UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-1776
NAME OF REGISTRANT: VANGUARD WELLESLEY INCOME FUND
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: SEPTEMBER 30
DATE OF REPORTING PERIOD: JULY 1, 2004 - JUNE 30, 2005
FUND: VANGUARD WELLESLEY INCOME FUND
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ISSUER: ABBOTT LABORATORIES
TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.S. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.M. DALEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.B. RAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. REYNOLDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.S. AUSTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. GONZALEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D. WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. LEIDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. GREENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.D. SMITHBURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.L. FULLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.A.L. OWEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. POWELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. WALTER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS.
PROPOSAL #03: SHAREHOLDER PROPOSAL - EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION
PROPOSAL #04: SHAREHOLDER PROPOSAL - PERFORMANCE BASED SHAREHOLDER YES AGAINST FOR
OPTIONS
PROPOSAL #05: SHAREHOLDER PROPOSAL - IN VITRO TESTING SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: SHAREHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #07: SHAREHOLDER PROPOSAL - HIV/AIDS-TB-MALARIA SHAREHOLDER YES ABSTAIN AGAINST
PANDEMICS
PROPOSAL #08: SHAREHOLDER PROPOSAL - SEPARATING THE SHAREHOLDER YES AGAINST FOR
ROLES OF CHAIR AND CEO
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ISSUER: AIR PRODUCTS AND CHEMICALS, INC.
TICKER: APD CUSIP: 009158106
MEETING DATE: 1/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN P. JONES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: URSULA F. FAIRBAIRN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE S. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. DONAHUE ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF AUDITORS. RATIFICATION OF ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP, AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
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ISSUER: ALCOA INC.
TICKER: AA CUSIP: 013817101
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSEPH T. GORMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE INDEPENDENT AUDITOR ISSUER YES FOR FOR
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ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HAROLD BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLOS SLIM HELU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR
PROPOSAL #02: 2005 PERFORMANCE INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #03: 2005 STOCK COMPENSATION PLAN FOR NON- ISSUER YES FOR FOR
EMPLOYEE DIRECTORS
PROPOSAL #04: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 1 REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
ELIMINATION OF ANIMAL TESTING FOR TOBACCO PRODUCTS
PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 2 REQUESTING WAYS SHAREHOLDER YES ABSTAIN AGAINST
TO MORE ADEQUATELY WARN PREGNANT WOMEN
PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 3 SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
CEASE PROMOTING LIGHT AND ULTRA LIGHT BRANDS
PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 4 SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS NATIONALLY
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ISSUER: AT&T CORP.
TICKER: T CUSIP: 001957505
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPT THE MERGER AGREEMENT AMONG SBC, AT&T ISSUER YES FOR FOR
AND MERGER SUB
PROPOSAL #01A: ADJOURNMENT TO PERMIT FURTHER ISSUER YES FOR FOR
SOLICITATION OF PROXIES IN FAVOR OF ITEM 1
ELECTION OF DIRECTOR: H.L. HENKEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.C. MADONNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.T. DERR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.K. EICKHOFF-SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.L. WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.F. ALDINGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.F. MCHENRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.W. DORMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.C. HERRINGER ISSUER YES FOR FOR
PROPOSAL #03: RATIFICATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #04: NO FUTURE STOCK OPTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: LINK RESTRICTED STOCK UNIT VESTING TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE
PROPOSAL #06: EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: POISON PILL SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: SHAREHOLDER APPROVAL OF FUTURE SERPS SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: SHAREHOLDER RATIFICATION OF SEVERANCE SHAREHOLDER YES FOR AGAINST
AGREEMENTS
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ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD L. ROMERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. COKER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS
PROPOSAL #03: STOCKHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
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ISSUER: BAXTER INTERNATIONAL INC.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. PARKINSON, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALBERT P.L. STROUCKEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS T. STALLKAMP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLAKE E. DEVITT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH B. MARTIN MD PHD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: PROPOSAL RELATING TO CUMULATIVE VOTING IN SHAREHOLDER YES AGAINST FOR
THE ELECTION OF DIRECTORS.
PROPOSAL #04: PROPOSAL RELATING TO RESTRICTIONS ON SHAREHOLDER YES AGAINST FOR
SERVICES PERFORMED BY THE INDEPENDENT AUDITORS.
