Corporate Governance

SURVEY METHODOLOGY For the purposes of this survey, the corporate governance practices of the 100 largest US public 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 and filed annual proxy statements between November 15, 2006 and June 15, 2007 were reviewed. The companies reviewed are listed on this page in descending order according to revenue. Companies that filed proxy statements prior to November 15, 2006 were excluded in order to focus the director and executive compensation survey on companies that were required, or had the opportunity, to comply with the revised executive compensation and benefits disclosure rules (see 2007 Trends in the Corporate Governance Practices of the Largest US Public Companies – Director and Executive Compensation). The practices of non-public companies, including 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 Super Markets, Inc., 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, 2007 and did not fi le its regular annual proxy statement. Delphi Corporation is in bankruptcy and did not fi le its proxy statement as of June 15, 2007. Plains All American Pipeline, L.P. is a limited partnership with no board of directors and no requirement to hold annual meetings. This survey and our companion survey regarding director and executive compensation are available on the Shearman & Sterling LLP website at www.shearman.com/corporategovernance WAL-MART STORES, INC. EXXON MOBIL CORPORATION GENERAL MOTORS CORPORATION CHEVRON CORPORATION CONOCOPHILLIPS GENERAL ELECTRIC COMPANY FORD MOTOR COMPANY CITIGROUP INC. BANK OF AMERICA CORPORATION AMERICAN INTERNATIONAL GROUP, INC. JPMORGAN CHASE & CO. BERKSHIRE HATHAWAY INC. VERIZON COMMUNICATIONS INC. HEWLETT-PACKARD COMPANY INTERNATIONAL BUSINESS MACHINES CORPORATION VALERO ENERGY CORPORATION THE HOME DEPOT, INC. MCKESSON CORPORATION MORGAN STANLEY UNITEDHEALTH GROUP INCORPORATED MERRILL LYNCH & CO., INC. ALTRIA GROUP, INC. THE GOLDMAN SACHS GROUP, INC. THE KROGER CO. AT&T CORP. THE BOEING COMPANY AMERISOURCEBERGEN CORPORATION MARATHON OIL CORPORATION COSTCO WHOLESALE CORPORATION TARGET CORPORATION WELLPOINT, INC. JOHNSON & JOHNSON METLIFE, INC. SEARS HOLDINGS CORPORATION PFIZER INC. THE DOW CHEMICAL COMPANY WELLS FARGO & COMPANY UNITED TECHNOLOGIES CORPORATION UNITED PARCEL SERVICE, INC. WALGREEN CO. LOWE'S COMPANIES, INC. WACHOVIA CORPORATION LEHMAN BROTHERS HOLDINGS INC. TIME WARNER INC. CVS CAREMARK CORPORATION SPRINT NEXTEL CORPORATION MEDCO HEALTH SOLUTIONS, INC. CATERPILLAR INC. SAFEWAY INC. LOCKHEED MARTIN CORPORATION SUNOCO, INC. THE ALLSTATE CORPORATION INTEL CORPORATION PEPSICO, INC. THE WALT DISNEY COMPANY PRUDENTIAL FINANCIAL, INC. JOHNSON CONTROLS, INC. HONEYWELL INTERNATIONAL INC. INGRAM MICRO INC. ALCOA INC. BEST BUY CO., INC. NORTHROP GRUMMAN CORPORATION E.I. DU PONT DE NEMOURS AND COMPANY HESS CORPORATION MACY'S, INC. AMERICAN EXPRESS COMPANY WASHINGTON MUTUAL, INC. THE HARTFORD FINANCIAL SERVICES GROUP, INC. COMCAST CORPORATION AETNA INC. TYSON FOODS, INC. THE TRAVELERS COMPANIES, INC. COUNTRYWIDE FINANCIAL CORPORATION GENERAL DYNAMICS CORPORATION INTERNATIONAL PAPER COMPANY THE COCA-COLA COMPANY RAYTHEON COMPANY 3M COMPANY DEERE & COMPANY MERCK & CO., INC. HALLIBURTON COMPANY AMR CORPORATION ABBOTT LABORATORIES WEYERHAEUSER COMPANY LYONDELL CHEMICAL COMPANY MCDONALD'S CORPORATION TECH DATA CORPORATION HUMANA INC. ELECTRONIC DATA SYSTEMS CORPORATION WYETH THE GOODYEAR TIRE & RUBBER COMPANY EMERSON ELECTRIC CO. J.C. PENNEY COMPANY, INC. SUPERVALU INC. COCA-COLA ENTERPRISES INC. CONSTELLATION ENERGY GROUP, INC. UAL CORPORATION APPLE INC. AUTONATION, INC. U.S. BANCORP COPYRIGHT © 2007 SHEARMAN & STERLING LLP, A LIMITED LIABILITY PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE.

• Cover