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: 811-5075
Thrivent Mutual Funds
(Exact name of registrant as specified in charter)
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Address of principal executive offices) (Zip code)
John C. Bjork, Assistant Secretary
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and address of agent for service)
Registrant's telephone number, including area code: (612) 340-7005
Date of fiscal year end: October 31
Date of reporting period: July 1, 2003 - June 30, 2004
Item 1. Proxy Voting Record
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT TECHNOLOGY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 4,700 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against 3 Amend Stock Option Plan For Against 09/23/03 - A Asyst Technologies, Inc. *ASYT* 04648X107 07/25/03 9,800 1 Elect Directors For For 1.1 Elect Director Stephen S. Schwartz, Ph.D. --- For 1.2 Elect Director P. Jackson Bell --- For 1.3 Elect Director Stanley Grubel --- For 1.4 Elect Director Robert A. McNamara --- For 1.5 Elect Director Anthony E. Santelli --- For 1.6 Elect Director Walter W. Wilson --- For 1.7 Elect Director Tsuyoshi Kawanishi --- For 2 Approve Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 28,300 1 Elect Directors For For 1.1 Elect Director William T. Coleman III --- For We recommend a vote FOR the directors. 1.2 Elect Director Dale Crandall --- For 1.3 Elect Director William H. Janeway --- For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 5,500 1 Elect Directors For For 2 Ratify Auditors For For 07/31/03 - A Check Point Software M22465104 06/23/03 5,500 Technologies Inc 1 Elect Gil Shwed, Marius Nacht, For For David Rubner, Alex Serge Vieux, and Dr. Tal Shavit as Directors 2 Elect Irwin Federman and Ray For For Rothrock as External Directors 3 Authorization for Chairman of the For For Board to Serve as Chairman of the Board and Cheif Executive Officer 4 Accept Financial Statements for the For For Year Ended December 31, 2002 5 Approve Kost Forer & Gabbay as For For Auditors and Authorize Board to Fix Their Remuneration 6 Approve Options to Purchase Two For Against Million Shares to Gil Shwed, Director and Officer, and One Million Shares to Marius Nacht, Director and Officer 08/27/03 - A Computer Associates 204912109 07/02/03 19,900 International, Inc. *CA* 1 Elect Directors For For 2 Approve Non-Employee Director For For Omnibus Stock Plan 3 Ratify Auditors For For 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 4,400 *CSC* 1 Elect Directors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 53,000 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 3,100 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/12/03 - A Integrated Device Technology, 458118106 07/21/03 8,200 Inc. *IDTI* 1 Elect Director Gregory S. Lang For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 2,800 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 4,900 *MCHP* 1 Elect Directors For For 1.1 Elect Director Steve Sanghi --- For We recommend a vote FOR the directors. 1.2 Elect Director Albert J. Hugo-Martinez --- For 1.3 Elect Director L.B. Day --- For 1.4 Elect Director Matthew W. Chapman --- For 1.5 Elect Director Wade F. Meyercord --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 9,100 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 6,700 1 Elect Directors For Split 1.1 Elect Director Steve Jobs --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Edwin E. Catmull --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.3 Elect Director Skip M. Brittenham --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.4 Elect Director Joseph A. Graziano --- For 1.5 Elect Director Lawrence B. Levy --- Withhold WITHHOLD votes for standing as an affiliated outsider on the Audit Committee, and for failure to establish an independent nominating committee. 1.6 Elect Director Joe Roth --- Withhold WITHHOLD votes for poor attendance. 1.7 Elect Director Larry W. Sonsini --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.8 Elect Director John S. Wadsworth, Jr. --- For 2 Ratify Auditors For For 08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 4,300 1 Elect Directors For For 1.1 Elect Director H.K. Desai --- For 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director James R. Fiebiger --- For 1.4 Elect Director Balakrishnan S. Iyer --- For 1.5 Elect Director Carol L. Miltner --- For 1.6 Elect Director George D. Wells --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 7,400 1 Elect Directors For For 2 Ratify Auditors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT TECHNOLOGY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 3,700 1 Increase Authorized Common Stock For For 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 4,500 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 157,900 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 12/16/03 - A Comverse Technology, Inc. 205862402 10/28/03 6,800 *CMVT* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 6,100 1 Approve Merger Agreement For For 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 16,100 1 Approve Merger Agreement For For 11/18/03 - S Interwoven, Inc. *IWOV* 46114T102 09/30/03 44,700 1 Approve Merger Agreement For For 2 Approve Reverse Stock Split For For 11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 40,200 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 10,100 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 7,700 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 7,900 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 15,300 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 133,300 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 122,600 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 36,600 1 Amend Omnibus Stock Plan For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT TECHNOLOGY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 100 1 Elect Directors For For 2 Ratify Auditors For For 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 16,300 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 43,700 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 5,500 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 20,400 1 Elect Directors For For 1.1 Elect Director Karl J. Krapek --- For 1.2 Elect Director Patricia F. Russo --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Declassify the Board of Directors For Against and Amend Director Removal Provision 3 Approve Non-Employee Director For For Omnibus Stock Plan The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 10.90 percent. Additionally, this plan expressly forbids repricing. 4 Approve Reverse Stock Split For For Since there will not be an effective increase in the common stock authorized due to the proportionate reduction, we recommend that shareholders consent to this item. Shareholder Proposals 5 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote We generally support the submission of golden parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. We believe that a company's parachute provisions should be reasonable and not excessive. The ceiling set by the proponent at 2.99 times the sum of an executive's base salary and bonus is widely considered as the standard threshold level of severance remuneration for corporate executives. Moreover, as stated by the company, its current severance agreements are below the standard threshold level. As such, the adoption of the proposed policy would have minimum impact on the company currently but ensures good corporate governance for future employment contracts. Therefore, we support this proposal. 6 Prohibit Awards to Executives Against Against We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Discontinuing all rights, options or SARs under an expired stock plan does not resolve the disconnect between pay and performance. In fact, companies can continue to grant rights, options or SARs under an existing plan. Therefore, we do not support this proposal. 03/25/04 - A Nokia Corp. 654902204 01/30/04 24,100 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS For For AND THE BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 Elect Directors For For 5 Ratify Auditors For For 6 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 42,300 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 300 1 Elect Directors For Split 1.1 Elect Director Adelia A. Coffman --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Adelia A. Coffman. We recommend that shareholders WITHHOLD votes from Adelia A. Coffman for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Raymond V. Dittamore --- For 1.3 Elect Director Irwin Mark Jacobs --- For 1.4 Elect Director Richard Sulpizio --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Declassify the Board of Directors Against For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT TECHNOLOGY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/29/04 - A Active Power, Inc. *ACPW* 00504W100 02/13/04 43,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard E. Anderson --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Richard E. Anderson. We recommend that shareholders WITHHOLD votes from Richard E. Anderson for standing as an affiliated outsider on the Audit Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Rodney S. Bond --- For 1.3 Elect Director Benjamin L. Scott --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 3,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Adopt a Plocy that will Committ Against For ShrHoldr Executives to Hold a Significant Percentage of their Shares In this case, although the company has the holding period requirement of 25 percent of the net shares for two years, it does not appear that the executives have significant holding of outright shares. Per the company's 2004 proxy, most of executives' beneficial stock ownership is in the form of options. 5 Ratify Auditors For For Mgmt 05/25/04 - A Amazon.com, Inc. *AMZN* 023135106 03/29/04 3,000 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey P. Bezos --- For 1.2 Elect Director Tom A. Alberg --- For 1.3 Elect Director L. John Doerr --- For 1.4 Elect Director William B. Gordon --- For 1.5 Elect Director Myrtle S. Potter --- For 1.6 Elect Director Thomas O. Ryder --- For 1.7 Elect Director Patricia Q. Stonesifer --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr In this case, we note that in 2002 the company switched to a restricted stock unit program, with awards issued under the 1997 Stock Incentive Plan. Such awards are to serve as the primary vehicle for employee stock-based compensation. Management states that, under the program, the committee has discretion in determining the criteria for the granting, vesting, or forfeiture of restricted stock units, which may include performance goals or may be based on other factors, such as continued employment. While we support certain features of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and benchmarks, we believe the proposal is restrictive given the fact that the proponent asks for a complete substitution of options with restricted stock. 06/10/04 - A American Power Conversion 029066107 04/14/04 5,500 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 25,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/19/04 - A Ask Jeeves, Inc. *ASKJ* 045174109 03/26/04 4,100 1 Elect Directors For Split Mgmt 1.1 Elect Director A. George (skip) Battle --- For We recommend a vote FOR the directors with the exception of affiliated outsider Garrett Gruener. We recommend that shareholders WITHHOLD votes from Garrett Gruener for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Steven Berkowitz --- For 1.3 Elect Director Garrett Gruener --- Withhold 2 Ratify Auditors For For Mgmt 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 14,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 2,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Baxter International Inc. 071813109 03/05/04 4,900 *BAX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 37,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Dean O. Morton --- Withhold We recommend a vote FOR George Reyes but WITHHOLD votes from independent outsider Dean O. Morton. We recommend that shareholders WITHHOLD votes from Audit Committee member Dean O. Morton for paying excessive non-audit fees. 1.2 Elect Director George Reyes --- For 2 Ratify Auditors For Against Mgmt In this case, 75.67 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 5,700 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 5,500 1 Elect Directors For For Mgmt 1.1 Elect Director Michelle L. Collins --- For 1.2 Elect Director Casey G. Cowell --- For 1.3 Elect Director John A. Edwardson --- For 1.4 Elect Director Daniel S. Goldin --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Michael P. Krasny --- For 1.7 Elect Director Terry L. Lengfelder --- For 1.8 Elect Director Susan D. Wellington --- For 1.9 Elect Director Brian E. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent. 06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 7,100 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Amend 2003 - 2008 Stock Option Plan For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 21,100 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 3,800 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Edward Allinson --- Withhold We recommend a vote FOR Michael G. Fitt with the exception of affiliated outsider A. Edward Allinson. We recommend that shareholders WITHHOLD votes from A. Edward Allinson for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Michael G. Fitt --- For 2 Increase Authorized Common Stock For For Mgmt 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 15,000 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, we recommend voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 5,900 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 65,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 18,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Informatica Corporation *INFA* 45666Q102 04/05/04 13,400 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 83,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 44,100 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 6,300 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 4,700 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 30,100 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For Against Mgmt We generally approve of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. However, in this case the plan also includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants. Because there is no expiration date specified for this plan, we are unable to determine the total number of shares which will become available for future issuance and, as such, we are unable to determine if the number of shares being reserved is reasonable. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 5,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 65,200 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 4,900 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 05/19/04 - A ON Semiconductor Corporation 682189105 03/22/04 11,400 *ONNN* 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Daniel McCranie --- For We recommend a vote FOR the directors with the exceptions of insiders Kevin Burns and Justin T. Chang. We recommend that shareholders WITHHOLD votes from Kevin Burns and Justin T. Chang for failure to establish a majority independent board. 1.2 Elect Director Kevin Burns --- Withhold 1.3 Elect Director Justin T. Chang --- Withhold 1.4 Elect Director Emmanuel T. Hernandez --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 22.12 percent is above the allowable cap for this company of 19.85 percent. In addition the plan is amended to allow the board to execute an option exchange program at its discretion. We would like to see the stock option transfer program put to shareholder vote so that shareholders can evaluate the proposed exchange on its own merits and ensure that it is a value-for-value exchange. We do not support these plan amendments. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Certificate of Designation of For For Mgmt Preferred Stock 5 Ratify Auditors For For Mgmt 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 10,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 1,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Bailey --- For We recommend a vote FOR the directors with the exception of affiliated outsider James Diller. We recommend that shareholders WITHHOLD votes from James Diller for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alexandre Balkanski --- For 1.3 Elect Director Richard Belluzzo --- For 1.4 Elect Director James Diller --- Withhold 1.5 Elect Director Jonathan Judge --- For 1.6 Elect Director William Kurtz --- For 1.7 Elect Director Frank Marshall --- For 1.8 Elect Director Lewis Wilks --- For 2 Ratify Auditors For For Mgmt 06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 8,500 *PDLI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Although the plan expressly prohibits repricing, the total cost of the company's plan is 14.04 percent, which is above the allowable cap for this company of 12.51 percent. 3 Ratify Auditors For For Mgmt 05/06/04 - A Sap Ag 803054204 03/30/04 9,500 Meeting for Holders of ADRs 1 RESOLUTION ON THE APPROPRIATION OF For For Mgmt THE RETAINED EARNINGS OF THE FISCAL YEAR 2003 2 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003 3 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003 4 Ratify Auditors For For Mgmt 5 RESOLUTION ON ADJUSTMENTS TO For For Mgmt SECTION 4 OF THE ARTICLES OF ASSOCIATION 6 RESOLUTION ON THE AUTHORIZATION TO For For Mgmt ACQUIRE AND USE TREASURY SHARES 7 RESOLUTION ON THE AUTHORIZATION TO For Against Mgmt USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES We recommend a vote against this resolution on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 14,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/23/04 - A STMicroelectronics N.V. *STM* 861012102 03/11/04 6,108 Meeting for Holders of ADRs 1 ADOPTION OF THE ANNUAL ACCOUNTS FOR For For Mgmt THE 2003 FINANCIAL YEAR 2 DISCHARGE OF THE SOLE MEMBER OF THE For For Mgmt MANAGING BOARD 3 DISCHARGE OF THE MEMBERS OF THE For For Mgmt SUPERVISORY BOARD 4 ADOPTION OF A DIVIDEND OF $0.12 PER For For Mgmt COMMON SHARE 5 PROPOSAL OF APPOINTMENT OF GERALD For For Mgmt ARBOLA AS A NEW MEMBER OF THE SUPERVISORY BOARD AND TO COMPLETE THE THREE-YEAR TERM 6 PROPOSAL OF APPOINTMENT OF DIDIER For For Mgmt LOMBARD AS A NEW MEMBER OF THE SUPERVISORY BOARD AND TO COMPLETE THE THREE-YEAR TERM 7 APPROVAL OF THE COMPENSATION OF THE For For Mgmt MEMBERS OF THE SUPERVISORY BOARD 8 APPROVAL OF THE NEW EMPLOYEE STOCK For For Mgmt PURCHASE PLAN 9 DELEGATION TO THE SUPERVISORY BOARD For Against Mgmt FOR FIVE YEARS OF THE AUTHORITY TO ISSUE NEW SHARES 10 APPROVAL OF THE CHANGE IN THE For Against Mgmt QUORUM FOR THE GENERAL MEETING OF SHAREHOLDERS FROM ONE-THIRD OF THE ISSUED SHARE CAPITAL TO 15% OF THE ISSUED SHARE CAPITAL 11 AUTHORIZATION OF THE AMENDMENT OF For Against Mgmt THE ARTICLES OF ASSOCIATION RELATING TO THE ITEMS MENTIONED UNDER RESOLUTION 10 12 APPROVAL OF OUR CORPORATE For For Mgmt GOVERNANCE POLICY 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 9,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 1,300 Manufacturing Co. Meeting for Holders of ADRs 1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR For For Mgmt DISTRIBUTION OF 2003 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF For For Mgmt 2003 DIVIDENDS AND EMPLOYEE PROFIT SHARING. 05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 5,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 5,900 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 1,900 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 31,300 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/20/04 - A Transwitch Corp. *TXCC* 894065101 03/22/04 1,700 1 Elect Directors For For Mgmt 1.1 Elect Director Santanu Das --- For 1.2 Elect Director Alfred F. Boschulte --- For 1.3 Elect Director Hagen Hultzsch --- For 1.4 Elect Director Gerald F. Montry --- For 1.5 Elect Director James M. Pagos --- For 1.6 Elect Director Albert E. Paladino --- For 1.7 Elect Director Erik H. van der Kaay --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 27,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 10,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 6,000 *VSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Felix Zandman --- Withhold We recommend a vote FOR Zvi Grinfas but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Philippe Gazeau for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from insiders Dr. Felix Zandman and Dr. Gerald Paul for failure to establish a majority independent board. 1.2 Elect Director Philippe Gazeau --- Withhold 1.3 Elect Director Zvi Grinfas --- For 1.4 Elect Director Dr. Gerald Paul --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Restricted Stock Plan For For Mgmt 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 47,655 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 12,600 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry S. Semel --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Terry S. Semel and Jerry Yang, affiliated outsider Eric Hippeau, and independent outsiders Gary L. Wilson, Edward R. Kozel, Robert A. Kotick, Arthur H. Kern, Ronald W. Burkle and Roy J. Bostock for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Jerry Yang --- Withhold 1.3 Elect Director Roy J. Bostock --- Withhold 1.4 Elect Director Ronald W. Burkle --- Withhold 1.5 Elect Director Eric Hippeau --- Withhold 1.6 Elect Director Arthur H. Kern --- Withhold 1.7 Elect Director Robert A. Kotick --- Withhold 1.8 Elect Director Edward R. Kozel --- Withhold 1.9 Elect Director Gary L. Wilson --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT PARTNER SMALL CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 15,200 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against 3 Amend Stock Option Plan For Against 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 3,600 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 07/17/03 - A Apria Healthcare Group, Inc. 037933108 05/30/03 11,700 *AHG* 1 Elect Directors For For 1.1 Elect Director Vicente Anido, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director I.T. Corley --- For 1.3 Elect Director David L. Goldsmith --- For 1.4 Elect Director Lawrence M. Higby --- For 1.5 Elect Director Richard H. Koppes --- For 1.6 Elect Director Philip R. Lochner, Jr. --- For 1.7 Elect Director Jeri L. Lose --- For 1.8 Elect Director Beverly Benedict Thomas --- For 1.9 Elect Director Ralph V. Whitworth --- For 2 Approve Omnibus Stock Plan For For 09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 30,600 *CASY* 1 Elect Directors For Split 1.1 Elect Director Donald F. Lamberti --- For 1.2 Elect Director John G. Harmon --- For 1.3 Elect Director Kenneth H. Haynie --- Withhold WITHHOLD votes from Kenneth H. Haynie for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.4 Elect Director John P. Taylor --- For 1.5 Elect Director Ronald M. Lamb --- For 1.6 Elect Director John R. Fitzgibbon --- For 1.7 Elect Director Patricia Clare Sullivan --- For 07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 16,800 *CGX* 1 Elect Directors For For 09/29/03 - A Fidelity National Financial, 316326107 08/18/03 7,800 Inc. *FNF* 1 Increase Authorized Common Stock For For 2 Elect Directors For For 09/12/03 - A Integrated Device Technology, 458118106 07/21/03 12,500 Inc. *IDTI* 1 Elect Director Gregory S. Lang For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 18,000 *METHA* 1 Approve Tender Offer to Purchase For For All Outstanding Shares of Class B common Stock 09/17/03 - A PLATINUM UNDERWRITERS HOLDINGS G7127P100 08/01/03 10,300 LTD *PTP* 1 Elect H. Baldwin, J. Bank, D. For For Carmichael, N. Currie, J. Fishman, G. Morrison, S. Newman, and P. Pruitt as Directors 2a Elect G. Morrison as Director of For For Platinum Underwriters Bermuda, Ltd. 2b Elect M. Price as Director of For For Platinum Underwriters Bermuda, Ltd. 2c Elect W. Robble as Director of For For Platinum Underwriters Bermuda, Ltd. 3a Elect G. Morrison as Director of For For Platinum Re (UK) Ltd. 3b Elect C. Pettengell as Director of For For Platinum Re (UK) Ltd. 3c Elect R. Porter as Director of For For Platinum Re (UK) Ltd. 4 Approve Section 162(m) Performance For For Incentive Plan 5 Ratify KPMG as Auditors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT PARTNER SMALL CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 15,700 *AW* 1 Approve Conversion of Securities For For 12/09/03 - S Bank Of The Ozarks Inc. *OZRK* 063904106 10/02/03 7,200 1 Increase Authorized Common Stock For For 10/15/03 - A Briggs & Stratton Corp. *BGG* 109043109 08/21/03 3,700 1 Elect Directors For For 11/21/03 - A Donaldson Co., Inc. *DCI* 257651109 09/26/03 4,100 1 Elect Directors For For 2 Ratify Auditors For For 3 Increase Authorized Common Stock For For 11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 7,500 *ETH* 1 Elect Director Frank G. Wisner For For 2 Ratify Auditors For For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 6,500 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 15,200 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 4,200 *MRX* 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For Against 11/18/03 - A Moldflow Corp. *MFLO* 608507109 09/24/03 20,900 1 Elect Directors For Withhold 1.1 Elect Director Robert P. Schechter --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Robert P. Schechter for paying excessive non-audit fees and A. Roland Thomas for failure to establish an independent nominating committee. 1.2 Elect Director A. Roland Thomas --- Withhold 2 Amend Omnibus Stock Plan For Against 10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 6,300 1 Elect Directors For For 12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 20,000 1 Elect Directors For For 2 Ratify Auditors For For 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 9,900 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 7,100 1 Elect Directors For Split 1.1 Elect Director Neil D. Chrisman --- For 1.2 Elect Director Alan Siegel --- Withhold WITHHOLD votes from Alan Siegel for standing as an affiliated outsider on the Compensation and Nominating & Corporate Governance committees. 1.3 Elect Director Geoffrey A. Thomson --- For 2 Increase Authorized Common Stock For Against 3 Approve Executive Incentive Bonus For For Plan 11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 16,200 *WW* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Omnibus For For Stock Plan 4 Other Business For Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT PARTNER SMALL CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 8,400 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/11/04 - A Atmos Energy Corp. *ATO* 049560105 12/15/03 2,900 1 Elect Directors For For 01/22/04 - A Digi International Inc. *DGII* 253798102 12/05/03 21,500 1 Elect Directors For Split 1.1 Elect Director Guy C. Jackson --- For 1.2 Elect Director Mykola Moroz --- Withhold WITHHOLD votes from Mykola Moroz for standing as an affiliated outsider on the Audit Committee. 