PROPOSAL #05: PROPOSAL RELATING TO THE ANNUAL ELECTION SHAREHOLDER YES FOR N/A
OF DIRECTORS.
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ISSUER: BELLSOUTH CORPORATION
TICKER: BLS CUSIP: 079860102
MEETING DATE: 4/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM S. STAVROPOULOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REUBEN V. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHLEEN F. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. BLANCHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. HYATT BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F. DUANE ACKERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES P. KELLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBIN B. SMITH ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
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ISSUER: BP P.L.C.
TICKER: BP CUSIP: 055622104
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MR I C CONN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR J A MANZONI** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR J H BRYAN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR M H WILSON** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR P D SUTHERLAND** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR TOM MCKILLOP* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR H M P MILES** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR D S JULIUS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR IAN PROSSER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR D J FLINT* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR A BURGMANS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR W E MASSEY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR D C ALLEN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR B E GROTE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR A B HAYWARD** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR E B DAVIS, JR** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LORD BROWNE** ISSUER YES FOR FOR
PROPOSAL #02: TO RE-APPOINT ERNST & YOUNG LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO SET THEIR
REMUNERATION
PROPOSAL #03: TO GIVE AUTHORITY TO ALLOT SHARES UP TO A ISSUER YES FOR FOR
SPECIFIED AMOUNT
PROPOSAL #04: SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ISSUER YES FOR FOR
ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING
AN OFFER TO SHAREHOLDERS
PROPOSAL #05: SPECIAL RESOLUTION: TO GIVE LIMITED ISSUER YES FOR FOR
AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY
PROPOSAL #06: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #07: TO APPROVE THE RENEWAL OF EXECUTIVE ISSUER YES FOR FOR
DIRECTORS INCENTIVE PLAN
PROPOSAL #08: TO RECEIVE THE DIRECTORS ANNUAL REPORT ISSUER YES FOR FOR
AND THE ACCOUNTS
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ISSUER: CATERPILLAR INC.
TICKER: CAT CUSIP: 149123101
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EUGENE V. FIFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. FRANK BLOUNT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER A. MAGOWAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. BRAZIL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL D. FOSLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL - RIGHTS PLAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - CODE OF CONDUCT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL - GLOBAL PANDEMICS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL - DIRECTOR ELECTION SHAREHOLDER YES AGAINST FOR
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ISSUER: CHEVRONTEXACO CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.A. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: DIRECTORS COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: EXECUTIVE SEVERANCE AGREEMENTS SHAREHOLDER YES FOR AGAINST
PROPOSAL #05: STOCK OPTION EXPENSING SHAREHOLDER YES FOR AGAINST
PROPOSAL #06: ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: OIL & GAS DRILLING IN PROTECTED/SENSITIVE SHAREHOLDER YES ABSTAIN AGAINST
AREAS
PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: CHUBB CORPORATION
TICKER: CB CUSIP: 171232101
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ZOE BAIRD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHEILA P. BURKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE M. SMALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL J. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL E. SOMERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED W. ZOLLAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. FINNEGAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITOR
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ISSUER: CINERGY CORP.
TICKER: CIN CUSIP: 172474108
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS E. PETRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY L. SCHAPIRO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP R. SHARP ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITORS.
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ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANFORD I. WEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE DAVID ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE MULCAHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH T. DERR ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES FOR FOR
RESTATED CITIGROUP 1999 STOCK INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A CURB ON SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THAT CEO SHAREHOLDER YES AGAINST FOR
COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE
AVERAGE COMPENSATION PAID TO THE COMPANY'S NON-
MANAGERIAL WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.
PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING A BY-LAW SHAREHOLDER YES AGAINST FOR
AMENDMENT PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE
COMPENSATION TO ANY OFFICER UNLESS PRIOR STOCKHOLDER
APPROVAL IS GRANTED.
PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING THAT A SHAREHOLDER YES FOR AGAINST
SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN BE
SUBJECT TO A SHAREHOLDER VOTE.
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ISSUER: COMERICA INCORPORATED
TICKER: CMA CUSIP: 200340107
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROGER FRIDHOLM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED A. PIERGALLINI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL L. WARDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. PHILIP DINAPOLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH J BUTTIGIEG, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA M. WALLINGTON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS.
