BORROR CORP, DEF 14A, 1997-03-31

BORROR CORP
DEF 14A, 1997-03-31
OPERATIVE BUILDERS

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<PAGE> 1

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 Sec. 240.14a-11(c) or Sec. 240.14a.12

Borror Corporation
- --------------------------------------------------------------------------------
(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)(4) 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:

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

[ ] 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> 3

BORROR CORPORATION
5501 Frantz Road
P. O. Box 7166
Dublin, Ohio 43017-0766

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, MAY 7, 1997

Notice is hereby given that the 1997 Annual Meeting of Shareholders
("Annual Meeting") of Borror Corporation (the "Company") will be held at the
Wyndham Dublin Hotel, 600 Metro Place North, Dublin, Ohio 43017, on Wednesday,
May 7, 1997, at 10:00 a.m. local time, for the following purposes:

1. To elect to the Board of Directors three (3) Class I
Directors, each to serve for a two-year term until the 1999
Annual Meeting of Shareholders and until their respective
successors are elected and qualified.

2. To amend the Company's Amended and Restated Articles of
Incorporation to change the name of the Company to "Dominion
Homes, Inc."

3. To amend the Company's Incentive Stock Plan to increase the
number of Common Shares available for award thereunder from
500,000 to 850,000 shares.

4. To ratify the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the Company in 1997.

5. To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.

The Board of Directors has fixed the close of business on March 28,
1997, as the record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments or
postponements thereof.

You are cordially invited to attend the Annual Meeting. Whether or not
you plan to attend the Annual Meeting, you may ensure your representation by
completing, signing, dating and promptly returning the enclosed proxy card. A
return envelope, which requires no postage if mailed in the United States, has
been provided for your use. If you attend the Annual Meeting and inform the
Secretary of the Company in writing that you wish to vote your shares in person,
your proxy will not be used.

If your shares are held of record by a broker, bank or other nominee
and you wish to attend the Annual Meeting, you must obtain a letter from the
broker, bank or other nominee confirming your beneficial ownership of the shares
and bring it to the Annual Meeting. In order to vote your shares at the Annual
Meeting, you must obtain from the record holder a proxy issued in your name.

Regardless of how many shares you own, your vote is very important.
Please SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD TODAY.

By Order of the Board of Directors

Robert A. Meyer, Jr.
Secretary

Dublin, Ohio
April 4, 1997

<PAGE> 4

BORROR CORPORATION

5501 Frantz Road
P. O. Box 7166
Dublin, Ohio 43017-0766
(614) 761-6000

April 4, 1997

-----------------
PROXY STATEMENT
-----------------

GENERAL

This Proxy Statement and the accompanying Proxy and Notice of Annual
Meeting of Shareholders are furnished to holders of common shares, without par
value (the "Common Shares"), of Borror Corporation (the "Company") in connection
with the solicitation by its Board of Directors (the "Board") of proxies to be
used at the 1997 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on Wednesday, May 7, 1997, at 10:00 a.m. at Wyndham Dublin
Hotel, 600 Metro Place North, Dublin, Ohio 43017, and at any postponements or
adjournments thereof. Only those shareholders of record at the close of business
on March 28, 1997, will be entitled to receive notice of, and to vote at, the
Annual Meeting. Copies of this Proxy Statement and the accompanying Proxy and
Notice of Annual Meeting of Shareholders are first being mailed to shareholders
on or about April 4, 1997.

All Common Shares represented by each properly executed Proxy
received by the Board pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the Proxy. If no directions have
been specified on a Proxy, the Common Shares represented by the Proxy will be
voted in accordance with the Board's recommendations, which are:

"FOR" the election as Directors of the nominees named on the
accompanying Proxy;

"FOR" the amendment of the Company's Amended and Restated Articles of
Incorporation to change the name of the Company to "Dominion Homes, Inc.";

"FOR" the amendment of the Company's Incentive Stock Plan to increase
the number of Common Shares available for award thereunder from 500,000 to
850,000 shares; and

"FOR" the ratification of the selection of Coopers & Lybrand L.L.P.
as independent public accountants for the Company in 1997.

Management knows of no other matters that may properly be brought, or
which are likely to be brought, before the Annual Meeting. However, if any other
matters are properly brought before the Annual Meeting, the persons named as
proxies in the accompanying Proxy or their substitutes will vote in accordance
with their best judgment on such matters.

Without affecting any vote previously taken, a shareholder signing
and returning a Proxy has the power to revoke it at any time prior to its
exercise by giving notice to the Company in a writing mailed to Robert A. Meyer,
Jr., Secretary of the Company, at the Company's executive offices at 5501 Frantz
Road, P. O. Box 7166, Dublin, Ohio 43017-0766, by executing a subsequent Proxy,
or by attending the Annual Meeting and giving notice of such revocation

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<PAGE> 5

in person to the inspector of elections at the Annual Meeting. Attendance at the
Annual Meeting will not, in and of itself, constitute revocation of a Proxy.

The presence, in person or by proxy, of the holders of a majority of
the Common Shares issued and outstanding on March 28, 1997, is necessary to
constitute a quorum at the Annual Meeting. As of March 28, 1997, the Company had
6,239,153 Common Shares issued and outstanding.

Under Ohio law and the Company's Amended and Restated Code of
Regulations (the "Regulations"), each shareholder is entitled to one vote for
each Common Share held. Common Shares represented by signed proxies that are
returned to the Company will be counted toward the quorum in all matters even
though they are marked as "Abstain," "Against" or "Withhold Authority" on one or
more or all matters or they are not marked at all. Broker/dealers who hold their
customers' Common Shares in street name may, under the applicable rules of the
self-regulatory organizations of which the broker/dealers are members, sign and
submit proxies for such Common Shares and may vote such Common Shares on routine
matters which, under such rules, typically include the election of directors and
the ratification of the selection of independent public accountants, but
broker/dealers may not vote such Common Shares on other matters without specific
instructions from the customers who own such Common Shares. Proxies signed and
submitted by broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies also count toward the establishment of a quorum. The effect of an
abstention or broker non-vote on each of the matters to be voted upon at the
meeting is the same as a "no" vote.

All costs of solicitation of the Proxies will be borne by the
Company. Solicitation will be made by mail. Proxies may be further solicited at
no additional compensation by officers, directors, or employees of the Company
by telephone, written communication or in person. Upon request, the Company will
reimburse banks, brokerage firms, and other custodians, nominees, and
fiduciaries for expenses reasonably incurred by them in sending proxy materials
to the beneficial owners of Common Shares of the Company. No solicitation will
be made by specially engaged employees or other paid solicitors.

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<PAGE> 6

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 19, 1997, certain
information with respect to persons known to the Company to be the beneficial
owners of more than five percent (5%) of the outstanding Common Shares of the
Company.

NUMBER OF COMMON SHARES BENEFICIALLY OWNED

<S> <C> <C> <C> <C> <C>
Donald A. Borror(2) 30,000 3,882,000(3) 47,500(4) 3,959,500 63.5%

Douglas G. Borror(2) 30,000 3,882,000(3) 47,500(4) 3,959,500 63.5%

David S. Borror(2) 15,000 3,882,000(3) 6,667(4) 3,903,667 62.6%

Terry E. George(2) 9,000(5) 3,882,000(3) -- 3,891,000 62.3%

Borror Realty Company 3,882,000(3) -- -- 3,882,000 62.2%
3970 Brelsford Lane
Dublin, Ohio 43017

Borror Realty Company, -- 3,882,000(3)(6) -- 3,882,000 62.2%
Donald A. Borror,
Douglas G. Borror,
David S. Borror and
Terry E. George, as
a group

<FN>
- ----------

(1) Percent of Class is based upon the sum of 6,239,153 Common Shares outstanding as of March 19, 1997, and the number
of Common Shares as to which the person has the right to acquire beneficial ownership upon the exercise of options
exercisable within sixty (60) days of March 19, 1997.
(2) These individuals may be contacted at the address of the Company, 5501 Frantz Road, P. O. Box 7166, Dublin, Ohio
43017-0766.
(3) Information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 1997. By
virtue of their ownership and control of Borror Realty Company ("BRC"), each of Donald A. Borror, Douglas G.
Borror, David S. Borror and Terry E. George may be deemed to beneficially own BRC's Common Shares but each has
disclaimed beneficial ownership of BRC's Common Shares. See "Compensation Committee Interlocks and Insider
Participation--Description and Ownership of BRC."
(4) These Common Shares are held by The Huntington National Bank, as trustee, in accounts for Donald A. Borror,
Douglas G. Borror and David S. Borror in the Borror Corporation Retirement Plan and Trust and are voted by the
trustee.
(5) Includes 8,000 Common Shares which can be acquired upon the exercise of options which are exercisable within sixty
(60) days of March 19, 1997.
(6) In computing the aggregate number of Common Shares held by the group, the same Common Shares were not counted more
than once.
</TABLE>

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<PAGE> 7

MANAGEMENT

The following table sets forth, as of March 19, 1997, certain
information with respect to the number of Common Shares of the Company
beneficially owned by each director and executive officer of the Company and by
all directors and executive officers of the Company as a group:

NUMBER OF COMMON SHARES BENEFICIALLY OWNED
------------------------------------------

Name and Address of Sole Voting and Shared Voting and Shared Investment Percent
Beneficial Owner Investment Power Investment Power Power Only Total Of Class(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Donald A. Borror(2) 30,000 3,882,000(3) 47,500(4) 3,959,500 63.5%
Douglas G. Borror(2) 30,000 3,882,000(3) 47,500(4) 3,959,500 63.5
David S. Borror(2) 15,000 3,882,000(3) 6,667(4) 3,903,667 62.6
Terry E. George(2) 9,000(5) 3,882,000(3) -- 3,891,000 62.3
C. Ronald Tilley 3,500(5) -- -- 3,500 *
900 Gatehouse Lane
Worthington, OH 43235
Gerald E. Mayo 11,000(5) -- -- 11,000 *
10 Harleston Green
Hilton Head, SC 29928
Pete A. Klisares 5,500(5) -- -- 5,500 *
1205 Dearborn
Columbus, OH 43085
Richard R. Buechler(2) 21,000(5) -- 12,075(4) 33,075 *
Jon M. Donnell(2) 68,333(5)(6) -- -- 68,333 1.1
Robert A. Meyer, Jr.(2) 15,000(5) -- 240(4) 15,240 *
All directors and 208,333 3,882,000(3) 113,982(4) 4,204,315 66.7
executive officers as
a group (10 persons)(7)

<FN>
* Represents less than 1% of class.

