Wolohan Lumber (WLHN) DEF 14A Definitive proxy

TABLE OF CONTENTS

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

      Filed by the registrant   

      Filed by a party other than the registrant   

      Check the appropriate box:

         Preliminary proxy statement

         Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2).

         Definitive proxy statement.

         Definitive additional materials.

         Soliciting material pursuant to §240.14a-12.

Wolohan Lumber Co.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

      Payment of filing fee (check the appropriate box):

         No fee required.

         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1) Title of each class of securities to which transaction applies:

      (2) Aggregate number of securities to which transaction applies:

      (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

      (4) Proposed maximum aggregate value of transaction:

      (5) Total fee paid:

         Fee paid previously with preliminary materials.

         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 by registration statement number, or the form or schedule and the date of its filing.

      (1) Amount Previously Paid:

      (2) Form, Schedule or Registration Statement No.:

      (3) Filing Party:

      (4) Date Filed:

WOLOHAN LUMBER CO.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 1, 2003

To the Stockholders of Wolohan Lumber Co.:

     Notice is hereby given that the Annual Meeting of Stockholders of Wolohan Lumber Co. will be held on Thursday, the 1st day of May, 2003, at 11:00 a.m., local time, at the offices of the Company, 1740 Midland Road, Saginaw, Michigan for the following purposes:

     1. To elect a Board of five Directors of the Company to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified; and

     2. To transact such other business as may properly come before the meeting or any adjournments thereof.

     Stockholders of record at the close of business on March 17, 2003 are entitled to vote at the meeting or any adjournments thereof. Stockholders are requested to date, sign and mail the enclosed Proxy Card promptly in the enclosed addressed envelope.

By Order of the
Board of Directors

GEORGE I. GIBSON, JR.,
Secretary

April 2, 2003

WOLOHAN LUMBER CO.

PROXY STATEMENT

      This Proxy Statement contains information related to the Annual Meeting of Stockholders of Wolohan Lumber Co., a Michigan corporation, to be held on Thursday, May 1, 2003, beginning at 11:00 a.m., local time, at the offices of the Company, 1740 Midland Road, Saginaw, Michigan and at any adjournments of the meeting. The Proxy Statement and the accompanying Proxy Card are first being mailed to stockholders on or about April 2, 2003.

ABOUT THE MEETING

What is the purpose of the Annual Meeting

     At the Company’s Annual Meeting, stockholders will elect directors to serve for the ensuing year. In addition, the Company’s management will report on the performance of the Company during 2002 and respond to questions from stockholders.

Who is entitled to vote?

     Only stockholders of record of the Company’s Common Stock at the close of business on the record date, March 17, 2003, are entitled to receive notice of the Annual Meeting and to vote the shares of Common Stock that they held on that date at the meeting or any adjournment of the meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted on.

What constitutes a quorum?

     The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct business. As of the record date, 2,092,688 shares of Common Stock of the Company were outstanding. Abstentions and broker non-votes are each included in the determination of the number of shares present for purposes of a quorum.

How do I vote?

     If you are a registered stockholder, (that is, if you hold your stock in your own name), and you complete and properly sign the accompanying Proxy Card and return it to the Company’s stock transfer agent, Registrar and Transfer Company, it will be voted as you direct. If you attend the meeting, you may deliver your completed Proxy Card in person.

     If your shares are held in “street name” and you complete and properly sign the Proxy Card provided to you by your broker or other nominee, the broker or other nominee is required to vote your shares as you direct pursuant to a duly executed Proxy Card.

Can I change my vote after I submit my proxy?

     Yes. Even after you have submitted your proxy, you may change your vote at any time prior to the close of voting at the meeting by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date.

What vote is required for the election of directors?

     The affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, but will be counted for purposes of determining whether there is a quorum.

STOCK OWNERSHIP

How much Common Stock do the Company’s directors and executive officers own?

     The following table sets forth, as of March 17, 2003, the number of shares of the Company’s Common Stock beneficially owned by each director nominated for re-election, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group.

