www.ft-live.com/odx2012

FT-Outstanding Directors Exchange

Dave DormanDirector:

CVS Caremark,Motorola Solutions,

Yum! BrandsOutstanding

Director 2012

Mae Jemison, MDDirector:

Kimberly-Clark,Scholastic,Valspar

David NovakChairman & CEO:Yum! Brands

Irene RosenfeldChairman & CEO:

Kraft Foods

October 10 - 11, 2012 • Metropolitan Club, New York City

Our directors-only format makes the conversationsinvaluable. You’ll hear what other boards are doingto resolve key challenges and you’ll have access tomembers of over 200 boards.

At FT-ODX, there are no podiums, only experiencedpanels and peer exchanges — both focused oneliciting robust dialogue on issues all directors face.

DIRECTORS ONLY

No Press, No Podiums or Slides!

Featured Speakers Include

“At a time when good corporate governance is at a premium,ODX is one of the most valuable tools a director canhave in his or her tool kit.” —Dick Parsons

Retired Chairman & CEO, Time WarnerDirector: Estee Lauder,Madison Square Garden

Frank BlountChairman and CEO, JI Ventures;Director: Alcatel-Lucent, KBR,Entergy (until 5/11),Caterpillar (until 12/10)Outstanding Director 2012

Gary CostleyManaging Partner, C&G Capital andManagement; Director: Covance,Prestige Brands, Principal FinancialGroup, Tiffany

Dave DormanFormer Chairman and CEO, AT&TCorp.; Chairman, CVS Caremark;Director: Motorola Solutions,Yum! BrandsOutstanding Director 2012

David Baker LewisPartner and Retired Chairman, Lewis& Munday; Director: H&R Block, TheKroger Company, Steris

Rick HaythornthwaiteChairman, Mastercard, The WorldWide Web Foundation

Mae JemisonPresident, BioSentient and TheJemison Group; Director: Kimberly-Clark, Scholastic, Valspar

Kevin KellyCEO, Heidrick & Struggles

Susan KropfRetired President and COO, AvonProducts; Director: Coach, Kroger,MeadWestvaco, Sherwin-Williams

David NovakChairman & CEO, Yum! Brands

Irene RosenfeldChairman & CEO, Kraft Foods

Rick YanCEO & President, 51Job

Confirmed Speakers at FT-ODX Include:• The Hard Case for Board Diversity

• Successful Approaches to Achieving Pay for Performance

• Managing Risk and Compliance in Far-Flung Places

• The Board's Role in Talent Management

• Director - Stakeholder Relations: The New Normal

• Questions Directors Should - But Too Often Don’t - Ask of Management

Topics for 2012 FT-ODX Include:

“ODX is the ‘gold standard’ fordirectors’ conferences.”

—Bill LoomisFormer CEO, Lazard

Director: Limited Brands,Pacific Capital Bancorp

AK SteelAlcatel-LucentAxcelis TechnologiesBarnes GroupThe Boeing CompanyCampbell Soup CompanyCoca Cola EnterprisesCollective BrandsCon-WayCVS CaremarkDiceExpressEpocrates, Inc.FlextronicsGlobal Telecom & TechnologyHaverty FurnitureHuntington Bancshares, Inc.The Home DepotIntelligent SystemsJohnson & JohnsonJPMorgan ChaseKBRKey Corp

Kimberly-ClarkMFRIMonster WorldwideMotorola SolutionsNortheast UtilitiesOraclePendrellPenske Automotive GroupPotlatchPVH Corp.Rent-A-CenterScholasticSTMicroelectronicsSonus NetworksSpansionTim Hortons, Inc.TrexUnited RentalsValsparYum! BrandsWells FargoWhirlpool CorporationWorthington Industries

Opening Luncheon Sponsor

Partners

Supporting Organizations

“ODX is a must-do for directors.”—Andrew Liveris

Chairman, President and CEO, Dow ChemicalDirector: IBM

“All directors can benefit fromattending ODX.”

—Lou SimpsonChairman, SQ Advisors

Former President & CEO,Capital Operations, GEICO

Director: Chesapeake Energy,SAIC, VeriSign

“ODX offers candid dialogue amongactive, experienced directors.”

—Alison WinterCEO, Braintree Holdings

Director: Nordstrom

“Of all the director’s programs,ODX is the best.”