(1) Percent of Class is based upon the sum of 6,239,153 Common Shares outstanding as of March 19, 1997, and the number
of Common Shares as to which the person (or members of the group) has the right to acquire beneficial ownership
upon the exercise of options exercisable within sixty (60) days of March 19, 1997.
(2) These individuals may be contacted at the address of the Company, 5501 Frantz Road, P. O. Box 7166, Dublin,
Ohio 43017-0766.
(3) Information is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 1997. By
virtue of their ownership and control of Borror Realty Company ("BRC"), each of Donald A. Borror, Douglas G.
Borror, David S. Borror and Terry E. George may be deemed to beneficially own BRC's Common Shares, but each has
disclaimed beneficial ownership of BRC's Common Shares. See "Compensation Committee Interlocks and Insider
Participation--Description and Ownership of BRC."
(4) These Common Shares are held by The Huntington National Bank, as trustee, in retirement accounts for the executive
officers in the Borror Corporation Retirement Plan and Trust and are voted by the trustee.
(5) Includes, in the case of Messrs. Donnell, George, Mayo, Klisares, Tilley, Buechler and Meyer, 12,000, 8,000,
5,000, 5,000, 2,500, 16,000, and 11,000 Common Shares, respectively, which can be acquired upon the exercise of
options which are exercisable within sixty (60) days of March 19, 1997.
(6) Includes 28,000 restricted shares which are subject to forfeiture if Mr. Donnell's employment with the Company is
terminated prior to August 1, 2000. The restrictions will lapse as to 7,000 shares on August 1, 1997, August 1,
1998, August 1, 1999, and August 1, 2000, respectively.
(7) In computing the aggregate number of Common Shares held by the group, the same Common Shares were not
counted more than once.
</TABLE>

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<PAGE> 8

BOARD OF DIRECTORS AND MANAGEMENT

NUMBER AND TERM OF DIRECTORS

The Company's Regulations provide for seven (7) directors and divide
the Board into two classes, with regular two-year staggered terms. Class I
consists of three (3) directors with terms expiring at the Annual Meeting. Class
II consists of four (4) directors with terms expiring in 1998.

NOMINATION OF DIRECTORS

In accordance with Section 2.03 of the Company's Regulations, a
nominee for election as a director at an annual meeting may be proposed only by
the directors or by a shareholder entitled to vote for the election of directors
if such shareholder shall have proposed such nominee in a written notice. Each
written notice of a proposed nominee must set forth (1) the name, age, business
or residence address of each nominee proposed in such Notice; (2) the principal
occupation or employment of each such nominee for the past five years; and (3)
the number of shares of each series and class of the Company owned beneficially
and/or of record by each such nominee and the length of time any such shares
have been owned. The written notice of a proposed nominee must be delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the Company at its principal office and received by the Secretary of the Company
on or before the later of (i) February 1, immediately preceding such annual
meeting or (ii) the sixtieth (60th) day prior to the first anniversary of the
most recent annual meeting of shareholders of the Company held for the election
of directors, provided, however, that if the annual meeting for the election of
directors in any year is not held on or before the thirty-first (31st) day next
following such anniversary, then the written notice must be received by the
Secretary within a reasonable time prior to the date of such annual meeting.

The Company has not received any proposals for director nominations
from any shareholder with respect to the Annual Meeting.

PROPOSAL TO ELECT CLASS I DIRECTORS

The Board proposes the election of the following persons as Class I
Directors to terms which will expire at the 1999 Annual Meeting of
Shareholders:

Director
Name Age Since
---------------------------------------------------------

Douglas G. Borror 41 1984
C. Ronald Tilley 61 1996
Jon M. Donnell 37 --

Messrs. Borror and Tilley are presently members of the Board. Mr.
Donnell is not presently a member of the Board, but has been nominated by the
Board to be a Class I Director. Terry E. George, who presently serves as a Class
I Director, will leave the Board as of the 1997 Annual Meeting of Shareholders,
but will continue to serve the Company as an executive officer. All of the
nominees have stated their willingness to serve and no reason is presently known
why any of the nominees would be unable to serve as a director. It is the
intention of the persons named as proxies in the accompanying Proxy to vote for
the election of the three (3) nominees named above unless the shareholders
otherwise direct on the Proxy. If any nominee is unable to stand for election,
each Proxy will be voted for such substitute as the Board recommends.

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<PAGE> 9

RECOMMENDATION AND VOTE

Class I Directors will be elected by a plurality of the votes
entitled to be cast and present at the Annual Meeting, in person or by properly
executed proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE ELECTION OF ITS NOMINEES FOR CLASS I DIRECTORS.

CONTINUING CLASS II DIRECTORS

The following Class II Directors will continue after the Annual
Meeting to serve as directors for a term that will expire at the 1998 Annual
Meeting of Shareholders:

Director
Name Age Since
-------------------------------------------------------------

Donald A. Borror 67 1978
David S. Borror 39 1985
Pete A. Klisares 61 1994
Gerald E. Mayo 64 1994

EXECUTIVE OFFICERS AND CERTAIN OTHER KEY EMPLOYEES

The Company's executive officers and certain other key employees of
the Company are listed below.

Name Age Position(s) Held
- ------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS

<S> <C> <C>
Donald A. Borror 67 Chairman of the Board

Douglas G. Borror 41 President and Chief Executive Officer

Jon M. Donnell 37 Chief Operating Officer and Chief Financial Officer

David S. Borror 39 Executive Vice President

Richard R. Buechler 43 Executive Vice President and General Manager--
Homes Division

Terry E. George 53 Senior Vice President and Treasurer

Robert A. Meyer, Jr. 43 Senior Vice President, General Counsel and Secretary

CERTAIN OTHER KEY EMPLOYEES

James B. Bianchi 60 Vice President--General Manager--Linden Lumber

Jack L. Mautino 33 Vice President--Sales

Randolph B. Robert, Jr. 45 Vice President--Land Development

Lori M. Steiner 37 Vice President--Marketing
</TABLE>

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<PAGE> 10

BACKGROUND AND EXPERIENCE OF DIRECTORS, OFFICERS AND CERTAIN KEY EMPLOYEES

The references to the Company in the following biographies for
periods of time prior to March 9, 1994 refer to the homebuilding divisions of
Borror Realty Company ("BRC") which were transferred to the Company in
connection with the Company's initial public offering of its Common Shares. See
"Compensation Committee Interlocks and Insider Participation--Description and
Ownership of BRC."

DONALD A. BORROR has served on the Company's Board of Directors and
as the Chairman of the Board of Directors since 1978. He served as President of
the Company from 1977 to March 1987. Mr. Borror has been involved in the
homebuilding business since 1952 and founded the Company's homebuilding business
in 1976. He has a Bachelor of Arts Degree from The Ohio State University and a
Juris Doctor Degree from The Ohio State University College of Law.

DOUGLAS G. BORROR has served on the Company's Board of Directors
since January 1984, as its President since March 1987, and as its Chief
Executive Officer since September 1992. He also served as Chief Operating
Officer of the Company from September 1992 through September 1996. He served as
Executive Vice President of the Company from July 1985 to March 1987 and as
General Manager of BRC's multifamily housing division from July 1979 to March
1987. Mr. Borror has a Bachelor of Arts Degree from The Ohio State University.
Mr. Borror also serves on the Boards of Directors of Columbia Gas of Ohio, Inc.
and The Huntington National Bank.

DAVID S. BORROR has served on the Company's Board of Directors since
1985 and as its Executive Vice President since January 1988. He served as Vice
President of the Company from July 1985 until January 1988 and as its General
Counsel from January 1988 to December 1993. From 1982 to 1987, Mr. Borror also
was engaged in the private practice of law in the Columbus, Ohio office of
Porter, Wright, Morris & Arthur. He has a Bachelor of Arts Degree from The Ohio
State University and a Juris Doctor Degree from The Ohio State University
College of Law.

TERRY E. GEORGE has served on the Company's Board of Directors since
1985, as its Senior Vice President since November 1993, and as its Treasurer
since September 1996. He served as Controller of the Company from August 1995 to
January 1996. He was Operations Manager from October 1991 through August 1995.
He served as the General Manager of BRC's multifamily housing division from
August 1985 to October 1987 and as a Vice President from October 1987 to
November 1993 and from December 1996 through the present. Mr. George has a
Bachelor of Science Degree from The Ohio State University and is a Certified
Public Accountant in the State of Ohio. Mr. George also serves on the Board of
Directors of First Community Bank.

PETE A. KLISARES has served on the Company's Board of Directors since
1994. He is an Executive Vice President for, and a member of the Board of
Directors of, Worthington Industries, Inc., a Columbus, Ohio-based steel
processing company. Mr. Klisares also serves on the Board of Directors of The
Huntington National Bank. He has a Bachelor of Science Degree in Economics and a
Masters Degree in Labor and Management from the University of Iowa.

GERALD E. MAYO has served on the Company's Board of Directors since
1994. He is a member of the Board of Directors, and the Chairman of the Midland
Life Insurance Company, a Columbus, Ohio-based life insurance company. Mr. Mayo
also serves on the Boards of Directors of Huntington Bancshares Incorporated,
HBO & Company, Association of Ohio Life Insurance Cos. and Columbia Gas Systems,
Inc. He has a Bachelor of Arts Degree from Boston University.

C. RONALD TILLEY has served on the Company's Board of Directors since
January 1996. In March 1996, he retired as Chief Executive Officer and Chairman
of the Board of Directors of Columbia Gas Distribution Companies, an Ohio-based
natural gas company. Mr. Tilley served on the Board of Directors of National
City Bank Columbus through April, 1996. He has a Bachelor of Science Degree from
Concord College.

JON M. DONNELL has served as Chief Operating Officer of the Company
since September 1996 and as Chief Financial Officer since August 1995. Mr.
Donnell served as Treasurer of the Company from August 1995 through

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<PAGE> 11

September 1996, and as Executive Vice President from January 1996 through August
1996. From August 1995 through August 1996, he also served as Senior Vice
President of the Company. Prior to joining the Company, Mr. Donnell spent eleven
years with the Del Webb Corporation, a national real estate development and home
building company, most recently as Vice President and Associate General Manager
of Webb's Sun City Hilton Head community. Mr. Donnell is a Certified Public
Accountant, and holds a Bachelor of Science degree from the University of
Arizona.

RICHARD R. BUECHLER has served as Executive Vice President of the
Company since January 1996, and as General Manager of the Company's Homes
Division since October 1995. Mr. Buechler served as Senior Vice President of the
Company from January 1995 through December 1995 and General Manager of the
Company's Dominion Homes Division from January 1995 until October 1995. Mr.
Buechler served as General Manager of the Company's Special Projects Division
from July 1994 until December 1994, as Sales Manager of the Company's Dominion
Homes Division from January 1992 until June 1994, as Sales Manager of the
Company's Tradition Homes Division from April 1990 until December 1991, and as a
Sales Representative for the Company from May 1985 until April 1990.

ROBERT A. MEYER, JR. has served as Senior Vice President of the
Company since January 1996 and as General Counsel and Secretary of the Company
since December, 1993. He served as Vice President of the Company from December,
1993 through December, 1995. Prior to joining the Company, Mr. Meyer was engaged
in the private practice of law in the Columbus, Ohio office of Porter, Wright,
Morris & Arthur from November 1978 to December 1993. He has a Bachelor of
Science Degree from Indiana University and a Juris Doctor Degree from The Ohio
State University College of Law.

JAMES B. BIANCHI has served as a General Manager of the Company's
lumberyard since March 1989 and as a Vice President of the Company since January
1995. He owned and operated Biancola Builders, a Columbus, Ohio custom home
building company, from January 1987 to February 1989, and served as a division
manager for BRC from July 1980 to January 1987. Mr. Bianchi has a Bachelor of
Science Degree and is a graduate of the School of General Studies of Business
from the University of Pittsburgh.