	Number of			Percent
Name of Individual or Group	Shares(1)			of Class
Hugo E. Braun, Jr.		15,470	(2)		*
Daniel P. Rogers		17,000	(3)		*
Lee A. Shobe		9,500	(2)		*
John A. Sieggreen		50,020	(3)(4)		2.4
Charles R. Weeks		8,000	(2)		*
James L. Wolohan		1,064,948	(5)		50.9
All Directors and Executive Officers as a Group (6 persons)		1,164,938			55.7

*	Less than one percent.
(1)	The number of shares shown in the table does not include 9,498 shares owned by spouses and children where beneficial ownership is disclaimed and does not include any Performance Shares held in the Long-Term Incentive Plans.
(2)	The number of shares shown in the table includes shares which the following directors have the right to acquire upon the exercise of stock options granted under the Stock Option Plan for Non-Employee Directors: Hugo E. Braun, Jr., Lee A. Shobe and Charles R. Weeks, 7,000 shares each.
(3)	The number of shares shown in the table includes shares issuable upon the exercise of stock options within 60 days of March 17, 2003 for the following executive officers: Daniel P. Rogers — 17,000 shares, and John A. Sieggreen — 49,000 shares.
(4)	The number of shares shown includes 1,000 shares which Mr. Sieggreen holds as custodian for his son.
(5)	The number of shares shown in the table as beneficially owned by James L. Wolohan includes 166,866 shares which he owns in his own name, 15,000 shares issuable upon the exercise of stock options within 60 days of March 17, 2003, 1,573 shares which he holds as custodian, 749,609 shares which he holds with Michael J. Wolohan as Co-Trustee of the Wolohan Family Trust and 131,900 shares owned by the Wolohan Family Foundation of which he is an officer and a director.

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Who are the largest owners of the Company’s Common Stock?

     The following table sets forth certain information concerning persons that, to the knowledge of the Company, own more than 5% of the outstanding Common Stock as of March 17, 2003.

	Number of			Percent
Name of Beneficial Owner	Shares(1)			of Class
Michael J. Wolohan and James L. Wolohan as Co-Trustees		749,609	(2)		35.8
Wolohan Family Trust
Timothy W. and Georgine Wolohan		163,320			7.8
6 Pinehurst Lane
Cincinnati, Ohio 45208
Wolohan Family Foundation(3)		131,900			6.3
1705 Crosby Road Wayzata, Minnesota 55391
Dimensional Fund Advisors, Inc.		104,926	(4)		5.0
1299 Ocean Avenue
Santa Monica, California 90401

(1)	Beneficial ownership of shares, as determined in accordance with applicable Securities and Exchange Commission rules, includes shares as to which a person has or shares voting power and/or investment power.
(2)	In addition, 7,260 shares are held by Michael J. Wolohan’s spouse as Trustee and 1,931 shares are held by Michael J. Wolohan as Trustee; James L. Wolohan owns 166,866 shares, is custodian of an account which holds 1,573 shares and holds stock options exercisable within 60 days of March 17, 2003 to purchase 15,000 shares; and James L. Wolohan’s spouse holds 242 shares in her own name and 9,256 shares as Trustee of four trusts.
(3)	James L. Wolohan is an officer and a director of this Foundation.
(4)	Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission.

ELECTION OF DIRECTORS

     The By-Laws of the Company provide that the number of directors shall be determined by the Board of Directors and shall not be less than five nor more than nine. The Board of Directors has fixed at five the number of directors to be elected at the meeting to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified. It is the intention of the persons named in the enclosed form of proxy to vote such proxy for the election of the nominees hereinafter named as directors.

     The proposed nominees for election as directors are willing to be elected as such. If, as a result of circumstances not now known or foreseen, any such nominees shall be unavailable or unwilling to serve as a director, proxies may be voted for the election of such other person or persons as the Board of Directors may select. Directors are elected by a plurality of votes which are present in person or represented by proxy at the meeting.

