Square D Company and Subsidiaries - Page 23

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                                       1992 Compensation                             
                    Executive/Title             Per Ms. Meyer                         
                    Moore, Pres., Elec.              $1,211,400                       
                    Div., Thomas &                                                    
                    Betts Corp.                                                       
                    Suter, Pres. & COO,            11,278,800                         
                    Emerson Elec. Co.                                                 
                    Bonsignore, EVP &   1,135,700                                     
                    COO, Honeywell, Inc.                                              
                    Moore, EVP & COO,   1,159,000                                     
                    Honeywell, Inc.                                                   
                    Riley, Pres. & COO,                768,900                        
                    Cooper Indus.,Inc.                                                
                    Clark, EVP, Inds.,  645,700                                       
                    Westinghouse Elec. Corp.                                          
                    Davis, EVP & COO,               2832,100                          
                    Rockwell Intl. Corp.                                              
                    Marley, Pres. & COO,                570,300                       
                    AMP, Inc.                                                         
                    Qualls, Pres. & COO,                511,900                       
                    Baldor Elec. Co.                                                  
               1 Added to the total compensation computed by Ms. Meyer is 20          
               percent (or approximately $378,800) of a long-term incentive           
               compensation plan payout in 1993 of $1,894,043, 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 Added to the total compensation computed by Ms. Meyer is 33          
               percent (or approximately $135,200) of a long-term incentive           
               compensation plan payout in 1993 of $409,605, which the Rockwell       
               Intl. Corp. proxy materials in the record disclose was paid with       
               respect to a 3-year performance period that included 1992.             
          The 90th percentile of this range of compensation is $1,224,880.            
          Accordingly, reasonable compensation for Mr. Denny in 1992 would            
          have been an amount not exceeding $1,224,880.  Mr. Denny’s 1992             
          compensation, excluding the Retention Payment and disputed 1991             
          SRP Benefit, was $1,822,072.  Consequently, petitioner has failed           
          to show that any portion of the Retention Payment and disputed              
          1991 SRP Benefit deducted with respect to Mr. Denny in 1992                 




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