o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing and registration statement
number, or the Form or Schedule and the date of its
filing.
|
General
Information
|
1 |
Corporate Governance | 3 |
Board and Committee Membership | 5 |
Director Compensation | 7 |
Proposal No. 1 - Nominees for Election as Directors | 10 |
Continuing Directors and Executive Officers | 12 |
Share Ownership | 14 |
Executive Officers and Transactions with Related Persons | 16 |
Executive Compensation | 18 |
Audit Committee Report | 36 |
Proposal No. 2 - Ratification of Auditors | 37 |
Audit Fees and Related Matters | 38 |
Other Matters | 39 |
BUSINESS
(1) Elect
four Class I directors to the Board of Directors;
(2) Ratify
the appointment of Ernst & Young LLP as the auditors for the fiscal
year ending December 31, 2007; and
(3) Transact
other business properly coming before the meeting or any adjournment
of
the meeting.
DOCUMENTS
The
Proxy Statement, proxy card, and Capital City Bank Group Annual Report
are
included in this mailing.
RECORD
DATE
Shareowners
owning Capital City Bank Group shares at the close of business on
February
26, 2007, are entitled to attend and vote at the meeting. A list
of these
shareowners will be available at the Annual Meeting and for 10 days
prior
to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m.,
at our
principal executive offices at 217 North Monroe Street, Tallahassee,
Florida 32301.
|
TIME
10:00
a.m., local time, April 24, 2007
PLACE
University
Center Club
Building
B, Floor 3
University
Center
Florida
State University
Tallahassee,
Florida
VOTING
Even
if you plan to attend the meeting in Tallahassee, Florida, please
provide
us your voting instructions in one of the following ways as soon
as
possible:
(1) Internet
- use the Internet address on the proxy card;
(2) Telephone
- use the toll-free number on the proxy card; and
(3) Mail
- mark, sign, and date the proxy card and return in the enclosed
postage-paid envelope.
|
||
By
Order of the Board of Directors
J.
Kimbrough Davis
Executive
Vice President, Chief Financial Officer,
and
Corporate Secretary
Tallahassee,
Florida
March
30, 2007
|
Name
|
Audit
|
Compensation
|
Corporate
Governance
|
Nominating
|
DuBose
Ausley
|
X
|
|||
Thomas
A. Barron
|
||||
Frederick
Carroll, III*
|
Chair
|
|||
Cader
B. Cox, III
|
Chair
|
X
|
||
J. Everitt
Drew
|
X
|
X
|
||
John
K. Humphress*
|
X
|
Chair
|
||
L.
McGrath Keen, Jr.
|
||||
Lina
S. Knox
|
X
|
|||
Ruth
A. Knox
|
X
|
Chair
|
||
Henry
Lewis III
|
X
|
X
|
||
William
G. Smith, Jr.**
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)(1)
|
All
Other Compensation
($)
|
Total
($)
|
DuBose
Ausley
|
$
23,000
|
$
0
|
$
0
|
$
23,000
|
Frederick
Carroll, III
|
33,250
|
12,070
|
0
|
45,320
|
Cader
B. Cox, III
|
33,000
|
12,070
|
0
|
45,070
|
J. Everitt
Drew
|
31,250
|
0
|
0
|
31,250
|
John
K. Humphress
|
32,000
|
0
|
0
|
32,000
|
L.
McGrath Keen, Jr.
|
0
|
0
|
0
|
0(2)
|
Lina
S. Knox
|
22,250
|
0
|
0
|
22,250
|
Ruth
A. Knox
|
32,000
|
12,070
|
0
|
44,070
|
Henry
Lewis III
|
27,000
|
12,070
|
0
|
39,070
|
John
R. Lewis(3)
|
13,500
|
0
|
0
|
13,500
|
1. |
Beginning
in 2006, we pay each non-employee director an annual stock grant
of 400
shares of our common stock, issued under our DSPP. Under the terms
of the
DSPP, each non-employee director has the opportunity to participate
in the
DSPP under two separate options. The first option, Option A, permits
non-employee directors to make an election (“Option A Participants”) each
January indicating the dollar amount of his or her annual retainer
and
fees received from serving as a director in the preceding year which
he or
she would like to be applied to the purchase of shares of our common
stock. The second option, Option B, permits non-employee directors
to make
an election (“Option B Participants”) each December indicating the
percentage of his or her annual retainer and fees to be received
from
serving as a director in the upcoming year which he or she would
like to
be applied to the purchase of shares of Common Stock. Option A
Participants receive their annual stock grant each January for the
preceding year’s service as director. Option B Participants will receive
their annual stock grant in four equal quarterly installments during
the
year to which the non-employee director’s service relates. Messrs. Drew,
Humphress, and Ausley and Ms. Lina Knox are Option A Participants,
and
therefore did not receive their stock grants in 2006. Instead, these
directors received their stock grants in January 2007.
