Corporate Governance

2008 Director & Executive Compensation Survey

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S H E A R M A N & S T E R L I N G L L P 46 47 D I R E C T O R C O M P E N S A T I O N – C O M M I T T E E F E E S Lead / Presiding Director Retainers Forty-three of the Top 100 Companies pay a retainer (or a higher retainer) to the lead or presiding director, compared with 31 of the Top 100 Companies surveyed in 2007 and 20 in 2006. The fees paid to lead directors range from $3,000 to $500,000. Seventy-eight of the Top 100 Companies have lead or presiding directors and 11 have independent non-executive chairmen of the board. As these directors are more heavily involved in the day-to-day operations of the company, many of the Top 100 Companies have elected to pay these directors enhanced fees. The number of companies doing so has more than doubled since 2006. 0 2 4 6 8 10 12 N U M B E R O F C O M P A N I E S LESS THAN $5,000 $5,000- 9,999 $10,000- 14,999 $15,000- 19,999 $20,000- 24,999 $25,000- 29,999 $30,000- 34,999 $35,000- 39,999 $40,000- 44,999 $45,000- $49,999 $50,000 OR MORE 1 3 5 1 4 10 3 0 1 0 3 3 3 3 4 10 7 0 1 1 0 11 2007 2008

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