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How do we find out how much the highest-paid general counsel make? The corporations tell us. Public companies must disclose the compensation packages for their CEOs and their four other highest-paid executives in the annual proxy statements they file with the Securities and Exchange Commission. We comb through the Fortune 500 companies’ proxies in order to compile our list. At many of these businesses, general counsel are among the executives whose pay packages must be disclosed. We looked at all of these GC pay packages available. Then we ranked the 100 best-paid according to cash compensation, which includes salary, bonus, and “nonequity incentive” compensation-a new column on the proxy statement where companies record bonuses for hitting performance targets. Bonuses not tied to performance goals go in the traditional bonus column. For our chart and rankings, we’ve combined both types of bonuses in one column labeled “Bonus/Nonequity Incentive Compensation.” We also note stock grants, option grants, and cash-outs for the top 100. The change in how bonuses are reported come from new rules that the SEC put in place to make executive compensation more transparent. The revised rules apply to companies with fiscal years that ended December 15, 2006, or later. There are several key differences between the old rules and the new ones; we’ve noted these changes on our master chart. Restricted stock, for example, is now included with other stock awards. Companies filing under old rules only included restricted stock-rather than other types of stock grants-on their proxies. Stock and option awards reported on the proxies filed under the new rules include only the vested amount (regardless of what year it was awarded). The GCs from companies filing under old rules would have included the value of the options award as calculated by the 5 percent appreciation method or by using the Black-Scholes or binomial models. Lastly, the value of exercisable options is no longer reported on proxies, so it has been eliminated from our chart. But, while we do our best to find out what GCs make, it’s important to note that our compensation survey is not exhaustive. Some well-paid top lawyers did not make our list simply because there were other executives who made more at their company; if the GC wasn’t among the top five highest earners, we don’t have his compensation data. We miss other chief legal officers because of timing. If their company filed its proxy statement after April 30, we couldn’t report it because of our publishing deadline. Plus, businesses that are in bankruptcy or have merged may not file proxies. And Fortune 500 corporations that are not publicly traded, such as insurance companies, don’t file proxy statements with the SEC. Our rosterof the 100 top-paid GCs contains a host of familiar names, but 42 are new this year over last year’s survey. Jon Walton of Allegheny Technologies Inc. not only landed on the list for the first time this year, but also tops the chart at number one. Others return after a year off the list: Carrie Dwyer at The Charles Schwab Corporation makes a comeback on our chart this year. Several GCs moved up the ranks. Madeleine Kleiner at Hilton Hotels Corporation leaped 59 places, from near the bottom of last year’s list at slot 86 to number 27 this year. Her hefty $1.2 million from a bonus and nonequity incentive compensation gets the credit. Not everyone got good news. Thomas McCoy at Advanced Micro Devices, Inc., had the biggest drop on our chart. Losing about half his bonus and nonequity incentive compensation caused him to drop 48 points, from 24 to 72. Thomas Gottschalk of General Motors Corporation missed out on a bonus for the second year in a row and fell another seven places, to number 78. But there’s one other very good reason why some GCs didn’t make our list again this year. They retired. Benjamin Heineman, Jr., of General Electric Company was number one on our list for many years. Unfortunately, his successor, Brackett Denniston, hasn’t been as lucky when it comes to having an outsize paycheck.

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