|
|
CADER
B. COX, III
Mr.
Cox, 57, has been a director since 1994. From 1976 to May 2006, he
has
served as President, and since May 2006, he has served as CEO of
Riverview
Plantation, Inc., a resort and agricultural company.
|
|
L.
McGRATH KEEN, JR.
Mr.
Keen, 53, has been a director since 2004. He served as President
(2000-2004) and director (1980-2004) of Farmers and Merchants Bank,
prior
to its merger with us. He was a principal shareowner of Farmers and
Merchants Bank at the time of the merger. Since 2004, Mr. Keen has
served
as an associate of Capital City
Bank.
|
|
RUTH
A. KNOX
Ms.
Knox, 53, has been a director since 2003. Since 2003, she has served
as
President of Wesleyan College, Macon, Georgia. Prior to this appointment,
she practiced law in Atlanta and Macon, Georgia for 25
years.
|
|
WILLIAM
G. SMITH, JR.
Mr.
Smith, 53, is our Chairman of the Board and has been a director since
1982. In 1995, he was appointed our President and Chief Executive
Officer
and Chairman of Capital City Bank. In 2003, Mr. Smith was elected
our
Chairman of the Board of Directors. Mr. Smith has served as a director
of
Southern Company since February 2006. Mr. Smith is the first cousin
of
Lina S. Knox.
|
|
THOMAS
A. BARRON
Mr.
Barron, 54, has been a director since 1982. He is our Treasurer and
was
appointed President of Capital City Bank in 1995.
|
|
J.
EVERITT DREW
Mr.
Drew, 51, has been a director since 2003. From 2000 through January
2007,
he was President of St. Joe Land Company where his duties included
overseeing the sale and development efforts of several thousand acres
of
St. Joe property in northwest Florida and southwest Georgia. Since
January
2007, Mr. Drew has been President of South Group Equities, Inc.,
a private
real estate investment and development company.
|
|
LINA
S. KNOX
Ms.
Knox, 62, has been a director since 1998. She is a dedicated community
volunteer. Ms. Knox is the first cousin of Mr.
Smith.
|
CONTINUING
CLASS III DIRECTORS (Term expiring in 2009)
|
|
DuBOSE
AUSLEY
Mr.
Ausley, 69, has been a director since 1982, and was our Chairman
from 1982
until 2003. He is employed by the law firm of Ausley & McMullen and
was Chairman of this firm and its predecessor for more than 20 years
until
2002. Since 1992, he has served as a director of TECO Energy, Inc.
In
addition, Mr. Ausley has served as a director of Huron Consulting
Group,
Inc. since 2004 and a director of Blue Cross and Blue Shield of Florida,
Inc. since 1982.
|
|
FREDERICK
CARROLL, III
Mr.
Carroll, 56, has been a director since 2003. Since 1990, he has been
the
Managing Partner of Carroll and Company, CPAs, an accounting firm
specializing in tax and audit based in Tallahassee,
Florida.
|
|
JOHN
K. HUMPHRESS
Mr.
Humphress, 58, has been a director since 1994. Since 1973, he has
been a
shareholder of Wadsworth,
Humphress, Hollar, & Konrad, P.A., a public accounting firm.
|
|
HENRY
LEWIS III
Dr.
Lewis, 57, has been a director since 2003. He is a Professor and
Director
of the College of Pharmacy and Pharmaceutical Studies at Florida
A&M
University. Prior to Dr. Lewis’s appointment to his position as director
in 2004, Dr. Lewis served as Dean of the College of Pharmacy and
Pharmaceutical Studies at Florida A&M University since
1994.
|
NON-DIRECTOR
EXECUTIVE OFFICER
|
|
J.
