MOORE BENJAMIN & CO, DEF 14A, 1999-03-18

MOORE BENJAMIN & CO
DEF 14A, 1999-03-18
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

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<PAGE>
SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

- --------------------------------------------------------------------------------
(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):

/X/ 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>

BENJAMIN MOORE & CO.

---------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------

The Annual Meeting of the Shareholders of Benjamin Moore & Co. will be held
on Thursday, the 15th day of April, 1999, at 11:00 o'clock in the morning, New
Jersey time, at the Woodcliff Lake Hilton, Chestnut Ridge Road and Tice
Boulevard, Woodcliff Lake, New Jersey, for the following purposes:

1. To elect four (4) Class II Directors to hold office for three years
each.

2. To amend the Restated Certificate of Incorporation and the Bylaws of
the Company to grant the Board of Directors the authority to amend,
alter,change and repeal the Bylaws and to adopt new Bylaws without
shareholder approval.

3. To amend the Restated Certificate of Incorporation of the Company to
eliminate the preemptive rights of holders of all shares of the Company's
equity securities.

4. To transact such other business as may properly be brought before the
meeting, or any adjournment or postponement thereof.

In accordance with the Bylaws of the Company, the Board of Directors has
fixed the close of business on March 1, 1999 as the record date for the meeting.
Accordingly, only shareholders of record at the close of business on March 1,
1999 will be entitled to notice of and to vote at the meeting.

Whether or not you expect to be personally present at the meeting, please
complete, date, sign and return the enclosed proxy in the envelope which is
provided in order to be certain that your shares will be voted at the meeting.

If you attend, we invite you to stay for lunch after the meeting. In order
that we may plan for lunch, we request you to please complete and return the
enclosed card together with the proxy.

Montvale, New Jersey
March 18, 1999

By Order Of The Board of Directors
John T. Rafferty
SECRETARY
<PAGE>
PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Benjamin Moore & Co., a New Jersey corporation (the
"Company"), of proxies to be used at the Annual Meeting of Shareholders to be
held on the 15th day of April, 1999, at 11:00 o'clock in the morning, New Jersey
time, or at any adjournment or postponement thereof (the "Meeting"). Only
shareholders of record at the close of business on March 1, 1999 (the "Record
Date") will be entitled to notice of and to vote at the Meeting.

The principal executive offices of the Company are located at 51 Chestnut
Ridge Road, Montvale, New Jersey 07645. This Proxy Statement and the related
Notice of Annual Meeting of Shareholders and proxy were first sent or given to
shareholders on or about March 18, 1999.

The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1998, including financial statements, accompanies this Proxy
Statement and the related Notice of Annual Meeting of Shareholders and proxy.

The cost of the solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mails, the Company may use
the services of its officers and regular employees (none of whom will receive
any compensation therefor in addition to their regular compensation) to solicit
proxies, personally or by telephone. Arrangements may also be made with banks,
brokerage houses and other custodians, nominees and fiduciaries to forward the
proxy materials to the beneficial owners, and the Company may reimburse such
banks, brokerage houses, custodians, nominees and fiduciaries for their
reasonable expenses in connection therewith. At the 1998 Annual Meeting of
Shareholders, more than 90% of the outstanding shares were represented at the
meeting in person or by proxy.

OUTSTANDING SHARES

At the close of business on March 1, 1999, there were 8,905,092 shares of
Common Stock, par value $10 per share, outstanding. Each share of Common Stock
is entitled to one vote on all matters with respect to which holders thereof are
entitled to vote, as set forth in the accompanying Notice of Annual Meeting of
Shareholders.

PROXY PROCEDURE

The form of proxy provides space for a shareholder to withhold authority to
vote for any or all nominees for the Board of Directors or to abstain from
voting on the proposed amendments of the Company's Restated Certificate of
Incorporation (the "Certificate") and the Bylaws (the "Bylaws") if the
shareholder chooses to do so. The election of Directors requires a plurality of
the votes cast. Approval of each of the proposals to amend the Certificate and
the Bylaws requires the affirmative vote of 66 2/3% of the outstanding shares of
the Company's Common Stock entitled to vote thereon. Abstentions and broker
non-votes are counted for purposes of determining whether a quorum is present at
the Meeting. For purposes of election of Directors, abstentions and broker
non-votes are not considered as votes cast. For purposes of the proposals to
amend the Certificate and the Bylaws, abstentions and broker non-votes are
considered as votes against the proposals. The presence of a majority of the
outstanding shares of Common Stock will constitute a quorum. Votes on each of
the above matters will be counted by duly appointed inspectors of election,
whose responsibilities are to ascertain the number of shares outstanding and the
voting power of each, determine the number of shares represented at the Meeting
and the validity of proxies and ballots, count all votes and report the results
to the Company.

A properly completed, signed and dated proxy which is received prior to the
Meeting will be voted in the manner specified therein. If authority to vote for
one or more of the nominees for election as Director has not been withheld on
the proxy in accordance with the instructions set forth thereon, the proxy will
be voted for the election of all such nominees; if authority to vote for one or
more of such nominees has been so withheld, the proxy will only be voted for the
election of the balance of such nominees. The proxy will be
<PAGE>
voted for not more than four (4) Directors. If no direction is given with
respect to either of the proposals to amend the Certificate and the Bylaws, a
signed proxy will be voted in favor of such proposals.

At the date of this Proxy Statement, the Board of Directors does not know of
any matters to be brought before the Meeting which are not set forth in the
accompanying Notice of Annual Meeting of Shareholders. A proxy in the
accompanying form will confer discretionary authority with respect to any such
other matter. If any such other matter or matters are properly brought before
the Meeting or any adjournment(s) or postponement(s) thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
shares represented thereby in accordance with their best judgment.

A shareholder may revoke his or her proxy prior to the voting thereof by
giving written notice of revocation to the Secretary of the Company, by
executing and delivering a later dated proxy, or by attending the Meeting and
voting his or her shares in person.

PRINCIPAL SHAREHOLDERS

Set forth below is certain information, as of March 1, 1999 (or in the case
of interests under the Company's Employees' Stock Ownership Plan (the "ESOP"),
the most recent allocation date which is December 31, 1998), with respect to
certain persons, including each person who, to the knowledge of the Company, may
be deemed to own beneficially (within the meaning of the applicable rules and
regulations of the Securities and Exchange Commission) more than five percent of
the Company's Common Stock. In reviewing the following table, it should be noted
that, as set forth in the notes thereto, a substantial number of the shares are
held in trusts, the trustees of which are more than one of the persons named
below; accordingly, the number of shares set forth opposite the name of each
such person (and the corresponding percentage ownership represented thereby)
refers, in several instances, to the same shares.

The shares shown include stock options issued under the Stock Option Plans
of the Company which are exercisable on or within sixty days after March 1,
1999. The stock options permit the purchase of a total of 10,500 shares, 11,000
shares, 15,000 shares and 8,500 shares by Messrs. Belcher, Jr., Dupuy, Roob and
Vail, respectively, each of whom is a Director of the Company. For the purpose
of calculating percentage ownership for each person such shares were also
considered to be outstanding.

<TABLE>
<CAPTION>
SHARES OWNED APPROXIMATE
BENEFICIALLY PERCENTAGE OF
AS OF OUTSTANDING
NAME AND ADDRESS MARCH 1, 1999 SHARES
- ------------------------------------------------------------------------------------ ------------- ---------------
<S> <C> <C>
Benjamin M. Belcher, Jr............................................................. 972,497(1) 10.9
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Yvan Dupuy.......................................................................... 415,665(2) 4.7
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Richard Roob........................................................................ 544,000(3) 6.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Charles C. Vail..................................................................... 521,448(4) 5.9
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Benjamin Moore & Co. Employees' Stock............................................... 397,425(5) 4.5
Ownership Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645
</TABLE>

2
<PAGE>
- ------------------------

(1) Includes 841,558 shares held by trusts of which Mr. Belcher, Jr. is a
co-trustee. The other co-trustees of said trusts are as follows: (a) trusts
holding a total of 16,000 of such shares--individuals having no affiliation
with the Company; (b) trusts holding 420,133 of such shares--Mr. Vail; and
(c) a trust holding 8,000 of such shares--Mrs. Sara B. Wardell, a Director
of the Company. In each case, the co-trustees are empowered to make all
decisions in respect of the shares, including the voting and disposition
thereof. Also, Mr. Belcher, Jr. is one of three trustees of the ESOP. Mr.
Belcher, Jr. has an interest under the ESOP in 2,405 shares. The other
trustees are Mr. Yvan Dupuy and Mr. Richard Roob, each of whom is a Director
of the Company. Mr. Belcher, Jr.'s wife owns 2,824 shares which are not
counted above, and in which he disclaims any beneficial interest.

