proxy.htm

This Proxy Statement is furnished in connection with the solicitation by Baldwin & Lyons, Inc. (the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders to be held on Tuesday, May 12, 2015, in accordance with the foregoing notice. The Proxy Statement and accompanying proxy card were mailed to shareholders on or about April 6, 2015.

Any proxy may be revoked by the person giving it at any time before it is voted by delivering to the Secretary of the Corporation a written notice of revocation or a duly executed proxy bearing a later date. Shares represented by a proxy, properly executed and returned to the Corporation, and not revoked, will be voted at the Annual Meeting.

Shares will be voted according to the directions of the shareholder as specified on the proxy. If no directions are given, the proxy will be voted FOR the election of the thirteen directors named as nominees in this Proxy Statement, FOR the ratification of the appointment of Ernst & Young LLP as independent auditors for the Corporation for 2015 and FOR approval of executive officer compensation. Any other matters that may properly come before the meeting will be acted upon by the persons named in the accompanying proxy in accordance with their discretion.

The close of business on March 24, 2015, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of March 24, 2015, the Corporation had 2,623,109 shares of Class A Common Stock outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one vote. The vote can be exercised in person or by proxy. There are no other outstanding securities of the Corporation entitled to vote. There will be no cumulative voting for the election of directors.

All expenses of the solicitation of proxies will be paid by the Corporation. Officers, directors and other employees of the Corporation may solicit proxies by telephone or by special calls. The Corporation will also reimburse brokers and other persons holding stock in their names or in the names of their nominees for their expenses in forwarding proxies and proxy material to the beneficial owners of the Corporation’s stock.

Name and Address of Beneficial Owner (1)	Number of Class A Shares And Nature of Beneficial Ownership	Percent of Class A Shares
Shapiro Family Interests (in the aggregate) (2) 799 Central Avenue Highland Park, Illinois 60035 Nathan Shapiro Robert Shapiro Norton Shapiro Steven A. Shapiro	1,281,035 1,140,950 865,259 762,509 777,344	48.8% 43.5% 33.0% 29.1% 29.6%
John D. Weil 200 North Broadway St. Louis, Missouri 63102 (3)	157,764	6.0%

(2)

Information with respect to the Shapiro family interests was obtained from Amendment No. 13 to Schedule 13D dated December 23, 1986, and Forms 4 and 5 as filed by such persons with the Securities and Exchange Commission and delivered to the Corporation, and additional information was provided by Nathan Shapiro. The amounts shown for the individuals are included in the amount shown for the Shapiro family interests in the aggregate. Nathan, Robert and Norton Shapiro are brothers and Steven Shapiro is the son of Nathan Shapiro and nephew of Robert and Norton Shapiro. The Class A shares reported in the above table for the Shapiro family interests include 353,250 shares (13.47%) held of record by the Shapiro Family Limited Partnership – Gift Shares for which Nathan, Robert and Norton are each limited partners and beneficiaries, as well as 178,500 shares (6.81%) held of record by Gelbart Fur Dressers, 41,250 shares (l.57%) held of record by Jay Ell Company and 178,125 shares (6.79%) held of record by Diversified Enterprises, all three of which are Illinois partnerships of which Nathan, Robert and Norton Shapiro are the general partners and 3,884 shares (.15%) held of record by Emlin Cosmetics, Inc., an Illinois corporation of which Nathan, Robert and Norton Shapiro are owners and as to which they share voting and investment powers. These shares, totaling 755,009 Class A shares (28.78%), are included in the listing for individual beneficial ownership of each of the Shapiro Family members listed above.

(3)

Information with respect to the interests of John D. Weil was obtained from Amendment No. 5 to Schedule 13D, dated February 21, 2006, as well as Forms 4 and 5 filed with the Securities and Exchange Commission and delivered to the Corporation. The shares reported include shares held in the name of family members, including Mr. Weil’s spouse, family trusts and a family limited partnership. Mr. Weil has reported that he has sole voting and investment powers as to 12,578 Class A shares and shared voting and investment powers as to 145,186 Class A shares, subject to the limitation that Mr. Weil has declared that he is not the beneficial owner of the shared securities in excess of his proportionate share of the family limited partnership. Mr. Weil disclaims economic or beneficial ownership of 8,878 Class A shares owned by his spouse.

Thirteen (13) directors are to be elected to hold office until the 2016 Annual Meeting and until their respective successors are elected and qualified. The Corporation contemplates that all of the nominees will be able to serve. However, if any of the nominees are unable to serve, the persons named as proxies in the accompanying Proxy may vote for another nominee, or nominees according to their best judgment.

All of the nominees are currently directors of the Corporation. None of the nominees are family-related, except Nathan, Robert and Norton Shapiro, who are brothers and Steven Shapiro, who is the son of Nathan Shapiro and nephew of Robert and Norton Shapiro. A majority of the nominees are Independent Directors within the meaning of applicable NASDAQ listing standards, as noted in the table on Page 8.

Mr. Bilton has served as Chairman and C.E.O. of Aston Asset Management, LLC, a diversified investment management firm since 2006. He is also C.E.O. and President of the Aston Funds, a family of mutual funds and was Chairman of Aston Funds from 2007 to 2013. Mr. Bilton was Vice Chairman of ABN AMRO Asset Management (US), Inc. from 2003 until 2006 and President and Chief Executive Officer of ABN AMRO Asset Management (US), Inc. from 2001 to 2003. Mr. Bilton’s extensive experience in investment management and his 28 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Mr. DeVito was named Chief Executive Officer of the Corporation in December, 2010. Prior thereto, he served as President and Chief Operating Officer of the Corporation since February, 2007 and President and a director of each of the Corporation’s major wholly owned subsidiaries. From 1997 until 2007, Mr. DeVito served as Executive Vice President of the Corporation. Mr. DeVito has been employed by the Corporation since 1981.

Mr. Frenzel has served as Chairman of Kauffman Engineering, Inc., an Indiana based manufacturer of electrical equipment, since 2001 and he was formerly Chairman of Symphony Bank in Indianapolis from 2005 until 2008. Mr. Frenzel’s extensive experience in banking and corporate management, along with his 7 years of service as a Board member to the Corporation, provide him with the background necessary to serve as an effective Board member.