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ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.J. MULVA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY D. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN R. AUGUSTINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES C. KRULAK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005
PROPOSAL #03: COMPENSATION LIMITATIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR
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ISSUER: CONSTELLATION ENERGY GROUP, INC.
TICKER: CEG CUSIP: 210371100
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F.A. HRABOWSKI, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: YVES C. DE BALMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NANCY LAMPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
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ISSUER: DOMINION RESOURCES, INC.
TICKER: D CUSIP: 25746U109
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARGARET A. MCKENNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOS. E. CAPPS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS F. FARRELL, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DALLAS SIMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD J. CALISE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. LEATHERWOOD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK J. KINGTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH A. RANDALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. HARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK S. ROYAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID A. WOLLARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER W. BROWN ISSUER YES FOR FOR
PROPOSAL #02: APPROVE THE ADOPTION OF THE NON-EMPLOYEE ISSUER YES FOR FOR
DIRECTORS COMPENSATION PLAN.
PROPOSAL #03: APPROVE THE ADOPTION OF THE 2005 INCENTIVE ISSUER YES FOR FOR
COMPENSATION PLAN.
PROPOSAL #04: RATIFY THE APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS FOR THE 2005 FINANCIAL STATEMENTS.
PROPOSAL #05: SHAREHOLDER PROPOSAL. SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: E. I. DU PONT DE NEMOURS AND COMPANY
TICKER: DD CUSIP: 263534109
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.H. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.K. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. NAITOH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.D. JULIBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.C. DUEMLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.T. DILLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.R. SHARP, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.O. HOLLIDAY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. VEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.J. CRAWFORD ISSUER YES FOR FOR
PROPOSAL #02: ON RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: ON GOVERNMENT SERVICE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: ON INTERNATIONAL WORKPLACE STANDARDS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: ON EXECUTIVE COMPENSATION SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: ON ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: ON GENETICALLY MODIFIED FOOD SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: ON PERFORMANCE-BASED OPTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: ON DISCLOSURE OF PFOA COSTS SHAREHOLDER YES ABSTAIN AGAINST
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMERSON ELECTRIC CO.
TICKER: EMR CUSIP: 291011104
MEETING DATE: 2/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.B. HORTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. PRUEHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.A. PETERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.C. FARRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.N. FARR ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE EMERSON ELECTRIC CO. ISSUER YES FOR FOR
RESTRICTED STOCK PLAN FOR NON-MANAGEMENT DIRECTORS
PROPOSAL #03: REAPPROVAL OF PERFORMANCE MEASURES UNDER ISSUER YES FOR FOR
THE EMERSON ELECTRIC CO. ANNUAL INCENTIVE PLAN
PROPOSAL #04: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #05: THE STOCKHOLDER PROPOSAL ON SEXUAL SHAREHOLDER YES ABSTAIN AGAINST
ORIENTATION DESCRIBED IN THE PROXY STATEMENT
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERGY CORPORATION
TICKER: ETR CUSIP: 29364G103
MEETING DATE: 5/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: D.C. HINTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.F. BLOUNT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. PERCY, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.V. WILKINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.D. DEBREE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. V.D. LUFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.S. BATEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.A. MURPHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. LEONARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.H. REILLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.P. DEMING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. HERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. NICHOLS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF EXTERNAL AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING INDEPENDENT SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF BOARD OF DIRECTORS.
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR
ELECTION OF DIRECTORS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.W. GEORGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.R. RAYMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE ISSUER YES FOR FOR
28).
PROPOSAL #03: POLITICAL CONTRIBUTIONS (PAGE 30). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: BOARD COMPENSATION (PAGE 31). SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: INDUSTRY EXPERIENCE (PAGE 32). SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ACEH SECURITY REPORT (PAGE 33). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: AMENDMENT OF EEO POLICY (PAGE 34). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: BIODIVERSITY IMPACT REPORT (PAGE 36). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: CLIMATE SCIENCE REPORT (PAGE 37). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: KYOTO COMPLIANCE REPORT (PAGE 40). SHAREHOLDER YES ABSTAIN AGAINST
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST HORIZON NATIONAL CORPORATION
TICKER: FHN CUSIP: 320517105
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES A. HASLAM, III ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MARY F. SAMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIMON F. COOPER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
AUDITORS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FPL GROUP, INC.