—Tom CallahanFormer SVP & CFO, Welch Foods

Director: Ashford Hospitality Trust

“ODX was one of the bestconferences for directors I’ve everattended. I’ve alreadyrecommended it to my board.”

—Randy LarrimoreFormer President and CEO,

United StationersDirector: Campbell Soup, Olin

“What do I like about ODX? Its sizeencourages participation, everyoneis a board member, the topics arerelevant and the speakers aretop-notch.”

—Peter BrowningDirector: Acuity, EnPro, Lowes, Nucor

Boards Already Represented for 2012 FT-ODX(as of 7/18/2012)

FT-ODX Partners

www.ft-live.com/odx2012

Wednesday, October 10, 20128:30-11:45 am The Board's Role in Talent Management

Supported by: Korn/Ferry International

Dennis Carey, Vice Chairman, Korn/Ferry InternationalBob Hallagan, Vice Chairman & Managing Director, Board & CEO Services, Korn/Ferry InternationalRichard Haythornthwaite, Chairman, Mastercard, The World Wide Web FoundationIrene Rosenfeld, Chairman & CEO, Kraft FoodsJane Stevenson, Vice Chairman, Board & CEO Services,Korn/Ferry International

12:00 pm Lunch Session: Leadership in Turbulent TimesSupported by: Heidrick & Struggles

The risk from failure at senior levels is significant and often takes boards by surprise. Hear how organizations are retaining and developing their leaders with an eye to insuring future success.

Kevin Kelly, CEO, Heidrick & Struggles

1:00 pm Networking Break

1:20 pm 60-minute Case Study with Columbia Business SchoolHewlett-Packard's governance missteps over the past ten yearsprovide many "teachable moments" for corporate directors.Walk through the inflexion points and determine a better outcome with a group of your boardroom peers.

Bill Klepper, Professor of Management, Columbia Business School

2:20 pm Director - Stakeholder Relations: The New Normal?Not so long ago, it was extremely rare for independent directors to communicate directly with anyone outside the boardroom.Nowadays, they're meeting with investors, employees, evenregulators and union representatives. Hear why some directors feel that new pressures on companies require a "new normal" fornon-executive directors.

Bob Hotz, Co-Chairman and Global Head of Corporate Finance, Houlihan Lokey; Director, Pep Boys, Universal Health ServicesBonnie Hill, Co-Founder, Icon Blue; Director, AK Steel, CaliforniaService Group, The Home Depot, Yum! BrandsLabe Jackson, Chairman and CEO, Clear Creek Properties; Director, JPMorgan Chase

3:20 pm Networking Break

3:40 pm The Hard Case for Board DiversityBoth empirical and anecdotal evidence tell us that companies with diverse boards perform better than those without. As the definition of diversity has stretched from gender and ethnicity to include skill sets and global experience, learn how top companies are defining and achieving diversity

Bonnie Gwin, Vice Chairman, Heidrick & StrugglesFrank Blount, Chairman and CEO, JI Ventures; Director,Alcatel-Lucent, KBR, Caterpillar, EntergyMae Jemison, President, Biosentient

4:40 pm Networking Break

5:00 pm Champagne RoundtablesDiscuss issues that directly concern your board committeeresponsibilities with a small group of directors in the same role.Each roundtable is facilitated by a subject-matter expert.

6:00 pm Cocktail Reception

7:00 pm Outstanding Director Awards Dinner

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7:45 am Defining Moments in Board LeadershipIndependent board directors often struggle to find the right level ofengagement and intensity during their board service, even when faced with a CEO succession, a bet-the-company merger or divestiture or a crisis. Our panel will share insights on when board engagement iscritical and how much is enough.

Dave Dorman, Former Chairman and CEO, AT&T Corp.;Director, CVS, Motorola Solutions, Yum! BrandsDavid Novak, Chairman & CEO, Yum! Brands

8:45 am Networking Break

9:00 am Concurrent Breakout Sessions

1. How Boards are Working With Governance Watch Dogs andInstitutional InvestorsISS is pushing its governance hot buttons and some companies are pushing back. Hear how comp committees are navigating the murky waters of the proxy services and meeting directly with theirinstitutional shareholders.