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INFORMATION ABOUT NOMINEES AS DIRECTORS

     The following information is furnished with respect to each person nominated for election as a director, each of whom is presently a director of the Company.

	Principal Occupation and Directorships in Other Publicly	Has Served as
Name and Age of Nominee	Owned Companies(1)	Director Since
Hugo E. Braun, Jr., 70.	Partner, Braun Kendrick Finkbeiner, P.L.C., Attorneys-at-law		1984
James L. Wolohan, 51.	Chairman of the Board, President and Chief Executive Officer of the Company, Director of Citizens Banking Corporation		1986
Charles R. Weeks, 68.	Formerly Chairman and Chief Executive Officer, Citizens Banking Corporation		1996
Lee A. Shobe, 64.	Formerly President and Chief Executive Officer of Dow Brands, Inc.		1996
John A. Sieggreen, 40.	Executive Vice President and Chief Operating Officer of the Company		1999

(1)  Each of the directors and nominees has had the same principal occupation during the past five years except as follows: Mr. Sieggreen served as Vice President of Operations from 1997 to 1999. Prior thereto he served in various management positions with Building Materials Holdings Corp.

     The law firm of Braun Kendrick Finkbeiner, P.L.C., of which firm Hugo E. Braun, Jr. is a partner, performs legal services for the Company.

     The Company maintains banking relationships in the ordinary course of business with Citizens Bank, a subsidiary of Citizens Banking Corporation, of which James L. Wolohan is a director.

How often did the Board meet during 2002?

     The Board of Directors held four meetings during 2002.

What are the Committees of the Board and what are the functions of the Board Committees?

     The Company has a standing Audit Committee, Compensation Committee and Management Review Committee of the Board of Directors.

     The members of the Audit Committee for 2002 were Hugo E. Braun, Jr., Chairman, Lee A. Shobe and Charles R. Weeks. The Audit Committee met five times during 2002. See “Report of the Audit Committee” herein.

     The members of the Compensation Committee for 2002 were Charles R. Weeks, Chairman, and Hugo E. Braun, Jr. The Compensation Committee met three times during 2002. The Committee reviews and recommends to the Board of Directors the compensation of officers of the Company, examines periodically the compensation structure of the Company and administers the Company’s Long-Term Incentive Plans.

     The members of the Management Review Committee for 2002 were Lee A. Shobe, Chairman, Hugo E. Braun, Jr. and Charles R. Weeks. This Committee met four times during 2002. Among its various responsibilities, the Committee recommends nominees for election as directors at the Annual Meeting of Stockholders and individuals to fill vacancies which may occur between annual meetings. The Committee will consider as potential nominees persons recommended by stockholders. Such recommendations should include a personal biography of the suggested nominee, an indication of the background or experience that qualifies such person for consideration, and a statement that such person has agreed to serve if nominated and elected.

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How are directors compensated?

     Directors who are not full-time employees received a fee of $19,000 for 2002, plus reimbursement for travel expenses to attend meetings of the Board of Directors. On May 2, 2002, each of the then current directors with the exception of James L. Wolohan and John A. Sieggreen, were granted an option under the Stock Option Plan for Non-Employee Directors to purchase 1,000 shares of Common Stock at an option price of $23.05 per share. The option price was equal to the closing market price on the date of grant.

REPORT OF THE AUDIT COMMITTEE

     The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Committee which is composed of independent Directors met five times in fiscal 2002, and operates under a written charter adopted by the Board of Directors. Executive management has the primary responsibility for the financial statements and the reporting process, including the Company’s systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

     The Committee reviewed with the independent auditors, Rehmann Robson, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. In addition, the Committee has discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the auditors’ written disclosures required by the Independence Standards Board Standard No. 1.

     The Committee also discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets periodically with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee has considered the compatibility of the provision of non-audit services with maintaining the auditor’s independence.

     In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2002 for filing with the Securities and Exchange Commission.

