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: 811-834 NAME OF REGISTRANT: VANGUARD WINDSOR FUNDS ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA NAME AND ADDRESS OF AGENT FOR SERVICE: R. GREGORY BARTON PO BOX 876 VALLEY FORGE, PA 19482 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) DATE OF FISCAL YEAR END: October 31, 2003 DATE OF REPORTING PERIOD: JULY 1, 2003 - JUNE 30, Fund VANGUARD WINDSOR FUND - ---------------------------------------------------------------------------------------------------- Issuer: ABBOTT LABORATORIES Ticker: ABT CUSIP: 002824100 Meeting Date 4/23/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: B. POWELL JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.M. GREENBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: A.B. RAND ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.D. WHITE ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.S. ROBERTS ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.A. REYNOLDS ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.M. LEIDEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.S. AUSTIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. WALTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.D. SMITHBURG ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.A. GONZALEZ 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 PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR AUDITORS.PROPOSAL #03: SHAREHOLDER PROPOSAL - PRESCRIPTION DRUGS. SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #04: SHAREHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS. PROPOSAL #05: SHAREHOLDER PROPOSAL - OPTION GRANTS FOR SHAREHOLDER YES AGAINST FOR SENIOR EXECUTIVES. PROPOSAL #06: SHAREHOLDER PROPOSAL - GLOBAL INFECTIOUS SHAREHOLDER YES ABSTAIN AGAINST DISEASES. - ---------------------------------------------------------------------------------------------------- Issuer: ACCENTURE LTD Ticker: ACN CUSIP: G1150G111 Meeting Date 2/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WULF VON SCHIMMELMANN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM L. KIMSEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT I. LIPP ISSUER YES FOR FOR PROPOSAL #02: RE-APPOINTMENT OF KPMG LLP AS INDEPENDENT ISSUER YES FOR FOR AUDITORS FOR THE 2004 FISCAL YEAR AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE KPMG LLP'S REMUNERATION. - ---------------------------------------------------------------------------------------------------- Issuer: ACE LIMITED Ticker: ACE CUSIP: G0070K103 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ROBERT RIPP ISSUER YES FOR FOR ELECTION OF DIRECTOR: PETER MENIKOFF ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR ELECTION OF DIRECTOR: DERMOT F. SMURFIT ISSUER YES FOR FOR PROPOSAL #B: PROPOSAL TO APPROVE THE ACE LIMITED 2004 ISSUER YES FOR FOR LONG-TERM INCENTIVE PLAN. PROPOSAL #C: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: ALCOA INC. Ticker: AA CUSIP: 013817101 Meeting Date 4/30/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR ELECTION OF DIRECTOR: CARLOS GHOSN ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY B. SCHACHT ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO APPROVE THE 2004 ALCOA STOCK ISSUER YES FOR FOR INCENTIVE PLAN. PROPOSAL #3A: SHAREHOLDER PROPOSAL RELATING TO PAY SHAREHOLDER YES AGAINST FOR DISPARITY PROPOSAL #3B: SHAREHOLDER PROPOSAL RELATING TO CHANGE IN SHAREHOLDER YES AGAINST FOR CONTROL SEVERANCE PLAN - ---------------------------------------------------------------------------------------------------- Issuer: ALTRIA GROUP, INC. Ticker: MO CUSIP: 02209S103 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR ELECTION OF DIRECTOR: CARLOS SLIM HELU ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR INDEPENDENT AUDITORS PROPOSAL #03: STOCKHOLDER PROPOSAL NO. 1 SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 2 SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 3 SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 4 SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 5 SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 6 SHAREHOLDER YES AGAINST FOR - ---------------------------------------------------------------------------------------------------- Issuer: AMERICAN ELECTRIC POWER COMPANY, INC Ticker: AEP CUSIP: 025537101 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: D.M. CARLTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.G. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.G. MORRIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: K.D. SULLIVAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.J. KUJAWA ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.A. HUDSON, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: E.R. BROOKS ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.W. FRI ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.P. DESBARRES ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.L. SANDOR ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING SEVERENCE SHAREHOLDER YES FOR AGAINST AGREEMENTS FOR EXECUTIVES PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING SUPPLEMENTAL SHAREHOLDER YES AGAINST FOR EXECUTIVE RETIREMENT PLANS PROPOSAL #05: SHAREHOLDER PROPOSAL ALLOWING INDEPENDENT SHAREHOLDER YES AGAINST FOR AUDITORS TO PERFORM ONLY AUDIT AND AUDIT RELATED WORK PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING TERM LIMITS SHAREHOLDER YES AGAINST FOR FOR DIRECTORS - ---------------------------------------------------------------------------------------------------- Issuer: AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG CUSIP: 026874107 Meeting Date 5/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: H. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: E. FUTTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. SULLIVAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: F. ZARB ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. GREENBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: P. CHIA ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. HOLBROOKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: F. HOENEMEYER ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. FELDSTEIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. AIDINOFF ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. COHEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. HILLS ISSUER YES FOR FOR ELECTION OF DIRECTOR: E. TSE ISSUER YES FOR FOR ELECTION OF DIRECTOR: D. KANAK ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. COHEN ISSUER YES FOR FOR PROPOSAL #02: ADOPT CHIEF EXECUTIVE OFFICER ANNUAL ISSUER YES FOR FOR COMPENSATION PLAN PROPOSAL #03: ADOPT A DIRECTOR STOCK PLAN ISSUER YES FOR FOR PROPOSAL #04: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR PROPOSAL #05: SHAREHOLDER PROPOSAL I DESCRIBED IN THE SHAREHOLDER YES ABSTAIN AGAINST PROXY STATEMENT PROPOSAL #06: SHAREHOLDER PROPOSAL II DESCRIBED IN THE SHAREHOLDER YES ABSTAIN AGAINST PROXY STATEMENT PROPOSAL #07: SHAREHOLDER PROPOSAL III DESCRIBED IN THE SHAREHOLDER YES ABSTAIN AGAINST PROXY STATEMENT - ---------------------------------------------------------------------------------------------------- Issuer: AMERISOURCEBERGEN CORPORATION Ticker: ABC CUSIP: 03073E105 Meeting Date 3/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KURT J. HILZINGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: AMR CORPORATION Ticker: AMR CUSIP: 001765106 Meeting Date 5/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROGER T. STAUBACH ISSUER YES FOR FOR ELECTION OF DIRECTOR: GERARD J. ARPEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: PHILIP J. PURCELL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOE M. RODGERS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JUDITH RODIN, PH.D. ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN W. BACHMANN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANN M. KOROLOGOS ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004. PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS. PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR CHANGE-IN-CONTROL AGREEMENTS. - ---------------------------------------------------------------------------------------------------- Issuer: ANTHEM, INC. Ticker: ATH CUSIP: 03674B104 Meeting Date 5/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: VICTOR S. LISS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES W. MCDOWELL, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE A. SCHAEFER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: ANTHEM, INC. Ticker: ATH CUSIP: 03674B104 Meeting Date 6/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF ISSUER YES FOR FOR ANTHEM, INC. COMMON STOCK PURSUANT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF OCTOBER 26, 2003, AMONG ANTHEM, ANTHEM HOLDING CORP. AND WELLPOINT, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. PROPOSAL #02: TO APPROVE THE AMENDMENT OF ANTHEM'S ISSUER YES FOR FOR ARTICLES OF INCORPORATION, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. - ---------------------------------------------------------------------------------------------------- Issuer: ARROW ELECTRONICS, INC. Ticker: ARW CUSIP: 042735100 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ROGER KING ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN N. HANSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN C. PATRICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: BARRY W. PERRY ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM E. MITCHELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: DANIEL W. DUVAL ISSUER YES FOR FOR ELECTION OF DIRECTOR: KAREN GORDON MILLS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN C. WADDELL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: RICHARD S. ROSENBLOOM ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF THE ADOPTION OF THE ARROW ISSUER YES FOR FOR ELECTRONICS, INC. 2004 OMNIBUS INCENTIVE PLAN. PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS ARROW'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. PROPOSAL #04: IN ACCORDANCE WITH THEIR DISCRETION UPON ISSUER YES AGAINST AGAINST SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. - ---------------------------------------------------------------------------------------------------- Issuer: ASHLAND INC. Ticker: ASH CUSIP: 044204105 Meeting Date 1/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ERNEST H. DREW ISSUER YES FOR FOR ELECTION OF DIRECTOR: MANNIE L. JACKSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL J. WARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: THEODORE M. SOLSO ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF ERNST & YOUNG AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR FISCAL 2004. - ---------------------------------------------------------------------------------------------------- Issuer: AVENTIS Ticker: N/A CUSIP: N/A Meeting Date 6/11/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #E.7: APPROVE TO COMPLY WITH THE NEW PROVISIONS ISSUER NO N/A N/A OF ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE TO AMEND PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE 7 OF THE COMPANY'S ARTICLES OF ASSOCIATION, PERTAINING TO THE NOTICE PERIOD FOR DECLARING THE CROSSING OF THRESHOLDS IN THE COMPANY'S SHARE CAPITAL AND THAT THIS PERIOD BE REDUCED TO 5 TRADING DAYS AS FROM THE DATE ON WHICH THE THRESHOLD HAS BEEN CROSSED FROM 15 DAYS PROPOSAL #E.8: AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE ISSUER NO N/A N/A COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD TO 3 YEARS FROM 5 YEARS PROPOSAL #E.9: AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE ISSUER NO N/A N/A COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS TO 3 YEARS FROM 5 YEARS PROPOSAL #O.1: APPROVE THE COMPANY'S FINANCIAL STATEMENTS ISSUER NO N/A N/A THE PARENT-COMPANY FINANCIAL STATEMENTS FOR THE YE 31 DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13 PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A STATEMENTS FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED NET PROFIT OF EUR 1,901,270,000 PROPOSAL #O.3: APPROVE THE APPROPRIATION OF EARNINGS AND ISSUER NO N/A N/A A NET DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23 AND THAT THE COUPON BE DETACHED ON 15 JUN 2004 AND THE DIVIDEND BE PAYABLE IN EUROS AS OF 15 JUL 2004 PROPOSAL #O.4: APPROVE THE AGREEMENTS MENTIONED IN THE ISSUER NO N/A N/A AUDITORS SPECIAL REPORT REGULATED AGREEMENTS PROPOSAL #O.5: AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE ISSUER NO N/A N/A UP TO A MAXIMUM OF 80,229,280 OF THE COMPANY'S OWN SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE THE TRADING PRICE OF THE COMPANY'S STOCK; B) BUY AND TO SELL THE COMPANY'S SHARES IN CONSIDERATION OF MARKET CONDITIONS; C) GRANT SHARES TO EMPLOYEES OR DIRECTORS AND OFFICERS OF THE COMPANY; D) HOLD SUCH SHARES AND TRANSFER THEM BY ANY MEANS, INCLUDING BY MEANS OF OPTION TRANSACTIONS, IN PARTICULAR VIA THEIR SALE ON THE STOCK MARKET OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE OR SALE OFFERINGS, AND THE PURCHASE OR THE SALE OF BUY OR SELL OPTIONS; E) USE SUCH SHARES IN ANY OTHER APPROPRIATE MANNER TO OPTIMIZE THE MANAGEMENT OF THE STOCKHOLDERS EQUITY OF THE COMPANY AND TO EFFECT TRANSACTIONS TO FURTHER THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL THE ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL NOT EXCEED EUR 100 AND THE MINIMUM SALE PRICE SHALL NOT BE LESS THAN EUR 50; AUTHORIZATION IS GRANTED FOR A PERIOD OF 18 MONTHS PROPOSAL #O.6: APPOINT MR. YVES NICOLAS AS A SUBSTITUTE ISSUER NO N/A N/A AUDITOR UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED TO VOTE ON THE ACCOUNTS FOR 2005 PROPOSAL #O.10: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. JEAN-MARC BRUEL AS A MEMBER OF SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.11: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. MARTIN FRUHAUF AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.12: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. SERGE KAMPF AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.13: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. HUBERT MARKL AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.14: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. GUNTER METZ AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.15: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.16: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.17: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. MICHEL RENAULT AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.18: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.19: APPROVE THE RENEWAL OF THE TERM OF ISSUER NO N/A N/A APPOINTMENT OF MR. MARC VIENOT AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS PROPOSAL #O.20: GRANT FULL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A OR EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING PURPOSES - ---------------------------------------------------------------------------------------------------- Issuer: AVENTIS S.A. Ticker: AVE CUSIP: 053561106 Meeting Date 6/11/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #E7: APPROVAL TO AMEND ARTICLE 7 OF THE ARTICLES ISSUER NO N/A N/A OF ASSOCIATION AND BY-LAWS PROPOSAL #E8: APPROVAL TO AMEND ARTICLE 11 OF THE ISSUER NO N/A N/A ARTICLES OF ASSOCIATION AND BY-LAWS-MANAGEMENT BOARD PROPOSAL #E9: APPROVAL TO AMEND ARTICLE 13 OF THE ISSUER NO N/A N/A ARTICLES OF ASSOCIATION AND BY-LAWS-SUPERVISORY BOARD PROPOSAL #O1: APPROVAL OF THE 2003 PARENT-COMPANY ISSUER NO N/A N/A FINANCIAL STATEMENTS PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A STATEMENTS 2003 PROPOSAL #O3: APPROVAL OF THE APPROPRIATION OF EARNINGS ISSUER NO N/A N/A AND APPROVAL OF A DIVIDEND OF EURO 0.82 FOR DISTRIBUTION PROPOSAL #O4: APPROVAL OF REGULATED AGREEMENTS ISSUER NO N/A N/A PROPOSAL #O5: APPROVAL OF THE INSTITUTION OF A SHARE ISSUER NO N/A N/A REPURCHASE PROGRAM PROPOSAL #O6: APPROVAL OF THE APPOINTMENT OF MR. YVES ISSUER NO N/A N/A NICOLAS 32 RUE GUERSANT - 75017 PARIS, AS SUBSTITUTE AUDITOR PROPOSAL #O10: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. JEAN-MARC BRUEL PROPOSAL #O11: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. MARTIN FRUEHAUF PROPOSAL #O12: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. SERGE KAMPF PROPOSAL #O13: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. HUBERT MARKL PROPOSAL #O14: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. GUNTER METZ PROPOSAL #O15: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. DIDIER PINEAU-VALENCIENNE PROPOSAL #O16: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MS. SEHAM RAZZOUQI PROPOSAL #O17: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. MICHEL RENAULT PROPOSAL #O18: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. HANS-JUERGEN SCHINZLER PROPOSAL #O19: APPROVAL OF THE RENEWAL OF THE MANDATE OF ISSUER NO N/A N/A A SUPERVISORY BOARD MEMBER, MR. MARC VIENOT PROPOSAL #O20: APPROVAL OF THE GRANTING OF ISSUER NO N/A N/A POWER-OF-ATTORNEY FOR ALL FORMALITIES IN CONNECTION WITH THE ANNUAL GENERAL MEETING - ---------------------------------------------------------------------------------------------------- Issuer: AVNET, INC. Ticker: AVT CUSIP: 053807103 Meeting Date 11/6/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ELEANOR BAUM ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROY VALLEE ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: FREDERIC SALERNO ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAMES A. LAWRENCE ISSUER YES FOR FOR ELECTION OF DIRECTOR: EHUD HOUMINER ISSUER YES FOR FOR ELECTION OF DIRECTOR: LAWRENCE W. CLARKSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. VERONICA BIGGINS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVAL OF THE 2003 STOCK COMPENSATION ISSUER YES AGAINST AGAINST PLAN. PROPOSAL #03: APPROVAL TO AMEND THE AVNET EMPLOYEE STOCK ISSUER YES FOR FOR PURCHASE PLAN. PROPOSAL #04: RATIFICATION OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 3, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: AXCELIS TECHNOLOGIES, INC. Ticker: ACLS CUSIP: 054540109 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALEXANDER M. CUTLER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: PATRICK H. NETTLES ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITORS. - ---------------------------------------------------------------------------------------------------- Issuer: BANK OF AMERICA CORPORATION Ticker: BAC CUSIP: 060505104 Meeting Date 3/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: ADOPTION OF THE MERGER AGREEMENT ISSUER YES FOR FOR PROPOSAL #02: ADOPTION OF BANK OF AMERICA'S AMENDED STOCK ISSUER YES FOR FOR PLAN PROPOSAL #03: ADOPTION OF AN AMENDMENT TO INCREASE THE ISSUER YES FOR FOR NUMBER OF AUTHORIZED SHARES OF BANK OF AMERICA COMMON STOCK PROPOSAL #04: APPROVAL OF PROPOSAL TO ADJOURN THE BANK OF ISSUER YES FOR FOR AMERICA SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES - ---------------------------------------------------------------------------------------------------- Issuer: BANK OF AMERICA CORPORATION Ticker: BAC CUSIP: 060505104 Meeting Date 5/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES W. COKER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES H. HANCE, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONALD E. GUINN ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD L. ROMERO ISSUER YES FOR FOR ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. STEVEN MCMILLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS J. MAY 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: KENNETH D. LEWIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC ISSUER YES FOR FOR ACCOUNTANTS PROPOSAL #03: STOCKHOLDER PROPOSAL - ANNUAL MEETING DATE SHAREHOLDER YES AGAINST FOR PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF SHAREHOLDER YES AGAINST FOR DIRECTORS PROPOSAL #05: STOCKHOLDER PROPOSAL - CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS PROPOSAL #06: STOCKHOLDER PROPOSAL - MUTUAL FUND TRADING SHAREHOLDER YES AGAINST FOR POLICIES PROPOSAL #07: STOCKHOLDER PROPOSAL - PRIVACY AND SHAREHOLDER YES ABSTAIN AGAINST INFORMATION SECURITY - ---------------------------------------------------------------------------------------------------- Issuer: BEARINGPOINT, INC. Ticker: BE CUSIP: 074002106 Meeting Date 11/4/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALICE M. RIVLIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: RANDOLPH C. BLAZER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RODERICK C. MCGEARY ISSUER YES WITHHOLD AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: BELLSOUTH CORPORATION Ticker: BLS CUSIP: 079860102 Meeting Date 4/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JAMES H. BLANCHARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES FOR FOR PROPOSAL #02: RATIFY THE INDEPENDENT AUDITOR ISSUER YES FOR FOR PROPOSAL #03: APPROVE AMENDMENT TO ELECT DIRECTORS ISSUER YES FOR FOR ANNUALLY PROPOSAL #04: APPROVE THE STOCK AND INCENTIVE ISSUER YES FOR FOR COMPENSATION PLAN PROPOSAL #05: SHAREHOLDER PROPOSAL RE: EXECUTIVE SHAREHOLDER YES AGAINST FOR COMPENSATION PROPOSAL #06: SHAREHOLDER PROPOSAL RE: CEO COMPENSATION SHAREHOLDER YES AGAINST FOR PROPOSAL #07: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST POLITICAL CONTRIBUTIONS - ---------------------------------------------------------------------------------------------------- Issuer: BOISE CASCADE CORPORATION Ticker: BCC CUSIP: 097383103 Meeting Date 12/9/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: APPROVE AND ADOPT THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR MERGER AMONG BOISE CASCADE CORPORATION, CHALLIS CORPORATION, AND OFFICEMAX, INC., INCLUDING AUTHORIZING THE ISSUANCE OF SHARES OF BOISE CASCADE CORPORATION COMMON STOCK IN THE MERGER. PROPOSAL #02: APPROVE AND ADOPT AN AMENDMENT TO THE 2003 ISSUER YES AGAINST AGAINST BOISE INCENTIVE AND PERFORMANCE PLAN TO AUTHORIZE 4,800,000 ADDITIONAL SHARES OF BOISE CASCADE CORPORATION COMMON STOCK FOR ISSUANCE UNDER THE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: BOISE CASCADE CORPORATION Ticker: BCC CUSIP: 097383103 Meeting Date 4/15/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CLAIRE S. FARLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAKESH GANGWAL ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY G. MICHAEL ISSUER YES FOR FOR ELECTION OF DIRECTOR: A. WILLIAM REYNOLDS ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF KPMG LLP AS INDEPENDENT ISSUER YES FOR FOR ACCOUNTANTS FOR 2004. PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING SEPARATION SHAREHOLDER YES AGAINST FOR OF POSITION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. - ---------------------------------------------------------------------------------------------------- Issuer: BORGWARNER INC. Ticker: BWA CUSIP: 099724106 Meeting Date 4/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JERE A. DRUMMOND ISSUER YES FOR FOR ELECTION OF DIRECTOR: ERNEST J. NOVAK, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: TIMOTHY M. MANGANELLO ISSUER YES FOR FOR PROPOSAL #02: TO VOTE UPON A PROPOSAL TO APPROVE THE ISSUER YES FOR FOR BORGWARNER INC. 2004 STOCK INCENTIVE PLAN. PROPOSAL #03: TO VOTE UPON A PROPOSAL TO APPROVE AN ISSUER YES FOR FOR AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY IN ORDER TO PERMIT, AMONG OTHER THINGS, A 2-FOR-1 STOCK SPLIT. PROPOSAL #04: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: BP P.L.C. Ticker: BP CUSIP: 055622104 Meeting Date 4/15/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MR H M P MILES ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DR B E GROTE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LORD BROWNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: SIR IAN PROSSER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: SIR ROBIN NICHOLSON ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MR R L OLVER ISSUER YES FOR FOR PROPOSAL #07: TO ELECT MR A BURGMANS AS A DIRECTOR ISSUER YES FOR FOR PROPOSAL #08: TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES AGAINST AGAINST PROPOSAL #09: TO AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR FOR COMPANY PROPOSAL #10: TO GIVE AUTHORITY TO ALLOT SHARES UP TO A ISSUER YES FOR FOR SPECIFIED AMOUNT PROPOSAL #11: 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 #12: SPECIAL RESOLUTION: TO GIVE LIMITED ISSUER YES FOR FOR AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY PROPOSAL #13: TO AUTHORISE THE USE OF TREASURY SHARES FOR ISSUER YES FOR FOR EMPLOYEE SHARE SCHEMES PROPOSAL #14: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES ABSTAIN AGAINST REPORT PROPOSAL #15: TO DETERMINE THE LIMIT FOR THE AGGREGATE ISSUER YES FOR FOR REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSAL #16: TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ISSUER YES FOR FOR THE ACCOUNTS PROPOSAL #17: SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT SHAREHOLDER YES ABSTAIN AGAINST THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS - ---------------------------------------------------------------------------------------------------- Issuer: BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY CUSIP: 110122108 Meeting Date 5/4/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.V. GERSTNER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF INDEPENDENT AUDITORS ISSUER YES FOR FOR PROPOSAL #03: PUBLICATION OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #04: PROHIBITION OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: SEPARATION OF CHAIRMAN AND CEO POSITIONS SHAREHOLDER YES AGAINST FOR PROPOSAL #06: HIV/AIDS-TB-MALARIA SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #07: DIRECTOR VOTE THRESHOLD SHAREHOLDER YES AGAINST FOR - ---------------------------------------------------------------------------------------------------- Issuer: BURLINGTON NORTHERN SANTA FE CORPORA Ticker: BNI CUSIP: 12189T104 Meeting Date 4/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: M.J. SHAPIRO ISSUER YES FOR FOR ELECTION OF DIRECTOR: V.S. MARTINEZ ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J.C. WATTS, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.K. ROSE ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.B. YANNEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.H. WEST ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.F. RACICOT ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: A.L. BOECKMANN ISSUER YES FOR FOR ELECTION OF DIRECTOR: E.E. WHITACRE, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.S. WHISLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.S. ROBERTS ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF THE BURLINGTON NORTHERN SANTA ISSUER YES FOR FOR FE 1999 STOCK INCENTIVE PLAN, AS PROPOSED TO BE AMENDED AND RESTATED. PROPOSAL #03: ADVISE ON THE SELECTION OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: CANADIAN NATIONAL RAILWAY Ticker: CNI CUSIP: 136375102 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: E. HUNTER HARRISON ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENIS LOSIER ISSUER YES FOR FOR ELECTION OF DIRECTOR: HUGH J. BOLTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: PURDY CRAWFORD ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.V. RAYMOND CYR ISSUER YES FOR FOR ELECTION OF DIRECTOR: HON. EDWARD C. LUMLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID G.A. MCLEAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES K. GRAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: GILBERT H. LAMPHERE ISSUER YES FOR FOR ELECTION OF DIRECTOR: AMB. GORDON D. GIFFIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT PACE ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL R. ARMELLINO ISSUER YES FOR FOR ELECTION OF DIRECTOR: A. CHARLES BAILLIE ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDITH E. HOLIDAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: V.M. KEMPSTON DARKES ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF KPMG LLP AS AUDITORS. ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: CAPITAL ONE FINANCIAL CORPORATION Ticker: COF CUSIP: 14040H105 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MAYO A. SHATTUCK, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEWIS HAY, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. RONALD DIETZ ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS OF THE CORPORATION FOR 2004. PROPOSAL #03: APPROVAL OF CAPITAL ONE'S 2004 STOCK ISSUER YES FOR FOR INCENTIVE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: CHEVRONTEXACO CORPORATION Ticker: CVX CUSIP: 166764100 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.A. HILLS ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.R. SHOEMATE 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: P.J. ROBERTSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.B. JOHNSTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR PROPOSAL #03: SHOW SUPPORT FOR THE STOCKHOLDER RIGHTS ISSUER YES FOR FOR PLAN POLICY PROPOSAL #04: APPROVAL OF THE LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR PROPOSAL #05: HIV/AIDS, TUBERCULOSIS, AND MALARIA SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #06: POLITICAL DISCLOSURE SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #07: DIRECTOR ELECTION VOTE THRESHOLD SHAREHOLDER YES AGAINST FOR PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #09: RENEWABLE ENERGY SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: CHUBB CORPORATION Ticker: CB CUSIP: 171232101 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID H. HOAG ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: SHEILA P. BURKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOEL J. COHEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES M. CORNELIUS ISSUER YES FOR FOR ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LAWRENCE M. SMALL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JOHN D. FINNEGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DANIEL E. SOMERS ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALFRED W. ZOLLAR ISSUER YES FOR FOR ELECTION OF DIRECTOR: ZOE BAIRD ISSUER YES FOR FOR ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVE THE ADOPTION OF THE CHUBB ISSUER YES AGAINST AGAINST CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004) PROPOSAL #03: APPROVE THE ADOPTION OF THE CHUBB ISSUER YES AGAINST AGAINST CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004) PROPOSAL #04: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ISSUER YES FOR FOR AS INDEPENDENT AUDITORS FOR 2004 PROPOSAL #05: SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND Ticker: N/A CUSIP: N/A Meeting Date 5/14/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #E.12: APPROVE STOCK OPTION GRANTS ISSUER YES AGAINST N/A PROPOSAL #E.13: ISSUE SHARES TO COMPANY SAVINGS PLAN ISSUER YES AGAINST N/A PARTICIPANTS PROPOSAL #O.1: APPROVAL OF THE CORPORATE ACCOUNTS FOR ISSUER YES FOR N/A 2003; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT, AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY APPROVES THE COMPANY ACCOUNTS FOR 2003 AND THE PROFIT RECORDED THEREIN OF EUR 178,237,815.34. THE GENERAL MEETING HEREBY APPROVES THE OPERATIONS DESCRIBED IN THE ABOVE ACCOUNTS AND INDICATED IN THE ABOVE REPORTS, SPECIFICALLY, AND IN SO FAR AS IS NECESSARY, THOSE AFFECTING THE VARIOUS RESERVE ACCOUNTS. PROPOSAL #O.2: SET DIVIDEND; ALLOCATE PROFITS ISSUER YES FOR N/A PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR ISSUER YES FOR N/A 2003; THE GENERAL MEETING, HAVING HEARD THE MANAGEMENT PARTNERS REPORT, THE AUDITORS REPORT, AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY APPROVES THE CONSOLIDATED ACCOUNTS FOR 2003 AND THE PROFIT OF EUR 328,862,182.56 RECORDED THEREIN. PROPOSAL #O.4: REGULATED AGREEMENTS; THE GENERAL MEETING ISSUER YES FOR N/A HAVING HEARD THE SPECIAL AUDITORS REPORT ON THE AGREEMENTS DESCRIBED IN ARTICLE L 226-10 OF THE FRENCH COMMERCIAL CODE, HEREBY APPROVES THE SAID REPORT AND DULY RECORDS THAT THERE ARE NO AGREEMENTS OF THIS TYPE TO BE SUBMITTED FOR APPROVAL. PROPOSAL #O.5: RENEWAL OF THE TERM OF OFFICE OF A MEMBER ISSUER YES ABSTAIN N/A OF THE SUPERVISORY BOARD; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY RE-ELECTS MR. ERIC BOURDAIS DE CHARBONNIERE TO THE SUPERVISORY BOARD FOR A TERM OF FIVE YEARS, THE SAID TERM TO EXPIRE AT THE GENERAL MEETING OF 2009 FOR THE ADOPTION OF THE ACCOUNTS FOR 2008 PROPOSAL #O.6: RENEWAL OF THE TERM OF OFFICE OF A MEMBER ISSUER YES ABSTAIN N/A OF THE SUPERVISORY BOARD; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY RE-ELECTS MR. FRANCOIS GRAPPOTTE TO THE SUPERVISORY BOARD FOR A TERM OF FIVE YEARS, THE SAID TERM TO EXPIRE AT THE GENERAL MEETING OF 2009 FOR THE ADOPTION OF THE ACCOUNTS FOR 2008. PROPOSAL #O.7: APPOINTMENT OF AN AUDITOR; THE GENERAL ISSUER YES FOR N/A MEETING, HAVING HEARD THE REPORT OF THE SUPERVISORY BOARD AND NOTING THAT THE TERM OF APPOINTMENT OF THE AUDITOR MR. DOMINIQUE PAUL IS NEARING EXPIRY, HEREBY APPOINTS PRICEWATERHOUSECOOPERS AUDIT, OF 32, RUE GUERSANT - 75017 PARIS, TO REPLACE HIM FOR A TERM OF 6 YEARS TO TERMINATE AT THE CLOSING OF THE GENERAL MEETING CONVENED IN 2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009. PROPOSAL #O.8: APPOINTMENT OF AN ADDITIONAL AUDITOR; THE ISSUER YES ABSTAIN N/A GENERAL MEETING, HAVING THE REPORT OF THE SUPERVISORY BOARD HEREBY APPOINTS, FOR A TERM OF 6 YEARS TO TERMINATE AFTER THE CLOSING OF THE GENERAL MEETING CONVENED IN 2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009, TO AUDIT THE ACCOUNTS FOR THE YEAR 2009, MR. PIERRE COLL, 32, RUE GUERSANT - 75017 PARIS, AS AUDITOR IN ADDITION TO PRICEWATERHOUSECOOPERS AUDIT. PROPOSAL #O.10: APPOINTMENT OF AN ADDITIONAL AUDITOR; THE ISSUER YES ABSTAIN N/A GENERAL MEETING, HAVING THE REPORT OF THE SUPERVISORY BOARD HEREBY APPOINTS, FOR A TERM OF 6 YEARS TO TERMINATE AFTER THE CLOSING OF THE GENERAL MEETING CONVENED IN 2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009, TO AUDIT THE ACCOUNTS FOR THE YEAR 2009, MR. JACQUES ZAKS, 20 B, RUE BOISSIERE - 75116 PARIS, AS AUDITOR IN ADDITION TO COREVISE. PROPOSAL #O.11: AUTHORIZE TRADE IN COMPANY STOCK ISSUER YES FOR N/A PROPOSAL #O.9: APPOINTMENT OF AN AUDITOR; THE GENERAL ISSUER YES ABSTAIN N/A MEETING, HAVING HEARD THE REPORT OF THE SUPERVISORY BOARD AND NOTING THAT THE TERM OF APPOINTMENT OF THE AUDITOR MR. STEPHANE MARIE IS NEARING EXPIRY, HEREBY APPOINTS COREVISE, 20 B, RUE BOISSIERE - 75116 PARIS TO REPLACE HIM FOR A TERM OF 6 YEARS TO TERMINATE AFTER THE CLOSING OF THE GENERAL MEETING CONVENED IN 2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009. - ---------------------------------------------------------------------------------------------------- Issuer: CISCO SYSTEMS, INC. Ticker: CSCO CUSIP: 17275R102 Meeting Date 11/11/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JAMES C. MORGAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: RODERICK C. MCGEARY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN T. CHAMBERS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JERRY YANG ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: STEVEN M. WEST ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: CAROL A. BARTZ ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DONALD T. VALENTINE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LARRY R. CARTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN P. MORGRIDGE ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. JAMES F. GIBBONS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO APPROVE AN AMENDMENT AND RESTATEMENT OF ISSUER YES FOR FOR THE EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ISSUER YES AGAINST AGAINST PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2004. PROPOSAL #04: PROPOSAL SUBMITTED BY A SHAREHOLDER THAT SHAREHOLDER YES ABSTAIN AGAINST THE BOARD PREPARE A REPORT EACH FISCAL YEAR ON CISCO HARDWARE AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES AND STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. PROPOSAL #05: PROPOSAL SUBMITTED BY SHAREHOLDERS THAT THE SHAREHOLDER YES AGAINST FOR BOARD'S COMPENSATION COMMITTEE PREPARE AND MAKE AVAILABLE BY JANUARY 1, 2004, A REPORT COMPARING TOTAL COMPENSATION OF THE COMPANY'S TOP EXECUTIVES AND ITS LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF SPECIFIC DATES, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. - ---------------------------------------------------------------------------------------------------- Issuer: CIT GROUP INC. Ticker: CIT CUSIP: 125581108 Meeting Date 5/12/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALBERT R. GAMPER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: HON. THOMAS H. KEAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MARIANNE MILLER PARRS ISSUER YES FOR FOR ELECTION OF DIRECTOR: PETER J. TOBIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEFFREY M. PEEK ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN R. RYAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY C. BUTLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM A. FARLINGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM M. FREEMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: EDWARD J. KELLY, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR AS INDEPENDENT ACCOUNTANTS. PROPOSAL #03: TO TRANSACT SUCH OTHER BUSINESS THAT MAY ISSUER YES AGAINST AGAINST COME BEFORE THE MEETING. - ---------------------------------------------------------------------------------------------------- Issuer: CITIGROUP INC. Ticker: C CUSIP: 172967101 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANDRALL E. PEARSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: SANFORD I. WEILL ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE DAVID ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH T. DERR ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR LLP AS CITIGROUP'S INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: 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 #04: STOCKHOLDER PROPOSAL REQUESTING A REPORT ON SHAREHOLDER YES ABSTAIN AGAINST POLITICAL CONTRIBUTIONS. PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES AGAINST FOR DISCONTINUATION OF ALL RIGHTS, OPTIONS, SAR'S AND POSSIBLE SEVERANCE PAYMENTS TO THE TOP 5 OF MANAGEMENT. PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES. - ---------------------------------------------------------------------------------------------------- Issuer: COMCAST CORPORATION Ticker: CMCSA CUSIP: 20030N101 Meeting Date 5/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: SHELDON M. BONOVITZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL I. SOVERN ISSUER YES FOR FOR ELECTION OF DIRECTOR: RALPH J. ROBERTS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JULIAN A. BRODSKY ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRIAN L. ROBERTS ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH J. BACON ISSUER YES FOR FOR ELECTION OF DIRECTOR: S. DECKER ANSTROM ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSEPH L. CASTLE, II ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. MICHAEL COOK ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. JUDITH RODIN ISSUER YES FOR FOR PROPOSAL #02: INDEPENDENT AUDITORS. ISSUER YES FOR FOR PROPOSAL #03: 2002 RESTRICTED STOCK PLAN. ISSUER YES FOR FOR PROPOSAL #04: AMENDMENT TO ARTICLES OF INCORPORATION. ISSUER YES FOR FOR PROPOSAL #05: ESTABLISH A TWO-THIRDS INDEPENDENT BOARD. SHAREHOLDER YES AGAINST FOR PROPOSAL #06: DISCLOSE POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #07: NOMINATE TWO DIRECTORS FOR EVERY OPEN SHAREHOLDER YES AGAINST FOR DIRECTORSHIP. PROPOSAL #08: LIMIT COMPENSATION FOR SENIOR EXECUTIVES. SHAREHOLDER YES AGAINST FOR PROPOSAL #09: ADOPT A RECAPITALIZATION PLAN. SHAREHOLDER YES FOR AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: CONOCOPHILLIPS Ticker: COP CUSIP: 20825C104 Meeting Date 5/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR ELECTION OF DIRECTOR: RUTH R. HARKIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM R. RHODES ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. STAPLETON ROY ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITORS PROPOSAL #03: AUTHORIZE THE 2004 OMNIBUS STOCK AND ISSUER YES FOR FOR PERFORMANCE INCENTIVE PLAN PROPOSAL #04: OFFICER & DIRECTOR COMPENSATION SHAREHOLDER YES AGAINST FOR PROPOSAL #05: COMMONSENSE EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR PROPOSAL #06: ANWR DRILLING SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: CONSTELLATION ENERGY GROUP, INC. Ticker: CEG CUSIP: 210371100 Meeting Date 5/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JAMES T. BRADY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT J. LAWLESS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES R. CURTISS ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD J. KELLY, III ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR AS INDEPENDENT AUDITORS FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: CONTINENTAL AIRLINES, INC. Ticker: CAL CUSIP: 210795308 Meeting Date 3/12/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: GORDON M. BETHUNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD B. WOODARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES A. YAMARONE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR. ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: LAWRENCE W. KELLNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY L. MEYER III ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE G. C. PARKER ISSUER YES FOR FOR ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL ISSUER YES WITHHOLD AGAINST PROPOSAL #02: PROPOSAL TO ADOPT 2004 EMPLOYEE STOCK ISSUER YES FOR FOR PURCHASE PLAN PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR PROPOSAL #04: PROPOSAL TO RECOMMEND RETENTION OF ISSUER YES AGAINST AGAINST STOCKHOLDERS RIGHTS AGREEMENT PROPOSAL #05: PROPOSAL OF STOCKHOLDER SHAREHOLDER YES FOR AGAINST PROPOSAL #06: PLEASE MARK THE FOR BOX ONLY IF ANY STOCK ISSUER YES ABSTAIN N/A OWNED OF RECORD OR BENEFICIALLY BY YOU IS OWNED OR CONTROLLED BY NON-U.S. CITIZENS (AS DEFINED IN THE PROXY STATEMENT). - ---------------------------------------------------------------------------------------------------- Issuer: COOPER INDUSTRIES, LTD. Ticker: CBE CUSIP: G24182100 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: D.F. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: G.B. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.G. BUTLER ISSUER YES FOR FOR PROPOSAL #02: APPOINT ERNST & YOUNG AS INDEPENDENT ISSUER YES FOR FOR AUDITORS FOR THE YEAR ENDING 12/31/2004. PROPOSAL #03: APPROVE THE AMENDED AND RESTATED STOCK ISSUER YES FOR FOR INCENTIVE PLAN. PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND SHAREHOLDER YES ABSTAIN AGAINST ENVIRONMENTAL ISSUES RELATED TO SUSTAINABILITY. PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE SHAREHOLDER YES AGAINST FOR EQUITY COMPENSATION PLANS. - ---------------------------------------------------------------------------------------------------- Issuer: CORNING INCORPORATED Ticker: GLW CUSIP: 219350105 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JEREMY R. KNOWLES ISSUER YES FOR FOR ELECTION OF DIRECTOR: WENDELL P. WEEKS ISSUER YES FOR FOR ELECTION OF DIRECTOR: HANSEL E. TOOKES II ISSUER YES FOR FOR ELECTION OF DIRECTOR: EUGENE C. SIT ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2004. PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO SEVERANCE SHAREHOLDER YES FOR AGAINST AGREEMENTS WITH SENIOR EXECUTIVES. - ---------------------------------------------------------------------------------------------------- Issuer: COX COMMUNICATIONS, INC. Ticker: COX CUSIP: 224044107 Meeting Date 5/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RODNEY W. SCHROCK ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES O. ROBBINS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROBERT C. O'LEARY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAMES C. KENNEDY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ANDREW J. YOUNG ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: G. DENNIS BERRY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JANET M. CLARKE ISSUER YES FOR FOR PROPOSAL #02: ADOPTION OF THE 2004 EMPLOYEE STOCK ISSUER YES FOR FOR PURCHASE PLAN - ---------------------------------------------------------------------------------------------------- Issuer: CROWN HOLDINGS, INC. Ticker: CCK CUSIP: 228368106 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOHN W. CONWAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ARNOLD W. DONALD ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALAN W. RUTHERFORD ISSUER YES FOR FOR ELECTION OF DIRECTOR: G. FRED DIBONA, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: HAROLD A. SORGENTI ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS A. RALPH ISSUER YES FOR FOR ELECTION OF DIRECTOR: JENNE K. BRITELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: HUGUES DU ROURET ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM G. LITTLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: HANS J. LOLIGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARIE L. GARIBALDI ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS. ISSUER YES FOR FOR PROPOSAL #03: RESOLUTION TO ADOPT THE STOCK COMPENSATION ISSUER YES FOR FOR PLAN FOR NON-EMPLOYEE DIRECTORS. PROPOSAL #04: RESOLUTION TO ADOPT THE 2004 STOCK-BASED ISSUER YES FOR FOR INCENTIVE COMPENSATION PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: CSX CORPORATION Ticker: CSX CUSIP: 126408103 Meeting Date 5/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: R.D. KUNISCH ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.E. RICE ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.C. RICHARDSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.J. SHEPARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.S. ROYAL, M.D. ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.L. BURRUS, JR. ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: S.J. MORCOTT ISSUER YES FOR FOR ELECTION OF DIRECTOR: E.J. KELLY, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.M. RATCLIFFE ISSUER YES FOR FOR ELECTION OF DIRECTOR: E.E. BAILEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.J. WARD ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING EXECUTIVE SHAREHOLDER YES AGAINST FOR COMPENSATION. PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON PILL SHAREHOLDER YES AGAINST FOR PROVISIONS. PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING SEVERANCE SHAREHOLDER YES FOR AGAINST AGREEMENTS. - ---------------------------------------------------------------------------------------------------- Issuer: EATON CORPORATION Ticker: ETN CUSIP: 278058102 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: E. GREEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: M.J. CRITELLI ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: K.M. PATEL ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF 2004 STOCK PLAN ISSUER YES AGAINST AGAINST PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITORS - ---------------------------------------------------------------------------------------------------- Issuer: ENCANA CORPORATION Ticker: ECA CUSIP: 292505104 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MICHAEL A. GRANDIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: RALPH S. CUNNINGHAM ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICK D. DANIEL ISSUER YES FOR FOR ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM R. FATT ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD F. HASKAYNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS A. SHARP ISSUER YES FOR FOR ELECTION OF DIRECTOR: GWYN MORGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: KEN F. MCCREADY ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID P. O'BRIEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: IAN W. DELANEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JANE L. PEVERETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: DALE A. LUCAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL N. CHERNOFF ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES M. STANFORD ISSUER YES FOR FOR ELECTION OF DIRECTOR: BARRY W. HARRISON ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF AUDITORS - ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS. PROPOSAL #03: CONFIRMATION OF NEW BY-LAW NO. 1 (AS ISSUER YES FOR FOR DESCRIBED ON PAGE 8 AND IN APPENDIX A OF THE ACCOMPANYING INFORMATION CIRCULAR). PROPOSAL #04: APPROVAL OF AMENDMENTS AND RECONFIRMATION ISSUER YES FOR FOR OF THE SHAREHOLDER RIGHTS PLAN (AS DESCRIBED ON PAGES 8-11 AND IN APPENDIX B OF THE ACCOMPANYING INFORMATION CIRCULAR). - ---------------------------------------------------------------------------------------------------- Issuer: ENGELHARD CORPORATION Ticker: EC CUSIP: 292845104 Meeting Date 5/6/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DAVID L. BURNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES V. NAPIER ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: ENTERGY CORPORATION Ticker: ETR CUSIP: 29364G103 Meeting Date 5/14/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: B.A. STEINHAGEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: K.A. MURPHY ISSUER YES FOR FOR ELECTION OF DIRECTOR: P.W. MURRILL ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. NICHOLS ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.C. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.A. PERCY, II ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.H. REILLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.C. HINTZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: A.M. HERMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.V. WILKINSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. V.D. LUFT ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.W. LEONARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.P. DEMING ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.D. DEBREE ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.S. BATEMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.F. BLOUNT ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF EXTERNAL AUDITORS. ISSUER YES FOR FOR PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING LIMITING SHAREHOLDER YES FOR AGAINST BENEFITS PAYABLE UNDER SEVERANCE AGREEMENTS. PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING CUMULATIVE SHAREHOLDER YES AGAINST FOR VOTING. PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING COMPENSATION SHAREHOLDER YES AGAINST FOR FOR THE TOP FIVE EXECUTIVES. - ---------------------------------------------------------------------------------------------------- Issuer: EXXON MOBIL CORPORATION Ticker: XOM CUSIP: 30231G102 Meeting Date 5/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.R. RAYMOND ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: H.J. LONGWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE ISSUER YES FOR FOR 27). PROPOSAL #03: APPROVAL OF 2004 NON-EMPLOYEE DIRECTOR ISSUER YES FOR FOR RESTRICTED STOCK PLAN (PAGE 28). PROPOSAL #04: POLITICAL CONTRIBUTIONS (PAGE 30). SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: POLITICAL CONTRIBUTIONS REPORT (PAGE 32). SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #06: MEDIA RESPONSE ON EQUATORIAL GUINEA (PAGE SHAREHOLDER YES ABSTAIN AGAINST 34). PROPOSAL #07: BOARD CHAIRMAN AND CEO (PAGE 37). SHAREHOLDER YES AGAINST FOR PROPOSAL #08: EXECUTIVE COMPENSATION (PAGE 39). SHAREHOLDER YES AGAINST FOR PROPOSAL #09: EQUITY COMPENSATION REPORT (PAGE 40). SHAREHOLDER YES AGAINST FOR PROPOSAL #10: AMENDMENT OF EEO POLICY (PAGE 42). SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #11: CLIMATE SCIENCE REPORT (PAGE 44). SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: FANNIE MAE Ticker: FNM CUSIP: 313586109 Meeting Date 5/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: K.M. DUBERSTEIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: H.P. SWYGERT ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.D. RAINES ISSUER YES FOR FOR ELECTION OF DIRECTOR: L. RAHL ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.B. ASHLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: T.P. GERRITY ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.K. PICKETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.H. MUDD ISSUER YES FOR FOR ELECTION OF DIRECTOR: T. HOWARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: A.M. MULCAHY ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.B. MARRON ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.V. MALEK ISSUER YES FOR FOR ELECTION OF DIRECTOR: A. KOROLOGOS ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE SELECTION OF AUDITORS ISSUER YES FOR FOR PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE FANNIE MAE ISSUER YES FOR FOR EMPLOYEE STOCK PURCHASE PLAN PROPOSAL #04: STOCKHOLDER PROPOSAL TO REINSTATE SHAREHOLDER YES AGAINST FOR CUMULATIVE VOTING - ---------------------------------------------------------------------------------------------------- Issuer: FEDERAL HOME LOAN MORTGAGE CORPORATI Ticker: FRE CUSIP: 313400301 Meeting Date 3/31/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: SHAUN F. O'MALLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD F. POE ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN A. ROSS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOAN E. DONOGHUE ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONALD J. SCHUENKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY KAUFMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE D. GOULD ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHELLE ENGLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD F. SYRON ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHRISTINA SEIX ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD KARL GOELTZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM J. TURNER ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2003 - ---------------------------------------------------------------------------------------------------- Issuer: FEDERATED DEPARTMENT STORES, INC. Ticker: FD CUSIP: 31410H101 Meeting Date 5/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KARL M. VON DER HEYDEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSEPH A. PICHLER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JOSEPH NEUBAUER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: SARA LEVINSON ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR FEDERATED'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005. PROPOSAL #03: TO AMEND FEDERATED'S 1995 EXECUTIVE EQUITY ISSUER YES AGAINST AGAINST INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF FEDERATED'S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN. PROPOSAL #04: TO ACT UPON A STOCKHOLDER PROPOSAL TO TAKE SHAREHOLDER YES FOR AGAINST THE NECESSARY STEPS TO ADOPT A SYSTEM FOR THE ANNUAL ELECTION OF ALL OF FEDERATED'S DIRECTORS. - ---------------------------------------------------------------------------------------------------- Issuer: FIRSTENERGY CORP. Ticker: FE CUSIP: 337932107 Meeting Date 5/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: C.A. REIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: P.T. ADDISON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.C. SAVAGE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: E.J. NOVAK, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.M. PIETRUSKI ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF AUDITOR ISSUER YES FOR FOR PROPOSAL #03: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES FOR FOR REGULATIONS TO DECLASSIFY THE BOARD OF DIRECTORS PROPOSAL #04: APPROVAL OF AMENDMENTS TO THE ARTICLES OF ISSUER YES FOR FOR INCORPORATION AND CODE OF REGULATIONS TO CHANGE CERTAIN VOTING REQUIREMENTS PROPOSAL #05: APPROVAL OF EXISTING EXECUTIVE DEFERRED ISSUER YES FOR FOR COMPENSATION PLAN PROPOSAL #06: APPROVAL OF EXISTING DIRECTOR DEFERRED ISSUER YES FOR FOR COMPENSATION PLAN PROPOSAL #07: SHAREHOLDER PROPOSAL SHAREHOLDER YES FOR AGAINST PROPOSAL #08: SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR PROPOSAL #09: SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #10: SHAREHOLDER PROPOSAL SHAREHOLDER YES FOR AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: FLEETBOSTON FINANCIAL CORPORATION Ticker: FBF CUSIP: 339030108 Meeting Date 3/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: APPROVAL OF THE MERGER AGREEMENT ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF PROPOSAL TO ADJOURN THE ISSUER YES FOR FOR FLEETBOSTON SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES - ---------------------------------------------------------------------------------------------------- Issuer: FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX CUSIP: Y2573F102 Meeting Date 9/30/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: RE-ELECTION OF RICHARD L. SHARP AS A ISSUER YES ABSTAIN AGAINST DIRECTOR OF THE COMPANY. PROPOSAL #2A: RE-ELECTION OF JAMES A. DAVIDSON AS A ISSUER YES FOR FOR DIRECTOR OF THE COMPANY. PROPOSAL #2B: RE-ELECTION OF LIP-BU TAN AS A DIRECTOR OF ISSUER YES FOR FOR THE COMPANY. PROPOSAL #03: RE-APPOINTMENT OF PATRICK FOLEY AS A ISSUER YES FOR FOR DIRECTOR OF THE COMPANY. PROPOSAL #04: TO APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004. PROPOSAL #05: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR 1997 EMPLOYEE SHARE PURCHASE PLAN. PROPOSAL #06: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. PROPOSAL #07: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR COMPANY TO PROVIDE CASH COMPENSATION TO ITS DIRECTORS. PROPOSAL #08: TO APPROVE THE AUTHORIZATION OF THE ISSUER YES FOR FOR PROPOSED RENEWAL OF THE SHARE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. - ---------------------------------------------------------------------------------------------------- Issuer: GANNETT CO., INC. Ticker: GCI CUSIP: 364730101 Meeting Date 5/4/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN P. MUNN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES A. JOHNSON ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR LLP AS THE COMPANY'S AUDITORS. PROPOSAL #03: PROPOSAL TO AMEND 2001 OMNIBUS INCENTIVE ISSUER YES FOR FOR COMPENSATION PLAN. PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING EXECUTIVE SHAREHOLDER YES AGAINST FOR COMPENSATION. - ---------------------------------------------------------------------------------------------------- Issuer: GENERAL ELECTRIC COMPANY Ticker: GE CUSIP: 369604103 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR PROPOSAL #02: ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #03: NUCLEAR RISK SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #04: REPORT ON PCB CLEANUP COSTS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: OFFSHORE SOURCING SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #06: SUSTAINABILITY INDEX SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #07: COMPENSATION COMMITTEE INDEPENDENCE