Russ Miller, Managing Director and Partner, ClearBridge CompensationMylle Mangum, CEO, IBT Enterprises; Director, Barnes Group,Collective Brands, Express, Haverty Furniture

2. Managing Risk and Compliance in Far-Flung PlacesOverseeing audit matters in "first world" countries of operation is plenty challenging. Overseeing work done in so-called second and third world markets is harder still. Hear how board committees with far-flungresponsibilities approach their work.

Brian Loughman, Americas Leader Fraud Investigation and Dispute Services, Ernst & YoungRay Bingham, Managing Director, General Atlantic; Director, Dice,Flextronics, Oracle, Spansion, STMicroelectronics

3. Board and Committee Meeting EffectivenessUnderstand how some boards manage time spent on complianceversus strategic matters and different approaches to scheduling,running and reporting to the full board on committee meetings.

Ruth Ann Gillis, EVP, Chief Administrative Officer and Chief Diversity Officer, Exelon; Director, KeyCorp, PotlatchKaren Horn, Senior Managing Director, Brock Capital Group; Director, Eli Lilly, Norfolk Southern, Simon Property, T. Rowe Price Mutual Funds

10:00 am Networking Break

10:15 am Concurrent Breakout Sessions

1. Successful Approaches to Achieving Pay for PerformanceSay on pay is shining more light than ever on executive paypackages that seem out of alignment with company results.Explore what can be done both short and long term to achieve true alignment, even in a turbulent economic environment.

Marty Somelofske, Senior Principal, Hay GroupGary Costley, Managing Partner, C&G Capital and Management;Director, Covance, Prestige Brands, Principal Finance Group, TiffanySusan Kropf, Retired President and COO, Avon Products; Director, Coach, Kroger, MeadWestvaco, Sherwin-Williams

2. Issues That Are Front and Center for Audit Committees Fallout from the financial crisis and the regulatory response have added to the responsibilities of the audit committee yet again.Discuss effective methods for estimating contingencies, reviewing pay for performance plans, improving proxy disclosure and publicreporting, responding to SEC enquiries, and more.

David Lewis, Partner and Retired Chairman, Lewis & Munday;Director, H&R Block, The Kroger Company, SterisJim Napier, Former Chairman, Scientific Atlanta; Director, Intelligent Systems, Vulcan Materials (until 5/11), Westinghouse AirbreakTechnologies (until 5/11)

3. What It Takes to Succeed in China TodayNo longer just a vast bastion of cheap labor and untappedconsumers, China is an ever-complicated and increasingly costly place to do business. Our panel will share their corporatesuccesses and warnings about the Chinese market today.

Rick Yan, CEO & President, 51Job

11:15 am Networking Break

11:30 am Interview and Q&A with Gary Silverman, FT US News Editor, and Andy Fastow, former CFO, EnronHaving served his time for his role in Enron's collapse, Fastow has agreed to be interviewed by Silverman. With an eye to helpingdirectors better protect their companies in an increasingly complex business and regulatory environment, the interview will focus on key questions that directors should be asking management and theiradvisers to ensure they are not only following the rules but the spirit of the law. There will be ample time for audience questions andcomments following the interview.

12:30 pm Close

Thursday, October 11, 2012

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For Information and To RegisterOnline: www.ft-live.com/odx2012Phone: +1 917 551 5097Fax: +1 212 641 6697Email: Tim.Powell@FT.comMail: FT-ODX Registration

Attn: Tim Powell1330 Avenue of the Americas, 10th FloorNew York, NY 10019

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Registration includes all sessions, meals andreading materials. Travel and lodging are theresponsibility of each participant.

Cancellation PolicyTo receive a refund, minus $750 registration fee, we must receive written notification of any cancelation no later than45 calendar days before the event. Participants who cancel after this date forfeit the entire program fee.You may designate a substitute participant with the approval of the program director.

Conference LocationFT-ODX begins at 8:30 amon October 10-11, 2012 atMetropolitan Club1 East 60th StreetNew York, NY 10022

Hotel Accommodations

Discounted Rooms are available atLoews Regency540 Park AveNew York, NY 10022Telephone +1 212-759-4100

Please identify yourself as anFT-ODX Participant to receive adiscounted room rate.

Conference Pricing

Standard Rate$6,500

After RegistrationOnce you have registered, we willcontact you to obtain someadditional information to includein our conference materials.

We will also ask you whichsessions you would like to attend.Participants are subject to theapproval of the program director.