TICKER: FPL CUSIP: 302571104
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES L. CAMAREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHERRY S. BARRAT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUDY E. SCHUPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT M. BEALL, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL R. TREGURTHA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEWIS HAY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. HYATT BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HANSEL E. TOOKES II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. JESSE ARNELLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK G. ZARB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. THAMAN ISSUER YES FOR FOR
PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
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ISSUER: GENERAL GROWTH PROPERTIES, INC.
TICKER: GGP CUSIP: 370021107
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BERNARD FREIBAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BETH STEWART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW BUCKSBAUM ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #03: AMENDMENT OF THE 1998 INCENTIVE STOCK PLAN ISSUER YES FOR FOR
TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK
AVAILABLE FOR ISSUANCE UNDER THE PLAN BY 5,000,000
SHARES.
PROPOSAL #04: STOCKHOLDER PROPOSAL TO CHANGE THE VOTE SHAREHOLDER YES AGAINST FOR
REQUIRED TO ELECT A DIRECTOR FROM A PLURALITY OF THE
VOTES CAST TO A MAJORITY OF THE VOTES CAST.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENERAL MILLS, INC.
TICKER: GIS CUSIP: 370334104
MEETING DATE: 9/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. JOHNSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM T. ESREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN R. DEMERITT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LIVIO D. DESIMONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH R. HOPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEIDI G. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. OCHOA-BRILLEMBOURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOROTHY A. TERRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MICHAEL SPENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITOR.
PROPOSAL #03: APPROVAL OF AMENDMENTS TO THE COMPANY'S ISSUER YES FOR FOR
BY-LAWS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: H.J. HEINZ COMPANY
TICKER: HNZ CUSIP: 423074103
MEETING DATE: 9/8/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: L.C. SWANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. KENDLE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: C.E. BUNCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.R. O'HARE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.E. HOLIDAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.S. COLEMAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. CHOKSI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.H. COORS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.J. USHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. ZIMMERMAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF AUDITORS. ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JPMORGAN CHASE & CO.
TICKER: JPM CUSIP: 46625H100
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES S. CROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. HARRISON JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN B. BURKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT I. LIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEE R. RAYMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE A. BOSSIDY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LABAN P. JACKSON JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN H. BIGGS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES DIMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HANS W. BECHERER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID C. NOVAK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. KESSLER ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: DIRECTOR TERM LIMITS SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SEPARATION OF CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: COMPETITIVE PAY SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: RECOUP UNEARNED MANAGEMENT BONUSES SHAREHOLDER YES AGAINST FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KELLOGG COMPANY
TICKER: K CUSIP: 487836108
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: A.D. DAVID MACKAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN L. ZABRISKIE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR FOR ISSUER YES FOR FOR
2005
PROPOSAL #03: REPORT ON IMPACTS OF GENETICALLY SHAREHOLDER YES ABSTAIN AGAINST
ENGINEERED FOOD
PROPOSAL #04: APPOINTMENT OF INVESTMENT BANKER SHAREHOLDER YES AGAINST FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KIMBERLY-CLARK CORPORATION
TICKER: KMB CUSIP: 494368103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN F. BERGSTROM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. DECHERD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. CRAIG SULLIVAN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING ADOPTION OF SHAREHOLDER YES ABSTAIN AGAINST
GLOBAL HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL
LABOR ORGANIZATION CONVENTIONS
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LYONDELL CHEMICAL COMPANY
TICKER: LYO CUSIP: 552078107
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID J. LESAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WORLEY H. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM T. BUTLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. SPIVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TRAVIS ENGEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN I. CHAZEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID J.P. MEACHIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY R. IRANI ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DANNY W. HUFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAN F. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CAROL A. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN F. HINCHLIFFE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S AUDITORS FOR
THE YEAR 2005.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NATIONAL CITY CORPORATION
TICKER: NCC CUSIP: 635405103
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.S. BROADHURST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.C. LINDNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. PAUL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.A. ORMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. WEISS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. BARFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.L. SHAHEEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.A. DABERKO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.P. HEALY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.T. GORMAN ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CONSTANCE J. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY O. IKENBERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN-PAUL VALLES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY A. MCKINNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
PROPOSAL #02: A PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR DIRECTORS.
PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON INCREASING ACCESS TO PFIZER PRODUCTS.
PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
IMPORTATION OF PRESCRIPTION DRUGS.
PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS.
PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO PRODUCT SHAREHOLDER YES ABSTAIN AGAINST
AVAILABILITY IN CANADA.
PROPOSAL #08: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES AGAINST FOR
SEPARATION OF THE ROLES OF CHAIR AND CEO AND ACCESS TO
PHARMACEUTICAL PRODUCTS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PPG INDUSTRIES, INC.
TICKER: PPG CUSIP: 693506107
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT MEHRABIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHELE J. HOOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND W. LEBOEUF ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO ENDORSE THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
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ISSUER: PROGRESS ENERGY, INC.
TICKER: PGN CUSIP: 743263105
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C. SALADRIGAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. MULLIN,III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. MCCOY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS PROGRESS ENERGY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
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ISSUER: PUGET ENERGY, INC.
TICKER: PSD CUSIP: 745310102
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. DRYDEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SALLY G. NARODICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. BINGHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM S. AYER ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF A LONG-TERM INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF A NONEMPLOYEE DIRECTOR STOCK ISSUER YES FOR FOR
PLAN.
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2005.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REGENCY CENTERS CORPORATION
TICKER: REG CUSIP: 758849103
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARY LOU FIALA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. SCHWEITZER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: THOMAS G. WATTLES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND L. BANK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN E. STEIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS S. LUKE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: TERRY N. WORRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. RONALD BLANKENSHIP ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRUCE M. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. R. CARPENTER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. DIX DRUCE ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROCKWELL AUTOMATION, INC.
TICKER: ROK CUSIP: 773903109
MEETING DATE: 2/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRUCE M. ROCKWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH F. TOOT, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH F. YONTZ ISSUER YES FOR FOR
PROPOSAL #B: APPROVE THE SELECTION OF AUDITORS ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL DUTCH PETROLEUM COMPANY
TICKER: RD CUSIP: 780257804
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #02: ANNUAL ACCOUNTS 2004 ISSUER YES FOR FOR
PROPOSAL #03B: DECLARATION OF THE TOTAL DIVIDEND FOR THE ISSUER YES FOR FOR
YEAR 2004
PROPOSAL #04A: DISCHARGE OF THE MANAGING DIRECTORS ISSUER YES AGAINST AGAINST
PROPOSAL #4B: DISCHARGE OF THE MEMBERS OF THE ISSUER YES AGAINST AGAINST
SUPERVISORY BOARD
PROPOSAL #05: APPOINTMENT OF MR. L.R. RICCIARDI AS A ISSUER YES FOR FOR
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #06: AUTHORIZATION FOR THE ACQUISITION OF ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #07: CANCELLATION OF THE ORDINARY SHARES HELD ISSUER YES FOR FOR
BY THE COMPANY
PROPOSAL #9B: APPROVAL OF THE IMPLEMENTATION AGREEMENT ISSUER YES AGAINST AGAINST
PROPOSAL #10: PROPOSAL TO AMEND THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY
PROPOSAL #11A: APPOINTMENT OF MR A.G. JACOBS AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #11B: APPOINTMENT OF MS CH. MORIN-POSTEL AS A ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR
PROPOSAL #11C: APPOINTMENT OF MR A.A. LOUDON AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR
PROPOSAL #11D: APPOINTMENT OF MR L.R. RICCIARDI AS A ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR
PROPOSAL #12: ADOPTION OF THE REMUNERATION POLICY FOR ISSUER YES FOR FOR
THE BOARD OF DIRECTORS
PROPOSAL #13: APPROVAL OF AMENDED LONG-TERM INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #14: APPROVAL OF AMENDED RESTRICTED SHARE PLAN ISSUER YES FOR FOR
PROPOSAL #15: APPROVAL OF AMENDED DEFERRED BONUS PLAN ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SBC COMMUNICATIONS INC.