(2) Mr. Dupuy is one of three trustees of the ESOP. Mr. Dupuy has an interest
under the ESOP in 1,261 shares. The other trustees are Mr. Benjamin M.
Belcher, Jr. and Mr. Richard Roob, each of whom is a Director of the
Company.

(3) Includes 434,210 shares held by trusts of which Mr. Roob is a co-trustee.
The other co-trustees of said trusts are as follows: (a) a trust holding
19,200 of such shares--Mrs. Wardell and Mr. Vail; (b) a trust holding 8,059
of such shares--an individual having no affiliation with the Company and a
retiree of the Company; and (c) a trust holding 9,526 of such shares--an
individual having no affiliation with the Company. In each case, the
trustees are empowered to make all decisions in respect of the shares,
including the voting and disposition thereof. Also, Mr. Roob is one of three
trustees of the ESOP. Mr. Roob has an interest under the ESOP in 3,203
shares. The other trustees are Mr. Benjamin M. Belcher, Jr. and Mr. Yvan
Dupuy, each of whom is a Director of the Company. Mr. Roob's wife owns
21,000 shares and each of his two daughters owns 2,500 shares, which are not
counted above, and in which he disclaims any beneficial interest.

(4) Includes 506,433 shares held by trusts of which Mr. Vail is a co-trustee.
The other co-trustees of said trusts are as follows: (a) trusts holding
420,133 of such shares--Mr. Belcher, Jr.; (b) a trust holding 19,200 of such
shares--Mr. Roob and Mrs. Wardell; (c) a trust holding 24,000 of such
shares-- Mrs. Wardell; (d) a trust holding 33,600 of such shares--Mr. Ward
B. Wack, a Director of the Company; (e) a trust holding 8,000 of such
shares--an individual having no affiliation with the Company; and (f) a
trust holding 1,500 of such shares--an individual having no affiliation with
the Company and a retiree of the Company. The co-trustees are empowered to
make all decisions in respect of the shares, including the voting and
disposition thereof. Also includes 1,015 shares in which Mr. Vail has an
interest under the ESOP. Mr. Vail's wife owns 200 shares which are not
counted above, and in which he disclaims any beneficial interest.

(5) The ESOP (described hereafter) owns these shares and the three trustees are
Mr. Benjamin M. Belcher, Jr., Mr. Yvan Dupuy and Mr. Richard Roob.

3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS

Pursuant to the Company's Certificate of Incorporation and Bylaws, the Board
of Directors is divided into three classes. Each year the Directors in one class
are elected to serve terms of three years.

The Board of Directors has nominated Charles H. Bergmann, Jr., Robert H.
Mundheim, Charles C. Vail and Sara B. Wardell, all of whom were previously
elected by the shareholders, for election as Class II Directors at the 1999
Annual Meeting of Shareholders. The four (4) nominees for election as Class II
Directors, if elected, will each hold office for a three-year term until the
Annual Meeting of Shareholders to be held in the year 2002, and until a
successor has been duly elected and qualified.

Mr. Ward B. Wack and Mr. Robert J. Hodgson, Class II and Class III
Directors, respectively, are retiring at the time of the 1999 Annual Meeting of
Shareholders after twenty-four and five years of service as Directors,
respectively. Accordingly, the Board of Directors pursuant to the Bylaws of the
Company has determined that the number of Directors of the Company will be
reduced from 14 to 12, effective April 15, 1999, upon the expiration of the
terms of Mr. Wack and Mr. Hodgson.

The persons named as proxies in the accompanying form of proxy have advised
the Company that, unless otherwise instructed, they intend to vote the shares
covered by duly executed proxies for the election of Charles H. Bergmann, Jr.,
Robert H. Mundheim, Charles C. Vail and Sara B. Wardell. All of the nominees
have agreed to serve if elected. Should any such person become unable or
unavailable for election as a Director, an event which the Board of Directors
does not anticipate, the individuals appointed as proxies reserve the right to
vote such shares for the election of such substitute nominee(s) as the Board of
Directors may propose.

The following table sets forth certain information with respect to the four
(4) nominees for election as Class II Directors to hold office for three years
and with respect to each Director whose term of office will continue after the
Meeting. See also "Ownership of Securities by Nominees and Directors" below.

NOMINEES FOR ELECTION

CLASS II DIRECTORS

Charles H. Bergmann, Jr.Section..... 55 Director of Communications of Alto Dairy 2002 1996
Cooperative, a 100 year old farmer-owned
cooperative in Waupun, Wisconsin, and
employed there since 1989

Robert H. MundheimSection#.......... 66 Of Counsel, Shearman & Sterling; Senior 2002 1997
Executive Vice President and General Counsel
from December 1997 through December 1998 of
Salomon Smith Barney Holdings, Inc. which
together with its subsidiaries conducts
global investment banking, global securities
and commodities trading; Executive Vice
President and General Counsel from September
1992 to 1997 of Salomon Inc., a predecessor
of Salomon Smith Barney Holdings, Inc.
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
YEAR TERM SERVED AS
OF OFFICE A DIRECTOR
NAME AGE PRINCIPAL OCCUPATION WILL EXPIRE SINCE
- ------------------------------------ --- -------------------------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Charles C. Vail*.................... 55 Senior Vice President of the Company and a 2002 1986
Vice President since 1988

Sara B. Wardell#.................... 56 Managing Director, Scoville Memorial 2002 1987
Library, Salisbury, Ct., from 1978 to 1993
and since then has been a library consultant
(1)

DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE MEETING

CLASS I DIRECTORS

Benjamin M. Belcher, Jr.*........... 64 Retired; Executive Vice President of the 2001 1975
Company from 1991 to 1998(1)

Yvan Dupuy*+#....................... 47 President of the Company since 1996; Senior 2001 1990
Vice President of the Company from 1995 to
1996; Vice President-Sales and Marketing of
the Company from 1988 to 1995

Gerald W. Moore*+Section#........... 66 Retired business executive; private investor 2001 1994
from 1989 to the present

CLASS III DIRECTORS

Ward C. Belcher..................... 52 Vice President-Operations of the Company 2000 1988
since 1989(1)

Frederick J. Costello+Section....... 61 Retired executive of Union Carbide 2000 1997
Corporation, a chemicals company; President
of the Solvents and Coatings Materials
Division of Union Carbide Corporation from
1989 until retirement in 1993

John C. Moore, Jr.+................. 54 Employed by Electronic Data Systems (EDS), 2000 1994
providing management consulting and
technology planning, since 1985

Richard Roob*+#..................... 66 Chairman of the Board of Directors of the 2000 1979
Company since 1984

Maurice C. Workman*+................ 70 Retired; President of the Company from 1970 2000 1963
to 1996
</TABLE>

- ------------------------

* Member of the Executive and Finance Committee.

+ Member of the Audit Committee.

Section Member of the Compensation and Stock Option Plan Committee.

# Member of the Governance Committee.

(1) Messrs. B. M. Belcher, Jr. and W. C. Belcher are brothers and Mrs. Wardell
is their sister.

5
<PAGE>
OWNERSHIP OF SECURITIES BY NOMINEES AND DIRECTORS

Set forth below is certain information, as of March 1, 1999 (or in the case
of interests under the Company's Employees' Stock Ownership Plan (the "ESOP"),
the most recent allocation date which is December 31, 1998), with respect to the
shares of Common Stock of the Company, and with respect to the Common Shares of
its Canadian subsidiary, which may be deemed to be beneficially owned (within
the meaning of the applicable rules and regulations of the Securities and
Exchange Commission), by each nominee for election as a Director of the Company,
by each of its current Directors, by each of the executive officers named in the
Summary Compensation Table appearing below and by all Directors and executive
officers as a group. In reviewing the following table, it should be noted that
as set forth in the notes thereto, a substantial number of the shares are held
in trusts, the trustees of which are more than one of the persons named below;
accordingly, the number of shares set forth opposite the names of each such
person (and the corresponding percentage ownership presented below) refers, in
several instances, to the same shares.