JACK L. MAUTINO has served as Vice President of Sales since October
1995. Mr. Mautino served as Sales Manager for the Company's Dominion Homes
Division from January 1995 through December 1995, Sales Manager of the Company's
Tradition Homes Division from December 1991 to December 1994, and as Sales
Representative for the Company from July 1990 to December 1991. Prior to joining
the Company, Mr. Mautino was employed by Ryland Homes. He holds a Bachelor of
Science Degree from Duquesne University.

RANDOLPH B. ROBERT, JR. has served as the Company's General Manager
of Land Development since January 1987 and as a Vice President since November
1993. He was the Construction Manager for BRC's multifamily housing division
from December 1979 to December 1986. Mr. Robert has a Bachelor of Science Degree
from The University of Arizona.

LORI M. STEINER has served as the Company's Vice President --
Marketing since January 1995. She served as the Company's Marketing Director
from September 1990 through January 1995. Ms. Steiner served as an account
manager for Brooks Young Communications, a Columbus-based regional advertising
company, from March 1989 to September 1990, and as an account supervisor for
Shelly Berman Communicators, a Columbus-based marketing, advertising and public
relations firm, from June 1982 to March 1989. She has a Bachelor of Arts Degree
from Wittenberg University.

FAMILY RELATIONSHIPS

Douglas G. Borror, a director and the President and Chief Executive
Officer of the Company, and David S. Borror, a director and Executive Vice
President of the Company, are brothers. Donald A. Borror, a director and
Chairman of the Board of the Company, is the father of Douglas G. Borror and
David S. Borror. There are no other family relationships among the executive
officers and/or directors of the Company.

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<PAGE> 12

AGREEMENT WITH RESPECT TO THE ELECTION OF DIRECTORS

BRC, the holder of approximately 62.2% of the Company's issued and
outstanding Common Shares, has agreed in a Close Corporation Agreement with its
shareholders to use its best efforts to elect David S. Borror as a director of
the Company for so long as certain contingencies are satisfied and for so long
as BRC has the ability to elect at least two (2) directors of the Company. See
"Compensation Committee Interlocks and Insider Participation--Description and
Ownership of BRC."

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors meets immediately following the adjournment of
each annual meeting of shareholders at which directors are elected, and holds
such other meetings as may be called from time to time by the Chairman of the
Board, the President or any two directors. The Board of Directors of the Company
held four (4) meetings during the fiscal year ended December 31, 1996. Each
director attended at least 75% of the aggregate of the number of Board of
Directors meetings and meetings of all committees on which he served during the
year, except C. Ronald Tilley. Mr. Tilley was out of the country on November 6,
1996, the date of meetings of the Board of Directors and of the Compensation and
Audit Committees of the Board, and as a result did not attend those meetings.
Mr. Tilley attended all other meetings in 1996 of the Board and committees on
which he served after his appointment thereto.

The Company has a Compensation Committee, an Executive Committee and
an Audit Committee. The members of the Compensation Committee during 1996 were
Pete A. Klisares, Gerald E. Mayo, Donald A. Borror (from January 1 through March
18), and C. Ronald Tilley (from March 27 through December 31). The Compensation
Committee, which determines the compensation of the Company's executive
officers, held three (3) meetings during 1996. The members of the Executive
Committee during 1996 were Donald A. Borror, Pete A. Klisares and Douglas G.
Borror. The Executive Committee, which is authorized to act for the Board
between regularly scheduled meetings of the Board, held three (3) meetings
during 1996. The members of the Audit Committee during 1996 were Pete A.
Klisares, Gerald E. Mayo, Douglas G. Borror (from January 1 through March 18),
and C. Ronald Tilley (from March 27 through December 31). The Audit Committee,
which reviews accounting and auditing matters, held three (3) meetings during
1996. The Company does not have a standing nominating committee or other
committee performing a similar function.

-9-

<PAGE> 13

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

The following table sets forth, for the three fiscal years ended
December 31, 1996, cash and non-cash compensation paid by the Company to the
Chief Executive Officer and to each of the other four most highly compensated
executive officers of the Company who served as such during 1996 (collectively,
the "Named Executive Officers") for services rendered in all capacities by such
persons:

SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation ------------------------------
----------------------------------------- Restricted Common Shares
Other Annual Stock Underlying All Other
Name and Salary Bonus Compensation(1) Awards Options/ Compensation(2)
Principal Position Year ($) ($) ($) ($) Sars (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Donald A. Borror 1996 $240,000 $200,000 $ 7,466 -- $ 3,000
Chairman of the Board 1995 240,000 -0- 7,568 -- 3,000
1994 240,000 100,000 3,834 -- 3,000

Douglas G. Borror 1996 360,000 300,000 11,107 -- 7,750
President and CEO 1995 360,000 -0- 16,715 25,000(4) 7,186
1994 290,769(3) 250,000 12,647 -- 6,779

Jon M. Donnell 1996 159,230(5) 175,000 7,079 93,332(6) 40,000 60,450(7)
COO and CFO 1995 60,000(8) 65,000 15,031 82,500(6) 20,000 --
1994 -- -- -- -- --

David S. Borror 1996 175,000 100,000 6,049 -- 7,750
Exec. V.P 1995 175,000 -0- 8,289 25,000(4) 7,750
1994 175,000 50,000 7,557 -- 7,375

Richard R. Buechler 1996 150,000 150,000 5,831 40,000 7,750
Exec. V.P 1995 120,000 90,000 5,863 20,000 7,750
1994 90,000 75,000 4,800 15,000(9) 7,249

<FN>
- ----------

(1) Other Annual Compensation consists of perquisites and other personal benefits, primarily automobile allowances.
(2) All Other Compensation consists of amounts contributed by the Company to the accounts of the Named Executive Officers in the
Retirement Plan and Trust and in the Executive Deferred Compensation Plan. Amounts contributed to accounts in the Executive
Deferred Compensation Plan are not vested when made and are subject to vesting in 20% increments over the five-year period
following the contribution, provided the executive officer remains with the Company.
(3) The annual salary for Douglas G. Borror was increased from $240,000 to $360,000 effective August 1, 1994. The
reported salary is the amount actually paid to Mr. Borror during 1994.
(4) Such options were canceled by the holder prior to the end of 1995, and prior to the vesting of any such options.
(5) Jon M. Donnell was paid base salary at an annual rate of $150,000 from January 1 through August 31, 1996. With his
promotion to Chief Operating Officer as of September 1, his base salary was increased to an annual rate of $180,000. The
reported salary is the amount actually paid to Mr. Donnell in 1996.

</TABLE>

[Footnotes continued on next page]

-10-

<PAGE> 14

EMPLOYMENT AGREEMENTS

The Company has Employment Agreements with Jon M. Donnell, Chief
Operating and Chief Financial Officer, with Richard R. Buechler, Executive Vice
President and General Manager of the Company's Homes Division, and with Robert
A. Meyer, Jr., Senior Vice President, General Counsel and Secretary. The
Employment Agreements are dated May 17, 1996, and effective as of January 1,
1996. Mr. Donnell's Employment Agreement was amended as of November 6, 1996 to
reflect his promotion to Chief Operating Officer. The Agreements are for terms
of three years, and provide for renewal annually for three-year terms unless the
Company provides notice of its intention not to renew the Agreement. No such
notice has been provided to Mr. Donnell, Mr. Buechler or Mr. Meyer. Each
Agreement provides for lump sum payments if employment is terminated by the
Company without cause or by Mr. Donnell, Mr. Buechler or Mr. Meyer with good
reason, and includes non-competition covenants effective for one year after
termination. The Agreements also include provisions that become effective upon a
"change in control" of the Company. Under the Agreements, a change in control is
defined as an event which results in either BRC failing to own at least 30% of
the combined voting power of the outstanding voting securities of the Company,
or both Donald Borror and Douglas Borror ceasing to be directors and officers of
the Company. Upon a change in control, all employee benefit rights, including
stock options, vest. In addition, if within two years of a change in control Mr.
Donnell, Mr. Buechler or Mr. Meyer is terminated without cause, or if he
terminates his employment with good reason, he would be entitled to certain
benefits, including a lump sum payment equivalent to two year's salary, the
payments he would have been entitled to had the Company terminated him without
cause and without a change in control, and certain outplacement services.

- ----------
(6) The reported amount is the dollar value (net of consideration paid)
of restricted shares awarded (calculated by the number of shares
multiplied by the closing price on the date of grant). At December
31, 1996, Mr. Donnell held 28,000 restricted Common Shares with an
aggregate value of $122,500 as of such date. With respect to the
20,000 restricted Common Shares granted to Mr. Donnell on August 1,
1995, 10,000 Common Shares vested on August 2, 1995, 3,333 Common
Shares vested on August 1, 1996, 3,333 restricted Common Shares will
vest on August 1, 1997, and 3,334 restricted Common Shares will vest
on August 1, 1998. With respect to 21,333 restricted Common Shares
granted to Mr. Donnell on November 6, 1996, 3,667 restricted Common
Shares will vest on August 1, 1997, 3,666 restricted Common Shares
will vest on August 1, 1998, 7,000 restricted Common Shares will vest
on August 1, 1999, and 7,000 restricted Common Shares will vest on
August 1, 2000. It is a prerequisite to vesting of any restricted
shares that Mr. Donnell be employed with the Company as of the
vesting date. The Company does not presently pay dividends. However,
if dividends are paid in the future, Mr. Donnell would be entitled to
receive dividends as to restricted Common Shares.
(7) All Other Compensation for Jon M. Donnell in 1996 includes a payment
related to Mr. Donnell's housing and committed to by the Company as
part of its offer of employment to him.
(8) Jon M. Donnell was paid base salary at an annual rate of $130,000 for
that part of 1995 during which he was employed by the Company.
(9) Such options were canceled and replaced by the options which were
granted in 1995.

-11-

<PAGE> 15

INCENTIVE STOCK PLAN

The following table sets forth information concerning individual
grants of stock options during 1996 to those Named Executive Officers who
received grants of stock options under the Incentive Stock Plan during 1996. No
SARs were granted during 1996.

<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
-------------------------------------

Individual Grants
------------------------------------------------------------------------
Number of % of Total Potential Realizable Value at
Common Shares Options/ Assumed Annual Rates of
Underlying SARs Granted Common Share Price Appreciation
Options/ to Employees Exercise For Option Term(1)
SARs in Fiscal Price Expiration ---------------------------------
Name Granted (#) Year (%) ($/Share) Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Jon M. Donnell 40,000(2) 15.3% $ 3.25 1/2/06 $81,756 $207,187
Richard R. Buechler 40,000(2) 15.3% 3.25 1/2/06 $81,756 $207,187

<FN>
- ----------
(1) The Potential Realizable Value of the grants equals the product of: (a) the difference between (i) the product of the
per-share market price at the time of the grant and the sum of 1 plus the adjusted Common Share price appreciation rate (the
assumed rate of appreciation compounded annually over the term of the option); and (ii) the per-share exercise price of the
option; and (b) the number of Common Shares underlying the grant at fiscal year end. These Potential Realizable Values
represent only certain assumed rates of appreciation that may not be achieved. Actual realized values, if any, on option
exercises will be dependent on the actual appreciation of the Company's Common Shares over the term of the options.

