CENTRAL SECURITIES CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                  March 8, 2006

      NOTICE is hereby given that the Annual Meeting of  Stockholders of Central
Securities  Corporation  will be held at The  University  Club,  One  West  54th
Street,  9th Floor,  New York, New York on Wednesday,  March 8, 2006 at 11 A.M.,
for the following purposes:

            1. To elect a board of six directors;

            2. To act upon a  proposal  to ratify the  selection  of KPMG LLP as
      independent  registered public accounting firm for the Corporation for the
      ensuing year; and

            3. To act upon such other  matters as may  properly  come before the
      meeting.

      The Board of Directors has fixed the close of business on January 27, 2006
as the record date for the  determination of stockholders  entitled to notice of
and to vote at the  meeting,  and only  stockholders  of record on such date are
entitled to vote on these matters at the meeting or any adjournment thereof.

                                             By order of the Board of Directors

                                                     MARLENE A. KRUMHOLZ
                                                          Secretary

New York, New York
February 3, 2006

      A proxy is enclosed with this Notice and Proxy Statement. Please complete,
SIGN and promptly return your proxy in the enclosed envelope. This will assure a
quorum and save further solicitation costs.


PROXY STATEMENT

                                                                February 3, 2006

                         CENTRAL SECURITIES CORPORATION
                                630 FIFTH AVENUE
                            NEW YORK, NEW YORK 10111
                             (Tel. No. 212-698-2020)

      This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about February 3, 2006 in connection with the solicitation of
proxies  by the  Board of  Directors  of  Central  Securities  Corporation  (the
"Corporation")  for use at the Annual Meeting of Stockholders of the Corporation
to be held on  March  8,  2006,  or any  adjournment  thereof  (the  "Meeting").
Properly  executed proxies received by the Corporation prior to the Meeting will
be voted in accordance  with the specific voting  instructions  indicated on the
proxy.  If no  instructions  are  specified,  the  shares  will be voted for the
nominees for director and in favor of proposal  (2). Any proxy may be revoked at
any time before it is exercised at the Meeting by the delivery of written notice
to the Secretary of the  Corporation,  by executing and delivering a later-dated
proxy or by appearing and voting in person by ballot at the Meeting.

      The record  date for  stockholders  entitled to vote at the Meeting is the
close of  business  on January  27,  2006.  On that date,  the  Corporation  had
outstanding 20,762,159 shares of Common Stock.

      The  holders of the  Corporation's  Common  Stock shall be entitled to one
vote per share. The presence, in person or by proxy, of a majority of the issued
and  outstanding  stock of the  Corporation  shall  constitute  a quorum for the
transaction of business at the Meeting.

                SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, OF
                NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
                            AND OF EXECUTIVE OFFICERS

      The  following  table sets  forth  information  as of  December  31,  2005
regarding the share  ownership of each person who is known to the Corporation to
have been a  beneficial  owner of more than five  percent of the Common Stock of
the  Corporation,  of each nominee for election to the Board of Directors of the
Corporation, and of all directors and executive officers as a group:


Name of Nominee to
the Board of Directors                               Amount and
or Name and Address                             Nature of Beneficial     Percent
of Beneficial Owner                                 Ownership(1)        of Class
----------------------                          --------------------    --------
Simms C. Browning* .......................                --               (2)

Donald G. Calder* ........................            65,595(3)            (2)

Jay R. Inglis* ...........................             1,855               (2)

Christian A. Johnson
  Endeavor Foundation(4) .................         6,853,637             33.0
1060 Park Avenue
New York, New York 10128

Dudley D. Johnson* .......................            49,516(5)            (2)

Wilmot H. Kidd* ..........................         2,461,509(6)(7)       11.9
630 Fifth Avenue
New York, New York 10111

Mrs. Wilmot H. Kidd ......................         2,461,509(6)(7)       11.9
1060 Park Avenue
New York, New York 10128

C. Carter Walker, Jr.* ...................           497,299(7)(8)        2.4

All directors and officers
  as a group .............................         2,663,784(7)          12.8

----------
*     Indicates nominee for election to the Board of Directors.

      (1) Except as otherwise  indicated,  to the  Corporation's  knowledge  the
beneficial owner had sole investment power and sole voting power with respect to
the shares shown opposite the name of such beneficial owner.

      (2) As  calculated  on the basis of  20,762,159  shares  of  Common  Stock
outstanding on December 31, 2005, Messrs.  Browning,  Calder, Inglis and Johnson
each owned less than 1% of the outstanding Common Stock.

