B & D Foundations, Inc. - Page 39




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          versus its compensation to its chief executive officer).  From              
          the calculated mathematical relationship between these two                  
          selected factors among companies in each survey, Mr. Packard then           
          extrapolated and computed what he thought the suggested                     
          compensation (based on each particular survey) should be for the            
          top two executive officers in a construction industry company               
          having the same annual sales or net income that petitioner had              
          for its 1996 fiscal year in issue.                                          
               Mr. Packard further averaged the suggested compensation he             
          determined for the two top officers of a company having the same            
          annual sales as petitioner under (1) his own survey, (2) his                
          percentage of income method, (3) the Watson Wyatt survey, and (4)           
          the Conference Board survey.  Based on this foregoing                       
          information, Mr. Packard concluded and opined that reasonable               
          compensation for Mr. Myers and Mrs. Myers for petitioner’s fiscal           
          year ended July 31, 1996, would be as follows:                              
                              Mr.      Percentage    Watson   Conference              
                              Packard’s  of Income     Wyatt      Board               
                              Survey      Method       Survey     Survey              
          Average1                                                                    
          Chairman, President, and CEO   $242,663    $303,479     $154,762  $381,140  
          $270,511                                                                    
          Second In Command, Chief        169,864     212,436      119,456   277,116  
          194,718                                                                     
          Operating Officer (COO)                                                      
          Total Executive Compensation    412,527     515,915      274,218   658,256  
          465,229                                                                     
          Two Top Officers                                                            
          1Sum of compensation Mr. Packard determined for the officer based on each of the
          three  surveys and his percentage of income method, divided by 4.           
               Recommended Top Executive Compensation                                 
               William Myers, Chairman, President, and CEO        $300,000            
               Connie Myers, COO, Secretary, Treasurer, and        200,000            
               Chief Financial Officer                                                
                                                                                     
               Total Executive Compensation Allowable              500,000            


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