2 Ratify Auditors For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 4,800 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 4,200 *FRK* 1 Elect Directors For For 02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 9,800 1 Elect Directors For For 03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 15,700 1 Elect Directors For Split 1.1 Elect Director Paul E. Raether --- Withhold We recommend a vote FOR Neil A. Springer and Dennis K. Williams. We recommend that shareholders WITHHOLD votes from Paul E. Raether for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Neil A. Springer --- For 1.3 Elect Director Dennis K. Williams --- For 2 Ratify Auditors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 4,800 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 6,900 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 02/05/04 - A MarineMax, Inc. *HZO* 567908108 12/19/03 8,600 1 Elect Directors For For 2 Ratify Auditors For For 03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 14,800 1 Elect Directors For For 2 Approve Omnibus Stock Plan For Against 3 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 4 Ratify Auditors For For 01/08/04 - S Methode Electronics, Inc. 591520200 11/18/03 16,400 *METH* 1 Approve Merger Agreement For For 02/17/04 - A Methode Electronics, Inc. 591520200 01/09/04 16,700 *METH* 1 Elect Directors For For 01/06/04 - A MSC Industrial Direct Co., Inc. 553530106 12/01/03 15,600 *MSM* 1 Elect Directors For For 2 Amend Restricted Stock Plan For For 3 Amend Stock Option Plan For For 4 Amend Stock Option Plan For For 5 Amend Stock Option Plan For For 6 Amend Employee Stock Purchase Plan For For 7 Ratify Auditors For For 02/03/04 - A Oshkosh Truck Corp. *OSK* 688239201 12/10/03 3,500 1 Elect Directors For Split 1.1 Elect Director J. William Andersen as Class A Director --- For We recommend a vote FOR the directors with the exception of J. Peter Mosling, Jr., from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert G. Bohn as Class A Director --- For 1.3 Elect Director Frederick M. Franks, Jr. as Class A Director --- For 1.4 Elect Director Michael W. Grebe as Class A Director --- For 1.5 Elect Director Kathleen J. Hempel as Class A Director --- For 1.6 Elect Director J. Peter Mosling, Jr. as Class A Director --- Withhold 1.7 Elect Director Stephen P. Mosling as Class A Director --- For 1.8 Approve Omnibus Stock Plan For For 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 61,100 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 6,600 *PNY* A.1 Elect Director Jerry W. Amos For For A.2 Elect Director D. Hayes Clement For For A.3 Elect Director Thomas E. Skains For For A.4 Elect Director Frank B. Holding, Jr. For For A.5 Elect Director David E. Shi For For B Ratify Auditors For For C Approve/Amend Executive Incentive For For Bonus Plan 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 17,900 1 Elect Directors For For 2 Ratify Auditors For For 03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 22,600 1 Elect Directors For Split 1.1 Elect Director William M. Barnum, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Franck Riboud, affiliated outsiders Robert G. Kirby, Charles E. Crowe, and insiders Robert B. McKnight, Jr., Bernard Mariette. We recommend that shareholders WITHHOLD votes from Franck Riboud for poor attendance, Robert G. Kirby for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Charles E. Crowe, Robert B. McKnight, Jr. and Bernard Mariette for failure to establish a majority independent board. 1.2 Elect Director Charles E. Crowe --- Withhold 1.3 Elect Director Michael H. Gray --- For 1.4 Elect Director Robert G. Kirby --- Withhold 1.5 Elect Director Bernard Mariette --- Withhold 1.6 Elect Director Robert B. McKnight, Jr. --- Withhold 1.7 Elect Director Franck Riboud --- Withhold 1.8 Elect Director Tom Roach --- For 2 Amend Omnibus Stock Plan For For 3 Approval of the Terms of the For For Executive Incentive Plan 02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 12,300 *SYD* 1 Elect Directors For For 03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 9,500 *COO* 1 Elect Directors For For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 03/18/04 - A Toll Brothers, Inc. *TOL* 889478103 01/23/04 100 1 Elect Directors For For 2 Ratify Auditors For For 03/29/04 - S UniSource Energy Corp. *UNS* 909205106 02/23/04 8,394 1 Approve Merger Agreement For For 01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 7,700 *WGO* 1 Elect Directors For For 1.1 Elect Director Joseph W. England --- For 1.2 Elect Director Irvin E. Aal --- For 2 Approve Omnibus Stock Plan For For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT PARTNER SMALL CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 5,600 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 8,310 *AVO* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 9,000 1 Classify the Board of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Alexandria Real Estate 015271109 03/29/04 5,600 Equities, Inc. *ARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry M. Sudarsky --- Withhold We recommend a vote FOR the directors with the exception of Jerry M. Sudarsky. We recommend that shareholders WITHHOLD votes from Jerry M. Sudarsky for standing as an affiliated outsider on the Audit Committee and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Joel S. Marcus --- For 1.3 Elect Director James H. Richardson --- For 1.4 Elect Director Richard B. Jennings --- For 1.5 Elect Director Richard H. Klein --- For 1.6 Elect Director Anthony M. Solomon --- For 1.7 Elect Director Alan G. Walton --- For 1.8 Elect Director Richmond A. Wolf --- For 2 Ratify Auditors For For Mgmt 05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 27,300 *AW* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas H. Van Weelden --- For 1.2 Elect Director Robert M. Agate --- For 1.3 Elect Director Leon D. Black --- For 1.4 Elect Director James W. Crownover --- For 1.5 Elect Director Michael S. Gross --- For 1.6 Elect Director Dennis R. Hendrix --- For 1.7 Elect Director J. Tomilson Hill --- For 1.8 Elect Director Lawrence V. Jackson --- For 1.9 Elect Director Nolan Lehmann --- For 1.10 Elect Director Howard A. Lipson --- For 1.11 Elect Director Antony P. Ressler --- For 1.12 Elect Director Warren B. Rudman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Report on Privatization Against Against ShrHoldr We believe that the requested report would impose an unnecessary cost to the company without providing a corresponding benefit to shareholders. 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 3,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A American Power Conversion 029066107 04/14/04 12,800 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 9,200 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 04/21/04 - A Apria Healthcare Group, Inc. 037933108 03/17/04 10,202 *AHG* 1 Elect Directors For For Mgmt 05/11/04 - A Argonaut Group, Inc. *AGII* 040157109 04/05/04 19,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Hector De Leon --- For We recommend a vote FOR the directors with the exception of affiliated outsider Fayez S. Sarofim. We recommend that shareholders WITHHOLD votes from Fayez S. Sarofim for poor attendance. 1.2 Elect Director Frank W. Maresh --- For 1.3 Elect Director Allan W. Fulkerson --- For 1.4 Elect Director David Hartoch --- For 1.5 Elect Director John R. Power, Jr. --- For 1.6 Elect Director George A. Roberts --- For 1.7 Elect Director Fayez S. Sarofim --- Withhold 1.8 Elect Director Mark E. Watson III --- For 1.9 Elect Director Gary V. Woods --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Amend Non-Employee Director Stock For For Mgmt Option Plan 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 1,200 *ATSN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward S. Croft, III --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald D. Schmidt. We recommend that shareholders WITHHOLD votes from Ronald D. Schmidt for standing as an affiliated outsider on the Governance and Nominating Committee. 1.2 Elect Director Lawrence J. Matthews --- For 1.3 Elect Director Joseph M. O'Donnell --- For 1.4 Elect Director Stephen A. Ollendorff --- For 1.5 Elect Director Phillip A. O'Reilly --- For 1.6 Elect Director Bert Sager --- For 1.7 Elect Director A. Eugene Sapp, Jr. --- For 1.8 Elect Director Ronald D. Schmidt --- Withhold 1.9 Elect Director Lewis Solomon --- For 1.10 Elect Director John M. Steel --- For 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 11,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 15,400 *ACLS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Tooker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Alexander M. Cutler. We recommend that shareholders WITHHOLD votes from Alexander M. Cutler for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Patrick H. Nettles --- For 1.3 Elect Director Alexander M. Cutler --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A BOK Financial Corp. *BOKF* 05561Q201 03/01/04 9,405 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Fred Ball, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider James A. Robinson, independent outsiders Steven E. Moore and David L. Kyle, and insiders Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. We recommend that shareholders WITHHOLD votes from Steven E. Moore and David L. Kyle for poor attendance, from Stanley A. Lybarger and George B. Kaiser for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee, and from James A. Robinson for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Sharon J. Bell --- For 1.3 Elect Director Joseph E. Cappy --- For 1.4 Elect Director Luke R. Corbett --- For 1.5 Elect Director William E. Durrett --- For 1.6 Elect Director Robert G. Greer --- Withhold 1.7 Elect Director David F. Griffin --- For 1.8 Elect Director V. Burns Hargis --- Withhold 1.9 Elect Director E. Carey Joullian, IV --- For 1.10 Elect Director George B. Kaiser --- Withhold 1.11 Elect Director Judith Z. Kishner --- For 1.12 Elect Director David L. Kyle --- Withhold 1.13 Elect Director Robert J. LaFortune --- For 1.14 Elect Director Stanley A. Lybarger --- Withhold 1.15 Elect Director Steven J. Malcolm --- For 1.16 Elect Director Paula Marshall-Chapman --- For 1.17 Elect Director Steven E. Moore --- Withhold 1.18 Elect Director James A. Robinson --- Withhold 1.19 Elect Director L. Francis Rooney, III --- For 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 12,200 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 2,181 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/21/04 - A Cardinal Financial Corp. 14149F109 03/08/04 673 *CFNL* 1 Elect Directors For Split Mgmt 1.1 Elect Director B. G. Beck --- For We recommend a vote FOR the directors with the exception of independent outsider Michael A. Garcia. We recommend that shareholders WITHHOLD votes from Michael A. Garcia for poor attendance. 1.2 Elect Director Michael A. Garcia --- Withhold 1.3 Elect Director J. Hamilton Lambert --- For 1.4 Elect Director Alice M. Starr --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 7.40 percent is above the allowable cap for this company of 5.44 percent. Additionally, we note the high ratio of 90.76 percent of total grants to named executives in the past fiscal year. 3 Ratify Auditors For For Mgmt 04/27/04 - A CH Energy Group Inc *CHG* 12541M102 03/01/04 5,769 1 Elect Directors For For Mgmt 05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 10,100 *CHD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 15,500 1 Elect Directors For For Mgmt 04/22/04 - A CIRCOR International, Inc. 17273K109 03/05/04 24,800 *CIR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 8,800 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/18/04 - A CONMED Corp. *CNMD* 207410101 03/31/04 11,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 17,300 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur H. Aronson --- For 1.2 Elect Director Thomas A. Dattilo --- For 1.3 Elect Director Byron O. Pond --- For 2 Ratify Auditors Against For ShrHoldr This proposal would not effect the company's ability to select its auditor, but rather would allow shareholders the right to ratify or not ratify that choice. We note that the company has not, in the past, put the auditor up for ratification. We also note that the non-audit related fees paid to Ernst & Young, in the past fiscal year represented 47.07 percent of the total fees paid to that firm. The company's Audit Committee has established a policy regarding pre-approval of all audit and non-audit services expected to be performed by Ernst & Young. Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. Therefore, we recommend a vote for this proposal. 04/21/04 - A Corus Bankshares, Inc. *CORS* 220873103 02/23/04 9,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph C. Glickman --- Withhold We recommend a vote FOR the directors with the exceptions of Michael J. Mcclure and Steven D. Fifield. We recommend that shareholders WITHHOLD votes from Michael J. Mcclure for standing as an affiliated outsider on the Audit Committee, Steven D. Fifield for standing as an affiliated outsider on the Compensation Committee, and Michael J. Mcclure for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert J. Glickman --- Withhold 1.3 Elect Director Robert J. Buford --- For 1.4 Elect Director Steven D. Fifield --- Withhold 1.5 Elect Director Rodney D. Lubeznik --- For 1.6 Elect Director Michael J. Mcclure --- Withhold 1.7 Elect Director Peter C. Roberts --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 11,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Developers Diversified Realty 251591103 03/22/04 9,200 Corp. *DDR* 1 Elect Directors For For Mgmt 2 Amend Shareholder Rights Plan For For Mgmt (Poison Pill) 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Downey Financial Corp. *DSL* 261018105 02/27/04 5,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Brent McQuarrie --- For We recommend a vote FOR the directors with the exception of insider Marangal I. Domingo. We recommend that shareholders WITHHOLD votes from Marangal I. Domingo for failure to establish a majority independent board. 1.2 Elect Director James H. Hunter --- For 1.3 Elect Director Marangal I. Domingo --- Withhold 2 Ratify Auditors For For Mgmt 05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 10,300 *EGP* 1 Elect Directors For For Mgmt 1.1 Elect Director D. Pike Aloian --- For 1.2 Elect Director Alexander G. Anagnos --- For 1.3 Elect Director H. C. Bailey, Jr. --- For 1.4 Elect Director Hayden C. Eaves, III --- For 1.5 Elect Director Fredric H. Gould --- For 1.6 Elect Director David H. Hoster II --- For 1.7 Elect Director David M. Osnos --- For 1.8 Elect Director Leland R. Speed --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Encore Medical Corp. *ENMC* 29256E109 04/02/04 48,999 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard O. Martin, Ph.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Zubeen Shroff. We recommend that shareholders WITHHOLD votes from Zubeen Shroff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Zubeen Shroff --- Withhold 1.3 Elect Director Bruce Wesson --- For 2 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 7,800 1 Elect Directors For For Mgmt 05/13/04 - A Energy Partners, Ltd *EPL* 29270U105 03/17/04 18,968 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Bachmann --- For We recommend a vote FOR the directors with the exception of affiliated outsider William O. Hiltz. We recommend that shareholders WITHHOLD votes from William O. Hiltz for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John C Bumgarner --- For 1.3 Elect Director Jerry D. Carlisle --- For 1.4 Elect Director Harold D. Carter --- For 1.5 Elect Director Enoch L. Dawkins --- For 1.6 Elect Director Robert D. Gershen --- For 1.7 Elect Director William O. Hiltz --- Withhold 1.8 Elect Director John G. Phillips --- For 1.9 Elect Director Dr. Eamon M. Kelly --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 10,700 *FMBI* 1 Elect Directors For For Mgmt 04/29/04 - A Genlyte Group, Inc. (The) 372302109 03/08/04 6,700 *GLYT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry K. Powers --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Zia Eftekhar and Larry K. Powers for failure to establish an independent nominating committee. 1.2 Elect Director Zia Eftekhar --- Withhold 06/04/04 - S Hall, Kinion & Associates, 406069104 04/06/04 62,200 Inc. 1 Approve Merger Agreement For For Mgmt 05/20/04 - A Hasbro, Inc. *HAS* 418056107 03/31/04 14,400 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Implement and Monitor Code of Against Against ShrHoldr Corporate Conduct - ILO Standards 05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 10,100 *HCC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 4,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/04/04 - A HNI CORP *HNI* 438092108 03/05/04 14,900 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Amend Articles to Remove For For Mgmt Antitakeover Provisions 05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 28,300 1 Elect Directors For For Mgmt 04/28/04 - A IBERIABANK Corp. *IBKC* 450828108 03/16/04 5,700 1 Elect Directors For For Mgmt 1.1 Elect Director Elaine D. Abell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Larrey G. Mouton. We recommend that shareholders WITHHOLD votes from Larrey G. Mouton for failure to establish an independent nominating committee. 1.2 Elect Director William H. Fenstermaker --- For 1.3 Elect Director Larrey G. Mouton --- For 1.4 Elect Director O. Miles Pollard --- For 2 Ratify Auditors For For Mgmt 05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 34,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Orrin H. Ingram II --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Orrin H. Ingram II. We recommend that shareholders WITHHOLD votes from Orrin H. Ingram II for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Michael T. Smith --- For 1.3 Elect Director Joe B. Wyatt --- For 1.4 Elect Director Howard I. Atkins --- For 04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 6,215 *NSIT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 2,400 1 Elect Directors For For Mgmt 1.1 Elect Director Steven G. Mihaylo --- For 1.2 Elect Director J. Robert Anderson --- For 1.3 Elect Director Jerry W. Chapman --- For 1.4 Elect Director Gary D. Edens --- For 1.5 Elect Director C. Roland Haden --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 42,395 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 05/13/04 - A IXIA *XXIA* 45071R109 03/22/04 8,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Jean-Claude Asscher --- For We recommend a vote FOR Jean-Claude Asscher but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Errol Ginsberg, affiliated outsider Jon F. Rager and independent outsider Massoud Entekhabi. We recommend that shareholders WITHHOLD votes from Errol Ginsberg for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Audit Committee member Jon F. Rager for paying excessive non-audit fees, for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Audit Committee member Massoud Entekhabi for paying excessive non-audit fees. 1.2 Elect Director Massoud Entekhabi --- Withhold 1.3 Elect Director Errol Ginsberg --- Withhold 1.4 Elect Director Jon F. Rager --- Withhold 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 22.38 percent is above the allowable cap for this company of 13.39 percent. 3 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 16.33 percent is above the allowable cap for this company of 13.39 percent. 4 Ratify Auditors For Against Mgmt 04/01/04 - A KB Home *KBH* 48666K109 02/12/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A kforce, Inc. *KFRC* 493732101 04/12/04 34,700 1 Elect Directors For For Mgmt 05/04/04 - A Lafarge North America Inc. 505862102 02/20/04 5,373 *LAF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Marshall A. Cohen --- For We recommend a vote FOR the directors with the exceptions of insiders Michel Rose, Philippe R. Rollier, Bruno Lafont, Bernard L. Kasriel, Bertrand P. Collomb, and affiliated outsiders Lawrence Tanenbaum, John D. Redfern and Robert W. Murdoch. We recommend that shareholders WITHHOLD votes from Michel Rose for poor attendance and for failure to establish a majority independent board, and from Bertrand P. Collomb for standing as an insider on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Lawrence M. Tanenbaum for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board, from John D. Redfern for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board, and from Philippe R. Rollier, Bruno Lafont, Bernard L. Kasriel and Robert W. Murdoch for failure to establish a majority independent board. 1.2 Elect Director Bertrand P. Collomb --- Withhold 1.3 Elect Director Philippe P. Dauman --- For 1.4 Elect Director Bernard L. Kasriel --- Withhold 1.5 Elect Director Bruno Lafont --- Withhold 1.6 Elect Director Claudine B. Malone --- For 1.7 Elect Director Blythe J. McGarvie --- For 1.8 Elect Director James M. Micali --- For 1.9 Elect Director Gwyn Morgan --- For 1.10 Elect Director Robert W. Murdoch --- Withhold 1.11 Elect Director Bertin F. Nadeau --- For 1.12 Elect Director John D. Redfern --- Withhold 1.13 Elect Director Philippe R. Rollier --- Withhold 1.14 Elect Director Michel Rose --- Withhold 1.15 Elect Director Lawrence M. Tanenbaum --- Withhold 1.16 Elect Director Gerald H. Taylor --- For 05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 5,400 1 Elect Directors For For Mgmt 1.1 Elect Director Larry W. McCurdy --- For 1.2 Elect Director Roy E. Parrott --- For 1.3 Elect Director Richard F. Wallman --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote We note that the board emphasizes in the 2004 proxy statement that this proposal, if supported by a majority of votes cast, would not be binding on the board and therefore would not necessarily effectuate any changes to the poison pill. Our opinion is that where shareholders express their views clearly through voting for a proposal, that opinion should be listened to by the company's board directors. Further, where a board consistently ignores or fails to implement a proposal approved by a majority of shareholder votes cast, we believe that this may provide adequate reason for recommending withholding votes for future director elections. While we welcome the company's introduction of a board committee review process for the poison pill, poison pills greatly alter the balance of power between shareholders and management, and shareholders should be allowed to make their own evaluation of such plans. We therefore agree with the proponent that the adoption, maintenance or extension of any poison pill should be put to a shareholder vote. 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 9,600 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 04/30/04 - A Littelfuse, Inc. *LFUS* 537008104 03/12/04 13,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 1,223 1 Elect Directors For For Mgmt 1.1 Elect Director Herbert T. Buchwald --- For 1.2 Elect Director Larry A. Mizel --- For 2 Prepare Sustainability Report Against For ShrHoldr Given the company's current lack of disclosure and the fact that preparation of this report will provide shareholders with a more complete view of the company's policies regarding this matter, we recommend that shareholders support this shareholder proposal. 04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 8,436 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel H. Leever --- For 1.2 Elect Director Donald G. Ogilvie --- For 1.3 Elect Director James C. Smith --- For 1.4 Elect Director Joseph M. Silvestri --- For 1.5 Elect Director T. Quinn Spitzer --- For 1.6 Elect Director Robert L. Ecklin --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 3,657 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry A. Ekl --- Withhold We recommend that shareholders WITHHOLD votes from all the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Lois B. Vasto for failure to establish a majority independent board and for standing as an affiliated outsider on the Nominating Committee. We also recommend that shareholders WITHHOLD votes from insiders Jerry A. Weberling, Thomas R. Perz, and Kenneth R. Koranda, and from affiliated outsider Terry A. Ekl for failure to establish a majority independent board. 1.2 Elect Director Kenneth R. Koranda --- Withhold 1.3 Elect Director Thomas R. Perz --- Withhold 1.4 Elect Director Lois B. Vasto --- Withhold 1.5 Elect Director Jerry A. Weberling --- Withhold 04/27/04 - A MARINE PRODUCTS CORP *MPX* 568427108 03/15/04 13,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Wilton Looney --- For We recommend a vote FOR Wilton Looney and WITHHOLD votes from insiders Gary W. Rollins and James A. Lane, Jr. We recommend that shareholders WITHHOLD votes from Gary W. Rollins and James A. Lane for failure to establish a majority independent board. 1.2 Elect Director Gary W. Rollins --- Withhold 1.3 Elect Director James A. Lane, Jr. --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 10.53 percent is within the allowable cap for this company of 19.66 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 19,611 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 10,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 7,100 1 Elect Directors For For Mgmt 04/22/04 - A Mercantile Bank Corp. *MBWM* 587376104 03/01/04 8,293 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 6,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 8,600 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Gennaro J. Fulvio --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Robert B. Hodes for standing as an affiliated outsider on the Nominating Committee and failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Gennaro J. Fulvio, Gary S. Gladstein, and Terry Hermanson for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and William D. O'Hagan, Harvey L. Carp and Robert B. Hodes for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and failing to create a majority independent board. 1.2 Elect Director Gary S. Gladstein --- Withhold 1.3 Elect Director Terry Hermanson --- Withhold 1.4 Elect Director Robert B. Hodes --- Withhold 1.5 Elect Director Harvey L. Karp --- Withhold 1.6 Elect Director William D. O'Hagan --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Nara Bancorp, Inc. *NARA* 63080P105 04/05/04 10,113 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Chong Moon Lee --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Yong H. Kim and Ki Suh Park. We recommend that shareholders WITHHOLD votes from Yong H. Kim and Ki Suh Park for poor attendance. 1.2 Elect Director Dr. Thomas Chung --- For 1.3 Elect Director Benjamin B. Hong --- For 1.4 Elect Director Steve Y. Kim --- For 1.5 Elect Director Jesun Paik --- For 1.6 Elect Director Ki Suh Park --- Withhold 1.7 Elect Director Hyon M. Park --- For 1.8 Elect Director Yong H. Kim --- Withhold 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 6,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Northwest Natural Gas Co. 667655104 04/08/04 5,201 *NWN* 1 Elect Directors For For Mgmt 04/14/04 - A/S Nova Chemicals Corp. (Formerly 66977W109 03/08/04 16,300 Nova Corp.) *NCX.* 1 Elect Directors For For Mgmt 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Approve Continuation of Company For For Mgmt Under Canadian Business Corporation Act 4 Adopt New By-Laws For For Mgmt 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 7,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 9,300 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 8,600 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 04/28/04 - A Penns Woods Bancorp, Inc. 708430103 03/05/04 6,750 *PWOD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Casale, Jr. --- For We recommend a vote FOR the directors with the exceptions of insiders Ronald A. Walko and William H. Rockey. We recommend that shareholders WITHHOLD votes from Ronald A. Walko and William H. Rockey for failure to establish an independent nominating committee. 