Wagner Construction, Inc. - Page 48




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          Research Institute (ERI).  ERI compiles data from 2,400 surveys             
          taken by associations, governmental organization, and reports               
          submitted to the Government.  Mr. Katz analyzed the data for                
          CEO's7 and COO's8 of construction companies with revenues of                
          approximately $6 million and doing business within 200 miles of             
          International Falls, Minnesota (but excluding the Minneapolis               
          area).                                                                      
               Using the ERI data, Mr. Katz calculated that the median                
          comparable compensation (including bonuses but excluding                    
          benefits) for CEO's and COO's for 1995 and 1996 was as follows:             
               Position                 1995                1996                      
               CEO                                                                    
               Base                $142,800               $152,400                    
               Bonus                  19,200                20,100                    
               Total               162,000                 1172,500                   
               COO                                                                    
               Base                99,700                  106,400                    
               Bonus                   28,600               28,500                    
                    Total          128,300                 134,900                    
               1Mr. Katz incorrectly indicated a total of $172,400 in his             
          report.                                                                     
               Mr. Katz opined that compensation for comparable positions             
          can vary as much as 50 percent above or below the median and that           
          variances greater than 50 percent are generally not considered              


               7The ERI survey defines the CEO as the highest ranking and             
          paid officer in the company with overall responsibility for                 
          directing the running and planning of the company's business                
          activities.                                                                 
               8The ERI survey defines the COO as the second highest                  
          ranking and paid officer in the company with subordinate                    
          responsibility to manage costs and achieve goals.                           





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