Mr. Miller was named Chairman in December, 2010. Prior thereto, he had served as Chairman and Chief Executive Officer of the Corporation since 1997 and was President of the Corporation from 1983 until February, 2007. He is also Chairman of each of the Corporation’s major wholly owned subsidiaries. Mr. Miller has been employed by the Corporation since 1965.

Mr. O’Mara served as a financial consultant, principally for portfolio companies of Citi Group Venture Capital from May 1993 to November 2009. Since then he has been a financial consultant and private investor. He was a director of The Midland Company until its sale in April, 2008. Mr. O’Mara’s extensive experience in investment management, management and directorship with other public companies and his 34 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Mr. Patrick has been a principal and co-owner of New Vernon Capital LLC, an investment management company, since 2004. During 2002 and 2003, he was the Executive Vice Chairman, Finance & Administration of Merrill Lynch & Co., Inc., and prior thereto he held a number of executive positions with Merrill Lynch & Co., Inc. Mr. Patrick also serves as a director of Deere & Company and, from 2004 through 2010, was a director of Computer Sciences Corporation. Mr. Patrick’s extensive experience in investment management along with his management and directorship experience with other public companies and his 32 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Prior to his retirement in 1996, Mr. Pigott served in various capacities at Anixter, Inc., including Director, Vice Chairman, President and Chief Executive Officer. Mr. Pigott’s experience in management and consulting with other public and private companies and his 18 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Mr. Sacks has served as Co-Chief Executive Officer since September, 2011, and as Managing Principal and Chairman since 2003, of JMB Insurance Agency, Inc., an insurance brokerage company located in Chicago. Prior to his affiliation with JMB Insurance Agency, Inc., Mr. Sacks was engaged in real estate portfolio management with JMB Realty Corporation in Chicago and Merrill Lynch Hubbard in New York. Mr. Sack’s executive management experience in the property and casualty insurance industry, along with his 8 years of service as a Board member to the Corporation, provide him with the background necessary to serve as an effective Board member.

Mr. Shapiro served as the President of SF Investments, Inc., a broker/dealer in securities from 1970 until 2009 and continues to serve as investment advisor representative affiliated with SF Investments, Inc. Since December, 1977, Mr. Shapiro has also served as President of New Horizons, Inc., management consultants. Mr. Shapiro’s extensive experience in investment management, particularly within the property and casualty insurance industry, his management and directorship with other public and private companies and his 36 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Prior to his retirement in 1999, Mr. Shapiro served as Executive Vice President of National Superior Fur Dressing & Dyeing Co., Inc., a corporation engaged in the processing, cleaning and dressing of furs. Mr. Shapiro’s experience in management and directorship with other companies and his 32 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Mr. Shapiro has served as President and Chief Executive Officer of Emlin Cosmetics, Inc., a corporation engaged in the manufacture and distribution of cosmetic products, since 1964. Mr. Shapiro’s experience in management and directorship with other companies and his 18 years of service as a Board member to the Corporation provide him with the background necessary to serve as an effective Board member.

Mr. Shapiro has served as Vice President of SF Investments, a broker/dealer in securities since 1991 and has been a member of New Vernon Investment Management, LLC, the General Partner in a series of investment limited partnerships, including the New Vernon Insurance Fund, since 1999. Mr. Shapiro served on the Board of Directors of First Mercury Financial Corporation until its sale in February, 2011. Mr. Shapiro’s extensive experience in investment management, with emphasis on the property and casualty insurance industry, as well as management and directorship with other public and private companies and his 8 years of service as a Board member to the Corporation, provide him with the background necessary to serve as an effective Board member.

Mr. Zakaria has been the Chief Executive Officer and co-owner of New Vernon Capital LLC, an investment management company, since 2004. Prior to forming New Vernon Capital, Mr. Zakaria was an Executive Vice President of Merrill Lynch & Co., Inc. and President of the Global Markets and Investment Banking Group (GMI) from October 2001 to August 2003 and Chairman of that group from August 2003 to December 2003. From May 2000 until October 2001, Mr. Zakaria served as head of Corporate Risk Management. He also served as a member of Merrill Lynch’s Executive Management and Operating Committees. Mr. Zakaria’s extensive background in global investment strategies provide him with the background necessary to serve as an effective Board member.

All members of the Compensation and Employee Benefits Committee (hereinafter referred to as the “Compensation Committee”) are independent as defined in both the NASDAQ listing standards and the Securities and Exchange Commission standards applicable to compensation committee members. No interlocking relationship exists between any member of the Corporation’s Compensation Committee and any member of the compensation committee of any other company, nor has any such interlocking relationship existed in the past.

The executive compensation program is administered by the Compensation Committee. This Committee also oversees the administration of the Corporation’s employee benefits plans and establishes policies relating to compensation of executive officers. The Committee reviews all aspects of executive compensation and evaluates performance of the Corporation’s executive officers, including the Named Executive Officers of the Corporation. In addition, the Committee reviews, manages and administers all Corporation stock-based compensation plans as well as the 2013 Book Value Appreciation Rights Plan (BVAR Plan). In the case of the Executive Incentive Bonus Plan, the Committee approves which executive officers are to receive restricted stock as a portion of their compensation, and approves the underlying compensation which determines the number and terms of the restricted stock. In the case of the BVAR Plan, the Committee approves which officers and employees are granted rights and the number and terms of the rights. All decisions by the Committee relating to the compensation of the Corporation’s executive officers are reviewed and approved by the full Board. The Corporation’s Executive Compensation Discussion and Analysis is presented beginning on Page 12 of this Proxy Statement.

The Investment Committee sets policy regarding composition, quality, risk and duration of the Corporation’s investment portfolios and the positioning of such portfolios in the context of the Corporation’s enterprise risk management program. The Investment Committee approves hiring of all portfolio investment managers and evaluates the performance of each investment manager no less frequently than quarterly.

The Strategic Planning Committee is responsible for working closely with executive management to identify new opportunities available to the Corporation as well as strategies for profitably expanding existing businesses. The Strategic Planning Committee also has input into the Corporation’s budgeting and enterprise risk management processes.

The Nominating Committee is responsible for selecting nominees for election as directors and reviewing with the Board of Directors, on an annual basis, and for setting standards for the requisite skills and characteristics of members of the Board of Directors. An additional discussion of the responsibilities of the Nominating Committee is contained on Page 24 of this Proxy Statement.