The shares shown include stock options issued under the Stock Option Plans
of the Company which are exercisable on or within sixty days after March 1,
1999. The stock options permit the purchase of a total of 10,500 shares, 7,250
shares, 11,000 shares, 4,750 shares, 15,000 shares and 8,500 shares by Messrs.
B.M. Belcher, Jr., W. C. Belcher, Dupuy, Hodgson, Roob and Vail, respectively,
1,000 shares each by Messrs. Bergmann, Jr., Costello, G.W. Moore, J.C. Moore,
Jr., Mundheim, Wack, Workman and Mrs. Wardell and 81,200 shares by all Directors
and executive officers as a group. For the purpose of calculating percentage
ownership for each person or the group such shares were also considered to be
outstanding.

<TABLE>
<CAPTION>
SHARES OF
SHARES OF APPROXIMATE CANADIAN APPROXIMATE
COMPANY PERCENTAGE OF SUBSIDIARY PERCENTAGE OF
OWNED AS OF OUTSTANDING OWNED AS OF OUTSTANDING
NAME 3/1/99 SHARES 3/1/99 SHARES
- ------------------------------------------------ ----------- --------------- ------------ -----------------
<S> <C> <C> <C> <C>

Benjamin M. Belcher, Jr......................... (1) (1)

Ward C. Belcher................................. 249,062(2) 2.8 5,490 11) *

Charles H. Bergmann, Jr......................... 100,531(3) 1.1

Frederick J. Costello........................... 1,500 *

Yvan Dupuy...................................... (1) (1) 1,000 *

Robert J. Hodgson............................... 8,257(4) * 1,000 *

Gerald W. Moore................................. 92,462(5) 1.0

John C. Moore, Jr............................... 347,958(6) 3.9

Robert H. Mundheim.............................. 2,500 *

Richard Roob.................................... (1) (1) 3,450 *

Charles C. Vail................................. (1) (1) 3,470 12) *

Ward B. Wack.................................... 253,958(7) 2.9 6,700 13) .5

Sara B. Wardell................................. 230,682(8) 2.6 6,530 14) .5

Maurice C. Workman.............................. 6,115(9) * 1,000 *

Directors and executive officers as a group (22
persons, including the above)................. 2,458,472(10) 27.3 25,570 10) 2.0
</TABLE>

- ------------------------

* Represents .4% or less of the outstanding shares of Common Stock of the
Company or its Canadian subsidiary.

6
<PAGE>
(1) Reference is made to the information set forth under the caption "Principal
Shareholders" above, and to the table and the notes thereunder.

(2) Includes 36,482 shares of the Company's Common Stock held by trusts of which
Mr. Ward C. Belcher is a co-trustee. The co-trustees are empowered to make
all decisions in respect of the shares, including the voting and disposition
thereof. Also includes 1,658 shares in which Mr. Belcher has an interest
under the Company's ESOP. In addition, Mr. Belcher is Custodian of 29,664 of
such shares held under the Uniform Gifts to Minors Act. Mrs. Ward C. Belcher
owns 5,980 shares of the Company's Common Stock of which 4,256 shares are
held as Custodian under the Uniform Gifts to Minors Act. Mr. Belcher
disclaims any beneficial interest in such shares which are not counted
above.

(3) Includes 94,226 shares owned by Bergmann Enterprises Limited Partnership of
which Mr. Bergmann, Jr. is the managing general partner. Also includes 4,176
shares held by a trust of which Mr. Bergmann, Jr. is a co-trustee with Mrs.
Charles H. Bergmann, Jr. Mrs. Bergmann, Jr. owns 3,972 shares and is a
trustee with their son of a trust holding 7,511 shares which are not counted
above, and in which Mr. Bergmann, Jr. disclaims any beneficial interest.

(4) Includes 707 shares in which Mr. Hodgson has an interest under the Company's
ESOP.

(5) Includes shares held by two trusts of which Mr. Gerald W. Moore is a
trustee. Mr. Gerald W. Moore is: (a) the sole trustee of a trust holding
49,416 of such shares and (b) a co-trustee with a bank of a trust holding
34,824 of such shares. The trustees are empowered to make all decisions in
respect of the shares, including the voting and disposition thereof.

(6) Includes 346,608 shares held by a trust of which Mr. John C. Moore, Jr. is a
co-trustee with his uncle and two cousins. The co-trustees are empowered to
make all decisions in respect of the shares, including the voting and
disposition thereof.

(7) Includes 219,358 shares owned by Wack Enterprises, L.P. of which Mr. Wack is
the sole shareholder of the general partner Warco Corp. Mr. Wack also holds
a 99% limited partnership interest in Wack Enterprises, L.P. Also includes
33,600 shares of the Company's Common Stock held by a trust of which Mr.
Wack is a co-trustee. The other co-trustee is Mr. Vail. The co-trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof. Mrs. Ward B. Wack owns 200 shares which are
not counted above, and in which Mr. Wack disclaims any beneficial interest.

(8) Includes 58,909 shares held by trusts of which Mrs. Wardell is a co-trustee.
The other co-trustees of said trusts are as follows: (a) a trust holding
19,200 of such shares--Mr. Roob and Mr. Vail; (b) a trust holding 24,000 of
such shares--Mr. Vail; (c) a trust holding 8,000 of such shares--Mr.
Belcher, Jr.; and (d) a trust holding 7,709 of such shares--a bank. Mrs.
Wardell's adult daughter owns 27,361 shares which are not counted above, and
in which she disclaims any beneficial interest.

(9) Mrs. Maurice C. Workman owns 5,089 shares which are not counted above, and
in which Mr. Workman disclaims any beneficial interest.

(10) Shares which may be deemed to be owned by more than one executive officer
or Director have been counted only once for purposes of the group totals.

(11) Includes 1,230 shares held as custodian for his children.

(12) Consists of 3,470 shares held by a trust of which Mrs. Wardell is a
co-trustee. The co-trustees are empowered to make all decisions in respect
of the shares, including the voting and disposition thereof.

(13) Held by Wack Enterprises, L.P. See footnote (7) above.

(14) Includes 3,470 shares held by a trust of which Mr. Vail is a co-trustee.
The co-trustees are empowered to make all decisions in respect of the
shares, including the voting and disposition thereof.

7
<PAGE>
Shares owned by the Directors' parents (including the Estates of parents),
spouses, adult children and their spouses, brothers or sisters and their spouses
(except those who are Directors of the Company), aunts and uncles, in which
shares beneficial ownership is disclaimed, total 920,700 shares, or 10.3% of the
outstanding shares.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Audit Committee, an Executive and Finance Committee, a
Compensation and Stock Option Plan Committee and a Governance Committee. The
Audit Committee functions include recommending to the Board of Directors the
engagement of the independent public accountants for the Company, reviewing with
the independent public accountants the plan and results of the audit engagement,
considering the effect of any non-audit services upon the independence of the
accountants, approving the fees for audit and non-audit services, and reviewing
with the independent public accountants certain internal accounting controls.
The Executive and Finance Committee may exercise all powers of the Board of
Directors with certain exceptions as required by law. The Compensation and Stock
Option Plan Committee is responsible for the approval of the Company's
performance bonus plan and for compensation arrangements for each executive
officer named in the Summary Compensation Table appearing below; it establishes
performance goals for senior executives, and it administers the Company's Stock
Option Plans. The Governance Committee, among other things, evaluates and
recommends candidates for election to the Board of Directors and assesses the
performance of Directors.

During 1998, there were four meetings of the Board of Directors, two
meetings of the Audit Committee, four meetings of the Executive and Finance
Committee, six meetings of the Compensation and Stock Option Plan Committee and
five meetings of the Governance Committee. Each Director of the Company attended
at least 75% of the meetings of the Board of Directors and the Committee or
Committees of which such person was a member.

8
<PAGE>
DIRECTOR COMPENSATION

In 1998, all non-employee Directors of the Company were paid a fee at an
annual rate of $30,000 in consideration of their services as such. Directors who
are also employees are not compensated for services as a Director. The Company
is reviewing arrangements for 1999.

In addition, Maurice C. Workman (who is a Director of the Company who
retired as an employee on May 1, 1996) was paid a fee for consulting services
rendered to the Company in 1998 at an annual rate of $25,000. Gerald W. Moore
(who is a Director of the Company) was also paid a fee in 1998 of $15,000 for
service as Chairman of the Compensation and Stock Option Plan Committee and
$11,250 for service as Chairman of the Governance Committee.