(2) These options become exercisable in five equal installments of 8,000 Common Shares beginning July 1, 1996, and on July 1 of
each of the four succeeding years, subject to the acceleration of the exercisability of such options in the event of a "change
of control."
</TABLE>

The following table sets forth information, as of December 31, 1996,
concerning the number of Common Shares underlying unexercised options and the
value of the unexercised options held by those Named Executive Officers of the
Company who held options on such date. No Named Executive Officer exercised any
options during 1996.

<TABLE>

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
-----------------------------------------------------------------------------------------
<CAPTION>

Number of Common Shares Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Options/SARs at
Fiscal-Year-End (#) Fiscal-Year-End ($)(1)
--------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jon M. Donnell 12,000 48,000 $11,000 $44,000
Richard R. Buechler 12,000 48,000 $ 9,000 $36,000

<FN>
- ----------

(1) The Value of Unexercised In-The-Money Options equals the difference between the fair market value at December 31,
1996, of the Common Shares underlying the options and the exercise price of the options.
</TABLE>

-12-

<PAGE> 16

DIRECTOR COMPENSATION

Directors who are not employees of the Company receive fees of $2,500
per quarter and $1,000 per Board meeting and $500 per committee meeting
attended. Additionally, under the Company's Incentive Stock Plan, each director
who is not, and has never been, an employee of, or paid advisor or consultant
to, the Company will receive, on the first business day after each annual
meeting of shareholders, provided that the director continues to serve on the
Board on such date, a grant of a non-qualified stock option to purchase 2,500
Common Shares at an exercise price equal to the fair market value of the Common
Shares on the date of grant. A director option will be exercisable until the
earlier of (i) the tenth anniversary of the date of grant or (ii) generally
three months (one year in the case of a director who becomes disabled or dies)
after the date the director ceases to be a director. The Company does not pay
any separate remuneration to employees of the Company who serve as directors.
Messrs. Klisares, Mayo and Tilley were the directors who were not employees of
the Company in 1996.

-13-

<PAGE> 17

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
AND SHARE PRICE PERFORMANCE GRAPH

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
"Report of Compensation Committee on Executive Compensation" and the information
under "Share Price Performance Graph" shall not be incorporated by reference
into any such filings.

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Company has vested in the Compensation Committee ("Committee") of
the Board of Directors the authority to determine and administer the
compensation program for the Company's executive officers and other key
employees. The Committee is composed of three directors, which is the minimum
number of directors that a committee of the Board of Directors may be composed
of under the corporate law of the State of Ohio, the state in which the Company
is incorporated. Donald A. Borror, the founder and Chairman of the Board of the
Company, served on the Committee until March 18, 1996, when he resigned. Mr.
Borror served on the Committee with Pete Klisares and Gerald Mayo, who were then
the only two independent non-employee directors, to satisfy the requirement of
Ohio law that the Committee have a minimum of three members. However, Mr. Borror
deferred to the decisions of the independent directors with respect to executive
officer compensation. His primary role on the Committee was to provide insight
into the business objectives that should be used by the Committee in setting
incentive compensation. C. Ronald Tilley was appointed as the third independent
non-employee director in early 1996, and on March 27, 1996, was appointed to the
Compensation Committee to fill the vacancy created by Mr. Borror's resignation.
The Compensation Committee is chaired by Pete A. Klisares.

COMPENSATION PHILOSOPHY

The Company's executive compensation philosophy seeks to promote the
following key objectives:

- Align the interests of executive officers and other key
employees with the interests of shareholders by linking a
significant percentage of their total compensation to
corporate financial performance.

- Reward individual contribution and achievement.

- Allow the Company to continue to attract and retain
outstanding executive officers and other key employees and
to compete with industry competitors and other businesses
for executive talent.

Implementation of this philosophy is an ongoing process and the Committee
expects to further refine the Company's executive compensation program during
1997.

There are two primary components to the Company's executive
compensation program: annual cash compensation and long-term incentive
compensation. Annual cash compensation consists of a base salary and an
incentive bonus. Long-term incentive compensation consists of stock options and
other awards under the Incentive Stock Plan and of participation in the
Executive Deferred Compensation Plan.

ANNUAL CASH COMPENSATION

GENERAL. It is the Company's objective to achieve continuous sales
and earnings growth with a long-term objective of outperforming the homebuilding
industry in revenue growth and profitability. The Committee believes that, in
order to achieve this objective, the Company must be able to attract and retain
exceptional executive talent.

-14-

<PAGE> 18

Accordingly, the Committee's intent is that the total cash compensation received
by the Company's executive officers would place them in the upper range of the
total cash compensation received by the executive officers of homebuilding
companies in general. In determining compensation for the Company's executive
officers, the Committee has reviewed a nationally-compiled database of
compensation by other homebuilding companies for various executive positions,
and did so again in considering executive compensation in 1996.

BASE SALARY. The Committee recognizes that the homebuilding business
is cyclical and that the Company's financial performance depends, in large part,
on whether the homebuilding business is in a favorable or unfavorable cycle. The
Committee's intent is to set the base salaries of the Company's executive
officers at levels sufficient to attract and retain executive talent in all
business cycles.

In setting the base salary of an executive officer, the Committee
subjectively analyzes the executive's responsibilities, performance and value to
the Company, but gives no specific weighting to any of such factors. The
Committee intends to review annually the base salary of each executive officer
and to make adjustments as warranted.

INCENTIVE BONUS. The Committee believes that a significant portion of
the total compensation of the Company's executive officers should consist of
variable, performance-based components, such as awards of incentive bonuses and
grants of stock options, which the Committee can adjust to reflect changes in
corporate and individual performance. These compensation components are intended
to reinforce the Company's commitment to increasing corporate profitability and
shareholder value.

The Committee takes into account various quantitative measures and
qualitative indicators of corporate and individual performance in determining
the level of incentive bonuses to be awarded to the Company's executive
officers. Although the Committee tends to give more weight to quantitative
measures of corporate financial performance, it does not apply any specific
formula. In making such compensation decisions, the Committee recognizes and
takes into account that the homebuilding business is cyclical and that corporate
financial performance can be greatly affected by factors, such as interest rates
and weather, that are beyond the control of the Company's executive officers.

The Committee considers such quantitative corporate financial
performance measures as revenue growth, profitability, earnings per share and
return on shareholders' equity. With respect to those executive officers having
divisional responsibilities, the Committee also considers the financial
performance of the division.

The Committee also understands the importance of individual
contributions and achievements that may be difficult to quantify, and,
accordingly, recognizes qualitative indicators such as successful supervision of
major corporate projects, demonstrated leadership and the ability to respond to
difficult business cycles. With respect to those executive officers having
divisional responsibilities, the most important qualitative indicator was the
division's customer satisfaction ratings.

LONG-TERM INCENTIVE COMPENSATION

STOCK OPTIONS. On January 2, 1996, the Committee granted incentive
stock options covering an aggregate of 261,000 Common Shares to 34 employees of
the Company, including three executive officers: Richard R. Buechler, Jon M.
Donnell and Robert A. Meyer, Jr. The options were granted at an exercise price
of $3.25 per share, which was the fair market value of the Common Shares on the
date of grant. The options vest in 20% increments. The first such increment
vested July 1, 1996, and the remaining increments will vest on July 1 of 1997
and each of the following three years, provided the employee is then employed by
the Company. The Committee determined that the options would be useful in
providing a meaningful incentive to the Company's employees to increase
shareholder value. The Committee also believes that a vesting schedule using
mid-year vesting dates, when combined with the Company's award of incentive
bonuses which usually occurs at year-end, provides a combination of incentives
that better motivate and retain employees on a year-round basis.

-15-

<PAGE> 19

The Committee intends on an annual basis to make grants under the
Incentive Stock Plan to the Company's executive officers and other key
employees. In making such grants, the Committee will consider the subjective
factors identified above, as well as the number of options granted in prior
years.

RESTRICTED STOCK GRANTS. On November 6, 1996, the Committee awarded
to Jon M. Donnell, as part of an enhanced compensation package in connection
with his promotion to Chief Operating Officer, 21,333 Common Shares that are
restricted. Mr. Donnell had also been granted, on August 1, 1995, 20,000 Common
Shares, which were also restricted. The restrictions provide for forfeiture if
Mr. Donnell's employment with the Company is terminated prior to August 1, 2000.
The restrictions lapsed as to 10,000 Common Shares on August 2, 1995, and 3,333
Common Shares on August 1, 1996, and will lapse as to 7,000 Common Shares, 7,000
Common Shares, 7,000 Common Shares and 7,000 Common Shares on August 1, 1997,
August 1, 1998, August 1, 1999, and August 1, 2000, respectively, provided that
Mr. Donnell is then employed by the Company. The Committee believes this grant
provides a further incentive to Mr. Donnell to continue to effect improvement
in the Company's performance.

EXECUTIVE DEFERRED COMPENSATION PLAN. In December 1994, the Committee
adopted the Executive Deferred Compensation Plan, in which the Company's
executive officers and directors are eligible to participate. Under this Plan,
participants may defer a portion of their annual compensation (20% of total base
and bonus for employees and 100% of directors' fees). At December 31 of each
year, the Company provides for each participant a matching contribution of 25%
of the amount deferred, but not to exceed $2,500 in any year, and such matching
contribution vests in 20% increments over five years. The contribution and match
amounts are converted to theoretical Common Shares of the Company and are
adjusted in future periods based on the market value of the Common Shares,
similar to stock appreciation rights. Because the benefits to be realized by
participants are tied to the market value of the Common Shares, the Plan is
intended to be performance based.

The following table sets forth information concerning the deferral
contributions by participating directors and executive officers and
corresponding Company-matching contributions as of December 31, 1996, expressed
as the number of theoretical Common Shares of the Company, with respect to each
director and executive officer who has elected to participate in the Executive
Deferred Compensation Plan.

Borror Corporation Executive Deferred Compensation Plan
-------------------------------------------------------
<TABLE>
<CAPTION>

Company-Matching Company-Matching
Deferral Contributions Held Contributions Held Total
Contributions as Theoretical Common as Theoretical Common Theoretical
Held as Theoretical Shares and Having Shares Subject to Common
Common Shares Vested Future Vesting Shares Held
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Douglas G. Borror 7,471 353.8 1,486.2 9,311
David S. Borror 7,471 353.8 1,486.2 9,311
Pete A. Klisares 8,935 153.8 1,186.2 10,275
C. Ronald Tilley 2,884 -- 571 3,455
Terry E. George 2,286 -- 571 2,857
Jon M. Donnell 2,286 -- 571 2,857
Richard R. Buechler 7,585 353.8 1,486.2 9,425
Robert A. Meyer, Jr. 7,585 353.8 1,486.2 9,425
</TABLE>

CHIEF EXECUTIVE OFFICER COMPENSATION

Douglas G. Borror's annual base salary of $360,000 was not changed in
1996. In accordance with the executive compensation philosophy and program
described above, and primarily in recognition of the Company's return to
profitability in 1996, the Committee awarded Mr. Borror a cash incentive bonus
of $300,000 in 1996. Mr. Borror did not receive an award of stock options in
1996.

