Square D Company and Subsidiaries - Page 14

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          Meyer’s computations of a comparable executive’s compensation in            
          instances where the experts differ.                                         
                    e.   Range of Reasonable Compensation                             
               Using their selection of comparable executives, each expert            
          developed a range of compensation he or she considered                      
          reasonable.  For each Retained Executive, Mr. Rosenbloom computed           
          a median of the compensation paid to the executives he deemed               
          comparable.  He then chose a range of compensation he considered            
          reasonable, based on his assessment of the duties and                       
          responsibilities of the Retained Executive compared with those of           
          the comparable executives.  He considered reasonable compensation           
          to fall within a narrow range of compensation; in several cases             
          that narrow range contained the median figure, and in several               
          cases the range was less than the median.  Thus, in several cases           
          Mr. Rosenbloom found that the maximum reasonable compensation for           
          a given Retained Executive was less than the median compensation            
          of the executives he had selected as comparable.  Mr.                       
          Rosenbloom’s limited view of what constitutes reasonable                    
          compensation makes it appear that a substantial number of the               
          executives he deemed comparable executives were paid compensation           
          in excess of a reasonable amount, calling into question the                 
          validity of the assumptions underlying his analysis.  At the very           
          least Mr. Rosenbloom does not sufficiently explain his conclusion           
          that reasonable compensation for the Retained Executives was an             






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