Corporate Governance

22 Scope of Legal and Regulatory Compliance 13 7 33 5 0 5 10 15 20 25 30 35 Number of Companies The following chart details the scope of review in determining legal and regulatory compliance required by the audit committees of the 58 Fortune 100 companies that have adopted NYSE compliant audit committee charters. Only where a material impact on financial statements Only where a material impact on company No threshold for review No disclosure regarding determination of compliance

• May 15, 2003
• Survey Methodology
• Corporate Governance Guidelines
• Nominating/Governance Committee Charters
• Director Independence Requirements
• Definitions of Director Independence
• CEO & Chairman of the Board
• Lead Independent or Presiding Directors
• Executive Sessions of Non-Management Directors
• Who Chairs Executive Sessions?
• Mandatory Retirement Age
• Term Limits
• Slide Number 13
• Service on Other Public Company Boards (Facts)
• Board Evaluations
• Slide Number 16
• Means of Communicating with Non-Management Directors
• Actual Board Meetings in 2002*
• Minimum Number of Board Meetings
• Corporate Governance Shareholder Proposals
• Audit Committee Charters
• Scope of Legal and Regulatory Compliance
• Provision of Non-Audit Services by Independent Auditors
• Shareholder Proposals Related to Independent Auditors
• Number of Audit Committee Meetings
• Executive Sessions
• Meeting Frequency
• Exculpatory Language
• Stock Option Expensing
• Common Compensation-Related Shareholder Proposals
• Common Compensation-Related Shareholder Proposals (1)
• Compensation Committee Charter
• Actual Compensation Committee Meetings in 2002
• Minimum Number of Compensation Committee Meetings
• Stock Ownership Guidelines
• Terms of Director Stock Ownership Guidelines
• Terms of Executive Stock Ownership Guidelines
• Board Compensation Determination
• Director Compensation Components
• Director Compensation (Cash Annual Retainer)
• Director Compensation (Annual Cash Retainer Amounts)
• Director Compensation (Annual Retainer Facts)
• Director Compensation (Permissive Deferrals)
• Director Compensation (Stock Option Grants)
• Director Compensation (Stock Option Grant Facts)
• Director Compensation (Restricted Stock or Unit Grants)
• Director Compensation (Restricted Stock or Unit Facts)
• Director Compensation (Stock or Unit Grants)
• Director Compensation (Stock or Unit Facts)
• Director Compensation (Deferred Stock Units)
• Director Compensation (Committee Fees)
• Director Compensation (Committee Fee Facts)
• Director Compensation (Meeting Attendance Fees)
• Director Compensation (Meeting Attendance Fees Facts)
• Director Compensation (Board Meeting Attendance Fees)
• Director Compensation (Committee Meeting Attendance Fees)
• Director Compensation (Other Compensation)