-16-

<PAGE> 20

TAX ASPECTS

Section 162(m) of the Internal Revenue Code of 1986, as amended,
prohibits the deduction by a publicly-held corporation of compensation paid to a
"covered employee" in excess of $1.0 million per year, subject to certain
exceptions. Generally, the Company's covered employees are those executive
officers listed under the Summary Compensation Table set forth above. None of
the Company's executive officers received more than $ 1.0 million of
compensation from the Company in 1996, and the Committee does not anticipate
that any of the Company's executive officers will receive more than $1.0 million
of compensation from the Company in 1997. Accordingly, the Committee does not
believe that Section 162(m) will limit the deductibility of the executive
compensation that the Company will pay in 1997. As indicated above, Section
162(m) provides exceptions to the $1.0 million limitation on the deductibility
of executive compensation. The Committee has not attempted to revise the
Company's executive compensation program to satisfy the conditions to these
exceptions but may in the future consider doing so if compensation paid by the
Company would not otherwise be deductible under Section 162(m).

Members of the Compensation Committee
Pete A. Klisares Gerald E. Mayo
C. Ronald Tilley

-17-

<PAGE> 21

SHARE PRICE PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return
on the Company's Common Shares from March 9, 1994 (the date the Company became a
public company), until December 31, 1996, with the cumulative total return of
(a) the NASDAQ-OTC Index Composite and (b) the Standard and Poor's Homebuilding
Index. Data for the referenced indices are reported on a month-end basis, and
the graph below sets forth values for both indices reported as of March 31,
1994. The graph assumes the investment of $100 in the Company's Common Shares,
the NASDAQ-OTC Index Composite and the Standard and Poor's Homebuilding Index.
The initial public offering price of the Company's Common Shares was $11.50
per share.

PERFORMANCE GRAPH
MARCH 1994-DECEMBER 1996

Mar-94 Dec-94 Dec-95 Dec-96

Borror Corporation 100 43.48 28.26 38.04
S&P Homebuilding 500 100 73.30 103.54 93.08
Nasdaq Composite 100 101.14 141.52 173.65

-18-

<PAGE> 22

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The members of the Company's Compensation Committee during 1996 were
Pete A. Klisares, Gerald E. Mayo, C. Ronald Tilley (from March 27 through
December 31) and Donald A. Borror (from January 1 through March 18). Mr. Borror,
who serves as Chairman of the Board of the Company, is an affiliate of Printing
Plus, Inc. and BRC, which have engaged in various transactions with the Company.

TRANSACTIONS WITH PRINTING PLUS, INC.

Donald A. Borror, together with Richard Myers, owns Printing Plus,
Inc., a printing company which has provided printing services to the Company.
Mr. Myers, who also operates Printing Plus, Inc., is the husband of Donna Borror
Myers, who is Donald A. Borror's daughter and Douglas G. and David S. Borror's
sister. The Company paid Printing Plus, Inc. $177,000 for its printing
services in 1996. Services rendered to the Company by Printing Plus, Inc. after
the Company became public have been pursuant to competitively bid contracts.

DESCRIPTION AND OWNERSHIP OF BRC

BRC, which owns approximately 62.2% of the Company's outstanding
Common Shares, is actively engaged in the business of owning and managing
multifamily housing and commercial real estate. Donald Borror, Douglas Borror,
David Borror and Terry George, who are directors and executive officers of the
Company, also are directors of BRC. As of December 1996, Mr. George was elected
a Vice President of BRC. Occasionally, employees of the Company provide limited
administrative services to BRC, for which BRC pays the Company. The total amount
of payments made by BRC to the Company for administrative services in 1996 was
$21,400.

BRC has issued and outstanding 105,065 voting common shares and
315,195 non-voting common shares, all of which are beneficially owned by members
of the Borror family, or trusts for their benefit, and by Terry George. Through
their ownership and control of BRC, such persons are in a position to control
the Company. See "Security Ownership of Certain Beneficial Owners and
Management."

The Amended and Restated Borror Corporation Stock Trust, a revocable
trust established by Donald Borror pursuant to a trust agreement dated January
4, 1994 (the "Stock Trust"), owns 52,000 voting common shares of BRC,
representing 49.5% of the issued and outstanding voting common shares of BRC,
and 75,180 non-voting common shares of BRC, representing 23.9% of the issued and
outstanding non-voting common shares of BRC. The Stock Trust will expire upon
the ten year anniversary of Donald Borror's death or upon the death of Joanne
Borror (Donald Borror's wife), whichever is later. Joanne Borror is the
beneficiary of the Stock Trust until her death (unless she predeceases Donald
Borror) and each of Donald and Joanne Borror's children (Douglas and David
Borror and Donna Myers) are one-third remainder beneficiaries of the Stock
Trust. Donald Borror and Douglas Borror are the joint trustees of the Stock
Trust until the death or incapacity of either of them whereupon the other of
them will become sole trustee.

Douglas Borror owns 32,865 voting common shares of BRC, representing
31.3% of the issued and outstanding voting common shares of BRC, and 108,355
non-voting common shares of BRC, representing 34.4% of the issued and
outstanding non-voting common shares of BRC.

David Borror owns 15,200 voting common shares of BRC, representing
14.5% of the issued and outstanding voting common shares of BRC, and 65,600
non-voting common shares of BRC, representing 20.8% of the issued and
outstanding non-voting common shares of BRC.

The 1987 Irrevocable Subchapter S Trust, an irrevocable trust
established by Donald Borror pursuant to a trust agreement dated June 26, 1987
(the "Irrevocable Trust"), owns 50,000 non-voting common shares of BRC,
representing 15.9% of the issued and outstanding non-voting common shares of
BRC. David Borror is the trustee of the Irrevocable

-19-

<PAGE> 23

Trust and Donna Myers (Donald and Joanne Borror's daughter and Douglas and David
Borror's sister) is the sole beneficiary of the Irrevocable Trust. The
Irrevocable Trust expires upon the death of Donald Borror.

Terry George owns 5,000 voting common shares of BRC, representing
4.8% of the issued and outstanding voting common shares of BRC, and 16,060
non-voting common shares of BRC representing 5.1% of the issued and outstanding
non-voting common shares of BRC.

BRC and the shareholders of BRC are parties to a Close Corporation
Agreement dated January 4, 1994 ("BRC Agreement"). The BRC Agreement contains
certain provisions related to BRC's status as an S Corporation (including
mandatory distributions to BRC shareholders equal to the product of the maximum
marginal individual income tax rate and the shareholder's pro rata share of the
taxable income attributable to BRC). The BRC Agreement provides that all of the
voting power of the BRC shares is to be exercised by a majority of the directors
of BRC, all of whom will be elected by Donald Borror and Douglas Borror jointly
until the death or incapacity of either of them and, thereafter, by the other of
them solely. Under the provisions of the BRC Agreement, David Borror is required
to be elected as a director of BRC as long as he continues to hold at least 10%
of the shares of BRC, absent his removal for "cause" (as defined therein). In
such circumstances and as long as BRC has the ability to elect at least two
directors of the Company, BRC also is required to use its best efforts to elect
David Borror as a director of the Company. The BRC Agreement generally restricts
the transfer of shares of BRC to persons other than members of the Borror family
unless certain procedures are followed. BRC is required to repurchase all of
Terry George's shares in the event of his death or incapacity and has the right
to purchase Terry George's shares at any time. BRC also is required to purchase
a certain number of shares from the estates of Borror family members. Subject to
certain conditions, Borror family members have the right to require BRC to
repurchase shares from them, beginning in March, 1998. In certain instances, the
obligation of BRC to repurchase shares may be assumed by Borror family
shareholders.

TRANSACTIONS WITH BRC

The Company and BRC entered into a Corporate Exchange and
Subscription Agreement, dated January 20, 1994, pursuant to which the Company
acquired substantially all of the assets and assumed substantially all of the
liabilities of the home building divisions of BRC in exchange for the issuance
of 3,882,000 of the Company's Common Shares to BRC.

The Company and BRC are parties to a Land Option Agreement dated
January 20, 1994 ("Land Option Agreement"). Pursuant to the provisions of the
Land Option Agreement, the Company acquired from BRC irrevocable options to
purchase from BRC finished single family lots in certain communities which BRC
and other homebuilders have developed under various joint venture agreements.
The purchase price to be paid by the Company to BRC for such lots under the Land
Option Agreement is the lesser of (i) BRC's adjusted tax basis in such lots plus
$500 per lot or (ii) their fair market value, as determined by an independent
MAI appraiser jointly selected by BRC and the Company, at the time of their
purchase from BRC. The cost of all such appraisals is borne by the Company.
Pursuant to the Land Option Agreement, during 1996 the Company purchased 335
lots from BRC for an aggregate purchase price of $8,155,000.

The Company also purchased during 1996 additional lots from Wilcox
Road Associates at an aggregate purchase price of $648,000. Wilcox Road
Associates is an Ohio joint venture partnership organized in October 1987, of
which BRC is the managing partner and in which it has a 50% interest.

The Company and BRC are parties to a Model Homes Lease Agreement
dated January 20, 1994 ("Model Homes Agreement"). Pursuant to the provisions of
the Model Homes Agreement, the Company leases from BRC model homes owned by BRC.
The leases are on a triple net basis at $8.00 per square foot for a term of
three years, unless the Company earlier terminates the lease with respect to a
particular model home upon 30 days' prior written notice given to BRC. The
Company uses each such model home as the Company's on-site sales office in the
community in which the model home is located until the Company has completed its
sale of homes in that community. It is anticipated that BRC will sell each model
home upon the termination of its lease. The Company will not receive any of the
proceeds

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<PAGE> 24

from the sales of such model homes owned by BRC, except that the Company will
receive, at the time of sale, 50% of its unamortized costs of improvements to
the model homes. During 1996, the Company paid to BRC an aggregate of $89,000
for the lease of model homes. At December 31, 1996, the Model Homes Agreement
had been terminated as to all but 5 of the 31 model homes that were originally
the subject of the Model Homes Agreement.

The Company and BRC are parties to various lease agreements pursuant
to which the Company leases space in a shopping center owned by BRC. As of
December 31, 1996, the Company leased 5,550 square feet in the shopping center
for its decorating center and architectural department. The Company leases such
space from BRC at $9.50 per square foot plus a proportionate share of common
area maintenance charges, taxes and insurance, and on substantially the same
terms as the leases that BRC has with its other tenants in the shopping center.
The Company paid to BRC an aggregate of $69,000 under the leases for space in
the shopping center during 1996. The Company believes that the terms of these
leases are no less favorable to the Company than those reasonably available from
unrelated third parties for comparable space.