KIMBROUGH DAVIS
Mr.
Davis, 53, was appointed our Executive Vice President and Chief Financial
Officer in 1997. He served as Senior Vice President and Chief Financial
Officer from 1991 to 1997. In 1998, he was appointed Executive Vice
President and Chief Financial Officer of Capital City
Bank.
|
Name
|
Shares
Beneficially
Owned (1)
|
Percentage
of Outstanding Shares Owned(2)
|
||
DuBose
Ausley
|
704,268
|
(3)
|
3.84%
|
|
Thomas
A. Barron
|
299,870
|
(4)
|
1.62%
|
|
Frederick
Carroll, III
|
6,629
|
*
|
||
Cader
B. Cox, III
|
400,240
|
(5)
|
2.18%
|
|
J.
Kimbrough Davis
|
70,128
|
(6)
|
*
|
|
J.
Everitt Drew
|
7,249
|
(7)
|
*
|
|
John
K. Humphress
|
511,193
|
(8)
|
2.78%
|
|
L.
McGrath Keen, Jr.
|
574,364
|
(9)
|
3.13%
|
|
Lina
S. Knox (10)
|
68,563
|
(11)
|
*
|
|
Ruth
A. Knox
|
4,622
|
*
|
||
Henry
Lewis III
|
3,848
|
*
|
||
Private
Capital Management, L.P.
8889
Pelican Bay Blvd., Naples, Florida 34108
|
993,446
|
(12)
|
5.41%
|
|
Robert
H. Smith (11)
Post
Office Box 11248, Tallahassee, Florida 32302
|
3,091,062
|
(13)
|
16.84%
|
|
William
G. Smith, Jr. (11)
Post
Office Box 11248, Tallahassee, Florida 32302
|
3,351,029
|
(14)
|
18.25%
|
|
All
Directors and Executive Officers as a Group (12 Persons)
|
5,625,988
|
30.65%
|
§ |
Assess
competitive compensation levels for our competitors in the financial
services industry;
|
§ |
Assess
competitive compensation levels for companies similar to us in size
(assets and associates) and complexity (businesses);
and
|
§ |
For
the above comparisons, evaluate all aspects of CEO compensation,
including
base salary, annual and long-term compensation, and retirement
benefits.
|
§ |
Develop
performance measures:
identify appropriate performance measures and recommend performance
targets that are used to determine annual and long-term
awards.
|
§ |
Compile
benchmark data:
management participates in compensation surveys through reputable
third-party firms which are used to gather data on base salary, annual
cash, and long-term performance awards. In 2006, we used Watson-Wyatt’s
survey report on Financial Institution’s Compensation General Executive
Positions.
|
§ |
Develop
compensation guidelines:
using the benchmark survey data and publicly disclosed compensation
information as the foundation, management develops compensation guidelines
for each executive position. These guidelines are provided to the
CEO as
the basis for his recommendations regarding individual compensation
actions. In addition, executives are briefed on the guidelines established
for their positions.
|
§ |
Align
compensation with shareowner value;
|
§ |
Provide
a direct and transparent link between the performance of the Company
and
pay for the CEO and top management;
|
§ |
Make
wise use of the Company’s equity resources to ensure compatibility between
management and shareowner
interests;
|
§ |
Align
the interests through performance-based incentive plans of the Company’s
senior executive officers with that of shareowners;
and
|
§ |
Award
total compensation that is both reasonable and effective in attracting,
motivating, and retaining key
associates.
|
§ |
Pay
base salaries to our senior executives at a level that is greater
than the
60th
percentile of our selected peer group of
banks;
|
§ |
Provide
total direct compensation (salary and incentive compensation) to
our
senior executives at a level greater than the 75th
percentile of our selected peer group of
banks;
|
§ |
Provide
total incentive compensation (the sum of cash incentives and equity
incentives) at a level greater than 30 percent of total direct
compensation; and
|
§ |
Continue,
over time, the alignment of senior management’s interest with that of
shareowners (the percentage of equity compensation should increase
relative to total incentive
compensation).