As a part of its oversight function, the Board monitors how management operates the Corporation, in part via its committee structure. The board evaluates strategies, reviews management reports and considers the risks involved in all of the Corporation’s insurance and investment activities. The Corporation has no single risk management committee but, rather, each committee considers risk issues associated with its specific role as discussed in this document.

Between 1997 and December, 2010, Gary W. Miller served as the Corporation’s CEO as well as its Board Chairman. Since December, 2010, when Mr. DeVito was elected CEO, Mr. Miller has continued to serve as the Chairman of the Board of Directors. In determining that Mr. Miller was the appropriate person to serve in the role of Chairman, the Board relied on several important measures. Mr. Miller’s leadership, integrity and vision have been instrumental in the successful growth of the Corporation for five decades. He has served an active role in the Corporation’s continued strong performance and his advice and counsel remain beneficial to the Board and to management. Mr. Miller has the confidence of the Board and the Board believes that having Mr. Miller’s experience and advice available to the executive staff is beneficial in managing both the short and long-term strategies necessary in the challenging marketplace in which the Corporation competes.

With the roles of Chairman and CEO separated, the Board believes that the office of Chairman of the Board of Directors can function in an appropriate manner with the understanding that mechanisms are in place to ensure that the Corporation maintains the highest standards of corporate governance which insures the continued accountability of the CEO to the Board. These mechanisms include:

The election by the Board of Steven A. Shapiro to be the non-employee Lead Director. Mr. Shapiro has been a member of the Corporation’s Board since 2007, is co-chairman of the Strategic Planning Committee and a member of the Investment Committee. He has been a strong and influential member of the Board and plays an integral role in the Board’s execution of its responsibilities. As detailed below, Mr. Shapiro’s responsibilities as Lead Director and his advisory role to Mr. Miller and Mr. DeVito will complement Mr. Miller’s role as Chairman of the Board while providing the necessary checks and balances to hold both the Board and the Chairman accountable in their respective roles.

The Board does not have a policy as to whether the role of the CEO and the Chairman should be separate, or whether the Chairman should be a management or non-management director. Thus, while the Board has determined that Mr. Miller will serve in the role of Chairman of the Board, the Board has the right to determine, in the future, if the roles will be combined or remain separate, as well as to determine whether or not a management or non-management chairman would be in the best interest of the Corporation and its stockholders.



	Fees Earned
	or Paid in	Stock	All Other
	Cash	Awards	Compensation	Total
Name	($)	($)	($)	($)
Stuart D. Bilton	35,000	40,000	1,646	76,646
Otto N. Frenzel IV	50,000	40,000	1,646	91,646
John M. O'Mara	30,000	40,000	1,646	71,646
Thomas H. Patrick	30,000	40,000	1,646	71,646
John A. Pigott	40,000	40,000	1,646	81,646
Kenneth D. Sacks	40,000	40,000	1,646	81,646
Nathan Shapiro	40,000	40,000	1,646	81,646
Norton Shapiro	40,000	40,000	1,646	81,646
Robert Shapiro	40,000	40,000	1,646	81,646
Steven A. Shapiro	50,000	40,000	1,646	91,646
John D. Weil	45,000	40,000	1,646	86,646

An annual retainer in the amount of $40,000 is paid to each director in the form of restricted stock. Each annual restricted stock grant is made on the date of the Corporation’s annual meeting. Restricted shares fully vest one year from the date of grant. For 2014, each director received a grant of 1,567 restricted shares (17,237 shares in total) on May 8, 2014, all of which will vest on May 8, 2015. The amount shown in the table above represents the fair value of this grant on May 8, 2014.

Restricted stock is treated as outstanding for purposes of dividend accruals from the date of grant and accrued dividends are paid to directors upon the vesting of the restricted shares. The amount shown as All Other Compensation in the table above represents dividends paid to each director during 2014, at a total of $1.00 per share, upon the vesting of restricted stock granted in May, 2013.

In 2014, each incumbent director attended at least 75 percent of the total number of meetings of the Board and the committees on which he serves. In addition, all board members are expected to attend the annual meeting of shareholders, and all attended in 2014. Current committee membership and the number of meetings of the full board and each committee in 2014 are shown in the table below.

Name	Board	Audit Committee	Compensation Committee	Investment Committee	Strategic Planning	Nominating Committee
Stuart D. Bilton	Member (a)			Member		Chairman
Joseph J. DeVito	Member				Co-Chairman
Otto N. Frenzel IV	Member (a)	Chairman			Member	Member
Gary W. Miller	Chairman			Member	Member
John M. O'Mara	Member (a)	Member		Member
Thomas H. Patrick	Member (a)		Member	Member
John A. Pigott	Member (a)	Member	Member			Member
Kenneth D. Sacks	Member (a)	Member	Member		Member
Nathan Shapiro	Member			Chairman	Member
Norton Shapiro	Member			Member	Member
Robert Shapiro	Member			Member	Member
Steven A. Shapiro	Member			Member	Co-Chairman
John D. Weil (c)	Member (a)		Chairman	Member
Number of 2014 meetings	4	5	4 (b)	4 (b)	4 (b)	2

(a)	An Independent Director within the meaning of applicable NASDAQ listing standards.
(b)	In addition to formal meetings, these committees also carry on their business through frequent telephone conversations and informal contacts among their members.
(c)	Mr. Weil informed the Corporation that he has determined not to stand for re-election as a director at the May 12, 2015 Annual Meeting of Shareholders.