The Company and BRC are parties to a Shareholder Agreement (the
"Shareholder Agreement"), dated January 20, 1994, pursuant to which BRC has the
right, from time to time, to demand that the Company register for sale Common
Shares owned by BRC. Each request by BRC for a demand registration must cover at
least 10% of the Common Shares owned by BRC and at least 5% of the Company's
then outstanding Common Shares. Without the Company's consent (exercised by a
majority of its independent directors), the Company is not obligated to cause a
demand registration to be effected within 18 months after the consummation of a
prior demand registration. BRC and the Company will each pay one-half of the
expenses of each demand registration. BRC also will have incidental, or
piggy-back, registration rights if the Company proposes to register any of its
equity securities (other than registrations involving employee benefit plans)
for its own account or for the account of any other shareholder. BRC will pay
all of its own legal expenses and the first $25,000 of the other expenses of a
piggy-back registration and the Company will pay the remaining expenses of a
piggy-back registration. Both the demand and piggy-back registration rights will
be subject to customary underwriting and holdback provisions and will expire on
March 9, 2004.

Subsequent to the Company's initial public offering, the Company has
provided accounting and management services to certain joint ventures in which
one of the partners in the joint ventures is BRC. The fees for such services are
the amounts provided for such services under the relevant joint venture
agreements. The Company received aggregate fees of $370,000 from such joint
ventures in 1996.

AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO CHANGE ITS NAME

The Board recommends that the shareholders approve a resolution to
amend Article First of the Company's Articles of Incorporation to change the
name of the Company from "Borror Corporation" to "Dominion Homes, Inc." The
Board believes it is in the best interest of the Company to change the corporate
name to more clearly convey the Company's business and products and to take
better advantage of the positive name recognition of "Dominion Homes" in the
Company's market.

If approved by the shareholders, the amendment will become effective
upon filing a Certificate of Amendment with the Ohio Secretary of State which
filing is expected to be made shortly after the Annual Meeting. Shareholders
will not be required to exchange any outstanding share certificates for
certificates containing the Company's new name. Share certificates reflecting
the name Dominion Homes, Inc. will be issued upon any purchase, sale or other
disposition of shares following the effective date of the name change.

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<PAGE> 25

PROPOSAL

Shareholders are requested to approve the following resolution to
amend the Amended and Restated Articles of Incorporation of the Company:

RESOLVED, that Article FIRST of the Company's Amended and
Restated Articles of Incorporation be, and it hereby is, amended to
read as follows:

FIRST: The name of the corporation shall be Dominion Homes, Inc.
(the "Corporation").

RECOMMENDATION AND VOTE

Approval of the amendment to the Company's Amended and Restated
Articles of Incorporation to change the name of the Company will require the
affirmative vote of a majority of the Common Shares issued and outstanding as of
the record date.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO CHANGE ITS NAME TO DOMINION HOMES, INC.

AMENDMENT OF BORROR CORPORATION
INCENTIVE STOCK PLAN

The Board recommends that the shareholders approve an amendment to
the Borror Corporation Incentive Stock Plan (the "Stock Plan") to increase the
number of Common Shares available for award thereunder from 500,000 to 850,000.
The following summary of the Stock Plan is qualified in its entirety by
reference to the Stock Plan, which is attached hereto as Appendix I.

GENERAL

The Stock Plan was adopted in February 1994 and amended in 1995. The
purpose of the Stock Plan is to attract and retain key employees, other
personnel and independent directors of the Company, and to enhance their
interest in the Company's continued success.

The maximum number of Common Shares currently authorized to be
awarded under the Stock Plan is 500,000. The amendment recommended by the Board
would increase this number to 850,000. The Stock Plan permits a maximum award of
50,000 Common Shares to any single participant in any single calendar year. No
award under the Stock Plan may be granted after December 31, 2003.

The Common Shares issued by the Company under the Stock Plan are made
available from authorized but unissued Common Shares or from treasury shares.
The Stock Plan contains customary provisions with respect to adjustments for
share splits and similar transactions and the rights of participants upon
mergers and other business combinations.

The Stock Plan is administered by three members of the Board (the
"Committee") who were not, during the one year prior to commencing service on
the Committee, and may not be, during service on the Committee, granted awards
pursuant to the Stock Plan (other than director options as described below). The
Committee has the sole and complete authority to interpret the provisions of the
Stock Plan and to adopt, alter and repeal such administrative rules, guidelines
and practices governing the operation of the Stock Plan as it deems advisable.

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<PAGE> 26

Employees of the Company and any future subsidiaries who can make
substantial contributions to the successful performance of the Company are
eligible to be granted awards under the Stock Plan. The Committee's
determinations of which eligible individuals are granted awards and the terms
thereof are based on each individual's present and potential contribution to the
success of the Company and any subsidiaries. The approximate number of employees
currently eligible to participate in the Stock Plan is 325. On an annual basis
and without any further action by the Committee or the Board, the Stock Plan
also grants director options, as described below, to each independent director
of the Board.

AWARDS UNDER THE STOCK PLAN

The Stock Plan provides for stock options, restricted stock and
performance awards.

STOCK OPTIONS. The Committee may grant non-qualified options and
incentive options to employees. The Committee has discretion to fix the exercise
price of such options. In the case of an incentive option granted to a person
who owns 10% or less of the outstanding shares of the Company, the exercise
price may not be less than the fair market value of the Common Shares at the
date of grant. In the case of an incentive stock option granted to a person who
owns more than 10% of the outstanding shares of the Company, the exercise price
may not be less than 110% of the fair market value of the Common Shares at the
date of grant. The Committee also has broad discretion as to the terms and
conditions under which options may be exercised. During 1996, the Committee
granted incentive stock options to three executive officers. Information
regarding such grants is described under "Report of Compensation Committee on
Executive Compensation -- Long Term Incentive Compensation."

Under the Stock Plan, each director who is not, and has never been,
an employee of, or paid advisor or consultant to, the Company receives, on the
first business day after each annual meeting of shareholders, provided that the
director continues to serve on the Board on such date, a grant of a
non-qualified stock option to purchase 2,500 Common Shares at an exercise price
equal to the fair market value of the Common Shares on the grant date. A
director option is exercisable until the earlier of (i) the tenth anniversary of
the date of grant and (ii) generally three months (one year in the case of a
director who becomes disabled or dies) after the date the director ceases to be
a director. For purposes of the Stock Plan, fair market value means the closing
price of the shares as reported on the NASDAQ National Market on such date.
During 1996, 2,500 director options were granted to each of Messrs. Klisares,
Mayo and Tilley.

The exercise price of both employee and director options can be
satisfied in cash or, in the discretion of the Committee, by exchanging Common
Shares owned by the optionee, or by a combination of cash and Common Shares.

RESTRICTED STOCK. Restricted Common Share awards are granted to a
participant subject to forfeiture and restrictions on transfer. In general, a
participant who is granted restricted Common Shares has, from the date of award,
the benefit of ownership in respect of such restricted Common Shares, including
the right to vote such shares and to receive dividends and other distributions
thereon, subject to the restrictions set forth in the Stock Plan and in the
instrument evidencing such award. The stock certificates for restricted Common
Shares are held by the Company, or by an escrow agent designated by the Company,
during the restricted period and such shares can not be sold, assigned,
transferred, pledged or otherwise encumbered until the restrictions have lapsed.
The Committee has authority to determine the duration of the restricted period
and the conditions under which restricted Common Shares can be forfeited, as
well as the other terms and conditions of such awards. During 1996, the
Committee awarded restricted Common Shares to one executive officer. Information
regarding such award is described under "Report of Compensation Committee on
Executive Compensation -- Long Term Incentive Compensation."

PERFORMANCE AWARDS. Performance awards are earned to the extent
performance goals established by the Committee are achieved over a period of
time specified by the Committee. The Committee has discretion to determine the
value of each performance award, to adjust the performance goals as it deems
equitable to reflect events affecting the Company or changes in law or
accounting principles or other factors, and to determine the extent to which
performance awards that are earned may be paid in the form of cash, Common
Shares, or a combination of both.

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<PAGE> 27

OTHER TERMS. The Committee has broad discretion as to the specific
terms and conditions of each award and any rules applicable thereto, including
the effect, if any, of a change in control of the Company. The terms of each
award are evidenced by a written instrument delivered to the participant. The
awards authorized under the Stock Plan are subject to applicable tax withholding
by the Company which, to the extent permitted by Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), may be satisfied by the
withholding of shares issuable under the Stock Plan, and such awards may not be
assigned or transferred, except by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order.

The Stock Plan may be amended or terminated at any time by the Board,
except that no amendment may be made without shareholder approval if the
Committee determines that such approval is necessary to comply with any tax or
regulatory requirement, including any approval requirement which is a
prerequisite for exemptive relief from Section 16 of the Exchange Act, for which
or with which the Committee determines that it is desirable to comply.

FUTURE AWARDS. Future awards under the Stock Plan are not presently
determinable, but are expected to be made by the Committee in accordance with
the criteria set forth under "Report of Compensation Committee on Executive
Compensation."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE STOCK PLAN

STOCK OPTIONS. When an optionee exercises a non-qualified stock
option, the difference between the option price and any higher fair market value
of the Common Shares, generally on the date of exercise, will be ordinary income
to the optionee and generally will be allowed as a deduction for federal income
tax purposes to the Company. Any gain or loss realized by an optionee on
disposition of the Common Shares acquired upon exercise of a non-qualified stock
option generally will be capital gain or loss to such optionee, long term or
short term depending on the holding period, and will not result in any
additional tax consequences to the Company. The optionee's basis in the Common
Shares for determining gain or loss on the disposition will be the fair market
value of such Common Shares determined generally at the time of exercise.

When an optionee exercises an incentive stock option while employed
by the Company or within three months (one year for disability) after
termination of employment, no ordinary income will be recognized by the optionee
at that time, but the excess (if any) of the fair market value of the Common
Shares acquired upon such exercise over the option exercise price will be an
adjustment to taxable income for purposes of the general alternative minimum tax
applicable to individuals. If the Common Shares acquired upon exercise of the
incentive stock option are not disposed of prior to the expiration of one year
after the date of acquisition and two years after the date of grant of the
option, the excess (if any) of the sales proceeds over the aggregate option
exercise price of such Common Shares will be long-term capital gain, but the
Company will not be entitled to any tax deduction with respect to such gain.
Generally, if the Common Shares are disposed of prior to the expiration of such
periods (a "disqualifying disposition"), the excess of the fair market value of
such Common Shares at the time of exercise over the aggregate option price (but
not more than the gain on the disposition if the disposition is a transaction on
which a loss, if realized, would be recognized) will be ordinary income at the
time of such disqualifying disposition (and the Company will generally be
entitled to a federal income tax deduction in a like amount). Any gain realized
by the optionee as a result of a disqualifying disposition that exceeds the
amount treated as ordinary income will be capital in nature, long term or short
term depending on the holding period. If an incentive stock option is exercised
more than three months after termination of employment with the Company (one
year after disability), the tax consequences are the same as described
above for non-qualified stock options.

RESTRICTED STOCK. In the absence of an election by a participant
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), the grant of restricted Common Shares will not result in taxable income
to the participant or a deduction for the Company in the year of grant. The
value of such restricted Common Shares will be taxable to the participant in the
year in which the restrictions lapse. Alternatively, a participant may elect to
treat as income in the year of grant the fair market value of the restricted
Common Shares on the date of grant pursuant to Section 83(b) under the Code, by
making the election within 30 days after the date of such grant. If such an
election were made, such participant would not be allowed to deduct at a later
date the amount included as taxable income if he

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<PAGE> 28

or she should forfeit the restricted Common Shares to the Company. The Company
will generally be entitled to a federal income tax deduction equal to the amount
of ordinary income recognized by the participant in the year such income is
recognized. Prior to the lapse of restrictions, dividends paid on the restricted
Common Shares will be taxable to the participant as additional compensation in
the year said Common Shares are received free of restrictions, and the Company
will be allowed a corresponding federal income tax deduction.