SHAREHOLDER YES AGAINST FOR PROPOSAL #08: PAY DISPARITY SHAREHOLDER YES AGAINST FOR PROPOSAL #09: END STOCK OPTIONS AND BONUSES SHAREHOLDER YES AGAINST FOR PROPOSAL #10: LIMIT OUTSIDE DIRECTORSHIPS SHAREHOLDER YES AGAINST FOR PROPOSAL #11: INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR PROPOSAL #12: EXPLORE SALE OF COMPANY SHAREHOLDER YES AGAINST FOR PROPOSAL #13: HOLDING STOCK FROM STOCK OPTIONS SHAREHOLDER YES AGAINST FOR PROPOSAL #14: BOARD INDEPENDENCE SHAREHOLDER YES AGAINST FOR PROPOSAL #15: POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST ELECTION OF DIRECTOR: SAM NUNN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEFFREY R. IMMELT ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH G. LANGONE ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT J. SWIERINGA ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT C. WRIGHT ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALAN G. LAFLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: DOUGLAS A. WARNER III ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANDREA JUNG ISSUER YES FOR FOR ELECTION OF DIRECTOR: RALPH S. LARSEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS D. DAMMERMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROGER S. PENSKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANN M. FUDGE ISSUER YES FOR FOR PROPOSAL #0B: INDEPENDENT AUDITOR ISSUER YES FOR FOR PROPOSAL #0C: REVENUE MEASUREMENT ADDED TO EXECUTIVE ISSUER YES FOR FOR OFFICER PERFORMANCE GOALS - ---------------------------------------------------------------------------------------------------- Issuer: GENUINE PARTS COMPANY Ticker: GPC CUSIP: 372460105 Meeting Date 4/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS, MD ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEAN DOUVILLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. HICKS LANIER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WENDY B. NEEDHAM ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF GENUINE PARTS COMPANY'S 2004 ISSUER YES FOR FOR ANNUAL INCENTIVE BONUS PLAN. PROPOSAL #03: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON PILL. SHAREHOLDER YES FOR AGAINST PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING RESTRICTED SHAREHOLDER YES AGAINST FOR SHARE PROGRAMS IN LIEU OF STOCK OPTIONS IN EXECUTIVE COMPENSATION. - ---------------------------------------------------------------------------------------------------- Issuer: GEORGIA-PACIFIC CORPORATION Ticker: GP CUSIP: 373298108 Meeting Date 5/4/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DONALD V. FITES* ISSUER YES FOR FOR ELECTION OF DIRECTOR: BARBARA L. BOWLES* ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES B. WILLIAMS** ISSUER YES FOR FOR ELECTION OF DIRECTOR: KAREN N. HORN* ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM R. JOHNSON* ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID R. GOODE* ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO AMEND THE GEORGIA-PACIFIC ISSUER YES FOR FOR CORPORATION LONG-TERM INCENTIVE PLAN TO ADD STOCK APPRECIATION RIGHTS, KNOWN AS SARS, AS PERMITTED AWARDS UNDER THE PLAN. PROPOSAL #03: PROPOSAL TO APPROVE THE GEORGIA-PACIFIC ISSUER YES FOR FOR CORPORATION SHORT-TERM INCENTIVE PLAN SO THAT INCENTIVE COMPENSATION AWARDS PAID UNDER THE PLAN WILL BE FULLY DEDUCTIBLE UNDER 162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PROPOSAL #04: PROPOSAL TO RATIFY THE APPOINTMENT OF OUR ISSUER YES FOR FOR INDEPENDENT AUDITORS, ERNST & YOUNG LLP, AS AUDITORS FOR OUR FISCAL YEAR ENDING JANUARY 1, 2005. - ---------------------------------------------------------------------------------------------------- Issuer: GLAXOSMITHKLINE PLC Ticker: GSK CUSIP: 37733W105 Meeting Date 5/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #O1: TO RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR FOR AND THE FINANCIAL STATEMENTS (ORDINARY RESOLUTION) PROPOSAL #O2: TO APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR (ORDINARY RESOLUTION) PROPOSAL #O3: TO ELECT MR H LAWRENCE CULP AS A DIRECTOR ISSUER YES FOR FOR (ORDINARY RESOLUTION) PROPOSAL #O4: TO ELECT MR CRISPIN DAVIS AS A DIRECTOR ISSUER YES FOR FOR (ORDINARY RESOLUTION) PROPOSAL #O5: TO ELECT SIR ROBERT WILSON AS A DIRECTOR ISSUER YES FOR FOR (ORDINARY RESOLUTION) PROPOSAL #O6: TO ELECT DR TACHI YAMADA AS A DIRECTOR ISSUER YES FOR FOR (ORDINARY RESOLUTION) PROPOSAL #O7: TO RE-ELECT SIR CHRISTOPHER HOGG AS A ISSUER YES FOR FOR DIRECTOR (ORDINARY RESOLUTION) PROPOSAL #O8: RE-APPOINTMENT OF AUDITORS (ORDINARY ISSUER YES FOR FOR RESOLUTION) PROPOSAL #O9: REMUNERATION OF AUDITORS (ORDINARY ISSUER YES FOR FOR RESOLUTION) PROPOSAL #S10: AUTHORISE THE COMPANY TO MAKE DONATIONS TO ISSUER YES ABSTAIN AGAINST EU POLITICAL ORGAN- ISATIONS AND INCUR EU POLITICAL EXPENDITURE (SPECIAL BUSINESS) PROPOSAL #S11: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR (SPECIAL RESOLUTION) PROPOSAL #S12: AUTHORITY FOR THE COMPANY TO PURCHASE ITS ISSUER YES FOR FOR OWN SHARES (SPECIAL RESOLUTION) - ---------------------------------------------------------------------------------------------------- Issuer: GLOBALSANTAFE CORPORATION Ticker: GSF CUSIP: G3930E101 Meeting Date 6/9/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KHALED R. AL-HAROON ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD R. MULLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN L. WHITMIRE ISSUER YES FOR FOR ELECTION OF DIRECTOR: PAUL J. POWERS ISSUER YES FOR FOR ELECTION OF DIRECTOR: FERDINAND A. BERGER ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO ISSUER YES FOR FOR AMEND THE COMPANY'S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS. PROPOSAL #03: PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO ISSUER YES FOR FOR AMEND THE COMPANY'S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED. PROPOSAL #04: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: GOLDEN WEST FINANCIAL CORPORATION Ticker: GDW CUSIP: 381317106 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MARION O. SANDLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: LESLIE TANG SCHILLING ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICIA A. KING ISSUER YES FOR FOR PROPOSAL #02: INCREASE THE NUMBER OF AUTHORIZED SHARES OF ISSUER YES FOR FOR COMMON STOCK FROM 200,000,000 TO 600,000,000. PROPOSAL #03: RATIFICATION OF THE SELECTION OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT OUTSIDE AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: GUIDANT CORPORATION Ticker: GDT CUSIP: 401698105 Meeting Date 5/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: NANCY-ANN MIN DEPARLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: ENRIQUE C. FALLA ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MAURICE A. COX, JR. ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: KRISTINA M. JOHNSON PHD ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD W. DOLLENS ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES AGAINST AGAINST YOUNG LLP AS INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: PROPOSAL BY SHAREHOLDER THAT THE BOARD SHAREHOLDER YES FOR AGAINST ADOPT A POLICY OF EXPENSING IN THE COMPANY'S ANNUAL INCOME STATEMENT THE COST OF ALL FUTURE STOCK OPTIONS ISSUED BY THE COMPANY. - ---------------------------------------------------------------------------------------------------- Issuer: HCA INC. Ticker: HCA CUSIP: 404119109 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MAGDALENA H AVERHOFF MD ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN H. MCARTHUR ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENT C. NELSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: T. MICHAEL LONG ISSUER YES FOR FOR ELECTION OF DIRECTOR: GLENDA A. HATCHETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: HAROLD T. SHAPIRO ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD M. BRACKEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: FREDERICK W. GLUCK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: THOMAS F. FRIST, JR. MD ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARTIN FELDSTEIN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK S. ROYAL, MD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY JR. ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS HCA'S ISSUER YES FOR FOR INDEPENDENT AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT. PROPOSAL #03: APPROVAL OF THE HCA INC. AMENDED AND ISSUER YES AGAINST AGAINST RESTATED MANAGEMENT STOCK PURCHASE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: HEALTH NET, INC. Ticker: HNT CUSIP: 42222G108 Meeting Date 5/13/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: PATRICK FOLEY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAY M. GELLERT ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROGER F. GREAVES ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: BRUCE G. WILLISON ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. THOMAS BOUCHARD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: GALE S. FITZGERALD ISSUER YES FOR FOR ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: FREDERICK C. YEAGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD J. STEGEMEIER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD W. HANSELMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: THOMAS T. FARLEY ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO ADOPT AN AMENDED AND RESTATED ISSUER YES FOR FOR CERTIFICATE OF INCORPORATION THAT ELIMINATES THE COMPANY'S CLASS B CONVERTIBLE COMMON STOCK $.001, PAR VALUE PER SHARE, AND REFERS TO A SINGLE REMAINING CLASS OF COMPANY COMMON STOCK AS COMMON STOCK RATHER THAN CLASS A COMMON STOCK. PROPOSAL #03: TO RATIFY THE SELECTION OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. - ---------------------------------------------------------------------------------------------------- Issuer: HEWLETT-PACKARD COMPANY Ticker: HPQ CUSIP: 428236103 Meeting Date 3/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: G.A. KEYWORTH II ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.S. FIORINA ISSUER YES FOR FOR ELECTION OF DIRECTOR: P.C. DUNN ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.A. HACKBORN ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.E. KNOWLING, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.M. LITVACK ISSUER YES WITHHOLD AGAINST PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS ISSUER YES FOR FOR HEWLETT-PACKARD COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 31, 2004. PROPOSAL #03: APPROVAL OF THE HEWLETT-PACKARD COMPANY ISSUER YES FOR FOR 2004 STOCK INCENTIVE PLAN PROPOSAL #04: SHAREOWNER PROPOSAL ENTITLED STOCK OPTION SHAREHOLDER YES FOR AGAINST EXPENSING PROPOSAL - ---------------------------------------------------------------------------------------------------- Issuer: INGRAM MICRO INC. Ticker: IM CUSIP: 457153104 Meeting Date 5/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOE B. WYATT* ISSUER YES FOR FOR ELECTION OF DIRECTOR: HOWARD I. ATKINS** ISSUER YES FOR FOR ELECTION OF DIRECTOR: ORRIN H. INGRAM II* ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MICHAEL T. SMITH* ISSUER YES WITHHOLD AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: INTERNATIONAL BUSINESS MACHINES CORP Ticker: IBM CUSIP: 459200101 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: N.O. KEOHANE ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.E. SPERO ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.B. SLAUGHTER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.F. KNIGHT ISSUER YES FOR FOR ELECTION OF DIRECTOR: C. GHOSN ISSUER YES FOR FOR ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.H. ZAMBRANO ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.M. VEST ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: S. TAUREL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: C. BLACK ISSUER YES FOR FOR ELECTION OF DIRECTOR: L.A. NOTO ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES AGAINST AGAINST ACCOUNTANTS (PRICEWATERHOUSECOOPERS LLP) (PAGE 22) PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR ACCOUNTANTS FOR THE BUSINESS CONSULTING SERVICES UNIT (ERNST & YOUNG LLP) (PAGE 22) PROPOSAL #04: APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE ISSUER YES FOR FOR TERMS FOR CERTAIN EXECUTIVES (PAGE 23) PROPOSAL #05: STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR (PAGE 25) PROPOSAL #06: STOCKHOLDER PROPOSAL ON: PENSION AND SHAREHOLDER YES AGAINST FOR RETIREMENT MEDICAL (PAGE 25) PROPOSAL #07: STOCKHOLDER PROPOSAL ON: EXECUTIVE SHAREHOLDER YES AGAINST FOR COMPENSATION (PAGE 26) PROPOSAL #08: STOCKHOLDER PROPOSAL ON: EXPENSING STOCK SHAREHOLDER YES FOR AGAINST OPTIONS (PAGE 28) PROPOSAL #09: STOCKHOLDER PROPOSAL ON: DISCLOSURE OF SHAREHOLDER YES AGAINST FOR EXECUTIVE COMPENSATION (PAGE 29) PROPOSAL #10: STOCKHOLDER PROPOSAL ON: CHINA BUSINESS SHAREHOLDER YES ABSTAIN AGAINST PRINCIPLES (PAGE 30) PROPOSAL #11: STOCKHOLDER PROPOSAL ON: POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS (PAGE 31) PROPOSAL #12: STOCKHOLDER PROPOSAL ON: A REVIEW OF SHAREHOLDER YES AGAINST FOR EXECUTIVE COMPENSATION POLICIES (PAGE 32) - ---------------------------------------------------------------------------------------------------- Issuer: IPC HOLDINGS, LTD. Ticker: IPCR CUSIP: G4933P101 Meeting Date 6/11/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JAMES P. BRYCE ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSEPH C.H. JOHNSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH L. HAMMOND ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. HON. C.E. JAMES ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK MUTCH ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANTHONY M. PILLING ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT AND REMUNERATION OF INDEPENDENT ISSUER YES FOR FOR AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE COMPANY'S INDEPENDENT AUDITORS TO SERVE UNTIL THE COMPANY'S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE COMPENSATION FOR THE COMPANY'S INDEPENDENT AUDITORS. - ---------------------------------------------------------------------------------------------------- Issuer: J.P. MORGAN CHASE & CO. Ticker: JPM CUSIP: 46625H100 Meeting Date 5/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: MERGER PROPOSAL ISSUER YES FOR FOR ELECTION OF DIRECTOR: LAWRENCE A. BOSSIDY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN R. STAFFORD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: HELENE L. KAPLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN H. BIGGS ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK A. BENNACK, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: HANS W. BECHERER ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEE R. RAYMOND ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM H. GRAY, III ISSUER YES WITHHOLD AGAINST PROPOSAL #03: APPOINTMENT OF EXTERNAL AUDITOR ISSUER YES FOR FOR PROPOSAL #04: RE-APPROVAL OF KEY EXECUTIVE PERFORMANCE ISSUER YES AGAINST AGAINST PLAN PROPOSAL #05: ADJOURNMENT OF MEETING, IF NECESSARY, TO ISSUER YES FOR FOR SOLICIT ADDITIONAL PROXIES PROPOSAL #06: DIRECTOR TERM LIMIT SHAREHOLDER YES AGAINST FOR PROPOSAL #07: CHARITABLE CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #08: POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #09: SEPARATION OF CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR PROPOSAL #10: DERIVATIVE DISCLOSURE SHAREHOLDER YES AGAINST FOR PROPOSAL #11: AUDITOR INDEPENDENCE SHAREHOLDER YES AGAINST FOR PROPOSAL #12: DIRECTOR COMPENSATION SHAREHOLDER YES AGAINST FOR PROPOSAL #13: PAY DISPARITY SHAREHOLDER YES AGAINST FOR - ---------------------------------------------------------------------------------------------------- Issuer: JEFFERSON-PILOT CORPORATION Ticker: JP CUSIP: 475070108 Meeting Date 5/3/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: PATRICK S. PITTARD* ISSUER YES FOR FOR ELECTION OF DIRECTOR: G.W. HENDERSON, III* ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT G. GREER** ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS R. GLASS* ISSUER YES FOR FOR PROPOSAL #02: RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS. PROPOSAL #03: APPROVE NON-EMPLOYEE DIRECTORS STOCK ISSUER YES FOR FOR OPTION PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: JOHN HANCOCK FINANCIAL SERVICES, INC Ticker: JHF CUSIP: 41014S106 Meeting Date 2/24/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: ADOPTION OF THE MERGER AGREEMENT: THE ISSUER YES FOR FOR ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF 9/28/03, AMONG MANULIFE FINANCIAL CORPORATION, JOHN HANCOCK FINANCIAL SERVICES, INC. AND JUPITER MERGER CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF MANULIFE FINANCIAL CORPORATION, AS AMENDED BY THE FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF 12/29/03. - ---------------------------------------------------------------------------------------------------- Issuer: JOHNSON & JOHNSON Ticker: JNJ CUSIP: 478160104 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: M. JUDAH FOLKMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANN D. JORDAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES G. CULLEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT J. DARRETTA ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID SATCHER ISSUER YES FOR FOR ELECTION OF DIRECTOR: GERARD N. BURROW ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARY S. COLEMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ARNOLD G. LANGBO ISSUER YES FOR FOR ELECTION OF DIRECTOR: SUSAN L. LINDQUIST ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: STEVEN'S REINEMUND ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY B. SCHACHT ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES AGAINST AGAINST PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS PROPOSAL #03: PROPOSAL ON CHARITABLE CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: KB HOME Ticker: KBH CUSIP: 48666K109 Meeting Date 4/1/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RONALD W. BURKLE* ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. RAY R. IRANI* ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: LESLIE MOONVES* ISSUER YES FOR FOR ELECTION OF DIRECTOR: MELISSA LORA** ISSUER YES FOR FOR ELECTION OF DIRECTOR: LUIS G. NOGALES* ISSUER YES WITHHOLD AGAINST PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS KB ISSUER YES FOR FOR HOME'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2004 - ---------------------------------------------------------------------------------------------------- Issuer: LEAR CORPORATION Ticker: LEA CUSIP: 521865105 Meeting Date 5/13/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: LARRY W. MCCURDY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROY E. PARROTT ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD F. WALLMAN ISSUER YES FOR FOR PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ISSUER YES FOR FOR AS OUR INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING OUR SHAREHOLDER YES AGAINST FOR SHAREHOLDER RIGHTS PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH CUSIP: 524908100 Meeting Date 4/2/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: SIR CHRISTOPHER GENT ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MARSHA JOHNSON EVANS ISSUER YES FOR FOR ELECTION OF DIRECTOR: DINA MERRILL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROGER S. BERLIND ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR THE FISCAL YEAR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: LIBERTY PROPERTY TRUST Ticker: LRY CUSIP: 531172104 Meeting Date 5/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: J. ANTHONY HAYDEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. LEANNE LACHMAN ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVAL OF THE PROPOSAL TO AMEND THE ISSUER YES FOR FOR DECLARATION OF TRUST OF THE TRUST TO AMEND AND RESTATE IN ITS ENTIRETY ARTICLE VII OF THE DECLARATION OF TRUST. PROPOSAL #03: APPROVAL OF THE PROPOSAL TO AMEND THE ISSUER YES AGAINST AGAINST DECLARATION OF TRUST TO AMEND SECTIONS 6.2, 6.3 AND 10.1 (D) OF THE DECLARATION OF TRUST. PROPOSAL #04: APPROVAL OF THE PROPOSAL TO AMEND THE ISSUER YES AGAINST AGAINST TRUST'S AMENDED AND RESTATED SHARE INCENTIVE PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR AWARDS THEREUNDER BY 1,500,000 SHARES TO 11,426,256 SHARES. - ---------------------------------------------------------------------------------------------------- Issuer: LIZ CLAIBORNE, INC. Ticker: LIZ CUSIP: 539320101 Meeting Date 5/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RAUL J. FERNANDEZ ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MARY KAY HABEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH P. KOPELMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR & TOUCHE LLP AS INDEPENDENT AUDITORS FOR FISCAL 2004. - ---------------------------------------------------------------------------------------------------- Issuer: M.D.C. HOLDINGS, INC. Ticker: MDC CUSIP: 552676108 Meeting Date 4/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: HERBERT T. BUCHWALD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: LARRY A. MIZEL ISSUER YES FOR FOR PROPOSAL #02: SHAREOWNER PROPOSAL REGARDING PREPARATION SHAREHOLDER YES ABSTAIN AGAINST OF SUSTAINABILITY REPORT. - ---------------------------------------------------------------------------------------------------- Issuer: MAGNA INTERNATIONAL INC. Ticker: MGA CUSIP: 559222401 Meeting Date 8/19/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: THE SPECIAL RESOLUTION (THE SPECIAL ISSUER YES FOR FOR RESOLUTION ) AUTHORIZING THE SPIN-OFF OF MI DEVELOPMENTS INC., THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX A TO THE MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT OF THE CORPORATION DATED JULY 8, 2003 (THE CIRCULAR ), AS SUCH SPECIAL RESOLUTION MAY BE AMENDED OR VARIED AT THE SPECIAL MEETING. - ---------------------------------------------------------------------------------------------------- Issuer: MAGNA INTERNATIONAL INC. Ticker: MGA CUSIP: 559222401 Meeting Date 5/6/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WILLIAM H. FIKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: MANFRED GINGL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: EDWARD C. LUMLEY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: FRANZ VRANITZKY ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK STRONACH ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROYDEN R. RICHARDSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONALD RESNICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: SIEGFRIED WOLF ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: KLAUS MANGOLD ISSUER YES FOR FOR ELECTION OF DIRECTOR: GERHARD RANDA ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MICHAEL D. HARRIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: KARLHEINZ MUHR ISSUER YES FOR FOR PROPOSAL #B: TO VOTE FOR OR ABSTAIN IN RESPECT OF THE ISSUER YES FOR FOR RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITOR OF THE CORPORATION, BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS, AND AUTHORIZING THE AUDIT COMMITTEE TO FIX THE AUDITOR'S REMUNERATION. - ---------------------------------------------------------------------------------------------------- Issuer: MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC CUSIP: 571748102 Meeting Date 5/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEWIS W. BERNARD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: RAY J. GROVES ISSUER YES FOR FOR ELECTION OF DIRECTOR: OSCAR FANJUL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROBERT F. ERBURU ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ZACHARY W. CARTER ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: MARTIN MARIETTA MATERIALS, INC. Ticker: MLM CUSIP: 573284106 Meeting Date 5/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MARCUS C. BENNETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS L. REDIKER ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR LLP AS INDEPENDENT AUDITORS - ---------------------------------------------------------------------------------------------------- Issuer: MBNA CORPORATION Ticker: KRB CUSIP: 55262L100 Meeting Date 5/3/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: BRUCE L. HAMMONDS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: BENJAMIN R. CIVILETTI ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAMES H. BERICK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: WILLIAM L. JEWS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: RANDOLPH D. LERNER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: WILLIAM B. MILSTEAD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: STUART L. MARKOWITZ ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITORS PROPOSAL #03: STOCKHOLDER PROPOSAL (ITEM 3 IN PROXY SHAREHOLDER YES FOR AGAINST STATEMENT) PROPOSAL #04: STOCKHOLDER PROPOSAL (ITEM 4 IN PROXY SHAREHOLDER YES AGAINST FOR STATEMENT) - ---------------------------------------------------------------------------------------------------- Issuer: MCLEODUSA INCORPORATED Ticker: MCLD CUSIP: 582266706 Meeting Date 5/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CHRIS A. DAVIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS M. COLLINS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 2004 FISCAL YEAR. - ---------------------------------------------------------------------------------------------------- Issuer: MEADWESTVACO CORPORATION Ticker: MWV CUSIP: 583334107 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DOUGLAS S. LUKE ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT C. MCCORMACK ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM E. HOGLUND ISSUER YES FOR FOR ELECTION OF DIRECTOR: JANE L. WARNER ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR AS INDEPENDENT AUDITORS FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: MERCK & CO., INC. Ticker: MRK CUSIP: 589331107 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WENDELL P. WEEKS** ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM M. DALEY** ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS E. SHENK** ISSUER YES FOR FOR ELECTION OF DIRECTOR: PETER C. WENDELL* ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM G. BOWEN** ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR COMPANY'S INDEPENDENT AUDITORS FOR 2004 PROPOSAL #03: PROPOSAL TO AMEND THE RESTATED CERTIFICATE ISSUER YES FOR FOR OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4 THROUGH 8 PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT SHAREHOLDER YES AGAINST FOR COMPENSATION PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING EXTENSION SHAREHOLDER YES ABSTAIN AGAINST OF PRESCRIPTION DRUG PATENTS PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND SHAREHOLDER YES ABSTAIN AGAINST SOCIAL PERFORMANCE OF THE COMPANY PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER YES ABSTAIN AGAINST SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING A REPORT SHAREHOLDER YES ABSTAIN AGAINST RELATED TO THE GLOBAL HIV/AIDS PANDEMIC - ---------------------------------------------------------------------------------------------------- Issuer: METLIFE, INC. Ticker: MET CUSIP: 59156R108 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CHARLES M. LEIGHTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: CURTIS H. BARNETTE ISSUER YES FOR FOR ELECTION OF DIRECTOR: BURTON A. DOLE, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: HARRY P. KAMEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JOHN C. DANFORTH ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVAL OF THE METLIFE, INC. 2005 STOCK ISSUER YES FOR FOR AND INCENTIVE COMPENSATION PLAN PROPOSAL #03: APPROVAL OF THE METLIFE ANNUAL VARIABLE ISSUER YES FOR FOR INCENTIVE PLAN PROPOSAL #04: APPROVAL OF THE METLIFE, INC. 2005 ISSUER YES FOR FOR NON-MANAGEMENT DIRECTOR STOCK COMPENSATION PLAN PROPOSAL #05: RATIFICATION OF APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2004 PROPOSAL #06: SHAREHOLDER PROPOSAL CONCERNING CEO SHAREHOLDER YES AGAINST FOR COMPENSATION - ---------------------------------------------------------------------------------------------------- Issuer: MORGAN STANLEY Ticker: MWD CUSIP: 617446448 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOHN W. MADIGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. KLAUS ZUMWINKEL ISSUER YES FOR FOR ELECTION OF DIRECTOR: SIR HOWARD DAVIES ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS INDEPENDENT AUDITORS PROPOSAL #03: SHAREHOLDER PROPOSAL TO DECLASSIFY THE SHAREHOLDER YES FOR AGAINST BOARD OF DIRECTORS PROPOSAL #04: SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER SHAREHOLDER YES AGAINST FOR APPROVAL OF GOLDEN PARACHUTE AGREEMENTS PROPOSAL #05: SHAREHOLDER PROPOSAL TO DISCLOSE POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS - ---------------------------------------------------------------------------------------------------- Issuer: NATIONAL CITY CORPORATION Ticker: NCC CUSIP: 635405103 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: M. WEISS ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.W. BROWN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: G.L. SHAHEEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: P.A. ORMOND ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J.E. BARFIELD ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.M. CONNOR ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J.S. BROADHURST ISSUER YES FOR FOR ELECTION OF DIRECTOR: B.P. HEALY ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.T. GORMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: D.A. DABERKO ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.S. THORNTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.A. PAUL ISSUER YES FOR FOR PROPOSAL #02: THE APPROVAL OF THE NATIONAL CITY ISSUER YES AGAINST AGAINST CORPORATION LONG-TERM CASH AND EQUITY INCENTIVE PLAN PROPOSAL #03: THE APPROVAL OF THE NATIONAL CITY ISSUER YES AGAINST AGAINST CORPORATION MANAGEMENT INCENTIVE PLAN FOR SENIOR OFFICERS, AS AMENDED AND RESTATED PROPOSAL #04: THE RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS - ---------------------------------------------------------------------------------------------------- Issuer: NEXTEL COMMUNICATIONS, INC. Ticker: NXTL CUSIP: 65332V103 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: V. JANET HILL ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: KEITH J. BANE ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES AGAINST AGAINST & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: APPROVAL OF THE NEXTEL COMMUNICATIONS, INC. ISSUER YES FOR FOR AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: NORFOLK SOUTHERN CORPORATION Ticker: NSC CUSIP: 655844108 Meeting Date 5/13/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JANE MARGARET O'BRIEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: BURTON M. JOYCE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LANDON HILLIARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALSTON D. CORRELL ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS AUDITORS. - ---------------------------------------------------------------------------------------------------- Issuer: NORTHWEST AIRLINES CORPORATION Ticker: NWAC CUSIP: 667280101 Meeting Date 4/23/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DORIS KEARNS GOODWIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD C. BLUM ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ALFRED A. CHECCHI ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD H. ANDERSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN M. ENGLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND ISSUER YES FOR FOR ELECTION OF DIRECTOR: V.A. RAVINDRAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: LEO M. VAN WIJK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR PROPOSAL #02: STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER SHAREHOLDER YES FOR AGAINST RIGHTS PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY CUSIP: 674599105 Meeting Date 4/30/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: AZIZ D. SYRIANI ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN E. FEICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. CHAD DREIER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WALTER L. WEISMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: IRVIN W. MALONEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: RODOLFO SEGOVIA ISSUER YES FOR FOR ELECTION OF DIRECTOR: DALE R. LAURANCE ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD W. BURKLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAY R. IRANI ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN S. CHALSLY ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROSEMARY TOMICH ISSUER YES FOR FOR PROPOSAL #02: THE RATIFICATION OF THE SELECTION OF KPMG ISSUER YES FOR FOR AS INDEPENDENT AUDITORS. PROPOSAL #03: APPROVAL OF AMENDMENT TO THE RESTRICTED ISSUER YES FOR FOR STOCK PLAN FOR NON-EMPLOYEE DIRECTORS. PROPOSAL #04: DISCONTINUANCE OF OPTIONS, RIGHTS AND SHAREHOLDER YES AGAINST FOR SEVERANCE PAYMENTS. - ---------------------------------------------------------------------------------------------------- Issuer: OFFICE DEPOT, INC. Ticker: ODP CUSIP: 676220106 Meeting Date 5/14/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MICHAEL J. MYERS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES L. HESKETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: ABELARDO E. BRU ISSUER YES FOR FOR ELECTION OF DIRECTOR: MYRA M. HART ISSUER YES FOR FOR ELECTION OF DIRECTOR: LEE A. AULT III ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. SCOTT HEDRICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID I. FUENTE ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRENDA J. GAINES ISSUER YES FOR FOR ELECTION OF DIRECTOR: NEIL R. AUSTRIAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID W. BERNAUER ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICIA H. MCKAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRUCE NELSON ISSUER YES FOR FOR PROPOSAL #02: AMENDMENT OF COMPANY'S LONG-TERM EQUITY ISSUER YES FOR FOR INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES. PROPOSAL #03: RATIFICATION OF APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. - ---------------------------------------------------------------------------------------------------- Issuer: OWENS-ILLINOIS, INC. Ticker: OI CUSIP: 690768403 Meeting Date 5/12/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: THOMAS L. YOUNG ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ROBERT J. DINEEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAMES H. GREENE, JR. ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN ISSUER YES FOR FOR FOR DIRECTORS OF OWENS-ILLINOIS, INC. PROPOSAL #03: APPROVAL OF THE INCENTIVE BONUS PLAN. ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: OXFORD HEALTH PLANS, INC. Ticker: OHP CUSIP: 691471106 Meeting Date 6/2/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KENT J. THIRTY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: B.H. SAFIRSTEIN, M.D. ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR FISCAL YEAR 2004. PROPOSAL #03: APPROVAL OF SHAREHOLDER PROPOSALS RELATING SHAREHOLDER YES ABSTAIN AGAINST TO TOBACCO INVESTMENTS. - ---------------------------------------------------------------------------------------------------- Issuer: PACKAGING CORPORATION OF AMERICA Ticker: PKG CUSIP: 695156109 Meeting Date 5/4/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: PAUL T. STECKO ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: HENRY F. FRIGON ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAYFORD K. WILLIAMSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: LOUIS S. HOLLAND ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JUSTIN S. HUSCHER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: SAMUEL M. MENCOFF ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: THOMAS S. SOULELES ISSUER YES WITHHOLD AGAINST PROPOSAL #02: PROPOSAL TO RATIFY APPOINTMENT OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS INDEPENDENT AUDITORS. - ---------------------------------------------------------------------------------------------------- Issuer: PARKER-HANNIFIN CORPORATION Ticker: PH CUSIP: 701094104 Meeting Date 10/22/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KLAUS-PETER MULLER ISSUER YES FOR FOR ELECTION OF DIRECTOR: DUANE E. COLLINS ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALLAN L. RAYFIELD ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: GIULIO MAZZALUPI ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FY04. PROPOSAL #03: APPROVAL OF THE PARKER-HANNIFIN CORPORATION ISSUER YES AGAINST AGAINST 2003 STOCK INCENTIVE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: PARTNERRE LTD. Ticker: PRE CUSIP: G6852T105 Meeting Date 5/13/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOHN A. ROLLWAGEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: LUCIO STANCA ISSUER YES FOR FOR ELECTION OF DIRECTOR: VITO H. BAUMGARTNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEAN-PAUL MONTUPET ISSUER YES FOR FOR PROPOSAL #02: TO APPROVE AN INCREASE IN THE MAXIMUM ISSUER YES FOR FOR NUMBER OF DIRECTORS FROM TEN TO ELEVEN, WITH THE MINIMUM NUMBER OF DIRECTORS SET AT THREE, AND FOR THE BOARD TO BE AUTHORIZED TO FILL ANY VACANCIES AS AND WHEN THEY DEEM EXPEDIENT. PROPOSAL #03: TO AMEND THE BYE-LAWS OF THE COMPANY TO ISSUER YES FOR FOR REMOVE THE EXEMPTION WHICH EXCLUDES SWISS REINSURANCE COMPANY AND ITS AFFILIATES FROM THE PROHIBITION ON OBTAINING OR EXERCISING MORE THAN 9.9% OF THE VOTING RIGHTS ATTACHED TO THE COMPANY'S ISSUED AND OUTSTANDING SHARES. PROPOSAL #04: TO INCREASE THE NUMBER OF COMMON SHARES ISSUER YES FOR FOR RESERVED FOR ISSUANCE UNDER THE PARTNERRE LTD. EMPLOYEE INCENTIVE PLAN FROM 3,500,000 COMMON SHARES TO 5,000,000 COMMON SHARES. PROPOSAL #05: TO REAPPOINT THE FIRM OF DELOITTE & TOUCHE ISSUER YES FOR FOR TO SERVE AS INDEPENDENT AUDITORS OF THE COMPANY UNTIL THE COMPANY'S 2005 ANNUAL GENERAL MEETING AND TO REFER TO THE BOARD OF DIRECTORS THE AUTHORITY TO DETERMINE THE REMUNERATION OF DELOITTE & TOUCHE. PROPOSAL #06: OTHER - IN THEIR DISCRETION UPON SUCH OTHER ISSUER YES AGAINST AGAINST MATTERS, INCLUDING WITHHOLDING A QUORUM, IF NECESSARY, AS MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING. - ---------------------------------------------------------------------------------------------------- Issuer: PEPSICO, INC. Ticker: PEP CUSIP: 713448108 Meeting Date 5/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: S.D. TRUJILLO ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.F. AKERS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: D. VASELLA ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: R.L. HUNT ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J.J. SCHIRO ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.A. THOMAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: A.C. MARTINEZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: I.K. NOOYI ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.M. TRUDELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.D. RAINES ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.P. ROCKEFELLER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: R.E. ALLEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: S.S. REINEMUND ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF AUDITORS ISSUER YES FOR FOR PROPOSAL #03: APPROVAL OF THE 2004 EXECUTIVE INCENTIVE ISSUER YES FOR FOR COMPENSATION PLAN PROPOSAL #04: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.22) SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.23) SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: PETRO-CANADA Ticker: PCZ CUSIP: 71644E102 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RON A. BRENNEMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANGUS A. BRUNEAU ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD J. CURRIE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: CLAUDE FONTAINE ISSUER YES FOR FOR ELECTION OF DIRECTOR: PAUL HASELDONCKX ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM W. SIEBENS ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: BRIAN F. MACNEILL ISSUER YES FOR FOR ELECTION OF DIRECTOR: GUYLAINE SAUCIER ISSUER YES FOR FOR ELECTION OF DIRECTOR: PAUL D. MELNUK ISSUER YES FOR FOR ELECTION OF DIRECTOR: MAUREEN MCCAW ISSUER YES FOR FOR ELECTION OF DIRECTOR: GAIL COOK-BENNETT ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS E. KIERANS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR AUDITORS OF THE CORPORATION PROPOSAL #03: SPECIAL RESOLUTION AMENDING THE EMPLOYEE ISSUER YES FOR FOR STOCK OPTION PLAN, AS SET OUT IN SCHEDULE A TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. PROPOSAL #4A: SHAREHOLDER PROPOSAL A SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #4B: SHAREHOLDER PROPOSAL B SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: PETROLEO BRASILEIRO S.A. - PETROBRAS Ticker: PBR CUSIP: 71654V408 Meeting Date 3/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, THE ISSUER NO N/A N/A FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR THE FISCAL YEAR 2003. PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURES ISSUER NO N/A N/A BUDGET FOR THE FISCAL YEAR 2004. PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS FOR ISSUER NO N/A N/A THE FISCAL YEAR 2003. PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS TO THE ISSUER NO N/A N/A BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY OF THE SHAREHOLDERS AT THE MEETING.