1.2 Elect Director R.E. Nestlerode, Jr. --- For 1.3 Elect Director William H. Rockey --- Withhold 1.4 Elect Director Ronald A. Walko --- Withhold 2 Ratify Auditors For For Mgmt 05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 9,700 *PD.* 1 Elect W.C. Dunn, Robert J.S. For For Mgmt Gibson, Murray K. Mullen, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips, Hank B. Swartout, H.Garth Wiggins as Directors 2 Ratify Auditors For For Mgmt 3 Approve 2004 Stock Option Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan and limiting director participation in the plan. However, the total cost of the company's plans of 3.54 percent is above the allowable cap for this company of 3.51 percent. 05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 18,900 *PDE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Barbanell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ralph D. McBride. We recommend that shareholders WITHHOLD votes from Ralph D. McBride for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Paul A. Bragg --- For 1.3 Elect Director David A.B. Brown --- For 1.4 Elect Director J.C. Burton --- For 1.5 Elect Director Jorge E. Estrada --- For 1.6 Elect Director William E. Macaulay --- For 1.7 Elect Director Ralph D. Mcbride --- Withhold 1.8 Elect Director David B. Robson --- For 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/03/04 - A Protective Life Corp. *PL* 743674103 03/05/04 7,500 1 Elect Directors For For Mgmt 2 Approve Outside Director Options in For For Mgmt Lieu of Cash 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 15,100 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Radio One, Inc. *ROIA* 75040P108 04/16/04 25,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Brian W. Mcneill --- For For the holders of Class A common stock, voting as a single class, we recommend a vote FOR the directors. For the holders of Class A and Class B common stock, voting as a single class, we recommend a vote FOR the directors with the exceptions of affiliated outsider L. Ross Love and insiders Alfred C. Liggins III and Catherine L. Hughes. We recommend that shareholders WITHHOLD votes from L. Ross Love for standing as an affiliated outsider on the Audit Committee and from Alfred C. Liggins III and Catherine L. Hughes for standing as insiders on the Nominating Committee. 1.2 Elect Director Terry L. Jones --- For 1.3 Elect Director Catherine L. Hughes --- Withhold 1.4 Elect Director Alfred C. Liggins III --- Withhold 1.5 Elect Director D. Geoffrey Armstrong --- For 1.6 Elect Director L. Ross Love --- Withhold 1.7 Elect Director Ronald E. Blaylock --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 27.33 percent is above the allowable cap for this company of 19.69 percent. 3 Ratify Auditors For For Mgmt 06/02/04 - A Red Robin Gourmet Burgers Inc 75689M101 04/05/04 13,800 *RRGB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward T. Harvey --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gary J. Singer. We recommend that shareholders WITHHOLD votes from Gary J. Singer for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Gary J. Singer --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Reinsurance Group of America, 759351109 03/26/04 8,300 Incorporated *RGA* 1 Elect Directors For Split Mgmt 1.1 Elect Director William J. Bartlett --- For We recommend a vote FOR the directors with the exception of insider A. Greig Woodring. We recommend that shareholders WITHHOLD votes from A. Greig Woodring for failure to establish a majority independent board. 1.2 Elect Director Alan C. Henderson --- For 1.3 Elect Director A. Greig Woodring --- Withhold 2 Increase Authorized Common Stock For For Mgmt 3 Amend Articles For For Mgmt 4 Fix Number of Directors For For Mgmt 5 Amend Articles For Against Mgmt Since the proposal shifts control of the shareholder nomination and proposal requirements from the shareholders themselves to the board of directors, we believe that it does not warrant shareholder support. 6 Approve Director & Officer For For Mgmt Indemnification/Liability Provisions 7 Approve Issuance of For Against Mgmt Warrants/Convertible Debentures Because we believe that shareholders should have the right to vote on any equity issuance to a majority shareholder with all the facts in front of them, we do not believe that this proposal warrants shareholder support. 8 Amend Omnibus Stock Plan For For Mgmt 06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 9,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Increase Authorized Common Stock For For Mgmt 04/16/04 - A/S Ritchie Bros. Auctioneers 767744105 03/05/04 6,400 *RBA* 1 Elect Directors For For Mgmt 2 Approve KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve 2:1 Stock Split For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt We have no qualms about the dilution factor in this case given that it is 1.5 percent of shares issued and even in conjunction with the existing stock option plan which carries potential dilution of 2.4 percent, the total dilution is under 4 percent. Nevertheless our concern lies in the large discount afforded in the purchase of these shares of effectively 50 percent as we see it. As employees are allowed to contribute 100 percent of their performance bonus to the plan and the entire contribution is in effect 're-imbursed in cash', this amounts to a 50 percent discount. We further note that we consider the aforesaid plan to be an inappropriate proxy for a pension plan and thus do not appraise it on such a basis. We oppose this resolution. 05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 5,600 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Jellison --- For 1.2 Elect Director W. Lawrence Banks --- For 1.3 Elect Director David W. Devonshire --- For 1.4 Elect Director John F. Fort III --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 9,300 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Michael J. Bush --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Michael J. Bush for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Norman A. Ferber and from insider James C. Peters for failure to establish a majority independent board. 1.2 Elect Director Norman A. Ferber --- Withhold 1.3 Elect Director James C. Peters --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 11,000 International Inc. *SWM* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 11,546 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Silgan Holdings Inc. *SLGN* 827048109 04/16/04 10,900 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Philip Silver --- Withhold We recommend a vote FOR the directors with the exception of insider R. Philip Silver. We recommend that shareholders WITHHOLD votes from R. Philip Silver for failure to establish an independent nominating committee. 1.2 Elect Director William C. Jennings --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 17,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry C. Atkin --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Sidney J. Atkin, Steven F. Udvar-Hazy, and J. Ralph Atkin. We recommend that shareholders WITHHOLD votes from Sidney J. Atkin for standing as affiliated outsider on the Compensation and Nominating & Governance committees, Steven F. Udvar-Hazy for standing as affiliated outsider on the Compensation Committee, and J. Ralph Atkin for standing as affiliated outsider on the Compensation Committee. 1.2 Elect Director J. Ralph Atkin --- Withhold 1.3 Elect Director Steven F. Udvar-Hazy --- Withhold 1.4 Elect Director Ian M. Cumming --- For 1.5 Elect Director W. Steve Albrecht --- For 1.6 Elect Director Mervyn K. Cox --- For 1.7 Elect Director Sidney J. Atkin --- Withhold 1.8 Elect Director Hyrum W. Smith --- For 1.9 Elect Director Robert G. Sarver --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A SL Green Realty Corp. *SLG* 78440X101 03/31/04 7,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 9,400 Co. *SM* 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt 05/20/04 - A Steel Dynamics, Inc. *STLD* 858119100 03/15/04 10,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Keith E. Busse --- For We recommend a vote FOR the directors with the exception of independent outsider Richard J. Freeland. We recommend that shareholders WITHHOLD votes from Richard J. Freeland for poor attendance. 1.2 Elect Director Mark D. Millett --- For 1.3 Elect Director Richard P. Teets, Jr. --- For 1.4 Elect Director John C. Bates --- For 1.5 Elect Director Paul B. Edgerley --- For 1.6 Elect Director Richard J. Freeland --- Withhold 1.7 Elect Director Naoki Hidaka --- For 1.8 Elect Director James E. Kelley --- For 1.9 Elect Director Dr. Jurgen Kolb --- For 1.10 Elect Director Joseph D. Ruffolo --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 06/08/04 - A Stein Mart, Inc. *SMRT* 858375108 04/09/04 21,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Alvin R. Carpenter --- For We recommend a vote FOR the directors with the exceptions of independent outsiders James H. Winston and Linda McFarland Farthing. We recommend that shareholders WITHHOLD votes from Audit Committee members James H. Winston and Linda McFarland Farthing for paying excessive non-audit fees. 1.2 Elect Director Linda McFarland Farthing --- Withhold 1.3 Elect Director Michael D. Fisher --- For 1.4 Elect Director Mitchell W. Legler --- For 1.5 Elect Director Michael D. Rose --- For 1.6 Elect Director Richard L. Sisisky --- For 1.7 Elect Director Jay Stein --- For 1.8 Elect Director Martin E. Stein, Jr. --- For 1.9 Elect Director J. Wayne Weaver --- For 1.10 Elect Director John H. Williams, Jr. --- For 1.11 Elect Director James H. Winston --- Withhold 06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 12,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Eliminate Class of Preferred Stock For For Mgmt 06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 20,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/03/04 - A The Management Network Group, 561693102 04/16/04 53,500 Inc. *TMNG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 8,806 *MTW* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 7,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Braithwaite --- Withhold We recommend a vote FOR the directors with the exception of Harry H. Nick and James C. Braithwaite. We recommend that shareholders WITHHOLD votes from Harry H. Nick for standing as an affiliated outsider on the Audit, Compensation and Nominating Committees and for failure to establish a majority independent board and from James C. Braithwaite for failure to establish a majority independent board. 1.2 Elect Director Joseph B. Gildenhorn --- For 1.3 Elect Director Harry H. Nick --- Withhold 1.4 Elect Director Robert P. Pincus --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive High Performance For For Mgmt Program 04/22/04 - A Thomas Industries Inc. *TII* 884425109 02/27/04 11,973 1 Elect Directors For For Mgmt 1.1 Elect Director H. Joseph Ferguson --- For 1.2 Elect Director Anthony A. Massaro --- For 1.3 Elect Director George H. Walls, Jr. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan has a 20-percent trigger but does not embody the other features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed. 05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 1,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 6,576 *TLGD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard H. Heibel --- For We recommend that shareholders vote FOR Richard H. Heibel, but WITHHOLD votes from affiliated outsider Robert W. Kampmeinert. We recommend that shareholders WITHHOLD votes from Robert W. Kampmeinert for standing as an affiliated outsider on the Compensation committee and for failure to establish a majority independent board. 1.2 Elect Director Robert W. Kampmeinert --- Withhold 05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 12,600 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- For We recommend a vote FOR the directors with the exception of affiliated outsider Henry Groppe. We recommend that shareholders WITHHOLD votes from Henry Groppe for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Henry Groppe --- Withhold 1.3 Elect Director Edward W. LeBaron, Jr. --- For 1.4 Elect Director James D. Lightner --- For 1.5 Elect Director John C. Linehan --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director James B. Wallace --- For 1.8 Elect Director Robert H. Whilden, Jr. --- For 2 Increase Authorized Common Stock For For Mgmt 06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 19,000 1 Elect Directors For For Mgmt 1.1 Elect Director RoAnn Costin --- For 1.2 Elect Director John H. Eyler, Jr. --- For 1.3 Elect Director Roger N. Farah --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Cinda A. Hallman --- For 1.6 Elect Director Calvin Hill --- For 1.7 Elect Director Nancy Karch --- For 1.8 Elect Director Norman S. Matthews --- For 1.9 Elect Director Arthur B. Newman --- For 1.10 Elect Director Frank R. Noonan --- For 2 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 13,500 1 Elect Directors For For Mgmt 1.1 Elect Michael D. Watford as a Director --- For 1.2 Elect William C. Helton as a Director --- For 1.3 Elect James E. Nielson as a Director --- For 1.4 Elect Robert E. Rigney as a Director --- For 1.5 Elect James C. Roe as a Director --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Other Business For Against Mgmt As we can not know the content of these issues, we cannot recommend that shareholders approve this request. 05/07/04 - A UniSource Energy Corp. *UNS* 909205106 03/29/04 8,419 1 Elect Directors For For Mgmt 05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 8,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard M. Adams --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders F.T. Graff, Jr. and H. Smoot Fahlgren, and independent outsider W. Gaston Caperton, III. We recommend that shareholders WITHHOLD votes from W. Gaston Caperton, III for poor attendance, and F.T. Graff, Jr. and H. Smoot Fahlgren for standing as affiliated outsiders on the Compensation and Nominating & Governance Committees. 1.2 Elect Director Robert G. Astorg --- For 1.3 Elect Director Thomas J. Blair, III --- For 1.4 Elect Director Harry L. Buch --- For 1.5 Elect Director W. Gaston Caperton, III --- Withhold 1.6 Elect Director Lawrence K. Doll --- For 1.7 Elect Director H. Smoot Fahlgren --- Withhold 1.8 Elect Director Theodore J. Georgelas --- For 1.9 Elect Director F.T. Graff, Jr. --- Withhold 1.10 Elect Director Russell L. Isaacs --- For 1.11 Elect Director John M. Mcmahon --- For 1.12 Elect Director J. Paul Mcnamara --- For 1.13 Elect Director G. Ogden Nutting --- For 1.14 Elect Director William C. Pitt, III --- For 1.15 Elect Director I. N. Smith, Jr. --- For 1.16 Elect Director James G. Tardiff --- For 1.17 Elect Director Mary K. Weddle --- For 1.18 Elect Director P. Clinton Winter, Jr. --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A United Surgical Partners 913016309 03/12/04 16,100 International Inc *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 9,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 17,970 *VSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Felix Zandman --- Withhold We recommend a vote FOR Zvi Grinfas but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Philippe Gazeau for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from insiders Dr. Felix Zandman and Dr. Gerald Paul for failure to establish a majority independent board. 1.2 Elect Director Philippe Gazeau --- Withhold 1.3 Elect Director Zvi Grinfas --- For 1.4 Elect Director Dr. Gerald Paul --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Restricted Stock Plan For For Mgmt 05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 5,550 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Preferred Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Wausau-Mosinee Paper Corp 943315101 02/19/04 22,400 *WMO* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/11/04 - A Werner Enterprises, Inc. 950755108 03/22/04 20,400 *WERN* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Board Diversity Against Abstain ShrHoldr 05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 1,172 *WTFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT SMALL CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- -------------------------------- ----------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 165,200 1 Elect Directors For Split 1.1 Elect Director Carl J. Conti --- For 1.2 Elect Director Victoria L. Cotten --- For 1.3 Elect Director Lucie J. Fjeldstad --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.4 Elect Director Joseph S. Kennedy --- For 1.5 Elect Director Ilene H. Lang --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.6 Elect Director Robert J. Loarie --- Withhold 1.7 Elect Director Robert N. Stephens --- For WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.8 Elect Director Dr. Douglas E. Van Houweling --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 12,987 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 07/31/03 - A Barra, Inc. *BARZ* 068313105 06/03/03 25,100 1 Elect Directors For For 2 Amend Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 253,700 *CASY* 1 Elect Directors For Split 1.1 Elect Director Donald F. Lamberti --- For 1.2 Elect Director John G. Harmon --- For 1.3 Elect Director Kenneth H. Haynie --- Withhold WITHHOLD votes from Kenneth H. Haynie for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.4 Elect Director John P. Taylor --- For 1.5 Elect Director Ronald M. Lamb --- For 1.6 Elect Director John R. Fitzgibbon --- For 1.7 Elect Director Patricia Clare Sullivan --- For 09/03/03 - A Commonwealth Telephone 203349105 06/20/03 47,300 Enterprises, Inc. *CTCO* 1 Elect Directors For Split 1.1 Elect Director Walter Scott, Jr. --- For 1.2 Elect Director David C. Mitchell --- For 1.3 Elect Director David C. McCourt --- Withhold WITHHOLD votes from David C. McCourt for failure to establish an independent nominating committee. 1.4 Elect Director Daniel E. Knowles --- For 2 Ratify Auditors For For 3 Convert Class B common shares into For For common shares 4 Adjourn Meeting For Against 07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 147,500 *CGX* 1 Elect Directors For For 07/11/03 - A Lone Star Steakhouse & Saloon, 542307103 05/29/03 58,000 Inc. *STAR* 1 Elect Directors For For 2 Ratify Auditors For For 07/30/03 - S MAX RE CAPITAL LTD HAMILTON G6052F103 06/16/03 87,900 *MXRE* 1 Amend Bylaws Re: Shareholder Vote on For Against Proposals Voted on by Shareholders of Max Re Ltd.; Delete References to Non-Voting Common Shares; Reduce Limitation on Voting Rights of Common Shares; Reduce Percentage of Common Shares One Person May Own 2 Amend Bylaws Re: Prohibit a Director For For from Appointing Alternate Directors to Perform His or Her Duties or Act as a Non-Voting Observer 3 Amend Bylaws Re: Reduce from 60 For Against Percent to 50 Percent the Total Issued and Outstanding Common Shares Required for a Quorum at a General Meeting of the Company 4 Amend Bylaws Re: Make Future For Against Amendments of the Bylaws Subject to the Approval of a Majority of the Votes Cast Instead of the Majority of the Shares Entitled to Vote 5 Amend Bylaws Re: Make Certain For For Changes to Update the Provisions of the Bylaws 6 Transact Other Business (Non-Voting) None None 07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 152,000 *METHA* 1 Approve Tender Offer to Purchase All For For Outstanding Shares of Class B common Stock 07/08/03 - A Nautica Enterprises, Inc. 639089101 05/29/03 109,400 DISSIDENT PROXY (GREEN CARD) 1 Elect Directors (Opposition Slate) For For 2 Elect Directors (Opposition Slate) For For 3 Ratify Auditors For For 4 Authorize stockholders holding 10% For For or more of common stock to call special meetings MANAGEMENT PROXY (WHITE CARD) 1 Elect Directors For DoNotVote 2 Ratify Auditors For DoNotVote 09/17/03 - A PLATINUM UNDERWRITERS HOLDINGS G7127P100 08/01/03 65,300 LTD *PTP* 1 Elect H. Baldwin, J. Bank, D. For For Carmichael, N. Currie, J. Fishman, G. Morrison, S. Newman, and P. Pruitt as Directors 2a Elect G. Morrison as Director of For For Platinum Underwriters Bermuda, Ltd. 2b Elect M. Price as Director of For For Platinum Underwriters Bermuda, Ltd. 2c Elect W. Robble as Director of For For Platinum Underwriters Bermuda, Ltd. 3a Elect G. Morrison as Director of For For Platinum Re (UK) Ltd. 3b Elect C. Pettengell as Director of For For Platinum Re (UK) Ltd. 3c Elect R. Porter as Director of For For Platinum Re (UK) Ltd. 4 Approve Section 162(m) Performance For For Incentive Plan 5 Ratify KPMG as Auditors For For 07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 34,300 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 07/15/03 - A Stratex Networks, Inc. *STXN* 86279T109 05/22/03 702,400 1 Elect Directors For Split 1.1 Elect Director Richard C. Alberding --- Withhold We recommend a vote FOR the directors with the exception of Richard C. Alberding. We recommend that shareholders WITHHOLD votes from Richard C. Alberding for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John W. Combs --- For 1.3 Elect Director William A. Hasler --- For 1.4 Elect Director Charles D. Kissner --- For 1.5 Elect Director James D. Meindl, Ph.D. --- For 1.6 Elect Director V. Frank Mendicino --- For 1.7 Elect Director Edward F. Thompson --- For 2 Approve Option Exchange Program For For 07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 73,900 1 Elect Directors For Split 1.1 Elect Director George Zimmer --- For 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- Withhold WITHHOLD votes from Rinaldo S. Brutoco for standing as an affiliated outsider on the Compensation and Nominating and Corporate Governance committees. 1.4 Elect Director Michael L. Ray, Ph.D. --- Withhold WITHHOLD votes from Audit Committee member Michael L. Ray, Ph.D. for paying excessive non-audit fees. 1.5 Elect Director Sheldon I. Stein --- Withhold WITHHOLD votes from Audit Committee member Sheldon I. Stein for paying excessive non-audit fees. 1.6 Elect Director Kathleen Mason --- Withhold WITHHOLD votes from Audit Committee member Kathleen Mason for paying excessive non-audit fees. Shareholder Proposal 2 Implement and Monitor Code of Against Against Corporate Conduct - ILO Standards Management Proposal 3 Ratify Auditors For Against 07/21/03 - A Triumph Group, Inc. *TGI* 896818101 05/30/03 34,100 1 Elect Directors For Split 1.1 Elect Director Richard C. Ill --- Withhold We recommend a vote FOR the directors with the exception of insider Richard C. Ill for standing as an insider on the Nominating Committee. 1.2 Elect Director John R. Bartholdson --- For 1.3 Elect Director Richard C. Gozon --- For 1.4 Elect Director Claude F. Kronk --- For 1.5 Elect Director Joseph M. Silvestri --- For 1.6 Elect Director William O. Albertini --- For 1.7 Elect Director George S. Simpson --- For 2 Ratify Auditors For For 09/25/03 - A Westell Technologies, Inc. 957541105 08/04/03 203,000 *WSTL* 1 Elect Directors For Split 1.1 Elect Director John W. Seazholtz --- Withhold We recommend a vote FOR the directors with the exceptions of Melvin J. Simon, Robert C. Penny III, E. Van Cullens, and John W. Seazholtz for failure to establish an independent nominating committee. also We recommend that shareholders WITHHOLD votes from Melvin J. Simon for standing as an insider on the Audit and Compensation committees, and Robert C. Penny III, and John W. Seazholtz for standing as insiders on the Compensation Committee. 1.2 Elect Director Paul A. Dwyer, Jr. --- For 1.3 Elect Director E. Van Cullens --- Withhold 1.4 Elect Director Robert C. Penny III --- Withhold 1.5 Elect Director Roger L. Plummer --- For 1.6 Elect Director Bernard F. Sergesketter --- For 1.7 Elect Director Melvin J. Simon --- Withhold 2 Permit Stockholders Holding 25% or For For more of the Companies Voting Power to Call a Special Meeting 3 Amend Bylaws to Eliminate Provisions For For from Selling Securities Having Forward Pricing Provisions Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT SMALL CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 104,100 *AW* 1 Approve Conversion of Securities For For 11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 29,500 1 Elect Directors For For 2 Ratify Auditors For For 11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 21,300 *COCO* 1 Elect Directors For Split 1.1 Elect Director Paul R. St. Pierre --- Withhold We recommend a vote FOR the directors with the exception of Paul R. St. Pierre, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Linda Arey Skladany, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 74,600 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 123,400 1 Elect Directors For For 1.1 Elect Director Steven E. Nielsen --- For 1.2 Elect Director Stephen C. Coley --- For 2 Approve Omnibus Stock Plan For For 12/04/03 - S Encore Medical Corp. *ENMC* 29256E109 10/20/03 262,300 1 Increase Authorized Common Stock For For 2 Amend Stock Option Plan For For 3 Other Business For Against 11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 58,300 *ETH* 1 Elect Director Frank G. Wisner For For 2 Ratify Auditors For For 11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 75,300 1 Increase Authorized Common Stock For For 11/06/03 - A G&K Services, Inc. *GKSRA* 361268105 09/10/03 30,700 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Declassify the Board of Directors Against Against 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 58,300 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/12/03 - A Harman International 413086109 09/15/03 28,200 Industries, Inc. *HAR* 1 Elect Directors For For 2 Approve Stock Split For For 11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 50,300 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 33,600 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 56,800 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 11/25/03 - S MAF Bancorp, Inc. *MAFB* 55261R108 10/06/03 59,900 1 Approve Merger Agreement For For 2 Approve Omnibus Stock Plan For Against 11/07/03 - A MatrixOne, Inc. *MONE* 57685P304 09/09/03 169,800 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 25,800 *MRX* 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For Against 11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 66,700 *MRCY* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 113,800 1 Elect Directors For For 1.1 Elect Director Gary M. Cohen --- For 1.2 Elect Director David T. Gibbons --- For 1.3 Elect Director Judith A. Hemberger --- For 2 Approve Omnibus Stock Plan For For 10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 65,000 1 Elect Directors For For 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 41,600 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Approve Increase in Non-Executive For For Director Fees 4 Ratify Auditors For For 11/18/03 - A Respironics, Inc. *RESP* 761230101 10/03/03 37,700 1 Elect Directors For For 1.1 Elect Director Joseph C. Lawyer --- For We recommend shareholders vote FOR Sean McDonald but WITHHOLD votes from Audit Committee members John C. Miles II and Joseph C. Lawyer for paying excessive non-audit fees. 1.2 Elect Director Sean McDonald --- For 1.3 Elect Director John C. Miles II --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 31,400 1 Elect Directors For For 2 Ratify Auditors For For 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 115,100 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 55,800 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Thomas E. Oland --- For 2.2 Elect Director Roger C. Lucas, Ph.D. --- Withhold WITHHOLD votes from Roger C. Lucas, Ph.D. for standing as an affiliated outsider on the Nominating Committee. 