The following table contains information concerning shares of Class A and Class B Common Stock of the Corporation beneficially owned on March 24, 2015 by all directors and nominees, the five most highly compensated executive officers (the “Named Executive Officers”) and by all directors and officers as a group:


	Class A Shares		Class B Shares
Name of Beneficial Owner or Identity of Group (1)	Number	Percent	Number (2)	Percent
Stuart D. Bilton	0	0.0%	43,516	0.4%
William R. Birchfield	0	0.0%	2,799	0.0%
G. Patrick Corydon	10,125	0.4%	57,369	0.5%
Joseph J. DeVito	1,087	0.0%	181,535	1.5%
Otto N. Frenzel, IV	2,132	0.1%	12,584	0.1%
Gary W. Miller	46,286	1.8%	81,750	0.7%
Craig A. Morfas	0	0.0%	13,375	0.1%
John M. O’Mara (3)	84,631	3.2%	85,391	0.7%
Thomas H. Patrick (4)	88,875	3.4%	257,405	2.1%
John A. Pigott	5,062	0.2%	38,249	0.3%
Kenneth D. Sacks	0	0.0%	14,334	0.1%
Nathan Shapiro (5)	1,140,950	43.5%	2,519,866	20.3%
Norton Shapiro (5)	762,509	29.1%	1,809,773	14.6%
Robert Shapiro (5)	865,259	33.0%	1,850,231	14.9%
Steven A. Shapiro (5)	777,344	29.6%	1,809,709	14.6%
John D. Weil (6)	157,764	6.0%	525,528	4.2%
Arshad R. Zakaria	3,000	0.1%	39,032	0.3%
All directors and Named Executive Officers (7)	1,679,997	64.0%	3,944,218	31.8%

(1)

Unless otherwise indicated, shares disclosed are those as to which the beneficial owner has sole voting and investment powers with respect to Class A shares or sole investment power with respect to Class B shares and includes the beneficial interest of spouses and minor children who share the same residence as the named individual.

(5)

See “Beneficial Owners of More than 5% of the Common Stock” for additional information on Class A shares. The shares reported in the above table for Nathan, Norton, Robert and Steven Shapiro include 755,009 Class A and 1,799,375 Class B shares owned by the Shapiro Family Limited Partnership as well as three partnerships: Gelbart Fur Dressers, Jay Ell Company and Diversified Enterprises; and Emlin Cosmetics, Inc. Nathan, Robert, Norton and Steven Shapiro are beneficial owners and/or share investment power with respect to the shares owned of record by these entities and, accordingly, these shares are included in the listing for individual beneficial ownership of each of the Shapiro Family members.

(6)

See “Beneficial Owners of More than 5% of the Common Stock” for additional information on Class A shares. The shares reported include shares held in the name of family members, including Mr. Weil’s spouse, family trusts and a family limited partnership. Mr. Weil has reported that he has sole investment powers as to 1,567 Class B shares and shared voting and investment powers as to 523,858 Class B shares, subject to the limitation that Mr. Weil has declared that he is not the beneficial owner of the shared securities in excess of his proportionate share of the family limited partnership. Mr. Weil disclaims economic or beneficial ownership of 39,357 Class B shares owned by his spouse. Mr. Weil has informed the Corporation that he has determined not to stand for re-election as a director at the May 12, 2015 Annual Meeting of Shareholders.

Section 16(a) of the Securities Exchange Act of 1934 requires certain executive officers, directors and ten percent (10.0%) beneficial owners to file initial reports of ownership and reports of changes in ownership of the Corporation’s securities with the Securities and Exchange Commission. Copies of those reports must be furnished to the Corporation. Based solely on a review of the Section 16(a) reports furnished to the Corporation with respect to 2014 transactions and written representations from the affected executive officers and directors, we believe that all Section 16(a) filing requirements applicable to the Corporation’s executive officers and directors during 2014 were satisfied with the exception of one Form 4 filed after the due date by Mr. Morfas and one Form 4 filed after the due date by Mr. Miller.

The Corporation’s compensation philosophy and objectives are directly related to its business strategy and objectives. The Compensation and Employee Benefit Committee of the Board (referred to hereafter in this Executive Compensation Discussion and Analysis as the “Committee”) believes that, in order to maximize stakeholder value, executive compensation should be aligned with business strategy in addition to financial goals. The Committee, on behalf of the full Board of Directors, believes that the Corporation’s compensation programs should:

The Committee is responsible for approving all components of the compensation of the Chairman, the Chief Executive Officer (“CEO”), as well as each executive reporting directly to the CEO, a group inclusive of all Named Executive Officers. The Committee administers all executive officer compensation plans, programs, and guidelines and has the final decision-making role in compensation paid to the Corporation’s executive officers.

As CEO, Joseph J. DeVito, sets goals, evaluates each executive officer’s performance and makes recommendations regarding compensation to the Committee. Neither the Chairman of the Board nor the CEO has final decision making authority regarding his own level of compensation, nor that of any of the other executive officers. However, the CEO does, when requested by the Committee, participate in Committee meetings to provide:

The Committee has the authority to engage an executive compensation consultant or other advisor as necessary to assist in fulfilling its duties to the Corporation’s shareholders. In 2013, the Committee engaged Pearl Meyer & Partners (“PM&P), an independent executive compensation consulting firm, to conduct an executive compensation review and provide feedback on the Corporation’s executive compensation programs in general. Because PM&P offers no services other than executive compensation consulting services, the Committee believes the services it receives from PM&P are objective and free from undue influence.

PM&P advised the Committee and members of management on all principal aspects of executive compensation, including program design and the competitiveness of executive compensation levels. PM&P reported directly to the Committee although PM&P personnel communicated with executive officers from time to time to gather information or to obtain management’s perspective on executive compensation matters. PM&P attended Committee meetings at the Committee’s request, including executive sessions where no executive officers or other employees of the Corporation were present.

Details of the results of this review were presented, beginning on Page 13, in the Corporation’s Proxy Statement for the Annual Meeting of Shareholders for the meeting held May 8, 2014, which may be obtained on the Corporation’s website at www.baldwinandlyons.com or from the SEC’s Edgar website (www.sec.gov/edgar). The Committee determined that an additional review was not necessary during 2014 as no components of the Plan had changed.

The Corporation and the Committee have developed a pay strategy that they believe allows for the achievement of the Corporation’s compensation philosophy, as enumerated above, and supports execution of the Corporation’s business strategy. These guiding principles have been implemented through the pay strategy as follows:

Annual incentive opportunities, which are distributed as a combination of cash and the Corporation’s equity securities, are established for all executive officers so as not to encourage engaging in short-term profit opportunities at the expense of long-term decision-making and increases in total long-term shareholder value;

The Committee consults with members of the Strategic Planning and Audit Committees to consider the relationship of compensation programs to the Corporation’s financial and strategic goals. Based on such inter-committee communications, the Committee believes that the executive compensation arrangements, as designed, do not encourage executives to take unnecessary or excessive risks that could threaten the value of the Corporation.

income hurdles are selected in conjunction with the full Board’s review and approval of the operating budget for each year, as developed by management. The individual performance portion of the bonus, for appropriate Named Executives, may include targets for premium linked to underwriting profit. Careful consideration is given to current and anticipated market conditions, including the current competitive environment and strategic plans for the development of new products, which are expected to be encountered in the Corporation’s business operations.