      (3) Includes  8,676 shares of Common Stock owned by Mr.  Calder's wife and
9,318  shares of Common  Stock owned by the Donald  Grant and Ann Martin  Calder
Foundation (the "Calder Foundation").  Mr. Calder is the President and Treasurer
of the Calder Foundation. He disclaims beneficial ownership of all such shares.

      (4) Mrs. W. H. Kidd, whose husband is the President of the Corporation, is
President and Trustee of the Christian A. Johnson Endeavor Foundation.

      (5)  Includes  21,386  shares of Common Stock held in the Young & Franklin
Inc. Retirement Income Trust of which Mr. Johnson is Trustee and 1,388 shares of
Common Stock held by the Disosway Foundation.  Mr. Johnson is the Trustee of the
Disosway Foundation. He disclaims beneficial ownership of all such shares.

                                         (Footnotes continued on following page)


                                       2


(Footnotes continued from previous page)

      (6) An aggregate of 2,461,509  shares of Common Stock were included in the
shares beneficially owned by each of Mr. and Mrs. Kidd. The shares set forth for
each of Mr. Kidd and Mrs. Kidd include  378,422  shares of Common Stock owned by
Mr. Kidd as to which Mr. and Mrs.  Kidd had shared  investment  power and shared
voting power and as to which Mrs. Kidd disclaims beneficial  ownership;  911,273
shares of Common  Stock owned by Mrs.  Kidd or held in trusts for her benefit as
to which Mr. and Mrs. Kidd had shared  investment  power and shared voting power
and as to which Mr. Kidd disclaims beneficial ownership; and 1,145,889 shares of
Common Stock owned by Mr. and Mrs.  Kidd's  children or held in trusts for their
benefit or for the benefit of other family members as to which Mr. and Mrs. Kidd
had shared investment power and shared voting power and as to which Mr. and Mrs.
Kidd  disclaim  beneficial  ownership.  The shares set forth for each of Mr. and
Mrs.  Kidd also  include  25,925  shares of Common  Stock  held in trust for the
benefit of the  children of Mr. C. Carter  Walker,  Jr. as to which Mr. Kidd had
shared  investment  power and shared  voting  power and as to which Mr. and Mrs.
Kidd disclaim beneficial ownership.

      (7) An  aggregate of 411,990  shares of Common Stock were  included in the
shares beneficially owned by each of Mr. Kidd, Mrs. Kidd, and Mr. Walker.

      (8) Includes  36,509 shares of Common Stock owned by Mr.  Walker's wife as
to which Mr.  Walker had shared  investment  power and shared  voting  power and
411,990  shares of Common Stock held in trust for the benefit of Mrs.  Wilmot H.
Kidd or her  children  as to which Mr.  Walker had shared  investment  power and
shared  voting  power.  Mr. Walker  disclaims  beneficial  ownership of all such
shares.

      The share ownership of Wilmot H. Kidd,  President of the  Corporation,  is
given above. No other executive officer of the Corporation owns, beneficially or
otherwise, any shares of stock of the Corporation.

                VALUE OF BENEFICIAL SHARE OWNERSHIP BY DIRECTORS

      The  dollar  range of the value of equity  securities  of the  Corporation
beneficially owned by each director as of December 31, 2005 is as follows:

                                    Dollar Range of
      Independent Directors         Share Ownership
      ---------------------         ---------------
        Simms C. Browning           $0
        Donald G. Calder            Over $100,000
        Jay R. Inglis               $10,001 - $50,000
        Dudley D. Johnson           Over $100,000
        C. Carter Walker, Jr.       Over $100,000

      Interested Director
      -------------------
        Wilmot H. Kidd              Over $100,000


                                       3


            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Corporation's  directors,  executive  officers and persons who own more than ten
percent of a registered  class of the  Corporation's  equity  securities to file
with the  Securities  and Exchange  Commission  (the "SEC")  initial  reports of
ownership   and  reports  of  changes  in  ownership  of  Common  Stock  of  the
Corporation.  Officers, directors and greater than ten percent beneficial owners
are required by SEC  regulation  to furnish the  Corporation  with copies of all
Section 16(a) forms they file.

      To the Corporation's  knowledge,  based solely on review of copies of such
reports furnished to the Corporation and written  representations  that no other
such reports were required, all Section 16(a) filing requirements  applicable to
its  officers,  directors  and greater than ten percent  beneficial  owners were
complied with.

