Square D Company and Subsidiaries - Page 19

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                                       1992 Compensation                             
               Executive/Title         Per Ms. Meyer                                  
                    Nagy, SVP & CFO,              $450,000                            
                    General Signal Corp.                                              
                    Babcock, VP-Finance,           437,000                            
                    Thomas & Betts Corp.                                              
                    Galvin, SVP Finance &      1473,300                               
                    Controller, Emerson                                               
                    Elec. Co.                                                         
                    Rowell, EVP-CFO,               783,500                            
                    Hubbell, Inc.                                                     
                    Roell, VP-CFO,                 2537,200                           
                    Johnson Controls, Inc.                                            
                    Cross, SVP-Finance,            603,500                            
                    Cooper Indus., Inc.                                               
                    Bielinski, VP & CFO,           3594,800                           
                    W.W. Grainger, Inc.                                               
                    Savidge, EVP-CFO,   400,700                                       
                    AMP, Inc.                                                         
                    Davis, CFO, Secy,              215,900                            
                    Baldor Elec. Co.                                                  
                    Allender, SVP & CFO,           519,000                            
                    Danaher Corp.                                                     
               1 Added to the total compensation computed by Ms. Meyer is 20 percent  
               (or approximately $155,800) of a long-term incentive compensation plan 
               payout in 1993 of $778,790, which the Emerson Elec. Co. proxy materials
               in the record disclose was paid with respect to a 5-year performance   
               period that included 1992.                                             
               2 Ms. Meyer’s figure includes a long-term incentive compensation plan  
               payout of $18,700 which, according to the Johnson Controls, Inc., proxy
               materials in the record, is the 1992 portion of a long-term incentive  
               performance award covering the period 1992-94.                         
               3 Excludes $47,800 of the total compensation computed by Ms. Meyer,    
               representing 67 percent of a $71,300 long-term incentive compensation  
               plan payout in 1992 that Ms. Meyer included in full, since the 1992    
               payout, according to the W.W. Grainger, Inc., proxy materials in the   
               record, covered the company’s 3 fiscal years 1990-92.                  

          The 90th percentile of this range of compensation is $621,500.              
          Accordingly, reasonable compensation for Mr. Brink in 1992 would            
          have been an amount not exceeding $621,500.  Mr. Brink’s 1992               





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