Corporate Governance

2012 Compensation Governance Survey

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Shearman & Sterling LLP Board leadership | 63 $300,000 or Less $300,001– 400,000 $400,001– 500,000 $500,001– 600,000 $600,001– 700,000 $700,001 or more 2010 2011 2012 $14,999 or Less $15,000– 24,999 $25,000– 29,999 $30,000– 34,999 $35,000– 49,999 $50,000 or more 2010 2011 2012 non-exeCutive CHair retainers Twenty-nine of the Top 100 Companies have separated the role of chair and CEO. Fourteen of these companies pay an additional retainer to the non-executive chair, down from 15 in 2011. The non-executive chair retainers paid range from $90,000 to $1,015,438.* lead direCtor retainers Eighty of the Top 100 Companies have lead directors, up from 69 in 2011. Fifty-two of these companies pay an additional retainer to the lead director, up from 42 in 2011. The lead director retainers paid range from $10,000 to $408,424. 8 8 5 6 8 2 7 2 3 8 19 10 17 8 3 4 4 * the amounts set forth in the chart reflect the aggregate value of all cash retainers and equity awards paid to the non-executive chair. Meeting fees and other compensation are not included. 3 3 1 2 2 6 2 1 6 6 5 2 16 9 4 4 board leADerShIP 0 0 1 1 1

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