Corporate Governance

5 2 S h e a r m a n & S t e r l i n g l l p S U R V E Y M E T H O D O L O G Y * Consequently, the practices of non-public companies, State Farm Mutual Automobile Insurance Company, Teachers Insurance and Annuity Association-College Retirement Equities Fund, New York Life Insurance Company, Massachusetts Mutual Life Insurance Company and Nationwide Mutual Insurance Company were not examined. The practices of American International Group, Inc., Delphi Corporation, News Corporation, Plains All American Pipeline, L.P. and Sears Holdings Corporation were also not examined. Delphi Corporation is in the process of restating its >nancial statements and restructuring its credit facilities and did not >le its proxy statement as of June 15, 2005. News Corporation completed its reincorporation from Australia to the United States on November 12, 2004 and did not >le a proxy statement as of June 15, 2005. Plains All American Pipeline, L.P. is a limited partnership with no board of directors and no requirement to hold annual meetings. Neither American International Group, Inc. nor Sears Holdings Corporation >led their annual proxy statements as of June 15, 2005. ** Only the Current Reports on Form 8-K >led by the Top 100 companies during the period from August 23, 2004 through April 30, 2005 were reviewed for purposes of this survey. For the purposes of this survey, the corporate governance practices of the 100 largest US companies (as ranked in FORTUNE magazine's FORTUNE 500 ® list, by revenue, for the most recently ended fiscal year) that have equity securities listed on the NYSE or Nasdaq were reviewed. * Specifically, the Current Reports on Form 8-K, ** the most recently available Annual Reports on Form 10-K, annual proxy statements and corporate website information available as of June 15, 2005 for the following companies listed in descending order according to revenue were reviewed: Wal-Mart Stores, Inc. Exxon Mobil Corporation General Motors Corporation Ford Motor Company General Electric Company ChevronTexaco Corporation ConocoPhillips Citigroup Inc. International Business Machines Corporation Hewlett-Packard Company Berkshire Hathaway Inc. The Home Depot, Inc. Verizon Communications Inc. McKesson Corporation Cardinal Health, Inc. Altria Group, Inc. Bank of America Corporation J.P. Morgan Chase & Co. The Kroger Company Valero Energy Corporation AmerisourceBergen Corporation P>zer Inc. The Boeing Company The Procter & Gamble Co. Target Corporation Dell, Inc. Costco Wholesale Corporation Johnson & Johnson Marathon Oil Corporation Time Warner Inc. SBC Communications Inc. The Dow Chemical Company Albertson's, Inc. Morgan Stanley MetLife, Inc. Walgreen Co. United Technologies Corporation UnitedHealth Group Incorporated Microsoft Corporation United Parcel Service, Inc. Lowe's Companies, Inc. Archer-Daniels-Midland Company Safeway Inc. Lockheed Martin Corporation MedCo Health Solutions, Inc. Motorola, Inc. Intel Corporation The Allstate Corporation Wells Fargo & Company Merrill Lynch & Co., Inc. The Walt Disney Company CVS Corporation AT&T Corp. Caterpillar Inc. Northrop Grumman Corporation The Goldman Sachs Group, Inc. Sysco Corporation PepsiCo, Inc. American Express Company Prudential Financial, Inc. Wachovia Corporation E.I. du Pont de Nemours and Company Sprint Corporation Viacom Inc. International Paper Company Johnson Controls, Inc. Tyson Foods, Inc. Caremark Rx, Inc. J.C. Penney Corporation, Inc. Honeywell International Inc. Ingram Micro Inc. Best Buy Co., Inc. FEDEX Corporation Alcoa Inc. HCA Inc. Sunoco, Inc. Merck & Co., Inc. The St. Paul Travelers Companies, Inc. Duke Energy Corporation BellSouth Corporation The Hartford Financial Services Group, Inc. Weyerhaeuser Company MCI, Inc. Cisco Systems, Inc. The Coca-Cola Company Bristol-Myers Squibb Company Lehman Brothers Holdings Inc. Electronic Data Systems Corporation WellPoint, Inc. Abbott Laboratories Halliburton Company Comcast Holding Corporation Raytheon Company Supervalu Inc. 3M Company Deere & Company Cendant Corporation Aetna Inc. Georgia-Paci>c Corporation Tech Data Corporation

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