PERFORMANCE AWARDS. A participant who receives a performance award of
Common Shares will recognize ordinary income in the year of the award equal to
the fair market value of the Common Shares at the date of the award. The Company
will be entitled to a federal income tax deduction equal to the amount of
ordinary income recognized by the participant in the year such income is
recognized.

REASON FOR PROPOSAL

Of the 500,000 Common Shares currently authorized for issuance
pursuant to the Stock Plan, 14,297 Common Shares remain available for award
under the Stock Plan. The Board believes that grants and options provide a
valuable form of compensation that links the interests of employees with
enhancing shareholder value. The Board has determined that it is in the best
interest of the Company to increase the number of Common Shares available for
award pursuant to the Stock Plan by 350,000 Common Shares. This increase is
intended to address the Company's reasonably foreseeable need for available
shares under the Stock Plan and allow the Company to continue to recruit and
maintain key employees.

PROPOSAL

Shareholders are requested to approve the following resolution to
amend the Stock Plan:

RESOLVED, that the first sentence of Section 4(a)
of the Borror Corporation Incentive Stock Plan be, and it
hereby is, amended to read as follows:

Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which
Awards and Director Options may be granted under
the Plan shall be 850,000.

RECOMMENDATION AND VOTE

Approval of the amendment to the Stock Plan to increase the number of
Common Shares available for award thereunder will require the affirmative vote
of a majority of the Common Shares issued and outstanding as of the record date.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE STOCK PLAN TO INCREASE THE
NUMBER OF COMMON SHARES AVAILABLE FOR AWARD THEREUNDER TO 850,000.

SELECTION OF AUDITORS

The Board of Directors of the Company has selected Coopers & Lybrand
L.L.P., certified public accountants, as independent auditors for the Company
for the year ending December 31, 1997. Coopers & Lybrand have audited the books
of the Company and its predecessors since 1964. Management expects that a
representative of Coopers & Lybrand will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.

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<PAGE> 29

RECOMMENDATION AND VOTE

Ratification of the selection of Coopers & Lybrand L.L.P. as the
Company's independent auditors for 1997 will require the affirmative vote of a
majority of the Common Shares issued and outstanding as of the record date.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S
INDEPENDENT AUDITORS FOR 1997.

OTHER MATTERS

Under the federal securities laws, the Company is required to report
in this Proxy Statement any known failures by executive officers, directors or
10% shareholders to file on a timely basis a Form 3, 4 or 5, relating to the
beneficial ownership of the Common Shares, during the 1996 fiscal year. To the
best of the Company's knowledge after a review of such filings, all such
required forms were filed on a timely basis.

PROPOSALS BY SHAREHOLDERS FOR 1997 MEETING

If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the shareholders of the Company to be held in 1998, the proposal must be
received by the Company prior to the close of business on December 5, 1997. Each
proposal submitted should be accompanied by the name and address of the
shareholder submitting the proposal, the number of Common Shares of the Company
owned, and the date those Common Shares were acquired by the shareholder. If the
proponent is not a shareholder of record, proof of beneficial ownership also
should be submitted. The proponent should also state his or her intention to
personally appear at the 1998 Annual Meeting to present the proposal. The proxy
rules of the Securities and Exchange Commission govern the content and form of
shareholder proposals. All proposals must be a proper subject for action at the
1998 Annual Meeting.

The procedures for shareholders to make nominations for Class II
Directors to be elected at the Annual Meeting of Shareholders of the Company
to be held in 1998 are set forth above under "Board of Directors and Management
- -- Nomination of Directors."

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<PAGE> 30
APPENDIX I

BORROR CORPORATION

INCENTIVE STOCK PLAN

SECTION 1. Purpose. The purposes of the Borror Corporation Incentive
Stock Plan are to promote the interests of Borror Corporation and its
stockholders by: (i) attracting and retaining Employees and Eligible Directors;
(ii) motivating Employees and Eligible Directors by means of performance-related
incentives to achieve longer-range performance goals; and (iii) enabling
Employees and Eligible Directors to participate in the long-term growth and
financial success of the Company.

SECTION 2. Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:

"Award" shall mean any Option, Restricted Stock Award or
Performance Award but shall not include any Director Option.

"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

"Committee" shall mean a committee of the Board designated by the Board
to Administer the Plan and composed of not less than the minimum number of
persons from time to time required by Rule 16b-3, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "disinterested person" within the
meaning of Rule 16b-3.

"Company" shall mean Borror Corporation, together with any
successor thereto.

"Director Option" shall mean a "Non-Qualified Stock Option granted to
each Eligible Director pursuant to Section 6(e) without any action by the Board
or the Committee.

"Eligible Director" shall mean, on any date, a person who is serving as
a member of the Board but shall not include a person who is or was an Employee
of the Company or a subsidiary.

"Employee" shall mean an employee of the Company.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

<PAGE> 31

"Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee in its sole discretion,
provided that the fair market value of Shares of Common Stock shall be
determined by reference to the most recent closing price quotation, or, if none,
the average of the bid and asked prices, as reported as of the most recent
available date with respect to the sale of Common Stock on any quotation system
approved by the National Association of Securities Dealers then reporting sales
of Common Stock or on any national securities exchange on which the Common Stock
is then listed.

"Incentive Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

"Non-Qualified Stock Option" shall mean a right to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is not intended
to be an Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option but shall not include a Director Option.

"Participant" shall mean any Employee selected by the Committee to
receive an Award under the Plan.

"Performance Award" shall mean any right granted under Section 8 of the
Plan.

"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.

"Plan" shall mean the Borror Corporation Incentive Stock Plan.

"Restricted Stock" shall mean any Share granted under Section 7 of the
Plan.

"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by
the SEC under the Exchange Act, or any successor rule or regulation thereto as
in effect from time to time.

"SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.

"Shares" shall mean common shares, without par value, of the Company,
or such other securities of the Company as may be designated by the Committee
from time to time.

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<PAGE> 32

"Subsidiary" shall mean any corporation which, on the date of
determination, qualifies as a subsidiary corporation of the Corporation under
Section 425(f) of the Code.

"Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

"Ten Percent Shareholder" shall mean any shareholder who, at the time
an Incentive Stock Option is granted to such shareholder, owns (within the
meaning of Section 425(d) of the Code) more than ten percent of the voting power
of all classes of shares of the Company or a subsidiary.

SECTION 3. Administration.

(a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to an eligible Employee; (iii) determine
the number of shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised in cash,
Shares, other securities, other Awards or other property, or cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend,
or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. Notwithstanding anything else
contained in the Plan to the contrary, neither the Committee nor the Board shall
have any discretion regarding whether an Eligible Director shall receive a
Director Option pursuant to Section 6(e) or regarding the terms of any Director
Option, including without limitation, the number of Shares subject to such
Director Option or the exercise price per Share of such Director Option.

(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Subsidiary, any Participant, any holder or
beneficiary of any Award, any shareholder and any Employee.

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<PAGE> 33

SECTION 4. SHARES AVAILABLE FOR AWARDS.

(a) SHARES AVAILABLE. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Awards and Director Options may
be granted under the Plan shall be 500,000. If, after the effective date of the
Plan, any Shares covered by an Award or Director Option granted under the Plan,
or to which such an Award or Director Option relates, are forfeited, or if an
Award or Director Option otherwise terminates or is cancelled without the
delivery of Shares, then the Shares covered by such Award or Director Option, or
to which such Award or Director Option relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to which
Awards and Director Options may be granted, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again be, or shall
become, Shares with respect to which Awards and Director Options may be granted,
to the extent permissible under Rule 16b-3. In the event that any Option,
Director Option or other Award granted hereunder is exercised through the
delivery of Shares, the number of Shares available for Awards under the Plan
shall be increased by the number of Shares surrendered, to the extent
permissible under Rule 16b-3.

(b) ADJUSTMENTS. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall proportionately adjust any or all (as necessary) of: (i) the
number of Shares or other securities of the Company (or number and kind of
other securities or property) with respect to which Awards may be granted; (ii)
the number of Shares or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards; and (iii) the
grant or exercise price with respect to any Award, provided, in each case, that
with respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended. If, pursuant to
the preceding sentence, an adjustment is made to outstanding Options held by
Participants, a corresponding adjustment shall be made to outstanding Director
Options and if, pursuant to the preceding sentence, an adjustment is made to
the number of Shares authorized for issuance under the Plan, a corresponding
adjustment shall be made to the number of Shares subject to each Director
Option thereafter granted pursuant to Section 6(e).

(c) SOURCES OF SHARES. Any Shares delivered pursuant to an Award or
Director Option may consist, in whole or in part, of authorized and unissued
Shares or of treasury Shares.

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<PAGE> 34

SECTION 5. ELIGIBILITY. Any Employee, including any officer or
employee-director of the Company or any Subsidiary, who is not a member of the
Committee shall be eligible to be designated a Participant, except that only
Employees who are employees of the Company or a Subsidiary shall be eligible for
the grant of nondiscretionary Director Options in accordance with, and only in
accordance with, Section 6(e) hereof.

SECTION 6. OPTIONS AND DIRECTOR OPTIONS.

(a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees to whom Options
shall be granted, the number of Shares to be covered by each Option, the
exercise price therefor and the conditions and limitations applicable to the
exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant
both types of options. In the case of Incentive Stock Options, the terms and
conditions of such grants shall be subject to and comply with such rules as may
be prescribed by Section 422 of the Code, as from time to time amended, and any
regulations implementing such statute, including, without limitation, the
requirements of Code Section 422(d) which limit the aggregate fair market value
of Shares for which Incentive Stock Options are exercisable for the first time
to $100,000.00 per calendar year. Each provision of the Plan and of each written
option agreement relating to an Option designated as an Incentive Stock Option
shall be construed so that such Option qualifies as an Incentive Stock Option,
and any provision that cannot be construed shall be disregarded.

(b) EXERCISE PRICE. The Committee shall, in its sole discretion,
establish the exercise price of an Option at the time the Option is granted.
Notwithstanding the forgoing sentence and any other provision contained herein
to the contrary, in the case of an Incentive Stock Option, the exercise price at
the time such Incentive Stock Option is granted to any Employee who, at the time
of such grant, is not a Ten Percent Shareholder, shall be not less than 100% of
the per Share Fair Market Value on the date of grant and the exercise price at
the time such Incentive Stock Option is granted to any Employee who, at the time
of such grant, is a Ten Percent Shareholder, shall be not less than 110% of the
per Share Fair market Value on the date of grant.