The Committee believes that the present proportion of compensation based on the Corporation’s operating income and individual performance is balanced in such a way as to motivate the executives to fulfill the corporate mission and vision, including specific and focused performance objectives, but does not encourage unnecessary or excessive risk taking. In addition, a significant portion of executives’ performance-based compensation is in the form of long-term equity incentives and other deferred compensation which does not encourage unnecessary or excessive risk taking because such benefits generally vest over a three to five year period of time and are forfeitable, thereby focusing the executives on the Corporation’s long-term interests.

The Committee annually reviews and, if appropriate, adjusts each executive officer’s base salary. The Committee considers several factors when determining if a base salary adjustment is warranted and how much of an adjustment is appropriate. These factors include the Corporation performance against business objectives, changes in individual levels of responsibility, individual performance for the previous year and industry and general economic conditions. While the Committee considers these factors to guide its decisions, it does not rely on them exclusively. The Committee typically exercises significant business judgment based on a thorough assessment of compensation levels and alignment with the Corporation’s compensation philosophy and pay strategy.

The Corporation’s executive officers, including each of the Named Executive Officers, participated in the Corporation’s Executive Incentive Bonus Plan for 2014 (“the Plan”). A more detailed description of the Plan was included, starting on Page 21, of the Proxy Statement for the Annual Meeting of Shareholders for the meeting held May 4, 2010, a copy of which may be obtained on the Corporation’s website at www.baldwinandlyons.com or from the SEC’s Edgar web site (www.sec.gov/edgar).

bonuses for 2014 were determined using a preset formula-based bonus program consisting of two components: 50% was dependent upon a Board approved hurdle based upon pre-tax operating profit and 50% was dependent on an evaluation of each officer’s individual performance and changes in executive responsibilities.

For the operating profit component, the Committee established a “hurdle”. The hurdle was referenced to the budgeted pre-tax operating income for 2014, as approved by the Board of Directors. This formulaic portion of the executive’s bonus was determined by comparing the actual pre-tax operating income for the year against the hurdle amount. This portion of the bonus will increase or decrease as actual pre-tax operating income is higher or lower than the hurdle. A range has been established with 75% of the hurdle, referred to as the “threshold” and 150% of the hurdle, referred to as “superior performance”. The formula multiplies the formulaic portion of the target bonus by the percentage difference within this range times two. Therefore, if operating income falls below the threshold, this portion of the bonus is reduced to zero. If operating income equals or exceeds superior performance, the maximum portion of the bonus could be double the target. For 2014, actual operating profit was 5.275% above the hurdle and, accordingly, this portion of the target bonus was increased by 10.55%.

The individual performance component of the Plan is designed in recognition of the fact that significant contributions by certain executives to the long-term success of the Corporation may be achieved regardless of the attainment of operating income targets. The CEO develops performance goals for each executive in conjunction with the creation of the corporate strategic plan and, while individual performance goals vary among the executives depending on their specific responsibilities, these goals are inter-dependent with the focus of positioning the Corporation to achieve its long-term objectives.

In addition to overall responsibility for the individual goals designated for the executives, Mr. DeVito is accountable for development and successful implementation of a multi-year year strategic plan as well as a plan for executive succession and has principal responsibility for evaluation of new business opportunities and continuance and expansion of favorable relationships with major customers and business partners.

Determination of satisfactory achievement of individual goals is reviewed on a frequent basis through both group and individual evaluations conducted between the executives and the CEO. Achievement of each significant individual performance goal is considered when determining the individual performance component of the bonus. This component can be decreased or eliminated based on the CEO’s determination of an executive’s performance related to his or her individual goals. Each individual goal is weighted by the CEO and evaluated separately, with the aggregation of the individual goal values then determining the percentage of individual performance bonus to be recommended to the Committee. For 2014, this process resulted in the Named Executive Officers being granted bonuses based on achievement of individual goals ranging from 72% to 100%.

All bonuses granted under the Plan are paid to senior executives, including the Named Executive Officers, two-thirds in cash and one-third in the form of restricted Class B common shares which will vest over a three year period, in accordance with the Plan. Amounts presented in the Summary Compensation Table reflect this distribution, with cash portions shown in the Bonus column and the equity component shown in the Stock Awards column. Class B common shares paid as part of the Plan are subject to risk of forfeiture upon termination of employment for any reason other than death, disability or retirement prior to vesting. Vesting occurs ratably on the first, second and third anniversaries of the grant, which typically occurs in February following the completion of the calendar year to which the bonus applies. Additional information regarding these restrictions is presented in the equity award tables elsewhere in this document.

In recent years, the Corporation has utilized “book value appreciation rights” (BVARs) as the sole form of long-term incentives for executive officers and virtually all other salaried personnel. A detailed description of the Corporation’s BVAR Plan was included, starting on Page 21, of the Proxy Statement for the Annual Meeting of Shareholders for the meeting held May 7, 2013, a copy of which may be obtained on the Corporation’s website at www.baldwinandlyons.com or from the SEC’s Edgar web site (www.sec.gov/edgar). The value of BVARs is not impacted by fluctuations in the market value of the Corporation’s common stock and settlements consist solely of cash. No equity securities are issued in connection with this form of compensation.

BVARs provide deferred compensation to a high percentage of salaried employees, including the Named Executive Officers, formulaically based on the increase in the Corporation’s book value, with certain adjustments for dividends paid to shareholders, over a five-year period. This program results in compensation which is directly linked to the Corporation’s performance and increases in the book value of the Corporation, closely aligning value realized from BVARs with total shareholder value creation.

Changes in the value of BVARs for the Named Executives for the three year period ending December 31, 2014, resulting from changes in the Corporation’s book value, are shown in the Non-Equity Incentive Compensation column of the Summary Compensation Table. This presentation is appropriate since the BVARs are not based upon changes in the market value of equity securities and are not settled in any form of equity security.