Audit Committee

Hugo E. Braun, Jr., Chairman

Lee A. Shobe

Charles R. Weeks

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AUDIT FEES

     The aggregate fees billed or expected to be billed to the Company for the year ended December 31, 2002 by the Company’s independent auditor, Rehmann Robson, are as follows:

Audit Fees		$	81,500
Tax Services			27,000
All Other Fees			24,400
	Total	$	132,900

COMPENSATION COMMITTEE REPORT

     The Compensation Committee is composed of two outside directors and is responsible for developing and making recommendations to the Board of Directors, with respect to the Company’s executive compensation policies. In addition, the Compensation Committee, pursuant to authority delegated by the Board, determines on an annual basis the compensation to be paid to the chief executive officer and each of the other officers of the Company.

     The Committee has available to it an outside compensation consultant and access to independent compensation data.

     The Company’s compensation policy for officers is designed to support the overall objective of enhancing value for stockholders by attracting, developing, rewarding and retaining highly qualified and productive individuals; relating compensation to both Company and individual performance; and ensuring compensation levels that are externally competitive and internally equitable.

     The key elements of the Company officers’ compensation consist of base salary, potential bonus awards under the Cash Incentive Compensation Program based on overall Company performance and the award of Performance Shares and stock options under the Long-Term Incentive Plan which give the officers the opportunity to earn long-term stock based incentives. The Compensation Committee’s policies with respect to each of these elements, including the determination of the compensation awarded to Mr. Wolohan, the Company’s chief executive officer, are discussed below. In addition, while the elements of compensation described below are considered separately, the Compensation Committee takes into account the full compensation package afforded by the Company to the individual.

Base Salary

     Each officer’s salary is reviewed annually. In determining appropriate salary levels, consideration is given to the scope of responsibility, experience, Company and individual performance as well as pay practices of other companies relating to executives of similar responsibility.

     With respect to the base salary of Mr. Wolohan in 2002, consideration was given to a comparison of base salaries of chief executive officers of peer companies, and an assessment of Mr. Wolohan’s individual performance. Mr. Wolohan’s base salary of $222,000 for 2002 remained the same as his 2001, 2000, 1999 and 1998 base salary.

Cash Incentive Compensation Program

     Cash incentives for operating managers are based on the results of the store(s) under the manager’s supervision. In 2002, factors determining the amount of such incentives included: (1) the operating income generated by the store, (2) the operating income as a percentage of sales (return on sales), and (3) the store’s results in a number of key performance areas such as payroll, variable expenses, and working capital management. Each of these factors is consistent with the various methods the Company uses to evaluate Company and individual store performance. Incentives for middle management corporate office staff are based on the summation of results for all stores using the same factors as operating management as well as individual performance objectives.

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     Cash incentives for senior management are based on total Company performance. Senior management was not awarded any cash incentive for 2002 with the exception of John Sieggreen who earned a cash incentive based on his attainment of individual performance objectives during the year.

Long-Term Incentive Plan

     The purpose of the Long-Term Incentive Plan of the Company is to: (1) strengthen the commonality of interest between management and the Company’s stockholders, (2) provide strong incentives and rewards for key employees to accomplish the Company’s long term goals and objectives, (3) attract and retain employees of high caliber and ability, and (4) offer, in combination with base salaries, other incentives and benefits, a comprehensive and competitive total compensation program. The Plan provides for the award of Performance Shares as well as stock options.

     Performance Shares.Performance Shares are based on return on investment and/or individual performance objectives. For job responsibilities there is specified the number of Performance Shares which will be awarded a participant if a specified return on investment and/or individual performance objectives are achieved. There were no Performance Shares awarded in 2002.

     Stock Options.Under the Long-Term Incentive Plan, stock options may be granted, from time to time, to officers and key employees of the Company. The number of options granted is determined by subjective evaluation of the person’s ability to influence the Company’s long-term growth and profitability. Stock options are granted with an exercise price equal to the market price of the Common Stock on the date of grant. There were no stock options granted during 2002.

