Fill and Sign the What Decisions Need Approval from Your Board of Directors Form

APPROVAL OF EXECUTIVE/DIRECTOR LOAN PLAN The Board of Directors adopted an Executive/Director Loan Plan (the “Loan Plan”) subject to shareholder approval, and recommends that the shareholders approve it. The Loan Plan (a copy of which is attached as Appendix A) provides that the Board of Directors, upon the recommendation of the Compensation Committee (the “Committee”) , may make and administer interest-free or low interest rate loans to principal exe cutive officers and directors of the Company and other persons designated by the Committee who perform functions similar to principal executive officers. The persons who would be eligible to participate in the Loan Plan as of September 21, 1981, were Eugene E. Prince, A.J. Hintze, Marvin J. Fein, Harold Y. Sampson, Bruce B. Brundage, E.J. Westback, Thomas H. Crowe, John C. Ball, James A. Bright, and William R. Holland. The total amount of loans outstanding at any time to the account of any person eligible for participation under this Plan will not exceed the annual sa lary then paid by the Company to such person or $50,000 (whichever is greater) , and the total of the loans outstanding under this Plan at any time during the term of this Plan will not exceed $1,000,000. The Board of Directors contemplates that, in actual application, the total of the loans outstanding under this plan shall not exceed $600,000. Shareholder approval of the Plan does, however, constitute approval of the full $1,000,000 as the maximum total for loans outstanding. The loans will be evidenced by promissory notes executed by the persons who borrow from the Company. The notes will be payable within 30 days after the Company makes demand. The Committee has sole discretion concerning the making of demand for payment, but the Loan Plan directs the Committee to consider (1) whether the Company*s needs for cash flow or costs of financing make the calling of the loans advisable, (2) whether the person has terminated employment, and (3) whether the person is able to repay the Loan without undue difficulty. The beneficiaries of the Loans under the Plan may be required to use proceeds of the loans to purchase Common Stock of the Company on the open market. If the Loan Plan is approved, it will be effective until December 31, 1986, at which time no further loans will be made and the determination of when demand for payment of the loans will be made will be vested in the Board provided, however, that all loans must be paid within five years from the date funds are advanced. The table below sets forth the benefits which would have been received by the Directors and Executive Officers of the Company who earned in excess of S50,000 during fiscal 1981 and all Directors and officers of the Company as a group (15 persons, of whom 11 would have been eligible to participate in the Loan Plan), if the Loan Plan had been in effect throughout fiscal 1981, if the maximum amount had been loaned to each officer, and if the interest rate for borrowed funds throughout such year averaged 18.5% (which is the average interest rate paid by the Company on its working capital loans with commercial lenders during such period): Time-Value Name of Maximum of the Loan Individual or Position with Permissible at 18.5% Identity of Group the Company Loan per annum Eugene E. Prince President, Chief Exect. $125,000 $23,125 Office, and Chairman Of the Board of Directors E. J. Westback Vice-President-- $51,000 $9,435 Operations John C. Ball Vice-President– $50,000 $9,250 Finance, Secretary, Treasurer, and Chief Financial Officer Thomas H. Crowe Vice President– $50,000 $9,250 Marketing Directors and$626,000 $115,810 Officers as a group (11 persons) Approval of the owners of two—thirds of the outstanding shares of Common Stock of the Company is required for purposes of implementing the Loan Plan. The Board of Directors recommends its approval.