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 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA (610) 669-1000
DATE OF FISCAL YEAR END: OCTOBER 31
DATE OF REPORTING PERIOD: JULY 1, 2005 - JUNE 30, 2006
FUND: VANGUARD WINDSOR FUND
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ISSUER: ACE LIMITED
TICKER: ACE CUSIP: G0070K103
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL G. ATIEH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY A. CIRILLO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE L. CROCKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. NEFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY M. STUART ISSUER YES FOR FOR
PROPOSAL #B: APPROVAL OF AMENDMENT TO ACE LIMITED ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #C: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2006.
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ISSUER: ALCOA INC.
TICKER: AA CUSIP: 013817101
MEETING DATE: 4/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KATHRYN S. FULLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH M. GUERON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNESTO ZEDILLO ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE INDEPENDENT ISSUER YES FOR FOR
AUDITOR
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ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL 1 - REQUESTING SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN
PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
COMMITMENT TO GLOBAL HUMAN RIGHTS STANDARDS
PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
ADDRESS HEALTH HAZARDS FOR AFRICAN AMERICANS
ASSOCIATED WITH SMOKING MENTHOL CIGARETTES
PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS GLOBALLY
PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
ADOPTION OF ANIMAL WELFARE POLICY
PROPOSAL #08: STOCKHOLDER PROPOSAL 6 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
SUPPORT FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO
PROPOSAL #09: STOCKHOLDER PROPOSAL 7 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
FACILITATE MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE
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ISSUER: AMERICAN ELECTRIC POWER COMPANY, INC
TICKER: AEP CUSIP: 025537101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E.R. BROOKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.M. CARLTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. CROSBY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. DESBARRES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. FRI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.A. GOODSPEED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.A. HUDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.G. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.L. NOWELL III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. SANDOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.G. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.D. SULLIVAN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
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ISSUER: AMERICAN INTERNATIONAL GROUP, INC.
TICKER: AIG CUSIP: 026874107
MEETING DATE: 8/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M. AIDINOFF ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: P. CHIA ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: M. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. HAMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. HILLS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R. HOLBROOKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. KANAK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. MILES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. OFFIT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. TSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F. ZARB ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES AGAINST AGAINST
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ISSUER: AMERICAN INTERNATIONAL GROUP, INC.
TICKER: AIG CUSIP: 026874107
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PEI-YUAN CHIA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARSHALL A. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN S. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN L. HAMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. HOLBROOKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRED H. LANGHAMMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE L. MILES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MORRIS W. OFFIT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES F. ORR III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN J. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. SUTTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDMUND S.W. TSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK G. ZARB ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
PROPOSAL #03: ADOPTION OF AN EXECUTIVE INCENTIVE PLAN. ISSUER YES FOR FOR
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ISSUER: AMERICAN TOWER CORPORATION
TICKER: AMT CUSIP: 029912201
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RAYMOND P. DOLAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CAROLYN F. KATZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GUSTAVO LARA CANTU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRED R. LUMMIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAMELA D.A. REEVE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMME L. THOMPSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2006.
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ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GERARD J. ARPEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. BACHMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. PURCELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW K. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER T. STAUBACH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2006.
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR NON-EMPLOYEE DIRECTORS.
PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO A SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION VOTE THRESHOLD.
PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
PROPOSAL #06: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
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ISSUER: APPLIED MATERIALS, INC.
TICKER: AMAT CUSIP: 038222105
MEETING DATE: 3/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH A. COLEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP V. GERDINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. IANNOTTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES Y.S. LIU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERHARD H. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLEM P. ROELANDTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL R. SPLINTER ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
APPLIED MATERIALS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2006.
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ISSUER: ARROW ELECTRONICS, INC.
TICKER: ARW CUSIP: 042735100
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DANIEL W. DUVAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN N. HANSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD S. HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.F. (FRAN) KEETH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN GORDON MILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM E. MITCHELL 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: JOHN C. WADDELL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS ARROW'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2006.
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ISSUER: AT&T INC.
TICKER: T CUSIP: 00206R102
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GILBERT F. AMELIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AUGUST A. BUSCH III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN K. EBY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON C. MADONNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TONI REMBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RANDALL L. STEPHENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD E. WHITACRE, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVE APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: APPROVE 2006 INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: APPROVE AMENDMENT TO RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION
PROPOSAL #05: STOCKHOLDER PROPOSAL A SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL B SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL C SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: STOCKHOLDER PROPOSAL D SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: STOCKHOLDER PROPOSAL E SHAREHOLDER YES FOR AGAINST
PROPOSAL #10: STOCKHOLDER PROPOSAL F SHAREHOLDER YES FOR AGAINST
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ISSUER: AVNET, INC.
TICKER: AVT CUSIP: 053807103
MEETING DATE: 11/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ELEANOR BAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. VERONICA BIGGINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. CLARKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EHUD HOUMINER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. LAWRENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK R. NOONAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER M. SMITHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROY VALLEE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JULY 1, 2006.
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ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TOMMY R. FRANKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
PROPOSAL #03: ADOPT AN AMENDMENT TO THE 2003 KEY ISSUER YES FOR FOR
ASSOCIATE STOCK PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL- POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #05: STOCKHOLDER PROPOSAL- MAJORITY VOTING IN SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTIONS
PROPOSAL #06: STOCKHOLDER PROPOSAL- INDEPENDENT BOARD SHAREHOLDER YES AGAINST FOR
CHAIRMAN
PROPOSAL #07: STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT SHAREHOLDER YES AGAINST FOR
OPPORTUNITY POLICY
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ISSUER: BELLSOUTH CORPORATION
TICKER: BLS CUSIP: 079860102
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F.D. ACKERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.V. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BLANCHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. FEIDLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.F. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. KELLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.F. MULLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.B. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.S. STAVROPOULOS ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
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ISSUER: BORGWARNER INC.
TICKER: BWA CUSIP: 099724106
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PHYLLIS O. BONANNO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEXIS P. MICHAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD O. SCHAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS T. STALLKAMP ISSUER YES FOR FOR
PROPOSAL #02: TO VOTE UPON A PROPOSAL TO APPROVE THE ISSUER YES FOR FOR
AMENDMENT TO THE BORGWARNER INC. 2004 STOCK INCENTIVE
PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2006.
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ISSUER: BOSTON SCIENTIFIC CORPORATION
TICKER: BSX CUSIP: 101137107
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN E. ABELE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL L. FLEISHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNEST MARIO, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: UWE E. REINHARDT ISSUER YES FOR FOR
PROPOSAL #02A: ELECTION OF DIRECTOR: NANCY-ANN DEPARLE ISSUER YES FOR FOR
PROPOSAL #02B: ELECTION OF DIRECTOR: KRISTINA M. ISSUER YES FOR FOR
JOHNSON, PH.D.
PROPOSAL #03: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #04: TO APPROVE THE BOSTON SCIENTIFIC ISSUER YES FOR FOR
CORPORATION 2006 GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN.
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ISSUER: CAPITAL ONE FINANCIAL CORPORATION
TICKER: COF CUSIP: 14040H105
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD D. FAIRBANK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.R. CAMPBELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY WESTREICH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2006.
PROPOSAL #03: APPROVAL AND ADOPTION OF THE AMENDED AND ISSUER YES FOR FOR
RESTATED CAPITAL ONE 2004 STOCK INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL: DIRECTOR ELECTION SHAREHOLDER YES AGAINST FOR
MAJORITY VOTE STANDARD.
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ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.F. DEILY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: AMEND COMPANY BY-LAWS TO INCLUDE SHAREHOLDER YES AGAINST FOR
PROPONENT REIMBURSEMENT
PROPOSAL #04: REPORT ON OIL & GAS DRILLING IN SHAREHOLDER YES ABSTAIN AGAINST
PROTECTED AREAS
PROPOSAL #05: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: ADOPT AN ANIMAL WELFARE POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: CHUBB CORPORATION
TICKER: CB CUSIP: 171232101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ZOE BAIRD ISSUER YES FOR FOR
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: JOHN D. FINNEGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE M. SMALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL E. SOMERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED W. ZOLLAR ISSUER YES FOR FOR
PROPOSAL #02: TO VOTE ON THE ADOPTION OF THE CHUBB ISSUER YES FOR FOR
CORPORATION ANNUAL INCENTIVE COMPENSATION PLAN (2006).
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITOR.
PROPOSAL #04: TO VOTE ON A SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING THE MANNER IN WHICH DIRECTORS ARE ELECTED.
PROPOSAL #05: TO VOTE ON A SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING POLITICAL CONTRIBUTIONS.
------------------------------------------------------------------------------------
ISSUER: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: THE ANNUAL SHAREHOLDERS MEETING, HAVING ISSUER YES FOR N/A
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY
APPROVES THE COMPANY'S ACCOUNTS FOR 2005 AND THE
RESULTING PROFIT RECORDED THEREIN OF EUR
270,156,351.29. THE ANNUAL SHAREHOLDERS MEETING
HEREBY APPROVES THE OPERATIONS DESCRIBED IN THE ABOVE
ACCOUNTS AND REPORTS, SPECIFICALLY AND INSOFAR AS
NECESSARY, THOSE AFFECTING THE VARIOUS RESERVE ACCOUNTS
PROPOSAL #O.2: APPROPRIATION OF PROFITS FOR FINANCIAL ISSUER YES FOR N/A
YEAR 2005. UPON RECOMMENDATION BY THE MANAGING
PARTNERS AND AS APPROVED BY THE SUPERVISORY BOARD, THE
ANNUAL SHAREHOLDERS MEETING, IN CONSIDERATION OF A
PROFIT FOR THE YEAR OF EUR 270,156,351.29 THE RESERVE
ACCOUNT WILL AMOUNT TO THE MINIMUM STATUTORY 10% OR
EUR 120.00 OF CAPITAL EUR 8,894,230.50 LESS THE
GENERAL PARTNERS STATUTORY SHARE IN THE AMOUNT OF EUR
261,262,000.79 RESULTING IN A BALANCE OF EUR
163,141,247.14 REPRESENTE AUGMENTED BY PROFITS BROUGHT
FORWARD OF AMOUNTING TO A DISTRIBUTABLE SUM OF EUR
424,403,247.93 HEREBY RULES AS FOLLOWS: I - TO
DISTRIBUTE A TOTAL AMOUNT OF EUR 193,573,293.75 WHICH
AMOUNTS TO A DIVIDEND OF EUR 1.35 PER SHARE. THE DATE
OF EXPIRY FOR DIVIDEND ENTITLEMENTS SHALL BE MAY 16,
2006, UPON WHICH DATE SHARES SHALL BE QUOTED NET OF
THEIR DIVIDEND ENTITLEMENT FOR FINANCIAL YEAR 2005.
NOTE THAT THE PROPOSED DIVIDEND IS ELIGIBLE TO A 40%
TAX REBATE TO THE BENEFIT OF INDIVIDUALS WHOSE FISCAL
RESIDENCE IS IN FRANCE. DIVIDENDS DISTRIBUTED IN
RESPECT OF THE 3 PREVIOUS FINANCIAL YEARS ARE SHOWN IN
THE FOLLOWING TABLE: FINANCIAL YEAR 2002: DIVIDENDS
DISTRIBUTED: EUR 131,867,238.90; DIVIDENDS: 0.93; TAX
CREDIT: 0.465; TOTAL EARNINGS: 1.365; FINANCIAL YEAR
2003: DIVIDENDS DISTRIBUTED: EUR 133,349,933.25;
DIVIDENDS: 0.93; TAX CREDIT: 0.465; TOTAL EARNINGS:
1.365; FINANCIAL YEAR 2004: DIVIDENDS DISTRIBUTED: EUR
179,233,781.25; DIVIDENDS: 1.25; II: TO TRANSFER THE
BALANCE OF EUR 230,829,954.18 TO PROFITS CARRIED
FORWARD
PROPOSAL #O.3: THE ANNUAL SHAREHOLDERS MEETING, ISSUER YES FOR N/A
HAVING HEARD THE MANAGING PARTNER'S REPORT, THE
AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY APPROVES THE CONSOLIDATED ACCOUNTS FOR
2005 AND THE PROFIT RECORDED THEREIN OF EUR
889,423,049.62
PROPOSAL #O.4: ANNUAL SHAREHOLDERS MEETING, HAVING ISSUER YES FOR N/A
HEARD THE SPECIAL AUDITORS REPORT ON REGULATED
AGREEMENTS PURSUANT TO ARTICLE L 226-10 OF THE FRENCH
COMMERCIAL CODE (CODE DE COMMERCE), HEREBY APPROVES
SAID REPORTS AND DULY RECORDS THAT THERE ARE NO SUCH
AGREEMENTS TO BE SUBMITTED FOR APPROVAL
PROPOSAL #O.5: THE ANNUAL SHAREHOLDERS MEETING, ISSUER YES FOR N/A
HAVING HEARD THE MANAGING PARTNERS REPORT AND THE
REPORT OF THE SUPERVISORY BOARD, FIXES AT EUR 320,000
THE GLOBAL ANNUAL FEE ALLOCATED TO THE SUPERVISORY
BOARD
PROPOSAL #O.6: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR N/A
IN ITS OWN SHARES ON THE STOCK MARKET THE ANNUAL
SHAREHOLDERS MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS
OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF THE
FRENCH COMMERCIAL CODE (CODE DE COMMERCE), SUBJECT TO
THE FOLLOWING CONDITIONS: THE MAXIMUM PURCHASE PRICE
SHALL BE EUR 70.00; THE MINIMUM SELLING PRICE SHALL BE
EUR 40.00; THE NUMBER OF SHARES PURCHASED SHALL NOT
EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES, OR A
MAXIMUM AMOUNT OF EUR 1,003,713,340; THE TERM OF THIS
AUTHORIZATION SHALL BE 18 MONTHS STARTING FROM THE
PRESENT DATE. IN THE EVENT OF A CAPITAL INCREASE BY
WAY OF INCORPORATION OF RESERVES AND THE ALLOTMENT OF
FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR SHARE
COMBINATION, THE ABOVE PRICES SHALL BE ADJUSTED BY
THE APPLICATION OF A MULTIPLIER COEFFICIENT WHICH
SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION
CONCERNED. THIS AUTHORIZATION PURPOSES TO ENABLE THE
COMPANY TO AVAIL ITSELF OF THE RIGHT TO TRADE IN ITS
OWN SHARES FOR THE PURPOSES OF: THE CUSTODY, SALE OR
REMITTANCE BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN
LIEU OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF
FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR THE
ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT ACCESS
TO EQUITY CAPITAL; THE GRANTING OF SHARES TO THE
COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR THOSE OF
GROUP SUBSIDIARIES, AS PART OF STOCK OPTION PLANS; THE
CANCELLATION OF SHARES, WHETHER IN ALL OR IN PART,
FOR THE PURPOSES OF OPTIMIZING THE COMPANY'S SHARE
CAPITAL AND NET EARNINGS PER SHARE; THE REGULARIZATION
OF THE STOCK MARKET SHARE PRICE OR SHARE LIQUIDITY BY
AN INVESTMENT SERVICES PROVIDER UNDER A LIQUIDITY
CONTRACT DRAFTED IN ACCORDANCE WITH THE ETHICAL
PRACTICES CHARTER ADOPTED BY THE FRENCH STOCK MARKET
REGULATORY AUTHORITIES (AUTORITE DES MARCHES
FINANCIERS). SHARES MAY BE ACQUIRED AT ANY TIME, ON A
SINGLE OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE
MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER MEANS
AND MORE SPECIFICALLY BY WAY OF THE TRANSFER OF BLOCKS
OF SHARES, THE PURCHASE OF SHARE OPTIONS OR THE USE
OF DERIVATIVE PRODUCTS. FOR THE PURPOSES REFERRED TO
ABOVE, THE ANNUAL SHAREHOLDERS MEETING HEREBY ASSIGNS
TO THE MANAGING PARTNERS, OR ANY ONE OF THE MANAGING
PARTNERS, FULL AUTHORITY TO ENTER INTO CONTRACTS,
COMPLETE ALL DECLARATIONS AND FORMALITIES AND, MORE
GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS SHALL BE
NECESSARY FOR THE IMPLEMENTATION OF DECISIONS TAKEN
AS A RESULT OF THIS AUTHORIZATION. THIS AUTHORIZATION
SUPERSEDES THE RESOLUTION ADOPTED FOR THE SAME PURPOSE
BY THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF MAY
20, 2005
PROPOSAL #O.7: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR N/A
IN ITS OWN SHARES ON THE STOCK MARKET THE ANNUAL
SHAREHOLDERS MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS
OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF THE
FRENCH COMMERCIAL CODE (CODE DE COMMERCE), SUBJECT TO
THE FOLLOWING CONDITIONS: THE MAXIMUM PURCHASE PRICE
SHALL BE EUR 70.00; THE MINIMUM SELLING PRICE SHALL BE
EUR 40.00; THE NUMBER OF SHARES PURCHASED SHALL NOT
EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES, OR A
MAXIMUM AMOUNT OF EUR 1,003,713,340; THE TERM OF THIS
AUTHORIZATION SHALL BE 18 MONTHS STARTING FROM THE
PRESENT DATE. IN THE EVENT OF A CAPITAL INCREASE BY
WAY OF INCORPORATION OF RESERVES AND THE ALLOTMENT OF
FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR SHARE
COMBINATION, THE ABOVE PRICES SHALL BE ADJUSTED BY
THE APPLICATION OF A MULTIPLIER COEFFICIENT WHICH
SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION
CONCERNED. THIS AUTHORIZATION PURPOSES TO ENABLE THE
COMPANY TO AVAIL ITSELF OF THE RIGHT TO TRADE IN ITS
OWN SHARES FOR THE PURPOSES OF: THE CUSTODY, SALE OR
REMITTANCE BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN
LIEU OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF
FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR THE
ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT ACCESS
TO EQUITY CAPITAL; THE GRANTING OF SHARES TO THE
COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR THOSE OF
GROUP SUBSIDIARIES, AS PART OF STOCK OPTION PLANS; THE
CANCELLATION OF SHARES, WHETHER IN ALL OR IN PART,
FOR THE PURPOSES OF OPTIMIZING THE COMPANY'S SHARE
CAPITAL AND NET EARNINGS PER SHARE; THE REGULARIZATION
OF THE STOCK MARKET SHARE PRICE OR SHARE LIQUIDITY BY
AN INVESTMENT SERVICES PROVIDER UNDER A LIQUIDITY
CONTRACT DRAFTED IN ACCORDANCE WITH THE ETHICAL
PRACTICES CHARTER ADOPTED BY THE FRENCH STOCK MARKET
REGULATORY AUTHORITIES (AUTORITE DES MARCHES
FINANCIERS). SHARES MAY BE ACQUIRED AT ANY TIME, ON A
SINGLE OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE
MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER MEANS
AND MORE SPECIFICALLY BY WAY OF THE TRANSFER OF BLOCKS
OF SHARES, THE PURCHASE OF SHARE OPTIONS OR THE USE
OF DERIVATIVE PRODUCTS. FOR THE PURPOSES REFERRED TO
ABOVE, THE ANNUAL SHAREHOLDERS MEETING HEREBY ASSIGNS
TO THE MANAGING PARTNERS, OR ANY ONE OF THE MANAGING
PARTNERS, FULL AUTHORITY TO ENTER INTO CONTRACTS,
COMPLETE ALL DECLARATIONS AND FORMALITIES AND, MORE
GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS SHALL BE
NECESSARY FOR THE IMPLEMENTATION OF DECISIONS TAKEN
AS A RESULT OF THIS AUTHORIZATION. THIS AUTHORIZATION
SUPERSEDES THE RESOLUTION ADOPTED FOR THE SAME PURPOSE
BY THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF MAY
20, 2005
PROPOSAL #E.8: AMENDMENT OF THE COMPANY'S BY-LAWS AS A ISSUER YES FOR N/A
RESULT OF MR RENE ZINGRAFF'S RETIREMENT AS MANAGING
PARTNER AND GENERAL PARTNER THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, TAKES NOTE OF MR RENE ZINGRAFF'S RETIREMENT
AS MANAGING PARTNER AND CONSEQUENTLY AS GENERAL
PARTNER, AND DECIDES ACCORDINGLY TO AMEND THE TEXT OF
ARTICLES 1 AND 3 OF ITS BY-LAWS AS FOLLOWS: ARTICLE 1
- - THE TEXT OF PARAGRAPHS 2 AND 3 IS CHANGED TO READ AS
FOLLOWS: MR EDOUARD MICHELIN AND MR MICHEL ROLLIER,
MANAGING PARTNERS, SOCIETE AUXILIAIRE DE GESTION -
SAGES-, A SIMPLIFIED STOCK COMPANY, WITH A CAPITAL OF
FORTY THOUSAND EUROS WHOSE REGISTERED OFFICE IS AT
CLERMONT-FERRAND (PUY-DE-DOME, FRANCE), ARE APPOINTED
AS GENERAL PARTNERS FOR AN INDEFINITE PERIOD AND WITH
JOINT AND SEVERAL LIABILITY. ARTICLE 3 - PARAGRAPH 6
IS REPLACED BY THE FOLLOWING TEXT: SHOULD THE
MANAGEMENT FUNCTION EXERCISED BY MR EDOUARD MICHELIN
CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE THOSE
EXERCISED BY MR MICHEL ROLLIER, THE COMPANY NAME AND
SIGNATORY STATUS WILL, AS A DIRECT RESULT OF THIS
FACT, REVERT TO: M. ROLLIER ET CIE.
