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The following is an excerpt from a DEF 14A SEC Filing, filed by NCH CORP on 6/27/2001.
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NCH CORP - DEF 14A - 20010627 - COMMITTEE_INTERLOCKS

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

Irvin L. Levy, Lester A. Levy, Jr., Robert M. Levy, John I. Levy, and Walter M. Levy are members of the Executive Committee of NCH's Board of Directors, which committee determines most salaries and promotions with respect to officers of NCH and its subsidiaries. Irvin L. Levy, Milton P. Levy, Jr., and Lester A. Levy are members of the Stock Option Committee, which determines those employees of NCH and its subsidiaries who will receive stock options and the amount of such options. All of the aforementioned persons, with the exception of Milton P. Levy, Jr. and Lester A. Levy, are executive officers and employees of NCH. Milton P. Levy, Jr. and Lester A. Levy were executive officers and employees of NCH prior to July 27, 2000.

NCH's Board of Directors (with the subject members abstaining) determines the salaries of the members of the Executive Committee after recommendation of the Compensation Committee, whose members are Rawles Fulgham, Jerrold M. Trim, Thomas B. Walker, Jr., and Ronald Steinhart.


Executive Compensation

The following table summarizes the compensation paid to Mr. Irvin L. Levy, who, as President and Chairman of the Board, acts in a capacity similar to the chief executive officer of NCH, and to Lester A. Levy, Jr., Robert M. Levy, Walter M. Levy, and John I. Levy, NCH's four most highly compensated executive officers other than Irvin L. Levy, for services rendered in their capacities as executive officers of NCH during the fiscal years ended April 30, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE

Name and                      Fiscal    Annual Compensation(1)        All Other
Principal Positions           Year      Salary(2)      Bonus    Compensation (3)

Irvin L. Levy, President and  2001      $935,328       --             $4,400
Chairman of the Board         2000       916,505       --              4,200
                              1999       913,106       --              4,000

Robert M. Levy (4),           2001      $421,825       --             $3,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

Lester A. Levy, Jr. (4),      2001     $422,616        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

John I. Levy (4),             2001     $424,778        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --

Walter M. Levy (4),           2001     $427,908        --             $4,400
Executive Vice President      2000       --            --              --
                              1999       --            --              --
--------------------

(1) Certain of NCH's executive officers receive personal benefits in addition to annual salary and bonus. The aggregate amounts of the personal benefits, however, do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus reported for the named executive officer.

(2) Includes compensation for services as a director.

(3) The amounts included in this column were contributed to the accounts of the executives included in the table under NCH's qualified profit sharing and savings plan.

(4) Robert M. Levy, Lester A. Levy, Jr., John I. Levy and Walter M. Levy each became an executive officer of NCH effective May 1, 2000.


                          OPTION GRANTS IN LAST FISCAL YEAR

                                        Individual Grants
                    -----------------------------------------------------------
                                                                                 Potential Realizable Value
                                                                                      at Assumed Annual
                     Number of        Percent of                                    Rates of Stock Price
                     Securities       Total Options/                                  Appreciation for
                     Underlying       SARs Granted to   Exercise or                  Option Term ($) (3)
                     Options          Employees in      Base Price   Expiration  --------------------------
Name                 Granted (#)(1)   Fiscal Year (2)   ($/Share)    Date            5%             10%
------------------   --------------  ----------------   -----------  ----------  -----------   ------------
Irvin L. Levy           n/a              n/a               n/a          n/a         n/a            n/a

Lester A. Levy, Jr.    13,158            8.8               38         12/18/05     48.50          61.20

Robert Levy            13,158            8.8               38         12/18/05     48.50          61.20

John Levy              13,158            8.8               38         12/18/05     48.50          61.20

Walter Levy            13,158            8.8               38         12/18/05     48.50          61.20
------------------

(1) These options are first exercisable on 12/18/01.

(2) Based upon a total of 150,000 shares subject to options granted to employees under NCH's Stock Option Plan.

