Notes Fifteen: EMPLOYEE BENEFIT PLANS

The Company has a qualified, defined benefit, noncontributory pension plan for certain U.S. employees not covered by union pension plans. The Company’s subsidiary in the Netherlands provides defined retirement benefits to its employees.The Company has a supplemental non - qualified, non - funded retirement plan (“SERP”) for certain U.S. executives. The Company also provides health and life insurance to a limited number of eligible retirees and eligible survivors of retirees.

Benefits paid to participants are based upon age, years of credited service and average compensation or negotiated benefit rates. For purposes of the qualified pension plan, compensation is base monthly salary, exclusive of overtime, severance, bonuses, commissions or deferral amounts. The U.S. Internal Revenue Code limits the amount per year on which benefits are based and the aggregate amount of the annual pension which may be paid by an employer from a plan which is qualified under the Internal Revenue Code for U.S. federal income tax purposes. The SERP provides for supplemental payments to be made to certain eligible executives in amounts sufficient to maintain total benefits upon retirement had there been no such Internal Revenue Code limitations, and, among other features, expands annual compensation to include bonuses and deferred compensation, calculated based upon the highest five of the last ten years of earnings prior to retirement. Such supplemental payments are typically made in the form of straightlife annuities paid over the life of retired executives, however, future payments can be accelerated at any time, including in-service lumpsum payments, subject to certain reductions.

Assets of the Company’s U.S. defined benefit plan are invested in a directed trust. Assets in the trust are invested in domestic and foreign equity securities of corporations (including $3,686,000 of the Company’s common stock at November 30, 2003), U.S. government obligations, derivative securities, corporate bonds and money market funds. The Dutch subsidiary contracts with a third-party insurance company to pay benefits to retirees.

The following sets forth the change in benefit obligations, change in plan assets, funded status and amounts recognized in the balance sheet as of November 30, 2003 for the Company’s defined benefit retirement plans and post retirement health care and life insurance benefits:

The projected Benefit obligation, accumulated Benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $181,280,000, $173,554,000, and $123,167,000, respectively, as of November 30, 2003, and $158,708,000, $148,593,000, and $113,738,000, respectively, as of November 30, 2002.

The Company's policy is to make pension plan contributions to the ex tent such contributions are mandatory, actuarially determined and tax deductible. The Company expects to contribute $3,547,000 to the U.S. pension plans in 2004.

Net periodic benefit costs for the Company's defined benefit retirement plans and post retirement health care and life insurance benefits for 2003, 2002 and 2001 included the following components:

The following table provides the weighted-average assumptions used to compute the actuarial present value of projected benefit obligations:

The assumed health care cost trend was increased from 9% to 10% in 2003; it is assumed that the rate will decline gradually to 5% by 2008 and beyond. The effect of a one-percentage-point change in the assumed health care cost trend would have altered the amounts of the Benefit obligation and the sum of the service cost and interest cost components of post retirement benefit expense for 2003, as follows:

For the Dutch pension plan, the projected Benefit obligation and plan assets at November 30, 2003 were $32,239,000 and $23,433,000, respectively. A net accrued pension liability of $651,000 was recorded as of November 30, 2003.The projected Benefit obligation and plan assets at November 30, 2002 were $24,428,000 and $18,123,000, respectively.

Approximately 19% of the Company's employees are covered by union-sponsored, collectively-bargained, multi-employer pension plans. Related to these plans, the Company contributed and charged to expense $2,340,000, $2,242,000 and $4,009,000 in 2003, 2002 and 2001, respectively. These contributions are determined in accordance with the provisions of negotiated labor contracts and generally are based on the number of hours worked.The Company has no intention of withdrawing from any of these plans, nor is there any intention to terminate such plans.

The Company has a deferred compensation plan providing eligible executives with the opportunity to participate in an unfunded, deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on their deferred amounts. The program is not qualified under Section 401 of the U.S. Internal Revenue Code. The total of participant deferrals and earnings thereon was $2,025,000 at November 30, 2003 and $2,331,000 at November 30, 2002. The participant deferrals earn interest at a rate based on the rate on U.S. government obligations. The interest expense related to this plan was $133,000 in 2003, $302,000 in 2002 and $667,000 in 2001.

The Company has a life insurance plan which provides eligible executives with life insurance protection equal to three times base salary. Upon retirement, the executive is provided with life insurance protection equal to final base salary. Benefits may be paid as a lump sum or as an annual income to the identified survivor over ten years.The expense related to this plan was $264,000 in 2003, $148,000 in 2002 and $230,000 in 2001. In connection with the SERP and the above two plans,whole life insurance policies are purchased on the related participants.At November 30, 2003, the cash surrender value of these policies was $29,312,000; and at November 30, 2002 the cash surrender value of these policies was $26,415,000, net of loans of $1,000,000. The Company is the sole owner of such policies.

The Company has severance agreements with certain key employees that could provide benefits upon termination of up to 3.5 times total annual compensation of such employees.

The Company provides to certain employees a savings plan under Section 401(k) of the U.S. Internal Revenue Code.The savings plan allows for deferral of income up to a certain percentage through contributions to the plan, within certain restrictions. Company matching contributions are in the form of cash. In 2003, 2002 and 2001, the Company recorded expense for matching contributions of $880,000, $602,000 and $883,000, respectively.