PROPOSAL #E.9: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR N/A
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING
MAINTAINED THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GIVES THE MANAGING PARTNERS, OR ONE OF THEM,
THE ABILITY TO DECIDE ON ONE OR SEVERAL CAPITAL
INCREASES, BY ISSUING, IN FRANCE OR ABROAD, ORDINARY
SHARES OR SECURITIES GIVING ACCESS BY ALL MEANS,
IMMEDIATELY AND/OR AFTER A CERTAIN LAPSE OF TIME, TO
THE COMPANY'S ORDINARY SHARES, THESE SECURITIES CAN BE
DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER
BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING. HEREBY RULES AS FOLLOWS: THAT THE
TOTAL AMOUNT OF CAPITAL INCREASES THAT COULD BE
CARRIED OUT IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF
TIME, CANNOT BE IN EXCESS OF ONE HUNDRED MILLION
EUROS (EUR 100,000,000), OR 35% OF CURRENT ISSUED
CAPITAL, AN AMOUNT TO WHICH WILL BE ADDED, AS THE CASE
MAY BE, THE NOMINAL AMOUNT OF SURPLUS SHARES TO BE
ISSUED IN ORDER TO PROTECT, AS REQUIRED BY LAW,
SECURITY HOLDERS INTERESTS GIVING RIGHT TO THE
ALLOCATION OR THE SUBSCRIPTION OF SHARES; THE NOMINAL
AMOUNT OF DEBT SECURITIES GIVING ACCESS, IMMEDIATELY
AND/OR OVER A CERTAIN LAPSE OF TIME, TO COMPANY SHARES
THAT COULD BE ISSUED PURSUANT TO THIS DELEGATION,
CANNOT EXCEED ONE BILLION EUROS (EUR 1,000,000,000) OR
ITS EQUIVALENT IN ANY OTHER CURRENCY OR BASKET OF
CURRENCIES; THAT THE SHAREHOLDERS HAVE, IN PROPORTION
TO THE AMOUNT OF SHARES HELD, A PREEMPTIVE
SUBSCRIPTION RIGHT, AS THE CASE MAY BE, FOR ANY SHARES
AND/OR SHARE EQUIVALENTS NOT TAKEN UP BY OTHER
SHAREHOLDERS, ORDINARY SHARES AND SECURITIES THAT
COULD BE ISSUED ACCORDING TO THE PRESENT DELEGATION;
THAT IF THE ISSUE IS NOT TAKEN UP IN FULL BY
SHAREHOLDERS EXERCIZING THEIR PRE-EMPTIVE RIGHTS AS
DESCRIBED ABOVE, THE MANAGING PARTNERS WILL BE ABLE TO
OFFER ALL OR SOME OF THE UNSUBSCRIBED SHARES OR SHARE
EQUIVALENTS FOR SUBSCRIPTION BY THE PUBLIC. NOTES
THAT THE PRESENT DELEGATION CANCELS ALL PREVIOUS
PROPOSAL #E.10: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR N/A
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING
CANCELED THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GIVES THE MANAGING PARTNERS, OR ONE OF THEM,
THE ABILITY TO DECIDE ON ONE OR SEVERAL CAPITAL
INCREASES, BY ISSUING, IN FRANCE OR ABROAD, ORDINARY
SHARES OR SECURITIES GIVING ACCESS BY ALL MEANS,
IMMEDIATELY AND/OR AFTER A CERTAIN LAPSE OF TIME, TO
THE COMPANY'S ORDINARY SHARES, THESE SECURITIES CAN BE
DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER
BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING. HEREBY RULES AS FOLLOWS: THAT THE
TOTAL AMOUNT OF CAPITAL INCREASES THAT CAN BE CARRIED
OUT IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF TIME,
CANNOT BE IN EXCESS OF FORTY-THREE MILLION EUROS (EUR
43,000,000), OR 15% OF CURRENT ISSUED CAPITAL; THE
NOMINAL AMOUNT OF DEBT SECURITIES GIVING ACCESS,
IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF TIME, TO
COMPANY SHARES THAT COULD BE ISSUED PURSUANT TO THIS
DELEGATION, CANNOT EXCEED SEVEN HUNDRED MILLION EUROS
(EUR 700,000,000) OR ITS EQUIVALENT IN ANY OTHER
CURRENCY OR BASKET OF CURRENCIES; TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT TO THESE
DEBT SECURITIES THAT WILL BE ISSUED ACCORDING TO THE
LAW AND TO GRANT THE MANAGING PARTNERS, PURSUANT TO
ARTICLE L 225-135 OF THE FRENCH COMMERCIAL CODE (CODE
DU COMMERCE), THE POWER TO ESTABLISH A PRIORITY
SUBSCRIPTION RIGHT TO THE BENEFIT OF SHAREHOLDERS;
THAT THE SHARE ISSUE PRICE WILL BE AT LEAST EQUAL TO
THE WEIGHTED AVERAGE OF THE FIRST PRICES QUOTED IN THE
LAST THREE STOCK EXCHANGE DAYS PRIOR TO THE DAY WHEN
THE PRICE WAS FIXED, REDUCED, AS THE CASE MAY BE, BY
MAXIMUM 5% STATUTORY BELOW PAR RATING
PROPOSAL #E.11: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO INCREASE THE AMOUNT OF SHARES TO BE ISSUED
IN THE EVENT OF SURPLUS DEMAND WITHIN THE FRAMEWORK
OF CAPITAL INCREASES PURSUANT TO THE 9TH AND 10TH
RESOLUTIONS THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO RAISE THE AMOUNT OF ORDINARY
SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE
WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS
WITHIN THIRTY DAYS OF THE END OF SUBSCRIPTION, WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE SAME
PRICE AS THAT FIXED FOR THE ISSUE, WITHIN THE LIMIT OF
CEILINGS RESPECTIVELY SET FORTH IN THE ABOVE NINTH
AND TENTH RESOLUTIONS. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING
PROPOSAL #E.12: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO DETERMINE THE ISSUING PRICE OF ORDINARY
SHARES OR ANY OTHER SECURITIES GIVING ACCESS TO
CAPITAL, IN THE EVENT OF THE CANCELLATION OF THE
SHAREHOLDERS PREEMPTIVE SUBSCRIPTION RIGHTS, CAPPED
AT 10% PER FINANCIAL YEAR OF THE COMPANY'S CAPITAL THE
ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT, THE AUDITORS REPORT AND
THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN DUE
NOTE OF THE CONSENT OF EACH OF THE GENERAL PARTNERS,
AND RULING UNDER THE APPLICABLE QUORUM AND MAJORITY
CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS MEETINGS,
AUTHORIZES THE MANAGING PARTNERS, OR ONE OF THEM,
PURSUANT TO ARTICLE L 225-136 OF THE FRENCH COMMERCIAL
CODE (CODE DE COMMERCE), FOR EACH ISSUE DECIDED UNDER
THE TENTH RESOLUTION ABOVE, CAPPED AT 10% OF ISSUED
CAPITAL, OVER A TWELVE-MONTH PERIOD, TO DEPART FROM
THE PRICE FIXING CONDITIONS SET FORTH IN THE TENTH
RESOLUTION AND TO FIX THE ISSUE PRICE OF ORDINARY
SHARES AND/OR SECURITIES TO BE ISSUED, WITHOUT PRE-
EMPTIVE SUBSCRIPTION RIGHTS, PURSUANT TO ONE OF THE
TWO FOLLOWING OPTIONS: WEIGHTED AVERAGE SHARE PRICE
OVER A MAXIMUM PERIOD OF SIX MONTHS PRIOR TO THE ISSUE
PRICE FIXATION DATE; WEIGHTED AVERAGE SHARE PRICE OF
THE TRADING DAY PRECEDING THE ISSUE PRICE FIXATION
DATE, REDUCED, AS THE CASE MAY BE, IN BOTH CASES, BY A
MAXIMUM 5% BELOW PAR RATE. THE TERM OF THIS
AUTHORIZATION SHALL BE TWENTY-SIX MONTHS STARTING FROM
THE DATE OF THE PRESENT MEETING
PROPOSAL #E.13: CAPITAL INCREASE THROUGH INCORPORATION ISSUER YES FOR N/A
OF RESERVES THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO MAKE ONE OR SEVERAL ISSUED CAPITAL
INCREASES, THROUGH INCORPORATION OF A MAXIMUM AMOUNT
OF EUR EIGHTY MILLION (EUR 80,000,000), OF RESERVES,
PROFITS, ISSUE OR CONTRIBUTION PREMIUMS, THROUGH FREE
SHARE ALLOCATIONS OR INCREASE IN THE PAR VALUE OF
EXISTING SHARES OR A COMBINATION OF THE TWO. THE TERM
OF THIS AUTHORIZATION SHALL BE TWENTY-SIX MONTHS
STARTING FROM THE DATE OF THE PRESENT MEETING
PROPOSAL #E.14: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO INCREASE THE COMPANY'S CAPITAL BY ISSUING,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, ORDINARY
SHARES USED TO REMUNERATE SHARE CONTRIBUTIONS IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS OR CONTRIBUTIONS IN
KIND) THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD
THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO ISSUE ORDINARY SHARES: USED TO
REMUNERATE SHARE CONTRIBUTIONS TO THE COMPANY IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS PURSUANT TO
PROVISIONS OF ARTICLE L 225-148 OF FRENCH COMMERCIAL
CODE (CODE DE COMMERCE); BASED ON A REPORT FROM THE
COMMISSAIRE AUX APPORTS (NON-CASH CONTRIBUTIONS
AUDITOR) AND CAPPED TO 10% OF THE COMPANY'S ISSUED
CAPITAL, TO REMUNERATE CONTRIBUTIONS IN KIND TO THE
COMPANY MADE UP OF EQUITY CAPITAL OR SECURITIES GIVING
ACCESS TO CAPITAL, SHOULD THE PROVISIONS OF ARTICLE L
225-148 OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE)
NOT APPLY. IN ALL CIRCUMSTANCES, ALL CAPITAL INCREASES
CARRIED OUT BY VIRTUE OF THIS AUTHORIZATION WILL BE
INCLUDED IN THE CALCULATION OF THE OVERALL MAXIMUM
AMOUNT AUTHORIZED UNDER THE ABOVE TENTH RESOLUTION.
THE TERM OF THIS AUTHORIZATION SHALL BE TWENTY-SIX
MONTHS STARTING FROM THE DATE OF THE PRESENT MEETING.