(3) In accordance with Securities and Exchange Commission Rules, these columns show gains that could accrue for the respective options, assuming that the market price of NCH Common Stock appreciates from the date of grant over a period of 5 years at an annualized rate of 5% and 10%, respectively. If the stock price does not increase above the exercise price at the time of exercise, realized value to the named executives from these options will be zero.

Retirement Agreements

NCH has entered into retirement agreements allowing retirement at any time after age 59-1/2 with each of Irvin L. Levy, Lester A. Levy, Jr., Robert M. Levy, Walter M. Levy and John I. Levy that provide for lifetime monthly payments and guarantee 120 monthly payments beginning at death, retirement, or disability. Payment under these agreements is $550,000 per year for Irvin L. Levy and $200,000 per year for each of the other Levys, subject to adjustment each year for increases in the United States Consumer Price Index for the preceding year.


FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN

The following graph presents NCH's cumulative stockholder return during the period beginning April 30, 1996, and ending April 30, 2001. NCH is compared to the S&P 500 and a peer group consisting of companies that collectively represent lines of business in which NCH competes. The companies included in the peer group index are Betz Laboratories, Inc. (Betz), The Dexter Corporation (Dexter), Ecolab Inc., H.B Fuller Company (Fuller), International Specialty Products, Inc. (International Specialty), Lawson Products, Inc., Lilly Industries (Lilly), Lubrizol Corporation, Nalco Chemical Company (Nalco), National Service Industries, Inc., Petrolite Corporation (Petrolite), Premier Industrial Corporation (Premier), Quaker Chemical Corporation, Safety-Kleen Corporation, Snap-On Tools Corporation and Strategic Distribution Inc. (Strategic Distribution). During fiscal year 1997, Premier was acquired by another corporation. Since Premier's shareholder return is no longer available, they were excluded from the peer group for performance after 1996. During fiscal year 1998, Petrolite was acquired by another corporation, and was excluded from the peer group for performance after 1997. During fiscal year 1999, Betz was acquired by another corporation, and was excluded from the peer group for performance after 1998. During fiscal year 2000, Nalco was acquired by another corporation, and was excluded from the peer group for performance after 1999. During fiscal year 2001, Lilly and Dexter were each acquired by another corporation, and were excluded from the peer group for performance after 2000. Due to these acquisitions, Fuller, International Specialty, and Strategic Distribution were added to the peer group. The index that includes Fuller, International Specialty, and Strategic Distribution is designated below as "New Peer Group". For comparison purposes, the former index, without these additions, is included as "Former Peer Group". Each index assumes $100 invested at the close of trading on April 30, 1996, and is calculated assuming quarterly reinvestment of dividends and quarterly weighting by market capitalization.

Data for Fiscal Year Ending April 30,
------------------------------------------------------------------------------
                    1996       1997       1998      1999       2000       2001
------------------------------------------------------------------------------
NCH Corp            100        113        116       102          84       112
S&P 500 Index       100        125        177       215         237       206
Former Peer Group   100        125        153       150         123       131
New Peer Group      100        124        155       142         114       124
------------------------------------------------------------------------------
Data source:  S&P Compustat, a division of McGraw-Hill, Inc.

The stock price performance depicted in the graph above is not necessarily indicative of future price performance. The graph will not be deemed to be incorporated by reference in any filing by NCH under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that NCH specifically incorporates the graph by reference.


SECURITY OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of NCH's Common Stock as of June 1, 2001, by: (i) persons known to management to beneficially own more than 5% of NCH's Common Stock; (ii) each director and nominee for director; (iii) NCH's five most highly compensated executive officers (whose compensation exceeded $100,000 in fiscal 2001); and
(iv) all directors and executive officers of NCH as a group. Except as noted below, each person included in the table has sole voting and investment power with respect to the shares that the person beneficially owns.