2.3 Elect Director Howard V. O'Connell --- For 2.4 Elect Director G. Arthur Herbert --- For 2.5 Elect Director Randolph C. Steer, M.D., Ph.D. --- For 2.6 Elect Director Christopher S. Henney, D.Sc., Ph.D. --- For 2.7 Elect Director Robert V. Baumgartner, C.P.A. --- For 12/04/03 - A The Hain Celestial Group, Inc. 405217100 10/31/03 39,500 *HAIN* 1 Elect Directors For Split 1.1 Elect Director Irwin D. Simon --- For We recommend a vote FOR the directors with the exceptions of Larry S. Zilavy, Roger Meltzer, Joseph Jimenez, Marina Hahn, James S. Gold, and Jack Futterman. We recommend shareholders WITHHOLD votes from Roger Meltzer and James S. Gold for standing as affiliated outsiders on the Compensation Committee, from Roger Meltzer and Joseph Jimenez for standing as affiliated outsiders on the Nominating Committee, and from Audit Committee members Larry S. Zilavy, Marina Hahn, and Jack Futterman for paying excessive non-audit fees. 1.2 Elect Director Beth L. Bronner --- For 1.3 Elect Director Jack Futterman --- Withhold 1.4 Elect Director Daniel R. Glickman --- For 1.5 Elect Director James S. Gold --- Withhold 1.6 Elect Director Marina Hahn --- Withhold 1.7 Elect Director Neil Harrison --- For 1.8 Elect Director Andrew R. Heyer --- For 1.9 Elect Director Joseph Jimenez --- Withhold 1.10 Elect Director Roger Meltzer --- Withhold 1.11 Elect Director Larry S. Zilavy --- Withhold 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 54.33 percent. 12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 29,500 1 Elect Directors For Split 1.1 Elect Director Neil D. Chrisman --- For 1.2 Elect Director Alan Siegel --- Withhold WITHHOLD votes from Alan Siegel for standing as an affiliated outsider on the Compensation and Nominating & Corporate Governance committees. 1.3 Elect Director Geoffrey A. Thomson --- For 2 Increase Authorized Common Stock For Against 3 Approve Executive Incentive Bonus For For Plan 11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 45,900 *WW* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Omnibus For For Stock Plan 4 Other Business For Against 12/16/03 - A Wd-40 Company *WDFC* 929236107 10/17/03 34,100 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Approve Non-Employee Director For For Restricted Stock Plan 4 Ratify Auditors For For 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 201,400 1 Amend Omnibus Stock Plan For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT SMALL CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/10/04 - A Advanced Digital Information 007525108 01/12/04 76,682 Corp. *ADIC* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 15,300 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 26,800 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 51,370 *FRK* 1 Elect Directors For For 01/28/04 - A Hutchinson Technology 448407106 12/04/03 52,500 Incorporated *HTCH* 1 Elect Directors For Split 1.1 Elect Director W. Thomas Brunberg --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders Richard B. Solum, R. Frederick McCoy, Jr., Russell Huffer, and W. Thomas Brunberg. We recommend that shareholders WITHHOLD votes from R. Frederick McCoy, Jr. for poor attendance and Audit Committee members Richard B. Solum, Russell Huffer, and W. Thomas Brunberg for paying excessive non-audit fees. 1.2 Elect Director Archibald Cox, Jr. --- For 1.3 Elect Director Wayne M. Fortun --- For 1.4 Elect Director Jeffrey W. Green --- For 1.5 Elect Director Russell Huffer --- Withhold 1.6 Elect Director R. Frederick McCoy, Jr. --- Withhold 1.7 Elect Director William T. Monahan --- For 1.8 Elect Director Richard B. Solum --- Withhold 2 Ratify Auditors For Against 03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 76,500 1 Elect Directors For Split 1.1 Elect Director Paul E. Raether --- Withhold We recommend a vote FOR Neil A. Springer and Dennis K. Williams. We recommend that shareholders WITHHOLD votes from Paul E. Raether for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Neil A. Springer --- For 1.3 Elect Director Dennis K. Williams --- For 2 Ratify Auditors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 25,700 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 42,800 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 45,350 1 Elect Directors For For 1.1 Elect Director Richard J. Dumler --- For We recommend a vote FOR the directors. 1.2 Elect Director Samuel Rubinovitz --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/05/04 - A MarineMax, Inc. *HZO* 567908108 12/19/03 83,000 1 Elect Directors For For 2 Ratify Auditors For For 03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 129,800 1 Elect Directors For For 2 Approve Omnibus Stock Plan For Against 3 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 4 Ratify Auditors For For 01/06/04 - A MSC Industrial Direct Co., Inc. 553530106 12/01/03 119,800 *MSM* 1 Elect Directors For For 2 Amend Restricted Stock Plan For For 3 Amend Stock Option Plan For For 4 Amend Stock Option Plan For For 5 Amend Stock Option Plan For For 6 Amend Employee Stock Purchase Plan For For 7 Ratify Auditors For For 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 650,900 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/24/04 - A Photronics, Inc. *PLAB* 719405102 02/12/04 15,200 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 36,700 *PNY* A.1 Elect Director Jerry W. Amos For For A.2 Elect Director D. Hayes Clement For For A.3 Elect Director Thomas E. Skains For For A.4 Elect Director Frank B. Holding, Jr. For For A.5 Elect Director David E. Shi For For B Ratify Auditors For For C Approve/Amend Executive Incentive For For Bonus Plan 01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 81,600 1 Elect Directors For For 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 74,900 1 Elect Directors For For 2 Ratify Auditors For For 03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 152,900 1 Elect Directors For Split 1.1 Elect Director William M. Barnum, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Franck Riboud, affiliated outsiders Robert G. Kirby, Charles E. Crowe, and insiders Robert B. McKnight, Jr., Bernard Mariette. We recommend that shareholders WITHHOLD votes from Franck Riboud for poor attendance, Robert G. Kirby for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Charles E. Crowe, Robert B. McKnight, Jr. and Bernard Mariette for failure to establish a majority independent board. 1.2 Elect Director Charles E. Crowe --- Withhold 1.3 Elect Director Michael H. Gray --- For 1.4 Elect Director Robert G. Kirby --- Withhold 1.5 Elect Director Bernard Mariette --- Withhold 1.6 Elect Director Robert B. McKnight, Jr. --- Withhold 1.7 Elect Director Franck Riboud --- Withhold 1.8 Elect Director Tom Roach --- For 2 Amend Omnibus Stock Plan For For 3 Approval of the Terms of the For For Executive Incentive Plan 02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 79,408 *RJF* 1 Elect Directors For For 1.1 Elect Director Angela M. Biever --- For We recommend a vote FOR the directors. 1.2 Elect Director Jonathan A. Bulkley --- For 1.3 Elect Director Francis S. Godbold --- For 1.4 Elect Director H. William Habermeyer, Jr. --- For 1.5 Elect Director Chet Helck --- For 1.6 Elect Director Harvard H. Hill, Jr., CFP --- For 1.7 Elect Director Thomas A. James --- For 1.8 Elect Director Dr. Paul W. Marshall --- For 1.9 Elect Director Kenneth A. Shields --- For 1.10 Elect Director Hardwick Simmons --- For 2 Approve Incentive Compensation For For Criteria for Certain Executive Officers Because qualification of the above incentive compensation criteria under 162(m) will provide the company with tax deductibility, we recommend a vote FOR this proposal. 3 Ratify Auditors For For 03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 163,696 1 Elect Directors For For 1.1 Elect Director Kevin L. Beebe --- For 1.2 Elect Director Timothy R. Furey --- For 1.3 Elect Director David J. Mclachlan --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 75,700 *SYD* 1 Elect Directors For For 02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 82,700 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 42,300 *COO* 1 Elect Directors For For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 03/12/04 - A The Toro Company *TTC* 891092108 01/14/04 27,500 1 Elect Directors For For 1.1 Elect Director Robert C. Buhrmaster --- For 1.2 Elect Director Winslow H. Buxton --- For 1.3 Elect Director Robert H. Nassau --- For 1.4 Elect Director Christopher A. Twomey --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 42,200 1 Elect Directors For For 1.1 Elect Director John G. McDonald --- For 1.2 Elect Director Wayne R. Moon --- For 2 Approve/Amend Executive Incentive For For Bonus Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 40,200 Associates, Inc. *VSEA* 1 Elect Directors For For 1.1 Elect Director Robert W. Dutton --- For We recommend a vote FOR the directors. 2 Amend Omnibus Stock Plan For For The cost associated with the proposed 100,000 shares of performance units, performance shares, and/or restricted stock is included in the calculations below. As such, because the total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For The total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent. 4 Ratify Auditors For For 01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 65,248 1 Elect Directors For Split 1.1 Elect Director Thomas F. Kenney --- For 1.2 Elect Director Derek L. Chinn --- Withhold WITHHOLD votes from Derek L. Chinn for standing as an affiliated outsider on the Audit Committee and W. Alden Harris for standing as an affiliated outsider on the Compensation Committee. 1.3 Elect Director W. Alden Harris --- Withhold 1.4 Elect Director Guy C. Pinkerton --- For 2 Ratify Auditors For For 01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 21,900 *WGO* 1 Elect Directors For For 1.1 Elect Director Joseph W. England --- For 1.2 Elect Director Irvin E. Aal --- For 2 Approve Omnibus Stock Plan For For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT SMALL CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 49,400 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 91,800 *AVO* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 54,200 1 Classify the Board of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Alexandria Real Estate 015271109 03/29/04 24,200 Equities, Inc. *ARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry M. Sudarsky --- Withhold We recommend a vote FOR the directors with the exception of Jerry M. Sudarsky. We recommend that shareholders WITHHOLD votes from Jerry M. Sudarsky for standing as an affiliated outsider on the Audit Committee and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Joel S. Marcus --- For 1.3 Elect Director James H. Richardson --- For 1.4 Elect Director Richard B. Jennings --- For 1.5 Elect Director Richard H. Klein --- For 1.6 Elect Director Anthony M. Solomon --- For 1.7 Elect Director Alan G. Walton --- For 1.8 Elect Director Richmond A. Wolf --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 38,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A American Power Conversion 029066107 04/14/04 90,500 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 39,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 47,900 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 70,146 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares is above the allowable threshold of 160,000,000 shares. 3 Approve Omnibus Stock Plan For For Mgmt 05/11/04 - A Argonaut Group, Inc. *AGII* 040157109 04/05/04 126,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Hector De Leon --- For We recommend a vote FOR the directors with the exception of affiliated outsider Fayez S. Sarofim. We recommend that shareholders WITHHOLD votes from Fayez S. Sarofim for poor attendance. 1.2 Elect Director Frank W. Maresh --- For 1.3 Elect Director Allan W. Fulkerson --- For 1.4 Elect Director David Hartoch --- For 1.5 Elect Director John R. Power, Jr. --- For 1.6 Elect Director George A. Roberts --- For 1.7 Elect Director Fayez S. Sarofim --- Withhold 1.8 Elect Director Mark E. Watson III --- For 1.9 Elect Director Gary V. Woods --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Amend Non-Employee Director Stock For For Mgmt Option Plan 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Arris Group Inc *ARRS* 04269Q100 04/12/04 44,435 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 127,700 *ATSN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward S. Croft, III --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald D. Schmidt. We recommend that shareholders WITHHOLD votes from Ronald D. Schmidt for standing as an affiliated outsider on the Governance and Nominating Committee. 1.2 Elect Director Lawrence J. Matthews --- For 1.3 Elect Director Joseph M. O'Donnell --- For 1.4 Elect Director Stephen A. Ollendorff --- For 1.5 Elect Director Phillip A. O'Reilly --- For 1.6 Elect Director Bert Sager --- For 1.7 Elect Director A. Eugene Sapp, Jr. --- For 1.8 Elect Director Ronald D. Schmidt --- Withhold 1.9 Elect Director Lewis Solomon --- For 1.10 Elect Director John M. Steel --- For 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 68,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 34,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 53,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 118,900 *ACLS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Tooker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Alexander M. Cutler. We recommend that shareholders WITHHOLD votes from Alexander M. Cutler for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Patrick H. Nettles --- For 1.3 Elect Director Alexander M. Cutler --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A BOK Financial Corp. *BOKF* 05561Q201 03/01/04 63,163 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Fred Ball, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider James A. Robinson, independent outsiders Steven E. Moore and David L. Kyle, and insiders Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. We recommend that shareholders WITHHOLD votes from Steven E. Moore and David L. Kyle for poor attendance, from Stanley A. Lybarger and George B. Kaiser for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee, and from James A. Robinson for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Sharon J. Bell --- For 1.3 Elect Director Joseph E. Cappy --- For 1.4 Elect Director Luke R. Corbett --- For 1.5 Elect Director William E. Durrett --- For 1.6 Elect Director Robert G. Greer --- Withhold 1.7 Elect Director David F. Griffin --- For 1.8 Elect Director V. Burns Hargis --- Withhold 1.9 Elect Director E. Carey Joullian, IV --- For 1.10 Elect Director George B. Kaiser --- Withhold 1.11 Elect Director Judith Z. Kishner --- For 1.12 Elect Director David L. Kyle --- Withhold 1.13 Elect Director Robert J. LaFortune --- For 1.14 Elect Director Stanley A. Lybarger --- Withhold 1.15 Elect Director Steven J. Malcolm --- For 1.16 Elect Director Paula Marshall-Chapman --- For 1.17 Elect Director Steven E. Moore --- Withhold 1.18 Elect Director James A. Robinson --- Withhold 1.19 Elect Director L. Francis Rooney, III --- For 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 71,200 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 43,900 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/13/04 - A Chicago Bridge & Iron Co. 167250109 04/01/04 59,300 *CBI* Meeting for Holders of ADRs 1 FIRST POSITION: BALLENGEE For For Mgmt 2 FIRST POSITION: BORDAGES Against Abstain Mgmt 3 SECOND POSITION: SIMPSON For For Mgmt 4 SECOND POSITION: LEVENTRY Against Abstain Mgmt 5 TO AUTHORIZE THE PREPARATION OF THE For For Mgmt ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS 6 TO DISCHARGE MANAGEMENT BOARD AND For For Mgmt SUPERVISORY BOARD FROM LIABILITY IN EXERCISE OF THEIR DUTIES 7 TO RESOLVE THE FINAL DIVIDEND For For Mgmt 8 TO REPURCHASE UP TO 30% OF THE For Against Mgmt ISSUED SHARE CAPITAL 9 TO CANCEL SHARES TO BE ACQUIRED BY For For Mgmt THE COMPANY IN ITS OWN SHARE CAPITAL 10 TO APPROVE THE EXTENSION OF THE For For Mgmt AUTHORITY TO ISSUE AND/OR GRANT RIGHTS ON SHARES AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS 11 TO INCREASE THE AMOUNT OF THE For For Mgmt AUTHORIZED SHARE CAPITAL 12 TO APPOINT DELOITTE & TOUCHE AS THE For For Mgmt COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS 05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 9,800 *CHD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 66,300 1 Elect Directors For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 44,900 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 117,300 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur H. Aronson --- For 1.2 Elect Director Thomas A. Dattilo --- For 1.3 Elect Director Byron O. Pond --- For 2 Ratify Auditors Against For ShrHoldr This proposal would not effect the company's ability to select its auditor, but rather would allow shareholders the right to ratify or not ratify that choice. We note that the company has not, in the past, put the auditor up for ratification. We also note that the non-audit related fees paid to Ernst & Young, in the past fiscal year represented 47.07 percent of the total fees paid to that firm. The company's Audit Committee has established a policy regarding pre-approval of all audit and non-audit services expected to be performed by Ernst & Young. Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. Therefore, we recommend a vote for this proposal. 04/21/04 - A Corus Bankshares, Inc. *CORS* 220873103 02/23/04 52,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph C. Glickman --- Withhold We recommend a vote FOR the directors with the exceptions of Michael J. Mcclure and Steven D. Fifield. We recommend that shareholders WITHHOLD votes from Michael J. Mcclure for standing as an affiliated outsider on the Audit Committee, Steven D. Fifield for standing as an affiliated outsider on the Compensation Committee, and Michael J. Mcclure for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert J. Glickman --- Withhold 1.3 Elect Director Robert J. Buford --- For 1.4 Elect Director Steven D. Fifield --- Withhold 1.5 Elect Director Rodney D. Lubeznik --- For 1.6 Elect Director Michael J. Mcclure --- Withhold 1.7 Elect Director Peter C. Roberts --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 28,900 *CFR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 27,066 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Charles J. Abbe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members and independent outsiders Edward H. Braun for poor attendance, for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Charles J. Abbe for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and Michael R. Gaulke for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. From Peter J. Simone for standing as an affiliated outsider on the Nominating Committee, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. Lastly from insider Robert P. Akins, affiliated outsider William G. Oldham, independent outsiders Young K. Sohn, and Jon D. Tompkins for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert P. Akins --- Withhold 1.3 Elect Director Edward H. Braun --- Withhold 1.4 Elect Director Michael R. Gaulke --- Withhold 1.5 Elect Director William G. Oldham --- Withhold 1.6 Elect Director Peter J. Simone --- Withhold 1.7 Elect Director Young K. Sohn --- Withhold 1.8 Elect Director Jon D. Tompkins --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For Against Mgmt In this case, 66.87 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 90,485 *CY* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the plan of 29.96 percent is above the allowable cap for this company of 12.74 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 95,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A DADE BEHRING HLDGS INC *DADE* 23342J206 03/30/04 52,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 119,000 *DRTE* 1 Elect Directors For Split Mgmt 1.1 Elect Director John E. Bailye --- For We recommend a vote FOR the directors with the exception of Patrick J. Zenner. We recommend that shareholders WITHHOLD votes from Patrick J. Zenner for sitting on more than six boards. 1.2 Elect Director John A. Fazio --- For 1.3 Elect Director Bernard M. Goldsmith --- For 1.4 Elect Director Edward J. Kfoury --- For 1.5 Elect Director Paul A. Margolis --- For 1.6 Elect Director John H. Martinson --- For 1.7 Elect Director Terence H. Osborne --- For 1.8 Elect Director Patrick J. Zenner --- Withhold 05/18/04 - A Developers Diversified Realty 251591103 03/22/04 31,500 Corp. *DDR* 1 Elect Directors For For Mgmt 2 Amend Shareholder Rights Plan For For Mgmt (Poison Pill) 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 41,900 *EGP* 1 Elect Directors For For Mgmt 1.1 Elect Director D. Pike Aloian --- For 1.2 Elect Director Alexander G. Anagnos --- For 1.3 Elect Director H. C. Bailey, Jr. --- For 1.4 Elect Director Hayden C. Eaves, III --- For 1.5 Elect Director Fredric H. Gould --- For 1.6 Elect Director David H. Hoster II --- For 1.7 Elect Director David M. Osnos --- For 1.8 Elect Director Leland R. Speed --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 94,400 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/18/04 - A Encore Medical Corp. *ENMC* 29256E109 04/02/04 367,150 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard O. Martin, Ph.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Zubeen Shroff. We recommend that shareholders WITHHOLD votes from Zubeen Shroff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Zubeen Shroff --- Withhold 1.3 Elect Director Bruce Wesson --- For 2 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 55,600 1 Elect Directors For For Mgmt 05/13/04 - A Energy Partners, Ltd *EPL* 29270U105 03/17/04 164,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Bachmann --- For We recommend a vote FOR the directors with the exception of affiliated outsider William O. Hiltz. We recommend that shareholders WITHHOLD votes from William O. Hiltz for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John C Bumgarner --- For 1.3 Elect Director Jerry D. Carlisle --- For 1.4 Elect Director Harold D. Carter --- For 1.5 Elect Director Enoch L. Dawkins --- For 1.6 Elect Director Robert D. Gershen --- For 1.7 Elect Director William O. Hiltz --- Withhold 1.8 Elect Director John G. Phillips --- For 1.9 Elect Director Dr. Eamon M. Kelly --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 37,100 *ETM* 1 Elect Directors For For Mgmt 05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 66,800 *EVG* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Dennis R. Carlton --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider Arthur L. Smith, and insiders Mark S. Sexton and Dennis R. Carlton for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Mark S. Sexton --- Withhold 1.3 Elect Director Arthur L. Smith --- Withhold 2 Ratify Auditors For For Mgmt 04/30/04 - A Federal Signal Corp. *FSS* 313855108 03/02/04 89,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A First Bancorp(Puerto Rico) 318672102 03/16/04 54,050 *FBP* 1 Elect Directors For For Mgmt 1.1 Elect Director Angel Alvarez Perez --- For 1.2 Elect Director Jose Luis Ferrer-Canals --- For 1.3 Elect Director Sharee Ann Umpierre-Catinchi --- For 2 Elect Director Jose Menendez Cortada For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 83,500 *FMBI* 1 Elect Directors For For Mgmt 05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 68,452 1 Elect Directors For Split Mgmt 1.1 Elect Director Tom Kartsotis --- Withhold We recommend a vote FOR Donald J. Stone but WITHHOLD votes from all other nominees. We recommend that shareholders WITHHOLD votes from insider Jal S. Shroff and affiliated outsider Tom Kartsotis for failure to establish an independent nominating committee and for failure to establish majority board independence. 1.2 Elect Director Jal S. Shroff --- Withhold 1.3 Elect Director Donald J. Stone --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A Genesee & Wyoming Inc. *GWR* 371559105 03/29/04 46,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Genlyte Group, Inc. (The) 372302109 03/08/04 24,500 *GLYT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry K. Powers --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Zia Eftekhar and Larry K. Powers for failure to establish an independent nominating committee. 1.2 Elect Director Zia Eftekhar --- Withhold 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 28,200 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 38,925 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/04 - A Granite Construction Inc. 387328107 03/26/04 81,566 *GVA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rebecca A. McDonald --- For We recommend a vote FOR the directors with the exception of affiliated outsider George B. Searle. We recommend that shareholders WITHHOLD votes from George B. Searle for standing as an affiliated outsider on the Audit/Compliance and Compensation committees. 1.2 Elect Director George B. Searle --- Withhold 1.3 Elect Director William G. Dorey --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Ratify Auditors For For Mgmt 04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 57,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 84,500 *HCC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A Heartland Express, Inc. *HTLD* 422347104 03/10/04 108,345 1 Elect Directors For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 34,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 102,300 1 Elect Directors For For Mgmt 05/19/04 - A IDEXX Laboratories, Inc. 45168D104 03/22/04 25,900 *IDXX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 251,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Orrin H. Ingram II --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Orrin H. Ingram II. We recommend that shareholders WITHHOLD votes from Orrin H. Ingram II for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Michael T. Smith --- For 1.3 Elect Director Joe B. Wyatt --- For 1.4 Elect Director Howard I. Atkins --- For 04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 70,000 1 Elect Directors For For Mgmt 1.1 Elect Director Steven G. Mihaylo --- For 1.2 Elect Director J. Robert Anderson --- For 1.3 Elect Director Jerry W. Chapman --- For 1.4 Elect Director Gary D. Edens --- For 1.5 Elect Director C. Roland Haden --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 198,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 05/21/04 - A Intuitive Surgical Inc *ISRG* 46120E602 04/05/04 95,300 1 Elect Directors For For Mgmt 04/13/04 - A Investors Financial Services 461915100 02/20/04 37,668 Corp. *IFIN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 28,068 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/15/04 - A kforce, Inc. *KFRC* 493732101 04/12/04 128,403 1 Elect Directors For For Mgmt 04/29/04 - A Kos Pharmaceuticals, Inc. 500648100 03/01/04 8,660 *KOSP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Jaharis --- Withhold We recommend a vote FOR the directors with the exceptions of Adrian Adams, Robert E. Baldini, Daniel M. Bell, and Michael Jaharis. We recommend that shareholders WITHHOLD votes from Adrian Adams, Robert E. Baldini, Daniel M. Bell, and Michael Jaharis for failure to establish an independent nominating committee. 