                                VOTING PROCEDURES

      The election of directors  requires the affirmative vote of a plurality of
the  shares of Common  Stock  present in person or  represented  by proxy at the
Meeting and entitled to so vote.  Shares of Common Stock  represented by proxies
which are marked "withhold authority" with respect to the election of any one or
more  nominees  for  election as director  will not be voted with respect to the
nominee or nominees so  indicated.  The  ratification  of the  selection  of the
independent  registered public  accounting firm of the Corporation  requires the
affirmative  vote of a majority of the shares of Common Stock  present in person
or represented by proxy at the Meeting and entitled to so vote. Shares of Common
Stock  represented  by proxies which are marked  "abstain"  with respect to this
matter  will be  counted  for the  purpose of  determining  the number of shares
present and entitled to vote, and shall therefore have the same effect as if the
shares  represented  thereby were voted  against such matter.  Broker  non-votes
(where a nominee  holding shares for a beneficial  owner has not received voting
instructions  from the  beneficial  owner and such  nominee  does not possess or
choose to exercise his  discretionary  authority  with respect  thereto) will be
treated as present  but not  entitled  to vote at the Meeting for the purpose of
determining  the number of votes  needed  with  respect to each item to be voted
upon, and shall therefore have no effect on such vote.

                        PROPOSAL 1. ELECTION OF DIRECTORS

      The Board of Directors  recommends  the election of six  directors to hold
office until the next Annual Meeting of Stockholders  and until their successors
are elected and qualified.  If any nominee for director is unable or declines to
serve, for any reason not now foreseen, the discretionary  authority provided in
the proxy will be exercised  to vote for a  substitute.  All the  nominees  have
consented to become directors and all were elected at the last Annual Meeting of
Stockholders  except Mr. Browning,  who was elected by the Board of Directors to
fill a newly created position on the Board on June 22, 2005.

      Duly authorized proxies for Common Stock will be voted for the election of
Mr. Simms C. Browning,  Mr. Donald G. Calder,  Mr. Jay R. Inglis,  Mr. Dudley D.
Johnson, Mr. Wilmot H. Kidd and Mr. C. Carter Walker, Jr.


                                       4


      The following table indicates the age,  principal  occupations  during the
last five years and positions (if any) with the  Corporation,  and the year each
nominee was first elected to the Board of Directors:



                                                  Principal Occupations                            Director of
                                                    (last five years)                              Corporation
                                                  and Position (if any)                           Continuously
      Nominee                Age                  with the Corporation                                Since
      -------                ---                  --------------------                            ------------
                                                                                             
Independent Directors:
Simms C. Browning.......     65      Retired since 2003; Vice President, Neuberger                    2005
                                        Berman, LLC (asset management) prior thereto

Donald G. Calder........     68      President, G. L. Ohrstrom & Co., Inc. (private                   1982
                                        investment firm); Director of Brown-Forman Corporation,
                                        Carlisle Companies Incorporated and Roper Industries,
                                        Inc. (manufacturing companies)

Jay R. Inglis...........     71      Chairman, Central Securities Corporation, Executive
                                        Vice President, National Marine Underwriters                  1973
                                        (insurance management company)

Dudley D. Johnson.......     66      President, Young & Franklin Inc. (private                        1984
                                        manufacturing company)

C. Carter Walker, Jr....     71      Private Investor                                                 1974

Interested Director:
Wilmot H. Kidd..........     64      Investment and research - President, Central Securities          1972
                                        Corporation


      The address of each  nominee is c/o Central  Securities  Corporation,  630
Fifth Avenue, New York, New York, 10111.

      The Board of Directors  held ten regular  meetings in 2005.  All directors
attended at least 75% of the meetings of the Board of Directors  and meetings of
the  committees on which they served during the period they served as directors.
The Board of Directors maintains an Audit Committee and a Nominating  Committee.
Both the  Audit  Committee  and the  Nominating  Committee  consist  of  Messrs.
Browning,  Calder,  Inglis,  Johnson and Walker, each of whom are independent as
defined in Section 121(A) of the American Stock Exchange's listing standards and
none of whom are  "interested  persons" as defined under the Investment  Company
Act of 1940. The Board of Directors does not have a Compensation Committee.