|
§ |
Performance: We
believe that the best way to accomplish alignment of compensation
plans
with the participants’ interests is to link pay directly to individual,
business area, and company
performance.
|
§ |
Competitiveness:
Compensation and benefits programs are designed to be competitive
with
those provided by companies with whom we compete for talent. Benefits
programs are designed to be competitive with other companies’ programs and
are not based on performance.
|
§ |
Cost:
Compensation
and benefit programs are designed to be cost effective and affordable,
ensuring that the interests of our shareowners are
considered.
|
§ |
Comparator
Group:
The relevant comparator group for compensation and benefits programs
consists of commercial banks and thrifts, with a geographic footprint
or
asset base similar to us.
|
§ |
Base
salary
|
§ |
Short-term
incentives - Cash Bonus Plan
|
§ |
Long-term
incentives
|
§ |
Benefits
and perquisites
|
§ |
Post-termination
compensation and benefits
|
Institution
|
State
|
Total
Assets
|
TowneBank
|
Virginia
|
1,803,182
|
Fidelity
Southern Corp.
|
Georgia
|
1,405,703
|
Seacoast
Banking Corporation of Florida
|
Florida
|
2,132,174
|
Bank
of the Ozarks, Inc.
|
Arkansas
|
2,134,882
|
Simmons
First National Bank Corp.
|
Arkansas
|
2,523,768
|
Commercial
Bankshares, Inc.
|
Florida
|
1,032,720
|
Cadence
Financial Corp. (f.k.a. NBC Capital)
|
Mississippi
|
1,446,117
|
Renasant
Corporation
|
Mississippi
|
2,397,702
|
First
Community Bancshares
|
Virginia
|
1,952,483
|
Summit
Financial Group
|
West
Virginia
|
1,109,532
|
TIB
Financial Corp.
|
Florida
|
1,076,070
|
GB&T
Bancshares, Inc.
|
Georgia
|
1,584,094
|
City
Holding Company
|
West
Virginia
|
2,502,597
|
BancTrust
Financial Group, Inc.
|
Alabama
|
1,305,497
|
Virginia
Commerce Bancorp, Inc.
|
Virginia
|
1,518,425
|
Cardinal
Financial Corp.
|
Virginia
|
1,452,287
|
Ameris
Bancorp
|
Georgia
|
1,697,209
|
Southern
Community Financial Corporation
|
North
Carolina
|
1,285,524
|
SCBT
Financial Corp.
|
South
Carolina
|
1,925,856
|
Security
Bank Corp.
|
Georgia
|
1,662,413
|
Greene
County Bancshares, Inc.
|
Tennessee
|
1,619,989
|
First
M & F Corp.
|
Mississippi
|
1,267,118
|
FNB
Corporation
|
Virginia
|
1,481,482
|
Union
Bankshares Corp.
|
Virginia
|
1,824,958
|
Centerstate
Banks of Florida, Inc.
|
Florida
|
871,521
|
First
Bancorp
|
North
Carolina
|
1,801,050
|
Name
|
Annual
75% Payout
|
Annual
100% Payout
|
Maximum
Payout
|
William
G. Smith, Jr.
|
2,657
|
3,543
|
17,715
|
Thomas
A. Barron
|
2,254
|
3,005
|
15,025
|
J.
Kimbrough Davis
|
1,757
|
2,316
|
11,580
|
§ |
Retirement
Plan:
The Retirement Plan is a tax-qualified, non-contributory defined
benefit
plan intended to provide for an associate’s financial security in
retirement. All full-time and part-time associates with 1,000 hours
of
service annually are eligible for the Retirement
Plan.
|
§ |
401(k)
Plan: The
401(k) Plan provides associates the opportunity to save for retirement
on
a tax-favored basis. We studied the overall competitiveness of our
retirement benefits package and its long-term costs. To better align
the
retirement benefits package with associates’ preferences and recruitment
needs, a decision was made to change the benefit design of the Retirement
Plan and the 401(k) Plan. For associates hired after January 1, 2002,
the
pension benefit under the Retirement Plan was reduced and in the
401(k)
Plan, a 50% matching contribution was introduced into the 401(k)
Plan.