1.2 Elect Director Daniel M. Bell --- Withhold 1.3 Elect Director Robert E. Baldini --- Withhold 1.4 Elect Director Adrian Adams --- Withhold 1.5 Elect Director John Brademas, Ph. D --- For 1.6 Elect Director Steven Jaharis, M.D. --- For 1.7 Elect Director Nicholas E. Madias, M.D. --- For 1.8 Elect Director Mark Novitch, M.D. --- For 1.9 Elect Director Frederick B. Whittemore --- For 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 20.93 percent is above the allowable cap for this company of 13.39 percent. 3 Ratify Auditors For For Mgmt 05/13/04 - A Landstar System, Inc. *LSTR* 515098101 03/19/04 37,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 55,800 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 89,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/30/04 - A Littelfuse, Inc. *LFUS* 537008104 03/12/04 46,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 13,300 1 Elect Directors For For Mgmt 1.1 Elect Director Herbert T. Buchwald --- For 1.2 Elect Director Larry A. Mizel --- For 2 Prepare Sustainability Report Against For ShrHoldr Given the company's current lack of disclosure and the fact that preparation of this report will provide shareholders with a more complete view of the company's policies regarding this matter, we recommend that shareholders support this shareholder proposal. 04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 99,000 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel H. Leever --- For 1.2 Elect Director Donald G. Ogilvie --- For 1.3 Elect Director James C. Smith --- For 1.4 Elect Director Joseph M. Silvestri --- For 1.5 Elect Director T. Quinn Spitzer --- For 1.6 Elect Director Robert L. Ecklin --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 62,900 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry A. Ekl --- Withhold We recommend that shareholders WITHHOLD votes from all the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Lois B. Vasto for failure to establish a majority independent board and for standing as an affiliated outsider on the Nominating Committee. We also recommend that shareholders WITHHOLD votes from insiders Jerry A. Weberling, Thomas R. Perz, and Kenneth R. Koranda, and from affiliated outsider Terry A. Ekl for failure to establish a majority independent board. 1.2 Elect Director Kenneth R. Koranda --- Withhold 1.3 Elect Director Thomas R. Perz --- Withhold 1.4 Elect Director Lois B. Vasto --- Withhold 1.5 Elect Director Jerry A. Weberling --- Withhold 04/27/04 - A MARINE PRODUCTS CORP *MPX* 568427108 03/15/04 42,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Wilton Looney --- For We recommend a vote FOR Wilton Looney and WITHHOLD votes from insiders Gary W. Rollins and James A. Lane, Jr. We recommend that shareholders WITHHOLD votes from Gary W. Rollins and James A. Lane for failure to establish a majority independent board. 1.2 Elect Director Gary W. Rollins --- Withhold 1.3 Elect Director James A. Lane, Jr. --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 10.53 percent is within the allowable cap for this company of 19.66 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 120,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 72,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 23,050 1 Elect Directors For For Mgmt 04/22/04 - A Mercantile Bank Corp. *MBWM* 587376104 03/01/04 62,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 05/27/04 - A Metrologic Instruments, Inc. 591676101 03/31/04 31,940 *MTLG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard C. Close --- For We recommend a vote FOR the directors with the exception of affiliated outsider William Rulon-Miller. We recommend that shareholders WITHHOLD votes from William Rulon-Miller for standing as an affiliated outsider on the Audit and Compensation committees, for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director John H. Mathias --- For 1.3 Elect Director William Rulon-Miller --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 26,100 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 63,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 140,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 62,200 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Gennaro J. Fulvio --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Robert B. Hodes for standing as an affiliated outsider on the Nominating Committee and failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Gennaro J. Fulvio, Gary S. Gladstein, and Terry Hermanson for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and William D. O'Hagan, Harvey L. Carp and Robert B. Hodes for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and failing to create a majority independent board. 1.2 Elect Director Gary S. Gladstein --- Withhold 1.3 Elect Director Terry Hermanson --- Withhold 1.4 Elect Director Robert B. Hodes --- Withhold 1.5 Elect Director Harvey L. Karp --- Withhold 1.6 Elect Director William D. O'Hagan --- Withhold 2 Ratify Auditors For For Mgmt 04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 64,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 45,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/14/04 - A/S Nova Chemicals Corp. (Formerly 66977W109 03/08/04 74,900 Nova Corp.) *NCX.* 1 Elect Directors For For Mgmt 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Approve Continuation of Company For For Mgmt Under Canadian Business Corporation Act 4 Adopt New By-Laws For For Mgmt 04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 35,500 *PFCB* 1 Elect Directors For For Mgmt 1.1 Elect Director Richard L. Federico --- For 1.2 Elect Director R. Michael Welborn --- For 1.3 Elect Director James D. Shennan, Jr. --- For 1.4 Elect Director F. Lane Cardwell, Jr. --- For 1.5 Elect Director Kenneth J. Wessels --- For 1.6 Elect Director M. Ann Rhoades --- For 1.7 Elect Director Lesley H. Howe --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/27/04 - A Pacer International, Inc. 69373H106 03/01/04 81,200 *PACR* 1 Elect Directors For Split Mgmt 1.1 Elect Director P. Michael Giftos --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Bruce H. Spector and Michael S. Gross. We recommend that shareholders WITHHOLD votes from Bruce H. Spector for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee, and from Michael S. Gross for failure to establish an independent nominating committee. 1.2 Elect Director Michael S. Gross --- Withhold 1.3 Elect Director Bruce H. Spector --- Withhold 1.4 Elect Director Thomas L. Finkbiner --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 52,400 Inc. *PHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Aida Alvarez --- For We recommend a vote FOR the directors with the exception of Terry O. Hartshorn. We recommend that shareholders WITHHOLD votes from Terry O. Hartshorn for standing as an affiliated outsider on the Compensation and Nominating Committee. 1.2 Elect Director Bradley C. Call --- For 1.3 Elect Director Terry O. Hartshorn --- Withhold 1.4 Elect Director Dominic Ng --- For 1.5 Elect Director Howard G. Phanstiel --- For 1.6 Elect Director Warren E. Pinckert Ii --- For 1.7 Elect Director David A. Reed --- For 1.8 Elect Director Charles R. Rinehart --- For 1.9 Elect Director Linda Rosenstock --- For 1.10 Elect Director Lloyd E. Ross --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 63,411 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 53,300 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 40,500 *PD.* 1 Elect W.C. Dunn, Robert J.S. For For Mgmt Gibson, Murray K. Mullen, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips, Hank B. Swartout, H.Garth Wiggins as Directors 2 Ratify Auditors For For Mgmt 3 Approve 2004 Stock Option Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan and limiting director participation in the plan. However, the total cost of the company's plans of 3.54 percent is above the allowable cap for this company of 3.51 percent. 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 105,300 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Radio One, Inc. *ROIA* 75040P108 04/16/04 195,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Brian W. Mcneill --- For For the holders of Class A common stock, voting as a single class, we recommend a vote FOR the directors. For the holders of Class A and Class B common stock, voting as a single class, we recommend a vote FOR the directors with the exceptions of affiliated outsider L. Ross Love and insiders Alfred C. Liggins III and Catherine L. Hughes. We recommend that shareholders WITHHOLD votes from L. Ross Love for standing as an affiliated outsider on the Audit Committee and from Alfred C. Liggins III and Catherine L. Hughes for standing as insiders on the Nominating Committee. 1.2 Elect Director Terry L. Jones --- For 1.3 Elect Director Catherine L. Hughes --- Withhold 1.4 Elect Director Alfred C. Liggins III --- Withhold 1.5 Elect Director D. Geoffrey Armstrong --- For 1.6 Elect Director L. Ross Love --- Withhold 1.7 Elect Director Ronald E. Blaylock --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 27.33 percent is above the allowable cap for this company of 19.69 percent. 3 Ratify Auditors For For Mgmt 06/02/04 - A Red Robin Gourmet Burgers Inc 75689M101 04/05/04 24,584 *RRGB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward T. Harvey --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gary J. Singer. We recommend that shareholders WITHHOLD votes from Gary J. Singer for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Gary J. Singer --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 41,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Increase Authorized Common Stock For For Mgmt 04/16/04 - A/S Ritchie Bros. Auctioneers 767744105 03/05/04 40,100 *RBA* 1 Elect Directors For For Mgmt 2 Approve KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve 2:1 Stock Split For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt We have no qualms about the dilution factor in this case given that it is 1.5 percent of shares issued and even in conjunction with the existing stock option plan which carries potential dilution of 2.4 percent, the total dilution is under 4 percent. Nevertheless our concern lies in the large discount afforded in the purchase of these shares of effectively 50 percent as we see it. As employees are allowed to contribute 100 percent of their performance bonus to the plan and the entire contribution is in effect 're-imbursed in cash', this amounts to a 50 percent discount. We further note that we consider the aforesaid plan to be an inappropriate proxy for a pension plan and thus do not appraise it on such a basis. We oppose this resolution. 05/06/04 - A RLI Corp. *RLI* 749607107 03/08/04 48,783 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 32,800 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Jellison --- For 1.2 Elect Director W. Lawrence Banks --- For 1.3 Elect Director David W. Devonshire --- For 1.4 Elect Director John F. Fort III --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 54,700 International Inc. *SWM* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 72,150 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A Select Comfort Corporation 81616X103 04/02/04 17,430 *SCSS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 132,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry C. Atkin --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Sidney J. Atkin, Steven F. Udvar-Hazy, and J. Ralph Atkin. We recommend that shareholders WITHHOLD votes from Sidney J. Atkin for standing as affiliated outsider on the Compensation and Nominating & Governance committees, Steven F. Udvar-Hazy for standing as affiliated outsider on the Compensation Committee, and J. Ralph Atkin for standing as affiliated outsider on the Compensation Committee. 1.2 Elect Director J. Ralph Atkin --- Withhold 1.3 Elect Director Steven F. Udvar-Hazy --- Withhold 1.4 Elect Director Ian M. Cumming --- For 1.5 Elect Director W. Steve Albrecht --- For 1.6 Elect Director Mervyn K. Cox --- For 1.7 Elect Director Sidney J. Atkin --- Withhold 1.8 Elect Director Hyrum W. Smith --- For 1.9 Elect Director Robert G. Sarver --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 66,900 Co. *SM* 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt 05/20/04 - A Steel Dynamics, Inc. *STLD* 858119100 03/15/04 76,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Keith E. Busse --- For We recommend a vote FOR the directors with the exception of independent outsider Richard J. Freeland. We recommend that shareholders WITHHOLD votes from Richard J. Freeland for poor attendance. 1.2 Elect Director Mark D. Millett --- For 1.3 Elect Director Richard P. Teets, Jr. --- For 1.4 Elect Director John C. Bates --- For 1.5 Elect Director Paul B. Edgerley --- For 1.6 Elect Director Richard J. Freeland --- Withhold 1.7 Elect Director Naoki Hidaka --- For 1.8 Elect Director James E. Kelley --- For 1.9 Elect Director Dr. Jurgen Kolb --- For 1.10 Elect Director Joseph D. Ruffolo --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 04/30/04 - A Stewart Information Services 860372101 03/02/04 30,900 Corp. *STC* 1 Elect Directors For For Mgmt 06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 92,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Eliminate Class of Preferred Stock For For Mgmt 06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 32,454 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 76,900 *MTW* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 25,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Braithwaite --- Withhold We recommend a vote FOR the directors with the exception of Harry H. Nick and James C. Braithwaite. We recommend that shareholders WITHHOLD votes from Harry H. Nick for standing as an affiliated outsider on the Audit, Compensation and Nominating Committees and for failure to establish a majority independent board and from James C. Braithwaite for failure to establish a majority independent board. 1.2 Elect Director Joseph B. Gildenhorn --- For 1.3 Elect Director Harry H. Nick --- Withhold 1.4 Elect Director Robert P. Pincus --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive High Performance For For Mgmt Program 05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 145,829 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 43,540 *TLGD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard H. Heibel --- For We recommend that shareholders vote FOR Richard H. Heibel, but WITHHOLD votes from affiliated outsider Robert W. Kampmeinert. We recommend that shareholders WITHHOLD votes from Robert W. Kampmeinert for standing as an affiliated outsider on the Compensation committee and for failure to establish a majority independent board. 1.2 Elect Director Robert W. Kampmeinert --- Withhold 05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 70,200 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- For We recommend a vote FOR the directors with the exception of affiliated outsider Henry Groppe. We recommend that shareholders WITHHOLD votes from Henry Groppe for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Henry Groppe --- Withhold 1.3 Elect Director Edward W. LeBaron, Jr. --- For 1.4 Elect Director James D. Lightner --- For 1.5 Elect Director John C. Linehan --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director James B. Wallace --- For 1.8 Elect Director Robert H. Whilden, Jr. --- For 2 Increase Authorized Common Stock For For Mgmt 06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 132,400 1 Elect Directors For For Mgmt 1.1 Elect Director RoAnn Costin --- For 1.2 Elect Director John H. Eyler, Jr. --- For 1.3 Elect Director Roger N. Farah --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Cinda A. Hallman --- For 1.6 Elect Director Calvin Hill --- For 1.7 Elect Director Nancy Karch --- For 1.8 Elect Director Norman S. Matthews --- For 1.9 Elect Director Arthur B. Newman --- For 1.10 Elect Director Frank R. Noonan --- For 2 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 57,400 1 Elect Directors For For Mgmt 2 Amend Certificate to Remove For For Mgmt Anti-Takeover Provision 3 Ratify Auditors For For Mgmt 05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 84,000 1 Elect Directors For For Mgmt 1.1 Elect Michael D. Watford as a Director --- For 1.2 Elect William C. Helton as a Director --- For 1.3 Elect James E. Nielson as a Director --- For 1.4 Elect Robert E. Rigney as a Director --- For 1.5 Elect James C. Roe as a Director --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Other Business For Against Mgmt As we can not know the content of these issues, we cannot recommend that shareholders approve this request. 05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 80,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard M. Adams --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders F.T. Graff, Jr. and H. Smoot Fahlgren, and independent outsider W. Gaston Caperton, III. We recommend that shareholders WITHHOLD votes from W. Gaston Caperton, III for poor attendance, and F.T. Graff, Jr. and H. Smoot Fahlgren for standing as affiliated outsiders on the Compensation and Nominating & Governance Committees. 1.2 Elect Director Robert G. Astorg --- For 1.3 Elect Director Thomas J. Blair, III --- For 1.4 Elect Director Harry L. Buch --- For 1.5 Elect Director W. Gaston Caperton, III --- Withhold 1.6 Elect Director Lawrence K. Doll --- For 1.7 Elect Director H. Smoot Fahlgren --- Withhold 1.8 Elect Director Theodore J. Georgelas --- For 1.9 Elect Director F.T. Graff, Jr. --- Withhold 1.10 Elect Director Russell L. Isaacs --- For 1.11 Elect Director John M. Mcmahon --- For 1.12 Elect Director J. Paul Mcnamara --- For 1.13 Elect Director G. Ogden Nutting --- For 1.14 Elect Director William C. Pitt, III --- For 1.15 Elect Director I. N. Smith, Jr. --- For 1.16 Elect Director James G. Tardiff --- For 1.17 Elect Director Mary K. Weddle --- For 1.18 Elect Director P. Clinton Winter, Jr. --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/13/04 - A United Defense Inds Inc *UDI* 91018B104 02/13/04 61,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank C. Carlucci --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders John M. Shalikashvili and Frank C. Carlucci. We recommend that shareholders WITHHOLD votes from John M. Shalikashvili and Frank C. Carlucci for poor attendance. 1.2 Elect Director Peter J. Clare --- For 1.3 Elect Director William E. Conway, Jr. --- For 1.4 Elect Director C. Thomas Faulders, III --- For 1.5 Elect Director Robert J. Natter --- For 1.6 Elect Director J. H. Binford Peay, III --- For 1.7 Elect Director Thomas W. Rabaut --- For 1.8 Elect Director Francis Raborn --- For 1.9 Elect Director John M. Shalikashvili --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A United Surgical Partners 913016309 03/12/04 120,700 International Inc *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Ventana Medical Systems, Inc. 92276H106 03/19/04 70,000 *VMSI* 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt 05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 53,300 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Preferred Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 202,423 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Winston Hotels, Inc. *WXH* 97563A102 03/10/04 115,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 44,100 *WTFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Wolverine World Wide, Inc. 978097103 03/01/04 69,800 *WWW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 38,250 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT SMALL CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- -------------------------------- ----------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 7,500 1 Elect Directors For Split 1.1 Elect Director Carl J. Conti --- For 1.2 Elect Director Victoria L. Cotten --- For 1.3 Elect Director Lucie J. Fjeldstad --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.4 Elect Director Joseph S. Kennedy --- For 1.5 Elect Director Ilene H. Lang --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.6 Elect Director Robert J. Loarie --- Withhold 1.7 Elect Director Robert N. Stephens --- For WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.8 Elect Director Dr. Douglas E. Van Houweling --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 08/14/03 - A Advanced Marketing Services, 00753T105 06/30/03 1,300 Inc. *MKT* 1 Elect Directors For For 1.1 Elect Director Charles C. Tillinghast --- For 1.2 Elect Director Michael M. Nicita --- For 1.3 Elect Director Loren C. Paulsen --- For 2 Amend Omnibus Stock Plan For Against 3 Ratify Auditors For For 07/15/03 - S Allen Telecom Inc. 018091108 05/27/03 2,100 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 08/26/03 - A Alliance Semiconductor Corp. 01877H100 07/15/03 2,500 *ALSC* 1 Elect Directors For Split 1.1 Elect Director Juan A. Benitez --- For 1.2 Elect Director Sanford L. Kane --- For 1.3 Elect Director Jon B. Minnis --- Withhold WITHHOLD votes from Jon B. Minnis for poor attendance. 1.4 Elect Director C.N. Reddy --- Withhold WITHHOLD votes from C.N. Reddy for failure to establish an independent nominating committee. 1.5 Elect Director N. Damodar Reddy --- Withhold WITHHOLD votes from N. Damodar Reddy for failure to establish an independent nominating committee. 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 2,662 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 07/22/03 - A Anchor BanCorp Wisconsin, Inc. 032839102 05/30/03 1,700 *ABCW* 1 Elect Directors For For 2 Ratify Auditors For For 08/07/03 - A Arctic Cat, Inc. *ACAT* 039670104 06/13/03 1,500 1 Elect Directors For Split 1.1 Elect Director William G. Ness --- Withhold WITHHOLD votes from William G. Ness for standing as an insider on the Nominating Committee. 1.2 Elect Director Gregg A. Ostrander --- For 07/24/03 - A Audiovox Corp. *VOXX* 050757103 06/10/03 1,500 1 Elect Directors For Split 1.1 Elect Director Paul C. Kreuch, Jr. as Class A Director --- For For the holders of Class A common stock, we recommend that shareholders vote FOR the directors with the exemption of insiders Richard A. Maddia , Ann M. Boutcher , Patrick M. Lavelle , Charles M. Stoehr , Philip Christopher , and John J. Shalam for failure to establish an independent nominating committee. For the holders of Class B common stock, we recommend that shareholders WITHHOLD votes from all nominees. We recommend that shareholders WITHHOLD votes from Richard A. Maddia , Ann M. Boutcher , Patrick M. Lavelle , Charles M. Stoehr , Philip Christopher , and John J. Shalam for failure to establish an independent nominating committee 1.2 Elect Director Dennis F. McManus as Class A Director --- For 1.3 Elect Director Irving Halevy as Class A Director --- For 1.4 Elect Director Peter A. Lesser as Class A Director --- For 1.5 Elect Director John J. Shalam as Class A and Class B Director --- Withhold 1.6 Elect Director Philip Christopher as Class A and Class B Director --- Withhold 1.7 Elect Director Charles M. Stoehr as Class A and Class B Director --- Withhold 1.8 Elect Director Patrick M. Lavelle as Class A and Class B Director --- Withhold 1.9 Elect Director Ann M. Boutcher as Class A and Class B Director --- Withhold 1.10 Elect Director Richard A. Maddia as Class A and Class B Director --- Withhold 07/31/03 - A Bally Total Fitness Holding 05873K108 06/24/03 2,300 Corp. *BFT* 1 Elect Directors For For Shareholder Proposal 2 Separate Chairman and CEO Positions Against Against Management Proposal 3 Other Business For Against 07/31/03 - A Barra, Inc. *BARZ* 068313105 06/03/03 1,350 1 Elect Directors For For 2 Amend Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 08/12/03 - A Black Box Corp. *BBOX* 091826107 06/13/03 1,400 1 Elect Directors For Split 1.1 Elect Director William F. Andrews --- For We recommend a vote FOR the directors with the exception of William R. Newlin. We recommend that shareholders WITHHOLD votes from William R. Newlin for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Thomas W. Golonski --- For 1.3 Elect Director Thomas G. Greig --- For 1.4 Elect Director William R. Newlin --- Withhold 1.5 Elect Director Brian D. Young --- For 1.6 Elect Director Fred C. Young --- For 2 Amend Stock Option Plan For For 3 Amend Non-Employee Director Stock For For Option Plan 4 Ratify Auditors For For 09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 3,500 *CASY* 1 Elect Directors For Split 1.1 Elect Director Donald F. Lamberti --- For 1.2 Elect Director John G. Harmon --- For 1.3 Elect Director Kenneth H. Haynie --- Withhold WITHHOLD votes from Kenneth H. Haynie for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.4 Elect Director John P. Taylor --- For 1.5 Elect Director Ronald M. Lamb --- For 1.6 Elect Director John R. Fitzgibbon --- For 1.7 Elect Director Patricia Clare Sullivan --- For 07/30/03 - A Christopher & Banks Corp *CBK* 171046105 05/30/03 1,800 1 Elect Directors For For 1.1 Elect Director William J. Prange --- For We recommend a vote FOR the directors. 1.2 Elect Director James J. Fuld, Jr. --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For Against 07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 900 *CGX* 1 Elect Directors For For 08/06/03 - A DRS Technologies, Inc. 23330X100 06/20/03 1,600 1 Elect Directors For Split 1.1 Elect Director Mark N. Kaplan --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Mark N. Kaplan. We recommend that shareholders WITHHOLD votes from Mark N. Kaplan for standing as an affiliated outsider on the Compensation and Corporate Governance & Nominating committees. 1.2 Elect Director Ira Albom --- For 1.3 Elect Director General Dennis J. Reimer, USA (Ret.) --- For 2 Ratify Auditors For For 09/04/03 - A Exar Corporation *EXAR* 300645108 07/11/03 2,800 1 Elect Director Dr. Frank P. Carrubba For For 2 Amend Non-Employee Director Stock For For Option Plan 08/11/03 - S FEI Company *FEIC* 30241L109 06/20/03 2,300 1 Increase Authorized Common Stock For For 09/09/03 - A Fleetwood Enterprises, Inc. 339099103 07/14/03 2,500 *FLE* 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 09/04/03 - A Frontier Airlines, Inc. *FRNT* 359065109 07/01/03 2,000 1 Elect Directors For Split 1.1 Elect Director Samuel D. Addoms --- Withhold WITHHOLD votes from Samuel D. Addoms for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director Hank Brown --- For 1.3 Elect Director D. Dale Browning --- For 1.4 Elect Director Paul S. Dempsey --- For 1.5 Elect Director William B. McNamara --- For 1.6 Elect Director B. LaRae Orullian --- For 1.7 Elect Director Jeff S. Potter --- For 1.8 Elect Director James B. Upchurch --- For 2 Approve Omnibus Stock Plan For Against 09/17/03 - S GBC Bancorp *GBCB* 361475106 07/28/03 800 1 Approve Merger Agreement For For 09/18/03 - A Gerber Scientific, Inc. *GRB* 373730100 07/11/03 1,500 1 Elect Directors For For 1.1 Elect Director William Jerome Vereen --- For 1.2 Elect Director Marc T. Giles --- For 1.3 Elect Director John R. Lord --- For 1.4 Elect Director Randall D. Ledford, Ph.D. --- For 1.5 Elect Director Edward G. Jepsen --- For 2 Approve Omnibus Stock Plan For For 3 Approve Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Declassify the Board of Directors Against Against 08/18/03 - A Global Imaging Systems Inc. 37934A100 06/19/03 1,500 *GISX* 1 Elect Directors For For 1.1 Elect Director Daniel T. Hendrix --- For 1.2 Elect Director M. Lazane Smith --- For 2 Amend Omnibus Stock Plan For For 07/16/03 - A Great Atlantic & Pacific Tea 390064103 05/22/03 2,700 Co., Inc. (The) *GAP* 1 Elect Directors For Split 1.1 Elect Director John D. Barline --- For 1.2 Elect Director Rosemarie Baumeister --- Withhold WITHHOLD votes from Rosemarie Baumeister for standing as an affiliated outsider on the Compensation Committee. 