     The Committee believes that linking executive compensation to corporate performance results in a better alignment of compensation with corporate goals and stockholder interest. As performance goals are met or exceeded, resulting in increased value to stockholders, executives are rewarded commensurately. The Committee believes that compensation levels during 2002 adequately reflect the Company’s compensation goals and policies.

Compensation Committee

CHARLES R. WEEKS,Chairman

Hugo E. Braun, Jr.

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EXECUTIVE COMPENSATION

     The following summary compensation table sets forth information with respect to the compensation of the Chief Executive Officer and the named executive officers of the Company.

Summary Compensation Table

								Long-Term
								Compensation
								Awards
								Number of
								Securities
		Annual Compensation(1)						Underlying
								Options/		All Other
Name and Principal Position		Year		Salary		Bonus		Granted(2)		Compensation(3)
James L. Wolohan			2002	$	222,000	$	–0–		–0–	$	19,572
	Chairman of the Board, President		2001		222,000		125,000		–0–		17,498
	and Chief Executive Officer		2000		222,000		–0–		50,000		17,669
John A. Sieggreen			2002		169,615		40,000		–0–		12,654
	Executive Vice President and		2001		155,000		60,000		–0–		11,035
	Chief Operating Officer		2000		155,000		50,000		50,000		9,900
Daniel P. Rogers			2002		145,962		–0–		–0–		7,493
	Senior Vice President —		2001		135,000		40,000		–0–		8,077
	General Merchandise Manager		2000		135,000		30,000		50,000		8,187

(1)	The aggregate amount of perquisites and other personal benefits for any named executive officer does not exceed $50,000 or 10% of the total of annual salary and bonus for any such named executive officer, and is therefore, not reflected in the table.
(2)	Represents the number of stock options granted under the Company’s Long-Term Incentive Plan.
(3)	This column represents the Company’s contributions to the Deferred Profit Sharing Plan, the Company’s contribution to the 401K Plan and the Supplemental Executive Retirement Program as well as dividends paid on outstanding Performance Shares awarded but not distributed under the Company’s Long-Term Incentive Plan. The aggregate of such contributions was as follows: Mr. Wolohan — $14,076; Mr. Sieggreen — $10,554; and Mr. Rogers — $6,548. Dividends paid during 2002 on outstanding Performance Shares earned but not distributed under the Company’s Long-Term Incentive Plans were as follows: Mr. Wolohan — $5,496; Mr. Sieggreen — $2,100; and Mr. Rogers — $945.

Long-Term Incentive Plan

     There were no Performance Shares awarded during 2002 under the Company’s Long-Term Incentive Plan to the executive officers named in the Summary Compensation Table.

     Performance Shares when awarded are earned by a participant based on the achievement of performance goals and/or individual performance objectives at the end of the stated performance period and the participant’s continued employment after such period. Such shares as to which performance goals and/or individual performance objectives have been met shall be deemed earned by the participant in increments of twenty percent per year for each year after the end of the stated performance period, so that by the end of the fifth year after the end of the stated performance period, the participant will have fully earned the Performance Shares.

     Performance Shares shall be distributed to participants in the form of one share of the Company’s Common Stock for each Performance Share earned. In lieu of immediate issuance of shares of Common Stock upon being earned, the Compensation Committee shall defer the delivery of such shares for a period of five years after the date all of the Performance Shares become 100% earned; provided, however, in the event of

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termination of employment by the participant during such five year period, all such shares not yet distributed shall be delivered to or on behalf of the participant.

     Under the Long-Term Incentive Plan the following executive officers named in the Summary Compensation Table are vested and non-vested with the following number of Performance Shares having the following aggregate values based on the last sales price of the Common Stock of the Company on the NASDAQ National Market System on December 31, 2002:

	Performance Shares				Performance Shares
	Vested				Nonvested
Name	Number		Value		Number		Value
James L. Wolohan		16,030	$	336,630		3,600	$	75,600
John A. Sieggreen		5,200		109,200		2,300		48,300
Daniel P. Rogers		2,500		52,500		2,000		42,000

     After achievement of the related performance objectives, recipients of Performance Shares receive a cash amount equal to the declared dividends on the Company’s Common Stock until the Performance Shares are fully vested and Common Stock distributed. Such amounts are paid directly to the participant.