* PROPOSAL #E1: APPROVAL OF THE INCREASE IN CAPITAL STOCK ISSUER NO N/A N/A THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$ 13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$ 19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY CHANGE TO THE NUMBER OF ISSUED SHARES. PROPOSAL #E2: APPROVAL OF THE INCREASE IN THE LIMIT OF ISSUER NO N/A N/A AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION. PROPOSAL #E3: APPROVAL OF THE ESTABLISHMENT OF THE ISSUER NO N/A N/A COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE PROFITS. - ---------------------------------------------------------------------------------------------------- Issuer: PFIZER INC. Ticker: PFE CUSIP: 717081103 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JEAN-PAUL VALLES ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR ELECTION OF DIRECTOR: STANLEY O. IKENBERRY ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM R. HOWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: CONSTANCE J. HORNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANKLIN D. RAINES ISSUER YES FOR FOR ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY A. MCKINNELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR PROPOSAL #02: A PROPOSAL TO APPROVE THE APPOINTMENT OF ISSUER YES FOR FOR KPMG LLP AS INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: A PROPOSAL TO APPROVE THE PFIZER INC. 2004 ISSUER YES FOR FOR STOCK PLAN. PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING REVIEW OF SHAREHOLDER YES ABSTAIN AGAINST THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY. PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS. PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL SHAREHOLDER YES ABSTAIN AGAINST REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING POLITICAL ENTITIES OR CANDIDATES. PROPOSAL #07: SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM SHAREHOLDER YES AGAINST FOR LIMITS ON DIRECTORS. PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT ON SHAREHOLDER YES ABSTAIN AGAINST INCREASING ACCESS TO PFIZER PRODUCTS. PROPOSAL #09: SHAREHOLDER PROPOSAL ON STOCK OPTIONS. SHAREHOLDER YES AGAINST FOR PROPOSAL #10: SHAREHOLDER PROPOSAL ON IN VITRO TESTING. SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: PIPER JAFFRAY COMPANIES Ticker: PJC CUSIP: 724078100 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: FRANK L. SIMS ISSUER YES FOR FOR ELECTION OF DIRECTOR: SAMUEL L. KAPLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ANDREW S. DUFF ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF PIPER JAFFRAY COMPANIES AMENDED ISSUER YES FOR FOR AND RESTATED 2003 ANNUAL AND LONG-TERM INCENTIVE PLAN. PROPOSAL #03: RATIFY SELECTION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR 2004. - ---------------------------------------------------------------------------------------------------- Issuer: PPL CORPORATION Ticker: PPL CUSIP: 69351T106 Meeting Date 4/23/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WILLIAM F. HECHT ISSUER YES FOR FOR ELECTION OF DIRECTOR: STUART HEYDT ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. KEITH SMITH ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITOR - ---------------------------------------------------------------------------------------------------- Issuer: PRAXAIR, INC. Ticker: PX CUSIP: 74005P104 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: H. MITCHELL WATSON, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALEJANDRO ACHAVAL ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD L. KUEHN, JR. ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO AMEND THE LONG TERM INCENTIVE ISSUER YES FOR FOR PLAN. PROPOSAL #03: PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR INCORPORATION. PROPOSAL #04: PROPOSAL TO APPROVE A STOCKHOLDER ISSUER YES FOR FOR PROTECTION RIGHTS AGREEMENT. - ---------------------------------------------------------------------------------------------------- Issuer: PROMISE CO LTD Ticker: N/A CUSIP: N/A Meeting Date 6/23/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A FOLLOWING DIVIDENDS: INTERIM JY50, FINAL JY 50, SPECIAL JY 0 PROPOSAL #2: AMEND ARTICLES TO: EXPAND BUSINESS LINES - ISSUER YES AGAINST N/A AUTHORIZE SHARE REPURCHASES ATBOARD'S DISCRETION PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A PROPOSAL #4: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES AGAINST N/A - ---------------------------------------------------------------------------------------------------- Issuer: QWEST COMMUNICATIONS INTERNATIONAL I Ticker: Q CUSIP: 749121109 Meeting Date 12/16/2003 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK F. POPOFF ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: PHILIP F. ANSCHUTZ ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVAL OF THE QWEST COMMUNICATIONS ISSUER YES FOR FOR INTERNATIONAL INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN PROPOSAL #03: SHAREOWNER PROPOSAL-REQUESTING WE EXCLUDE SHAREHOLDER YES FOR FOR PENSION CREDITS FROM NET INCOME WHEN DETERMINING ANNUAL OR SHORT-TERM INCENTIVE COMPENSATION FOR EXECUTIVE OFFICERS PROPOSAL #04: SHAREOWNER PROPOSAL-REQUESTING WE TAKE SHAREHOLDER YES FOR FOR NECESSARY STEPS TO DECLASSIFY THE BOARD OF DIRECTORS PROPOSAL #05: SHAREOWNER PROPOSAL-REQUESTING SHAREHOLDER SHAREHOLDER YES FOR FOR APPROVAL FOR CERTAIN FUTURE SEVERANCE AGREEMENTS TO EXECUTIVE OFFICERS. PROPOSAL #06: SHAREOWNER PROPOSAL-REQUESTING THE SHAREHOLDER YES AGAINST FOR SUBSTANTIAL MAJORITY OF THE BOARD OF DIRECTORS BE INDEPENDENT PROPOSAL #07: SHAREOWNER PROPOSAL-REQUESTING ALL FUTURE SHAREHOLDER YES AGAINST FOR STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED PROPOSAL #08: SHAREOWNER PROPOSAL-REQUESTING THAT SOME SHAREHOLDER YES AGAINST FOR PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED PROPOSAL #09: SHAREOWNER PROPOSAL-REQUESTING THE SHAREHOLDER YES FOR AGAINST EXPENSING IN ANNUAL INCOME STATEMENTS OF THE COST OF FUTURE STOCK OPTION GRANTS - ---------------------------------------------------------------------------------------------------- Issuer: QWEST COMMUNICATIONS INTERNATIONAL I Ticker: Q CUSIP: 749121109 Meeting Date 5/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: THOMAS J. DONOHUE ISSUER YES FOR FOR ELECTION OF DIRECTOR: K. DANE BROOKSHER ISSUER YES FOR FOR ELECTION OF DIRECTOR: PETER S. HELLMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: VINOD KHOSLA ISSUER YES FOR FOR PROPOSAL #02: MANAGEMENT'S PROPOSAL TO AMEND OUR RESTATED ISSUER YES FOR FOR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT CAUSE PROPOSAL #03: STOCKHOLDER PROPOSAL - REQUESTING WE AMEND SHAREHOLDER YES AGAINST FOR OUR BYLAWS TO REQUIRE THAT AN INDEPENDENT DIRECTOR WHO HAS NOT SERVED AS OUR CEO SERVE AS OUR CHAIRMAN PROPOSAL #04: STOCKHOLDER PROPOSAL - REQUESTING SHAREHOLDER YES AGAINST FOR STOCKHOLDER APPROVAL FOR CERTAIN BENEFITS FOR SENIOR EXECUTIVES UNDER OUR NON-QUALIFIED PENSION OR SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS PROPOSAL #05: STOCKHOLDER PROPOSAL - REQUESTING WE AMEND SHAREHOLDER YES AGAINST FOR OUR GOVERNANCE GUIDELINES TO PROVIDE THAT WE NOMINATE DIRECTORS SUCH THAT A TWO-THIRDS MAJORITY OF DIRECTORS WOULD BE INDEPENDENT UNDER THE STANDARD ADOPTED BY THE COUNCIL OF INSTITUTIONAL INVESTORS - ---------------------------------------------------------------------------------------------------- Issuer: REGIONS FINANCIAL CORPORATION Ticker: RF CUSIP: 758940100 Meeting Date 6/8/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: TO ADOPT THE AGREEMENT AND PLAN OF MERGER, ISSUER YES FOR FOR BY AND BETWEEN UNION PLANTERS CORPORATION AND REGIONS FINANCIAL CORPORATION AND THE TRANSACTIONS CONTEMPLATED THEREBY, PURSUANT TO WHICH UNION PLANTERS AND REGIONS WILL BE MERGED WITH AND INTO A NEWLY FORMED HOLDING COMPANY, NEW REGIONS FINANCIAL CORPORATION. ELECTION OF DIRECTOR: SUSAN W. MATLOCK ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARGARET H. GREENE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: CARL E. JONES, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN H. WATSON ISSUER YES FOR FOR PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR LLP AS REGIONS INDEPENDENT AUDITORS FOR THE YEAR 2004. PROPOSAL #04: TO ADJOURN THE REGIONS ANNUAL MEETING, IF ISSUER YES FOR FOR NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES. PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING THE REQUIRED SHAREHOLDER YES AGAINST FOR STOCKHOLDER VOTE FOR ELECTION OF DIRECTORS. - ---------------------------------------------------------------------------------------------------- Issuer: RENAISSANCERE HOLDINGS LTD. Ticker: RNR CUSIP: G7496G103 Meeting Date 5/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WILLIAM F. HECHT ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM I. RIKER ISSUER YES FOR FOR ELECTION OF DIRECTOR: NICHOLAS L. TRIVISONNO ISSUER YES FOR FOR PROPOSAL #02: TO APPOINT THE FIRM OF ERNST & YOUNG, ISSUER YES FOR FOR INDEPENDENT AUDITORS, TO SERVE AS OUR INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR UNTIL OUR 2005 ANNUAL MEETING, AND TO REFER THE DETERMINATION OF THE AUDITORS REMUNERATION TO THE BOARD. - ---------------------------------------------------------------------------------------------------- Issuer: REPUBLIC SERVICES, INC. Ticker: RSG CUSIP: 760759100 Meeting Date 5/11/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: HARRIS W. HUDSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALLAN C. SORENSEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES E. O'CONNOR ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN W. CROGHAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. LEE NUTTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ ISSUER YES FOR FOR PROPOSAL #02: ADJOURNMENT OF THE ANNUAL MEETING IN THE ISSUER YES FOR FOR EVENT THAT THERE ARE NOT A SUFFICIENT NUMBER OF VOTES PRESENT AT THE ANNUAL MEETING, EITHER IN PERSON OR BY PROXY, TO ELECT DIRECTORS. - ---------------------------------------------------------------------------------------------------- Issuer: ROSS STORES, INC. Ticker: ROST CUSIP: 778296103 Meeting Date 5/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: NORMAN A. FERBER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MICHAEL J. BUSH ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JAMES C. PETERS ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO APPROVE THE ROSS STORES, INC. 2004 ISSUER YES AGAINST AGAINST EQUITY INCENTIVE PLAN. PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE CERTIFICATE ISSUER YES AGAINST AGAINST OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000. PROPOSAL #04: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES AGAINST AGAINST TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005. - ---------------------------------------------------------------------------------------------------- Issuer: ROYAL DUTCH PETROLEUM COMPANY Ticker: RD CUSIP: 780257804 Meeting Date 6/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #2A: FINALIZATION OF THE BALANCE SHEET AS AT ISSUER YES FOR FOR DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT. PROPOSAL #2B: DECLARATION OF THE TOTAL DIVIDEND FOR THE ISSUER YES FOR FOR YEAR 2003. PROPOSAL #2C: DISCHARGE OF THE MANAGING DIRECTORS OF ISSUER YES FOR FOR RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE YEAR 2003. PROPOSAL #2D: DISCHARGE OF THE MEMBERS OF THE SUPERVISORY ISSUER YES FOR FOR BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE YEAR 2003. PROPOSAL #03: APPOINTMENT OF MS. L.Z. COOK AS A MANAGING ISSUER YES ABSTAIN AGAINST DIRECTOR OF THE COMPANY.* PROPOSAL #04: APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A ISSUER YES ABSTAIN AGAINST MEMBER OF THE SUPERVISORY BOARD.* PROPOSAL #05: APPOINTMENT OF MR. M.A. VAN DEN BERGH AS A ISSUER YES ABSTAIN AGAINST MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY ROTATION.* PROPOSAL #06: REDUCTION OF THE ISSUED SHARE CAPITAL WITH ISSUER YES FOR FOR A VIEW TO CANCELLA TION OF THE SHARES ACQUIRED BY THE COMPANY IN ITS OWN CAPITAL. PROPOSAL #07: AUTHORIZATION OF THE BOARD OF MANAGEMENT, ISSUER YES FOR FOR PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE CAPITAL OF THE COMPANY. - ---------------------------------------------------------------------------------------------------- Issuer: SAFEWAY INC. Ticker: SWY CUSIP: 786514208 Meeting Date 5/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: STEVEN A. BURD ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT I. MACDONNELL ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR FISCAL YEAR 2004. PROPOSAL #03: APPROVAL OF AND AMENDMENT TO THE RESTATED ISSUER YES FOR FOR CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS. PROPOSAL #04: APPROVAL OF STOCK OPTION EXCHANGE PROGRAM ISSUER YES FOR FOR FOR EMPLOYEES (EXCLUDING EXECUTIVE OFFICERS) PROVIDING FOR THE EXCHANGE OF OPTIONS PREVIOUSLY GRANTED UNDER THE 1999 AMENDED AND RESTATED EQUITY PARTICIPATION PLAN OF SAFEWAY INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST STOCKHOLDER PROPOSALS 5, 6, 7, 8, 9 AND 10. PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING INDEPENDENT SHAREHOLDER YES AGAINST FOR DIRECTOR AS CHAIRMAN OF THE BOARD. PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING CUMULATIVE SHAREHOLDER YES AGAINST FOR VOTING. PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING REPORT ON SHAREHOLDER YES ABSTAIN AGAINST IMPACT OF GENETICALLY ENGINEERED FOOD. PROPOSAL #08: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST SUSTAINABILITY REPORT. PROPOSAL #09: STOCKHOLDER PROPOSAL REGARDING POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTION AND PARTICIPATION REPORT. PROPOSAL #10: STOCKHOLDER PROPOSAL REGARDING EXPENSING SHAREHOLDER YES FOR AGAINST STOCK OPTIONS. - ---------------------------------------------------------------------------------------------------- Issuer: SANMINA-SCI CORPORATION Ticker: SANM CUSIP: 800907107 Meeting Date 1/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOHN C. BOLGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JURE SOLA ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARIO M. ROSATI ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: BERNARD V VONDERSCHMITT ISSUER YES FOR FOR ELECTION OF DIRECTOR: PETER J. SIMONE ISSUER YES FOR FOR ELECTION OF DIRECTOR: WAYNE SHORTRIDGE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: NEIL R. BONKE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: RANDY W. FURR ISSUER YES FOR FOR ELECTION OF DIRECTOR: A. EUGENE SAPP, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: JACQUELINE M. WARD ISSUER YES WITHHOLD AGAINST PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG ISSUER YES FOR FOR LLP AS THE INDEPENDENT AUDITORS OF SANMINA-SCI FOR ITS FISCAL YEAR ENDING OCTOBER 2, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: SAPPI LIMITED Ticker: SPP CUSIP: 803069202 Meeting Date 3/1/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #1A: CONFIRMATION OF APPOINTMENT OF DIRECTOR ISSUER YES FOR N/A APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR J C A LESLIE PROPOSAL #1B: CONFIRMATION OF APPOINTMENT OF DIRECTOR ISSUER YES FOR N/A APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR H C J MAMSCH PROPOSAL #1C: RE-ELECTION OF RETIRING DIRECTOR: MR M R ISSUER YES FOR N/A HAYMON PROPOSAL #1D: RE-ELECTION OF RETIRING DIRECTOR: MR E VAN ISSUER YES FOR N/A AS PROPOSAL #1E: RE-ELECTION OF RETIRING DIRECTOR: MR D G ISSUER YES FOR N/A WILSON PROPOSAL #02: SPECIAL RESOLUTION NUMBER 1 - A GENERAL ISSUER YES FOR N/A APPROVAL FOR THE COMPANY AND ITS SUBSIDIARIES TO ACQUIRE SAPPI LIMITED SHARES. PROPOSAL #03: ORDINARY RESOLUTION NUMBER 1 - SPECIFIC ISSUER YES FOR N/A APPROVAL TO SELL TREASURY SHARES TO THE SAPPI SHARE INCENTIVE SCHEME. PROPOSAL #04: ORDINARY RESOLUTION NUMBER 2 - PLACING ALL ISSUER YES FOR N/A THE UNISSUED ORDINARY SHARES IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS OF THE COMPANY WITH THE AUTHORITY TO ALLOT AND ISSUE SAME IN TERMS OF THE COMPANIES ACT AND THE LISTINGS REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA. PROPOSAL #05: ORDINARY RESOLUTION NUMBER 3 - AUTHORITY ISSUER YES FOR N/A FOR DIRECTORS TO SIGN ALL DOCUMENTS AND DO ALL SUCH THINGS NECESSARY TO IMPLEMENT THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF DATE: NO LATER THAN FEBRUARY 23, 2004 *** - ---------------------------------------------------------------------------------------------------- Issuer: SBC COMMUNICATIONS INC. Ticker: SBC CUSIP: 78387G103 Meeting Date 4/30/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES E. BARNES ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF INDEPENDENT AUDITORS. ISSUER YES FOR FOR PROPOSAL #03: APPROVE AN AMENDMENT TO SBC'S BYLAWS. ISSUER YES FOR FOR PROPOSAL #04: STOCKHOLDER PROPOSAL A. SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #05: STOCKHOLDER PROPOSAL B. SHAREHOLDER YES AGAINST FOR - ---------------------------------------------------------------------------------------------------- Issuer: SEARS, ROEBUCK AND CO. Ticker: S CUSIP: 812387108 Meeting Date 5/13/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALAN J. LACY ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONALD J. CARTY ISSUER YES FOR FOR ELECTION OF DIRECTOR: HUGH B. PRICE ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM L. BAX ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR THE YEAR 2004. PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING CLASSIFIED SHAREHOLDER YES FOR AGAINST