      The  Nominating  Committee  met  twice  during  2005.  This  committee  is
responsible  for the review and  recommendation  of candidates  for the Board of
Directors.  The committee  operates  subject to a charter which may be viewed on
the Corporation's website at www.centralsecurities.com. The Nominating Committee
will consider  director  nominee  recommendations  by stockholders  provided the
names of such nominees,  accompanied by relevant biographical  information,  are
submitted   in  writing  to  the   Secretary  of  the   Corporation.   Any  such
recommendation must be accompanied by a written statement from the individual of
his or her consent to be named as a candidate and, if nominated and elected,  to
serve as a director.

      In  making  its  recommendations,   the  Nominating  Committee  identifies
candidates  who meet the current needs of the Board.  The  Nominating  Committee
does not have any specific minimum qualifications that must be met by a nominee.
The  Nominating  Committee  considers,   among  other  things,  an  individual's
judgment,  background and experience  including  business  experience,  industry
experience, and financial


                                       5


background. The Nominating Committee also considers whether the individual meets
the  independence  requirements  of the American  Stock Exchange and whether the
individual  would be considered  an  "interested  person"  under the  Investment
Company Act of 1940.  With respect to nomination of  continuing  directors,  the
individual's  past service to the Board is also  considered.  In  addition,  the
Nominating  Committee is guided by the following criteria:  each Director should
have integrity and the ability to work constructively with others; each Director
should  have  sufficient  time  available  to  devote  to  the  affairs  of  the
Corporation in order to carry out the  responsibilities of a Director;  and each
director  should be free of any conflict  which would  interfere with the proper
performance of the  responsibilities of a Director.  There are no differences in
the manner in which the Nominating Committee evaluates nominees for directors if
the nominee is recommended by a stockholder.

      The Audit  Committee  assists the Board of  Directors  by  overseeing  the
accounting and financial  reporting process of the Corporation and the audits of
its  financial  statements.  It  operates  subject  to a charter  which has been
reviewed  by the  Audit  Committee  and  approved  and  adopted  by the Board of
Directors. The Audit Committee met four times during 2005.

      Stockholders may send written communications to any member of the Board of
Directors c/o Corporate  Secretary,  Central Securities  Corporation,  630 Fifth
Avenue,  New York, New York, 10111. All  communications  will be compiled by the
Corporate Secretary and submitted to the director.

      Each of the  Corporation's  directors is  encouraged  to attend the annual
meeting of stockholders in person.  All of the Corporation's  directors attended
the  Corporation's  2005 Annual Meeting  except Mr.  Browning who was not then a
director.

                          REPORT OF THE AUDIT COMMITTEE

      The Audit Committee has reviewed the audited  financial  statements of the
Corporation  for the year ended December 31, 2005,  and has met with  management
and KPMG LLP, the Corporation's  independent  registered public accounting firm,
to discuss the audited financial statements.

      The Audit Committee received from KPMG LLP written  disclosures  regarding
their  independence  and the letter  required by  Independence  Standards  Board
Standard  No.  1,  and has  discussed  with  KPMG  LLP  their  independence.  In
connection with its review, the Audit Committee has also discussed with KPMG LLP
the matters required to be discussed by Statement of Auditing Standards No. 61.

      Based on its review and  discussions  with  management  and KPMG LLP,  the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the  Corporation's  Annual Report to Stockholders  for
the year ended December 31, 2005.

Members of the Audit Committee are:
Simms C. Browning
Donald G. Calder
Jay R. Inglis
Dudley D. Johnson
C. Carter Walker, Jr.


                                       6


                      EXECUTIVE OFFICERS OF THE CORPORATION

      The  executive  officers  of the  Corporation  are  Mr.  Wilmot  H.  Kidd,
President,  Mr.  Charles N.  Edgerton,  Vice  President and  Treasurer,  and Ms.
Marlene A. Krumholz,  Secretary.  Information concerning Mr. Kidd is given above
under "Election of Directors." Mr.  Edgerton,  61, was elected Vice President in
1989 and has been Treasurer since 1985. Ms. Krumholz, 42, joined the Corporation
in November 2000 and was elected Secretary effective January 1, 2001.  Executive
officers serve as such until the election of their successors.