NOTES THAT THE PRESENT DELEGATION CANCELS ALL PREVIOUS
DELEGATIONS TO THE SAME PURPOSE
PROPOSAL #E.15: ISSUANCE OF SECURITIES GIVING ISSUER YES FOR N/A
ENTITLEMENT TO DEBT INSTRUMENTS THAT DO NOT GIVE
ACCESS TO CAPITAL THE ANNUAL SHAREHOLDERS MEETING,
HAVING HEARD THE MANAGING PARTNERS REPORT, THE
AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH OF
THE GENERAL PARTNERS, AND RULING UNDER THE APPLICABLE
QUORUM AND MAJORITY CONDITIONS FOR EXTRAORDINARY
SHAREHOLDERS MEETINGS, AUTHORIZES THE MANAGING
PARTNERS, OR ONE OF THEM, TO MAKE ONE OR SEVERAL
ISSUE(S), WITHIN THE LIMIT OF A MAXIMUM NOMINAL AMOUNT
OF ONE BILLION EUROS (EUR 1,000,000,000), ALL
SECURITIES GIVING RIGHT TO THE ALLOCATION, IMMEDIATELY
AND/OR OVER A CERTAIN LAPSE OF TIME, OF DEBT
INSTRUMENTS THAT DO NOT GIVE ACCESS TO CAPITAL,
DENOMINATED EITHER IN EUROS, IN FOREIGN CURRENCIES OR
IN ANY BASKET OF CURRENCIES. THE TERM OF THIS
AUTHORIZATION SHALL BE TWENTY-SIX MONTHS STARTING FROM
THE DATE OF THE PRESENT MEETING. NOTES THAT THE
PRESENT DELEGATION CANCELS ALL PREVIOUS DELEGATIONS TO
THE SAME PURPOSE
PROPOSAL #E.16: CAPITAL INCREASES RESERVED FOR GROUP ISSUER YES FOR N/A
AND GROUP SUBSIDIARY EMPLOYEES THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT,
THE AUDITORS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE
CONSENT OF EACH OF THE GENERAL PARTNERS, AND RULING
UNDER THE APPLICABLE QUORUM AND MAJORITY CONDITIONS
FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, GRANTS THE
MANAGING PARTNERS, OR ONE OF THEM, AS PER THE
PROVISIONS OF ARTICLES L 443-1 AND FOLLOWING OF THE
LABOR CODE AND ARTICLES L 225-129-6 PARAGRAPH 1 AND L
225-138-1 OF FRENCH COMMERCIAL CODE (CODE DE
COMMERCE), TO MAKE ONE OR SEVERAL INCREASE(S) OF THE
COMPANY'S ISSUED CAPITAL, BY ISSUING NEW SHARES
RESERVED FOR THE GROUP'S AND FRENCH OR FOREIGN
SUBSIDIARIES EMPLOYEES AS DEFINED BY ARTICLE L 225-
180 OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE) AND
FOR FRENCH EMPLOYEES HAVING SUBSCRIBED A GROUP SAVINGS
SCHEME. THE TERM OF THIS DELEGATION SHALL BE
TWENTYSIX MONTHS STARTING FROM THE DATE OF THE PRESENT
MEETING. HEREBY RULES AS FOLLOWS: TO CANCEL THE
SHAREHOLDERS PRE-EMPTIVE RIGHTS TO SHARES ISSUED
ACCORDING TO THE PRESENT DELEGATION TO THE BENEFIT OF
THESE EMPLOYEES; TO CAP TO SIX MILLION EUROS (EUR
6,000,000), OR 2% OF CURRENT ISSUED CAPITAL, THE TOTAL
NOMINAL AMOUNT OF CAPITAL INCREASES ALLOWED UNDER
THIS DELEGATION. THIS DELEGATION SUPERSEDES THE
RESOLUTION ADOPTED FOR THE SAME PURPOSE BY THE
ORDINARY ANNUAL SHAREHOLDERS MEETING HELD ON MAY 14,
PROPOSAL #E.17: GRANTING OF SHARE SUBSCRIPTION OPTIONS ISSUER YES FOR N/A
TO THE COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR
THOSE OF GROUP SUBSIDIARIES, AS PART OF STOCK OPTION
PLANS THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD
THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, AUTHORIZES THE MANAGING PARTNERS OR ONE OF
THEM, AS PER PROVISIONS OF ARTICLES L 225-177 AND
FOLLOWING OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE)
AND OF THE BY-LAWS, TO GRANT TO COMPANY DIRECTORS AND
FRENCH OR NON-FRENCH GROUP RELATED COMPANY EMPLOYEES
AS DEFINED BY ARTICLE L 225-180 OF FRENCH COMMERCIAL
CODE (CODE DE COMMERCE), OPTIONS GIVING RIGHTS TO THE
SUBSCRIPTION OF COMPANY SHARES TO BE ISSUED UNDER
CAPITAL INCREASES OR OPTIONS GIVING A RIGHT OF CALLING
EXISTING SHARES PURCHASED BY IT. THE TERM OF THIS
AUTHORIZATION SHALL BE THIRTY EIGHT MONTHS STARTING
FROM THE DATE OF THE PRESENT MEETING. HEREBY RULES AS
FOLLOWS: THAT THE NUMBER OF SHARES ISSUED ON ACCOUNT
OF THE SHARE SUBSCRIPTION OPTIONS GRANTED WOULD BE
LIMITED TO 3,000,000, THAT IS 2% OF THE COMPANY'S
CURRENT ISSUED CAPITAL, THE MAXIMUM PAR VALUE OF
CAPITAL INCREASES SO ALLOWED BEING CAPPED TO SIX
MILLION EUROS (EUR 6,000,000); THAT THE SHARE
SUBSCRIPTION PRICE FOR THE SHARES TO BE ISSUED OR THE
BUYBACK PRICE OF EXISTING SHARES WILL BE FIXED BY THE
MANAGING PARTNERS PURSUANT TO THE LEGAL OR REGULATORY
PROVISIONS IN FORCE ON THE DAY WHEN SAID SHARE
SUBSCRIPTION OR CALL OPTIONS ARE GRANTED, IT BEING
UNDERSTOOD THAT SUCH PRICES CANNOT BE LOWER THAN THE
AVERAGE OF THE OPENING PRICES IN THE TWENTY TRADING
DAYS PRIOR TO THE DAY WHEN SUCH OPTIONS ARE GRANTED,
ROUNDED UP TO THE NEAREST EURO; THAT THE PRICES SO SET
BY THE MANAGING PARTNERS FOR THE SUBSCRIPTION OF NEW
SHARE ISSUES OR THE BUYBACK OF EXISTING SHARES WILL
NOT BE SUBJECT TO REVIEW DURING THE TERM OF THE OPTION
PLANS BARRING ANY ADJUSTMENT, UNDER THE CONDITIONS
PROVIDED BY LAWS OR REGULATIONS THEN IN FORCE, OF THE
SUBSCRIPTION PRICE OF SHARE ISSUE OR BUYBACK PRICE AND
OF THE NUMBER OF SHARES OBJECT OF THE OPTION TO TAKE
INTO ACCOUNT THE IMPACT OF FINANCIAL OPERATIONS
AFFECTING THE VALUE OF THE RIGHTS SO GRANTED; THAT THE
DEADLINE FOR EXERCISING BOTH OF THESE OPTIONS SHALL
NOT EXCEED TEN YEARS AFTER THE GRANTING DATE. NOTES
THAT PURSUANT TO THE PROVISIONS OF ARTICLE L 225-178
OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE), THIS
AUTHORIZATION PROVIDES, FOR THE BENEFIT OF SHARE
SUBSCRIPTION OPTION BENEFICIARIES, AN EXPRESS WAIVING
BY SHAREHOLDERS OF THEIR PRE-EMPTIVE SHARE
SUBSCRIPTION RIGHTS FOR SHARES ISSUED AS THE OPTIONS
ARE CALLED. GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, ALL POWERS TO SET THE OTHER TERMS AND CONDITIONS
FOR GRANTING AND CALLING OPTIONS, AND IN PARTICULAR
TO FIX THE LIST OF BENEFICIARIES AND NUMBER OF OPTIONS
GRANTED TO EACH OF THEM, TO SET THE SHARE
SUBSCRIPTION OR BUYBACK PRICE OF SHARES OBJECT OF THE
PROPOSAL #E.18: CAPPING OF THE GLOBAL NOMINAL AMOUNT ISSUER YES FOR N/A
OF CAPITAL INCREASES AND BOND OR DEBT ISSUES THE
ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE
CONSENT OF EACH OF THE GENERAL PARTNERS, AND RULING
UNDER THE APPLICABLE QUORUM AND MAJORITY CONDITIONS
FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES TO
SET AT: ONE HUNDRED MILLION EUROS (EUR 100,000,000)
THE MAXIMUM PAR VALUE AMOUNT OF IMMEDIATE OR FUTURE
CAPITAL INCREASES LIABLE TO BE ISSUED PURSUANT TO THE
ABOVE 9TH, 10TH AND 14TH RESOLUTIONS, IT BEING
UNDERSTOOD THAT THIS NOMINAL AMOUNT WILL BE INCREASED
BY THE NOMINAL AMOUNT OF SHARES TO BE ISSUED TO
PRESERVE THE INTERESTS OF HOLDERS OF RIGHTS FOR
ALLOCATION OR SUBSCRIPTION TO OTHER SECURITIES, AS THE
CASE MAY BE; ONE BILLION EUROS (EUR 1,000,000,000) OR
ITS EQUIVALENT IN ANY OTHER CURRENCY OR BASKET OF
CURRENCIES, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES OR INSTRUMENTS, GIVING ACCESS TO CAPITAL OR
NOT, LIABLE TO BE ISSUED PURSUANT TO THE ABOVE
SEVENTH, NINTH, TENTH AND FIFTEENTH RESOLUTIONS
PROPOSAL #E.19: HARMONIZATION OF THE BY-LAWS WITH THE ISSUER YES AGAINST N/A
NEW REGULATORY REQUIREMENTS THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, DECIDES TO HARMONIZE THE COMPANY'S BYLAWS
WITH THE NEW LEGAL PROVISIONS REFERRING TO THE LAWS
2003-706 OF AUGUST 1, 2003 AND 2005-842 OF JULY 26,
2005, AND SO TO AMEND THE FOLLOWING ARTICLES OF THE
BY-LAWS: ARTICLE 19, PARAGRAPH 1 - THE TEXT OF THE
FIRST PARAGRAPH OF THIS ARTICLE DEALING WITH REGULATED
AGREEMENTS IS REPLACED BY THE FOLLOWING TO REFLECT
THE NEW 10% SHAREHOLDER VOTING RIGHT THRESHOLD INSTEAD
OF THE PREVIOUS 5% THRESHOLD INDICATED IN THE
PREVIOUS TEXT: ANY AGREEMENT SIGNED EITHER DIRECTLY
OR VIA A THIRD PARTY, BETWEEN THE COMPANY AND ONE OF
THE MANAGING PARTNERS, A SUPERVISORY BOARD MEMBER, A
SHAREHOLDER, OWNING MORE THAN 10% OF THE VOTING
RIGHTS. (THE REST OF THE FIRST PARAGRAPH REMAINS
UNCHANGED) ARTICLE 24, PARAGRAPH 2 - THE TEXT OF THIS
PARAGRAPH THAT CONCERNS THE QUORUM REQUIRED FOR
ORDINARY JOINT SHAREHOLDERS MEETINGS, ON FIRST
CONVENING, IS MODIFIED AS FOLLOWS: THE TERMS: A
QUARTER OF THE SHARES WITH VOTING RIGHTS ATTACHED ARE
REPLACED BY THE FOLLOWING: THE FIFTH OF THE SHARES
WITH VOTING RIGHTS ATTACHED. ARTICLE 26, PARAGRAPH 3
- - THE TEXT OF THIS PARAGRAPH THAT CONCERNS THE QUORUM
REQUIRED FOR EXTRAORDINARY JOINT SHAREHOLDERS
MEETINGS IS MODIFIED AS FOLLOWS: THE TERMS: A THIRD,
AND ON SECOND CONVENING, A QUARTER OF SHARES WITH
VOTING RIGHTS ATTACHED ARE REPLACED BY THE FOLLOWING:
THE QUARTER, AND ON SECOND CONVENING, THE FIFTH OF
SHARES WITH VOTING RIGHTS ATTACHED.
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ISSUER: CISCO SYSTEMS, INC.
TICKER: CSCO CUSIP: 17275R102
MEETING DATE: 11/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CAROL A. BARTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. MICHELE BURNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY R. CARTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. CHAMBERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RODERICK C. MCGEARY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. MORGRIDGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN M. WEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JERRY YANG ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE ADOPTION OF THE 2005 ISSUER YES FOR FOR
STOCK INCENTIVE PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JULY 29, 2006.
PROPOSAL #04: PROPOSAL SUBMITTED BY A SHAREHOLDER SHAREHOLDER YES AGAINST FOR
URGING THE BOARD OF DIRECTORS TO ADOPT A POLICY THAT A
SIGNIFICANT PORTION OF FUTURE EQUITY COMPENSATION
GRANTS TO SENIOR EXECUTIVES SHALL BE SHARES OF STOCK
THAT REQUIRE THE ACHIEVEMENT OF PERFORMANCE GOALS AS A
PREREQUISITE TO VESTING, AS MORE FULLY SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT.
PROPOSAL #05: PROPOSAL SUBMITTED BY SHAREHOLDERS SHAREHOLDER YES AGAINST FOR
REQUESTING THAT THE BOARD'S COMPENSATION COMMITTEE
INITIATE A REVIEW OF CISCO'S EXECUTIVE COMPENSATION
POLICIES AND TO MAKE AVAILABLE, UPON REQUEST, A REPORT
OF THAT REVIEW BY JANUARY 1, 2006, AS MORE FULLY SET
FORTH IN THE ACCOMPANYING PROXY STATEMENT.
PROPOSAL #06: PROPOSAL SUBMITTED BY SHAREHOLDERS SHAREHOLDER YES ABSTAIN AGAINST
REQUESTING THE BOARD TO PREPARE A REPORT TO
SHAREHOLDERS DESCRIBING THE PROGRESS TOWARD
DEVELOPMENT AND IMPLEMENTATION OF A COMPANY HUMAN
RIGHTS POLICY AND THE PLAN FOR IMPLEMENTATION WITH
PARTNERS AND RESELLERS BY MAY 31, 2006, AS MORE FULLY
SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
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ISSUER: CIT GROUP INC.
TICKER: CIT CUSIP: 125581108
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY M. PEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY C. BUTLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. FREEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HON. THOMAS H. KEAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARIANNE MILLER PARRS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY M. RING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEYMOUR STERNBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER J. TOBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS INDEPENDENT ACCOUNTANTS.
PROPOSAL #03: APPROVAL OF THE CIT GROUP INC. LONG-TERM ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF THE CIT GROUP INC. EXECUTIVE ISSUER YES FOR FOR
INCENTIVE PLAN.
------------------------------------------------------------------------------------
ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAIN J.P. BELDA 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: JOHN M. DEUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW N. LIVERIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE MULCAHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2006.
PROPOSAL #03: PROPOSAL TO AMEND ARTICLE FOURTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.
PROPOSAL #04: PROPOSAL TO AMEND ARTICLE EIGHTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.
PROPOSAL #05: PROPOSAL TO AMEND ARTICLE NINTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING NO SHAREHOLDER YES AGAINST FOR
FUTURE NEW STOCK OPTION GRANTS AND NO RENEWAL OR
REPRICING OF CURRENT STOCK OPTIONS.
PROPOSAL #7: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.
PROPOSAL #8: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON CHARITABLE CONTRIBUTIONS.
PROPOSAL #9: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
ADOPTION OF A POLICY REGARDING PERFORMANCE-BASED
EQUITY COMPENSATION FOR SENIOR EXECUTIVES.
PROPOSAL #10: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
REIMBURSEMENT OF EXPENSES INCURRED BY A STOCKHOLDER IN
A CONTESTED ELECTION OF DIRECTORS.
PROPOSAL #11: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES,
TITLES OR RESPONSIBILITIES.
PROPOSAL #12: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
RECOUPMENT OF MANAGEMENT BONUSES IN THE EVENT OF A
RESTATEMENT OF EARNINGS.
------------------------------------------------------------------------------------
ISSUER: COMCAST CORPORATION
TICKER: CMCSA CUSIP: 20030N101
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: S. DECKER ANSTROM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. BACON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHELDON M. BONOVITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN A. BRODSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH J. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. MICHAEL COOK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY A. HONICKMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN L. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH J. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL I. SOVERN ISSUER YES FOR FOR
PROPOSAL #02: INDEPENDENT AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: 2002 EMPLOYEE STOCK PURCHASE PLAN. ISSUER YES FOR FOR
PROPOSAL #04: 2002 RESTRICTED STOCK PLAN. ISSUER YES FOR FOR
PROPOSAL #05: 2006 CASH BONUS PLAN. ISSUER YES FOR FOR
PROPOSAL #06: PREVENT THE ISSUANCE OF NEW STOCK SHAREHOLDER YES FOR AGAINST
OPTIONS.
PROPOSAL #07: REQUIRE THAT THE CHAIRMAN OF THE BOARD SHAREHOLDER YES AGAINST FOR
NOT BE AN EMPLOYEE.
PROPOSAL #08: LIMIT COMPENSATION FOR MANAGEMENT. SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: ADOPT A RECAPITALIZATION PLAN. SHAREHOLDER YES FOR AGAINST
PROPOSAL #10: ESTABLISH A MAJORITY VOTE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
COMMITTEE.
------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD L. ARMITAGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARALD J. NORVIK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM K. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006
PROPOSAL #03: DRILLING IN SENSITIVE AREAS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SHAREHOLDER APPROVAL OF FUTURE SHAREHOLDER YES AGAINST FOR
EXTRAORDINARY RETIREMENT BENEFITS FOR SENIOR EXECUTIVES
PROPOSAL #06: ENVIRONMENTAL ACCOUNTABILITY TO SHAREHOLDER YES ABSTAIN AGAINST
COMMUNITIES
PROPOSAL #07: EQUITABLE COMPENSATION OF NON-EMPLOYEE SHAREHOLDER YES AGAINST FOR
DIRECTORS
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ISSUER: CONTINENTAL AIRLINES, INC.
TICKER: CAL CUSIP: 210795308
MEETING DATE: 6/6/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. KELLNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY L. MEYER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: OSCAR MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE G.C. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFERY A. SMISEK 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 FOR FOR
PROPOSAL #02: PROPOSAL TO AMEND THE AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED CLASS B COMMON STOCK
PROPOSAL #03: PROPOSAL TO AMEND THE INCENTIVE PLAN ISSUER YES FOR FOR
2000 TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UNDER THE PLAN
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #05: PROPOSAL OF STOCKHOLDER REGARDING SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL ACTIVITIES
PROPOSAL #06: PLEASE MARK FOR IF STOCK OWNED ISSUER YES AGAINST N/A
BENEFICIALLY BY YOU IS OWNED OR CONTROLLED BY PERSONS
WHO ARE NOT U.S. CITIZENS (AS DEFINED IN THE PROXY
STATEMENT)
------------------------------------------------------------------------------------
ISSUER: COOPER INDUSTRIES, LTD.
TICKER: CBE CUSIP: G24182100
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: I.J. EVANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.S. HACHIGIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. WILSON ISSUER YES FOR FOR
PROPOSAL #02: APPOINT ERNST & YOUNG AS INDEPENDENT ISSUER YES FOR FOR
AUDITORS FOR THE YEAR ENDING 12/31/2006.
PROPOSAL #03: APPROVE THE AMENDED AND RESTATED ISSUER YES FOR FOR
MANAGEMENT ANNUAL INCENTIVE PLAN.
PROPOSAL #04: APPROVE THE AMENDED AND RESTATED ISSUER YES FOR FOR
DIRECTORS STOCK PLAN.
PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING COOPER SHAREHOLDER YES ABSTAIN AGAINST
TO IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL
LABOR ORGANIZATION HUMAN RIGHTS STANDARDS.
------------------------------------------------------------------------------------
ISSUER: CROWN CASTLE INTERNATIONAL CORP.
TICKER: CCI CUSIP: 228227104
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ARI Q. FITZGERALD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN P. KELLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. GARRISON II ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2006.