1.3 Elect Director Bobbie Andrea Gaunt --- For 1.4 Elect Director Christian W.E. Haub --- For 1.5 Elect Director Helga Haub --- For 1.6 Elect Director Dan Plato Kourkoumelis --- For 1.7 Elect Director Edward Lewis --- For 1.8 Elect Director Richard L. Nolan --- For 1.9 Elect Director Maureen B. Tart-Bezer --- For Shareholder Proposals 2 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 3 Rotate Annual Meeting Location Against Against 07/22/03 - A Haemonetics Corp. *HAE* 405024100 06/03/03 1,700 1 Elect Directors For For 2 Ratify Auditors For For 07/11/03 - A Inamed Corp. *IMDC* 453235103 05/30/03 1,600 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Restricted Stock Plan For For 4 Amend Non-Employee Director Omnibus For For Stock Plan 5 Ratify Auditors For For 6 Other Business For Against 09/03/03 - A Jakks Pacific, Inc. *JAKK* 47012E106 07/08/03 1,700 1 Elect Directors For Split 1.1 Elect Director Jack Friedman --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Stephen G. Berman --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.3 Elect Director David C. Blatte --- For 1.4 Elect Director Robert E. Glick --- For 1.5 Elect Director Michael G. Miller --- For 1.6 Elect Director Murray L. Skala --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 2 Ratify Auditors For For 3 Other Business For Against 08/12/03 - A La-Z-Boy Inc. *LZB* 505336107 06/25/03 4,000 1 Elect Directors For For 2 Amend Non-Employee Director For For Restricted Stock Plan 07/11/03 - A Lone Star Steakhouse & Saloon, 542307103 05/29/03 1,500 Inc. *STAR* 1 Elect Directors For For 2 Ratify Auditors For For 07/10/03 - A Meade Instruments Corp. *MEAD* 583062104 05/20/03 1,300 1 Elect Directors For Split 1.1 Elect Director Steven G. Murdock --- For We recommend a vote FOR Steven G. Murdock but WITHHOLD votes from Audit Committee member Harry L. Casari for paying excessive non-audit fees. 1.2 Elect Director Harry L. Casari --- Withhold 09/10/03 - A Mentor Corp. *MNT* 587188103 07/14/03 3,200 1 Fix Number of and Elect Directors For For 1.1 Fix Number of and Elect Director Christopher J. Conway --- For 1 1 Elect Directors For For 1.2 Elect Director Eugene G. Glover --- For 1.3 Elect Director Walter W. Faster --- For 1.4 Elect Director Michael Nakonechny --- For 1.5 Elect Director Dr. Richard W. Young --- For 1.6 Elect Director Ronald J. Rossi --- For 1.7 Elect Director Jeffrey W. Ubben --- For 2 Allow Board to Fix Number of For Against Directors Without Shareholder Approval 3 Ratify Auditors For For 4 Other Business For Against 07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 2,500 *METHA* 1 Approve Tender Offer to Purchase All For For Outstanding Shares of Class B common Stock 07/08/03 - A Nash Finch Co. *NAFC* 631158102 05/13/03 800 1 Elect Directors For For 07/08/03 - A Nautica Enterprises, Inc. 639089101 05/29/03 2,300 DISSIDENT PROXY (GREEN CARD) 1 Elect Directors (Opposition Slate) For For 2 Elect Directors (Opposition Slate) For For 3 Ratify Auditors For For 4 Authorize stockholders holding 10% For For or more of common stock to call special meetings MANAGEMENT PROXY (WHITE CARD) 1 Elect Directors For DoNotVote 2 Ratify Auditors For DoNotVote 08/27/03 - S Nautica Enterprises, Inc. 639089101 08/04/03 2,300 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 08/12/03 - A Network Equipment 641208103 06/30/03 1,500 Technologies, Inc. *NWK* 1 Elect Directors For Split 1.1 Elect Director David R. Laube --- For 1.2 Elect Director Hubert A.J. Whyte --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For Against 4 Amend Employee Stock Purchase Plan For For 09/10/03 - S New Century Financial Corp. 64352D101 07/25/03 2,550 *NCEN* 1 Increase Authorized Common Stock For For 08/26/03 - A Northwestern Corp. *NTHWQ* 668074107 06/27/03 2,600 1 Increase Authorized Common Stock, For For Adjust Par Value of Common Stock, Eliminate Class of Preferred Stock & Authorize New Class of Preferred Stock 2 Elect Directors For For 3 Ratify Auditors For For 09/15/03 - A Offshore Logistics, Inc. *OLG* 676255102 07/17/03 1,600 1 Elect Directors For For 1.1 Elect Director Peter N. Buckley --- For 1.2 Elect Director Stephen J. Cannon --- For 1.3 Elect Director Jonathan H. Cartwright --- For 1.4 Elect Director David M. Johnson --- For 1.5 Elect Director Kenneth M. Jones --- For WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.6 Elect Director Pierre H. Jungels, CBE --- For 1.7 Elect Director George M. Small --- For 1.8 Elect Director Ken C. Tamblyn --- For 1.9 Elect Director Robert W. Waldrup --- For 1.10 Elect Director Howard Wolf --- For 2 Approve Non-Employee Director Stock For For Option Plan 07/17/03 - A Park Electrochemical Corp. 700416209 05/21/03 1,400 *PKE* 1 Elect Directors For Split 1.1 Elect Director Mark S. Ain --- For We recommend that shareholders vote FOR Mark S. Ain, but WITHHOLD votes from all other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsiders Lloyd Frank and Anthony Chiesa for standing as affiliated outsiders on the Audit and Compensation committees and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from affiliated outsider Jerry Shore for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee and insider Brian E. Shore for failure to establish an independent nominating committee. 1.2 Elect Director Anthony Chiesa --- Withhold 1.3 Elect Director Lloyd Frank --- Withhold 1.4 Elect Director Brian E. Shore --- Withhold 1.5 Elect Director Jerry Shore --- Withhold 07/29/03 - A Pioneer-Standard Electronics, 723877106 06/06/03 2,200 Inc. 1 Elect Directors For For 09/12/03 - S Pioneer-Standard Electronics, 723877106 07/31/03 2,200 Inc. 1 Change Company Name For For 09/26/03 - A Polymedica Corp. *PLMD* 731738100 08/08/03 900 1 Elect Directors For For 1.1 Elect Director Daniel S. Bernstein, M.D. --- For We recommend a vote FOR the directors with the exception of independent director Walter R. Maupay, Jr.. We recommend that shareholders WITHHOLD votes from Audit Committee member Walter R. Maupay, Jr. for paying excessive non-audit fees. 1.2 Elect Director Herbert A. Denton --- For 1.3 Elect Director Walter R. Maupay, Jr. --- For 2 Ratify Auditors For For 07/24/03 - A Radiant Systems, Inc. *RADS* 75025N102 06/16/03 1,900 1 Elect Directors For Withhold 1.1 Elect Director Erez Goren --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Erez Goren for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee, and insider Alon Goren for failure to establish an independent nominating committee. 1.2 Elect Director Alon Goren --- Withhold 09/18/03 - A Roxio, Inc. *ROXI* 780008108 07/24/03 1,900 1 Elect Directors For Split 1.1 Elect Director Joseph C. Kaczorowski --- Withhold We recommend a vote FOR the directors with the exception of Joseph C. Kaczorowski. We recommend that shareholders WITHHOLD votes from Joseph C. Kaczorowski for poor attendance. 1.2 Elect Director Brian C. Mulligan --- For 2 Approve Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 08/26/03 - A School Specialty, Inc. *SCHS* 807863105 07/07/03 1,300 1 Elect Directors For Split 1.1 Elect Director David J. Vander Zanden --- Withhold WITHHOLD votes from insider David J. Vander Zanden for failure to establish an independent nominating committee. 1.2 Elect Director Rochelle Lamm --- For 2 Ratify Auditors For For 09/22/03 - A Skyline Corp. *SKY* 830830105 07/17/03 600 1 Elect Directors For For 07/24/03 - A Sola International Inc. *SOL* 834092108 06/12/03 1,700 1 Elect Directors For Split 1.1 Elect Director Jeremy C. Bishop --- For We recommend a vote FOR the directors with the exception of affiliated outsider Maurice J. Cunniffe. We recommend that shareholders WITHHOLD votes from Maurice J. Cunniffe for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director Maurice J. Cunniffe --- Withhold 1.3 Elect Director Douglas D. Danforth --- For 1.4 Elect Director Neil E. Leach --- For 1.5 Elect Director Robert A. Muh --- For 1.6 Elect Director Jackson L. Schultz --- For 07/09/03 - A Standard Microsystems Corp. 853626109 05/16/03 1,100 *SMSC* 1 Elect Directors For For 1.1 Elect Director Robert M. Brill --- For We recommend a vote FOR the directors. 1.2 Elect Director James A. Donahue --- For 2 Approve Omnibus Stock Plan For Against 3 Approve Non-Employee Director Stock For For Option Plan 4 Ratify Auditors For For 08/15/03 - A Supertex, Inc. *SUPX* 868532102 06/20/03 900 1 Elect Directors For Split 1.1 Elect Director Henry C. Pao --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider Elliott Schlam and insiders Richard E. Siegel, Benedict C. K. Choy, and Henry C. Pao. We recommend that shareholders WITHHOLD votes from Elliott Schlam for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish an independent nominating committee and Richard E. Siegel, Benedict C. K. Choy, and Henry C. Pao for failure to establish an independent nominating committee. 1.2 Elect Director Benedict C. K. Choy --- Withhold 1.3 Elect Director Richard E. Siegel --- Withhold 1.4 Elect Director W. Mark Loveless --- For 1.5 Elect Director Elliott Schlam --- Withhold 1.6 Elect Director Milton Feng --- For 2 Ratify Auditors For For 09/04/03 - A TALX Corporation *TALX* 874918105 07/14/03 900 1 Elect Directors For For 2 Ratify Auditors For For 07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 2,800 1 Elect Directors For Split 1.1 Elect Director George Zimmer --- For 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- Withhold WITHHOLD votes from Rinaldo S. Brutoco for standing as an affiliated outsider on the Compensation and Nominating and Corporate Governance committees. 1.4 Elect Director Michael L. Ray, Ph.D. --- Withhold WITHHOLD votes from Audit Committee member Michael L. Ray, Ph.D. for paying excessive non-audit fees. 1.5 Elect Director Sheldon I. Stein --- Withhold WITHHOLD votes from Audit Committee member Sheldon I. Stein for paying excessive non-audit fees. 1.6 Elect Director Kathleen Mason --- Withhold WITHHOLD votes from Audit Committee member Kathleen Mason for paying excessive non-audit fees. Shareholder Proposal 2 Implement and Monitor Code of Against Against Corporate Conduct - ILO Standards Management Proposal 3 Ratify Auditors For Against 08/21/03 - A Thomas Nelson, Inc. *TNM* 640376109 06/23/03 1,000 1 Elect Directors For For 1.1 Elect Director S. Joseph Moore as CLass Two Director --- For 1.2 Elect Director Millard V. Oakley as Class Two Director --- For 1.3 Elect Director Ronald W. Blue as Class One Director --- For 2 Approve Omnibus Stock Plan For For 08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 2,800 1 Elect Directors For For 1.1 Elect Director Brian J. Farrell --- For 1.2 Elect Director Lawrence Burstein --- For 1.3 Elect Director Brian Dougherty --- For 1.4 Elect Director James L. Whims --- For 1.5 Elect Director L. Gregory Ballard --- For 1.6 Elect Director Henry T. DeNero --- For 2 Ratify Auditors For For 3 Amend Stock Option Plan For For 4 Approve Option Exchange Program For For 07/21/03 - A Triumph Group, Inc. *TGI* 896818101 05/30/03 1,100 1 Elect Directors For Split 1.1 Elect Director Richard C. Ill --- Withhold We recommend a vote FOR the directors with the exception of insider Richard C. Ill for standing as an insider on the Nominating Committee. 1.2 Elect Director John R. Bartholdson --- For 1.3 Elect Director Richard C. Gozon --- For 1.4 Elect Director Claude F. Kronk --- For 1.5 Elect Director Joseph M. Silvestri --- For 1.6 Elect Director William O. Albertini --- For 1.7 Elect Director George S. Simpson --- For 2 Ratify Auditors For For 09/11/03 - A ViaSat, Inc. *VSAT* 92552V100 07/20/03 1,800 1 Elect Directors For For 1.1 Elect Director Dr. Robert W. Johnson --- For 1.2 Elect Director William A. Owens --- For 2 Amend Omnibus Stock Plan For For 09/29/03 - A Vital Signs, Inc. *VITL* 928469105 08/29/03 900 1 Elect Directors For Split 1.1 Elect Director David J. Bershad --- For We recommend a vote FOR the directors with the exception of Anthony J. Dimun, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Anthony J. Dimun --- Withhold 1.3 Elect Director Howard W. Donnelly --- For 1.4 Elect Director Richard L. Robbins --- For 1.5 Elect Director George A. Schapiro --- For 2 Approve Stock Option Plan For For 08/05/03 - A Wellman, Inc. *WLM* 949702104 07/01/03 2,200 1 Elect Directors For Split 1.1 Elect Director James B. Baker as Common Stock Director --- For 1.2 Elect Director Clifford J. Christenson as Common Stock Director --- For 1.3 Elect Director Thomas M. Duff as Common Stock Director --- For 1.4 Elect Director Richard F. Heitmiller as Common Stock Director --- For 1.5 Elect Director Gerard J. Kerins as Common Stock Director --- For 1.6 Elect Director James E. Rogers as Common Stock Director --- For 1.7 Elect Director Marvin O. Schlanger as Common Stock Director --- For 1.8 Elect Director Roger A. Vanderberg as Common Stock Director --- For 1.9 Elect Director David A. Barr as Preferred Stock Director --- None 1.10 Elect Director Oliver M. Goldstein as Preferred Stock Director --- None 2 Ratify Auditors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT SMALL CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/04/03 - A A. Schulman, Inc. *SHLM* 808194104 10/14/03 2,100 1 Elect Directors For For 2 Ratify Auditors For For 10/08/03 - A AAR Corp. *AIR* 000361105 08/13/03 2,200 1 Elect Directors For For 11/25/03 - A Accredo Health, Inc. *ACDO* 00437V104 09/30/03 3,475 1 Elect Directors For For 2 Ratify Auditors For For 12/18/03 - A Acuity Brands, Inc. *AYI* 00508Y102 10/23/03 3,000 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/06/03 - A Aeroflex, Inc. *ARXX* 007768104 10/09/03 4,700 1 Elect Directors For For 10/21/03 - A Applied Industrial 03820C105 08/25/03 1,300 Technologies, Inc. *AIT* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For For Deferred Compensation Plan 4 Approve Deferred Compensation Plan For For This proposal does not place a cap on the number of shares which may be issued under the plan. Furthermore, the company does not limit the amounts which may be deferred to executives. Under the term of the plan, executives may defer awards received under any incentive plans or performance grant program. Since we have no method of determining the potential dilution to the shareholders, we cannot support this proposal. 10/15/03 - A Briggs & Stratton Corp. *BGG* 109043109 08/21/03 1,500 1 Elect Directors For For 11/06/03 - A Buckeye Technologies Inc. *BKI* 118255108 09/08/03 2,500 1 Elect Directors For Split 1.1 Elect Director Red Cavaney --- For We recommend a vote FOR Red Cavaney but WITHHOLD votes from insider David B. Ferraro for failure to establish an independent nominating committee. 1.2 Elect Director David B. Ferraro --- Withhold 2 Ratify Auditors For For 10/30/03 - A Burlington Coat Factory 121579106 09/12/03 3,200 Warehouse Corp. *BCF* 1 Elect Directors For Split 1.1 Elect Director Monroe G. Milstein --- Withhold We recommend a vote FOR the directors with the exceptions of Mark A. Nesci, Stephen E. Milstein, Andrew R. Milstein, and Monroe G. Milstein. We recommend that shareholders WITHHOLD votes from Mark A. Nesci, Stephen E. Milstein, Andrew R. Milstein, and Monroe G. Milstein for failure to establish an independent nominating and compensation committees. 1.2 Elect Director Andrew R. Milstein --- Withhold 1.3 Elect Director Harvey Morgan --- For 1.4 Elect Director Stephen E. Milstein --- Withhold 1.5 Elect Director Mark A. Nesci --- Withhold 1.6 Elect Director Irving Drillings --- For 1.7 Elect Director Roman Ferber --- For 2 Approve Stock Awards for Audit For For Committee Members 3 Ratify Auditors For For 10/14/03 - A C-COR.net Corporation *CCBL* 125010108 09/05/03 2,500 1 Elect Directors For For 2 Ratify Auditors For For 12/09/03 - A Cable Design Technologies Corp. 126924109 10/22/03 3,150 *CDT* 1 Elect Directors For Split 1.1 Elect Director Bryan C. Cressey --- For 1.2 Elect Director Lance C. Balk --- Withhold WITHHOLD votes from Lance C. Balk for standing as an affiliated outsider on the Nominating Committee. 1.3 Elect Director George Graeber --- For 1.4 Elect Director Michael F.O. Harris --- For 1.5 Elect Director Glenn Kalnasy --- For 1.6 Elect Director Ferdinand Kuznik --- For 1.7 Elect Director Richard C. Tuttle --- For 2 Ratify Auditors For For 11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 2,100 1 Elect Directors For For 2 Ratify Auditors For For 12/09/03 - A Datascope Corp. *DSCP* 238113104 10/24/03 1,100 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 11/06/03 - A DIMON Inc. *DMN* 254394109 09/08/03 3,100 1 Elect Directors For For 1.1 Elect Director Hans B. Amell as Class I Director --- For 1.2 Elect Director R. Stuart Dickson as Class III Director --- For 1.3 Elect Director Henry F. Frigon as Class III Director --- For 1.4 Elect Director C. Richard Green, Jr. as Class I Director --- For 1.5 Elect Director John M. Hines as Class III Director --- For 1.6 Elect Director James E. Johnson, Jr. as Class III Director --- For 1.7 Elect Director Thomas F. Keller as Class III Director --- For 1.8 Elect Director Norman A. Scher as Class II Director --- For 1.9 Elect Director William R. Slee as Class II Director --- For 2 Approve Omnibus Stock Plan For For 10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 1,500 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/04/03 - A DuPont Photomasks, Inc. *DPMI* 26613X101 09/05/03 1,300 1 Elect Directors For Withhold 1.1 Elect Director E. James Prendergast --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from E. James Prendergast for standing as an insider on the Nominating Committee and Audit Committee member William T. Siegle for paying excessive non-audit fees. 1.2 Elect Director William T. Siegle --- Withhold 2 Ratify Auditors For Against 10/30/03 - A Electro Scientific Industries, 285229100 09/04/03 1,900 Inc. *ESIO* 1 Elect Directors For Split 1.1 Elect Director Richard J. Faubert --- For We recommend a vote FOR the directors with the exceptions of Robert R. Walker and Frederick A. Ball. We recommend that shareholders WITHHOLD votes from Audit Committee members Robert R. Walker and Frederick A. Ball for paying excessive non-audit fees. 1.2 Elect Director Keith L. Thomson --- For 1.3 Elect Director Jon D. Tompkins --- For 1.4 Elect Director Frederick A. Ball --- Withhold 1.5 Elect Director Robert R. Walker --- Withhold 2 Amend Stock Option Plan For For 10/28/03 - A ELKCORP *ELK* 287456107 09/02/03 1,400 1 Elect Directors For For 2 Ratify Auditors For For 11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 2,700 *ETH* 1 Elect Director Frank G. Wisner For For 2 Ratify Auditors For For 11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 2,800 1 Increase Authorized Common Stock For For 12/09/03 - A Financial Federal Corp. *FIF* 317492106 10/22/03 1,300 1 Elect Directors For For 2 Ratify Auditors For For 11/06/03 - A G&K Services, Inc. *GKSRA* 361268105 09/10/03 1,500 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Declassify the Board of Directors Against Against 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 2,640 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/12/03 - A Harman International 413086109 09/15/03 2,400 Industries, Inc. *HAR* 1 Elect Directors For For 2 Approve Stock Split For For 11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 2,700 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/13/03 - A Intermagnetics General Corp. 458771102 09/22/03 1,223 *IMGC* 1 Elect Directors For For 1.1 Elect Director Michael E. Hoffman --- For 1.2 Elect Director Thomas L. Kempner --- For 1.3 Elect Director Dr. Sheldon Weinig --- For 2 Amend Omnibus Stock Plan For For 11/20/03 - A JLG Industries, Inc. *JLG* 466210101 10/01/03 3,100 1 Elect Directors For Split 1.1 Elect Director Roy V. Armes --- Withhold We recommend a vote FOR the directors with the exception of Roy V. Armes. We recommend that shareholders WITHHOLD votes from Roy V. Armes for poor attendance. 1.2 Elect Director George R. Kempton --- For 1.3 Elect Director William M. Lasky --- For 1.4 Elect Director James A. Mezera --- For 1.5 Elect Director Stephen Rabinowitz --- For 1.6 Elect Director Raymond C. Stark --- For 1.7 Elect Director Thomas C. Wajnert --- For 1.8 Elect Director Charles O. Wood, III --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/04/03 - S Jo-Ann Stores, Inc. *JAS* 47758P109 09/10/03 1,400 1 To Reclassify Shares of Common Stock For Against 11/04/03 - S Jo-Ann Stores, Inc. *JAS* 47758P109 09/10/03 1,400 1 To Reclassify Shares of Common Stock For For 2 Increase Percentage of Shares For Against Required to Call Special Meeting 3 Require Advanced Notice of Proposal For Against or Director Nomination 4 Adopt or Increase Supermajority For Against Vote Requirement for Amendments 5 Adopt or Increase Supermajority For Against Vote Requirement for Amendments 12/11/03 - S K-Swiss, Inc. *KSWS* 482686102 11/03/03 1,300 1 Increase Authorized Common Stock For Against The requested increase of 54,000,000 shares is below the allowable threshold of 63,000,000 shares. However, this request is bundled with a request to increase the number of authorized Class B common shares. We advocate a one-share, one-vote policy and frown upon companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders, and, in this case, one insider, disproportionate voting power in the company in relation to its equity position. As such, we do not believe that this proposal warrants shareholder support. 11/25/03 - S MAF Bancorp, Inc. *MAFB* 55261R108 10/06/03 1,900 1 Approve Merger Agreement For For 2 Approve Omnibus Stock Plan For Against 10/29/03 - A Magnetek, Inc. *MAG* 559424106 09/05/03 1,600 1 Elect Directors For For 11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 2,000 *MRX* 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For Against 11/20/03 - A MemberWorks Incorporated *MBRS* 586002107 09/24/03 900 1 Elect Directors For Split 1.1 Elect Director Alec L. Ellison --- For We recommend a vote FOR Alec L. Ellison, but WITHHOLD votes from independent outsider and Audit Committee member Marc S. Tesler for paying excessive non-audit fees. 1.2 Elect Director Marc S. Tesler --- Withhold 2 Ratify Auditors For Against 11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 1,500 *MRCY* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 11/21/03 - A Micros Systems, Inc. *MCRS* 594901100 10/08/03 1,300 1 Elect Directors For For 1.1 Elect Director A. L. Giannopoulos --- For 1.2 Elect Director Louis M. Brown, Jr. --- For 1.3 Elect Director B. Gary Dando --- For 1.4 Elect Director John G. Puente --- For 1.5 Elect Director Dwight S. Taylor --- For 1.6 Elect Director William S. Watson --- For 2 Ratify Auditors For For 3 Amend Stock Option Plan For For 10/30/03 - S Midway Games Inc. *MWY* 598148104 10/01/03 3,300 1 Approve Conversion of Securities For For 12/12/03 - S Midway Games Inc. *MWY* 598148104 11/10/03 4,200 1 Approve/Amend Conversion of For For Securities 2 Increase Authorized Common Stock For For 10/23/03 - A NDCHEALTH CORP *NDC* 639480102 08/27/03 2,400 1 Elect Directors For For 10/24/03 - A New England Business Service, 643872104 08/29/03 900 Inc. *NEB* 1 Elect Directors For Split 1.1 Elect Director William T. End --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders M. Anne Szostak and Brian E. Stern. We recommend that shareholders WITHHOLD votes from M. Anne Szostak and Brian E. Stern for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Neil S. Fox --- For 1.3 Elect Director Robert L. Gable --- For 1.4 Elect Director Thomas J. May --- For 1.5 Elect Director Herbert W. Moller --- For 1.6 Elect Director Robert J. Murray --- For 1.7 Elect Director Joseph R. Ramrath --- For 1.8 Elect Director Richard T. Riley --- For 1.9 Elect Director Brian E. Stern --- Withhold 1.10 Elect Director M. Anne Szostak --- Withhold 2 Ratify Auditors For For 10/21/03 - S NYFIX, Inc. *NYFX* 670712108 09/02/03 2,100 1 Change State of Incorporation from For For New York to Delaware 10/06/03 - A Oxford Industries, Inc. *OXM* 691497309 08/18/03 600 1 Elect Directors For Split 1.1 Elect Director Tom Gallagher --- Withhold We recommend a vote FOR the directors with the exception of Tom Gallagher, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director J. Hicks Lanier --- For 1.3 Elect Director Robert E. Shaw --- For 1.4 Elect Director Clarence H. Smith --- For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Stock Option Plan For For 4 Amend Restricted Stock Plan For For 5 Increase Authorized Common Stock For For 6 Ratify Auditors For For 11/11/03 - A PAREXEL International Corp. 699462107 10/02/03 1,800 *PRXL* 1 Elect Directors For For 2 Ratify Auditors For For 12/17/03 - A Pericom Semiconductor Corp. 713831105 10/20/03 1,800 *PSEM* 1 Elect Directors For For 2 Ratify Auditors For For 10/29/03 - A Pinnacle Systems, Inc. *PCLE* 723481107 09/12/03 4,500 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 12/10/03 - A Possis Medical, Inc. *POSS* 737407106 10/24/03 1,300 1 Elect Directors For Split 1.1 Elect Director Robert G. Dutcher --- Withhold WITHHOLD votes from Robert G. Dutcher for standing as an insider on the Executive Committee, which serves as the nominating committee. 1.2 Elect Director Mary K. Brainerd --- For 1.3 Elect Director Seymour J. Mansfield --- For 1.4 Elect Director William C. Mattison, Jr --- For 1.5 Elect Director Whitney A. McFarlin --- For 1.6 Elect Director Donald C. Wegmiller --- For 1.7 Elect Director Rodney A. Young --- For 2 Ratify Auditors For For 10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 3,200 1 Elect Directors For For 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 2,400 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Approve Increase in Non-Executive For For Director Fees 4 Ratify Auditors For For 11/18/03 - A Respironics, Inc. *RESP* 761230101 10/03/03 2,500 1 Elect Directors For For 1.1 Elect Director Joseph C. Lawyer --- For We recommend shareholders vote FOR Sean McDonald but WITHHOLD votes from Audit Committee members John C. Miles II and Joseph C. Lawyer for paying excessive non-audit fees. 1.2 Elect Director Sean McDonald --- For 1.3 Elect Director John C. Miles II --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 12/09/03 - S Roadway Corporation 769742107 10/16/03 1,500 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 1,000 1 Elect Directors For For 2 Ratify Auditors For For 12/09/03 - A Salton, Inc. *SFP* 795757103 10/27/03 800 1 Elect Directors For Split 1.1 Elect Director Leonhard Dreimann --- Withhold We recommend a vote FOR the directors with the exception of insider Leonhard Dreimann. We recommend that shareholders WITHHOLD votes from Leonhard Dreimann for failure to establish an independent nominating committee. 