                                  COMPENSATION

      The table  below  sets forth for all  directors  and for each of the three
highest-paid  executive  officers the aggregate  compensation  received from the
Corporation for 2005 for services in all capacities:

                                                             Pension or
                                                             Retirement
                                                          Benefits Accrued
Name of Person,                          Aggregate           as Part of
   Position                            Compensation          Expenses(1)
---------------                        ------------       ----------------
Simms C. Browning
  Director ..........................     $ 12,750
Donald G. Calder
  Director ..........................       25,250
Jay R. Inglis
  Director, Chairman ................       30,250
Dudley D. Johnson
  Director ..........................       23,750
C. Carter Walker, Jr.
  Director ..........................       25,750
Wilmot H. Kidd
  President and Director(2)..........      900,000             $31,500
Charles N. Edgerton
  Vice President and Treasurer.......      290,000(3)           31,500
Marlene A. Krumholz
  Secretary..........................      235,000(3)           31,500

----------
      (1) Represents contributions to the Corporation's Profit Sharing Plan.

      (2) All remuneration received by Mr. Kidd was in his capacity as President
of the Corporation.

      (3) Includes  compensation  of $50,000 and $50,000 accrued in 2005 for Mr.
Edgerton and Ms. Krumholz, respectively, deferred until January 2006.

      Each director who is not an officer is paid an annual retainer of $12,000,
a fee of $1,000 for each Board of Directors meeting attended in person, and $750
for participating in a Board of Directors  meeting by telephone.  Each member of
the  Audit  Committee  and the  Nominating  Committee  is paid  $1,000  for each
Committee  meeting  attended.  The  Chairman of the Board is paid an  additional
annual  retainer of $5,000.  Directors are  reimbursed  for their  out-of-pocket
expenses incurred in attending meetings.

Profit Sharing Plan

      For the year ended  2005,  the  Corporation  contributed  15% of  employee
compensation  to the Profit  Sharing  Plan,  subject to  Internal  Revenue  Code
limitations. Generally, all salaried employees of the


                                       7


Corporation  are  eligible to  participate  in the Plan.  The Plan  provides for
contributions  by the Corporation from its profits of up to 25% of an employee's
compensation.  The vested  contributions  credited to an employee's  account are
payable at normal, early, or disability  retirement,  death or other termination
of  employment  and may be paid in  various  forms,  including  a lump  sum cash
payment or a monthly annuity. The officers referred to above are fully vested in
all contributions to the Plan.

      Employees  may withdraw the amounts of any  voluntary  contributions  made
prior to 1991 and may,  under  certain  conditions,  withdraw or borrow  against
vested Corporation contributions.  Under the Plan, each employee is permitted to
invest the assets in his account in the capital  stock of one or more  regulated
investment  companies  from a selection  provided  from time to time by the Plan
Administrator.  Such regulated investment companies include,  among others, U.S.
Treasury funds; short-term, government and international bond funds; and general
and specialized stock funds.

                                   AUDIT FEES

      During the last two fiscal years, the Corporation engaged KPMG LLP for its
services as follows:

                                               2005              2004
                                              -------           -------
      Audit fees .....................        $35,500(1)        $34,000(1)
      Audit-related fees .............              0                 0
      Tax fees .......................         14,750(2)         14,250(2)
      All other fees .................              0                 0
                                              -------           -------
      Total ..........................        $50,250           $48,250
                                              =======           =======
      ----------
      (1)   Includes fees for review of the  semi-annual  report to stockholders
            and audit of the annual report to stockholders.

      (2)   Includes fees for services  performed with respect to tax compliance
            and tax planning.

      Pursuant  to  its  charter,   the  Audit   Committee  is  responsible  for
recommending   the  selection,   approving   compensation   and  overseeing  the
independence, qualifications and performance of the independent accountants. The
Audit Committee's  policy is to pre-approve all audit and permissible  non-audit
services  provided by the  independent  accountants.  In assessing  requests for
services by the independent  accountants,  the Audit Committee considers whether
such  services  are  consistent  with the  auditor's  independence;  whether the
independent  accountants  are likely to provide the most effective and efficient
service  based upon their  familiarity  with the  Corporation;  and  whether the
service  could  enhance the  Corporation's  ability to manage or control risk or
improve audit quality. The Audit Committee may delegate  pre-approval  authority
to one or  more  of its  members.  Any  pre-approvals  by a  member  under  this
delegation  are to be  reported  to the Audit  Committee  at its next  scheduled
meeting.

      All of the audit and tax services provided by KPMG LLP in fiscal year 2005
(described  in the  footnotes to the table above) and related fees were approved
in advance by the Audit Committee.

                     PROPOSAL 2. RATIFICATION OF INDEPENDENT
                        REGISTERED PUBLIC ACCOUNTING FIRM

      Stockholders   are  invited  to  ratify  the  selection  of  KPMG  LLP  as
independent  registered  public  accounting firm of the Corporation for the year
2006.  KPMG LLP has no direct or  material  indirect  financial  interest in the
Corporation other than its employment in such capacity.