(c) EXERCISE. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter; provided,
in the case of an Incentive Stock Option, a Participant may not exercise such
Incentive Stock Option after: (i) the date which is ten years (five years in the
case of a Participant who is a Ten Percent Shareholder) after the date on which
such Incentive Stock Option is granted; or (ii) the date which is three months
(twelve months in the case of a Participant who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date on which he ceases to
be an Employee of the Company or a Subsidiary. The Committee may impose such
conditions with respect

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<PAGE> 35

to the exercise of Options, including without limitation, any relating to the
application of federal or state securities laws, as it may deem necessary or
advisable. The Committee shall have the right to accelerate the exercisability
of any Option or outstanding Option in its discretion.

(d) PAYMENT. No Shares shall be delivered pursuant to any exercise of
an Option until payment in full of the exercise price therefor is received by
the Company. Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest),
or by a combination of the foregoing, provided that the combined value of all
cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to such
exercise price.

(e) DIRECTOR OPTIONS. Notwithstanding anything else contained herein to
the contrary, each Eligible Director shall receive, on the first business day
after each annual meeting of stockholders of the Company, provided that the
Eligible Director is serving as a member of the Board on such date, a grant of a
Director Option to purchase 2,500 Shares at an exercise price per Share equal to
the Fair Market Value on the date of grant. A Director Option shall be
exercisable until the earlier to occur of the following two dates: (i) the tenth
anniversary of the date of grant of such Director Option; or (ii) three months
(twelve months in the case of an Eligible Director who becomes disabled, as
defined in Section 22(e)(3) of the Code, or who dies) after the date the
Eligible Director ceases to be a member of the Board, except that if the
Eligible Director ceases to be a member of the Board after having been convicted
of, or pled guilty or nolo contendere to, a felony, his Director Option shall be
cancelled on the date he ceases to be a member of the Board. An Eligible
Director may pay the exercise price of a Director Option in the manner described
in Section 6(d).

SECTION 7. RESTRICTED STOCK.

(a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees to whom Shares of
Restricted Stock shall be granted, the number of Shares of Restricted Stock to
be granted to each Participant, the duration of the period during which, and the
conditions under which, the Restricted Stock will vest and no longer be subject
to forfeiture to the Company, and the other terms and conditions of such Awards.
The Committee shall have the right to accelerate the vesting of any Restricted
Stock or outstanding Restricted Stock in its discretion.

(b) TRANSFER RESTRICTIONS. Until the lapse of applicable restrictions,
Shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered except as provided in the Plan or the applicable Award
Agreements. Certificates issued

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<PAGE> 36

in respect of Shares of Restricted Stock shall be registered in the name of the
Participant and deposited by such Participant, together with a stock power
endorsed in blank, with the Company. Upon the lapse of the restrictions
applicable to such Shares of Restricted Stock, the Company shall deliver such
certificates to the Participant or the Participant's legal representative.

(c) PAYMENT OF DIVIDENDS. Dividends paid on any Shares of Restricted
Stock may be paid directly to the Participant, or may be reinvested in
additional Shares of Restricted Stock, as determined by the Committee in its
sole discretion.

SECTION 8. PERFORMANCE AWARDS.

(a) GRANT. The Committee shall have sole and complete authority to
determine the Employees who shall receive a Performance Award denominated in
cash or Shares: (i) valued, as determined by the Committee, in accordance with
the achievement of such performance goals during such performance periods as the
Committee shall establish; and (ii) payable at such time and in such form as the
Committee shall determine.

(b) TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award and the amount and kind of any
payment or transfer to be made pursuant to any Performance Award.

(c) PAYMENT OF PERFORMANCE AWARDS. Performance Awards may be paid in a
lump sum or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.

SECTION 9. AMENDMENT AND TERMINATION.

(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply; and, provided further that no amendment may
be made to Section 6(e) or any other provision of the Plan relating to Director
Options within six months of the last date on which any such provision was
amended, other than to comport with changes to the Code, the Employee Retirement
Income Security Act, or the rules thereunder. Notwithstanding anything to the
contrary herein, the Committee may amend the Plan, subject to any shareholder
approval required

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<PAGE> 37

under Rule 16b-3, in such manner as may be necessary so as to have the Plan
conform with local rules and regulations in any jurisdiction outside the United
States.

(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any
Participant or any holder or beneficiary of any Award theretofore granted shall
not to that extent be effective without the consent of the affected Participant,
holder or beneficiary.

(c) CANCELLATION. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be cancelled in consideration of the granting to the holder of an
alternative Award having a Fair market Value equal to the Fair Market Value of
such cancelled Award.

SECTlON 10. GENERAL PROVISIONS.

(a) Nontransferability.

(i) Each Award and each Director Option, and each right under any
Award or any Director Option, shall be exercisable during the
Participant's or the Eligible Director's lifetime only by the
Participant or the Eligible Director or, if permissible under
applicable law, by the Participant's or the Eligible Director's
guardian or legal representative or a transferee receiving such Award
pursuant to a qualified domestic relations order ("QDRO"), as
determined by the Committee.

(ii) No Award or Director Option that constitutes a "derivative
security," for purposes of Section 16 of the Exchange Act, may be
assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant or Eligible Director otherwise than by
will or by the laws of descent and distribution or pursuant to a QDRO,
and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against
the Company or any Subsidiary: provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.

(b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

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<PAGE> 38

(c) SHARE CERTIFICATES. All certificates for Shares or other securities
of the Company or any Subsidiary delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange or national
securities association upon which such Shares or other securities are then
listed, and any applicable federal or state laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

(d) DELEGATION. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers or managers of the Company or
any Subsidiary, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section.

(e) WITHHOLDING. A Participant or Eligible Director may be required to
pay to the Company or any Subsidiary and the Company or any Subsidiary shall
have the right and is hereby authorized to withhold from any Award or Director
Option, from any payment due or transfer made under any Award or any Director
Option or under the Plan or from any compensation or other amount owing to a
Participant or Eligible Director the amount of any applicable withholding taxes
in respect of an Award or a Director Option, its exercise, or any payment or
transfer under an Award, under a Director Option or under the Plan and to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes. With respect to participants who
are not subject to Section 16 of the Exchange Act, the withholding may be in the
form of cash, Shares, other securities, other Awards or other property as the
Committee may allow. With respect to Participants and Eligible Directors who are
subject to Section 16 of the Exchange Act, the withholding shall be in cash or
in any other property permitted by Rule 16b-3 as the Committee may allow. The
Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payments
of any Award.

(f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, retirement
or other termination of employment of a Participant and the effect, if any, of a
change in control of the Company.

(g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or continuing
in effect

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<PAGE> 39

other compensation arrangements, which may, but need not, provide for the grant
of Options, Restricted Stock, Shares and other types of Awards provided for
hereunder (subject to stockholder approval if such approval is required), and
such arrangements may be either generally applicable or applicable only in
specific cases.

(h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Subsidiary. Further, the Company or a Subsidiary may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or any Award
Agreement.

(i) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares.
Notwithstanding the foregoing, in connection with each grant of Restricted Stock
hereunder, the applicable Award shall specify if and to what extent the
Participant shall not be entitled to the rights of a shareholder in respect of
such Restricted Stock.

(j) GOVERNING LAW. Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Ohio.

(k) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

(l) OTHER LAWS. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
federal securities laws.

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<PAGE> 40

(m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to an Award, such rights
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.

(n) RULE 16B-3 COMPLIANCE. With respect to Persons subject to Section
16 of the Exchange Act, transactions under this Plan are intended to comply with
all applicable terms and conditions of Rule 16b-3 and any successor provisions.
To the extent that any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

(o) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

(p) NO IMPACT ON BENEFITS. Plan Awards shall not be treated as
compensation for purposes of calculating an Employee's rights under any employee
benefit plan.

(q) INDEMNIFICATION. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Regulations, by
contract, as a matter of law, or otherwise.

(r) Notwithstanding anything to the contrary contained in the Plan, no
Participant shall, during any calendar year, receive Awards covering more than
50,000 Shares in the aggregate pursuant to such Awards.

SECTION 11. TERM OF THE PLAN.

(a) EFFECTIVE DATE. The Plan shall be effective as of the date of
shareholder approval of the Plan.

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<PAGE> 41

(b) EXPIRATION DATE. No Award shall be granted under the Plan after
December 31, 2003. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after December 31, 2003.

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<PAGE> 42

BORROR CORPORATION
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder(s) of common shares of Borror Corporation
("Company") hereby constitute(s) and appoint(s) David S. Borror and Terry E.
George, or either of them, the Proxy or Proxies of the undersigned, with full
power of substitution, to attend the Annual Meeting of Shareholders ("Annual
Meeting") of said Company to be held on May 7, 1997, at the Wyndham Dublin
Hotel, 600 Metro Place North, Dublin, Ohio 43017, at 10:00 a.m., local time, and
any adjournment or adjournments thereof, and to vote all of the common shares,
no par value ("Common Shares"), of the Company which the undersigned is entitled
to vote at such Annual Meeting or at any postponements or adjournments thereof:
<TABLE>
<CAPTION>

<S> <C>
1. [ ] FOR election as directors of the Company all the [ ] WITHHOLD AUTHORITY to vote for all
nominees listed below (except as marked to the nominees listed below.
contrary below).*
</TABLE>

Douglas G. Borror C. Ronald Tilley Jon M. Donnell

*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NAME OF THE NOMINEE IN THE LIST ABOVE.)

2. [ ] FOR [ ] AGAINST [ ] ABSTAIN

Amendment of the Company's Amended and Restated Articles of
Incorporation to change the name of the Company to "Dominion Homes, Inc."

3. [ ] FOR [ ] AGAINST [ ] ABSTAIN

Amendment of the Company's Incentive Stock Plan to increase the number
of Common Shares available for award thereunder from 500,000 to 850,000 shares.

4. [ ] FOR [ ] AGAINST [ ] ABSTAIN

Ratification of the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the Company in 1997.

5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any postponements or
adjournments thereof.

(Continued, and to be signed, on other side)

<PAGE> 43

(Continued from other side)

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED OR NOT VOTED AS SPECIFIED. WHERE NO CHOICE IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY, "FOR" AMENDMENT OF THE
COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY, "FOR"
AMENDMENT OF THE COMPANY'S INCENTIVE STOCK PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR AWARD THEREUNDER, "FOR" RATIFICATION OF THE SELECTION OF COOPERS &
LYBRAND AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY IN 1997, AND, IN
THE DISCRETION OF THE PROXY OR PROXIES, ON ANY OTHER BUSINESS PROPERLY BROUGHT
BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.

ALL PROXIES PREVIOUSLY GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED. THE
UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT FOR THE MAY 7, 1997, ANNUAL MEETING.

DATED: ____________________, 1997 ---------------------------------------
SIGNATURE OF SHAREHOLDER(S)

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, ATTORNEYS AND
AGENTS SHOULD GIVE THEIR FULL TITLES. IF
SHAREHOLDER IS A CORPORATION, SIGN IN
FULL CORPORATE NAME BY AUTHORIZED
OFFICER. IF SHARES ARE REGISTERED IN TWO
NAMES, BOTH SHAREHOLDERS SHOULD SIGN.
(PLEASE NOTE ANY CHANGE OF ADDRESS ON
THIS PROXY.)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BORROR
CORPORATION. PLEASE FILL IN, DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.