1.2 Elect Director Frank Devine --- For 1.3 Elect Director Steven Oyer --- For 2 Ratify Auditors For For 3 Other Business For Against 11/13/03 - A SBS Technologies, Inc. *SBSE* 78387P103 09/24/03 1,000 1 Elect Directors For For 1.1 Elect Director Christopher J. Amenson --- For We recommend a vote FOR the directors with the exceptions of Louis C. Golm, Peter D. Fenner, L.A. Bennigson, Ph.D., and Warren W. Andrews. We recommend that shareholders WITHHOLD votes from Audit Committee members Louis C. Golm, Peter D. Fenner, L.A. Bennigson, Ph.D., and Warren W. Andrews for paying excessive non-audit fees. 1.2 Elect Director Warren W. Andrews --- For 1.3 Elect Director L.A. Bennigson, Ph.D. --- For 1.4 Elect Director Peter D. Fenner --- For 1.5 Elect Director Louis C. Golm --- For 1.6 Elect Director Clarence W. Peckham --- For 1.7 Elect Director Richard Szafranski --- For 1.8 Elect Director Alan F. White --- For 2 Ratify Auditors For For 3 Amend Stock Option Plan For Against 11/04/03 - A Southern Union Co. *SUG* 844030106 09/15/03 5,103 1 Elect Directors For Split 1.1 Elect Director John E. Brennan --- For We recommend a vote FOR the directors with the exception of Frank W. Denius, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director Frank W. Denius --- Withhold 1.3 Elect Director Ronald W. Simms --- For 2 Approve Omnibus Stock Plan For Against 3 Approve Executive Incentive Bonus For For Plan 12/02/03 - S SPS Technologies, Inc. 784626103 10/15/03 1,000 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 10/28/03 - A Standex International Corp. 854231107 09/08/03 800 *SXI* 1 Fix Number of and Elect Directors For For 1.1 Fix Number of and Elect Director C. Kevin Landry --- For 1 1 Elect Directors For For 2 Ratify Auditors For For 11/12/03 - A SWS Group, Inc. *SWS* 78503N107 09/24/03 1,193 1 Elect Directors For For 2 Approve Restricted Stock Plan For For 3 Approve Deferred Compensation Plan For For 4 Other Business For Against 10/31/03 - A Symmetricom, Inc. *SYMM* 871543104 09/15/03 3,050 1 Elect Directors For For 2 Ratify Auditors For For 3 Other Business For Against 11/17/03 - S Take-Two Interactive Software, 874054109 10/06/03 3,000 Inc. *TTWO* 1 Increase Authorized Common Stock For For 10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 3,000 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Thomas E. Oland --- For 2.2 Elect Director Roger C. Lucas, Ph.D. --- Withhold WITHHOLD votes from Roger C. Lucas, Ph.D. for standing as an affiliated outsider on the Nominating Committee. 2.3 Elect Director Howard V. O'Connell --- For 2.4 Elect Director G. Arthur Herbert --- For 2.5 Elect Director Randolph C. Steer, M.D., Ph.D. --- For 2.6 Elect Director Christopher S. Henney, D.Sc., Ph.D. --- For 2.7 Elect Director Robert V. Baumgartner, C.P.A. --- For 10/21/03 - A Texas Industries, Inc. *TXI* 882491103 08/25/03 1,500 1 Elect Directors For For 11/19/03 - A The Dress Barn, Inc. *DBRN* 261570105 10/15/03 2,100 1 Elect Directors For Withhold 1.1 Elect Director David R. Jaffe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider and Audit Committee member John Usdan for paying excessive non-audit fees and David R. Jaffe for failure to establish an independent nominating committee. 1.2 Elect Director John Usdan --- Withhold 12/04/03 - A The Hain Celestial Group, Inc. 405217100 10/31/03 2,400 *HAIN* 1 Elect Directors For Split 1.1 Elect Director Irwin D. Simon --- For We recommend a vote FOR the directors with the exceptions of Larry S. Zilavy, Roger Meltzer, Joseph Jimenez, Marina Hahn, James S. Gold, and Jack Futterman. We recommend shareholders WITHHOLD votes from Roger Meltzer and James S. Gold for standing as affiliated outsiders on the Compensation Committee, from Roger Meltzer and Joseph Jimenez for standing as affiliated outsiders on the Nominating Committee, and from Audit Committee members Larry S. Zilavy, Marina Hahn, and Jack Futterman for paying excessive non-audit fees. 1.2 Elect Director Beth L. Bronner --- For 1.3 Elect Director Jack Futterman --- Withhold 1.4 Elect Director Daniel R. Glickman --- For 1.5 Elect Director James S. Gold --- Withhold 1.6 Elect Director Marina Hahn --- Withhold 1.7 Elect Director Neil Harrison --- For 1.8 Elect Director Andrew R. Heyer --- For 1.9 Elect Director Joseph Jimenez --- Withhold 1.10 Elect Director Roger Meltzer --- Withhold 1.11 Elect Director Larry S. Zilavy --- Withhold 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 54.33 percent. 10/08/03 - A The Marcus Corp. *MCS* 566330106 08/08/03 2,000 1 Elect Directors For For 12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 2,100 1 Elect Directors For Split 1.1 Elect Director Neil D. Chrisman --- For 1.2 Elect Director Alan Siegel --- Withhold WITHHOLD votes from Alan Siegel for standing as an affiliated outsider on the Compensation and Nominating & Corporate Governance committees. 1.3 Elect Director Geoffrey A. Thomson --- For 2 Increase Authorized Common Stock For Against 3 Approve Executive Incentive Bonus For For Plan 12/03/03 - A United Natural Foods, Inc. 911163103 10/09/03 1,400 *UNFI* 1 Elect Directors For For 2 Ratify Auditors For For 12/02/03 - A Veritas DGC Inc. *VTS* 92343P107 11/06/03 2,400 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Amend Employee Stock Purchase Plan For For 4 Approve Option Exchange Program For For 10/23/03 - A Verity, Inc. *VRTY* 92343C106 08/26/03 2,600 1 Elect Directors For For 1.1 Elect Director Anthony J. Bettencourt --- For We recommend that shareholders vote FOR Anthony J. Bettencourt, but WITHHOLD votes from independent outsider and Audit Committee member Stephen A. MacDonald for paying excessive non-audit fees. 1.2 Elect Director Stephen A. MacDonald --- For 2 Ratify Auditors For For 11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 2,400 *WW* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Omnibus For For Stock Plan 4 Other Business For Against 12/16/03 - A Wd-40 Company *WDFC* 929236107 10/17/03 1,200 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Approve Non-Employee Director For For Restricted Stock Plan 4 Ratify Auditors For For 12/11/03 - A WMS Industries Inc. *WMS* 929297109 10/15/03 2,200 1 Elect Directors For Split 1.1 Elect Director Louis J. Nicastro --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders William C. Bartholomay, Harold H. Bach, Jr. and Neil D. Nicastro. We recommend that shareholders WITHHOLD votes from William C. Bartholomay for standing as an affiliated outsider on the Audit, Compensation and Nominating committes, Harold H. Bach, Jr. for standing as an affiliated outsider on the Audit Committee and Neil D. Nicastro for standing as an affiliated oustider on the Nominating Committee. 1.2 Elect Director Brian R. Gamache --- For 1.3 Elect Director Norman J. Menell --- For 1.4 Elect Director Harold H. Bach, Jr. --- Withhold 1.5 Elect Director William C. Bartholomay --- Withhold 1.6 Elect Director William E. McKenna --- For 1.7 Elect Director Donna B. Moore --- For 1.8 Elect Director Neil D. Nicastro --- Withhold 1.9 Elect Director Harvey Reich --- For 1.10 Elect Director David M. Satz, Jr. --- For 1.11 Elect Director Ira S. Sheinfeld --- For 2 Ratify Auditors For For 12/09/03 - S Yellow Roadway Corp. *YELL* 985509108 10/16/03 2,100 1 Issue Shares in Connection with an For For Acquisition 2 Change Company Name For For 3 Adjourn Meeting For Against 11/06/03 - A Zale Corp. *ZLC* 988858106 09/16/03 2,000 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT SMALL CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/09/04 - A ABM Industries Incorporated 000957100 01/23/04 3,052 *ABM* 1 Elect Directors For Split 1.1 Elect Director Luke S. Helms --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Luke S. Helms. We recommend that shareholders WITHHOLD votes from Audit Committee member Luke S. Helms for paying excessive non-audit fees. 1.2 Elect Director Henry L. Kotkins, Jr. --- For 1.3 Elect Director William W. Steele --- For 2 Approve Employee Stock Purchase Plan For For 03/05/04 - A Action Performance Companies, 004933107 01/16/04 100 Inc *ATN* 1 Elect Directors For For 2 Ratify Auditors For For 01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 2,250 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/21/04 - A American Healthways, Inc. 02649V104 12/01/03 1,100 *AMHC* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 01/16/04 - A Analogic Corp. *ALOG* 032657207 12/04/03 1,100 1 Elect Directors For For 1.1 Elect Director Bernard M. Gordon --- For 1.2 Elect Director John A. Tarello --- For 1.3 Elect Director John W. Wood Jr. --- For 2 Amend Restricted Stock Plan For For 3 Amend Nonemployee Director Stock For For Option Plan 03/24/04 - A Ashworth, Inc. *ASHW* 04516H101 01/26/04 1,200 1 Elect Directors For For 02/12/04 - A Atwood Oceanics, Inc. *ATW* 050095108 12/31/03 100 1 Elect Directors For For 1.1 Elect Director Deborah A. Beck --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert W. Burgess --- For 1.3 Elect Director George S. Dotson --- For 1.4 Elect Director Hans Helmerich --- For 1.5 Elect Director John R. Irwin --- For 1.6 Elect Director William J. Morrissey --- For 01/30/04 - A BankUnited Financial Corp. 06652B103 12/02/03 2,300 *BKUNA* 1 Elect Directors For For 02/24/04 - A Bassett Furniture Industries, 070203104 01/14/04 999 Inc. *BSET* 1 Elect Directors For Split 1.1 Elect Director Peter W. Brown, M.D. --- For 1.2 Elect Director Willie D. Davis --- Withhold 1.3 Elect Director Alan T. Dickson --- Withhold 1.4 Elect Director Paul Fulton --- For 1.5 Elect Director Howard H. Haworth --- For 1.6 Elect Director Michael E. Murphy --- For 1.7 Elect Director Dale C. Pond --- For 1.8 Elect Director Robert H. Spilman, Jr. --- For 1.9 Elect Director David A. Stonecipher --- For 2 Ratify Auditors For For 03/02/04 - A BEI Technologies, Inc. *BEIQ* 05538P104 01/20/04 1,200 1 Elect Directors For For 2 Ratify Auditors For For 01/28/04 - A Cascade Natural Gas Corp. *CGC* 147339105 11/26/03 900 1 Elect Directors For For 1.1 Elect Director Pirkko H. Borland --- For 1.2 Elect Director Carl Burnham, Jr. --- For 1.3 Elect Director Thomas E. Cronin --- For 1.4 Elect Director David A. Ederer --- For 1.5 Elect Director W. Brian Matsuyama --- For 1.6 Elect Director Mary E. Pugh --- For 1.7 Elect Director Larry L. Pinnt --- For 1.8 Elect Director Brooks G. Ragen --- For 1.9 Elect Director Douglas G. Thomas --- For 2 Approve Non-Employee Director Stock For For Option Plan 01/13/04 - A Catapult Communications Corp. 149016107 11/14/03 1,000 *CATT* 1 Elect Directors For Split 1.1 Elect Director Dr. Peter S. Cross --- For 1.2 Elect Director Dr. Richard A. Karp --- Withhold WITHHOLD votes from Dr. Richard A. Karp for failure to establish an independent nominating committee. 1.3 Elect Director Nancy H. Karp --- Withhold WITHHOLD votes from Nancy H. Karp for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish an independent nominating committee. 1.4 Elect Director Henry P. Massey, Jr. --- Withhold WITHHOLD votes from Henry P. Massey for failure to establish an independent nominating committee. 1.5 Elect Director John M. Scandalios --- For 1.6 Elect Director Charles L. Waggoner --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Other Business For Against 02/10/04 - A Central Parking Corp. *CPC* 154785109 12/08/03 1,800 1 Elect Directors For Split 1.1 Elect Director Monroe J. Carell, Jr. --- For 1.2 Elect Director Raymond T. Baker --- For 1.3 Elect Director Kathryn Carell Brown --- For 1.4 Elect Director Cecil Conlee --- For 1.5 Elect Director Lewis Katz --- Withhold 1.6 Elect Director Edward G. Nelson --- For 1.7 Elect Director Owen G. Shell, Jr. --- For 1.8 Elect Director Richard H. Sinkfield --- For 1.9 Elect Director William B. Smith --- For 2 Other Business For Against 03/22/04 - A Clarcor, Inc. *CLC* 179895107 02/05/04 2,000 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 03/25/04 - A Coherent, Inc. *COHR* 192479103 02/06/04 2,300 1 Elect Directors For Split 1.1 Elect Director Bernard J. Couillaud --- Withhold We recommend a vote FOR the directors with the exception of insiders John R. Ambroseo and Bernard J. Couillaud, and affiliated outsiders Henry E. Gauthier and Robert J. Quillinan. We recommend shareholders WITHHOLD votes from John R. Ambroseo, Bernard J. Couillaud, Henry E. Gauthier, and Robert J. Quillinan for failure to establish a majority independent board and also from Henry E. Gauthier for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director Henry E. Gauthier --- Withhold 1.3 Elect Director John R. Ambroseo --- Withhold 1.4 Elect Director Charles W. Cantoni --- For 1.5 Elect Director John H. Hart --- For 1.6 Elect Director Robert J. Quillinan --- Withhold 1.7 Elect Director Lawrence Tomlinson --- For 1.8 Elect Director Frank P. Carrubba --- For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 01/22/04 - A Commercial Metals Co. *CMC* 201723103 11/24/03 2,100 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/06/04 - S CONCERTO SOFTWARE INC 20602T106 12/19/03 900 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 03/04/04 - A Cuno Inc. *CUNO* 126583103 01/21/04 1,400 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 01/15/04 - A Delta & Pine Land Company *DLP* 247357106 11/21/03 2,800 1 Elect Directors For For 2 Ratify Auditor For For 01/22/04 - A Digi International Inc. *DGII* 253798102 12/05/03 1,600 1 Elect Directors For Split 1.1 Elect Director Guy C. Jackson --- For 1.2 Elect Director Mykola Moroz --- Withhold WITHHOLD votes from Mykola Moroz for standing as an affiliated outsider on the Audit Committee. 2 Ratify Auditors For For 03/02/04 - A Engineered Support Systems, 292866100 01/16/04 1,057 Inc. *EASI* 1 Elect Directors For Split 1.1 Elect Director William H.T. Bush --- For We recommend a vote FOR the directors with the exceptions of affiliated outsider Earl W. Wims, Ph.D. and independent outsider General Crosbie E. Saint. We recommend that shareholders WITHHOLD votes from General Crosbie E. Saint for poor attendance and Earl W. Wims, Ph.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Gerald E. Daniels --- For 1.3 Elect Director Ronald W. Davis --- For 1.4 Elect Director S. Lee Kling --- For 1.5 Elect Director General Crosbie E. Saint --- For 1.6 Elect Director Earl W. Wims, Ph.D. --- Withhold 2 Approve Stock Option Plan For For 3 Approve Stock Option Plan For For 01/14/04 - A Enzo Biochem, Inc. *ENZ* 294100102 11/24/03 2,212 1 Elect Directors For For 2 Ratify Auditors For For 03/03/04 - A Esterline Technologies Corp. 297425100 01/05/04 1,600 *ESL* 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 01/08/04 - A Factset Research Systems, Inc. 303075105 11/07/03 2,500 *FDS* 1 Elect Directors For For 2 Ratify Auditors For For 02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 2,150 *FRK* 1 Elect Directors For For 03/31/04 - A Gencorp Inc. *GY* 368682100 02/02/04 3,400 1 Elect Directors For Split 1.1 Elect Director J. Robert Anderson --- For We recommend a vote FOR the directors with the exceptions of Robert A. Wolfe and Terry L. Hall. We recommend that shareholders WITHHOLD votes from Robert A. Wolfe and Terry L. Hall for failure to establish an independent nominating committee. 1.2 Elect Director Terry L. Hall --- Withhold 1.3 Elect Director Robert A. Wolfe --- Withhold 2 Ratify Auditors For For 02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 2,220 1 Elect Directors For For 03/11/04 - A Haggar Corp. *HGGR* 405173105 01/20/04 500 1 Elect Directors For For 1.1 Elect Director J.M. Haggar III --- For We recommend a vote FOR the directors with the exceptions of James Neal Thomas and Richard W. Heath. We recommend that shareholders WITHHOLD votes from Audit Committee members James Neal Thomas and Richard W. Heath for paying excessive non-audit fees. 1.2 Elect Director Richard W. Heath --- For 1.3 Elect Director James Neal Thomas --- For 2 Ratify Auditors For For One of the most important issues relating to auditors is the independence of the auditing process. The auditor's independence from the company being audited reduces the potential for abuse. Recently, many accounting firms have expanded their business to include broad-based consulting services. We believe that in some cases, such consulting services, when operated side by side with the accounting business, can lower auditor objectivity. More than 50% of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. We recommend a vote against this proposal. 01/28/04 - A Hutchinson Technology 448407106 12/04/03 1,900 Incorporated *HTCH* 1 Elect Directors For Split 1.1 Elect Director W. Thomas Brunberg --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders Richard B. Solum, R. Frederick McCoy, Jr., Russell Huffer, and W. Thomas Brunberg. We recommend that shareholders WITHHOLD votes from R. Frederick McCoy, Jr. for poor attendance and Audit Committee members Richard B. Solum, Russell Huffer, and W. Thomas Brunberg for paying excessive non-audit fees. 1.2 Elect Director Archibald Cox, Jr. --- For 1.3 Elect Director Wayne M. Fortun --- For 1.4 Elect Director Jeffrey W. Green --- For 1.5 Elect Director Russell Huffer --- Withhold 1.6 Elect Director R. Frederick McCoy, Jr. --- Withhold 1.7 Elect Director William T. Monahan --- For 1.8 Elect Director Richard B. Solum --- Withhold 2 Ratify Auditors For Against 03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 2,600 1 Elect Directors For Split 1.1 Elect Director Paul E. Raether --- Withhold We recommend a vote FOR Neil A. Springer and Dennis K. Williams. We recommend that shareholders WITHHOLD votes from Paul E. Raether for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Neil A. Springer --- For 1.3 Elect Director Dennis K. Williams --- For 2 Ratify Auditors For For 02/05/04 - A J & J Snack Foods Corp. *JJSF* 466032109 12/08/03 700 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/13/04 - A Jack In the Box Inc. *JBX* 466367109 12/19/03 2,700 1 Elect Directors For For 1.1 Elect Director Michael E. Alpert --- For We recommend a vote FOR the directors. 1.2 Elect Director Edward W. Gibbons --- For 1.3 Elect Director Anne B. Gust --- For 1.4 Elect Director Alice B. Hayes --- For 1.5 Elect Director Murray H. Hutchison --- For 1.6 Elect Director Linda A. Lang --- For 1.7 Elect Director Michael W. Murphy --- For 1.8 Elect Director Robert J. Nugent --- For 1.9 Elect Director L. Robert Payne --- For 2 Approve Omnibus Stock Plan For For The total cost of the company's plans of 9.65 percent is within the allowable cap for this company of 10.26 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For 02/14/04 - A Keithley Instruments, Inc. 487584104 12/16/03 1,200 *KEI* 1 Elect Directors For For 1.1 Elect Director Joseph P. Keithley --- For For the holders of common stock, we recommend a vote FOR the directors. For the holders of common stock and Class B common stock, we recommend a vote FOR the directors. 1.2 Elect Director Brian R. Bachman --- For 1.3 Elect Director James T. Bartlett --- For 1.4 Elect Director James B. Griswold --- For 1.5 Elect Director Leon J. Hendrix, Jr. --- For 1.6 Elect Director William J. Hudson, Jr. --- For 1.7 Elect Director Dr. N. Mohan Reddy --- For 1.8 Elect Director R. Elton White --- For 02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 2,250 1 Elect Directors For For 1.1 Elect Director Richard J. Dumler --- For We recommend a vote FOR the directors. 1.2 Elect Director Samuel Rubinovitz --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/10/04 - A Kulicke & Soffa Industries, 501242101 12/12/03 3,700 Inc. *KLIC* 1 Elect Directors For For 1.1 Elect Director Brian R. Bachman --- For We recommend that shareholders vote FOR Brian R. Bachman, but WITHHOLD votes from Audit Committee member Philip V. Gerdine for paying excessive non-audit fees. 1.2 Elect Director Philip V. Gerdine --- For 2 Ratify Auditors For For 01/21/04 - A Lindsay Manufacturing Co. *LNN* 535555106 12/12/03 100 1 Elect Directors For Split 1.1 Elect Director Howard G. Buffett --- Withhold WITHHOLD votes from Howard G. Buffett for poor attendance. 1.2 Elect Director William F. Welsh II --- For 1.3 Elect Director Michael C. Nahl --- For 2 Ratify Auditors For For 02/12/04 - A Mapinfo Corp. *MAPS* 565105103 12/16/03 1,200 1 Elect Directors For Split 1.1 Elect Director Mark P. Cattini --- Withhold We recommend a vote FOR the directors with the exceptions of Quinn H. Tran, Robert P. Schechter, Joni Kahn, John C. Cavalier, and Mark P. Cattini. We recommend that shareholders WITHHOLD votes from Audit Committee members Quinn H. Tran, Robert P. Schechter, and Joni Kahn for paying excessive non-audit fees and John C. Cavalier and Mark P. Cattini for failure to establish an independent nominating committee. 1.2 Elect Director John C. Cavalier --- Withhold 1.3 Elect Director Joni Kahn --- Withhold 1.4 Elect Director Thomas L. Massie --- For 1.5 Elect Director Robert P. Schechter --- Withhold 1.6 Elect Director Quinn H. Tran --- Withhold 2 Amend Employee Stock Purchase Plan For For We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Amend Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 12.82 percent is within the allowable cap for this company of 19.71 percent. 4 Ratify Auditors For Against 03/18/04 - A Maximus Inc. *MMS* 577933104 01/09/04 1,500 1 Elect Directors For Split 1.1 Elect Director Paul R. Lederer --- For We recommend a vote FOR the directors with the exception of James R. Thompson, Jr. We recommend that shareholders WITHHOLD votes from James R. Thompson, Jr. for poor attendance, for standing as an affiliated outsider on the Compensation and Nominating committees, and for sitting on more than six boards. 1.2 Elect Director Peter B. Pond --- For 1.3 Elect Director James R. Thompson, Jr. --- Withhold 2 Amend Employee Stock Purchase Plan For For 03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 2,400 1 Elect Directors For For 2 Approve Omnibus Stock Plan For Against 3 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 4 Ratify Auditors For For 01/08/04 - S Methode Electronics, Inc. 591520200 11/18/03 2,700 *METH* 1 Approve Merger Agreement For For 02/17/04 - A Methode Electronics, Inc. 591520200 01/09/04 2,700 *METH* 1 Elect Directors For For 02/25/04 - A Microsemi Corp. *MSCC* 595137100 01/09/04 2,100 1 Elect Directors For Split 1.1 Elect Director James J. Peterson --- For 1.2 Elect Director Nick E. Yocca --- Withhold 1.3 Elect Director Thomas R. Anderson --- For 1.4 Elect Director Dennis R. Leibel --- For 1.5 Elect Director William E. Bendush --- For 1.6 Elect Director William L. Healey --- For 1.7 Elect Director Harold A. Blonquist --- For 02/10/04 - S Mid Atlantic Medical Services, 59523C107 01/15/04 3,600 Inc. 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 03/09/04 - A MRO Software, Inc. *MROI* 55347W105 01/26/04 1,800 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 03/26/04 - S NCO Group, Inc. *NCOG* 628858102 02/19/04 2,000 1 Approve Merger Agreement For For 01/21/04 - A New Jersey Resources Corp. 646025106 12/12/03 2,100 *NJR* 1 Elect Directors For For 2 Ratify Auditors For For 03/25/04 - A OMNOVA Solutions Inc. *OMN* 682129101 02/02/04 3,100 1 Elect Directors For For 2 Ratify Auditors For For 02/03/04 - A Oshkosh Truck Corp. *OSK* 688239201 12/10/03 2,500 1 Elect Directors For Split 1.1 Elect Director J. William Andersen as Class A Director --- For We recommend a vote FOR the directors with the exception of J. Peter Mosling, Jr., from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert G. Bohn as Class A Director --- For 1.3 Elect Director Frederick M. Franks, Jr. as Class A Director --- For 1.4 Elect Director Michael W. Grebe as Class A Director --- For 1.5 Elect Director Kathleen J. Hempel as Class A Director --- For 1.6 Elect Director J. Peter Mosling, Jr. as Class A Director --- Withhold 1.7 Elect Director Stephen P. Mosling as Class A Director --- For 1.8 Approve Omnibus Stock Plan For For 01/20/04 - A Penford Corp. *PENX* 707051108 12/05/03 700 1 Elect Directors For For 03/08/04 - A Phoenix Technologies Ltd. 719153108 02/11/04 100 *PTEC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 2,600 *PNY* A.1 Elect Director Jerry W. Amos For For A.2 Elect Director D. Hayes Clement For For A.3 Elect Director Thomas E. Skains For For A.4 Elect Director Frank B. Holding, Jr. For For A.5 Elect Director David E. Shi For For B Ratify Auditors For For C Approve/Amend Executive Incentive For For Bonus Plan 01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 1,100 1 Elect Directors For For 02/26/04 - A Quanex Corp. *NX* 747620102 01/07/04 800 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 4,200 1 Elect Directors For Split 1.1 Elect Director William M. Barnum, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Franck Riboud, affiliated outsiders Robert G. Kirby, Charles E. Crowe, and insiders Robert B. McKnight, Jr., Bernard Mariette. We recommend that shareholders WITHHOLD votes from Franck Riboud for poor attendance, Robert G. Kirby for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Charles E. Crowe, Robert B. McKnight, Jr. and Bernard Mariette for failure to establish a majority independent board. 1.2 Elect Director Charles E. Crowe --- Withhold 1.3 Elect Director Michael H. Gray --- For 1.4 Elect Director Robert G. Kirby --- Withhold 1.5 Elect Director Bernard Mariette --- Withhold 1.6 Elect Director Robert B. McKnight, Jr. --- Withhold 1.7 Elect Director Franck Riboud --- Withhold 1.8 Elect Director Tom Roach --- For 2 Amend Omnibus Stock Plan For For 3 Approval of the Terms of the For For Executive Incentive Plan 01/30/04 - S Radiant Systems, Inc. *RADS* 75025N102 11/28/03 2,100 1 Approve Spin-Off Agreement For For 03/15/04 - S Rainbow Technologies, Inc. 750862104 02/05/04 2,000 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 02/05/04 - A Ralcorp Holdings, Inc. *RAH* 751028101 11/28/03 2,200 1 Elect Directors For Split 1.1 Elect Director Richard A. Liddy --- For We recommend that shareholders vote FOR Richard A. Liddy, but WITHHOLD votes from affiliated outsider William P. Stiritz for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director William P. Stiritz --- Withhold 01/23/04 - A Rock-Tenn Company *RKT* 772739207 12/04/03 2,700 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 11,400 1 Elect Directors For For 1.1 Elect Director Kevin L. Beebe --- For 1.2 Elect Director Timothy R. Furey --- For 1.3 Elect Director David J. Mclachlan --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 2,900 1 Elect Directors For For 2 Other Business For Against 03/08/04 - S Staten Island Bancorp, Inc. 857550107 01/26/04 4,500 *SIB* 1 Approve Merger Agreement For For 02/11/04 - A Steak & Shake Company (The) 857873103 12/05/03 2,100 *SNS* 1 Elect Directors For Split 1.1 Elect Director Peter M. Dunn --- For We recommend a vote FOR the directors with the exception of James Williamson, Jr., from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Alan B. Gilman --- For 1.3 Elect Director Stephen Goldsmith --- For 1.4 Elect Director Wayne L. Kelley --- For 1.5 Elect Director Charles E. Lanham --- For 1.6 Elect Director Ruth J. Person --- For 1.7 Elect Director J. Fred Risk --- For 1.8 Elect Director John W. Ryan --- For 1.9 Elect Director James Williamson, Jr. --- Withhold 2 Amend Restricted Stock Plan For For The total cost of the company's plans of 7.56 percent is within the allowable cap for this company of 10.62 percent. 3 Approve Non-Employee Director Stock For For Option Plan Multiple Plan Notes: The combined shareholder value transfer for all plans considered is 7.62 percent. The aggregate value of all the proposals does not exceed the company's allowable shareholder value transfer cap of 10.62 percent. However, we support only those plans that provide, in aggregate, the greatest shareholder value transfer without exceeding the allowable cap and that do not violate repricing guidelines. Vote Recommendation The total cost of the company's plans of 6.16 percent is within the allowable cap for this company of 10.62 percent. 4 Ratify Auditors For For 01/22/04 - A Steel Technologies Inc. *STTX* 858147101 12/05/03 800 1 Elect Directors For Withhold 1.1 Elect Director Michael J. Carroll --- Withhold WITHHOLD votes from insiders Stuart N. Ray and Michael J. Carroll and affiliated outsider William E. Hellman for failure to establish an independent nominating committee. 1.2 Elect Director William E. Hellmann --- Withhold 1.3 Elect Director Stuart N. Ray --- Withhold 02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 2,800 *SYD* 1 Elect Directors For For 02/12/04 - S Systems & Computer Technology 871873105 12/30/03 2,500 Corp. 