TICKER: SBC CUSIP: 78387G103
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TONI REMBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GILBERT F. AMELIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD E. WHITACRE, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AUGUST A. BUSCH III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN K. EBY, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: APPROVAL OF STOCK PURCHASE AND DEFERRAL ISSUER YES FOR FOR
PLAN
PROPOSAL #04: STOCKHOLDER PROPOSAL A SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL B SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL C SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL D SHAREHOLDER YES FOR AGAINST
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCANA CORPORATION
TICKER: SCG CUSIP: 80589M102
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: D. MAYBANK HAGOOD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. TIMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BILL L. AMICK ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDED AND RESTATED LONG-TERM ISSUER YES FOR FOR
EQUITY COMPENSATION PLAN.
PROPOSAL #03: APPROVAL OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANSPORT & TRADING COMPANY, P
TICKER: SC CUSIP: 822703609
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #C1: TO APPROVE THE SCHEME OF ARRANGEMENT ISSUER YES FOR FOR
PROPOSAL #E1: CANCELLATION OF THE FIRST PREFERENCE SHARES ISSUER YES FOR FOR
PROPOSAL #E2: CANCELLATION OF THE SECOND PREFERENCE ISSUER YES FOR FOR
SHARES
PROPOSAL #E3: SCHEME OF ARRANGEMENT ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANSPORT & TRADING COMPANY, P
TICKER: SC CUSIP: 822703609
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF ANNUAL REPORT & ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #03: ELECTION OF PETER VOSER ISSUER YES FOR FOR
PROPOSAL #04: RE-ELECTION OF SIR PETER JOB*@# ISSUER YES FOR FOR
PROPOSAL #05: RE-ELECTION OF LORD OXBURGH@# ISSUER YES FOR FOR
PROPOSAL #06: REAPPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #07: REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #08: SPECIAL RESOLUTION TO AUTHORIZE SHARE ISSUER YES FOR FOR
PURCHASES
PROPOSAL #09: APPROVAL OF THE LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #10: APPROVAL OF DEFERRED BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #11: APPROVAL OF RESTRICTED SHARE PLAN ISSUER YES FOR FOR
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUNTRUST BANKS, INC.
TICKER: STI CUSIP: 867914103
MEETING DATE: 9/15/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ISSUANCE OF SUNTRUST COMMON ISSUER YES FOR FOR
STOCK TO NATIONAL COMMERCE FINANCIAL CORPORATION
SHAREHOLDERS IN THE MERGER PURSUANT TO THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF MAY 7, 2004, BY AND BETWEEN
SUNTRUST BANKS, INC. AND NATIONAL COMMERCE FINANCIAL
CORPORATION (THE MERGER AGREEMENT ), AS DESCRIBED IN
THE JOINT PROXY STATEMENT-PROSPECTUS AND THE MERGER
AGREEMENT.
PROPOSAL #02: TO ADJOURN OR POSTPONE THE SUNTRUST ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SUNTRUST BANKS, INC.
TICKER: STI CUSIP: 867914103
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PATRICIA C. FRIST* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M GARROTT III*** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHAIL WYNN, JR.** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. DOUGLAS IVESTER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. PHILLIP HUMANN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. NEVILLE ISDELL*** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLAKE P. GARRETT, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS C FARNSWORTH JR* ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN.
PROPOSAL #04: PROPOSAL TO APPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC.
PERFORMANCE UNIT PLAN.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE DOW CHEMICAL COMPANY
TICKER: DOW CUSIP: 260543103
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HAROLD T. SHAPIRO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACQUELINE K. BARTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARBARA H. FRANKLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW N. LIVERIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY J. CARBONE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: STOCKHOLDER PROPOSAL ON CERTAIN TOXIC SHAREHOLDER YES ABSTAIN AGAINST
SUBSTANCES.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE PNC FINANCIAL SERVICES GROUP, IN
TICKER: PNC CUSIP: 693475105
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MR. STRIGL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. DAVIDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. STEFFES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. PEPPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. WEHMEIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. WASHINGTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. USHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. THIEKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. MASSARO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. KELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. COOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. CLAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. ROHR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. LINDSAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. CHELLGREN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS FOR 2005.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE ST. PAUL TRAVELERS COMPANIES, IN
TICKER: STA CUSIP: 792860108
MEETING DATE: 7/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: W.H. KLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.J. BIALKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.M. DUBERSTEIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: L.B. DISHAROON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.G. GRAEV ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: L.J. THOMSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D. HARTZBAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N.A. ROSEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.R. HODGSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.J. TASCO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. FISHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.I. LIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.H. BYRD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. PEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. OTIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.W. SCHARF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.M. SPRENGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.D. NELSON, MD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: H.P. BERKOWITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.A. LAWRENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. DASBURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.J. MCGARVIE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS ST. PAUL TRAVELERS INDEPENDENT AUDITORS FOR 2004.