BVARs vest ratably over a three-year period and cannot be exercised prior to January 1 of the calendar year in which they expire (five years from grant), except in the case of death, disability or retirement, as defined in the BVAR Plan. In addition, termination of employment for reasons other than death, disability or retirement results in forfeit of all vested and unvested BVARs. These plan provisions provide employee retention benefits to the Corporation. BVARs, when granted, have historically been widely distributed to virtually all salaried employees in amounts proportional to their job responsibilities and annual base salaries.

The Corporation offers its executive officers standard employee benefits, including the ability to participate in the group life, health, dental and disability insurance as well as the Corporation’s 401(k) Plan, to the same extent offered to all employees of the Corporation. The Corporation matches contributions made by the executive officers to the 401(k) Plan consistent with the matching contribution for all participants of the Plan.

A more detailed description of the Executive Bonus Plan, which was first effective January 1, 2010, was included starting on Page 21 of the Proxy Statement for the Annual Meeting of Shareholders for the meeting held May 4, 2010, a copy of which may be obtained on the Corporation’s website at www.baldwinandlyons.com or from the SEC Edgar website (www.sec.gov/edgar).

The Corporation has not entered into employment, severance or change-in-control agreements with any employees, including the Named Executive Officers, which would provide compensation in the event of a termination. All employees of the Corporation are employed on an at-will basis and either the employee or the Corporation is free to terminate any employment relationship at any time.

Section 162(m) of the Internal Revenue Code, limits the Corporation’s ability to take a tax deduction for certain compensation paid in excess of $1 million to each of the Named Executive Officers listed in the summary compensation table below. However, performance-based compensation, as defined in the tax law, is fully deductible if the programs are approved by shareholders and meet certain other requirements. The Committee has considered the impact of Section 162(m), and the regulations thereunder, on the deductibility of executive compensation by the Corporation and has determined that, to the extent practical, bonus and deferred compensation plans should be submitted to shareholders for approval to allow for deductibility of compensation paid under these plans. The Committee will continue to monitor the regulations and any possible impact they may have on the Corporation, and to take appropriate steps when, and if, any measures are necessary as it determines in the best interests of the corporation.

The Committee has reviewed and discussed the above Executive Compensation Discussion and Analysis with management and, based on this review and discussion, has recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and, by reference, in the Corporation’s annual report on Form 10-K.


Name and Principal Position	Year	Salary	Bonus	Stock Awards (1)	Option Awards	Non-Equity Incentive Compen-sation (2)	Non-Qualified Deferred Compen-sation Earnings	All Other Compen-sation (3)	Total
Joseph J. DeVito	2014	1,050,000	631,644	315,831		141,658	0	56,002	2,195,135
C.E.O., President	2013	1,000,000	718,101	359,062		57,684	0	61,824	2,196,671
and C.O.O. (4)	2012	1,000,000	593,877	296,948		49,050	0	61,590	2,001,465
Gary W. Miller	2014	500,000	175,457	87,731		51,512	0	49,197	863,897
Chairman of BOD (5)	2013	542,692	211,207	105,606		20,976	0	43,224	923,705
	2012	870,000	473,495	236,755		54,500	0	51,878	1,686,628
G. Patrick Corydon	2014	618,000	320,121	160,065		77,268	0	38,282	1,213,736
Exec. Vice President	2013	600,000	381,516	190,764		31,464	0	51,447	1,255,191
and C.F.O. (6)	2012	549,120	411,941	205,977		19,075	0	31,953	1,218,066
Craig C. Morfas	2014	435,625	215,812	107,909		77,268	0	39,976	876,590
Exec. Vice President	2013	425,000	218,448	109,227		31,464	0	36,091	820,230
and Secretary (7)	2012	413,586	234,098	117,052		10,900	0	38,704	814,340
William R. Birchfield	2014	355,330	130,395	65,200		20,295	0	10,350	581,570
Exec. Vice President (8)	2013	68,693	25,000	0		0	0	0	93,693
Mark L. Bonini	2014	301,518	0	0		0	0	14,508	316,026
Former Executive Vice	2013	523,498	316,809	158,410		31,464	0	41,809	1,071,990
President (9)	2012	489,250	319,780	159,895		16,350	0	36,141	1,021,416

(1)

Stock awards represent the grant date value of the portion of the 2014 annual incentive bonuses payable in the form of the Corporation’s Class B common stock. These shares are subject to risk of forfeiture and vest over three years from the date of grant, as more fully described elsewhere in this document.

(2)

Amounts shown in this column represent the change in vested and unvested value of book value appreciation rights which are based on increases or decreases in the Corporation’s book value per share during the year. The actual compensation realized, if any, is settled only in cash and only upon satisfaction of holding period restrictions, as more fully described elsewhere in this document. Compensation from book value appreciation rights is subject to complete forfeiture should employment terminate prior to satisfaction of holding period requirements and, thus, amounts reported in this column may not ultimately be paid by the Corporation to the Named Executive Officer.

Estimated Future Payouts

Grant Date

Under Equity

All Other

FV of

Incentive Plan Awards

Stock

Stock and

Grant

Threshold

Target

Maximum

Awards

Option

Name

Date

(#)

(#) (2)

(#)

Awards

Joseph J. DeVito

2/4/2015 (1)

n/a

13,561

n/a

315,831

Gary W. Miller

2/4/2015 (1)

n/a

3,767

n/a

87,731

G. Patrick Corydon

2/4/2015 (1)

n/a

6,873

n/a

160,065

Craig C. Morfas

2/4/2015 (1)

n/a

4,633

n/a

107,909

William R. Birchfield

2/4/2015 (1)

n/a

2,799

n/a

65,200

(1)

Shares awarded under the Corporation’s Executive Incentive Bonus Plan for 2014. While the actual grant occurred on the date shown above, these shares were earned during 2014. The value of this grant is included in the Stock Awards column of the Summary Compensation Table. These shares vest ratably on the first, second and third anniversaries of the Grant Date and are subject to forfeiture in the event of termination of employment for any reason other than death, disability or retirement, as defined in the Plan.