------------------------------------------------------------------------------------
ISSUER: CSX CORPORATION
TICKER: CSX CUSIP: 126408103
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E.E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEN. J.B. BREAUX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.J. KELLY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. KUNISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. MORCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.M. RATCLIFFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.C. RICHARDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.S. ROYAL, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. SHEPARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J. WARD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG AS ISSUER YES FOR FOR
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2006
PROPOSAL #03: REAPPROVAL OF THE CSX OMNIBUS INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #04: ELIMINATION OF SUPERMAJORITY VOTING ISSUER YES FOR FOR
REQUIREMENTS - MERGER OR SHARE EXCHANGE, CERTAIN SALES
OR DISPOSITIONS, AND DISSOLUTION
PROPOSAL #05: ELIMINATION OF SUPERMAJORITY VOTING ISSUER YES FOR FOR
REQUIREMENTS - AFFILIATED TRANSACTIONS
PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING SEPARATE SHAREHOLDER YES AGAINST FOR
CHAIRMAN AND CEO
------------------------------------------------------------------------------------
ISSUER: E. I. DU PONT DE NEMOURS AND COMPANY
TICKER: DD CUSIP: 263534109
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD H. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CURTIS J. CRAWFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. DILLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOIS D. JULIBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MASAHISA NAITOH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEAN O'KEEFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM K. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES M. VEST ISSUER YES FOR FOR
PROPOSAL #02: ON RATIFICATION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: ON GENETICALLY MODIFIED FOOD SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: ON PERFORMANCE-BASED COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ON PFOA SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: ON CHEMICAL FACILITY SECURITY SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: EATON CORPORATION
TICKER: ETN CUSIP: 278058102
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHRISTOPHER M. CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEXANDER M. CUTLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH. L. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS INDEPENDENT AUDITOR FOR 2006.
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ISSUER: ELECTRONIC DATA SYSTEMS CORPORATION
TICKER: EDS CUSIP: 285661104
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: W. ROY DUNBAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER A. ENRICO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. MALCOLM GILLIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY J. GROVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN M. HANCOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY M. HELLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY L. HUNT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD A. KANGAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. DAVID YOST ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: SHAREHOLDER PROPOSAL ENTITLED DIRECTORS SHAREHOLDER YES AGAINST FOR
TO BE ELECTED BY MAJORITY VOTE .
PROPOSAL #04: SHAREHOLDER PROPOSAL ENTITLED SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN .
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ISSUER: ELI LILLY AND COMPANY
TICKER: LLY CUSIP: 532457108
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.S. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. FYRWALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.R. MARRAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. TAUREL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT BY THE ISSUER YES FOR FOR
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST &
YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITORS FOR 2006.
PROPOSAL #03: PROPOSAL BY SHAREHOLDERS ON EXTENDING SHAREHOLDER YES ABSTAIN AGAINST
THE COMPANY'S ANIMAL CARE AND USE POLICY TO CONTRACT
LABS.
PROPOSAL #04: PROPOSAL BY SHAREHOLDERS ON SEPARATING SHAREHOLDER YES AGAINST FOR
THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.
PROPOSAL #05: PROPOSAL BY SHAREHOLDERS ON ANNUAL SHAREHOLDER YES FOR AGAINST
ELECTION OF EACH DIRECTOR.
PROPOSAL #06: PROPOSAL BY SHAREHOLDERS ON ELECTION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS BY MAJORITY VOTE.
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ISSUER: ENCANA CORPORATION
TICKER: ECA CUSIP: 292505104
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL N. CHERNOFF 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: IAN W. DELANEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RANDALL K. ERESMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. GRANDIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRY W. HARRISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DALE A. LUCAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEN F. MCCREADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GWYN MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID P. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JANE L. PEVERETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS A. SHARP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. STANFORD 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.
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ISSUER: ENSCO INTERNATIONAL INCORPORATED
TICKER: ESV CUSIP: 26874Q100
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GERALD W. HADDOCK* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL E. ROWSEY, III* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARL F. THORNE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL W. RABUN** ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR 2006.
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ISSUER: ENTERGY CORPORATION
TICKER: ETR CUSIP: 29364G103
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.S. BATEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.F. BLOUNT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.D. DEBREE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.W. EDWARDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. HERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.C. HINTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. LEONARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.L. LEVENICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. V.D. LUFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. NICHOLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.A. PERCY, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.J. TAUZIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.V. WILKINSON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE
REQUIREMENT WITH RESPECT TO THE REMOVAL OF DIRECTORS.
PROPOSAL #03: APPROVAL OF 2007 EQUITY OWNERSHIP AND ISSUER YES FOR FOR
LONG TERM CASH INCENTIVE PLAN.
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING 2006.
PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR
ELECTION OF DIRECTORS.
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ISSUER: EVEREST RE GROUP, LTD.
TICKER: RE CUSIP: G3223R108
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARTIN ABRAHAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. DUNNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. WEBER ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2006 AND AUTHORIZE THE BOARD OF
DIRECTORS ACTING BY THE AUDIT COMMITTEE OF THE BOARD
TO SET THE FEES FOR THE INDEPENDENT AUDITORS.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE EVEREST ISSUER YES FOR FOR
RE GROUP, LTD. 2002 STOCK INCENTIVE PLAN.
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ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.W. GEORGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. SIMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
(PAGE 32)
PROPOSAL #03: CUMULATIVE VOTING (PAGE 34) SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: MAJORITY VOTE (PAGE 35) SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: INDUSTRY EXPERIENCE (PAGE 37) SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DIRECTOR QUALIFICATIONS (PAGE 38) SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: DIRECTOR COMPENSATION (PAGE 40) SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: BOARD CHAIRMAN AND CEO (PAGE 41) SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: EXECUTIVE COMPENSATION REPORT (PAGE 43) SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: EXECUTIVE COMPENSATION CRITERIA (PAGE 45) SHAREHOLDER YES AGAINST FOR
PROPOSAL #11: POLITICAL CONTRIBUTIONS REPORT (PAGE 47) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #12: CORPORATE SPONSORSHIPS REPORT (PAGE 49) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #13: AMENDMENT OF EEO POLICY (PAGE 50) SHAREHOLDER YES FOR AGAINST
PROPOSAL #14: BIODIVERSITY IMPACT REPORT (PAGE 52) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #15: COMMUNITY ENVIRONMENTAL IMPACT (PAGE 53) SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: FEDERAL HOME LOAN MORTGAGE CORPORATI
TICKER: FRE CUSIP: 313400301
MEETING DATE: 7/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BARBARA T. ALEXANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEOFFREY T. BOISI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOAN E. DONOGHUE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHELLE ENGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD KARL GOELTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS S. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR
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: RICHARD F. SYRON 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
FISCAL YEAR 2005.
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ISSUER: FEDERATED DEPARTMENT STORES, INC.
TICKER: FD CUSIP: 31410H101
MEETING DATE: 7/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO AUTHORIZE THE ISSUANCE OF FEDERATED ISSUER YES FOR FOR
COMMON STOCK PURSUANT TO THE TERMS OF THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF FEBRUARY 27, 2005, BY
AND AMONG THE MAY DEPARTMENT STORES COMPANY, FEDERATED
AND MILAN ACQUISITION LLC., PURSUANT TO WHICH MAY
WILL MERGE WITH MILAN ACQUISITION LLC. ON THE TERMS
AND SUBJECT TO THE CONDITIONS CONTAINED IN THE MERGER
AGREEMENT.
ELECTION OF DIRECTOR: MEYER FELDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERRY J. LUNDGREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARNA C. WHITTINGTON ISSUER YES FOR FOR
PROPOSAL #03: TO ADOPT AN AMENDMENT TO FEDERATED'S ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS.
PROPOSAL #04: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
FEDERATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
PROPOSAL #05: TO APPROVE ADJOURNMENTS OR POSTPONEMENTS ISSUER YES FOR FOR
OF THE FEDERATED ANNUAL MEETING, IF NECESSARY, TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE FEDERATED
ANNUAL MEETING TO APPROVE THE ABOVE PROPOSALS.
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ISSUER: FLEXTRONICS INTERNATIONAL LTD.
TICKER: FLEX CUSIP: Y2573F102
MEETING DATE: 9/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MR. JAMES A. DAVIDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. LIP-BU TAN ISSUER YES FOR FOR
PROPOSAL #02: RE-APPOINTMENT OF MR. PATRICK FOLEY AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY.
PROPOSAL #03: TO RE-APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING MARCH 31, 2006 AND TO AUTHORIZE THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION.
PROPOSAL #04: TO APPROVE THE AUTHORIZATION FOR THE ISSUER YES FOR FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
PROPOSAL #05: TO APPROVE THE DIRECTOR CASH ISSUER YES FOR FOR
COMPENSATION AND ADDITIONAL CASH COMPENSATION FOR THE
CHAIRMAN OF THE AUDIT COMMITTEE (IF APPOINTED) AND FOR
COMMITTEE PARTICIPATION.
PROPOSAL #06: TO APPROVE THE PROPOSED RENEWAL OF THE ISSUER YES FOR FOR
SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY THE
COMPANY OF ITS OWN ISSUED ORDINARY SHARES.
------------------------------------------------------------------------------------
ISSUER: GANNETT CO., INC.
TICKER: GCI CUSIP: 364730101
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARJORIE MAGNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2006 FISCAL YEAR.
PROPOSAL #03: PROPOSAL TO RE-APPROVE THE MATERIAL ISSUER YES FOR FOR
TERMS OF THE PERFORMANCE MEASURES IN THE COMPANY'S
2001 OMNIBUS INCENTIVE COMPENSATION PLAN.
PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING ANNUAL SHAREHOLDER YES FOR AGAINST
ELECTION OF DIRECTORS.
PROPOSAL #05: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
------------------------------------------------------------------------------------
ISSUER: GENERAL ELECTRIC COMPANY
TICKER: GE CUSIP: 369604103
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR WILLIAM M. CASTELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. FUDGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY R. IMMELT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREA JUNG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN G. LAFLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. LANE 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: SAM NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER S. PENSKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. SWIERINGA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS A. WARNER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. WRIGHT ISSUER YES FOR FOR
PROPOSAL #B: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
AUDITOR
PROPOSAL #01: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #02: CURB OVER-EXTENDED DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #03: ONE DIRECTOR FROM THE RANKS OF RETIREES SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: DIRECTOR ELECTION MAJORITY VOTE STANDARD SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: REPORT ON GLOBAL WARMING SCIENCE SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: GENWORTH FINANCIAL, INC.
TICKER: GNW CUSIP: 37247D106
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. FRAIZER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NANCY J. KARCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. ROBERT 'BOB' KERREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAIYID T. NAQVI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. PARKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES S. RIEPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS B. WHEELER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006.
------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 31 DEC 2005
PROPOSAL #3.: ELECT DR. MONCEF SLAOUI AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: ELECT MR. TOM DE SWAAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. LARRY CULP AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT SIR. CRISPIN DAVIS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT DR. RONALDO SCHMITZ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR N/A
APPOINT PRICEWATERHOUSCOOPERS LLP AS THE AUDITORS TO
THE COMPANY UNTIL THE END OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH 347C OF THE COMPANIES ACT 1985 THE ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR
EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM IN 2007 OR 16 NOV
2007
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL SUBSTITUTING AUTHORITIES, TO
ALLOT RELEVANT SECURITIES SECTION 80 OF THE ACT UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 485,201,557;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY'S AGM IN 2007 OR 16 NOV 2007 ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED ON DIRECTORS
BY RESOLUTION 11 AND /OR WHERE SUCH ALLOTMENT
CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY
VIRTUE OF SECTION 94(3A)OF THE ACT, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE AS
DEFINED IN ARTICLE 12.5 OF THE COMPANY'S ARTICLES OF
ASSOCIATION PROVIDED THAT AN OFFER OF EQUITY
SECURITIES PURSUANT TO ANY SUCH RIGHTS ISSUE NEED NOT
BE OPEN TO ANY SHAREHOLDER HOLDING ORDINARY SHARES AS
TREASURY SHARES; AND B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 72,780,233; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY IN 2007 OR ON 16 NOV 2007 ; AND THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO
582,241,869 ORDINARY SHARES OF 25P EACH, AT A MINIMUM
PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY HELD IN 2007 OR ON 16 NOV 2007 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: GSK CUSIP: 37733W105
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: TO RECEIVE AND ADOPT THE DIRECTORS ISSUER YES FOR FOR
REPORT AND THE FINANCIAL STATEMENTS
PROPOSAL #O2: TO APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #O3: TO ELECT DR MONCEF SLAOUI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O4: TO ELECT MR TOM DE SWAAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O5: TO RE-ELECT MR LARRY CULP AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O6: TO RE-ELECT SIR CRISPIN DAVIS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O7: TO RE-ELECT DR RONALDO SCHMITZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #O8: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #O9: REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #S10: TO AUTHORISE THE COMPANY TO MAKE ISSUER YES FOR FOR
DONATIONS TO EU POLITICAL ORGANISATIONS AND INCUR EU
POLITICAL EXPENDITURE
PROPOSAL #S11: AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #S12: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR
(INDICATES A SPECIAL RESOLUTION)
PROPOSAL #S13: AUTHORITY FOR THE COMPANY TO PURCHASE ISSUER YES FOR FOR
ITS OWN SHARES (INDICATES A SPECIAL RESOLUTION)
------------------------------------------------------------------------------------
ISSUER: GLOBALSANTAFE CORPORATION
TICKER: GSF CUSIP: G3930E101
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS W. CASON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON A. MARSHALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARROLL W. SUGGS ISSUER YES FOR FOR
PROPOSAL #2A: AMEND THE COMPANY'S AMENDED AND RESTATED ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION, AS AMENDED TO DATE; TO
PROVIDE THAT THE ISSUANCE OF PREFERENCE SHARES IS NOT
A VARIATION OF THE RIGHTS OF THE HOLDERS OF ORDINARY
SHARES AND TO MAKE A RELATED CLARIFYING CHANGE, AND
AMEND THE COMPANY'S AMENDED AND RESTATED MEMORANDUM OF
ASSOCIATION TO MAKE A RELATED CLARIFYING CHANGE.
PROPOSAL #2B: AMEND THE EXISTING ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION TO INCREASE THE COMPANY'S FLEXIBILITY IN
REPURCHASING ITS SHARES.
PROPOSAL #2C: AMEND THE EXISTING ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION TO DELETE OBSOLETE PROVISIONS RELATING TO
KUWAIT PETROLEUM CORPORATION AND ITS AFFILIATES.
PROPOSAL #2D: AMEND THE EXISTING MEMORANDUM OF ISSUER YES FOR FOR
ASSOCIATION AND THE EXISTING ARTICLES OF ASSOCIATION
TO CLARIFY, UPDATE AND MAKE MINOR CHANGES TO CERTAIN
PROVISIONS.
PROPOSAL #2E: AMEND AND RESTATE THE EXISTING ISSUER YES FOR FOR
MEMORANDUM OF ASSOCIATION AND THE EXISTING ARTICLES OF
ASSOCIATION TO INCORPORATE ALL PREVIOUS AMENDMENTS
THERETO.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31,
2006.
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ISSUER: GOLDEN WEST FINANCIAL CORPORATION
TICKER: GDW CUSIP: 381317106
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARYELLEN C. HERRINGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH T. ROSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HERBERT M. SANDLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S
INDEPENDENT OUTSIDE AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2006.
------------------------------------------------------------------------------------
ISSUER: GOODRICH CORPORATION
TICKER: GR CUSIP: 382388106
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DIANE C. CREEL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. GRIFFITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. HOLLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. JUMPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARSHALL O. LARSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS E. OLESEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED M. RANKIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. THOMAS YOUNG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2006.
------------------------------------------------------------------------------------
ISSUER: HCA INC.
TICKER: HCA CUSIP: 404119109
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.H. AVERHOFF, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD M. BRACKEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.F. FRIST, JR., M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERICK W. GLUCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLENDA A. HATCHETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.O. HOLLIDAY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. MICHAEL LONG 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: FRANK S. ROYAL, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD T. SHAPIRO ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
HCA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
AS DESCRIBED IN THE PROXY STATEMENT
PROPOSAL #03: APPROVAL OF SHAREHOLDER PROPOSAL NO. 1, SHAREHOLDER YES AGAINST FOR
AS DESCRIBED IN THE PROXY STATEMENT
PROPOSAL #04: APPROVAL OF SHAREHOLDER PROPOSAL NO. 2, SHAREHOLDER YES AGAINST FOR
AS DESCRIBED IN THE PROXY STATEMENT
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ISSUER: HEALTH NET, INC.
TICKER: HNT CUSIP: 42222G108
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS T. FARLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GALE S. FITZGERALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK FOLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAY M. GELLERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER F. GREAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE G. WILLISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERICK C. YEAGER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE HEALTH NET, INC. 2006 ISSUER YES FOR FOR
LONG-TERM INCENTIVE PLAN.
PROPOSAL #03: TO RATIFY THE SELECTION OF DELOITTE AND ISSUER YES FOR FOR
TOUCHE LLP AS HEALTH NET'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
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ISSUER: HEWLETT-PACKARD COMPANY
TICKER: HPQ CUSIP: 428236103
MEETING DATE: 3/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: P.C. DUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.M. BALDAUF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. HACKBORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. HAMMERGREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.V. HURD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.A. KEYWORTH II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.J. PERKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.P. WAYMAN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING OCTOBER 31, 2006.
PROPOSAL #03: PROPOSAL TO APPROVE THE HEWLETT-PACKARD ISSUER YES FOR FOR
COMPANY 2005 PAY-FOR-RESULTS PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL ENTITLED DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD PROPOSAL .
PROPOSAL #05: STOCKHOLDER PROPOSAL ENTITLED RECOUP SHAREHOLDER YES AGAINST FOR
UNEARNED MANAGEMENT BONUSES .
