferrals continue to be transferred in trust to National City Bank for investment in our common shares. The assets in the trusts are part of our general assets, intended to pay the benefits provided under the Deferred Compensation Plans but are available to creditors in the event of our insolvency, just as any of our other general assets, unless distributed earlier to the executives under the normal operations of the Deferred Compensation Plans. In other words, each executive participating in the Deferred Compensation Plans is an unsecured general creditor of ours with respect to the payment of the executive’s Deferred Compensation Plan benefits. Earnings are credited to each executive’s account to the extent of any appreciation, dividends, or other distributions on the shares held by the trustee with regard to that account.

     Amounts deferred on behalf of an executive, and all amounts credited to the account attributable to those shares, are distributed as soon as practicable to the executive after the payment date specified at the time of the deferral, or if earlier, upon the occurrence of a change-in-control or the date of the executive’s death, disability or termination of employment. However, if an executive is a “specified employee” under Section 409A of the Internal Revenue Code, payment is delayed for a period of six months with respect to amounts accrued after 2004. Amounts invested in our common shares will be distributed in kind. Distribution may be made earlier, if the GNC Committee determines that the executive has suffered a severe financial hardship as a result of unforeseeable and extraordinary circumstances beyond the control of the executive, such as unexpected illness or accident or loss of property due to a casualty.

OTHER PAYMENTS UPON TERMINATION OF EMPLOYMENT

     The table below shows potential payouts for each executive officer in the context of each of a number of different employment termination scenarios, including death, disability, retirement, for cause, change-in-control, without cause and resignation. In each case, the executive officer’s employment is treated as having terminated on December 30, 2006. Additional amounts payable, if any, would include those benefits and payments that are generally provided on a non-discriminatory basis to salaried employees upon termination of employment.

Payments upon Termination of Employment

														Termination				Following				Termination
														For				Change-in-				Without
Executive		Death				Disability				Retirement				Cause				Control				Cause				Resignation
John B. Schulze Cash Severance		$	0			$	0			$	0			$	0			$	3,466,430	(1)		$	0			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	35,438	(1)		$	0			$	0
Unvested Equity		$	1,799,581			$	1,799,581			$	1,561,833			$	0			$	1,799,581			$	0			$	0
Retirement Plans – Qualified(2)		$	371,635			$	756,722			$	756,722			$	756,722			$	756,722			$	756,722			$	756,722
Retirement Plans – Non-Qualified(2)		$	1,021,287			$	2,079,543			$	2,079,543			$	0			$	2,079,543			$	2,079,543			$	2,079,543
Additional Retirement Benefits(3)(4)		$	0			$	0			$	0			$	0			$	2,176,355	(1)		$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	2,334,562	(1)		$	0			$	0
Total		$	3,192,503			$	4,635,846			$	4,398,098			$	756,722			$	12,648,631	(1)		$	2,836,265			$	2,836,265
Michael J. Merriman, Jr. Cash Severance		$	0			$	0			$	0			$	0			$	1,373,714			$	1,000,000			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	34,265			$	20,634			$	0
Unvested Equity		$	725,525			$	725,525			$	145,250			$	0			$	725,525			$	0			$	0
Retirement Plans – Non-Qualified(2)(5)		$	0			$	0			$	0			$	0			$	42			$	0			$	0
Additional Retirement Benefits(3)		$	0			$	0			$	0			$	0			$	434,718			$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	973,518			$	0			$	0
Total		$	725,525			$	725,525			$	145,250			$	0			$	3,541,782			$	1,020,634			$	0
James J. Abel Cash Severance		$	0			$	0			$	0			$	0			$	1,441,029	(6)		$	0			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	28,404			$	0			$	0
Unvested Equity		$	792,587			$	792,587			$	702,825			$	0			$	792,587			$	0			$	0
Retirement Plans – Qualified(2)(7)		$	236,547			$	485,235			$	485,235			$	485,235			$	485,235			$	485,235			$	485,235
Retirement Plans – Non-Qualified(2)(7)		$	880,525			$	1,806,243			$	1,806,243			$	0			$	1,806,243			$	1,806,243			$	1,806,243
Additional Retirement Benefits(3)		$	0			$	0			$	0			$	0			$	1,615,643			$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	1,384,351	(6)		$	0			$	0
Total		$	1,909,659			$	3,084,065			$	2,994,303			$	485,235			$	7,553,492	(6)		$	2,291,478			$	2,291,478
Donald A. Gutierrez Cash Severance		$	0			$	0			$	0			$	0			$	958,237	(6)		$	0			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	28,404			$	0			$	0
Unvested Equity		$	469,036			$	469,036			$	390,458			$	0			$	469,036			$	0			$	0
Retirement Plans – Qualified(2)		$	69,847			$	129,648			$	129,648			$	129,648			$	129,648			$	129,648			$	129,648
Retirement Plans – Non-Qualified(2)		$	56,853			$	105,528			$	105,528			$	105,528			$	105,528			$	105,528			$	105,528
Additional Retirement Benefits(3)		$	0			$	0			$	0			$	0			$	136,571			$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Total		$	595,736			$	704,212			$	625,634			$	235,176			$	1,827,424	(6)		$	235,176			$	235,176
Norman P. Sutterer Cash Severance		$	0			$	0			$	0			$	0			$	822,301	(6)		$	0			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	28,404			$	0			$	0
Unvested Equity		$	445,577			$	445,577			$	390,458			$	0			$	445,577			$	0			$	0
Retirement Plans – Qualified(2)		$	219,685			$	441,788			$	441,788			$	441,788			$	441,788			$	441,788			$	441,788
Retirement Plans – Non-Qualified(2)		$	105,904			$	212,975			$	212,975			$	212,975			$	212,975			$	212,975			$	212,975
Additional Retirement Benefits(3)		$	0			$	0			$	0			$	0			$	321,753			$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	0			$	0			$	0
Total		$	771,166			$	1,100,340			$	1,045,221			$	654,763			$	2,272,798	(6)		$	654,763			$	654,763
Eileen E. Clancy Cash Severance		$	0			$	0			$	0			$	0			$	585,851	(6)		$	0			$	0
Benefit Continuation		$	0			$	0			$	0			$	0			$	9,283			$	0			$	0
Unvested Equity		$	226,551			$	226,551			$	187,420			$	0			$	226,551			$	0			$	0
Retirement Plans – Qualified(2)		$	0			$	228,713			$	228,713			$	228,713			$	228,713			$	228,713			$	228,713
Retirement Plans – Non-Qualified(2)		$	0			$	32,283			$	32,283			$	32,283			$	32,283			$	32,283			$	32,283
Additional Retirement Benefits(3)		$	0			$	0			$	0			$	0			$	158,354			$	0			$	0
Excise Tax Gross Up		$	0			$	0			$	0			$	0			$	278,876	(6)		$	0			$	0
Total		$	226,551			$	487,547			$	448,416			$	260,996			$	1,519,911	(6)		$	260,996			$	260,996