Corporate Governance

Shearman & Sterling LLP 56 | Survey Methodology Survey Methodology The Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association are governed by a congressional charter and therefore have not been included in this Survey. The practices of International Assets Holding Corporation were not examined because the requisite documents to adequately compare it to the Top 100 Companies were not available. The practices of nonpublic companies, including General Motors Company, State Farm Mutual Automobile Insurance Company, New York Life Insurance Company, Liberty Mutual Group Inc., HCA Inc., Teachers Insurance and Annuity Association–College Retirement Equities Fund, CHS Inc., Massachusetts Mutual Life Insurance Company and Publix Super Markets, Inc., were not examined. The practices of Enterprise GP Holdings L.P. were also not examined because it 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 web site at www.shearman.com/corporategovernance. Copyright © 2010 Shearman & Sterling LLP. Shearman & Sterling LLP is a limited liability partnership organized under the laws of the State of Delaware, with an affiliated limited liability partnership organized for the practice of law in the United Kingdom and Italy and an affiliated partnership organized for the practice of law in Hong Kong. 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 Wal-Mart Stores, Inc. Exxon Mobil Corporation Chevron Corporation General Electric Company Bank of America Corporation ConocoPhillips AT&T Inc. Ford Motor Company JPMorgan Chase & Co. Hewlett-Packard Company Berkshire Hathaway Inc. Citigroup Inc. Verizon Communications Inc. McKesson Corporation American International Group, Inc. Cardinal Health, Inc. CVS Caremark Corporation Wells Fargo & Company International Business Machines Corporation UnitedHealth Group Incorporated The Procter & Gamble Company The Kroger Co. AmerisourceBergen Corporation Costco Wholesale Corporation Valero Energy Corporation Archer-Daniels-Midland Company The Boeing Company The Home Depot, Inc. Target Corporation WellPoint, Inc. Walgreen Co. Johnson & Johnson Medco Health Solutions, Inc. Microsoft Corporation NYSE or NASDAQ were reviewed (the "Top 100 Companies" ). Generally, the annual proxy statements and corporate governance guidelines on the companies' web sites available as of June 1, 2010 were reviewed for the companies listed on this page. United Technologies Corporation Dell Inc. The Goldman Sachs Group, Inc. Pfizer Inc. Marathon Oil Corporation Lowe's Companies, Inc. United Parcel Service, Inc. Lockheed Martin Corporation Best Buy Co., Inc. The Dow Chemical Company SUPERVALU INC. Sears Holdings Corporation PepsiCo, Inc. MetLife, Inc. Safeway Inc. Kraft Foods Inc. Sysco Corporation Apple Inc. The Walt Disney Company Cisco Systems, Inc. Comcast Corporation FedEx Corporation Northrop Grumman Corporation Intel Corporation Aetna Inc. Prudential Financial, Inc. Caterpillar Inc. Sprint Nextel Corporation The Allstate Corporation General Dynamics Corporation Morgan Stanley The Coca-Cola Company Humana Inc. Honeywell International Inc. Abbott Laboratories News Corporation Sunoco, Inc. Hess Corporation Ingram Micro Inc. Time Warner Inc. Johnson Controls, Inc. Delta Air Lines, Inc. Merck & Co., Inc. E.I. du Pont de Nemours and Company Tyson Foods, Inc. American Express Company Rite Aid Corporation Philip Morris International Inc. Raytheon Company Express Scripts, Inc. The Hartford Financial Services Group, Inc. The Travelers Companies, Inc. Amazon.com, Inc. Staples, Inc. Google Inc. Macy's, Inc. International Paper Company Oracle Corporation 3M Company Deere & Company McDonald's Corporation Tech Data Corporation Motorola, Inc. Fluor Corporation Eli Lilly and Company Coca-Cola Enterprises Inc. Eighty-five of the Top 100 Companies are listed on the NYSE and 15 are listed on NASDAQ (compared to 88 and 12, respectively, in 2009).

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