(2) Includes shares of Utah Common Stock allocated under the Stock Investment Plan. (3) Fred J. Borch owns 80% of the stock of a corporation which holds 400 shares. (4) Alf E. Brandin is 50% owner of the partnership of Richardson-Brandin, which holds 1,000 shares. Mrs. Marie Brandin, Mr. Brandin's wife, holds 400 shares. (5) Val A. Browning is the Executor of the Estate of Ann Browning, deceased, which holds 10,176 shares. (6) Thomas D. Dee, II is trustee for a trust holding 90,000 shares. Mrs. Elizabeth B. Dee, Mr. Dee's wife, holds 1,832 shares. (7) George S. Eccles owns all of the stock of corporations holding 187,176 shares. Mrs. Dolores Dore Eccles, Mr. Eccles' wife, holds 82,564 shares as her separate property. (8) Marriner S. Eccles holds all the stock in a corporation holding 54,000 shares. Mrs. Sara M. Eccles, Mr. Eccles' wife, holds 7,000 shares. (9) William R. Kimball holds as trustee 54,220 shares for the benefit of his children and has a beneficial interest in two trusts holding an aggregate of 34,204 shares. Mrs. Collier Carter Kimball, Mr. Kimball's wife, holds 5,750 shares as her separate property. (10) E. W. Littlefield is trustee for his children of 321,552 shares. Mrs. Jeannik M. Littlefield, Mr. Littlefield's wife, holds 15,816 shares as her separate property. Mr. Littlefield is trustee and retains a reversionary interest in trusts holding 10,200 shares and has a beneficial interest in two trusts holding an aggregate of 34,204 shares. Subsequent to September 30, 1976 Mr. Littlefield placed 36,000 of his shares in newly created trusts for the benefit of his children. (11) The estate of Paul L. Wattis, of which Mrs. Phyllis C. Wattis is executrix, owns 459,106 shares. Mrs. Wattis is the mother of Paul L. Wattis, Jr. The estate is distributable to three trusts of which Mr. Littlefield, Mr. Wattis and a bank are co-trustees. These trusts hold 29,922 shares. Mr. Wattis is a beneficiary of one of these trusts, which currently owns 7,481 of said shares. (12) Paul L. Wattis, Jr. holds 1,800 shares as custodian for the benefit of his children and his children hold 9,604 shares in their own names. Mr. Wattis is beneficiary of trusts holding 107,778 shares, has a beneficial interest in two trusts holding an aggregate of 34,204 shares and is trustee of trusts holding 11,512 shares. (13) Mrs. Beverlee E. Wilson, Mr. Wilson's wife, holds 200 shares. Mr. Wilson's daughters are the beneficial owners of 174 shares. Principal Executive Officers E. W. Littlefield...................................... Chairman of the Board and Chief Executive Officer Alexander M. Wilson............................. President Alf E. Brandin........................................ Senior Vice President Edwin C. DeMoss.................................. Senior Vice President Keith G. Wallace................................... Senior Vice President James T. Curry....................................... Financial Vice President and Treasurer John S. Anderson................................... Vice President W. Drew Leonard.................................. Vice President Ralph J. Long......................................... Vice President Charles K. McArthur............................. Vice President Boyd C. Paulson..................................... Vice President M. Ian Ritchie........................................ Vice President Robert O. Wheaton................................ Vice President J. Boyd Nielsen...................................... Controller Bruce T. Mitchell.................................... Secretary 66 Remuneration and Other Transactions with Directors and Officers The following table sets forth with respect to (a) each director and each of the three highest paid officers of Utah whose remuneration from Utah and its subsidiaries exceeded $40,000 and (b) all directors and officers of Utah as a group: (i) the remuneration paid by Utah and its subsidiaries during the fiscal year ended October 31, 1975 exclusive of pension or retirement payments, (ii) Utah contributions during such fiscal year and aggregate accumulated contributions under the Profit Sharing Plan and Stock Investment Plan and (iii) the estimated annual benefits to be received upon retirement under the Retirement Plan. Utah Accumulated Contributions Allocations Estimated Allocated to Profit Annual Under Profit Sharing Benefits Name of Sharing and Stock Upon and Capacity and Stock Investment Retirement in which Aggregate Investment Plans through Under the Remuneration Direct Plans for October 31, Retirement Was Received Remuneration Fiscal 1975(1) 1975(2) Plan(3) E. W. Littlefield, Chairman of the Board of Directors................ $ 373,017(1) $ 51,553 $ 402,305 $25,629 A. M. Wilson, Director and President..................................... 235,402(1) 36,781 210,372 46,031 Keith G. Wallace, Senior Vice President....................................... 144,033 20,053 104,060 31,690 Alf E. Brandin, Director and Senior Vice President................. 135,667 18,451 55,052 5,827 J. B. Ladd, Director, President, Ladd Petroleum Corporation, a Utah subsidiary............................. 89,896 11,927 18,970 14,585 All officers and directors as a group (27 persons including the 5 named above).... 2,113,802 279,860 1,710,899 (1) Includes $600 each received by Mr. Littlefield and Mr. Wilson as directors' fees from an affiliate. (2) Utah's Profit Sharing Plan and Stock Investment Plan were approved by the stockholders on February 12, 1974. Employer contributions under the Plans and forfeitures attributable to employees who terminate with more than three years of service are contingently allocated in proportion to the participant's earnings and vest at the rate of 10% for each full year of service in excess of three years of service. Forfeitures attributable to employees who terminate with less than three years of service reduce Utah contributions. 100% of the value of a participant's employer accounts is distributable upon his death, total disability or retirement at or after age 60. Seventeen of the 27 officers and directors of Utah participate in such Plans. (3) The estimated annual benefit shown assumes that the employee's salary for the year ended October 31, 1975 will continue to his normal retirement date. In December 1975 officers and key employees of Utah were awarded a total of 8,570 shares of common stock having a value at the date of issue of $385,650 as restricted stock bonuses under Utah's Restricted Stock Bonus Plan. Of this amount, Mr. Wilson received 1,200 shares with a value of $54,000, Mr. Wallace 750 shares with a value of $33,750 and Mr. Ladd 300 shares with a value of $13,500. Mr. Ernest C. Arbuckle, a director of Utah, is Chairman of the Board of Wells Fargo Bank, N.A., which participates in loan agreements with Utah and one of its subsidiaries. As of August 31, 1976, $15 million was outstanding under these loan agreements with interest at an average of 6.79% (a rate comparable to rates on similar Eurodollar loans from other banks). Wells Fargo's share of this outstanding balance was $3 million. As of August 31, 1976 Utah had guaranteed the obligations of Marcona Corporation and Marcona International, S.A. under their guarantee of a loan of $204.5 million to Samarco Mineracao S.A. Wells Fargo Bank participates in this loan to the extent of $7.5 million. 67 ?