Shareholder proposals requesting adoption of
pay-for-superior performance compensation program
for senior executives

• Companies have argued to exclude proposal as "substantially implemented" by invoking Rule 14a-8(i)(10)
  or under other provisions of Rule 14a-8
• See no action letters below for cases in which SEC has granted and denied company requests for exclusion

Proposal text follows this format:

• Resolved: That the shareholders of _______ ("Company") request that the Board of Director's Executive Compensation Committee adopt a pay-for-superior-performance principle by establishing an executive compensation plan for senior executives ("Plan") that does the following:

• Sets compensation targets for the Plan's annual and long-term incentive pay components at or below the peer group median
• Delivers a majority of the Plan's target long-term compensation through performance-vested, not simply time-vested, equity awards
• Provides the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the Plan
• Establishes performance targets for each Plan financial metric relative to the performance of the Company's peer companies; and
• Limits payment under the annual and performance-vested long-term incentive components of the Plan to when the Company's performance on its selected financial performance metrics exceeds peer group median performance

RiskMetrics reported that more than three-dozen proposals ... received average support of nearly 30 percent in 2007

Update on companies in RiskMetrics report that received proposals from United Brotherhood of Carpenters Pension Fund (Carpenters):

• Bear Stearns

• RiskMetrics reported that Bear Stearns sought to exclude proposal as substantially implemented

• Subsequently withdrawn by proponent
• See no-action letter below

• Best Buy

• Proposal not included in preliminary proxy statement

• Honeywell International

• Carpenters proposal included in 2008 proxy statement
• Duplicative proposal excluded per no-action letter below

• WellPoint

• Proposal not included in proxy statement

• Northern Trust

• Proposal not included in proxy statement

2008 Proposals

• Lowe's  4.11.08

• Proxy Statement  Proposal Five
• Central Laborers Pension Fund

• Honeywell International  3.13.08

• Proxy statement  Proposal No. 4
• United Brotherhood of Carpenters Pension Fund

• United Technologies  2.22.08

• Proxy statement  Proposal 6
• Rocco Calo, Teamsters Union Local No. 1150, Sikorsky Aircraft Helicopter International
• Sikorsky is unit of United Technologies

2008 Excludable per Rule 14a-8(i)(11)

• Honeywell  2.15.08

• William Steiner
• Substantially duplicative of previously submitted
  proposal in company's 2008 proxy statement (see above)

2008: Withdrawn

• Bear Stearns  2.05.08

• United Brotherhood of Carpenters Pension Fund

• Ecolab Inc.  2.08.08

• Sheet Metal Workers' National Pension Fund

Shareholder Access