Options/ SAR Grants During 2002

     There were no options granted during 2002 under the Company’s Long-Term Incentive Plan to the executive officers named in the Summary Compensation Table.

Options Exercised During 2002 and 2002 Year-End Option Values

     The following table sets forth certain information on options exercised during 2002 by the executive officers named in the Summary Compensation Table as well as the number of stock options remaining unexercised at December 31, 2002 and the value of such options at December 31, 2002.

					Number of				Value of Unexercised
					Securities Underlying				In-the-Money
			Value		Unexercised Options				Stock Options
	Shares		Realized		at December 31, 2002				at December 31, 2002
	Acquired on		at
Name	Exercise		Exercise		Exercisable		Unexercisable		Exercisable		Unexercisable
James L. Wolohan		65,000	$	384,575		15,000		65,000	$	118,125	$	665,000
John A. Sieggreen		-0-		-0-		42,000		63,000		345,375		655,250
Daniel P. Rogers		-0-		-0-		17,000		58,000		143,375		616,000

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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

     The 2002 Peer Group Index is composed of the following issuers: Wickes, Inc. and Building Materials Holding Corp. Prepared by: Research Data Group, Inc.

SELECTION OF INDEPENDENT AUDITORS

     Rehmann Robson has been re-appointed as independent auditors to audit the Company’s financial statements for the year 2003. Rehmann Robson will be present at the Annual Meeting of Stockholders, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by stockholders.

MISCELLANEOUS

     It is not expected that any other matters are likely to be brought before the meeting. However, if any other matters are presented, it is the intention of the persons named in the proxy to vote the proxy in accordance with their best judgment.

     The entire cost of preparing and mailing the proxy material will be borne by the Company. Solicitation of proxies will be made by mail, personally, or by telephone, by officers, directors and regular employees of the Company. The Company will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the stockholders and the Company will reimburse such institutions for their out-of-pocket expenses incurred thereby.

     It is important that proxies be returned promptly to avoid unnecessary expense. Therefore, whether you plan to attend or not, you are urged regardless of the number of shares of stock owned, to date, sign and return the enclosed Proxy Card promptly.

     Stockholders Proposals.Pursuant to the General Rules under the Securities Exchange Act of 1934, proposals of stockholders intended to be presented to the 2004 Annual Meeting of Stockholders must be received by the Secretary of the Company at the executive offices on or before November 28, 2003.

By Order of the Board of Directors,

GEORGE I. GIBSON, JR.,

Secretary

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x	PLEASE MARK VOTES	WOLOHAN LUMBER CO.
	AS IN THIS EXAMPLE

			For	With- Hold	For All/ Except
Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders to be held on May 1, 2003	1.	Election of Directors Nominees as Directors:	o	o	o
The undersigned hereby appoints JAMES L. WOLOHAN and GEORGE I. GIBSON, JR., or either of them, with power of substitution in each to vote the Proxies of all Common Stock of the undersigned in Wolohan Lumber Co. at the Annual Meeting of Stockholders to be held on May 1, 2003, and at all adjournments thereof.		Hugo E. Braun, Jr. James L. Wolohan John A. Sieggreen	Charles R. Weeks Lee A. Shobe
Unless otherwise specified, the Proxies are appointed to vote FOR the Election of all Directors.		NOTE: If you do not wish your shares voted “For” a particular nominee, mark the “FOR ALL EXCEPT” box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s).
	2.	In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the meeting.

Please be sure to sign and date
this Proxy in the box below.	Date
Stockholder sign above	Co-holder (if any) sign above

/\ Detach above card, sign, date and mail in postage paid envelope provided. /\

WOLOHAN LUMBER CO.

PLEASE VOTE, DATE AND SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE
ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN
THIS PORTION WITH THE PROXY IN THE ENVELOPE
PROVIDED. DO YOU HAVE ANY COMMENTS?