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ISSUER: HUBBELL INCORPORATED
TICKER: HUBA CUSIP: 443510201
MEETING DATE: 5/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: G. RATCLIFFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. BROOKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. EDWARDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. HOFFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MCNALLY IV ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. MEYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. POWERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. VAN RIPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. SWIFT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE YEAR 2006.
PROPOSAL #03: REAPPROVAL OF THE COMPANY'S SENIOR ISSUER YES FOR FOR
EXECUTIVE INCENTIVE COMPENSATION PLAN.
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ISSUER: INTEL CORPORATION
TICKER: INTC CUSIP: 458140100
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CRAIG R. BARRETT ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: E. JOHN P. BROWNE ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: D. JAMES GUZY ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: REED E. HUNDT ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: PAUL S. OTELLINI ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JAMES D. PLUMMER ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: DAVID S. POTTRUCK ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JANE E. SHAW ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JOHN L. THORNTON ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: DAVID B. YOFFIE ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT OF THE SECOND RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION ( CERTIFICATE OF
INCORPORATION ) TO REPEAL ARTICLE 10 (THE FAIR PRICE
PROVISION )
PROPOSAL #03: AMENDMENT OF THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO REPEAL ARTICLE 7 AND ARTICLE 12 (THE
SUPERMAJORITY VOTE PROVISIONS )
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT YEAR
PROPOSAL #05: APPROVAL OF THE 2006 EQUITY INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #06: APPROVAL OF THE 2006 STOCK PURCHASE PLAN ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL BUSINESS MACHINES CORP
TICKER: IBM CUSIP: 459200101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C. BLACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DORMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. ESKEW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.A. JACKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. MAKIHARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. OWENS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. SPERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. TAUREL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. VEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.H. ZAMBRANO ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. (PAGE
26)
PROPOSAL #03: STOCKHOLDER PROPOSAL ON: CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING (PAGE 27)
PROPOSAL #04: STOCKHOLDER PROPOSAL ON: PENSION AND SHAREHOLDER YES ABSTAIN AGAINST
RETIREMENT MEDICAL (PAGE 27)
PROPOSAL #05: STOCKHOLDER PROPOSAL ON: EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 29)
PROPOSAL #06: STOCKHOLDER PROPOSAL ON: DISCLOSURE OF SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION (PAGE 29)
PROPOSAL #07: STOCKHOLDER PROPOSAL ON: OFFSHORING SHAREHOLDER YES AGAINST FOR
(PAGE 30)
PROPOSAL #08: STOCKHOLDER PROPOSAL ON: CHINA BUSINESS SHAREHOLDER YES ABSTAIN AGAINST
PRINCIPLES (PAGE 32)
PROPOSAL #09: STOCKHOLDER PROPOSAL ON: POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS (PAGE 33)
PROPOSAL #10: STOCKHOLDER PROPOSAL ON: MAJORITY VOTING SHAREHOLDER YES AGAINST FOR
FOR DIRECTORS (PAGE 34)
PROPOSAL #11: STOCKHOLDER PROPOSAL ON: SIMPLE MAJORITY SHAREHOLDER YES FOR AGAINST
VOTE (PAGE 35)
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ISSUER: IPC HOLDINGS, LTD.
TICKER: IPCR CUSIP: G4933P101
MEETING DATE: 2/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF INCREASE OF MAXIMUM NUMBER ISSUER YES AGAINST AGAINST
OF DIRECTORS.
PROPOSAL #02: APPROVAL TO FILL BOARD VACANCIES. ISSUER YES AGAINST AGAINST
PROPOSAL #03: APPROVAL OF INCREASE OF AUTHORIZED ISSUER YES AGAINST AGAINST
COMMON SHARES.
PROPOSAL #04: APPROVAL OF INCREASE OF AUTHORIZED ISSUER YES AGAINST AGAINST
PREFERRED SHARES.
------------------------------------------------------------------------------------
ISSUER: IPC HOLDINGS, LTD.
TICKER: IPCR CUSIP: G4933P101
MEETING DATE: 6/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK MUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES P. BRYCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER S. CHRISTIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. GEORGE CUBBON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH L. HAMMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. THE HON. C.E. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTONY P.D. LANCASTER ISSUER YES FOR FOR
PROPOSAL #B: APPOINTMENT AND REMUNERATION OF ISSUER YES FOR FOR
INDEPENDENT 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.
PROPOSAL #C: APPROVAL OF REVISED PLAN OF REMUNERATION ISSUER YES FOR FOR
OF THE BOARD OF DIRECTORS.
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ISSUER: JONES APPAREL GROUP, INC.
TICKER: JNY CUSIP: 480074103
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER BONEPARTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIDNEY KIMMEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD GITTIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY F. SCARPA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW H. KAMENS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. ROBERT KERREY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ANN N. REESE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD C. CROTTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOWELL W. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALLEN I. QUESTROM ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF BDO SEIDMAN, LLP AS THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE
CORPORATION FOR 2006.
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ISSUER: JPMORGAN CHASE & CO.
TICKER: JPM CUSIP: 46625H100
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN H. BIGGS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN B. BURKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES S. CROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES DIMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. KESSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT I. LIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID C. NOVAK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEE R. RAYMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: STOCK OPTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: PERFORMANCE-BASED RESTRICTED STOCK SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SEPARATE CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SEXUAL ORIENTATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SPECIAL SHAREHOLDER MEETINGS SHAREHOLDER YES FOR AGAINST
PROPOSAL #08: LOBBYING PRIORITIES REPORT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: POLITICAL CONTRIBUTIONS REPORT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: POISON PILL SHAREHOLDER YES AGAINST FOR
PROPOSAL #11: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #12: BONUS RECOUPMENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #13: OVERCOMMITTED DIRECTORS SHAREHOLDER YES AGAINST FOR
------------------------------------------------------------------------------------
ISSUER: KELLOGG COMPANY
TICKER: K CUSIP: 487836108
MEETING DATE: 4/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN T. DILLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. JENNESS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. DANIEL JORNDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. PEREZ ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR FOR ISSUER YES FOR FOR
2006
PROPOSAL #03: APPROVAL OF THE KELLOGG COMPANY SENIOR ISSUER YES FOR FOR
EXECUTIVE ANNUAL INCENTIVE PLAN
PROPOSAL #04: PREPARE SUSTAINABILITY REPORT SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: KIMBERLY-CLARK CORPORATION
TICKER: KMB CUSIP: 494368103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DENNIS R. BERESFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ABELARDO E. BRU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. FALK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAE C. JEMISON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES FOR AGAINST
CLASSIFIED BOARD
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING ADOPTION SHAREHOLDER YES ABSTAIN AGAINST
OF GLOBAL HUMAN RIGHTS STANDARDS BASED ON
INTERNATIONAL LABOR CONVENTIONS
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR
VOTING
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON SUSTAINABLE FORESTRY PRACTICES
------------------------------------------------------------------------------------
ISSUER: LAM RESEARCH CORPORATION
TICKER: LRCX CUSIP: 512807108
MEETING DATE: 11/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES W. BAGLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID G. ARSCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT M. BERDAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. ELKUS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK R. HARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GRANT M. INMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN G. NEWBERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEIICHI WATANABE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE AMENDMENT OF THE LAM ISSUER YES FOR FOR
2004 EXECUTIVE INCENTIVE PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR
2006.
------------------------------------------------------------------------------------
ISSUER: LEAR CORPORATION
TICKER: LEA CUSIP: 521865105
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID E. FRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID P. SPALDING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. STERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY D.G. WALLACE ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006.
PROPOSAL #03: APPROVE AN AMENDMENT TO THE LEAR ISSUER YES FOR FOR
CORPORATION LONG-TERM STOCK INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL TO ELECT EACH SHAREHOLDER YES FOR AGAINST
DIRECTOR ANNUALLY.
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING GLOBAL SHAREHOLDER YES ABSTAIN AGAINST
HUMAN RIGHTS STANDARDS.
------------------------------------------------------------------------------------
ISSUER: LEHMAN BROTHERS HOLDINGS INC.
TICKER: LEH CUSIP: 524908100
MEETING DATE: 4/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS H. CRUIKSHANK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY KAUFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. MACOMBER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 2006
FISCAL YEAR BY THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS.
PROPOSAL #03: ADOPT AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 600
MILLION TO 1.2 BILLION SHARES.
PROPOSAL #04: ADOPT AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF ALL DIRECTORS.
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ISSUER: LIBERTY GLOBAL, INC.
TICKER: LBTYA CUSIP: 530555101
MEETING DATE: 6/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN P. COLE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID E. RAPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GENE W. SCHNEIDER ISSUER YES FOR FOR
PROPOSAL #02: AUDITORS RATIFICATION ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: LIMITED BRANDS, INC.
TICKER: LTD CUSIP: 532716107
MEETING DATE: 5/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E. GORDON GEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES L. HESKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALLAN R. TESSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ABIGAIL S. WEXNER ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: MAGNA INTERNATIONAL INC.
TICKER: MGA CUSIP: 559222401
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM H. FIKE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MANFRED GINGL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL D. HARRIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD C. LUMLEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: KLAUS MANGOLD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DONALD RESNICK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROYDEN R. RICHARDSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: FRANK STRONACH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: FRANZ VRANITZKY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DONALD J. WALKER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SIEGFRIED WOLF ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LAWRENCE D. WORRALL ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RE-APPOINTMENT OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
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: MBNA CORPORATION
TICKER: KRB CUSIP: 55262L100
MEETING DATE: 11/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE MERGER WITH BANK OF ISSUER YES FOR FOR
AMERICA CORPORATION
PROPOSAL #02: APPROVAL OF PROPOSAL TO ADJOURN THE MBNA ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES
------------------------------------------------------------------------------------
ISSUER: MCDONALD'S CORPORATION
TICKER: MCD CUSIP: 580135101
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT A. ECKERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEANNE P. JACKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD H. LENNY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW J. MCKENNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHEILA A. PENROSE ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF A SHAREHOLDER PROPOSAL SHAREHOLDER YES FOR AGAINST
RELATING TO SHAREHOLDER APPROVAL OF FUTURE SEVERANCE
AGREEMENTS
PROPOSAL #04: APPROVAL OF A SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
RELATING TO LABELING OF GENETICALLY ENGINEERED PRODUCTS
------------------------------------------------------------------------------------
ISSUER: MERCK & CO., INC.
TICKER: MRK CUSIP: 589331107
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD T. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE A. BOSSIDY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. BOWEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHNNETTA B. COLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM N. KELLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. SHENK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE M. TATLOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMUEL O. THIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WENDELL P. WEEKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER C. WENDELL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006
PROPOSAL #03: PROPOSAL TO ADOPT THE 2007 INCENTIVE ISSUER YES FOR FOR
STOCK PLAN
PROPOSAL #04: PROPOSAL TO ADOPT THE 2006 NON-EMPLOYEE ISSUER YES FOR FOR
DIRECTORS STOCK OPTION PLAN
PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING STOCK SHAREHOLDER YES AGAINST FOR
OPTION AWARDS
PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING NON- SHAREHOLDER YES FOR AGAINST
DIRECTOR SHAREHOLDER VOTES
PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING AN SHAREHOLDER YES ABSTAIN AGAINST
ANIMAL WELFARE POLICY REPORT
------------------------------------------------------------------------------------
ISSUER: MERRILL LYNCH & CO., INC.
TICKER: MER CUSIP: 590188108
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALBERTO CRIBIORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AULANA L. PETERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI ISSUER YES FOR FOR
PROPOSAL #02: RATIFY APPOINTMENT OF DELOITTE & TOUCHE ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: INSTITUTE CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SUBMIT DIRECTOR COMPENSATION TO SHAREHOLDER YES AGAINST FOR
SHAREHOLDERS FOR ANNUAL APPROVAL
PROPOSAL #05: SUBMIT MANAGEMENT DEVELOPMENT AND SHAREHOLDER YES AGAINST FOR
COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS FOR
ANNUAL APPROVAL
------------------------------------------------------------------------------------
ISSUER: METLIFE, INC.
TICKER: MET CUSIP: 59156R108
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C. ROBERT HENRIKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. KEANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HUGH B. PRICE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENTON J. SICCHITANO ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2006
------------------------------------------------------------------------------------
ISSUER: MICROSOFT CORPORATION
TICKER: MSFT CUSIP: 594918104
MEETING DATE: 11/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN A. BALLMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DINA DUBLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID F. MARQUARDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HELMUT PANKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON A. SHIRLEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR
------------------------------------------------------------------------------------
ISSUER: NATIONAL CITY CORPORATION
TICKER: NCC CUSIP: 635405103
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.E. BARFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. BROADHURST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.A. DABERKO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.P. HEALY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.C. LINDNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.A. ORMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.L. SHAHEEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. WEISS ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE AUDIT ISSUER YES FOR FOR
COMMITTEE'S SELECTION OF ERNST & YOUNG LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
------------------------------------------------------------------------------------
ISSUER: NCR CORPORATION
TICKER: NCR CUSIP: 62886E108
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM R. NUTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. RINGLER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPROVAL OF THE APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
PROPOSAL #03: APPROVAL OF THE NCR MANAGEMENT INCENTIVE ISSUER YES FOR FOR
PLAN.
PROPOSAL #04: APPROVAL OF THE NCR STOCK INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #05: APPROVAL OF THE NCR EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN.
------------------------------------------------------------------------------------
ISSUER: NEWELL RUBBERMAID INC.
TICKER: NWL CUSIP: 651229106
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS E. CLARKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. CUTHBERT MILLETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN J. STROBEL ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDED AND RESTATED NEWELL ISSUER YES FOR FOR
RUBBERMAID INC. 2003 STOCK PLAN
PROPOSAL #03: APPROVAL OF NEWELL RUBBERMAID INC. ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006
PROPOSAL #05: APPROVAL OF STOCKHOLDER PROPOSAL - SHAREHOLDER YES FOR AGAINST
REDEEM OR VOTE POISON PILL, IF PROPERLY PRESENTED AT
THE ANNUAL MEETING
PROPOSAL #06: APPROVAL OF STOCKHOLDER PROPOSAL - SHAREHOLDER YES FOR AGAINST
REPEAL CLASSIFIED BOARD, IF PROPERLY PRESENTED AT THE
ANNUAL MEETING
------------------------------------------------------------------------------------
ISSUER: NEXTEL COMMUNICATIONS, INC.
TICKER: NXTL CUSIP: 65332V103
MEETING DATE: 7/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, AS AMENDED.
PROPOSAL #02: APPROVAL OF ANY MOTION TO ADJOURN THE ISSUER YES FOR FOR
ANNUAL MEETING.
ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK M DRENDEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM E. KENNARD ISSUER YES FOR FOR
PROPOSAL #04: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
NEXTEL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2005.
PROPOSAL #05: APPROVAL OF THE NEXTEL COMMUNICATIONS, ISSUER YES FOR FOR
INC. AMENDED AND RESTATED INCENTIVE EQUITY PLAN.
------------------------------------------------------------------------------------
ISSUER: NOBLE CORPORATION
TICKER: NE CUSIP: G65422100
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES C. DAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIE H. EDWARDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARC E. LELAND ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2006.
PROPOSAL #03: MEMBER (SHAREHOLDER) PROPOSAL TO SHAREHOLDER YES AGAINST FOR
SEPARATE THE POSITIONS OF CHAIRMAN/CHIEF EXECUTIVE
OFFICER.
------------------------------------------------------------------------------------
ISSUER: NORFOLK SOUTHERN CORPORATION
TICKER: NSC CUSIP: 655844108
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DANIEL A. CARP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN F. LEER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. MOORMAN, IV ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS
NORFOLK SOUTHERN'S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2006.
------------------------------------------------------------------------------------
ISSUER: NORTHROP GRUMMAN CORPORATION
TICKER: NOC CUSIP: 666807102
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN T. CHAIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VIC FAZIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN E. FRANK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES R. LARSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD B. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD D. SUGAR ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR.
PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPER
MAJORITY VOTE REQUIREMENT.
PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
------------------------------------------------------------------------------------
ISSUER: OCCIDENTAL PETROLEUM CORPORATION
TICKER: OXY CUSIP: 674599105
MEETING DATE: 5/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SPENCER ABRAHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD W. BURKLE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN S. CHALSTY 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: JOHN E. FEICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY R. IRANI 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: AZIZ D. SYRIANI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROSEMARY TOMICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER L. WEISMAN ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
KPMG AS INDEPENDENT AUDITORS.
PROPOSAL #03: APPROVAL OF INCREASE IN AUTHORIZED ISSUER YES AGAINST AGAINST
CAPITAL STOCK.
PROPOSAL #04: LIMIT ON EXECUTIVE COMPENSATION. SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SCIENTIFIC REPORT ON GLOBAL SHAREHOLDER YES ABSTAIN AGAINST
WARMING/COOLING.
PROPOSAL #06: ELECTION OF DIRECTORS BY MAJORITY VOTE. SHAREHOLDER YES AGAINST FOR
------------------------------------------------------------------------------------
ISSUER: OFFICE DEPOT, INC.
TICKER: ODP CUSIP: 676220106
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEE A. AULT III 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: ABELARDO E. BRU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID I. FUENTE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRENDA J. GAINES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MYRA M. HART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. SCOTT HEDRICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVE ODLAND ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
PROPOSAL #03: TO CONSIDER A PROPOSAL FROM A SHAREHOLDER YES AGAINST FOR
SHAREHOLDER RECOMMENDING THAT OUR BOARD OF DIRECTORS
INITIATE THE APPROPRIATE PROCESS TO AMEND THE
GOVERNANCE DOCUMENTS (CERTIFICATE OF INCORPORATION OR
BYLAWS) OF THE COMPANY TO PROVIDE THAT DIRECTOR
NOMINEES SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF
THE MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING OF
SHAREHOLDERS.