	Option Awards		Stock Awards
	Number of	Value	Number of	Value
	Shares	Realized	Shares	Realized
	Acquired on	Upon	Acquired on	Upon
Name	Exercise (#)	Exercise ($)	Vesting (#)	Vesting ($)
Joseph J. DeVito	0	0	5,722	136,398
Gary W. Miller	0	0	4,518	107,690
G. Patrick Corydon	0	0	3,611	86,012
Craig C. Morfas	0	0	1,647	47,628
William R. Birchfield	0	0	0	0
Mark L. Bonini	0	0	2,250	66,165

(1)

Total of shares previously awarded as a portion of the Corporation’s Executive Incentive Bonus Plan for calendar years 2010 (granted February, 2011), and 2012 (granted February, 2013). No shares were awarded for calendar year 2011. These shares vest one-third on each of the first, second and third anniversaries of the respective Grant Dates. All shares shown in the table above vested in February, 2014.


	Stock Awards
			Equity	Equity
		Market	Incentive	Incentive
	Number	Value	Plan Awards:	Plan Awards:
	of Shares	of Shares	Number of	Market or
	or Units	or Units	Unearned	Payout Value
	of Stock	of Stock	Shares or	of Unearned
	That Have	That Have	Units That	Shares or
	Not Vested	Not Vested	Have Not	Units Not
Name	(#) (1)	($)	Vested (#)	Vested ($)
Joseph J. DeVito	23,437	$604,206	n/a	n/a
Gary W. Miller	11,098	$286,106	n/a	n/a
G. Patrick Corydon	13,809	$355,996	n/a	n/a
Craig A. Morfas	7,881	$203,172	n/a	n/a
William R. Birchfield	0	$0	n/a	n/a

(1)

Unvested shares awarded as a portion of the Corporation’s Executive Incentive Bonus Plan for calendar years 2012 (granted February, 2013) and 2013 (granted February, 2014). These shares vest one-third on each of the first, second and third anniversaries of the respective Grant Dates and are subject to forfeiture in the event of termination of employment for any reason other than death, disability or retirement.

A proposal to provide annual advisory votes to approve executive officer compensation, included in the Proxy Statement for the Annual Meeting of Shareholders for the meeting held on May 10, 2011, was approved by shareholders. Accordingly, this advisory vote has been and will be included in each Proxy Statement going forward.

The Board is seeking your approval of the compensation of our executives as disclosed in the compensation tables and accompanying narrative in this Proxy Statement, including the “Executive Compensation Discussion and Analysis” and “Compensation and Employee Benefits Committee Report”. This proposal, commonly known as a "Say on Pay" proposal, gives you the opportunity to express your views on the Corporation's executive compensation practices. Because your vote is advisory, it will not be binding upon the Board. While the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions, the Committee will make its final decision based on what it considers to be the best interests for the Corporation.

The Board recognizes that there is considerable public discussion regarding appropriate approaches to compensation. However, the Board believes that the Corporation's executive compensation policies are balanced, appropriately focused on pay for performance principles, strongly aligned with the long-term interests of our shareholders, and enable the Corporation to attract and retain strong and experienced senior executives.

As described more fully in the “Executive Compensation Discussion and Analysis” and “Compensation and Employee Benefits Committee Report” herein, the Corporation evaluates executive officer compensation in several different ways, including market survey compensation data, periodically reviewing compensation information for peer companies and receiving advice and recommendations from the Chief Executive Officer and the Chairman of the Committee. This careful evaluation ensures that our executive compensation is competitive yet closely tied to both the Corporation’s and each executive officer's performance. Additionally, the Corporation's formula bonus program recognizes and rewards the success of executives who manage performance to achieve both the long-term and short-term goals set for them every year by the CEO and the Compensation Committee.

In accordance with its written charter adopted by the Board of Directors, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Corporation. During the calendar year 2014, the Audit committee conducted five (5) formal meetings. The full Audit Committee discussed and reviewed the interim financial information contained in the Corporation’s quarterly Forms 10-Q with the CEO, the CFO and the independent auditors prior to filing with the Securities and Exchange Commission.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Corporation that might bear on the auditors’ independence consistent with Independence Standards Board Standard No. 1 “Independence Discussions with Audit Committees,” and discussed with the auditors any relations that may impact their objectivity and independence and satisfied itself as to the auditors’ independence. The Audit Committee also discussed with management, the director of internal audit and the independent auditors the quality and adequacy of the Corporation’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee also reviewed both with the independent auditors and the director of internal audit their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent auditors all communications required by generally accepted auditing standards, including those described in Statement of Auditing Standards No. 61, as amended, “Communication with Audit Committees,” and, both with and without management present, discussed and reviewed the results of the independent auditors’ examination of the financial statements.

The Audit Committee reviewed the audited financial statement of the Corporation as of and for the year ended December 31, 2014, with management and the independent auditors. Management has the responsibility for the preparation of the Corporation’s financial statements and the independent auditors have the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board of Directors that the Corporation’s audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2014, for filing with the Securities and Exchange Commission. The Audit Committee also recommended the reappointment, subject to the shareholder approval, of the independent auditors, Ernst & Young LLP, and the Board of Directors concurred in the recommendation.

Fees for audit services performed by Ernst & Young LLP are expected to total $794,100 for the year ended December 31, 2014 and totaled $610,500 for the year ended December 31, 2013. These totals are inclusive of fees associated with the annual audit, reviews of quarterly reports on Forms 10-Q, statutory audits and loss reserve certifications required by regulatory authorities for each of the insurance company subsidiaries and the review of the internal controls of the Corporation as required by Section 404 of the Sarbanes-Oxley Act.

The Audit Committee pre-approves audit engagement terms and fees prior to the commencement of any audit work, other than that which may be necessary for the independent auditor to prepare the proposed audit approach, scope and fee estimates. The independent auditors submit a written proposal that details all audit and audit-related services. Revisions to the written proposal, if necessary, are also submitted in writing. Audit fees, including internal control attestation required by the Sarbanes-Oxley Act, are fixed and contained in the proposal. The Corporation received a proposal for the audit engagement for the year 2014 and the Audit Committee reviewed the nature and dollar value of services provided under the engagement. Future revisions, if any, will be reviewed and pre-approved by the Audit Committee.

