Corporate Governance

2008 Director & Executive Compensation Survey

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SURVEY METHODOLOGY COPYRIGHT © 2008 SHEARMAN & STERLING LLP, A LIMITED LIABILITY PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. 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 were reviewed. The most recently available annual proxy statements and corporate governance information on the companies' websites available as of June 1, 2008 were reviewed for the companies listed on this page. WAL-MART STORES, INC. EXXON MOBIL CORPORATION CHEVRON CORPORATION GENERAL MOTORS CORPORATION CONOCOPHILLIPS GENERAL ELECTRIC COMPANY FORD MOTOR COMPANY CITIGROUP INC. BANK OF AMERICA CORPORATION AT&T INC. BERKSHIRE HATHAWAY INC. JPMORGAN CHASE & CO. AMERICAN INTERNATIONAL GROUP, INC. HEWLETT-PACKARD COMPANY INTERNATIONAL BUSINESS MACHINES CORPORATION VALERO ENERGY CORPORATION VERIZON COMMUNICATIONS INC. MCKESSON CORPORATION CARDINAL HEALTH, INC. THE GOLDMAN SACHS GROUP, INC. MORGAN STANLEY THE HOME DEPOT, INC. THE PROCTER & GAMBLE COMPANY CVS CAREMARK CORPORATION UNITEDHEALTH GROUP INCORPORATED THE KROGER CO. THE BOEING COMPANY AMERISOURCEBERGEN CORPORATION COSTCO WHOLESALE CORPORATION MERRILL LYNCH & CO., INC. TARGET CORPORATION WELLPOINT, INC. DELL INC. JOHNSON & JOHNSON MARATHON OIL CORPORATION LEHMAN BROTHERS HOLDINGS INC. WACHOVIA CORPORATION UNITED TECHNOLOGIES CORPORATION WALGREEN CO. WELLS FARGO & COMPANY THE DOW CHEMICAL COMPANY METLIFE, INC. MICROSOFT CORPORATION SEARS HOLDINGS CORPORATION UNITED PARCEL SERVICE, INC. PFIZER INC. LOWE'S COMPANIES, INC. TIME WARNER INC. CATERPILLAR INC. MEDCO HEALTH SOLUTIONS, INC. ARCHER-DANIELS-MIDLAND COMPANY SAFEWAY INC. SUNOCO, INC. LOCKHEED MARTIN CORPORATION SPRINT NEXTEL CORPORATION PEPSICO, INC. INTEL CORPORATION ALTRIA GROUP, INC. SUPERVALU INC. KRAFT FOODS INC. THE ALLSTATE CORPORATION MOTOROLA, INC. BEST BUY CO., INC. THE WALT DISNEY COMPANY FEDEX CORPORATION INGRAM MICRO INC. SYSCO CORPORATION CISCO SYSTEMS, INC. JOHNSON CONTROLS, INC. HONEYWELL INTERNATIONAL INC. PRUDENTIAL FINANCIAL, INC. AMERICAN EXPRESS COMPANY NORTHROP GRUMMAN CORPORATION HESS CORPORATION COMCAST CORPORATION ALCOA INC. E.I. DU PONT DE NEMOURS AND COMPANY THE COCA-COLA COMPANY NEWS CORPORATION AETNA INC. GENERAL DYNAMICS CORPORATION TYSON FOODS, INC. MACY'S, INC. THE TRAVELERS COMPANIES, INC. THE HARTFORD FINANCIAL SERVICES GROUP, INC. ABBOTT LABORATORIES WASHINGTON MUTUAL, INC. HUMANA INC. 3M COMPANY MERCK & CO., INC. DEERE & COMPANY APPLE INC. TECH DATA CORPORATION MCDONALD'S CORPORATION NATIONWIDE FINANCIAL SERVICES, INC. AMR CORPORATION EMERSON ELECTRIC CO. RAYTHEON COMPANY WYETH INTERNATIONAL PAPER COMPANY Federal Home Loan Mortgage Corp. and Federal National Mortgage Association are governed by congressional charters and therefore have not been included in this survey. 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, Liberty Mutual Insurance, Publix Super Markets, Inc., GMAC Commercial Holding Capital Corp., HCA Inc. and Northwestern Mutual Life Insurance Co. were not examined. The practices of Delphi Corporation, Countrywide Financial Corporation and Enterprise GP Holdings L.P. were also not examined. Delphi Corporation is in bankruptcy and did not fi le its proxy statement as of June 1, 2008. Countrywide Financial Corporation is in the middle of a merger and did not fi le its proxy statement as of June 1, 2008. Enterprise GP Holdings 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 general governance practices are available on the Shearman & Sterling LLP website at www.shearman.com/corporategovernance

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