Corporate Governance

2006 Corporate Governance Survey

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S U R V E Y M E T H O D O L O G Y 4 6 S h e a r m a n & S t e r l i n g l l p * Consequently, the practices of non-public companies State Farm Mutual Automobile Insurance Company, New York Life Insurance Company, Teachers Insurance and Annuity Association-College Retirement Equities Fund, Massachusetts Mutual Life Insurance Company, Nationwide Mutual Insurance Company, Liberty Mutual Insurance and Publix Supermarkets were not examined. The practices of Albertson's, Inc., Delphi Corporation and Plains All American Pipeline, L.P. were also not examined. Albertson's, Inc. was delisted in connection with its acquisition prior to June 15, 2006 and did not >le its regular annual proxy statement. Delphi Corporation is in bankruptcy and did not >le its proxy statement as of June 15, 2006. Plains All American Pipeline, L.P. is a limited partnership with no board of directors and no requirement to hold annual meetings. For the purposes of this survey, the corporate governance practices of the 100 largest U.S. 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 most recently available annual proxy statements and corporate website information available as of June 15, 2006 for the following companies listed in descending order according to revenue were reviewed: Exxon Mobil Corporation Wal-Mart Stores, Inc. General Motors Corporation Chevron Corporation Ford Motor Company ConocoPhillips General Electric Company Citigroup Inc. American International Group, Inc. International Business Machines Corporation Hewlett-Packard Company Bank of America Corporation Berkshire Hathaway Inc. The Home Depot, Inc. Valero Energy Corporation McKesson Corporation JPMorgan Chase & Co. Verizon Communications Inc. Cardinal Health, Inc. Altria Group, Inc. The Kroger Co. Marathon Oil Corporation The Procter & Gamble Company Dell Inc. The Boeing Company AmerisourceBergen Corporation Costco Wholesale Corporation Target Corporation Morgan Stanley P>zer Inc. Johnson & Johnson Sears Holding Corporation Merrill Lynch & Co., Inc. MetLife, Inc. The Dow Chemical Company UnitedHealth Group Incorporated WellPoint, Inc. AT&T Corp. Time Warner Inc. The Goldman Sachs Group, Inc. Lowe's Companies, Inc. United Technologies Corporation United Parcel Service, Inc. Walgreen Co. Wells Fargo & Company Microsoft Corporation Intel Corporation Safeway Inc. Medco Health Solutions, Inc. Lockheed Martin Corporation CVS Corporation Motorola, Inc. Caterpillar Inc. Archer-Daniels-Midland Company Wachovia Corporation The Allstate Corporation Sprint Nextel Corporation Caremark Rx, Inc. PepsiCo, Inc. Lehman Brothers Holdings Inc. The Walt Disney Company Prudential Financial, Inc. Sunoco, Inc. Northrop Grumman Corporation Sysco Corporation American Express Company FedEx Corporation Honeywell International Inc. Ingram Micro Inc. E.I. du Pont de Nemours and Company Johnson Controls, Inc. Best Buy Co., Inc. The Hartford Financial Services Group, Inc. Alcoa Inc. Tyson Foods, Inc. International Paper Company Cisco Systems, Inc. HCA Inc. The St. Paul Travelers Companies, Inc. News Corporation Federated Department Stores, Inc. Hess Corporation The Coca-Cola Company Weyerhaeuser Company Aetna Inc. Abbott Laboratories Comcast Holding Corporation Merck & Co., Inc. Deere & Company Raytheon Company Washington Mutual, Inc. General Dynamics Corporation 3M Company Halliburton Company AMR Corporation BellSouth Corporation Tech Data Corporation Electronic Data Systems Corporation McDonald's Corporation Bristol-Myers Squibb Company

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