PROPOSAL #03: PROPOSAL TO APPROVE THE ST. PAUL TRAVELERS ISSUER YES AGAINST AGAINST
COMPANIES, INC. 2004 STOCK INCENTIVE PLAN.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: U.S. BANCORP
TICKER: USB CUSIP: 902973304
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WARREN R. STALEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CRAIG D. SCHNUCK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DAVID B. O'MALEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL W. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O'DELL M. OWENS MD, MPH ISSUER YES FOR FOR
PROPOSAL #02: RATIFY SELECTION OF ERNST & YOUNG LLP AS ISSUER YES AGAINST AGAINST
INDEPENDENT AUDITOR FOR THE 2005 FISCAL YEAR.
PROPOSAL #03: AMEND CERTIFICATE OF INCORPORATION TO ISSUER YES FOR FOR
ELIMINATE SUPERMAJORITY VOTING.
PROPOSAL #04: SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHAREHOLDER YES AGAINST FOR
SHARES.
PROPOSAL #05: SHAREHOLDER PROPOSAL: PROHIBITION ON TAX SHAREHOLDER YES AGAINST FOR
AND NON-AUDIT WORK BY INDEPENDENT AUDITORS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UBS AG
TICKER: UBS CUSIP: H8920M855
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ANNUAL REPORT, GROUP AND PARENT COMPANY ISSUER YES FOR FOR
ACCOUNTS FOR 2004. REPORTS OF THE GROUP AND STATUTORY
AUDITORS
PROPOSAL #02: APPROPRIATION OF RETAINED EARNINGS. ISSUER YES FOR FOR
DIVIDEND FOR FINANCIAL YEAR 2004
PROPOSAL #03: DISCHARGE OF THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE GROUP EXECUTIVE BOARD
PROPOSAL #4A1: RE-ELECTION OF BOARD MEMBER: MARCEL OSPEL ISSUER YES FOR FOR
PROPOSAL #4A2: RE-ELECTION OF BOARD MEMBER: LAWRENCE A. ISSUER YES FOR FOR
WEINBACH
PROPOSAL #4B1: ELECTION OF NEW BOARD MEMBER: MARCO SUTER ISSUER YES FOR FOR
PROPOSAL #4B2: ELECTION OF NEW BOARD MEMBER: PETER R. ISSUER YES FOR FOR
VOSER
PROPOSAL #4C: RE-ELECTION OF GROUP AND STATUTORY ISSUER YES FOR FOR
AUDITORS: ERNST & YOUNG LTD., BASEL
PROPOSAL #5A: CANCELLATION OF SHARES REPURCHASED UNDER ISSUER YES FOR FOR
THE 2004/2005 SHARE BUYBACK PROGRAM AND RESPECTIVE
AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #5B: APPROVAL OF A NEW 2005/2006 SHARE BUYBACK ISSUER YES FOR FOR
PROGRAM
PROPOSAL #06: IN CASE OF AD-HOC SHAREHOLDERS MOTIONS ISSUER YES FOR N/A
DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR
PROXY TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UNIVERSAL CORPORATION
TICKER: UVV CUSIP: 913456109
MEETING DATE: 8/5/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS H. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES H. FOSTER, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CHESTER A. CROCKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEREMIAH J. SHEEHAN ISSUER YES FOR FOR
PROPOSAL #02: RE-APPROVAL OF THE UNIVERSAL CORPORATION ISSUER YES FOR FOR
EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN, AS AMENDED.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: VERIZON COMMUNICATIONS INC.
