Square D Company and Subsidiaries - Page 24

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          constituted reasonable compensation for purposes of section                 
          280G(b)(4).                                                                 
                         (iii) Mr. Kurczewski                                         
               Ms. Meyer identified six executives in her rebuttal report             
          that she considered comparable to Mr. Kurczewski in 1992.  We               
          conclude that Mr. Durmit of General Instrument Corp. should be              
          disregarded because as noted we believe that company is not                 
          comparable to petitioner.  We conclude that the remaining five              
          executives are comparable.                                                  
               For the reasons previously outlined, we use Ms. Meyer’s                
          computation of their 1992 compensation.  However, an adjustment             
          is required to correct Ms. Meyer’s computation of the 1992                  
          compensation of Mr. Baisley of W.W. Grainger, Inc.  Ms. Meyer               
          included in Mr. Baisley’s 1992 compensation the entire amount of            
          a long-term incentive compensation payout made in 1992, even                
          though the payout covered services rendered in 3 fiscal years               
          (1990-92).  Accordingly, a ratable portion of the payout is                 
          removed from 1992 compensation, as described in greater detail in           
          a footnote to the following table, which summarizes the 1992                
          compensation of the executives determined to be comparable to Mr.           
          Kurczewski.                                                                 











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