This change was intended to be cost-neutral. Executives may elect
to
participate in the 401(k) Plan on the same basis as our other similarly
situated associates. No named executive officers are currently eligible
for the company-sponsored match.
|
§ |
Supplemental
Executive Retirement Plan ("SERP"):
Each
of our named executive officers participates in our SERP, a non-qualified
plan which provides benefits in excess of the Retirement Plan. The
SERP is
designed to restore a portion of the benefits Messrs. Smith, Barron,
and
Davis would otherwise receive under our Retirement Plan, if these
benefits
were not limited by U.S. tax laws. This more closely aligns the benefits
of Messrs. Smith, Barron, and Davis with those of other Retirement
Plan
participants. We have no obligation to fund the SERP but accrue for
our
anticipated obligations under the SERP on an annual
basis.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan Compensation
($)(3)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)(4)
|
All
Other Compensation
($)(5)
|
Total
($)
|
William
G. Smith, Jr.,
Chairman,
President, and Chief Executive Officer
|
2006
|
$
230,000
|
$
0
|
$
91,109
|
$
205,176
|
$
204,233
|
$174,214
|
$
29,467
|
$
934,199
|
2005
|
210,000
|
0
|
40,803
|
192,884
|
230,423
|
239,894
|
12,798
|
926,802
|
|
Thomas
A. Barron,
President,
Capital City Bank
|
2006
|
220,000
|
0
|
77,290
|
--
|
172,463
|
92,660
|
25,057
|
587,470
|
2005
|
200,000
|
0
|
38,474
|
--
|
215,061
|
246,618
|
12,076
|
712,229
|
|
J.
Kimbrough Davis,
Executive
Vice President and Chief Financial Officer
|
2006
|
200,000
|
0
|
59,562
|
--
|
77,155
|
122,355
|
19,399
|
478,471
|
2005
|
185,000
|
0
|
25,322
|
--
|
87,048
|
156,770
|
7,999
|
462,139
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(l)
|
||||
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
Grant
Date Fair Value of Options and Stock Awards
|
||||||||||
Name
|
Award
Type
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||
William
G. Smith, Jr.
|
Cash1
|
N/A
|
$
0
|
$
225,000
|
$450,000
|
--
|
--
|
--
|
N/A
|
|||
Options2
|
3/23/06
|
--
|
--
|
--
|
$
0
|
$
250,000
|
$
500,000
|
$
0
|
||||
PSU3
|
4/25/06
|
--
|
--
|
--
|
0
|
--
|
17,715
|
607,447
|
||||
Thomas
A. Barron
|
Cash1
|
N/A
|
0
|
190,000
|
380,000
|
--
|
--
|
--
|
N/A
|
|||
PSU3
|
4/25/06
|
--
|
--
|
--
|
0
|
--
|
15,025
|
515,207
|
||||
J.
Kimbrough Davis
|
Cash1
|
N/A
|
0
|
85,000
|
170,000
|
--
|
--
|
--
|
N/A
|
|||
PSU3
|
4/25/06
|
--
|
--
|
--
|
0
|
--
|
11,580
|
397,078
|
Option
Awards
|
|||||
Number
of Securities Underlying Unexercised Options
(#)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
||
Name
|
Exercisable
|
Unexercisable
|
|||
William
G. Smith, Jr.
|
15,425
|
7,713
|
--
|
$32.96
|
3/12/2014
|
12,415
|
24,831
|
--
|
32.69
|
3/14/2015
|
Compensation
Components
|
Change
in Control
|
Voluntary
Termination
|
Death
|
Disability
|
Involuntary
Termination
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
Retirement
Plan
|
$
765,9451
|
$
765,9451
|
$
765,9451
|
$
14,5832
|
$
765,9451
|
SERP
|
998,5591
|
925,4541
|
925,4541
|
9,0902
|
925,4541
|
Accelerated
Vesting of Stock Options
|
85,857
|
0
|
0
|
0
|
0
|
Compensation
Components
|
Change
in Control
|
Voluntary
Termination
|
Death
|
Disability
|
Involuntary
Termination
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
Retirement
Plan
|
$
882,3781
|
$
882,3781
|
$
882,3781
|
$
14,5832
|
$
882,3781
|
SERP
|
870,7271
|
870,7271
|
870,7271
|
7,7892
|
870,7271
|
Compensation
Components
|
Change
in Control
|
Voluntary
Termination
|
Death
|
Disability
|
Involuntary
Termination
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
Retirement
Plan
|
$
696,6291
|
$
696,6291
|
$
696,6291
|
$
14,3562
|
$
696,6291
|
SERP
|
299,0301
|
219,3881
|
219,3881
|
4092
|
219,3881
|
§ |
1.90%
of final average monthly compensation multiplied by years of service
after
1988 (limited to 30 years), plus
|
§ |
0.40%
of final average monthly compensation in excess of $2,000 multiplied
by
years of service after 1988 (generally limited to 30 years),
plus
|
§ |
the
monthly benefit accrued as of December 31, 1988, updated for salary
increases since 1988
|
§ |
Reduced
Retirement: If participants are at least age 55 and have at least
15 years
of service, then they may commence benefits early on a reduced basis.