                                       8


      At a meeting held January 25, 2006, a majority of the  directors  who were
not "interested  persons" (as defined under the Investment  Company Act of 1940)
selected KPMG LLP to act as independent  registered  public  accountants for the
Corporation  during  2006.  A  representative  of KPMG LLP is not expected to be
present at the Corporation's Annual Meeting of Stockholders.

      The Board of Directors recommends a vote FOR this proposal.

                                  OTHER MATTERS

      The Board of Directors  knows of no other  matters  which may properly be,
and are likely to be, brought before the Meeting. However, if any proper matters
are brought before the Meeting,  the persons named in the enclosed form of proxy
will have  discretionary  authority  to vote  thereon  according  to their  best
judgment.

                           2007 STOCKHOLDER PROPOSALS

      Any  stockholder  proposals  for  inclusion  in  the  Corporation's  proxy
statement for the 2007 Annual Meeting of Stockholders  pursuant to Rule 14a-8 of
the Securities and Exchange Act of 1934 ("14a-8  proposals") must be received by
the Corporation at its office at 630 Fifth Avenue New York, New York 10111 prior
to October 9, 2006.

      Pursuant to Rule 14a-4 of the  Securities  and Exchange  Act of 1934,  the
Corporation  will  have  discretionary  voting  authority  with  respect  to any
non-Rule 14a-8  proposals for the 2007 Annual Meeting of  Stockholders  that are
not received by the Corporation prior to December 21, 2006.

                                  MISCELLANEOUS

      The  Corporation  will  pay  all  costs  of  soliciting   proxies  in  the
accompanying  form.  Solicitation will be made by mail, and officers and regular
employees of the  Corporation  may also solicit proxies by telephone or personal
interview.  The Corporation  will request  brokers,  banks and nominees who hold
stock in their names to furnish  this proxy  material to the  beneficial  owners
thereof and to solicit proxies from them, and will reimburse such brokers, banks
and  nominees  for their  out-of-pocket  and  reasonable  clerical  expenses  in
connection therewith.

      A copy of the Annual Report  including  financial  statements for the year
ended December 31, 2005 is enclosed.

      Please  date,  sign  and  return  the  enclosed  proxy  at  your  earliest
convenience. No postage is required for mailing in the United States.


                                       9


PROXY

                         CENTRAL SECURITIES CORPORATION

             Proxy Solicited on Behalf of the Board of Directors of
                  the Company for Annual Meeting March 8, 2006

The undersigned hereby appoints WILMOT H. KIDD and MARLENE A. KRUMHOLZ, and each
of them, as attorneys with power of  substitution,  to represent the undersigned
at the annual meeting of  stockholders of Central  Securities  Corporation to be
held at The University Club, One West 54th Street, 9th Floor, New York, New York
on March 8, 2006 at 11:00 o'clock A.M., and at any adjournment  thereof,  on all
matters which may properly come before the meeting.

--------------------------------------------------------------------------------
 PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN
                             THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?              DO YOU HAVE ANY COMMENTS?

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



|X| Please mark                                                         | 1224
    votes as in                                                         |_____
    this example.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned  stockholder.  If no direction is made, this proxy will be voted
FOR election of directors and FOR Proposal 2.

1. Election of Directors.

Nominees: (01) Simms C. Browning, (02) Donald G. Calder,
          (03) Jay R. Inglis, (04) Dudley D. Johnson, (05) Wilmot H. Kidd
          and (06) C. Carter Walker, Jr.

                                FOR   WITHHELD
                                |_|     |_|

|_| ____________________________________________________________________________
    For all nominees except as noted above

2.    Approval of KPMG LLP as independent  registered public accounting firm for
      2006.

                              FOR   AGAINST  ABSTAIN
                              |_|     |_|      |_|

3.    In their  discretion,  upon such other matters as may properly come before
      the meeting or any adjournments thereof.

      Mark box at right if you plan to attend the Annual Meeting.            |_|

      Mark box at right if an address  change or  comment  has been noted
      on the reverse side of this card.                                      |_|

This proxy must be signed  exactly as name appears  hereon.  Joint owners should
each sign. Executors, administrators,  trustees, etc., should give full title as
such. If the signer is a  corporation,  please sign full  corporate name by duly
authorized officer.

Signature: _______________________________     Date: __________

Signature: _______________________________     Date: __________