In accordance with the provisions of the 1998 Stock Incentive Plan, stock
options covering 1,000 shares are granted each year to each non-employee
Director under the provisions of the Plan.

EXECUTIVE COMPENSATION

The following table sets forth information for each of the last three fiscal
years concerning the compensation earned by the Company's Chief Executive
Officer and each of the other four most highly compensated executive employees
of the Company during 1998 who were executive officers of the Company as of the
end of such fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION OTHER
-------------------- ANNUAL ALL OTHER
NAME AND SALARY BONUS COMPENSATION COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4)
- -------------------------------------------------- --------- --------- --------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard Roob...................................... 1998 633,000 296,781 3,730 2,173
Chairman of the 1997 609,500 160,000 4,782 2,239
Board of Directors and 1996 586,000 115,735 5,738 2,134
Chief Executive Officer

Yvan Dupuy........................................ 1998 378,000 160,503 12,579 2,173
President and 1997 349,992 101,750 5,818 2,239
Chief Operating Officer 1996 293,344 49,135 5,738 2,134

Benjamin M. Belcher, Jr.(5)....................... 1998 317,812 49,138 3,730 2,173
Executive Vice President 1997 307,500 66,885 4,782 2,239
1996 298,500 41,044 5,738 2,134

Charles C. Vail................................... 1998 245,634 61,999 16,766 2,173
Senior Vice President 1997 235,625 42,398 10,680 2,239
1996 215,500 32,476 12,261 2,134

Ward C. Belcher................................... 1998 213,750 53,972 8,437 2,173
Vice President--Operations 1997 211,000 34,637 4,782 2,239
1996 203,000 27,912 5,738 2,134
</TABLE>

- ------------------------

(1) Salary includes amounts deferred pursuant to salary reduction elections made
under the Company's Deferred Savings and Investment Plan (a "401(k) Plan")
which does not have a Company matching contribution.

(2) See the discussion below under the caption "Annual Incentives".

9
<PAGE>

(3) Includes only imputed income pursuant to the Internal Revenue Code of 1986
with respect to promissory notes without stated interest delivered in
partial payment for the purchase of Common Stock under the Employees' Stock
Purchase Plan. See caption "Promissory Notes" below.

(4) Includes only the fair market value of shares allocated in respect of the
indicated years under the Employees' Stock Ownership Plan.

(5) Mr. Belcher, Jr. retired as of January 1, 1999.

REVISED RETIREMENT INCOME PLAN AND EXCESS BENEFIT PLAN

The following table shows, as of December 31, 1998, estimated annual
benefits payable upon retirement at age 65 under the Company's Revised
Retirement Income Plan (the "Retirement Plan") assuming that an employee would
be entitled to receive benefits under the Retirement Plan provisions which would
yield the largest benefit.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
HIGHEST AVERAGE YEARS OF CREDITED SERVICE
SALARY OVER ------------------------------------------------------------------
3 CONSECUTIVE YEARS 10 YEARS 20 YEARS 30 YEARS 35 YEARS 40 YEARS 45 YEARS
- ------------------------------------------------- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$200,000......................................... 28,134 56,268 84,402 98,468 113,468 128,468
250,000......................................... 35,634 71,268 106,902 124,718 143,468 162,218
300,000......................................... 43,134 86,268 129,402 150,968 173,468 195,968
350,000......................................... 50,634 101,268 151,902 177,218 203,468 229,718
400,000......................................... 58,134 116,268 174,402 203,468 233,468 263,468
450,000......................................... 65,634 131,268 196,902 229,718 263,468 297,218
500,000......................................... 73,134 146,268 219,402 255,968 293,468 330,968
550,000......................................... 80,634 161,268 241,902 282,218 323,468 364,718
600,000......................................... 88,134 176,268 264,402 308,468 353,468 398,468
650,000......................................... 95,634 191,268 286,902 334,718 383,468 432,218
</TABLE>

The maximum number of years of credited service under the Retirement Plan is
capped at 35 years except for employees hired prior to January 1, 1970.

Under the Company's Retirement Plan, which is a non-contributory, qualified,
defined benefit plan, the Company makes actuarially determined annual
contributions on behalf of substantially all of its United States employees who
have completed at least one year of service with the Company. As of December 31,
1998, Messrs. Roob, Dupuy, Belcher, Jr., Vail and W. C. Belcher had respectively
22, 22, 37, 15 and 27 years credited service under the Plan. The compensation
covered by the Retirement Plan is that described under the "Salary" column of
the Summary Compensation Table. Benefits shown in the Pension Plan Table are
computed on the basis of a straight life annuity and are not subject to offset
for Social Security. To the extent that an employee's retirement benefit as
computed in accordance with the Plan exceeds maximum amounts permitted under the
Internal Revenue Code of 1986, the difference will be paid by the Company under
the Company's unfunded Excess Benefit Plan approved by the Board of Directors
which provides a compensating non-qualified annual retirement supplement.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In 1996 the Company established a non-qualified Supplemental Executive
Retirement Income Benefit Plan. This Plan is designed to equalize benefits for
certain senior executives. The Compensation and Stock Option Plan Committee has
been authorized to select the participants in this Plan. Messrs. Roob, Dupuy and
Vail are participants.

10
<PAGE>
The following table shows, as of December 31, 1998, estimated annual
benefits payable upon retirement at age 65 under the Supplemental Executive
Retirement Income Benefit Plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME BENEFIT PLAN TABLE

<TABLE>
<CAPTION>
HIGHEST AVERAGE YEARS OF CREDITED SERVICE
SALARY OVER -------------------------------
3 CONSECUTIVE YEARS 15 YEARS 20 YEARS 25 YEARS
- --------------------------------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
$200,000......................................................................... 90,000 100,000 107,500
250,000......................................................................... 112,500 125,000 134,375
300,000......................................................................... 135,000 150,000 161,250
350,000......................................................................... 157,500 175,000 188,125
400,000......................................................................... 180,000 200,000 215,000
450,000......................................................................... 202,500 225,000 241,875
500,000......................................................................... 225,000 250,000 268,750
550,000......................................................................... 247,500 275,000 295,625
600,000......................................................................... 270,000 300,000 322,800
650,000......................................................................... 292,500 325,000 349,375
</TABLE>

The maximum number of years of credited service under the Supplemental
Executive Retirement Income Benefit Plan is 25 years. As of December 31, 1998,
Messrs. Roob, Dupuy and Vail had respectively 22, 22 and 15 years of credited
service. The compensation covered by this Plan is that described under the
"Salary" column of the Summary Compensation Table. Benefits shown in the
Supplemental Executive Retirement Income Benefit Plan Table are computed on the
basis of a straight life annuity and are subject to offset by the participant's
benefits under the Retirement Plan and the Excess Benefit Plan and the
participant's primary Social Security benefit. Upon a participant's termination
of employment following a change in control the benefit under this Plan will
become fully vested and the actuarial equivalent of the benefit will be paid
immediately in a lump sum.

CANADIAN SUBSIDIARY PLANS

The Company's Canadian subsidiary, Benjamin Moore & Co., Limited, maintains
a non-contributory defined benefit pension plan which is qualified for tax
purposes under the laws of Canada, as well as an excess benefit plan and a
qualified profit sharing plan. The plans provide benefits to employees of the
Canadian subsidiary similar to those provided by the Company's Retirement Plan
and Excess Benefit Plan described above and Employees' Stock Ownership Plan
described below.

