Corporate Governance

57 Director Compensation (Other Compensation) 17 18 40 10 6 24 0 5 10 15 20 25 30 35 40 * 20 of the Fortune 100 companies maintain retirement programs that have been terminated prospectively but continue to remain effective with respect to certain current or retired directors. Reimbursement for travel/business expenses Participation in $1 million charitable contribution programs Participation in matching contribution programs Active retirement benefits* Life/travel/accident insurance Perquisites Number of Companies

• 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)