Subject to ratification by the shareholders, the Board of Directors has appointed Ernst & Young LLP as independent auditors to audit the financial statements of the Corporation for 2015. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting on May 12, 2015. They will be provided an opportunity to make a statement should they desire to do so and will be available to respond to appropriate inquiries from the shareholders. Ernst & Young LLP has acted as the Corporation’s independent auditors since 1970.

The Board of Directors has a separate nominating committee, consisting solely of Independent Directors, for the purpose of consideration and nomination of directors of the Corporation. The nominating committee has a charter, a copy of which may be found in the corporate governance section of the Corporation’s website at www.baldwinandlyons.com. The current members of the Nominating Committee are Stuart D. Bilton, Chairman, Otto N. Frenzel IV and John A. Pigott. The Nominating Committee is responsible for selecting the nominees for election as directors and reviewing with the Board of Directors, on an annual basis, the requisite skills and characteristics of members of the Board of Directors. The skills and characteristics assessed include independence, business, strategic and financial skills, as well as overall experience in the context of the needs of the Board of Directors as a whole.

Any shareholder nominee, together with any information about the candidate’s qualifications, will be evaluated by the members of the Nominating Committee along with any other proposed candidates. A shareholder wishing to nominate a candidate for the Board of Directors should send a written nomination to the Corporate Secretary at the principal offices of the Corporation. The nomination should specify the nominee’s name and other qualifications, including, but not limited to, those specified above. To be considered, a nomination must be received at least 120 days prior to the next annual meeting of shareholders. In the case of the 2016 annual meeting, the deadline is November 30, 2015. All recommendations must be accompanied by a written consent of the nominee to be nominated for election to the Corporation’s Board of Directors.

The Board of Directors has determined to provide a process by which shareholders may communicate with the Board as a whole, a Board Committee or individual directors. Shareholders wishing to communicate with either the Board as a whole, a Board Committee or an individual member may do so by sending a written communication addressed to the Board of Directors of Baldwin & Lyons, Inc. or to the desired committee or to an individual director, c/o Corporate Secretary, Baldwin & Lyons, Inc., 111 Congressional Boulevard, Carmel, IN 46032 or by sending an electronic mail message to boardofdirectors@baldwinandlyons.com. All communications will be compiled by the Secretary of the Corporation and submitted to the Board of Directors or the addressee not later than the next regular Board meeting.

The Corporation, through its subsidiary, Protective, has made investments, less distributions, of $8,000,000 in a limited partnership managed by New Vernon Investment Management, LLC (“NVIM”). This investment has a market value of approximately $17,119,000 at December 31, 2014. NVIM is owned by NV Capital Holdings II, LLC (“NV”) and affiliates. Thomas H. Patrick, together with Arshad Zakaria, Nathan Shapiro, Steven Shapiro and affiliates, own 48% of NV in the aggregate. Messrs. Patrick, Zakaria, Nathan Shapiro and Steven Shapiro are directors of the Corporation and each is a nominee for reelection as a director. During 2014, Protective incurred $217,288 in management fees and no performance based fees to NVIM for management of this limited partnership. The Corporation has been informed that the fee rates applied to its investment in partnerships managed by NVIM are the same as, or lower than, the fee rates charged to unaffiliated customers for similar investments.

Protective has also invested $15,000,000 in the New Vernon India Fund, L.P. (“India Fund”) which is managed by New Vernon Advisors, LP, (“NVA”), a subsidiary of NV. This investment has a market value of approximately $29,868,000 at year end 2014 and, during 2014, Protective incurred $479,868 in management fees and no performance based fees to NVA and its affiliates for management of this limited partnership. The Corporation has been informed that the fee rates applied to its investment in the India Fund are the same as, or lower than, the fee rates charged to unaffiliated customers for similar investments.

Protective utilizes SF Investments, Inc. (“SF”), a broker dealer firm, for management of portions of its investment portfolio and a related entity, New Vernon Wealth Management, LLC (“NVWM”), for investment advisory services. Steven Shapiro is Vice President of SF and NVWM and Nathan Shapiro serves as an advisor to both entities. SF has, in the past, served as agent for a limited number of purchases and sales of securities. The Corporation has been informed that commission rates charged by SF to the Corporation and its subsidiaries are no higher, and often less than, rates charged to non-affiliated customers for similar investments. There were no commissions charged by or fees paid to SF on transactions during 2014. NVWM manages a portion of Protective’s fixed income securities portfolio with a market value of approximately $19,822,000 at year end 2014. Fees paid to NVWM for the management of this portfolio totaled $29,194 during 2014. The Corporation also paid approximately $183,200 during 2014 to SF and its affiliates for advice and counseling on the Corporation’s investment portfolios.

Shareholders owning a majority of the Class A shares outstanding must be present or represented by proxy in order to constitute a quorum for the transaction of business. Thus, a total of 1,311,555 Class A shares will be required at the meeting for there to be a quorum. In order to elect the directors for the ensuing year, to confirm the appointment of Ernst & Young LLP as the Corporation’s independent auditors and to provide the advisory vote on approving executive officer compensation, a majority of the votes present at the meeting, either in person or by proxy, a quorum being present, will be required.

The Board of Directors has adopted a Code of Business Conduct which is applicable to all directors, officers at the vice president level and above as well as certain other employees with control over accounting data. The Code of Business Conduct is available on the Corporation’s website at www.baldwinandlyons.com.

The Corporation knows of no other matters to be presented for action at the meeting. If any other matters should properly come before the meeting, or any adjournment of the meeting, those matters will be acted on by the persons named as proxies in the accompanying Proxy. The proxies will use their best judgment to vote the shares in the best interests of the Corporation.

The Annual Report to Shareholders on Form 10-K contains financial statements for the year ended December 31, 2014 and other information about the operations of the Corporation. The Form 10-K is enclosed with this Proxy Statement but is not regarded as proxy soliciting material. In addition, the Report of the Compensation and Employee Benefits Committee included in this Proxy Statement is not regarded as proxy soliciting material.

		401(K) Plan
	Total	Contribution	Perquisites
Mr. DeVito	$56,002	$20,800	$35,202
Mr. Miller	49,197	20,800	28,397
Mr. Corydon	38,282	20,800	17,482
Mr. Birchfield	10,350	0	10,350
Mr. Morfas	39,976	20,800	19,176
Mr. Bonini	14,508	0	14,508