PROMISSORY NOTES

The following officers and Directors of the Company were indebted to the
Company in amounts greater than $60,000 since January 1, 1998 under full
recourse promissory notes delivered in partial payment for the purchase of
Common Stock of the Company under the Employees' Stock Purchase Plan. One of the
promissory notes bears interest at the rate of five (5) percent per annum and
the other promissory notes are without stated interest. In addition, Mr. Yvan
Dupuy was also indebted to Benjamin Moore & Co. under a full recourse promissory
note without stated interest given in connection with the purchase of Common
Shares of Benjamin Moore & Co., Limited on February 13, 1992. The highest

11
<PAGE>
amounts outstanding under such notes for such persons since January 1, 1998 and
the amounts outstanding at March 1, 1999 were as follows:

<TABLE>
<CAPTION>
SINCE JANUARY 1, 1998 AT MARCH 1, 1999
------------------------------ ------------------------------
<S> <C> <C> <C> <C>
WITHOUT WITHOUT
WITH INTEREST INTEREST WITH INTEREST INTEREST
------------- --------------- ------------- ---------------
Ward C. Belcher................................... $ -0- $ 173,747 $ -0- $ 143,870
Michael A. Bonner................................. -0- 172,661 -0- 152,290
Yvan Dupuy........................................ -0- 265,259 -0- 232,632
James E. Henderson................................ -0- 130,512 -0- 121,341
Robert J. Hodgson................................. -0- 100,024 -0- 78,432
Michael A. Kolind................................. -0- 114,697 -0- 103,635
John T. Rafferty.................................. 5,444 93,071 -0- 63,459
Ellen L. Singer................................... -0- 122,205 -0- 114,519
Reid M. Squires................................... -0- 140,173 -0- 126,458
Charles C. Vail................................... -0- 350,562 -0- 256,837
Maurice C. Workman................................ -0- 142,980 -0- 99,734
Bruce E. Zeh...................................... -0- 118,044 -0- 116,620
</TABLE>

The foregoing amounts represent the aggregate principal balances outstanding
under the promissory notes. The notes were given in connection with the purchase
of the Company's Common Stock which generally occurred on (a) January 1, 1991,
(b) May 27, 1994 and (c) May 8, 1998, at the then current fair value as
determined in accordance with the terms of the Employees' Stock Purchase Plan.
As noted above, Mr. Dupuy also purchased Common Shares of Benjamin Moore & Co.,
Limited. The promissory notes are secured by the shares to which they relate. On
and after January 1, 1991, all purchases under the Employees' Stock Purchase
Plan under full recourse promissory notes have been made without stated interest
on the notes.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The following persons, who are non-employee Directors, serve as members of
the Compensation and Stock Option Plan Committee, which establishes the
compensation of the Company's senior executives named in the Summary
Compensation Table above: Charles H. Bergmann, Jr., Frederick J. Costello,
Robert H. Mundheim and Gerald W. Moore. None of the named members of this
Committee has been at any time an officer or employee of the Company or any of
its subsidiaries or has had any relationship requiring disclosure by the Company
under the rules and regulations of the Securities and Exchange Commission. They
have all been independent, non-employee Directors.

REPORT ON EXECUTIVE COMPENSATION

The executive compensation program of the Company is administered by the
Compensation and Stock Option Plan Committee of the Board of Directors. This
Committee currently consists of Charles H. Bergmann, Jr., Robert H. Mundheim,
Frederick J. Costello and Gerald W. Moore.

Beginning in 1998 this Committee consisted of Charles H. Bergmann, Jr.,
Frederick J. Costello and Gerald W. Moore. Mr. Mundheim was appointed to the
Committee effective November 6, 1998.

BASE SALARY

The Company has a philosophy of providing a level of base compensation or
salary that allows the Company to attract, retain and reward the talent needed
to maintain its leading position in the coatings

12
<PAGE>
business. The Company carefully reviews the performance of employees in
determining annual compensation increases. This performance evaluation is made
by the various levels of management. All compensation increases for the five
senior executives of the Company appearing in the Summary Compensation Table are
determined by the Compensation and Stock Option Plan Committee.

All compensation decisions of the Compensation and Stock Option Plan
Committee, including those for the Chief Executive Officer, take into account
individual services rendered, level and scope of responsibility, experience, an
evaluation of overall Company performance, the need for motivation and retention
of executives of outstanding abilities, internal equity, and the requirement to
be competitive. Additional consideration is given to the compensation structures
of corporations in the same or similar lines of business as the Company as well
as a number of those in other lines of business. Survey data is used to assist
in this evaluation. Within this framework and with input from management, the
Compensation and Stock Option Plan Committee makes a subjective judgment about
the salary of the Chief Executive Officer and the other senior executives of the
Company.

ANNUAL INCENTIVES

An annual incentive program was adopted by the Company effective January 1,
1993. It is intended to create a positive link between annual performance and
annual incentive compensation. The program has two broad components: a general
profit sharing portion and a management incentive plan. Incentive payments under
the profit sharing portion of this program for 1998 were made to all employees
who are not participants in the management incentive award program or the sales
representative incentive program. For 1998 the incentive payment threshold was
the achievement of a specified level of increase in net income and revenues of
the Company. The revenue level was adjusted for the adverse effect of foreign
currencies and the profit level was adjusted for the write downs relating to
Australian and New Zealand businesses. The Compensation and Stock Option Plan
Committee determined incentive opportunities for 1998 corresponding with the
performance required to achieve increasing levels of net income and revenues
under the Company's annual and strategic plan. Target incentive opportunities
were established under the profit sharing portion of this program as an
increasing percentage of base salary directly related to the level of increase
of net income and revenues. The profit sharing opportunity was designed to
foster a team based approach to collaborative working decisions.

Company results under the management incentive award program (which includes
a total of approximately 171 employees, including those executive officers named
in the Summary Compensation Table) were adjusted for the matters mentioned in
the preceding paragraph. The Compensation and Stock Option Plan Committee
decided that under the 1998 Management Incentive Award Plan incentive payments
should be made for overall performance throughout the year. The amount of the
payment under the management incentive program for each executive officer of the
Company named in the Summary Compensation Table was determined by the provisions
of the annual incentive program and was approved by the Compensation and Stock
Option Plan Committee. The incentive payment to the Chief Executive Officer,
Richard Roob, in 1998 of $296,781 reflects the Compensation and Stock Option
Plan Committee's judgment that the application of the plan to him is appropriate
to his level of responsibility within the Company and his leadership.

Since an increase in net income and revenues was used to determine the
amount of the annual incentive, the program was positively correlated with the
performance of the Company.

LONG-TERM INCENTIVES

The Company's long-term incentive philosophy is that long-term incentives
should be related to increases in long-term shareholder value so as to create a
mutuality of interest among the Company, employees and shareholders. To further
this objective the Company provides a three component opportunity of long term
incentives for many employees. The first is the opportunity to purchase Common
Stock

13
<PAGE>
through the Employees' Stock Purchase Plan. This Plan is generally available to
employees who have more than five years of service with the Company. The second
opportunity is through the Employees' Stock Ownership Plan. All employees of the
Company with one year of service are participants in this Plan. Lastly, the
Compensation and Stock Option Plan Committee approved the establishment of a
long-term compensation program for senior leadership and key management
employees.

STOCK PURCHASES

An Employees' Stock Purchase Plan was approved by the shareholders of the
Company on April 20, 1978. This was a continuation of the original plan
established in 1937. It permits the purchase of shares of Common Stock at fair
value. It is believed that stock ownership ensures a direct tie between the
interests of employees and shareholders of the Company. For a summary of the
indebtedness to the Company under this Plan of officers and Directors of the
Company, see the discussion above under the heading "Promissory Notes".

EMPLOYEES' STOCK OWNERSHIP PLAN

The Company maintains an Employees' Stock Ownership Plan which is a
qualified plan covering substantially all of its United States employees. Under
the terms of this Plan, the Board of Directors of the Company is authorized to
make contributions from time to time out of the profits or retained earnings of
the Company to the Plan Trust fund; such contributions to be in an amount and in
the form of cash or shares of Common Stock as determined by the Board of
Directors in its sole discretion. Contributions, which are deductible expenses
for income tax purposes, are allocated annually to the participants in the Plan
in the ratio that the eligible compensation of each bears to the aggregate
eligible compensation of all such participants. In 1998 the Company contributed
to the Plan Trust fund an amount necessary to make the loan payment due on a
loan made on June 30, 1989, which was used to purchase shares for the Employees'
Stock Ownership Plan.

LONG TERM COMPENSATION PROGRAM FOR SENIOR LEADERSHIP AND KEY MANAGEMENT
EMPLOYEES

This program is a multiyear incentive program that targets the achievement
of four year sales and net profit goals. The principal incentive feature is the
award of stock options to approximately 40 senior managers, including the
executive officers named in the Summary Compensation Table. There is also a cash
bonus feature which calls for a cash payment to senior executives based upon
cumulative sales and earnings over the four year period 1998 through 2001. It is
designed to facilitate part of the cash requirements needed by option holders to
exercise their options.