------------------------------------------------------------------------------------
ISSUER: OWENS-ILLINOIS, INC.
TICKER: OI CUSIP: 690768403
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY F. COLTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CORBIN A. MCNEILL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HELGE H. WEHMEIER ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2006.
------------------------------------------------------------------------------------
ISSUER: PACTIV CORP.
TICKER: PTV CUSIP: 695257105
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. DANE BROOKSHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. DARNALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.R. (NINA) HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N. THOMAS LINEBARGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER B. PORTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. WAMBOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN H. WESLEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------------------------------------
ISSUER: PARTNERRE LTD.
TICKER: PRE CUSIP: G6852T105
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT M. BAYLIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAN H. HOLSBOER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN M. TWOMEY ISSUER YES FOR FOR
PROPOSAL #02: TO RE-APPOINT DELOITTE & TOUCHE, THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE ENSUING PERIOD
ENDING WITH THE 2007 ANNUAL GENERAL MEETING AND TO
REFER THE DETERMINATION OF AUDITORS REMUNERATION TO
THE BOARD OF DIRECTORS.
PROPOSAL #03: TO CONSIDER AND TAKE ACTION WITH RESPECT ISSUER YES AGAINST AGAINST
TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL GENERAL MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
------------------------------------------------------------------------------------
ISSUER: PEPSICO, INC.
TICKER: PEP CUSIP: 713448108
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.F. AKERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. ALLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. DUBLON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.J. DZAU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. HUNT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. IBARGUEN 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: S.S REINEMUND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.P. ROCKEFELLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.J. SCHIRO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.A. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. TRUDELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. VASELLA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D. WHITE ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTANTS
PROPOSAL #03: SHAREHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS (PROXY STATEMENT P. 23)
PROPOSAL #04: SHAREHOLDER PROPOSAL - CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS (PROXY STATEMENT P. 24)
------------------------------------------------------------------------------------
ISSUER: PETRO-CANADA
TICKER: PCZ CUSIP: 71644E102
MEETING DATE: 4/25/2006 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: GAIL COOK-BENNETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. CURRIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDE FONTAINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL HASELDONCKX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. KIERANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN F. MACNEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAUREEN MCCAW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL D. MELNUK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GUYLAINE SAUCIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. SIMPSON ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY.
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 300% STOCK SPLIT OF ISSUER YES FOR FOR
COMPANY SHARES, RESULTING IN THE DISTRIBUTION, AT NO
COST, OF 3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1
(ONE) SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN
THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH.
PROPOSAL #02: APPROVAL TO CHANGE ARTICLE 4 OF THE ISSUER YES FOR FOR
COMPANY'S BYLAWS IN LIGHT OF ITEM I, AS SET FORTH IN
THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH.
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF THE OPERATION FOR THE PARTIAL AND
DISPROPORTIONAL SPINNING OFF OF DOWNSTREAM
PARTICIPACOES LTDA AND THE INCORPORATION OF THE
DIVESTED PORTION BY PETROLEO BRASILEIRO S.A. -
PETROBRAS , DATED JULY 31, 2005
PROPOSAL #02: RATIFICATION AND NOMINATION OF THE ISSUER YES FOR FOR
SPECIALIZED COMPANY FOR APPRAISING THE ASSETS TO BE
SPUN OFF AND SUBSEQUENTLY INCORPORATED
PROPOSAL #03: APPROVAL OF THE VALUATION REPORT OF THE ISSUER YES FOR FOR
SPUN OFF PORTION TO BE INCORPORATED BY PETROBRAS
PROPOSAL #04: APPROVAL OF THE SPINNING OFF FOLLOWED BY ISSUER YES FOR FOR
INCORPORATION OF THE ASSETS OF THE DIVESTED PART OF
THE COMPANY ACCORDING TO THE PROCEDURE IN THE DOCUMENT
TO WHICH ITEM 1 ABOVE REFERS
PROPOSAL #05: AUTHORIZATION FOR THE EXECUTIVE BOARD TO ISSUER YES FOR FOR
PRACTICE ALL NECESSARY ACTS FOR THE EXECUTION OF THE
ABOVE ITEMS
PROPOSAL #06: APPROVAL OF THE ELECTION OF JOSE SERGIO ISSUER YES FOR FOR
GABRIELLI DE AZEVEDO, CHIEF EXECUTIVE OFFICER, AS A
MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 4/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, ISSUER YES FOR FOR
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2005.
PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURE ISSUER YES FOR FOR
BUDGET FOR THE FISCAL YEAR 2006.
PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS ISSUER YES FOR FOR
FOR THE FISCAL YEAR 2005.
PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS.*
PROPOSAL #A5: APPROVAL OF THE ELECTION OF CHAIRMAN OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS.*
PROPOSAL #A6: APPROVAL OF THE ELECTION OF MEMBERS OF ISSUER YES FOR FOR
THE FISCAL COUNCIL AND THEIR RESPECTIVE SUBSTITUTES.*
PROPOSAL #A7: APPROVAL OF THE ESTABLISHMENT OF THE ISSUER YES AGAINST AGAINST
MANAGEMENT COMPENSATION, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41
AND 56 OF THE COMPANY'S BYLAWS, AS WELL OF MEMBERS OF
THE FISCAL COUNCIL.
PROPOSAL #E1: APPROVAL OF THE INCREASE IN THE CAPITAL ISSUER YES FOR FOR
STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE
RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS
AMOUNTING TO R$ 15.352 MILLION, INCREASING THE CAPITAL
STOCK FROM R$ 32,896 MILLION TO R$ 48.248 MILLION
WITHOUT ANY CHANGE TO THE NUMBER OF ISSUED SHARES
PURSUANT TO ARTICLE 40, ITEM III OF THE COMPANY'S
BYLAWS.
------------------------------------------------------------------------------------
ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
TICKER: PBR CUSIP: 71654V408
MEETING DATE: 5/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF THE INCORPORATION OF THE SHARES OF
PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO
BRASILEIRO S.A.
PROPOSAL #02: RATIFICATION AND APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED FIRM TO EVALUATE THE SHAREHOLDERS EQUITY
AND BOOK VALUE OF PETROBRAS
PROPOSAL #03: APPROVAL OF THE VALUATION OF THE ISSUER YES FOR FOR
SHAREHOLDERS EQUITY AND BOOK VALUE REPORT OF PETROBRAS
PROPOSAL #04: APPROVAL OF THE VALUATION OF THE ISSUER YES FOR FOR
SHAREHOLDERS EQUITY BOOK VALUE AND NET BOOK ASSETS OF
PETROQUISA
PROPOSAL #05: RATIFICATION AND APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED FIRM TO UNDERTAKE AN ECONOMIC AND
FINANCIAL VALUATION OF PETROBRAS
PROPOSAL #06: APPROVAL OF THE ECONOMIC AND FINANCIAL ISSUER YES FOR FOR
VALUATION OF PETROBRAS
PROPOSAL #07: APPROVAL OF THE INCORPORATION OF THE ISSUER YES FOR FOR
TOTAL NUMBER OF PETROQUISA SHARES HELD BY MINORITY
SHAREHOLDERS INTO PETROBRAS EQUITY
PROPOSAL #08: APPROVAL OF THE ALTERATIONS TO PETROBRAS ISSUER YES FOR FOR
BYLAWS AS PROVIDED FOR IN THE PROTOCOL AND
JUSTIFICATION OF THE INCORPORATION OF THE SHARES OF
PETROBRAS QUIMICA S.A. - PETROQUISA BY PETROLEO
BRASILEIRO S.A. - PETROBRAS
PROPOSAL #09: AUTHORIZATION FOR THE EXECUTIVE BOARD TO ISSUER YES FOR FOR
PRACTICE ALL THE ACTS NEEDED FOR THE EXECUTION OF THE
ABOVE ACTIONS
------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONSTANCE J. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY O. IKENBERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY A. MCKINNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006.
PROPOSAL #03: MANAGEMENT PROPOSAL TO AMEND COMPANY'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTE REQUIREMENTS AND FAIR PRICE
PROVISION.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR DIRECTORS.
PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
REPORTING ON PHARMACEUTICAL PRICE RESTRAINT.
PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
PROPOSAL #07: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
SEPARATION OF ROLES OF CHAIRMAN AND CEO.
PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.
PROPOSAL #09: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON THE FEASIBILITY OF AMENDING PFIZER'S CORPORATE
POLICY ON LABORATORY ANIMAL CARE AND USE.
PROPOSAL #10: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
JUSTIFICATION FOR FINANCIAL CONTRIBUTIONS WHICH
ADVANCE ANIMAL-BASED TESTING METHODOLOGIES.
------------------------------------------------------------------------------------
ISSUER: PROMISE CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY52.5, CORPORATE
OFFICERS BONUSES JPY 67,300,000 (INCLUDING JPY
15,200,000 TO THE CORPORATE AUDITORS)
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEWCOMMERCIAL CODE
(PLEASE REFER TO THE ATTACHED PDF FILES.)
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATEAUDITORS
------------------------------------------------------------------------------------
ISSUER: R.H. DONNELLEY CORPORATION
TICKER: RHD CUSIP: 74955W307
MEETING DATE: 1/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER (THE MERGER AGREEMENT ), DATED AS OF OCTOBER
3, 2005, BY AND AMONG DEX MEDIA, INC., DONNELLEY AND
FORWARD ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY
OF DONNELLEY, PURSUANT TO WHICH DEX MEDIA WILL MERGE
WITH AND INTO FORWARD ACQUISITION CORP., AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #02: TO APPROVE ADJOURNMENTS AND ISSUER YES FOR FOR
POSTPONEMENTS OF THE DONNELLEY SPECIAL MEETING, IF
NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
DONNELLEY SPECIAL MEETING TO APPROVE PROPOSAL ONE (1).
------------------------------------------------------------------------------------
ISSUER: R.H. DONNELLEY CORPORATION
TICKER: RHD CUSIP: 74955W307
MEETING DATE: 6/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF CLASS I MEMBER OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS: NANCY E. COOPER
PROPOSAL #1B: ELECTION OF CLASS I MEMBER OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS: R. GLENN HUBBARD
PROPOSAL #1C: ELECTION OF CLASS I MEMBER OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS: ROBERT KAMERSCHEN
PROPOSAL #1D: ELECTION OF CLASS I MEMBER OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS: DAVID C. SWANSON
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2006.
------------------------------------------------------------------------------------
ISSUER: RENAISSANCERE HOLDINGS LTD.
TICKER: RNR CUSIP: G7496G103
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS A. COOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NEILL A. CURRIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. JAMES MACGINNITIE 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 2006 FISCAL YEAR UNTIL OUR 2007
ANNUAL GENERAL MEETING, AND TO REFER THE DETERMINATION
OF THE AUDITORS REMUNERATION TO THE BOARD.
------------------------------------------------------------------------------------
ISSUER: SAFEWAY INC.
TICKER: SWY CUSIP: 786514208
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: STEVEN A. BURD ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JANET E. GROVE ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MOHAN GYANI ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: PAUL HAZEN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: ROBERT I. ISSUER YES FOR FOR
MACDONNELL
PROPOSAL #1F: ELECTION OF DIRECTOR: DOUGLAS J. ISSUER YES FOR FOR
MACKENZIE
PROPOSAL #1G: ELECTION OF DIRECTOR: REBECCA A. STIRN ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: RAYMOND G. VIAULT ISSUER YES FOR FOR
PROPOSAL #02: RE-APPROVAL OF 2001 AMENDED AND RESTATED ISSUER YES FOR FOR
OPERATING PERFORMANCE BONUS PLAN FOR EXECUTIVE
OFFICERS OF SAFEWAY INC.
PROPOSAL #03: RATIFICATION OF APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2006. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE AGAINST STOCKHOLDER
PROPOSALS 4, 5, 6, 7 AND 8.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES AGAINST FOR
SEPARATE VOTE ON GOLDEN PAY IN CONNECTION WITH A
MERGER.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
CREATION OF A FORMAL MECHANISM FOR DIALOGUE BETWEEN
INDEPENDENT DIRECTORS AND SHAREHOLDERS.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES ABSTAIN AGAINST
LABELING OF GENETICALLY ENGINEERED PRODUCTS.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES ABSTAIN AGAINST
COMPANY ISSUE A SUSTAINABILITY REPORT.
------------------------------------------------------------------------------------
ISSUER: SANMINA-SCI CORPORATION
TICKER: SANM CUSIP: 800907107
MEETING DATE: 2/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: NEIL R. BONKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAIN COUDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARIO M. ROSATI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. EUGENE SAPP, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. WAYNE SHORTRIDGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER J. SIMONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JURE SOLA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACQUELYN M. WARD ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO AMEND THE 2003 EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE UNDER THIS PLAN BY 6,000,000
SHARES TO A NEW TOTAL OF 15,000,000 SHARES.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS OF SANMINA-SCI FOR ITS FISCAL YEAR ENDING
SEPTEMBER 30, 2006.
