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SUMMARY COMPENSATION TABLE

This table contains information about compensation we paid to the named executives in 1999, 1998 and 1997:

summary table

(1) The amounts in this column reflect cash payments under 1999 annual incentive awards. Mr. Golub’s and Mr. Chenault’s 1999 annual incentive awards also include restricted share grants made February 28, 2000. We include these grants in the Restricted Stock Awards column. We granted 7,556 restricted shares to Mr. Golub that have a grant date value of $1,004,004 and 5,667 restricted shares to Mr. Chenault that have a grant date value of $753,003. One-third of the restricted shares vests after one year, two-thirds vest after two years and the full grant vests after three years.

(2) These numbers reflect the cost of providing perquisites and other personal benefits and amounts we paid to reimburse our executives for additional taxes they owed from certain of these benefits. SEC rules require us to break out each benefit that exceeds 25% of the total we report for each named executive. These amounts are as follows:

summary table

(3) This column includes the restricted share grants we made to Messrs. Golub and Chenault under the 1999 annual incentive awards (see note 1) and Mr. Chenault’s special restricted share grant we describe on page 35. The special grant contains performance measures that the Company must meet as a condition to vesting. We value restricted share awards in the table at their fair market value, which is the closing price of the Company’s common shares on the New York Stock Exchange on the grant date. We pay dividends on the restricted shares in the same way that we pay them on our common shares.

On December 31, 1999, the executives in the table held the restricted shares set forth below. We valued them based on the closing price of $166.25 on December 31, 1999.

summary table

(4) These include both annual and restoration stock option awards. For Messrs. Golub and Chenault, we also include special stock option grants we made in 1999. We describe all stock option grants in the table captioned Option Grants in 1999.

(5) These are the amounts we paid under Portfolio Grant-VIII awards (PG-VIII awards). We granted these awards in 1997. Each PG-VIII award has two parts. The first part is the Financial Incentive, which accounts for 60% of the grant value of the award. We valued this part based on earnings or earnings per share growth and average return on equity for our business segments or for the entire Company over the 1997-99 period. The second part consists of Stock Incentive Units, which account for 40% of the grant value of the award. We valued this part based on the average price of our common shares during the 60 trading days before February 28, 2000. We structured the PG-VIII awards in the table to qualify as performance-based compensation under the Million Dollar Cap. The Committee adjusted downward the maximum value of the awards based on its judgment of three-year financial results and the impact of certain one-time capital gains and accounting changes.

(6) The dollar value of the amounts in this column break down as follows:

summary table

*Lehman Brothers Holdings, Inc., a former subsidiary, formed Capital Partners I and Capital Partners II, which are limited partnerships. Under these partnerships, Lehman offered senior officers the opportunity to invest in a portfolio of high risk investments. A company related to Lehman is the general partner and invested most of the capital of the partnerships. The amounts in the chart include income distributions and distributions related to the liquidation of assets.

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