BOARD. PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON SHAREHOLDER YES AGAINST FOR PILLS. PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR VOTE SHAREHOLDER COMMITTEE. - ---------------------------------------------------------------------------------------------------- Issuer: SEMPRA ENERGY Ticker: SRE CUSIP: 816851109 Meeting Date 5/4/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RICHARD G. NEWMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILFORD D. GODBOLD, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN L. BAUM ISSUER YES FOR FOR PROPOSAL #02: REAPPROVAL OF LONG TERM INCENTIVE PLAN ISSUER YES FOR FOR PERFORMANCE GOALS PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR PROPOSAL #04: PROPOSAL REGARDING ANNUAL ELECTION OF SHAREHOLDER YES FOR AGAINST DIRECTORS PROPOSAL #05: PROPOSAL REGARDING SHAREHOLDER RIGHTS PLAN SHAREHOLDER YES FOR AGAINST PROPOSAL #06: PROPOSAL REGARDING AUDITOR SERVICES SHAREHOLDER YES AGAINST FOR PROPOSAL #07: PROPOSAL REGARDING INDEPENDENT CHAIRMAN OF SHAREHOLDER YES AGAINST FOR THE BOARD - ---------------------------------------------------------------------------------------------------- Issuer: SMURFIT-STONE CONTAINER CORPORATION Ticker: SSCC CUSIP: 832727101 Meeting Date 5/12/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES R. BORIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: ALAN E. GOLDBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM T. LYNCH, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICK J. MOORE ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES J. O'CONNOR ISSUER YES FOR FOR ELECTION OF DIRECTOR: JERRY K. PEARLMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS A. REYNOLDS, III ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2004. PROPOSAL #03: SMURFIT-STONE CONTAINER CORPORATION 2004 ISSUER YES FOR FOR LONG TERM INCENTIVE PLAN. PROPOSAL #04: SMURFIT-STONE CONTAINER CORPORATION ISSUER YES FOR FOR NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN PROPOSAL #05: STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR - ---------------------------------------------------------------------------------------------------- Issuer: SOLECTRON CORPORATION Ticker: SLR CUSIP: 834182107 Meeting Date 1/7/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: C. WESLEY M. SCOTT ISSUER YES FOR FOR ELECTION OF DIRECTOR: CYRIL YANSOUNI ISSUER YES FOR FOR ELECTION OF DIRECTOR: OSAMU YAMADA ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM A. HASLER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DR. PAUL R. LOW ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: WILLIAM R. GRABER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD A. D'AMORE ISSUER YES FOR FOR ELECTION OF DIRECTOR: HEINZ FRIDRICH ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL R. CANNON ISSUER YES FOR FOR PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES AGAINST AGAINST 2002 STOCK OPTION PLAN TO PERMIT AN OPTION EXCHANGE PROGRAM. PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: SPRINT CORPORATION Ticker: FON CUSIP: 852061100 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: E. LINN DRAPER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: GORDON M. BETHUNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LINDA KOCH LORIMER ISSUER YES FOR FOR ELECTION OF DIRECTOR: DEBORAH A. HENRETTA ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS OF SPRINT FOR 2004 PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK SHAREHOLDER YES AGAINST FOR OPTION INDEXING PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING CEO PAY CAP SHAREHOLDER YES AGAINST FOR PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING INDEPENDENT SHAREHOLDER YES AGAINST FOR CHAIRMAN PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING REPORT ON SHAREHOLDER YES ABSTAIN AGAINST OUTSOURCING OFF-SHORE - ---------------------------------------------------------------------------------------------------- Issuer: SPRINT CORPORATION Ticker: FON CUSIP: 852061506 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: GORDON M. BETHUNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LINDA KOCH LORIMER ISSUER YES FOR FOR ELECTION OF DIRECTOR: DEBORAH A. HENRETTA ISSUER YES FOR FOR ELECTION OF DIRECTOR: E. LINN DRAPER, JR. ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS OF SPRINT FOR 2004 PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK SHAREHOLDER YES AGAINST FOR OPTION INDEXING PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING CEO PAY CAP SHAREHOLDER YES AGAINST FOR PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING INDEPENDENT SHAREHOLDER YES AGAINST FOR CHAIRMAN PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING REPORT ON SHAREHOLDER YES ABSTAIN AGAINST OUTSOURCING OFF-SHORE - ---------------------------------------------------------------------------------------------------- Issuer: SPX CORPORATION Ticker: SPW CUSIP: 784635104 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DAVID P. WILLIAMS** ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: CHARLES E. JOHNSON II** ISSUER YES FOR FOR ELECTION OF DIRECTOR: SARAH R. COFFIN* ISSUER YES WITHHOLD AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: STAPLES, INC. Ticker: SPLS CUSIP: 855030102 Meeting Date 6/17/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MARTIN TRUST ISSUER YES FOR FOR ELECTION OF DIRECTOR: GARY L. CRITTENDEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: PAUL F. WALSH ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ARTHUR M. BLANK ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO APPROVE STAPLES 2004 STOCK INCENTIVE ISSUER YES AGAINST AGAINST PLAN. PROPOSAL #03: TO APPROVE STAPLES AMENDED AND RESTATED ISSUER YES FOR FOR 1998 EMPLOYEE STOCK PURCHASE PLAN. PROPOSAL #04: TO APPROVE STAPLES AMENDED AND RESTATED ISSUER YES FOR FOR INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. PROPOSAL #05: TO RATIFY THE SELECTION BY THE AUDIT ISSUER YES AGAINST AGAINST COMMITTEE OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. PROPOSAL #06: TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER YES AGAINST FOR SHAREHOLDER RIGHTS PLANS. PROPOSAL #07: TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER YES AGAINST FOR SHAREHOLDER INPUT ON POISON PILLS. PROPOSAL #08: TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER YES AGAINST FOR COMMONSENSE EXECUTIVE COMPENSATION. PROPOSAL #09: TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR SHAREHOLDER YES AGAINST FOR INDEPENDENCE. - ---------------------------------------------------------------------------------------------------- Issuer: SUPERVALU INC. Ticker: SVU CUSIP: 868536103 Meeting Date 5/26/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MARISSA PETERSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEFFREY NODDLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEVEN S. ROGERS ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD E. DALY ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES M. LILLIS ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF KPMG LLP AS INDEPENDENT ISSUER YES FOR FOR AUDITORS PROPOSAL #03: TO CONSIDER AND VOTE ON A STOCKHOLDER SHAREHOLDER YES AGAINST FOR PROPOSAL - ---------------------------------------------------------------------------------------------------- Issuer: TELLABS, INC. Ticker: TLAB CUSIP: 879664100 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MICHAEL J. BIRCK ISSUER YES FOR FOR ELECTION OF DIRECTOR: KRISH A. PRABHU ISSUER YES FOR FOR ELECTION OF DIRECTOR: FREDERICK A. KREHBIEL ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF THE 2004 INCENTIVE COMPENSATION ISSUER YES FOR FOR PLAN PROPOSAL #03: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR AUDITORS - ---------------------------------------------------------------------------------------------------- Issuer: TERADYNE, INC. Ticker: TER CUSIP: 880770102 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOHN P. MULRONEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: PATRICIA S. WOLPERT ISSUER YES WITHHOLD AGAINST PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE 1996 ISSUER YES FOR FOR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED PURSUANT TO SAID PLAN BY 5,000,000 SHARES. PROPOSAL #03: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: TEXTRON INC. Ticker: TXT CUSIP: 883203101 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: KATHLEEN M. BADER ISSUER YES FOR FOR ELECTION OF DIRECTOR: IVOR J. EVANS ISSUER YES FOR FOR ELECTION OF DIRECTOR: LORD POWELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. KERRY CLARK ISSUER YES FOR FOR PROPOSAL #02: AMENDMENT TO TEXTRON 1999 LONG-TERM ISSUER YES FOR FOR INCENTIVE PLAN PROPOSAL #03: DIRECTOR RESTRICTED STOCK AWARDS ISSUER YES FOR FOR PROPOSAL #04: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR AUDITORS PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO FOREIGN SHAREHOLDER YES ABSTAIN AGAINST MILITARY SALES PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS - ---------------------------------------------------------------------------------------------------- Issuer: THE ALLSTATE CORPORATION Ticker: ALL CUSIP: 020002101 Meeting Date 5/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: EDWARD M. LIDDY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JACK M. GREENBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARY ALICE TAYLOR ISSUER YES FOR FOR ELECTION OF DIRECTOR: JUDITH A. SPRIESER ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. CHRISTOPHER REYES ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. JAMES FARRELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: H. JOHN RILEY, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD T. LEMAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: F. DUANE ACKERMAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES G. ANDRESS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSHUA I. SMITH ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR 2004. PROPOSAL #03: APPROVAL OF MATERIAL TERMS OF ANNUAL ISSUER YES FOR FOR COVERED EMPLOYEE INCENTIVE COMPENSATION PLAN. PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF LONG-TERM ISSUER YES FOR FOR EXECUTIVE INCENTIVE COMPENSATION PLAN. PROPOSAL #05: PROVIDE CUMULATIVE VOTING FOR BOARD OF SHAREHOLDER YES AGAINST FOR DIRECTORS. - ---------------------------------------------------------------------------------------------------- Issuer: THE HARTFORD FINANCIAL SVCS GROUP, I Ticker: HIG CUSIP: 416515104 Meeting Date 5/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: H. PATRICK SWYGERT ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAMANI AYER ISSUER YES FOR FOR ELECTION OF DIRECTOR: GORDON I. ULMER ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID K. ZWIENER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD E. FERGUSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD J. KELLY, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: PAUL G. KIRK, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS M. MARRA ISSUER YES FOR FOR ELECTION OF DIRECTOR: GAIL J. MCGOVERN ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT W. SELANDER ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHARLES B. STRAUSS ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. PROPOSAL #03: PROPOSAL BY SHAREHOLDER RELATING TO SHAREHOLDER YES AGAINST FOR EXECUTIVE COMPENSATION. - ---------------------------------------------------------------------------------------------------- Issuer: THE INTERPUBLIC GROUP OF COMPANIES, Ticker: IPG CUSIP: 460690100 Meeting Date 5/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: J. PHILLIP SAMPER ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: REGINALD K. BRACK ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL I. ROTH ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: H. JOHN GREENIAUS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JILL M. CONSIDINE ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID A. BELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN J. DOONER, JR. ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF 2004 PERFORMANCE INCENTIVE ISSUER YES FOR FOR PLAN. PROPOSAL #03: APPROVAL OF THE INTERPUBLIC NON-MANAGEMENT ISSUER YES FOR FOR DIRECTORS STOCK INCENTIVE PLAN. PROPOSAL #04: CONFIRMATION OF PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR INDEPENDENT AUDITORS FOR 2004. PROPOSAL #05: APPROVAL OF PROPOSED SHAREHOLDER RESOLUTION SHAREHOLDER YES ABSTAIN AGAINST ON NORTHERN IRELAND. - ---------------------------------------------------------------------------------------------------- Issuer: THE KROGER CO. Ticker: KR CUSIP: 501044101 Meeting Date 6/24/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: DAVID B. DILLON ISSUER YES FOR FOR ELECTION OF DIRECTOR: DON W. MCGEORGE ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. RODNEY MCMULLEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID B. LEWIS ISSUER YES FOR FOR ELECTION OF DIRECTOR: SUSAN M. PHILLIPS ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN L. CLENDENIN ISSUER YES FOR FOR PROPOSAL #02: APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS ISSUER YES FOR FOR AUDITORS. PROPOSAL #03: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY SHAREHOLDER YES FOR AGAINST PRESENTED, TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS TO BE ELECTED ANNUALLY. PROPOSAL #04: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY SHAREHOLDER YES AGAINST FOR PRESENTED, TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER POSITIONS. PROPOSAL #05: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY SHAREHOLDER YES FOR AGAINST PRESENTED, TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE AGREEMENTS. - ---------------------------------------------------------------------------------------------------- Issuer: THE MAY DEPARTMENT STORES COMPANY Ticker: MAY CUSIP: 577778103 Meeting Date 5/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RUSSELL E. PALMER ISSUER YES FOR FOR ELECTION OF DIRECTOR: EUGENE S. KAHN ISSUER YES FOR FOR ELECTION OF DIRECTOR: HELENE L. KAPLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES M. KILTS ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM P. STIRITZ ISSUER YES FOR FOR PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR INDEPENDENT ACCOUNTANTS. PROPOSAL #C: PROPOSAL TO AMEND MAY'S EXECUTIVE INCENTIVE ISSUER YES FOR FOR COMPENSATION PLAN FOR CORPORATE EXECUTIVES. PROPOSAL #D: PROPOSAL TO AMEND MAY'S 1994 STOCK INCENTIVE ISSUER YES FOR FOR PLAN. PROPOSAL #E: PROPOSAL BY A SHAREOWNER CONCERNING A SHAREHOLDER YES FOR AGAINST CLASSIFIED BOARD. - ---------------------------------------------------------------------------------------------------- Issuer: THE PMI GROUP, INC. Ticker: PMI CUSIP: 69344M101 Meeting Date 5/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MARIANN BYERWALTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD L. THOMAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: MARY LEE WIDENER ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEVEN L. SCHEID ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. KENNETH T. ROSEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN D. ROACH ISSUER YES FOR FOR ELECTION OF DIRECTOR: RAYMOND L. OCAMPO JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: WAYNE E. HEDIEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: W. ROGER HAUGHTON ISSUER YES FOR FOR ELECTION OF DIRECTOR: CARMINE GUERRO ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. JAMES C. CASTLE ISSUER YES FOR FOR ELECTION OF DIRECTOR: LOUIS O. LOWER II ISSUER YES FOR FOR ELECTION OF DIRECTOR: L. STEPHEN SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: RONALD H. ZECH ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED EQUITY ISSUER YES FOR FOR INCENTIVE PLAN. PROPOSAL #04: APPROVAL OF THE MATCHING CONTRIBUTION ISSUER YES FOR FOR FEATURE OF THE OFFICER DEFERRED COMPENSATION PLAN. PROPOSAL #05: APPROVAL OF THE AMENDED AND RESTATED BONUS ISSUER YES FOR FOR INCENTIVE PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: THE ST. PAUL COMPANIES, INC. Ticker: STA CUSIP: 792860108 Meeting Date 3/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: TO ACT ON THE PROPOSAL TO ISSUE SHARES OF ISSUER YES FOR FOR ST. PAUL'S COMMON STOCK IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG ST. PAUL, TRAVELERS PROPERTY CASUALTY CORP. AND A SUBSIDIARY OF ST. PAUL. PROPOSAL #02: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR BYLAWS IN CONNECTION WITH THE TRANSACTION, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. PROPOSAL #03: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR ARTICLES OF INCORPORATION IN CONNECTION WITH THE TRANSACTION, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. PROPOSAL #04: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S ISSUER YES FOR FOR ARTICLES OF INCORPORATION TO REDUCE THE SHAREHOLDER APPROVAL REQUIRED FOR CERTAIN FUTURE FUNDAMENTAL ACTIONS, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. - ---------------------------------------------------------------------------------------------------- Issuer: THE TJX COMPANIES, INC. Ticker: TJX CUSIP: 872540109 Meeting Date 6/1/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: GARY L. CRITTENDEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDMOND J. ENGLISH ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD G. LESSER ISSUER YES FOR FOR PROPOSAL #02: AMENDMENTS TO THE STOCK INCENTIVE PLAN. ISSUER YES AGAINST AGAINST PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING ILO SHAREHOLDER YES ABSTAIN AGAINST STANDARDS CODE OF CONDUCT AND INDEPENDENT MONITORING. PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING BOARD REPORT SHAREHOLDER YES ABSTAIN AGAINST ON VENDOR COMPLIANCE PROGRAM. PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES FOR AGAINST DECLASSIFICATION OF ELECTION OF DIRECTORS. - ---------------------------------------------------------------------------------------------------- Issuer: THOMAS & BETTS CORPORATION Ticker: TNB CUSIP: 884315102 Meeting Date 5/5/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: E.H. DREW ISSUER YES FOR FOR ELECTION OF DIRECTOR: T.K. DUNNIGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.K. HAUSWALD ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.H. WALTRIP ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.D. STEVENS ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.L. STEAD ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.P. RICHARD ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.A. KENKEL ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.B. KALICH SR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: D. JERNIGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: K.R. MASTERSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: D.J. PILEGGI ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR PUBLIC ACCOUNTANTS PROPOSAL #03: MANAGEMENT INCENTIVE PLAN ISSUER YES FOR FOR PROPOSAL #04: EQUITY COMPENSATION PLAN ISSUER YES FOR FOR PROPOSAL #05: NON EMPLOYEE DIRECTORS EQUITY COMPENSATION ISSUER YES FOR FOR PLAN - ---------------------------------------------------------------------------------------------------- Issuer: TIME WARNER INC. Ticker: TWX CUSIP: 887317105 Meeting Date 5/21/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ROBERT C. CLARK ISSUER YES FOR FOR ELECTION OF DIRECTOR: MILES R. GILBURNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: CARLA A. HILLS ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANK J. CAUFIELD ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN M. CASE ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH ISSUER YES FOR FOR ELECTION OF DIRECTOR: REUBEN MARK ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES L. BARKSDALE ISSUER YES FOR FOR ELECTION OF DIRECTOR: KENNETH J. NOVACK ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.E. TURNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: FRANCIS T. VINCENT, JR. ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF AUDITORS. ISSUER YES FOR FOR PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING CHINA SHAREHOLDER YES ABSTAIN AGAINST BUSINESS PRINCIPLES. PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING REPORT ON SHAREHOLDER YES AGAINST FOR PAY DISPARITY. - ---------------------------------------------------------------------------------------------------- Issuer: TOLL BROTHERS, INC. Ticker: TOL CUSIP: 889478103 Meeting Date 3/18/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RICHARD J. BRAEMER ISSUER YES FOR FOR ELECTION OF DIRECTOR: ZVI BARZILAY ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD G. BOEHNE ISSUER YES FOR FOR ELECTION OF DIRECTOR: CARL B. MARBACH ISSUER YES FOR FOR PROPOSAL #02: THE APPROVAL OF ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR COMPANY'S AUDITORS FOR THE 2004 FISCAL YEAR. - ---------------------------------------------------------------------------------------------------- Issuer: TORCHMARK CORPORATION Ticker: TMK CUSIP: 891027104 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CHARLES E. ADAIR ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSEPH L. LANIER, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.B. HUDSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.K. RICHEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOSEPH M. FARLEY ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF AUDITORS ISSUER YES FOR FOR PROPOSAL #03: SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR PROPOSAL #04: SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: TOTAL S.A. Ticker: TOT CUSIP: 89151E109 Meeting Date 5/14/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: APPROVAL OF CERTAIN REPORTS AND OF THE ISSUER YES FOR FOR PARENT COMPANY'S FINANCIAL STATEMENTS PROPOSAL #02: APPROVAL OF CONSOLIDATED FINANCIAL ISSUER YES FOR FOR STATEMENTS PROPOSAL #03: ALLOCATION OF INCOME, APPROVAL OF THE ISSUER YES FOR FOR DIVIDEND PROPOSAL #04: AGREEMENTS MENTIONED IN ARTICLE L. 225-38 ISSUER YES FOR FOR OF THE FRENCH COMMERCIAL CODE PROPOSAL #05: AUTHORIZATION TO TRADE THE COMPANY'S OWN ISSUER YES FOR FOR SHARES PROPOSAL #06: AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR ISSUE DEBT SECURITIES AND/OR PERPETUAL SUBORDINATED NOTES FOR A MAXIMUM NOMINAL AMOUNT OF 10 BILLION EUROS ELECTION OF DIRECTOR: MR. SERGE TCHURUK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MR. THIERRY DESMAREST ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MR. THIERRY DE RUDDER ISSUER YES WITHHOLD AGAINST PROPOSAL #10: APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR ISSUER YES ABSTAIN AGAINST REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION PROPOSAL #11: APPOINTMENT OF PHILIPPE MARCHANDISE AS A ISSUER YES ABSTAIN AGAINST DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION PROPOSAL #12: APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR ISSUER YES ABSTAIN AGAINST REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION PROPOSAL #13: APPOINTMENT OF ALAN CRAMER AS A DIRECTOR ISSUER YES ABSTAIN AGAINST REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION PROPOSAL #14: APPOINTMENT OF STATUTORY AUDITORS ISSUER YES FOR FOR PROPOSAL #15: RENEWAL OF STATUTORY AUDITORS ISSUER YES FOR FOR PROPOSAL #16: APPOINTMENT OF AN ALTERNATE AUDITOR ISSUER YES FOR FOR PROPOSAL #17: APPOINTMENT OF AN ALTERNATE AUDITOR ISSUER YES FOR FOR PROPOSAL #18: DETERMINATION OF THE TOTAL AMOUNT OF ISSUER YES FOR FOR DIRECTORS COMPENSATION PROPOSAL #19: AUTHORIZATION TO AWARD OPTIONS TO SUBSCRIBE ISSUER YES FOR FOR FOR OR PURCHASE STOCK OF THE COMPANY IN FAVOUR OF THE MANAGEMENT AND KEY EMPLOYEES OF THE GROUP PROPOSAL #20: AUTHORIZATION FOR ISSUING CONVERTIBLE OR ISSUER YES AGAINST AGAINST OTHER EQUITY SECURITIES PROPOSAL #21: AUTHORIZATION TO USE THE ABOVE DELEGATION ISSUER YES AGAINST AGAINST WITHOUT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS, BUT WITH AN OPTION TO GRANT A PRIORITY PERIOD PROPOSAL #22: CAPITAL INCREASE RESERVED FOR EMPLOYEES ISSUER YES AGAINST AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: TRAVELERS PROPERTY CASUALTY CORP. Ticker: TAPA CUSIP: 89420G109 Meeting Date 3/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: PROPOSAL TO APPROVE THE AGREEMENT AND PLAN ISSUER YES FOR FOR OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG THE ST. PAUL COMPANIES, INC., TRAVELERS PROPERTY CASUALTY CORP. AND ADAMS ACQUISITION CORP., AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER. - ---------------------------------------------------------------------------------------------------- Issuer: TRAVELERS PROPERTY CASUALTY CORP. Ticker: TAPA CUSIP: 89420G406 Meeting Date 3/19/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt PROPOSAL #01: PROPOSAL TO APPROVE THE AGREEMENT AND PLAN ISSUER YES FOR FOR OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG THE ST. PAUL COMPANIES, INC., TRAVELERS PROPERTY CASUALTY CORP. AND ADAMS ACQUISITION CORP., AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER. - ---------------------------------------------------------------------------------------------------- Issuer: TYCO INTERNATIONAL LTD. Ticker: TYC CUSIP: 902124106 Meeting Date 3/25/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR ELECTION OF DIRECTOR: H. CARL MCCALL ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRENDAN R. O'NEILL ISSUER YES FOR FOR ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR ELECTION OF DIRECTOR: JEROME B. YORK ISSUER YES FOR FOR ELECTION OF DIRECTOR: DENNIS C. BLAIR ISSUER YES FOR FOR ELECTION OF DIRECTOR: GEORGE W. BUCKLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: MACKEY J. MCDONALD ISSUER YES FOR FOR ELECTION OF DIRECTOR: SANDRA S. WIJNBERG ISSUER YES FOR FOR PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION. PROPOSAL #03: ADOPTION OF THE AMENDED AND RESTATED ISSUER YES FOR FOR BYE-LAWS. PROPOSAL #04: APPROVAL OF TYCO 2004 STOCK AND INCENTIVE ISSUER YES FOR FOR PLAN. PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES FOR FOR ENVIRONMENTAL REPORTING. PROPOSAL #06: SHAREHOLDER PROPOSAL TO CHANGE TYCO'S SHAREHOLDER YES AGAINST FOR JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. PROPOSAL #07: SHAREHOLDER PROPOSAL ON COMMON SENSE SHAREHOLDER YES AGAINST FOR EXECUTIVE COMPENSATION. - ---------------------------------------------------------------------------------------------------- Issuer: U.S. BANCORP Ticker: USB CUSIP: 902973304 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: RICHARD G. REITEN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: JERRY W. LEVIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: THOMAS E. PETRY ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: V. BUYNISKI GLUCKMAN ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. ISSUER YES FOR FOR PROPOSAL #02: RATIFY SELECTION OF ERNST & YOUNG LLP AS ISSUER YES AGAINST AGAINST INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR. PROPOSAL #03: SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM SHAREHOLDER YES AGAINST FOR FOR SENIOR EXECUTIVES. PROPOSAL #04: SHAREHOLDER PROPOSAL: SUPPLEMENTAL SHAREHOLDER YES AGAINST FOR EXECUTIVE RETIREMENT BENEFITS. PROPOSAL #05: SHAREHOLDER PROPOSAL: SIMPLE MAJORITY SHAREHOLDER YES FOR AGAINST VOTING. - ---------------------------------------------------------------------------------------------------- Issuer: UNIONBANCAL CORPORATION Ticker: UB CUSIP: 908906100 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR ELECTION OF DIRECTOR: TAKAHARU SAEGUSA ISSUER YES FOR FOR ELECTION OF DIRECTOR: NORIMICHI KANARI ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD C. HARTNACK ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL J. GILLFILLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: L. DALE CRANDALL ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID R. ANDREWS ISSUER YES FOR FOR ELECTION OF DIRECTOR: TETSUO SHIMURA ISSUER YES FOR FOR ELECTION OF DIRECTOR: PHILIP B. FYLNN ISSUER YES FOR FOR ELECTION OF DIRECTOR: STANLEY F. FARRAR ISSUER YES FOR FOR ELECTION OF DIRECTOR: TAKAHIRO MORIGUCHI ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J. FERNANDO NIEBLA ISSUER YES FOR FOR ELECTION OF DIRECTOR: SATORU KISHI ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD D. FARMAN ISSUER YES FOR FOR PROPOSAL #02: TO AMEND THE 1997 UNIONBANCAL CORPORATION ISSUER YES FOR FOR PERFORMANCE SHARE PLAN. PROPOSAL #03: TO RATIFY THE SELECTION OF UNIONBANCAL ISSUER YES FOR FOR CORPORATION'S INDEPENDENT AUDITORS, DELOITTE & TOUCHE LLP, FOR 2004. PROPOSAL #04: TO APPROVE A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR CUMULATIVE VOTING. - ---------------------------------------------------------------------------------------------------- Issuer: UNISYS CORPORATION Ticker: UIS CUSIP: 909214108 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CLAYTON M. JONES ISSUER YES FOR FOR ELECTION OF DIRECTOR: THEODORE E. MARTIN ISSUER YES FOR FOR ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH ISSUER YES FOR FOR ELECTION OF DIRECTOR: HENRY C. DUQUES ISSUER YES FOR FOR - ---------------------------------------------------------------------------------------------------- Issuer: VALERO ENERGY CORPORATION Ticker: VLO CUSIP: 91913Y100 Meeting Date 4/29/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: E. GLENN BIGGS ISSUER YES FOR FOR ELECTION OF DIRECTOR: RUBEN M. ESCOBEDO ISSUER YES FOR FOR ELECTION OF DIRECTOR: BOB MARBUT ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF KPMG LLP AS AUDITORS FOR ISSUER YES FOR FOR 2004. PROPOSAL #03: CLIMATE CHANGE RESOLUTION. SHAREHOLDER YES ABSTAIN AGAINST - ---------------------------------------------------------------------------------------------------- Issuer: VARIAN SEMICONDUCTOR EQUIP. ASSOC., Ticker: VSEA CUSIP: 922207105 Meeting Date 2/10/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ROBERT W. DUTTON ISSUER YES FOR FOR PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES FOR FOR STOCK PLAN TO AUTHORIZE THE ISSUANCE OF UP TO AN AGGREGATE OF 100,000 SHARES OF COMMON STOCK IN THE FORM OF STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS, PERFORMANCE SHARES AND/OR RESTRICTED STOCK. PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE OMNIBUS ISSUER YES FOR FOR STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 2,100,000 SHARES. PROPOSAL #04: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING OCTOBER 1, 2004. - ---------------------------------------------------------------------------------------------------- Issuer: VERIZON COMMUNICATIONS INC. Ticker: VZ CUSIP: 92343V104 Meeting Date 4/28/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: H.B. PRICE ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.D. STOREY ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. STAFFORD ISSUER YES FOR FOR ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: S.O. MOOSE ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.W. LANE ISSUER YES FOR FOR ELECTION OF DIRECTOR: J. NEUBAUER ISSUER YES FOR FOR ELECTION OF DIRECTOR: T.H. O'BRIEN ISSUER YES FOR FOR ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. BARKER ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR ISSUER YES FOR FOR PROPOSAL #03: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR PROPOSAL #04: BOARD COMPOSITION SHAREHOLDER YES AGAINST FOR PROPOSAL #05: SEPARATE CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR PROPOSAL #06: FUTURE POISON PILL SHAREHOLDER YES AGAINST FOR PROPOSAL #07: SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS SHAREHOLDER YES AGAINST FOR PROPOSAL #08: OPTIONS OR STOCK GRANTS BASED ON TRACKING SHAREHOLDER YES AGAINST FOR STOCK PROPOSAL #09: DIVERSITY REPORT ON OPTION GRANTS TO SHAREHOLDER YES ABSTAIN AGAINST EMPLOYEES PROPOSAL #10: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST PROPOSAL #11: COLLECTION OF UNIVERSAL SERVICE AND NUMBER SHAREHOLDER YES ABSTAIN AGAINST PORTABILIY FEES - ---------------------------------------------------------------------------------------------------- Issuer: VF CORPORATION Ticker: VFC CUSIP: 918204108 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: CLARENCE OTIS, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: DANIEL R. HESSE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: GEORGE FELLOWS ISSUER YES FOR FOR ELECTION OF DIRECTOR: EDWARD E. CRUTCHFIELD ISSUER YES WITHHOLD AGAINST PROPOSAL #02: APPROVE AN AMENDMENT AND RESTATEMENT OF ISSUER YES AGAINST AGAINST VF'S 1996 STOCK COMPENSATION PLAN. PROPOSAL #03: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 1, 2005. PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES FOR AGAINST DECLASSIFICATION OF THE BOARD OF DIRECTORS FOR THE PURPOSE OF DIRECTOR ELECTIONS. PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING THE BOARD SHAREHOLDER YES ABSTAIN AGAINST OF DIRECTORS TO ADOPT A POLICY RELATING TO INTERNATIONAL LABOR ORGANIZATION STANDARDS AND ISSUE A REPORT ON THE POLICY'S IMPLEMENTATION. - ---------------------------------------------------------------------------------------------------- Issuer: VISHAY INTERTECHNOLOGY, INC. Ticker: VSH CUSIP: 928298108 Meeting Date 5/12/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ZVI GRINFAS ISSUER YES FOR FOR ELECTION OF DIRECTOR: DR. GERALD PAUL ISSUER YES FOR FOR ELECTION OF DIRECTOR: PHILIPPE GAZEAU ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: DR. FELIX ZANDMAN ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR LLP AS VISHAY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED VISHAY ISSUER YES FOR FOR INTERTECHNOLOGY, INC. SECTION 162(M) CASH BONUS PLAN. PROPOSAL #04: APPROVAL OF THE VISHAY INTERTECHNOLOGY, ISSUER YES FOR FOR INC. SENIOR EXECUTIVE PHANTOM STOCK PLAN. - ---------------------------------------------------------------------------------------------------- Issuer: WACHOVIA CORPORATION Ticker: WB CUSIP: 929903102 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: JOSEPH NEUBAUER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JAMES S. BALLOUN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN T. CASTEEN, III ISSUER YES FOR FOR ELECTION OF DIRECTOR: LANTY L. SMITH ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONA DAVIS YOUNG 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 2004. PROPOSAL #03: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES AGAINST FOR OPPOSES, REGARDING NOMINATING DIRECTORS. PROPOSAL #04: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES ABSTAIN AGAINST OPPOSES, REGARDING REPORTING POLITICAL INFORMATION. PROPOSAL #05: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT SHAREHOLDER YES AGAINST FOR OPPOSES, REGARDING SEPARATING THE OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER. - ---------------------------------------------------------------------------------------------------- Issuer: WASHINGTON MUTUAL, INC. Ticker: WM CUSIP: 939322103 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ANNE V. FARRELL ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN E. FRANK ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: MARGARET OSMER MCQUADE ISSUER YES FOR FOR ELECTION OF DIRECTOR: WILLIAM D. SCHULTE ISSUER YES WITHHOLD AGAINST PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE ISSUER YES AGAINST AGAINST & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2004 PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO A SPECIFIC SHAREHOLDER YES AGAINST FOR COMPENSATION PROGRAM - ---------------------------------------------------------------------------------------------------- Issuer: WELLS FARGO & COMPANY Ticker: WFC CUSIP: 949746101 Meeting Date 4/27/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: PHILIP J. QUIGLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: JUDITH M. RUNSTAD ISSUER YES FOR FOR ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: REATHA CLARK KING ISSUER YES FOR FOR ELECTION OF DIRECTOR: SUSAN G. SWENSON ISSUER YES FOR FOR ELECTION OF DIRECTOR: SUSAN E. ENGEL ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL W. WRIGHT ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: J.A. BLANCHARD III ISSUER YES FOR FOR ELECTION OF DIRECTOR: RICHARD D. MCCORMICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: DONALD B. RICE ISSUER YES WITHHOLD AGAINST ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT L. JOSS ISSUER YES FOR FOR PROPOSAL #02: PROPOSAL TO APPROVE THE COMPANY'S ISSUER YES FOR FOR SUPPLEMENTAL 401(K) PLAN. PROPOSAL #03: PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR AS INDEPENDENT AUDITORS FOR 2004. PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING EXPENSING SHAREHOLDER YES FOR AGAINST STOCK OPTIONS. PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING RESTRICTED SHAREHOLDER YES AGAINST FOR STOCK. PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING EXECUTIVE SHAREHOLDER YES ABSTAIN AGAINST COMPENSATION AND PREDATORY LENDING. PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING POLITICAL SHAREHOLDER YES ABSTAIN AGAINST CONTRIBUTIONS. - ---------------------------------------------------------------------------------------------------- Issuer: WHIRLPOOL CORPORATION Ticker: WHR CUSIP: 963320106 Meeting Date 4/20/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALLAN D. GILMOUR ISSUER YES FOR FOR ELECTION OF DIRECTOR: JANICE D. STONEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: DAVID R. WHITWAM ISSUER YES FOR FOR ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON ISSUER YES FOR FOR PROPOSAL #02: TO RENEW THE WHIRLPOOL CORPORATION ISSUER YES FOR FOR PERFORMANCE EXCELLENCE PLAN - ---------------------------------------------------------------------------------------------------- Issuer: WYETH Ticker: WYE CUSIP: 983024100 Meeting Date 4/22/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR ELECTION OF DIRECTOR: F.A. BENNACK, JR. ISSUER YES FOR FOR ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR ELECTION OF DIRECTOR: R. LANGER ISSUER YES FOR FOR ELECTION OF DIRECTOR: J.P. MASCOTTE ISSUER YES FOR FOR ELECTION OF DIRECTOR: M.L. POLAN ISSUER YES FOR FOR ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR ELECTION OF DIRECTOR: C.L. ALEXANDER, JR. ISSUER YES FOR FOR PROPOSAL #02: RATIFICATION OF PRINCIPAL INDEPENDENT ISSUER YES FOR FOR PUBLIC ACCOUNTANTS PROPOSAL #03: ADOPTION OF THE STOCKHOLDER PROPOSAL ON SHAREHOLDER YES ABSTAIN AGAINST ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS PROPOSAL #04: ADOPTION OF STOCKHOLDER PROPOSAL ON ANIMAL SHAREHOLDER YES ABSTAIN AGAINST TESTING - ---------------------------------------------------------------------------------------------------- Issuer: XL CAPITAL LTD Ticker: XL CUSIP: G98255105 Meeting Date 4/30/2004 For/Against Proposal: Proposed by Voted? Vote Cast Mgmt ELECTION OF DIRECTOR: ALAN Z. SENTER ISSUER YES FOR FOR ELECTION OF DIRECTOR: JOHN LOUDON ISSUER YES FOR FOR ELECTION OF DIRECTOR: ROBERT S. PARKER ISSUER YES FOR FOR PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR PRICEWATERHOUSECOOPERS LLP, NEW YORK, TO ACT AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 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 WINDSOR FUNDS By: /s/John J. Brennan (Heidi Stam) John J. Brennan* Chairman & Chief Executive Officer Date: August 31, 2004 * By Power of Attorney. See File Number 2-57689, filed on December 26, 2002. Incorporated by reference.
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N-PX Filing
Vanguard Windsor Fund (VWNDX) N-PXAnnual report of proxy voting record
Filed: 31 Aug 04, 12:00am