The Compensation and Stock Option Plan Committee believes stock options
encourage and reward efforts that result in corporate financial success over the
long-term as measured by stock price appreciation. Employees receiving grants
benefit if shareholders benefit through appreciation in the post-grant value of
the shares of Common Stock. The 1993 Stock Option Plan of the Company was
approved by the shareholders on April 15, 1993 and the 1998 Stock Incentive Plan
was approved by the shareholders on April 16, 1998. Future grants may only be
made under the 1998 Stock Incentive Plan.

POLICY REGARDING SECTION 162(M) OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to an employee who on the last day of fiscal
years beginning on or after January 1, 1994 is either the chief executive
officer or among the four most highly compensated officers other than the chief
executive officer to $1 million, except for qualified performance-based
compensation. Options that have been granted under the Company's Stock Option
Plans are designed to qualify as performance-based compensation under
regulations issued by the Internal Revenue Service. The Compensation and Stock

14
<PAGE>
Option Plan Committee intends to take such action as it deems appropriate to
preserve the tax deductibility of compensation paid by the Company to the extent
practicable and so long as this objective is consistent with providing fair,
competitive and rewarding compensation consistent with performance.

COMPENSATION AND STOCK OPTION PLAN COMMITTEE

Charles H. Bergmann, Jr. Frederick J. Costello Robert H. Mundheim Gerald
W. Moore

OPTION GRANTS IN 1998

The following table shows all individual grants of stock options under the
Company's 1998 Stock Incentive Plan to the named executive officers of the
Company during calendar year 1998, which was the Company's fiscal year. The
Company has not granted any stock appreciation rights ("SARs").

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE 5% 10%
- -------------------------------------- --------------- --------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard Roob.......................... 20,000 13.2 83.14 3/26/2008 $ 1,047,600 $ 2,643,800
Yvan Dupuy............................ 20,000 13.2 83.14 3/26/2008 1,047,600 2,643,800
Benjamin M. Belcher, Jr............... 10,000 6.6 83.14 3/26/2008 523,800 1,321,900
Charles C. Vail....................... 10,000 6.6 83.14 3/26/2008 523,800 1,321,900
Ward C. Belcher....................... 5,000 3.3 83.14 3/26/2008 261,900 660,950
</TABLE>

- ------------------------

(1) The options were granted on March 26, 1998 and become exercisable in four
equal installments on each of the first, second, third and fourth
anniversaries of the date of the grant. In the event of a change in control
of the Company, all options outstanding as of such date shall become
immediately and fully exercisable.

(2) The option exercise or base price per share is the fair value of a share of
Common Stock based on the valuation determined by Management Planning, Inc.,
101 Poor Farm Road, Princeton, New Jersey 08540, an independent consulting
firm retained since April 1988 to calculate the current fair value of the
Common Stock on a weekly basis.

(3) As required by the rules of the Securities and Exchange Commission,
potential values stated are based on the hypothetical assumption that the
Company's Common Stock will appreciate in value from the date of grant to
the end of the option term (ten years from the date of grant) at annualized
rates of 5% and 10% (total appreciation of 63% and 159%), respectively. They
are not intended to forecast future appreciation, if any, in the price of
the Company's Common Stock. The total of all stock options granted to
employees, including executive officers, during 1998 covering 151,000 shares
was less than 1.8% of total shares outstanding at December 31, 1998. For
this reason, the potential realizable value of such options for all
optionees under the prescribed assumptions is less than 1.8% of the
potential realizable value of all shareholders for the same period under the
same assumptions.

15
<PAGE>
LONG TERM INCENTIVE PLAN--AWARDS
IN LAST FISCAL YEAR

The following cash awards under the Company's Long Term Compensation Program
are dependent upon achievement of four year sales and net profit goals. Since
Mr. Benjamin M. Belcher, Jr. is now retired, any cash award to him would be
proportioned based upon his active service. The option grants under this Program
are reported above in the table for Option Grants in 1998.

<TABLE>
<CAPTION>
PERFORMANCE
OR
NUMBER OF OTHER
SHARES, PERIOD ESTIMATED FUTURE PAYOUTS
UNITS OR UNTIL UNDER NON-STOCK PRICE-BASED PLANS
OTHER MATURATION ----------------------------------
RIGHTS OR THRESHOLD TARGET MAXIMUM
NAME (#) PAYOUT ($ OR #) ($ OR #) ($ OR #)
- -------------------------------------------------- --------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Richard Roob...................................... -0- 12/31/2001 $ 280,000 $ 560,000 $ 840,000
Yvan Dupuy........................................ -0- 12/31/2001 $ 280,000 $ 560,000 $ 840,000
B. M. Belcher, Jr................................. -0- 12/31/2001 $ 140,000 $ 280,000 $ 420,000
Charles C. Vail................................... -0- 12/31/2001 $ 140,000 $ 280,000 $ 420,000
Ward C. Belcher................................... -0- 12/31/2001 $ 70,000 $ 140,000 $ 210,000
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table provides information concerning the value of unexercised
options held by the executive officers named in the Summary Compensation Table
at the end of the last fiscal year, which is calendar year 1998. No stock
options were exercised by such persons in 1998 and the Company has not granted
any SARs.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END (#) FISCAL YEAR END ($) (1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Richard Roob................................................... 10,000/20,000 96,300/0
Yvan Dupuy..................................................... 6,000/20,000 57,780/0
Benjamin M. Belcher, Jr........................................ 8,000/10,000 77,040/0
Charles C. Vail................................................ 6,000/10,000 57,780/0
Ward C. Belcher................................................ 6,000/5,000 57,780/0
</TABLE>

- ------------------------

(1) Values stated are based on the difference between the option exercise or
base price per share and the fair value of a share of Common Stock on
December 31, 1998 of $82.89 per share, as determined by Management Planning,
Inc., multiplied by the number of in-the-money options outstanding. Such
price as of March 1, 1999 was $82.40 per share.

SEVERANCE ARRANGEMENTS

The Company has adopted a Severance Protection Plan (the "Severance Plan')
covering designated employees of the Company (including each of the executive
officers appearing in the Summary Compensation Table). Under the Severance Plan,
a covered executive will be entitled to specified severance benefits if he or
she is terminated within two years after a Change in Control (as defined in the
Severance Plan) by the Company other than for Cause (as defined in the Severance
Plan) or by the executive for Good Reason (as defined in the Severance Plan but
generally including an adverse change in the executive's position, a reduction
in salary or certain benefits or a relocation of the Company's offices more than
25 miles.) The

16
<PAGE>
severance benefits include a lump sum equal to three times the executive's base
salary, a pro-rata annual bonus for the year in which the termination occurs and
the continuation of certain health and welfare benefits for three years
following termination. Severance benefits would be reduced if the amount
otherwise payable would be subject to an excise tax under Section 4999 of the
Internal Revenue Code of 1986.

PERFORMANCE GRAPH

The following line graph compares the Company's cumulative total shareholder
return on its Common Stock with the cumulative total return of (i) the Standard
& Poor's 500 Stock Index which is a broad based widely used index useful for
comparison purposes and (ii) a Peer Group of five publicly traded companies in
the coatings business. The companies in the Peer Group are Lilly Industries,
Inc., Pratt & Lambert United, Inc. through 1995 since it was acquired by The
Sherwin-Williams Company in January 1996, RPM, Inc., The Sherwin-Williams
Company and The Valspar Corporation. All returns assume that $100 was invested
on December 31, 1993 and that all dividends were reinvested, and all returns are
weighted on the basis of market capitalization at the beginning of each year of
measurement. The stock prices for the Common Stock of Benjamin Moore & Co. are
the fair values as determined by Management Planning, Inc.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BENJAMIN MOORE & CO. S&P 500 COMP PEER GROUP
<S> <C> <C> <C>
1993 100 100 100
1994 91.63 101.32 100.27
1995 96.26 139.4 124.52
1996 75.92 171.4 163.33
1997 112.53 228.59 173.03
1998 129.47 293.91 188.47
</TABLE>

FISCAL YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
BASE
1993 1994 1995 1996 1997
----- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Benjamin Moore & Co................................................ 100 91.63 96.26 75.92 112.53
S&P 500 Comp....................................................... 100 101.32 139.40 171.40 228.59
Peer Group......................................................... 100 100.27 124.52 163.33 173.03

1998
---------
<S> <C>
Benjamin Moore & Co................................................ 129.47
S&P 500 Comp....................................................... 293.91
Peer Group......................................................... 188.47
</TABLE>

CERTAIN TRANSACTIONS

Salomon Smith Barney Inc., a subsidiary of Salomon Smith Barney Holdings,
Inc., performed various investment banking services for the Company in 1998 (for
which it received no payments in 1998) and it is expected it will perform
services for the Company in 1999. Mr. Robert H. Mundheim retired as Senior
Executive Vice President and General Counsel of Salomon Smith Barney Holdings,
Inc. on December 31, 1998.

