Corporate Governance

Shearman & Sterling LLP 82.64% 80.73% 68.38% 82.53% Removal of Supermajority Voting Requirement Certain Shareholders Can Call Special Meetings Annual Election of Directors Director Elections by Majority Vote Corporate Governance-Related Shareholder & Management Proposals | 45 71.83% 56.60% 40.14% 69.70% 29.32% 27.71% 26.97% 11.70% 28.96% Details of Corporate Governance-Related Management Proposals Twenty-four of the Top 100 Companies included these governance-related management proposals in their proxy statements. Average Level of Support for Shareholder Proposals Shareholder proposals for Removal of Supermajority Voting Requirement, Director Elections by Majority Vote and Shareholder Action by Written Consent all had an average level of support of over 50%. The results are based on information publicly available as of July 15, 2010. The results for shareholder proposals have been calculated as a percentage of votes cast. Average Level of Support for Management Proposals As one might expect, the average level of support for management proposals related to corporate governance was relatively high, with the lowest average (for Director Elections by Majority Vote) being 68.38%. The results are based on information publicly available as of July 15, 2010. The results for management proposals have been calculated as a percentage of shares outstanding based on the publicly available information closest to the record date. 14 4 2 8 Number of Companies % of For Votes Out of Votes Cast % of For Votes Out of Shares Outstanding Removal of Supermajority Voting Requirement Director Elections by Majority Vote Shareholder Action by Written Consent Certain Shareholders Can Call Special Meetings One Vote per Share Succession Policy Independent Board Chair Cumulative Voting Reincorporate in North Dakota Certain Shareholders Can Call Special Meetings Removal of Supermajority Voting Requirement Annual Election of Directors Director Elections by Majority Vote

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