TICKER: VZ CUSIP: 92343V104
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. NEUBAUER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.R. BARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. STAFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. STOREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. LANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.O. MOOSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.H. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.B. PRICE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: MAJORITY VOTE FOR ELECTION OF DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: BOARD COMPOSITION SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SEPARATE CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: DIRECTORS LIABILITY SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WACHOVIA CORPORATION
TICKER: WB CUSIP: 929903102
MEETING DATE: 10/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: A PROPOSAL TO APPROVE THE PLAN OF MERGER ISSUER YES FOR FOR
CONTAINED IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION AND
WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL MERGE WITH
AND INTO WACHOVIA, AS MORE FULLY DESCRIBED IN THE JOINT
PROXY STATEMENT-PROSPECTUS DATED SEPTEMBER 24, 2004.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WACHOVIA CORPORATION
TICKER: WB CUSIP: 929903102
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER C. BROWNING* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALLACE D. MALONE, JR** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VAN L. RICHEY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. BROWN*** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. WHITAKER, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. KENNEDY THOMPSON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD M. JAMES* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. BAKER, II* ISSUER YES FOR FOR
PROPOSAL #02: A WACHOVIA PROPOSAL TO RATIFY THE ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WASHINGTON MUTUAL, INC.
TICKER: WM CUSIP: 939322103
MEETING DATE: 4/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PHILLIP D. MATTHEWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. REED, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY E. PUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. STEVER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2005
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WELLS FARGO & COMPANY
TICKER: WFC CUSIP: 949746101
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: REATHA CLARK KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN E. ENGEL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD D. MCCORMICK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN G. SWENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL W. WRIGHT ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JUDITH M. RUNSTAD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J.A. BLANCHARD III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD B. RICE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT L. JOSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. QUIGLEY ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE COMPANY'S AMENDED ISSUER YES AGAINST AGAINST
AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS INDEPENDENT AUDITORS FOR 2005.
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING PAYDAY SHAREHOLDER YES ABSTAIN AGAINST
LENDING.
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING EXECUTIVE SHAREHOLDER YES ABSTAIN AGAINST
COMPENSATION AND PREDATORY LENDING.
PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING PERFORMANCE SHAREHOLDER YES AGAINST FOR
SHARES.
PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING CHIEF SHAREHOLDER YES AGAINST FOR
EXECUTIVE OFFICER COMPENSATION.
PROPOSAL #08: STOCKHOLDER PROPOSAL REGARDING SEPARATION SHAREHOLDER YES AGAINST FOR
OF BOARD CHAIR AND CEO POSITIONS.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WEYERHAEUSER COMPANY
TICKER: WY CUSIP: 962166104
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ARNOLD G. LANGBO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. MICHAEL STEUERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN I. KIECKHEFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTHA R. INGRAM ISSUER YES FOR FOR
PROPOSAL #02: SHAREHOLDER PROPOSAL ON EXPENSING STOCK SHAREHOLDER YES FOR AGAINST
OPTIONS
PROPOSAL #03: SHAREHOLDER PROPOSAL ON A CLASSIFIED BOARD SHAREHOLDER YES FOR AGAINST
PROPOSAL #04: SHAREHOLDER PROPOSAL ON PERFORMANCE-BASED SHAREHOLDER YES AGAINST FOR
OPTIONS
PROPOSAL #05: SHAREHOLDER PROPOSAL ON NATIONAL FOREST SHAREHOLDER YES ABSTAIN AGAINST
TIMBER PURCHASES
PROPOSAL #06: APPROVAL, ON AN ADVISORY BASIS OF THE ISSUER YES FOR FOR
APPOINTMENT OF AUDITORS
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WYETH
TICKER: WYE CUSIP: 983024100
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.D. FERGUSSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. MASCOTTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. POLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. LANGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS FIRM
PROPOSAL #03: ADOPT 2005 STOCK INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: REIMPORTATION OF PRESCRIPTION DRUGS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: SEPARATE THE ROLES OF CHAIRMAN & CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: DISCONTINUE PROMOTING PREMARIN AND SHAREHOLDER YES ABSTAIN AGAINST
PROTECTION OF MARES
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: XL CAPITAL LTD
TICKER: XL CUSIP: G98255105
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CYRIL RANCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN E. THROWER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL P. ESPOSITO, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT R. GLAUBER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK, TO ACT
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: TO APPROVE THE AMENDMENT AND RESTATEMENT ISSUER YES AGAINST AGAINST
OF THE COMPANY'S 1991 PERFORMANCE INCENTIVE PROGRAM.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
VANGUARD WELLESLEY INCOME FUND
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive
Date: August 30, 2005
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.