         Name of                       Amount & Nature
   Beneficial Owner                of Beneficial Ownership     Percent of Class
-------------------------          -----------------------     ----------------
Robert L. Blumenthal                          2,683                  *
Rawles Fulgham (1)                            2,000                  *
Thomas F. Hetzer                                  0                  -
Irvin L. Levy (2)(3)                      1,443,857              27.2%
Lester A. Levy (2)(4)                     1,437,362              27.2%
John I. Levy (2)(5)                          85,397               1.6%
Lester A. Levy, Jr. (2)(6)                   39,044                  *
Robert M. Levy (2)(7)                        70,160               1.3%
Walter M. Levy (2)(8)                        41,331                  *
Ronald G. Steinhart                           2,500                  *
Jerrold M. Trim (9)                               0                  -
Thomas B. Walker, Jr.                        10,000                  *

All directors and executive               1,697,035              32.0%
officers as a group (13 people)

Dimensional Fund Advisors, Inc. (10) 337,600 6.4%

* Less than 1% of class.

(1) Of these shares, 700 are held by a Dallas bank in trust for the retirement plan and benefit of Mr. Fulgham.

(2) The address of Irvin L. Levy, Lester A. Levy, Lester A. Levy, Jr., Robert M. Levy, Walter M. Levy and John I. Levy is P.O. Box 152170, Irving, Texas 75015. The definition of beneficial ownership under the rules and regulations of the Securities and Exchange Commission requires inclusion of the same 29,000 shares held as cotrustees by Messrs. Irvin and Lester Levy for a family trust in the totals listed above for each of Messrs. Irvin and Lester Levy.

(3) Irvin L. Levy owns a life estate interest in 1,000,000 shares included in the table over which he has sole voting and investment power, and his children own a remainder interest in such 1,000,000 shares. The table includes 29,000 shares held as cotrustee with his brothers for a family trust over which he shares voting and investment power, the beneficial ownership of which Mr. Levy disclaims.


(4) Lester A. Levy owns a life estate interest in 685,194 shares included in the table over which he has sole voting and investment power, and his children own a remainder interest in such 685,194 shares. The table includes 29,000 shares held as cotrustee with his brothers for a family trust over which he shares voting and investment power, the beneficial ownership of which Mr. Levy disclaims.

(5) The table includes 1,576 shares held by the wife of John I. Levy, the beneficial ownership of which Mr. Levy disclaims, and 1,798 shares held by the children of John I. Levy, the beneficial ownership of which Mr. Levy disclaims. The table also includes options held by John I. Levy exercisable within 60 days to acquire 15,102 shares. John I. Levy and a trust for the benefit of Mr. Levy's family additionally hold, in the aggregate, a remainder interest in 500,000 shares held by his father, Irvin L. Levy (see footnote (3) above).

(6) The table includes options held by Lester A. Levy, Jr. exercisable within 60 days to acquire 15,102 shares. Lester A. Levy, Jr. additionally holds a remainder interest in 228,398 shares held by his father, Lester A. Levy (see footnote (4) above).

(7) The table includes options held by Robert M. Levy exercisable within 60 days to acquire 15,102 shares. Robert M. Levy and a trust for the benefit of Mr. Levy's family additionally hold, in the aggregate, a remainder interest in 500,000 shares held by his father, Irvin L. Levy (see footnote (3) above).

(8) The table includes 1,135 shares held by the wife of Walter M. Levy, the beneficial ownership of which Mr. Levy disclaims, and 6,315 shares held by Walter M. Levy as trustee for family trusts for the benefit of his children, the beneficial ownership of which Mr. Levy disclaims. The table also includes options held by Walter M. Levy exercisable within 60 days to acquire 15,102 shares. Walter M. Levy (and entities controlled by Walter M. Levy) additionally holds a remainder interest in 228,398 shares held by his father, Lester A. Levy (see footnote (4) above).

(9) Windsor Association, Inc., of which Mr. Trim is President, has a corporate policy against its employees owning any publicly traded securities.

(10) The table sets forth Dimensional Fund Advisors, Inc.'s stockholding based on its latest Schedule 13G filed with the SEC as of February 2, 2001. Dimensional Fund Advisors, Inc. reports its address as 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. It has sole dispositive power over 337,600 shares, shared dispositive power over 0 shares, sole voting power over 337,600 shares, and shared voting power over 0 shares.

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