17
<PAGE>
PROPOSAL NO. 2

AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION AND TO THE BYLAWS
TO GRANT THE BOARD THE RIGHT TO AMEND THE BYLAWS

The shareholders are also being asked to vote on a proposal (the "Bylaws
Proposal") to approve an amendment to Article Ninth of the Certificate as well
as an amendment to Article XVII of the Bylaws. These amendments effectively
grant the Board of Directors the authority to amend, alter, change and repeal
the Bylaws and to adopt new Bylaws without shareholder approval to the extent
permissible under the New Jersey Business Corporation Act (the "NJBCA"). The
Board of Directors on November 7, 1998 unanimously approved the Bylaws Proposal.
If the Bylaws Proposal is approved by the shareholders, Article Ninth of the
Certificate and Article XVII of the Bylaws will be amended as set forth below in
this Proxy Statement.

CURRENT SHAREHOLDER RIGHTS AND CONSEQUENCES OF APPROVAL

Bylaws typically provide rules and procedures for managing the business and
affairs of a corporation, such as calling and noticing meetings of shareholders,
quorum and voting requirements, voting and inspection procedures, number and
term of directors, filling of vacancies on the Board of Directors and the
appointment of officers and officers' duties. Under the NJBCA, a Board of
Directors may amend a corporation's bylaws unless the certificate of
incorporation reserves the power to shareholders. Notwithstanding whether a
Board of Directors has such power, shareholders maintain the power to amend a
corporation's bylaws as the NJBCA specifically provides that conferring such
power upon the Board of Directors does not divest the power of the shareholders
to amend board-adopted bylaws.

The current Certificate and Bylaws require shareholder approval to amend the
Bylaws. If the Bylaws Proposal is approved, the Board of Directors will be able
to amend the Bylaws without such shareholder approval; provided, however, that
the shareholders will maintain the power to amend the Bylaws and to change or
repeal any amendments made by the Board of Directors. The Board of Directors
contemplates that, if the Bylaws Proposal is approved, it will review the Bylaws
in light of developments in the corporate governance area since the last time
the Bylaws were amended, including consideration of the adoption of defensive
mechanisms against unsolicited attempts to acquire control of the Company.

REASONS FOR THE BYLAWS PROPOSAL

The Board of Directors believes that the Bylaws Proposal will provide the
Board of Directors with greater flexibility in governing its internal affairs
and its relationships with shareholders and other parties. In addition, the
power to amend the Bylaws without the necessity of waiting for the next annual
meeting of shareholders or the delay and expense in calling a special meeting of
shareholders will enhance the Board of Directors' ability to manage the Company
and more effectively deal with changed circumstances or requirements with which
it may be presented.

Certain effects of the Bylaws Proposal may have anti-takeover implications.
The Company's present Certificate and Bylaws contain a number of provisions with
anti-takeover effect. The NJBCA permits adoption of additional measures designed
to reduce a corporation's vulnerability to hostile takeover attempts. Certain of
these measures and other changes altering the rights of shareholders and powers
of management could be implemented in the future by amendment of the Bylaws.
These provisions may have the effect of discouraging or delaying a third party
from making a tender offer or otherwise attempting to obtain control of the
Company or remove incumbent management.

The Bylaws Proposal is not, however, being proposed in order to prevent a
change in control, nor is it in response to any present attempt known to the
Board of Directors to acquire control of the Company, obtain representation on
the Board of Directors or take significant action which affects control of the

18
<PAGE>
Company. However, in discharging its fiduciary obligations to its shareholders,
the Board of Directors may consider and adopt certain amendments to enhance the
Board of Directors' ability to negotiate with an unsolicited bidder.

The Board of Directors further believes that from time to time, it may be
desirable, or even necessary, to add to or change certain Bylaws provisions to
reflect changes in the Company's practices or to reflect changes in applicable
law. In addition, the Board of Directors may from time to time decide that a
change to the Bylaws is desirable, for example, to establish or change the
duties of a committee of the Board of Directors or officers of the Company.
Moreover, granting the Board of Directors the power to amend the Bylaws will
allow the Board of Directors to effect such changes in a more efficient,
cost-effective manner without the necessity of incurring the expense and time
delay of a shareholder meeting.

The vote required for the adoption of the Bylaws Proposal will be the
affirmative vote of 66 2/3% of the outstanding shares of the Company's Common
Stock entitled to vote thereon. If the Bylaws Proposal is approved, Article
Ninth of the Certificate and Article XVII of the Bylaws will read respectively
as follows:

CERTIFICATE OF INCORPORATION

NINTH: Articles SEVENTH, EIGHTH and NINTH of the Restated
Certificate of Incorporation of this Corporation may not be
amended, altered, changed or repealed unless the amendment(s)
effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of at least 80% of the directors then
in office and the holders of at least 66 2/3% of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the
purposes of this Article NINTH as one class.

BYLAWS
ARTICLE XVII
AMENDMENTS

These Bylaws may be amended, altered, changed or repealed or new
Bylaws adopted (a) by the affirmative vote of holders of a
majority of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article XVII as one
class, at any regular or special meeting of shareholders or (b) by
the affirmative vote of a majority of the directors then in office
at a regular or special meeting thereof. Any Bylaw made by the
Board of Directors may be amended, altered, changed or repealed by
the affirmative vote of holders of a majority of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose
of this Article XVII as one class, at any regular or special
meeting of shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE AND THE BYLAWS.

19
<PAGE>
PROPOSAL NO. 3
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
TO ELIMINATE PREEMPTIVE RIGHTS

The shareholders are also being asked to vote on a proposal to amend the
Certificate to eliminate the preemptive rights of holders of all shares of the
Company's equity securities (the "Preemptive Rights Proposal"). The Board of
Directors, on February 9, 1999, unanimously approved the Preemptive Rights
Proposal. If the Preemptive Rights Proposal is approved by the shareholders, a
new Article Eleventh will be added to the Certificate as set forth below in this
Proxy Statement.

CURRENT SHAREHOLDER RIGHTS AND CONSEQUENCES OF APPROVAL

Section 14A:5-29(1) of the NJBCA provides that shareholders of a New Jersey
corporation organized prior to January 1, 1969 will have preemptive rights
unless otherwise provided in the certificate of incorporation. Since the Company
was organized in 1891 and the Certificate does not eliminate preemptive rights,
the shareholders currently have preemptive rights. A preemptive right is the
preferential right of existing shareholders to purchase in any issuance of
shares for cash by the Company that number of shares which would enable them to
maintain their proportionate interest in the Company's Common Stock. If the
Preemptive Rights Proposal is approved, shareholders would have no such rights.

REASONS FOR THE PROPOSAL

The Board of Directors believes that preemptive rights do not serve the best
interests of the Company and the shareholders. The existence of preemptive
rights is an impediment to the Company's ability to take advantage of business
opportunities that may arise and to possible future financings and other
corporate purposes. In particular, preemptive rights may impair the ability of
the Company to finance itself by accessing the public capital markets if it were
first required to offer equity securities to the shareholders. In fact, unless
preemptive rights are eliminated, public offerings of equity securities could be
effected only by obtaining waivers of preemptive rights with respect to such
offering from all shareholders or by amending the Certificate to exclude such
offering from the offerings for which preemptive rights are available.
Attempting to obtain waivers or to amend the Certificate would involve
uncertainty, considerable delay and substantial expense and may as a practical
matter be infeasible.

In addition, the Board of Directors is contemplating the adoption of a
shareholder rights plan which will provide further protection for the Company
and the shareholders against unsolicited attempts to take control of the Company
which do not offer an adequate price to all shareholders. A shareholder rights
plan, which by its terms discriminates against shareholders acquiring a
specified percentage of the Company's Common Stock without prior Board of
Directors approval, would not be meaningful if the Company continued to provide
preemptive rights to the shareholders.