------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: SNY CUSIP: 80105N105
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: APPROVAL OF THE INDIVIDUAL COMPANY ISSUER YES FOR FOR
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2005
PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005
PROPOSAL #O3: APPROPRIATION OF PROFITS; DECLARATION OF ISSUER YES FOR FOR
DIVIDEND
PROPOSAL #O4: APPROVAL OF TRANSACTIONS COVERED BY THE ISSUER YES FOR FOR
STATUTORY AUDITORS SPECIAL REPORT PREPARED IN
ACCORDANCE WITH ARTICLE L.225-40 OF THE COMMERCIAL CODE
PROPOSAL #O5: REAPPOINTMENT OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O6: APPOINTMENT OF A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #O7: REAPPOINTMENT OF A STATUTORY AUDITOR ISSUER YES FOR FOR
PROPOSAL #O8: APPOINTMENT OF A DEPUTY STATUTORY AUDITOR ISSUER YES FOR FOR
PROPOSAL #O9: DIRECTORS ATTENDANCE FEES ISSUER YES FOR FOR
PROPOSAL #O10: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE
COMPANY
PROPOSAL #E11: REVIEW AND APPROVAL OF THE MERGER OF ISSUER YES AGAINST AGAINST
RHONE COOPER INTO SANOFI-AVENTIS - APPROVAL OF THE
CONSIDERATION FOR THE MERGER AND OF THE RESULTING
CAPITAL INCREASE
PROPOSAL #E12: APPROPRIATION OF MERGER PREMIUM ISSUER YES AGAINST AGAINST
PROPOSAL #E13: FORMAL RECORDING OF FINAL COMPLETION OF ISSUER YES AGAINST AGAINST
THE MERGER ON MAY 31, 2006 AND OF THE RESULTING
CAPITAL INCREASE
PROPOSAL #E14: AMENDMENT TO ARTICLE 6 OF THE BYLAWS ISSUER YES AGAINST AGAINST
AFTER THE CAPITAL INCREASE
PROPOSAL #E15: AMENDMENT TO ARTICLES 12 AND 16 OF THE ISSUER YES FOR FOR
BYLAWS
PROPOSAL #E16: POWERS ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE 2005 FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.3: APPROVE THE INCOME FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
6,146,952,608.18 PLUS RETAINED EARNINGS: EUR
1,205,678,019.78, DISTRIBUTABLE INCOME: EUR
7,352,630,627.96 ALLOCATED TO: PAYMENT OF DIVIDENDS:
EUR 2,057,005,434.48, RETAINED EARNINGS: EUR
5,295,625,193.48, FOLLOWING A CAPITAL INCREASE AND A
CAPITAL REDUCTION, THE CAPITAL WAS BROUGHT FROM EUR
2,802,613,138.00 ON 31 DEC 2005, TO EUR
2,708,476,850.00 DIVIDED IN 1,354,238,425 FULLY PAID-
UP SHARES, WHOSE 1,353,293,049 SHARES ARE ENTITLED TO
THE EXISTING DIVIDEND, AND 945,376 SHALL BEAR AN
ACCRUING DIVIDEND AS OF 01 JAN 2006; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.52 PER SHARE, FOR
EACH OF THE 1,353,293,049 SHARES, THIS DIVIDEND WILL
BE PAID ON 07 JUN 2006 AS REQUIRED BY LAW
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
LORD DOURO AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPOINT MR. GERARD LE FUR AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF THE ISSUER NO N/A N/A
COMPANY ERNST AND YOUNG AUDIT AS THE STATUTORY
AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.8: APPOINT THE COMPANY AUDITEX AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.9: APPROVE THE AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 1,200,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO ALL EARLIER DELEGATIONS, TO TRADE IN
THE COMPANY'S SHARES ON THE STOCK MARKET, SUBJECT TO
THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 1,401,306,569
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 14,013,065,700.00; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: APPROVE: TO REVIEW THE REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, THE REPORTS OF MR. DE COURCEL, THE
MERGER AUDITORS AND THE MERGER AGREEMENT AS PER THE
PRIVATE DEED DATED 03 APR 2006; ALL THE PROVISIONS OF
THIS MERGER AGREEMENT, PURSUANT TO WHICH RHONE COOPER
CONTRIBUTES TO SANOFI-AVENTIS, ALL OF ITS ASSETS, WITH
THE CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES:
THE VALUATION OF THE ASSETS CONTRIBUTED AMOUNTING TO
EUR 460,949,630.75 AND THE LIABILITIES AT EUR
3,857,602.25, I.E. NET ASSETS CONTRIBUTED OF EUR
457,092,028.50; THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 10
SANOFI-AVENTIS SHARES AGAINST 1 RHONE COOPER SHARE;
THE UNCONDITIONAL COMPLETION DATE OF THE MERGER, IN A
JURIDICAL POINT OF VIEW, FIXED ON 31 MAY 2006 AND ON
01 JAN 2006 IN AN ACCOUNTING AND FINANCIAL POINT OF
VIEW; RHONE COOPER SHARES HELD BY SANOFI-AVENTIS WILL
NOT BE EXCHANGED; TO INCREASE THE CAPITAL IN
CONSIDERATION FOR THE CONTRIBUTION IN CONNECTION WITH
THE MERGER, BY EUR 237,300.00 BY THE CREATION OF
118,650 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR
2.00 EACH, CARRYING RIGHTS TO THE 2006 DIVIDEND AND
TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE
ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE RATIO OF 10
SANOFI-AVENTIS SHARES AGAINST 1 RHONE COOPER SHARE;
THE CAPITAL WILL THUS INCREASE FROM EUR
2,708,476,850.00 TO EUR 2,708,714,150.00; THESE NEW
SHARES CREATED BY SANOFI-AVENTIS WILL BE ASSIMILATED
IN ALL RESPECTS TO THE OTHER SHARES COMPRISING THE
SHARE CAPITAL; THE DIFFERENCE BETWEEN: THE AMOUNT OF
THE NET ASSETS CONTRIBUTED BY RHONE COOPER: EUR
457,092,028.50; LESS THE QUOTA OF THE NET ASSETS
CONTRIBUTED BY RHONE COOPER CORRESPONDING TO SHARES
HELD BY SANOFI-AVENTIS: EUR 452,475,399.01; AND THE
AMOUNT OF THE SHARE CAPITAL INCREASE: EUR 237,300.00
REPRESENTS THE SHARE PREMIUM OF EUR 4,379,329.49 AND
WILL BE ALLOCATED TO THE MERGER PREMIUM ACCOUNT TO
WHICH SANOFI-AVENTIS EXISTING AND NEW SHAREHOLDERS
WILL HOLD RIGHTS; THE DIFFERENCE BETWEEN: THE QUOTA OF
THE NET ASSETS CONTRIBUTED BY RHONE COOPER
CORRESPONDING TO SHARES HELD BY SANOFI-AVENTIS: EUR
452,475,399.01; PLUS THE DIVIDEND RECEIVED BY SANOFI-
AVENTIS AS A RESULT OF ITS HOLDING IN RHONE COOPER:
EUR 3,567,944.70; AND THE ACCOUNTING NET VALUE OF THE
RHONE COOPER SHARES HELD BY SANOFI-AVENTIS: EUR
461,177,959.12 REPRESENTS THE CAPITAL LOSS ON
TRANSFERRED SHARES OF EUR 5,134,615.41 AND WILL BE
ALLOCATED TO SANOFI-AVENTIS BALANCE SHEET ASSETS AS
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITH DRAWINGS UPON THE MERGER PREMIUM
PROPOSAL #E.13: ACKNOWLEDGE THE UNCONDITIONAL ISSUER NO N/A N/A
COMPLETION DATE OF THE MERGER WILL, IN A JURIDICAL
POINT OF VIEW, BE FIXED ON 31 MAY 2006 AND ON 01 JAN
2006 IN AN ACCOUNTING AND FINANCIAL POINT OF VIEW; THE
118,650 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF
EUR 2.00 EACH, CREATED IN CONSIDERATION FOR THE MERGER
BY SANOFI-AVENTIS WILL BE DISTRIBUTED AMONG THE
SHAREHOLDERS OF THE ACQUIRED COMPANY ON 31 MAY 2006,
ACCORDING TO AN EXCHANGE RATIO OF 10 SANOFI-AVENTIS
SHARES AGAINST 1 RHONE COOPER SHARE
PROPOSAL #E.14: AMEND, PURSUANT TO THE ADOPTION OF THE ISSUER NO N/A N/A
ABOVE RESOLUTIONS, THE ARTICLE 6 OF THE BYLAWS AS
FOLLOWS: THE SHARE CAPITAL OF IS SET AT EUR
2,708,714,150.00 AND IS DIVIDED IN TO 1,354,357,075
SHARES OF PAR VALUE OF EUR 2.00 EACH OF THE SAME CLASS
AND FULLY PAID IN
PROPOSAL #E.15: APPROVE TO MODIFY THE DURATION OF THE ISSUER NO N/A N/A
TERM OF OFFICE OF THE CHAIRMAN; AMEND THE ARTICLES 12
AND 16 OF THE ARTICLES OF THE BYLAWS
PROPOSAL #E.16: GRANT ALL POWERS TO THE BEARER OF A ISSUER NO N/A N/A
COPY OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATION PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: SMURFIT-STONE CONTAINER CORPORATION
TICKER: SSCC CUSIP: 832727101
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES R. BORIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONNIE K. DUCKWORTH 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
ELECTION OF DIRECTOR: EUGENE C. SIT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR 2006.
------------------------------------------------------------------------------------
ISSUER: SOLECTRON CORPORATION
TICKER: SLR CUSIP: 834182107
MEETING DATE: 1/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM A. HASLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL R. CANNON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD A. D'AMORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. PAULETT EBERHART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEINZ FRIDRICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. GRABER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. PAUL R. LOW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. WESLEY M. SCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CYRIL YANSOUNI ISSUER YES FOR FOR
PROPOSAL #02: TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
AMEND AND RESTATE THE CERTIFICATE OF INCORPORATION OF
THE COMPANY TO EFFECT A REVERSE STOCK SPLIT AT ONE OF
THREE RATIOS.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM OF
THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2006.
------------------------------------------------------------------------------------
ISSUER: SPRINT CORPORATION
TICKER: FON CUSIP: 852061100
MEETING DATE: 7/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: AMENDMENT TO SPRINT'S ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF SPRINT SERIES 1 COMMON STOCK.
PROPOSAL #02: AMENDMENT TO SPRINT'S ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO CREATE THE CLASS OF NON-VOTING COMMON
STOCK AND CREATE THE NINTH SERIES PREFERRED STOCK AND
ADD A PROVISION STATING THAT STOCKHOLDER APPROVAL IS
NOT REQUIRED FOR THE ACQUISITION BY SPRINT NEXTEL OF
NON-VOTING COMMON STOCK OR THE NINTH SERIES PREFERRED
STOCK FROM A HOLDER OF THAT STOCK.
PROPOSAL #03: ADOPTION OF THE SPRINT NEXTEL AMENDED ISSUER YES FOR FOR
AND RESTATED ARTICLES OF INCORPORATION.
PROPOSAL #04: ISSUANCE OF SPRINT NEXTEL SERIES 1 ISSUER YES FOR FOR
COMMON STOCK, NON-VOTING COMMON STOCK AND THE NINTH
SERIES PREFERRED STOCK IN THE MERGER.
PROPOSAL #05: POSSIBLE ADJOURNMENT OF THE SPRINT ISSUER YES FOR FOR
ANNUAL MEETING.
ELECTION OF DIRECTOR: GORDON M. BETHUNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. E. LINN DRAPER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. HANCE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH A. HENRETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA KOCH LORIMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD L. STORCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. SWANSON ISSUER YES FOR FOR
PROPOSAL #07: TO RATIFY APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF SPRINT FOR 2005.
PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING SENIOR SHAREHOLDER YES AGAINST FOR
EXECUTIVE RETIREMENT BENEFITS.
------------------------------------------------------------------------------------
ISSUER: SPRINT NEXTEL CORPORATION
TICKER: S CUSIP: 852061100
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KEITH J. BANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON M. BETHUNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK M. DRENDEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY D. FORSEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. HANCE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V. JANET HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM E. KENNARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA KOCH LORIMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHANIE M. SHERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. SWANSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
SPRINT NEXTEL FOR 2006.
PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING MAJORITY SHAREHOLDER YES AGAINST FOR
VOTING.
PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
------------------------------------------------------------------------------------
ISSUER: SUNTRUST BANKS, INC.
TICKER: STI CUSIP: 867914103
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. HYATT BROWN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALSTON D. CORRELL* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID H. HUGHES* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. NEVILLE ISDELL* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: G. GILMER MINOR, III* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. GARROTT** ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2006.
PROPOSAL #03: SHAREHOLDER PROPOSAL THAT DIRECTORS BE SHAREHOLDER YES FOR AGAINST
ELECTED ANNUALLY.
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ISSUER: SUPERVALU INC.
TICKER: SVU CUSIP: 868536103
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ISSUE SUPERVALU COMMON STOCK IN ISSUER YES FOR FOR
CONNECTION WITH THE SUPERVALU MERGER
PROPOSAL #02: TO ADJOURN THE SUPERVALU SPECIAL MEETING ISSUER YES FOR FOR
INCLUDING, IF NECESSARY, TO PERMIT FURTHER
SOLICITATION OF PROXIES
------------------------------------------------------------------------------------
ISSUER: SUPERVALU INC.
TICKER: SVU CUSIP: 868536103
MEETING DATE: 6/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: IRWIN COHEN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: RONALD E. DALY ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: LAWRENCE A. DEL ISSUER YES FOR FOR
SANTO
PROPOSAL #1D: ELECTION OF DIRECTOR: SUSAN E. ENGEL ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: PHILIP L. FRANCIS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
------------------------------------------------------------------------------------
ISSUER: TARGET CORPORATION
TICKER: TGT CUSIP: 87612E106
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE W. TAMKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SOLOMON D. TRUJILLO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. ULRICH ISSUER YES FOR FOR
PROPOSAL #02: COMPANY PROPOSAL TO RATIFY THE ISSUER YES FOR FOR
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS.
------------------------------------------------------------------------------------
ISSUER: TELLABS, INC.
TICKER: TLAB CUSIP: 879664100
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BO HEDFORS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL E. LAVIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAN H. SUWINSKI ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
------------------------------------------------------------------------------------
ISSUER: TEMPLE-INLAND INC.
TICKER: TIN CUSIP: 879868107
MEETING DATE: 5/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CASSANDRA C. CARR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES T. HACKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARTHUR TEMPLE, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY E. TEMPLE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM OF TEMPLE-INLAND INC. FOR THE FISCAL
YEAR ENDING DECEMBER 30, 2006.
------------------------------------------------------------------------------------
ISSUER: TERADYNE, INC.
TICKER: TER CUSIP: 880770102
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALBERT CARNESALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE W. CHAMILLARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROY A. VALLEE ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE TERADYNE, INC. 2006 ISSUER YES FOR FOR
EQUITY AND CASH COMPENSATION INCENTIVE PLAN.
PROPOSAL #03: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2006.
PROPOSAL #04: STOCKHOLDER PROPOSAL ENTITLED DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD PROPOSAL.
------------------------------------------------------------------------------------
ISSUER: TEXTRON INC.
TICKER: TXT CUSIP: 883203101
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEWIS B. CAMPBELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE K. FISH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOE T. FORD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO A SHAREHOLDER YES ABSTAIN AGAINST
REPORT RELATED TO USE OF DEPLETED URANIUM.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION MAJORITY VOTE.
------------------------------------------------------------------------------------
ISSUER: THE ALLSTATE CORPORATION
TICKER: ALL CUSIP: 020002101
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F. DUANE ACKERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES G. ANDRESS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. JAMES FARRELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK M. GREENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD T. LEMAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD M. LIDDY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. CHRISTOPHER REYES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. JOHN RILEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSHUA I. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH A. SPRIESER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY ALICE TAYLOR ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2006.
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF THE 2006 EQUITY COMPENSATION ISSUER YES FOR FOR
PLAN FOR NON-EMPLOYEE DIRECTORS.
PROPOSAL #05: PROVIDE FOR DIRECTOR ELECTION MAJORITY SHAREHOLDER YES AGAINST FOR
VOTE STANDARD.
PROPOSAL #06: PROVIDE FOR SIMPLE MAJORITY VOTE. SHAREHOLDER YES FOR AGAINST
------------------------------------------------------------------------------------
ISSUER: THE BOEING COMPANY
TICKER: BA CUSIP: 097023105
MEETING DATE: 5/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN H. BIGGS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN E. BRYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA Z. COOK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. DALEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. MCDONNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. NANULA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROZANNE L. RIDGWAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI ISSUER YES FOR FOR
PROPOSAL #02: ADOPT MANAGEMENT PROPOSAL TO APPROVE THE ISSUER YES FOR FOR
BOEING COMPANY ELECTED OFFICER ANNUAL INCENTIVE PLAN.
PROPOSAL #03: ADOPT MANAGEMENT PROPOSAL TO APPROVE ISSUER YES FOR FOR
AMENDMENT OF THE BOEING COMPANY 2003 INCENTIVE STOCK
PLAN.
PROPOSAL #04: ADOPT MANAGEMENT PROPOSAL TO ELIMINATE ISSUER YES FOR FOR
CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.
PROPOSAL #05: ADVISE ON APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT AUDITORS.
PROPOSAL #06: ADOPT HUMAN RIGHTS POLICIES. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: PREPARE A REPORT ON MILITARY CONTRACTS. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: PREPARE A REPORT ON CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS.
PROPOSAL #09: ADOPT MAJORITY VOTING FOR DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTIONS.
PROPOSAL #10: REQUIRE AN INDEPENDENT BOARD CHAIRMAN. SHAREHOLDER YES AGAINST FOR
------------------------------------------------------------------------------------
ISSUER: THE COCA-COLA COMPANY
TICKER: KO CUSIP: 191216100
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HERBERT A. ALLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD W. ALLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CATHLEEN P. BLACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRY DILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. NEVILLE ISDELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD R. KEOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD F. MCHENRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAM NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES D. ROBINSON III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER V. UEBERROTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES B. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS INDEPENDENT AUDITORS
PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE 1989 ISSUER YES FOR FOR
RESTRICTED STOCK AWARD PLAN OF THE COCA-COLA COMPANY
PROPOSAL #04: SHAREOWNER PROPOSAL REGARDING CHARITABLE SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #05: SHAREOWNER PROPOSAL THAT COMPANY REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON IMPLEMENTATION OF BEVERAGE CONTAINER RECYCLING
STRATEGY
PROPOSAL #06: SHAREOWNER PROPOSAL REGARDING RESTRICTED SHAREHOLDER YES AGAINST FOR
STOCK
PROPOSAL #07: SHAREOWNER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST
ENVIRONMENTAL IMPACTS OF OPERATIONS IN INDIA
PROPOSAL #08: SHAREOWNER PROPOSAL REGARDING AN SHAREHOLDER YES ABSTAIN AGAINST
INDEPENDENT DELEGATION OF INQUIRY TO COLOMBIA
------------------------------------------------------------------------------------
ISSUER: THE GOLDMAN SACHS GROUP, INC.
TICKER: GS CUSIP: 38141G104
MEETING DATE: 3/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LORD BROWNE OFMADINGLEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN H. BRYAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CLAES DAHLBACK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEPHEN FRIEDMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM W. GEORGE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES A. JOHNSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LOIS D. JULIBER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD M. LIDDY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: HENRY M. PAULSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPROVAL OF AN AMENDMENT TO THE GOLDMAN ISSUER YES AGAINST AGAINST
SACHS RESTRICTED PARTNER COMPENSATION PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS
FOR OUR 2006 FISCAL YEAR.
------------------------------------------------------------------------------------
ISSUER: THE HARTFORD FINANCIAL SVCS GROUP, I
TICKER: HIG CUSIP: 416515104
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RAMANI AYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAMON DE OLIVEIRA 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: MICHAEL G. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. SELANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES B. STRAUSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. PATRICK SWYGERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID K. ZWIENER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006
------------------------------------------------------------------------------------
ISSUER: THE INTERPUBLIC GROUP OF COMPANIES,
TICKER: IPG CUSIP: 460690100
MEETING DATE: 11/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REGINALD K. BRACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JILL M. CONSIDINE 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: MICHAEL I. ROTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. PHILLIP SAMPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID THOMAS ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE INTERPUBLIC GROUP OF ISSUER YES FOR FOR
COMPANIES EMPLOYEE STOCK PURCHASE PLAN (2006).
PROPOSAL #03: CONFIRMATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS FOR
2005.
PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING THE SALE SHAREHOLDER YES AGAINST FOR
OF INTERPUBLIC.
------------------------------------------------------------------------------------
ISSUER: THE INTERPUBLIC GROUP OF COMPANIES,
TICKER: IPG CUSIP: 460690100
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REGINALD K. BRACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JILL M. CONSIDINE 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: MICHAEL I. ROTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. PHILLIP SAMPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID M. THOMAS ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE INTERPUBLIC GROUP OF ISSUER YES FOR FOR
COMPANIES PERFORMANCE INCENTIVE PLAN (2006)
PROPOSAL #03: CONFIRMATION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2006
PROPOSAL #04: APPROVAL OF PROPOSED STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL ON SEPARATION OF CHAIRMAN AND CEO
PROPOSAL #05: APPROVAL OF PROPOSED STOCKHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL ON RECOUPMENT OF UNEARNED MANAGEMENT BONUSES
------------------------------------------------------------------------------------
ISSUER: THE KROGER CO.