The
monthly benefit will be calculated using the benefit formula described
above, reduced 6.67% times the number of years (up to five) that
the
Benefit Commencement Date precedes the Normal Retirement Date, and
3.33%
times any additional years (up to
five).
|
§ |
Unreduced
Retirement: If they are at least age 61 and have at least 30 years
of
service, then they may commence benefits early on an unreduced basis.
The
monthly benefit will be calculated using the benefit formula described
above, reduced 6.67% times the number of years (up to five) that
the
Benefit Commencement Date precedes the later of age 61 or 30 years
of
service, and 3.33% times any additional years (up to
five).
|
Name
|
Plan
Name
|
Number
of Years of Credited Service
(#)
|
Present
Value of Accumulated Benefit
($)
|
Payments
During Last Fiscal Year
($)
|
William
G. Smith, Jr.
|
Retirement
Plan
|
28
|
$
871,017
|
$
0
|
Supplemental
Executive Retirement Plan
|
28
|
1,060,576
|
0
|
|
Thomas
A. Barron
|
Retirement
Plan
|
32
|
1,013,055
|
0
|
Supplemental
Executive Retirement Plan
|
32
|
1,007,437
|
0
|
|
J.
Kimbrough Davis
|
Retirement
Plan
|
25
|
792,193
|
0
|
Supplemental
Executive Retirement Plan
|
25
|
251,420
|
0
|
Assumption
|
Basis
for Assumption
|
12/31/2004
|
12/31/2005
|
12/31/2006
|
Discount
Rate
|
Under
SEC rules, discount rate used to measure pension liabilities under
SFAS
No. 87, Employers’
Accounting for Pensions
|
6.00%
|
5.75%
|
6.00%
|
Rate
of Future Salary Increases
|
Under
SEC rules, no salary projection
|
0.00%
|
0.00%
|
0.00%
|
Form
of Payment
|
Retirement
Plan: form elected by officer
|
80%
elect a lump sum and 20% elect an annuity
|
80%
elect a lump sum and 20% elect an annuity
|
80%
elect a lump sum and 20% elect an annuity
|
SERP:
form elected by officer
|
Lump
sum
|
Lump
sum
|
Lump
sum
|
|
Lump
Sum Interest Rate
|
Interest
rate defined by the plan for the upcoming plan year
|
6.00%
|
6.00%
|
6.00%
|
Date
of Retirement
|
As
per SEC guidance, use first age eligible for unreduced
retirement
|
61
|
61
|
61
|
Post-Retirement
Mortality
|
Retirement
Plan: same assumption used to measure pension liabilities under SFAS
No.
87, Employers’
Accounting for Pensions
|
For
lump sums, the long-term IRC § 417(e) basis
For
annuity payments, RP2000 Mortality Table for males
|
For
lump sums, the long-term IRC § 417(e) basis
For
annuity payments, RP2000 Mortality Table for males
|
For
lump sums, the long-term IRC § 417(e) basis
For
annuity payments, RP2000 Mortality Table for
males
|
2006
|
2005
|
||
Audit
Fees (1)
|
$
703,490
|
$
661,500
|
|
Audit-Related
Fees (2)
|
11,850
|
54,000
|
|
Tax
Fees (3)
|
47,500
|
74,370
|
|
All
Other Fees (4)
|
-
|
-
|
|
Total
|
762,840
|
$
789,870
|
|