COMPENSATION OF DIRECTORS

During fiscal 2004, Republic Engineered Products, Inc.'s independent directors were compensated for serving on the Board of Directors. Currently, Republic Engineered Products, Inc. compensates Stephen G. Kasnet, Lynn R. Williams and Robert L. Norton in the amount of $12,500 per year, paid quarterly, $750 for each Board of Directors meeting attended and $100 for participation in each Board of Directors telephonic call, as well as $400 for attendance or participation telephonically in committee meetings. The chairman of the audit and compensation committees of Republic Engineered Products, Inc.'s Board of Directors each receive an additional $12,500 per year. In addition, on October 5, 2004, Stephen G. Kasnet, Lynn R. Williams and Robert L. Norton were each granted an equity retainer of 20 shares of restricted stock of PAV Republic, Inc. pursuant to the 2004 Equity Incentive Plan. Restrictions on this stock will lapse on May 3, 2005.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPANTS

Our compensation committee and the compensation committee of Republic Engineered Products, Inc. reviews and acts on matters relating to compensation levels and benefit plans for key executives. During fiscal 2004, prior to the formation of our compensation committee, Joseph F. Lapinsky, its president and chief executive officer, participated in deliberations of the Board of Directors of Republic Engineered Products, Inc., our wholly-owned subsidiary, concerning executive compensation. Mr. Lapinsky has never served as a member of the Board of Directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the directors or on the compensation committee. Mr. Lapinsky currently serves on our compensation committee. No other member of the compensation committee has ever been an officer or employee of ours or any of our subsidiaries. We do not have any compensation committee interlocks.