The Board of Directors further believes that in the current business
environment, the Company requires ready access to the public capital markets,
and the elimination of preemptive rights will provide the Board of Directors
with increased flexibility in accessing such markets if it determines that an
issuance of equity securities is in the best interests of the Company and the
shareholders. In light of the sporadic trading of the Company's Common Stock on
the over-the-counter bulletin board, the Company is considering other avenues
for creating an organized public market for the Company's Common Stock,
including the listing of shares on the Nasdaq Stock Market or other established
securities exchange. If the Preemptive Rights Proposal is approved, the Company
will be in a better position to raise capital to support the continued growth of
its business and provide liquidity for the shareholders (including the potential
issuance of shares by the Company in a public offering).

20
<PAGE>
The vote required for the adoption of the Preemptive Rights Proposal will be
the affirmative vote of 66 2/3% of the outstanding shares of the Company's
Common Stock entitled to vote thereon. If the Preemptive Rights Proposal is
approved, the new Article Eleventh of the Certificate will read as follows:

"Eleventh: Notwithstanding anything to the
contrary contained in Section 14A:5-29(1) of
the New Jersey Business Corporation Act, the
shareholders shall not have preemptive rights."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE PREEMPTIVE RIGHTS.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company, acting upon the recommendation of the
Audit Committee, has selected Deloitte & Touche LLP as the independent public
accountants for the Company in 1999. Deloitte & Touche LLP and its predecessors,
Deloitte Haskins and Sells and Haskins & Sells, have acted in such capacity
since 1957. A representative of Deloitte & Touche LLP is expected to be present
at the Meeting. The representative will have an opportunity to make a statement,
and will be available to respond to appropriate questions.

MISCELLANEOUS

SHAREHOLDER PROPOSAL DATE

Any shareholder proposal intended to be presented at the 1999 Annual Meeting
of Shareholders must be received by the Company, directed to the attention of
the Secretary, at its principal executive offices at 51 Chestnut Ridge Road,
Montvale, New Jersey 07645 not later than November 18, 1999 to be considered for
inclusion in the Company's Proxy Statement and form of proxy relating to the
year 2000 Annual Meeting. Any such proposals must comply in all respects with
the rules and regulations of the Securities and Exchange Commission.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership with the Securities and Exchange Commission. Executive officers,
Directors and greater than ten-percent shareholders are required by Securities
and Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.

Based on review of the copies of such forms furnished to the Company, the
Company believes that during the year 1998 all Section 16(a) filing requirements
applicable to its executive officers, Directors and greater than ten-percent
beneficial owners were met.

21
<PAGE>
AVAILABILITY OF FORM 10-K REPORT

UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF
ITS FORM 10-K ANNUAL REPORT FOR 1998, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, TO ANY PERSON WHO, AS OF THE CLOSE OF BUSINESS ON MARCH 1, 1999,
EITHER HELD SHARES OF THE COMPANY IN HIS OR HER OWN NAME OR WAS THE BENEFICIAL
OWNER OF SHARES HELD IN THE NAME OF ANOTHER PERSON. SUCH SHAREHOLDERS MUST MAKE
SUCH REQUESTS TO THE SECRETARY, BENJAMIN MOORE & CO., 51 CHESTNUT RIDGE ROAD,
MONTVALE, NEW JERSEY 07645. OWNERS OF SHARES HELD IN THE NAME OF ANOTHER PERSON
MUST INCLUDE IN THEIR REQUESTS A REPRESENTATION THAT THEY WERE BENEFICIAL OWNERS
OF SHARES OF BENJAMIN MOORE & CO. AS OF THE CLOSE OF BUSINESS ON MARCH 1, 1999.

By Order Of The Board of Directors
John T. Rafferty
SECRETARY

Dated: March 18, 1999

22
<PAGE>

BENJAMIN MOORE & CO.--PROXY

51 CHESTNUT RIDGE ROAD, MONTVALE, NJ 07645
------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Benjamin M. Belcher, Jr., Yvan Dupuy and Richard
Roob as proxies to vote all shares of the undersigned at the Annual Meeting of
Shareholders to be held April 15, 1999. Each of the named proxies shall have the
power to appoint a substitute proxy for himself. The proxies, or any one of
them, shall have the power to vote: (i) only those shares of the Common Stock of
Benjamin Moore & Co. held of record by the undersigned as of the close of
business on March 1, 1999; (ii) at any adjournment or postponement of the
meeting; and (iii) upon any subject which may properly be brought before the
meeting. The proxies may vote upon all the matters described in the proxy
statement furnished with this proxy, subject to any directions indicated below.
IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES LISTED BELOW, "FOR" THE PROPOSAL TO AMEND THE BYLAWS AND "FOR" THE
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION.

1. Election of four (4) Class II Directors:
FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
nominees listed below / /
(except as written below)
Charles H. Bergmann, Jr. Robert H. Mundheim Charles C. Vail Sara B.
Wardell

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

- --------------------------------------------------------------------------------
<PAGE>
2. To Approve the proposal to grant the Board the right to amend the Bylaws
/ / FOR this proposal / / AGAINST this proposal / / ABSTAIN from
voting

3. To Approve the Amendment of the Restated Certificate of Incorporation to
eliminate preemptive rights
/ / FOR this proposal AGAINST this proposal / / ABSTAIN from
voting

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly be brought before the meeting, or any adjournment
or postponement thereof.

PLEASE MARK, DATE, SIGN AND RETURN
PROMPTLY
-----------------------------------------
-----------------------------------------
-----------------------------------------
Dated:

-----------------------------------------, 1999

The signature(s) should agree with the
name(s) imprinted to the left.
Custodians, Executors, Administrators,
Trustees, Guardians and Attorneys should
so indicate when signing.

Number of Shares held on record date:

----------------------------------------------------------------
<PAGE>

BENJAMIN MOORE & CO.--VOTING
INSTRUCTIONS

51 CHESTNUT RIDGE ROAD, MONTVALE, NJ 07645
------------------------------
EMPLOYEES' STOCK OWNERSHIP PLAN
THESE INSTRUCTIONS ARE SOLICITED BY THE ADMINISTRATIVE COMMITTEE AND THE
TRUSTEES OF THE
BENJAMIN MOORE & CO. EMPLOYEES' STOCK OWNERSHIP PLAN

Pursuant to Section 9.8 of the Benjamin Moore & Co. Employees' Stock Ownership
Plan (the "Plan"), the undersigned hereby instructs the Administrative Committee
and the Trustees of the Plan, and each or any of them, to vote as designated
below, all shares of Common Stock of Benjamin Moore & Co. held in the account of
the undersigned under the Plan as of the close of business on March 1, 1999, at
the Annual Meeting of Shareholders to be held on April 15, 1999 or any
adjournment or postponement thereof. These instructions when properly executed
will be followed in the manner directed.

IF NO INSTRUCTIONS ARE GIVEN ON THIS FORM OR IF THE FORM IS NOT RETURNED, ALL
SHARES OF COMMON STOCK HELD IN YOUR ACCOUNT UNDER THE PLAN WILL BE VOTED IN THE
ELECTION OF DIRECTORS AND ON ANY OTHER PROPOSALS BEFORE THE MEETING IN THE SAME
PROPORTION AS SHARES FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED FROM PARTICIPANTS
IN THE PLAN. IF AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES IS WITHHELD, THE
SHARES OF COMMON STOCK HELD IN YOUR ACCOUNT UNDER THE PLAN WILL BE VOTED ONLY
FOR THE BALANCE OF SUCH NOMINEES, IF ANY.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
<PAGE>
2. To Approve the proposal to grant the Board the right to amend the Bylaws
/ / FOR this proposal / / AGAINST this proposal / / ABSTAIN from
voting

3. To Approve the Amendment of the Restated Certificate of Incorporation to
eliminate preemptive rights
/ / FOR this proposal / / AGAINST this proposal / / ABSTAIN from
voting

4. In their discretion, the Administrative Committee and the Trustees are
authorized to vote upon such other business as may properly be brought
before the meeting, or any adjournment or postponement thereof.

PLEASE MARK, DATE, SIGN AND RETURN
PROMPTLY
-----------------------------------------
Dated:

-----------------------------------------, 1999

The signature should agree with the name
imprinted to the left.