TICKER: KR CUSIP: 501044101
MEETING DATE: 6/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: REUBEN V. ANDERSON 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: CLYDE R. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN R. ROGEL ISSUER YES FOR FOR
PROPOSAL #02: ANNUAL ELECTION OF ALL DIRECTORS. ISSUER YES FOR FOR
(REQUIRES THE ADOPTION OF PROPOSAL 3).
PROPOSAL #03: ELIMINATION OF CUMULATIVE VOTING FOR ISSUER YES FOR FOR
DIRECTORS.
PROPOSAL #04: ELIMINATION OF SUPERMAJORITY REQUIREMENT ISSUER YES FOR FOR
FOR SOME TRANSACTIONS.
PROPOSAL #05: OPT OUT OF THE OHIO CONTROL SHARE ISSUER YES FOR FOR
ACQUISITION STATUTE.
PROPOSAL #06: RULES OF CONDUCT FOR SHAREHOLDER ISSUER YES AGAINST AGAINST
MEETINGS; MEETINGS OUTSIDE OF CINCINNATI.
PROPOSAL #07: APPROVAL OF PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR FOR
AS AUDITORS.
PROPOSAL #08: APPROVE SHAREHOLDER PROPOSAL, IF SHAREHOLDER YES ABSTAIN AGAINST
PROPERLY PRESENTED, TO RECOMMEND PROGRESS REPORTS ON
SUPPLIERS CONTROLLED-ATMOSPHERE KILLING OF CHICKENS.
PROPOSAL #09: APPROVE SHAREHOLDER PROPOSAL, IF SHAREHOLDER YES ABSTAIN AGAINST
PROPERLY PRESENTED, TO RECOMMEND THE PREPARATION OF
SUSTAINABILITY REPORT.
------------------------------------------------------------------------------------
ISSUER: THE PROCTER & GAMBLE COMPANY
TICKER: PG CUSIP: 742718109
MEETING DATE: 7/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: A PROPOSAL TO ADOPT THE AGREEMENT AND ISSUER YES FOR FOR
PLAN OF MERGER, DATED AS OF JANUARY 27, 2005, AMONG
THE PROCTER & GAMBLE COMPANY, AQUARIUM ACQUISITION
CORP., A WHOLLY-OWNED SUBSIDIARY OF PROCTER & GAMBLE,
AND THE GILLETTE COMPANY, AND APPROVE THE ISSUANCE OF
PROCTER & GAMBLE COMMON STOCK IN THE MERGER.
PROPOSAL #02: A PROPOSAL TO ADJOURN THE SPECIAL ISSUER YES FOR FOR
MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO ADOPT THE MERGER AGREEMENT AND APPROVE THE
ISSUANCE OF PROCTER & GAMBLE COMMON STOCK IN THE
MERGER.
------------------------------------------------------------------------------------
ISSUER: THE PROCTER & GAMBLE COMPANY
TICKER: PG CUSIP: 742718109
MEETING DATE: 10/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRUCE L. BYRNES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SCOTT D. COOK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES R. LEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNESTO ZEDILLO ISSUER YES FOR FOR
PROPOSAL #02: RATIFY APPOINTMENT OF THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVE AMENDMENT TO AMENDED ARTICLES OF ISSUER YES FOR FOR
INCORPORATION AND CODE OF REGULATIONS TO ELIMINATE
REFERENCES TO THE EXECUTIVE COMMITTEE
PROPOSAL #04: APPROVE AMENDMENT TO THE CODE OF ISSUER YES FOR FOR
REGULATIONS TO PROVIDE FOR THE ANNUAL ELECTION OF ALL
DIRECTORS
PROPOSAL #05: SHAREHOLDER PROPOSAL NO. 1 - COMPLIANCE SHAREHOLDER YES ABSTAIN AGAINST
WITH ANIMAL TESTING POLICY
PROPOSAL #06: SHAREHOLDER PROPOSAL NO. 2 - SELL THE SHAREHOLDER YES AGAINST FOR
COMPANY
PROPOSAL #07: SHAREHOLDER PROPOSAL NO. 3 - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
------------------------------------------------------------------------------------
ISSUER: THE ST. PAUL TRAVELERS COMPANIES, IN
TICKER: STA CUSIP: 792860108
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN H. DASBURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE B. DISHAROON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JANET M. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAY S. FISHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE G. GRAEV ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS R. HODGSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT I. LIPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLEN D. NELSON, MD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURIE J. THOMSEN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS ST. PAUL TRAVELERS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2006.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES AGAINST FOR
VOTE REQUIRED TO ELECT DIRECTORS.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS.
------------------------------------------------------------------------------------
ISSUER: TIME WARNER INC.
TICKER: TWX CUSIP: 887317105
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES L. BARKSDALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. CAUFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JESSICA P. EINHORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REUBEN MARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES 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: FRANCIS T. VINCENT, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH C. WRIGHT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF AUDITORS. ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF TIME WARNER INC. 2006 STOCK ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING SIMPLE SHAREHOLDER YES FOR AGAINST
MAJORITY VOTE.
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
SEPARATION OF ROLES OF CHAIRMAN AND CEO.
PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING CODE OF SHAREHOLDER YES ABSTAIN AGAINST
VENDOR CONDUCT.
------------------------------------------------------------------------------------
ISSUER: TOTAL S.A.
TICKER: TOT CUSIP: 89151E109
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF PARENT COMPANY FINANCIAL ISSUER NO N/A N/A
STATEMENTS
PROPOSAL #02: APPROVAL OF CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS
PROPOSAL #03: ALLOCATION OF EARNINGS, DECLARATION OF ISSUER NO N/A N/A
DIVIDEND
PROPOSAL #04: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS TO TRANSFER THE SPECIAL LONG-TERM CAPITAL
GAINS RESERVED TO THE ACCOUNT
PROPOSAL #05: AGREEMENTS COVERED BY ARTICLE L.225-38 ISSUER NO N/A N/A
OF THE FRENCH COMMERCIAL CODE
PROPOSAL #06: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER NO N/A N/A
TO TRADE SHARES OF THE COMPANY
ELECTION OF DIRECTOR: ANNE LAUVERGEON ISSUER NO N/A N/A
ELECTION OF DIRECTOR: DANIEL BOUTON ISSUER NO N/A N/A
ELECTION OF DIRECTOR: BERTRAND COLLOMB ISSUER NO N/A N/A
ELECTION OF DIRECTOR: A JEANCOURT-GALIGNANI ISSUER NO N/A N/A
ELECTION OF DIRECTOR: MICHEL PEBEREAU ISSUER NO N/A N/A
ELECTION OF DIRECTOR: PIERRE VAILLAUD ISSUER NO N/A N/A
ELECTION OF DIRECTOR: CHRISTOPHE DE MARGERIE ISSUER NO N/A N/A
PROPOSAL #14: APPROVAL OF THE ASSET CONTRIBUTION BY ISSUER NO N/A N/A
THE COMPANY TO ARKEMA, GOVERNED BY THE LEGAL REGIME
APPLICABLE TO DEMERGERS
PROPOSAL #15: FOUR-FOR-ONE STOCK SPLIT ISSUER NO N/A N/A
PROPOSAL #16: AMENDMENT OF ARTICLE 11 -3 OF THE ISSUER NO N/A N/A
COMPANY'S ARTICLES OF ASSOCIATION FIXING THE NUMBER
OF SHARES OF THE COMPANY
PROPOSAL #RA: RESOLUTION A (NOT APPROVED BY THE BOARD ISSUER NO N/A N/A
OF DIRECTORS)
PROPOSAL #RB: RESOLUTION B (NOT APPROVED BY THE BOARD ISSUER NO N/A N/A
OF DIRECTORS)
------------------------------------------------------------------------------------
ISSUER: TOYOTA MOTOR CORPORATION
TICKER: TM CUSIP: 892331307
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF PROPOSED APPROPRIATION OF ISSUER YES FOR N/A
RETAINED EARNINGS FOR THE FY2006 TERM
PROPOSAL #02: PARTIAL AMENDMENT OF THE ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #03: ELECTION OF 26 DIRECTORS ISSUER YES FOR N/A
PROPOSAL #04: ELECTION OF 3 CORPORATE AUDITORS ISSUER YES AGAINST N/A
PROPOSAL #05: ISSUE OF STOCK ACQUISITION RIGHTS ISSUER YES FOR N/A
WITHOUT CONSIDERATION TO DIRECTORS, MANAGING OFFICERS
AND EMPLOYEES, ETC., OF TOYOTA MOTOR CORPORATION AND
ITS AFFILIATES
PROPOSAL #06: ACQUISITION OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #07: AWARD OF BONUS PAYMENTS TO RETIRING ISSUER YES FOR N/A
CORPORATE AUDITORS, AND PAYMENT OF THE FINAL
RETIREMENT BONUS TO DIRECTORS DUE TO THE ABOLISHMENT
OF THE RETIREMENT BONUS SYSTEM FOR DIRECTORS
PROPOSAL #08: REVISION OF THE AMOUNT OF REMUNERATION ISSUER YES FOR N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: TYCO INTERNATIONAL LTD.
TICKER: TYC CUSIP: 902124106
MEETING DATE: 3/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS C. BLAIR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAJIV L. GUPTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MACKEY J. MCDONALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. CARL MCCALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDAN R. O'NEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SANDRA S. WIJNBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEROME B. YORK ISSUER YES FOR FOR
PROPOSAL #1C: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY
PROPOSED TO BE CREATED ON THE BOARD
PROPOSAL #02: RE-APPOINTMENT OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR
AS TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET
THE AUDITORS REMUNERATION
------------------------------------------------------------------------------------
ISSUER: UNILEVER N.V.
TICKER: UN CUSIP: 904784709
MEETING DATE: 5/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #02: ADOPTION OF THE ANNUAL ACCOUNTS AND ISSUER YES FOR FOR
APPROPRIATION OF THE PROFIT FOR THE 2005 FINANCIAL
YEAR.
PROPOSAL #03: DISCHARGE OF THE EXECUTIVE DIRECTORS. ISSUER YES FOR FOR
PROPOSAL #04: DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. ISSUER YES FOR FOR
PROPOSAL #5A: SHARE EQUALIZATION. ISSUER YES FOR FOR
PROPOSAL #5A1: APPROVAL: SHARE EQUALIZATION ISSUER YES FOR FOR
PROPOSAL #5B: ALTERATION III TO THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION. BOARD OF NOMINATION PROCEDURE.
PROPOSAL #5C: ALIGNMENT OF DIVIDEND GENERATING ISSUER YES FOR FOR
CAPACITY AND DIVIDEND ENTITLEMENTS.
ELECTION OF DIRECTOR: PJ CESCAU* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CJ VAN DER GRAAF* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RD KUGLER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RHP MARKHAM* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A BURGMANS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THE LORD BRITTAN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THE BARONESS CHALKER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PROFESSOR W DIK** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THE LORD SIMON** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J VAN DER VEER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CE GOLDEN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR BE GROTE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J-C SPINETTA** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KJ STORM** ISSUER YES FOR FOR
PROPOSAL #08: REMUNERATION OF NON-EXECUTIVE DIRECTORS. ISSUER YES FOR FOR
PROPOSAL #09: APPOINTMENT OF AUDITORS CHARGED WITH THE ISSUER YES FOR FOR
AUDITING OF THE ANNUAL ACCOUNTS FOR THE 2006
FINANCIAL YEAR.
PROPOSAL #10: DESIGNATION OF THE BOARD OF DIRECTORS AS ISSUER YES FOR FOR
THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE
OF SHARES IN THE COMPANY.
PROPOSAL #11: AUTHORIZATION OF THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO PURCHASE SHARES IN THE COMPANY AND DEPOSITARY
RECEIPTS THEREFOR.
------------------------------------------------------------------------------------
ISSUER: UNISYS CORPORATION
TICKER: UIS CUSIP: 909214108
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RANDALL J. HOGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWIN A. HUSTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE F. KENNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH W. MCGRATH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM
------------------------------------------------------------------------------------
ISSUER: VARIAN SEMICONDUCTOR EQUIP. ASSOC.,
TICKER: VSEA CUSIP: 922207105
MEETING DATE: 2/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY E. DICKERSON ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE OUR 2006 STOCK INCENTIVE PLAN. ISSUER YES AGAINST AGAINST
PROPOSAL #03: TO APPROVE OUR 2006 MANAGEMENT INCENTIVE ISSUER YES FOR FOR
PLAN.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO OUR EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY
500,000 SHARES.
PROPOSAL #05: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
SEPTEMBER 29, 2006.
------------------------------------------------------------------------------------
ISSUER: VERIZON COMMUNICATIONS INC.
TICKER: VZ CUSIP: 92343V104
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.R. BARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. LANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.O. MOOSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. NEUBAUER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.T. NICOLAISEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.H. O'BRIEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. OTIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.B. PRICE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. STAFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. STOREY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED ACCOUNTING FIRM
PROPOSAL #03: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: MAJORITY VOTE REQUIRED FOR ELECTION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
PROPOSAL #05: COMPOSITION OF BOARD OF DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DIRECTORS ON COMMON BOARDS SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SEPARATE CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: PERFORMANCE-BASED EQUITY COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: VISHAY INTERTECHNOLOGY, INC.
TICKER: VSH CUSIP: 928298108
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ZIV SHOSHANI ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: THOMAS C. WERTHEIMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARC ZANDMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RUTA ZANDMAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS VISHAY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.
PROPOSAL #03: TO AMEND THE COMPANY'S CHARTER DOCUMENTS ISSUER YES AGAINST AGAINST
TO PROVIDE THAT THE NUMBER OF DIRECTORS WILL BE
DETERMINED BY THE BOARD OF DIRECTORS.
PROPOSAL #04: TO AMEND ARTICLE FOURTH OF THE COMPOSITE ISSUER YES AGAINST AGAINST
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VISHAY INTERTECHNOLOGY, INC. AS SET FORTH IN APPENDIX
A.
PROPOSAL #05: STOCKHOLDER PROPOSAL: TO ASK THE BOARD SHAREHOLDER YES FOR AGAINST
OF DIRECTORS TO RETAIN AN INVESTMENT BANKER TO DEVELOP
A PLAN FOR A RECAPITALIZATION TO RESULT IN ONE VOTE
PER SHARE FOR ALL OUTSTANDING STOCK OF THE COMPANY.
------------------------------------------------------------------------------------
ISSUER: WACHOVIA CORPORATION
TICKER: WB CUSIP: 929903102
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM H. GOODWIN, JR* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. INGRAM* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MACKEY J. MCDONALD* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LANTY L. SMITH* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUTH G. SHAW* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNEST S. RADY** 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 2006.
PROPOSAL #03: A STOCKHOLDER PROPOSAL REGARDING FUTURE SHAREHOLDER YES FOR AGAINST
SEVERANCE ARRANGEMENTS.
PROPOSAL #04: A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST
REPORTING OF POLITICAL CONTRIBUTIONS.
PROPOSAL #05: A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
SEPARATING THE OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE
OFFICER.
PROPOSAL #06: A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
MAJORITY VOTING IN DIRECTOR ELECTIONS.
------------------------------------------------------------------------------------
ISSUER: WELLS FARGO & COMPANY
TICKER: WFC CUSIP: 949746101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LLOYD H. DEAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN E. ENGEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. JOSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. MCCORMICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS G. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. QUIGLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD B. RICE 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: SUSAN G. SWENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL W. WRIGHT ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITORS FOR 2006.
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING A SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION BY-LAW AMENDMENT.
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
SEPARATION OF BOARD CHAIR AND CEO POSITIONS.
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING DIRECTOR SHAREHOLDER YES AGAINST FOR
COMPENSATION.
PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON HOME MORTGAGE DISCLOSURE ACT (HMDA) DATA.
------------------------------------------------------------------------------------
ISSUER: WHIRLPOOL CORPORATION
TICKER: WHR CUSIP: 963320106
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY T. DICAMILLO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHLEEN J. HEMPEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARNOLD G. LANGBO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. SWIFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. TODMAN ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: WYETH
TICKER: WYE CUSIP: 983024100
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.D. FERGUSSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.F. GANZI 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: G.L. ROGERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR
PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC ISSUER YES FOR FOR
ACCOUNTING FIRM
PROPOSAL #03: ADOPT NON-EMPLOYEE DIRECTOR STOCK ISSUER YES FOR FOR
INCENTIVE PLAN
PROPOSAL #04: LIMITING SUPPLY OF PRESCRIPTION DRUGS IN SHAREHOLDER YES ABSTAIN AGAINST
CANADA
PROPOSAL #05: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: DISCLOSURE OF ANIMAL WELFARE POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: ELECTION OF DIRECTORS BY MAJORITY VOTE SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: SEPARATING ROLES OF CHAIRMAN & CEO SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: ADOPTION OF SIMPLE MAJORITY VOTE SHAREHOLDER YES FOR AGAINST
------------------------------------------------------------------------------------
ISSUER: XL CAPITAL LTD
TICKER: XL CUSIP: G98255105
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DALE R. COMEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN M. O'HARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. THORNTON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2006.
PROPOSAL #03: IN THEIR DISCRETION, UPON OTHER MATTERS ISSUER YES AGAINST AGAINST
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.
------------------------------------------------------------------------------------
ISSUER: YRC WORLDWIDE INC.
TICKER: YRCW CUSIP: 984249102
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CASSANDRA C. CARR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD M. DEAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. FIEDLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS E. FOSTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. MCKELVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILLIP J. MEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM L. TRUBECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARL W. VOGT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS ISSUER YES FOR FOR
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
Date: August 31, 2006
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.
Vanguard Windsor Fund (VWNDX)
Filed: 31 Aug 06, 12:00am