Square D Company and Subsidiaries - Page 27

                                       - 115 -                                        
               We conclude that the seven remaining 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. Keyser of W.W. Grainger, Inc.  Ms. Meyer           
          included in Mr. Keyser’s 1992 compensation the entire amount of a           
          long-term incentive compensation payout made in 1992, even though           
          the payment 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               
          petitioner’s heads of operating divisions.                                  

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