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 4,000 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/23/04 - A The Cooper Companies, Inc. 216648402 02/03/04 2,400 *COO* 1 Elect Directors For For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 01/30/04 - A The Shaw Group Inc. *SGR* 820280105 12/10/03 4,300 1 Elect Directors For For 1.1 Elect Director J.M. Bernhard, Jr. --- For 1.2 Elect Director L. Lane Grigsby --- For 1.3 Elect Director David W. Hoyle --- For 1.4 Elect Director Albert D. McAlister --- For 1.5 Elect Director Charles E. Roemer, III --- For 1.6 Elect Director John W. Sinders, Jr. --- For 1.7 Elect Director T.A. Barfield, Jr. --- For 1.8 Elect Director James F. Barker --- For 2 Amend Omnibus Stock Plan For Against Although the total cost of the company's plans of 8.77 percent is within the allowable cap for this company of 11.61 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Non-Employee Director Stock For For Option Plan 4 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/12/04 - A The Toro Company *TTC* 891092108 01/14/04 1,900 1 Elect Directors For For 1.1 Elect Director Robert C. Buhrmaster --- For 1.2 Elect Director Winslow H. Buxton --- For 1.3 Elect Director Robert H. Nassau --- For 1.4 Elect Director Christopher A. Twomey --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/24/04 - A UGI Corp. *UGI* 902681105 12/12/03 3,200 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 03/23/04 - A URS Corp. *URS* 903236107 01/30/04 100 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Approve/Amend Executive Incentive For For Bonus Plan 02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 2,500 Associates, Inc. *VSEA* 1 Elect Directors For For 1.1 Elect Director Robert W. Dutton --- For We recommend a vote FOR the directors. 2 Amend Omnibus Stock Plan For For The cost associated with the proposed 100,000 shares of performance units, performance shares, and/or restricted stock is included in the calculations below. As such, because the total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For The total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent. 4 Ratify Auditors For For 01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 1,300 *WGO* 1 Elect Directors For For 1.1 Elect Director Joseph W. England --- For 1.2 Elect Director Irvin E. Aal --- For 2 Approve Omnibus Stock Plan For For 01/28/04 - A Woodward Governor Company 980745103 12/01/03 900 *WGOV* 1 Elect Directors For For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT SMALL CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/22/04 - A A. M. Castle & Co. *CAS* 148411101 03/02/04 1,298 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward F. Culliton --- For We recommend a vote FOR the directors with the exception of Michael Simpson. We recommend that shareholders WITHHOLD votes from Michael Simpson for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director William K. Hall --- For 1.3 Elect Director Robert S. Hamada --- For 1.4 Elect Director Patrick J. Herbert, III --- For 1.5 Elect Director John W. Mccarter, Jr. --- For 1.6 Elect Director John Mccartney --- For 1.7 Elect Director G. Thomas Mckane --- For 1.8 Elect Director John W. Puth --- For 1.9 Elect Director Michael Simpson --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/05/04 - A A. O. Smith Corp. *SAOSA* 831865209 02/25/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A A.T. Cross Company *ATX* 227478104 03/03/04 1,299 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash 04/27/04 - A Aaron Rents, Inc. *RNT.A* 002535201 03/05/04 2,650 1 Elect Directors For Split Mgmt 1.1 Elect Director R Charles Loudermilk Sr --- Withhold We recommend a vote FOR the directors with the exceptions of William K. Butler, Jr., Gilbert L. Danielson, Robert C. Loudermilk, Jr., and R. Charles Loudermilk, Sr.. We recommend that shareholders WITHHOLD votes from William K. Butler, Jr., Gilbert L. Danielson, Robert C. Loudermilk, Jr., and R. Charles Loudermilk, Sr. for failure to establish an independent nominating committee. 1.2 Elect Director Robert C. Loudermilk Jr --- Withhold 1.3 Elect Director Gilbert L. Danielson --- Withhold 1.4 Elect Director Earl Dolive --- For 1.5 Elect Director Ronald W. Allen --- For 1.6 Elect Director Leo Benatar --- For 1.7 Elect Director Ingrid Saunders Jones --- For 1.8 Elect Director William K. Butler, Jr. --- Withhold 1.9 Elect Director Ray M. Robinson --- For 1.10 Elect Director David L. Kolb --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/05/04 - A Advanced Energy Industries, 007973100 03/15/04 2,499 Inc. *AEIS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Albany International Corp. 012348108 03/08/04 2,668 *AIN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank R. Schmeler --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider Francis L. McKone and insiders Frank R. Schmeler, John C. Standish, Christine L. Standish, and Thomas R. Beecher, Jr. We recommend that shareholders WITHHOLD votes from Francis L. McKone for standing as an affiliated outsider on the Compensation Committee and for failure to establish a majority independent board, from Christine L. Standish for standing as an insider on the Compensation Committee and for failure to establish a majority independent board, and from Thomas R. Beecher for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frank R. Schmeler for failure to establish a majority independent board and from John C. Standish for standing as an insider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director Thomas R. Beecher, Jr. --- Withhold 1.3 Elect Director Francis L. McKone --- Withhold 1.4 Elect Director Barbara P. Wright --- For 1.5 Elect Director Joseph G. Morone --- For 1.6 Elect Director Christine L. Standish --- Withhold 1.7 Elect Director Erland E. Kailbourne --- For 1.8 Elect Director John C. Standish --- Withhold 1.9 Elect Director Hugh J. Murphy --- For 2 Approve Outside Director Stock For For Mgmt Awards in Lieu of Cash 05/25/04 - A Alpharma Inc. *ALO* 020813101 04/02/04 2,566 1 Elect Directors For For Mgmt 05/06/04 - A American Medical Systems 02744M108 03/19/04 2,700 Holdings, Inc. *AMMD* 1 Elect Directors For For Mgmt 05/11/04 - A American States Water Company 029899101 03/18/04 100 *AWR* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 05/12/04 - A AmeriGroup Corp. *AGP* 03073T102 03/29/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Amsurg Corp. *AMSG* 03232P405 04/02/04 2,400 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plan of 13.09 percent is above the allowable cap for this company of 12.95 percent. 4 Ratify Auditors For For Mgmt 05/25/04 - A Angelica Corp. *AGL* 034663104 03/31/04 800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/20/04 - A Anixter International Inc. 035290105 03/31/04 870 *AXE* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 06/22/04 - A Apogee Enterprises, Inc. 037598109 04/28/04 1,906 *APOG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Applica Incorporated *APN* 03815A106 03/22/04 1,725 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A AptarGroup, Inc. *ATR* 038336103 03/11/04 1,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 05/17/04 - A Arbitron, Inc. *ARB* 03875Q108 04/02/04 2,500 1 Elect Directors For For Mgmt 1.1 Elect Director Alan Aldworth --- For We recommend a vote FOR the directors with the exception of affiliated outsider Lawrence Perlman. We recommend that shareholders WITHHOLD votes from Lawrence Perlman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Erica Farber --- For 1.3 Elect Director Kenneth F. Gorman --- For 1.4 Elect Director Philip Guarascio --- For 1.5 Elect Director Larry E. Kittelberger --- For 1.6 Elect Director Stephen B. Morris --- For 1.7 Elect Director Luis G. Nogales --- For 1.8 Elect Director Lawrence Perlman --- For 1.9 Elect Director Richard A. Post --- For 2 Amend Omnibus Stock Plan For For Mgmt 04/23/04 - A Arch Chemicals, Inc. *ARJ* 03937R102 03/03/04 1,899 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Argosy Gaming Co. *AGY* 040228108 03/10/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director Lance Callis --- For 1.2 Elect Director John B. Pratt, Sr. --- For 1.3 Elect Director Edward F. Brennan --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Arqule, Inc. *ARQL* 04269E107 04/02/04 2,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 600 *ATSN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward S. Croft, III --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald D. Schmidt. We recommend that shareholders WITHHOLD votes from Ronald D. Schmidt for standing as an affiliated outsider on the Governance and Nominating Committee. 1.2 Elect Director Lawrence J. Matthews --- For 1.3 Elect Director Joseph M. O'Donnell --- For 1.4 Elect Director Stephen A. Ollendorff --- For 1.5 Elect Director Phillip A. O'Reilly --- For 1.6 Elect Director Bert Sager --- For 1.7 Elect Director A. Eugene Sapp, Jr. --- For 1.8 Elect Director Ronald D. Schmidt --- Withhold 1.9 Elect Director Lewis Solomon --- For 1.10 Elect Director John M. Steel --- For 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 04/27/04 - A Astec Industries, Inc. *ASTE* 046224101 02/25/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director J. Don Brock --- For 1.2 Elect Director Albert E. Guth --- For 1.3 Elect Director W. Norman Smith --- For 1.4 Elect Director William B. Sansom --- For 2 Elect Director R. Douglas Moffat For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Atlantic Coast Airlines 048396105 04/02/04 3,697 Holdings, Inc. *ACAI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kerry B. Skeen --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Caroline (Maury) Devine, Susan MacGregor Coughlin, and Robert E. Buchanan. We recommend that shareholders WITHHOLD votes from Compensation Committee members Caroline (Maury) Devine, Susan MacGregor Coughlin, and Robert E. Buchanan not aligning CEO's compensation with the interests of shareholders. 1.2 Elect Director Thomas J. Moore --- For 1.3 Elect Director C. Edward Acker --- For 1.4 Elect Director Robert E. Buchanan --- Withhold 1.5 Elect Director Susan MacGregor Coughlin --- Withhold 1.6 Elect Director Caroline (Maury) Devine --- Withhold 1.7 Elect Director Daniel L. McGinnis --- For 1.8 Elect Director James C. Miller III --- For 1.9 Elect Director W. Anthony (Tony) Rice --- For 2 Change Company Name For For Mgmt 3 Eliminate Class of Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Avista Corporation *AVA* 05379B107 03/12/04 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 6,669 *ACLS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Tooker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Alexander M. Cutler. We recommend that shareholders WITHHOLD votes from Alexander M. Cutler for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Patrick H. Nettles --- For 1.3 Elect Director Alexander M. Cutler --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Aztar Corp. *AZR* 054802103 03/18/04 238 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/14/04 - A Barnes Group, Inc. *B* 067806109 02/17/04 600 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Deferred Compensation Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/11/04 - A Benchmark Electronics, Inc. 08160H101 03/31/04 3,300 *BHE* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Boston Communications Group, 100582105 04/14/04 144 Inc. *BCGI* 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Dwyer, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Paul R. Gudonis. We recommend that shareholders WITHHOLD votes from Compensation Committee member Paul R. Gudonis for not aligning the CEO's compensation with the interests of shareholders. 1.2 Elect Director Paul R. Gudonis --- Withhold 1.3 Elect Director Frederick E. von Mering --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Boston Private Financial 101119105 03/03/04 1,900 Holdings, Inc. *BPFH* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 27.70 percent is above the allowable cap for this company of 19.86 percent. 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/27/04 - A Bowne & Co., Inc. *BNE* 103043105 04/01/04 2,699 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/15/04 - A Brookline Bancorp, Inc. *BRKL* 11373M107 03/01/04 4,404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 3,500 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/05/04 - A Brooktrout Inc. *BRKT* 114580103 03/15/04 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director Robert G. Barrett --- For 1.2 Elect Director Eric R. Giler --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 33.21 percent is above the allowable cap for this company of 10.64 percent. Equity grants of options to top five named executive officers is 37.81 percent of the total shares awarded in the current year. More than one quarter of the total shares granted in the current year were made to top five executives. 05/27/04 - A Brown Shoe Company, Inc. *BWS* 115736100 04/05/04 1,300 1 Elect Directors For For Mgmt 05/04/04 - A Brush Engineered Materials 117421107 03/05/04 1,300 Inc. *BW* 1 Elect Directors For For Mgmt 05/04/04 - A Building Material Holding 120113105 03/11/04 1,200 Corp. *BMHC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/04 - S Butler Manufacturing Co. 123655102 03/19/04 700 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 05/26/04 - A C&D Technologies, Inc. *CHP* 124661109 04/07/04 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Cabot Oil & Gas Corp. *COG* 127097103 03/11/04 2,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert F. Bailey --- For We recommend a vote FOR Robert F. Bailey but WITHHOLD votes from John G.L. Cabot for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director John G.L. Cabot --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Cal Dive International, Inc. 127914109 03/24/04 1,200 *CDIS* 1 Elect Directors For For Mgmt 04/22/04 - A Cambrex Corp. *CBM* 132011107 03/15/04 2,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Capital Automotive Reit *CARS* 139733109 03/01/04 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Captaris, Inc. *CAPA* 14071N104 03/05/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Caraustar Industries, Inc. 140909102 03/12/04 2,300 *CSAR* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.34 percent is above the allowable cap for this company of 11.90 percent. 3 Ratify Auditors For For Mgmt 06/15/04 - A Carreker Corporation *CANI* 144433109 04/27/04 2,099 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Cash America International, 14754D100 03/04/04 1,335 Inc. *PWN* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A CEC Entertainment, Inc. *CEC* 125137109 03/25/04 3,150 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/04/04 - A Central Vermont Public Service 155771108 02/27/04 1,100 Corp. *CV* 1 Elect Directors For For Mgmt 05/28/04 - A Cerner Corp. *CERN* 156782104 04/02/04 2,471 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 20.78 percent is above the allowable cap for this company of 16.74 percent. 3 Ratify Auditors For For Mgmt 04/27/04 - A CH Energy Group Inc *CHG* 12541M102 03/01/04 1,201 1 Elect Directors For For Mgmt 04/27/04 - A Champion Enterprises, Inc. 158496109 03/05/04 4,800 *CHB* 1 Elect Directors For For Mgmt 04/28/04 - A Chesapeake Corp. *CSK* 165159104 03/01/04 1,400 1 Elect Directors For For Mgmt 04/21/04 - A Chittenden Corp. *CHZ* 170228100 03/05/04 3,100 1 Elect Directors For For Mgmt 04/27/04 - A Ciber, Inc. *CBR* 17163B102 03/08/04 178 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 3,400 1 Elect Directors For For Mgmt 04/29/04 - A Coachmen Industries, Inc. 189873102 03/15/04 1,000 *COA* 1 Elect Directors For For Mgmt 04/22/04 - S Cognex Corp. *CGNX* 192422103 03/10/04 2,479 1 Elect Directors For For Mgmt 05/11/04 - A Cohu, Inc. *COHU* 192576106 03/16/04 1,336 1 Elect Directors For Withhold Mgmt 1.1 Elect Director James W. Barnes --- Withhold We recommend that shareholders WITHHOLD votes from all directors. We recommend that shareholders WITHHOLD votes from affiliated outsider James W. Barnes and insider James A. Donahue for failure to establish a majority independent board. 1.2 Elect Director James A. Donahue --- Withhold 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Colonial Properties Trust 195872106 02/17/04 1,911 *CLP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Trustees For Against Mgmt 05/11/04 - A Commercial Federal Corp. *CFB* 201647104 03/24/04 3,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Talton K. Anderson --- Withhold We recommend a vote FOR Jane E. Miller but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Robert J. Hutchinson, and independent outsiders James P. O'Donnell and Talton K. Anderson for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director James P. O'Donnell --- Withhold 1.3 Elect Director Robert J. Hutchinson --- Withhold 1.4 Elect Director Jane E. Miller --- For 2 Ratify Auditors For For Mgmt 04/23/04 - A Commonwealth Industries, Inc. 203004106 03/05/04 1,500 *CMIN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Community First Bankshares, 203902101 02/27/04 616 Inc. *CFBX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/30/04 - A Community First Bankshares, 203902101 05/19/04 3,300 Inc. *CFBX* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/04 - A CONMED Corp. *CNMD* 207410101 03/31/04 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A Corn Products International, 219023108 03/22/04 2,900 Inc. *CPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/12/04 - PC CPI Corp. *CPY* 125902106 02/12/04 1,200 MANAGEMENT PROXY (BLUE CARD) 1 Amend Articles to Remove Existing Against Mgmt Directors 2 Establish Range For Board Size Against Mgmt 3 Authorize Stockholders Holding 25% Against Mgmt or more of Common Stock to call a Special Meeting 4 Authorize Stockholders, not Against Mgmt Directors, to fill board vacancies 5 Repeal Amendments Adopted by the Against Mgmt board but not Publicly Disclosed 6 Elect Director James J. Abel, Against Mgmt Michael S. Koeneke, David M. Meyer, Mark R. Mitchell, Steven J. Smith and John Turner White IV DISSIDENT PROXY (WHITE CARD) 1 Amend Articles to Remove Existing For Mgmt Directors 2 Establish Range For Board Size For Mgmt 3 Authorize Stockholders Holding 25% For Mgmt or more of Common Stock to 4 Authorize Stockholders, not For Mgmt Directors, to fill board vacancies 5 Repeal Amendments Adopted by the For Mgmt board but not Publicly 6 Elect Directors (Opposition Slate) For Mgmt Per ISS internal email 05/11/04 - A Cross Country Healthcare, Inc. 227483104 03/15/04 611 *CCRN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A CTS Corp. *CTS* 126501105 03/05/04 323 1 Elect Directors For Split Mgmt 1.1 Elect Director Walter S. Catlow --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Profusek. We recommend that shareholders WITHHOLD votes from Robert A. Profusek for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Lawrence J. Ciancia --- For 1.3 Elect Director Thomas G. Cody --- For 1.4 Elect Director Gerald H. Frieling, Jr. --- For 1.5 Elect Director Roger R. Hemminghaus --- For 1.6 Elect Director Michael A. Henning --- For 1.7 Elect Director Robert A. Profusek --- Withhold 1.8 Elect Director Donald K. Schwanz --- For 1.9 Elect Director Patricia K. Vincent --- For 2 Approve Omnibus Stock Plan For For Mgmt 06/02/04 - A Curative Health Services, Inc. 23126W100 04/21/04 100 *CURE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul S. Auerbach, M.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Timothy I. Maudlin. We recommend that shareholders WITHHOLD votes from Timothy I. Maudlin for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Daniel E. Berce --- For 1.3 Elect Director Lawrence P. English --- For 1.4 Elect Director Joseph L. Feshbach --- For 1.5 Elect Director Timothy I. Maudlin --- Withhold 1.6 Elect Director Gerard Moufflet --- For 1.7 Elect Director John C. Prior --- For 1.8 Elect Director Peter M. DeComo --- For 1.9 Elect Director Paul F. McConnell --- For 2 Ratify Auditors For For Mgmt 04/23/04 - A Curtiss-Wright Corp. *CW* 231561101 03/03/04 530 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 1,749 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Charles J. Abbe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members and independent outsiders Edward H. Braun for poor attendance, for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Charles J. Abbe for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and Michael R. Gaulke for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. From Peter J. Simone for standing as an affiliated outsider on the Nominating Committee, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. Lastly from insider Robert P. Akins, affiliated outsider William G. Oldham, independent outsiders Young K. Sohn, and Jon D. Tompkins for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert P. Akins --- Withhold 1.3 Elect Director Edward H. Braun --- Withhold 1.4 Elect Director Michael R. Gaulke --- Withhold 1.5 Elect Director William G. Oldham --- Withhold 1.6 Elect Director Peter J. Simone --- Withhold 1.7 Elect Director Young K. Sohn --- Withhold 1.8 Elect Director Jon D. Tompkins --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For Against Mgmt In this case, 66.87 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 05/05/04 - A Delphi Financial Group, Inc. 247131105 03/22/04 2,500 *DFG* 1 Elect Directors For For Mgmt 1.1 Elect Director Donald A. Sherman --- For 1.2 Elect Director Robert Rosenkranz --- For 1.3 Elect Director Van D. Greenfield --- For 1.4 Elect Director Robert M. Smith, Jr. --- For 1.5 Elect Director Harold F. Ilg --- For 1.6 Elect Director Lawrence E. Daurelle --- For 1.7 Elect Director James N. Meehan --- For 1.8 Elect Director Edward A. Fox --- For 1.9 Elect Director Philip R. O'Connor --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 21.95 percent is above the allowable cap for this company of 5.13 percent. 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Divest from Tobacco Equities Against Against ShrHoldr Because of the restrictive format and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/22/04 - A Deltic Timber Corp. *DEL* 247850100 03/11/04 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 3,300 *DRTE* 1 Elect Directors For Split Mgmt 1.1 Elect Director John E. Bailye --- For We recommend a vote FOR the directors with the exception of Patrick J. Zenner. We recommend that shareholders WITHHOLD votes from Patrick J. Zenner for sitting on more than six boards. 1.2 Elect Director John A. Fazio --- For 1.3 Elect Director Bernard M. Goldsmith --- For 1.4 Elect Director Edward J. Kfoury --- For 1.5 Elect Director Paul A. Margolis --- For 1.6 Elect Director John H. Martinson --- For 1.7 Elect Director Terence H. Osborne --- For 1.8 Elect Director Patrick J. Zenner --- Withhold 05/18/04 - A Department 56, Inc. *DFS* 249509100 03/24/04 512 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Diagnostic Products Corp. *DP* 252450101 03/12/04 746 1 Elect Directors For For Mgmt 2 Approve Increase in Size of Board For For Mgmt 05/20/04 - A Dime Community Bancshares, 253922108 03/31/04 3,150 Inc. *DCOM* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Downey Financial Corp. *DSL* 261018105 02/27/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Brent McQuarrie --- For We recommend a vote FOR the directors with the exception of insider Marangal I. Domingo. We recommend that shareholders WITHHOLD votes from Marangal I. Domingo for failure to establish a majority independent board. 1.2 Elect Director James H. Hunter --- For 1.3 Elect Director Marangal I. Domingo --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Dril-Quip, Inc. *DRQ* 262037104 03/22/04 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Alexander P. Shukis --- For We recommend that shareholders WITHHOLD votes from Compensation Committee member and independent outsider Gary L. Stone for not aligning the interests of shareholders with CEO compensation. 1.2 Elect Director Gary L. Stone --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 10.44 percent is within the allowable cap for this company of 11.90 percent, the plan permits cancellation and regrant of stock awards, which we believe reduces the incentive value of the plan. Furthermore, we note that the top four named officers received approximately 72 percent of the total stock options granted in 2003. 05/04/04 - A DSP Group, Inc. *DSPG* 23332B106 03/10/04 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Efunds Corporation *EFD* 28224R101 03/31/04 2,467 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A EGL, Inc. *EAGL* 268484102 04/02/04 1,570 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A El Paso Electric Co. *EE* 283677854 03/08/04 4,000 1 Elect Directors For For Mgmt 06/10/04 - A Emcor Group, Inc. *EME* 29084Q100 04/15/04 255 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 3,000 1 Elect Directors For For Mgmt 05/19/04 - A Enesco Group Inc *ENC* 292973104 03/31/04 1,199 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Stock Option Plan For For Mgmt 4 Ratify Auditors For For Mgmt 06/02/04 - A EPIQ Systems, Inc. *EPIQ* 26882D109 04/07/04 726 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 20.16 percent is above the allowable cap for this company of 19.67 percent. 3 Amend Director & Officer For For Mgmt Indemnification/Liability Provisions 05/11/04 - A Essex Property Trust, Inc. 297178105 02/27/04 1,900 *ESS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 300 *EVG* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Dennis R. Carlton --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider Arthur L. Smith, and insiders Mark S. Sexton and Dennis R. Carlton for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Mark S. Sexton --- Withhold 1.3 Elect Director Arthur L. Smith --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A Fedders Corp. *FJC* 313135501 03/10/04 2,669 1 Elect Directors For Split Mgmt 1.1 Elect Director Sal Giordano, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider S.A. Muscarnera. We recommend that shareholders WITHHOLD votes from S.A. Muscarnera for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director William J. Brennan --- For 1.3 Elect Director David C. Chang --- For 1.4 Elect Director Michael L. Ducker --- For 1.5 Elect Director Joseph Giordano --- For 1.6 Elect Director Howard S. Modlin --- For 1.7 Elect Director S.A. Muscarnera --- Withhold 1.8 Elect Director Anthony E. Puleo --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Restricted Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A FEI Company *FEIC* 30241L109 03/22/04 299 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/07/04 - A FileNet Corp. *FILE* 316869106 03/16/04 1,376 1 Elect Directors For Split Mgmt 1.1 Elect Director L. George Klaus --- For We recommend a vote FOR the directors with the exception of affiliated outsider Theodore J. Smith. We recommend that shareholders WITHHOLD votes from Theodore J. Smith for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director William P. Lyons --- For 1.3 Elect Director Lee D. Roberts --- For 1.4 Elect Director John C. Savage --- For 1.5 Elect Director Roger S. Siboni --- For 1.6 Elect Director Theodore J. Smith --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A First Bancorp(Puerto Rico) 318672102 03/16/04 3,250 *FBP* 1 Elect Directors For For Mgmt 1.1 Elect Director Angel Alvarez Perez --- For 1.2 Elect Director Jose Luis Ferrer-Canals --- For 1.3 Elect Director Sharee Ann Umpierre-Catinchi --- For 2 Elect Director Jose Menendez Cortada For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 2,392 *FMBI* 1 Elect Directors For For Mgmt 05/12/04 - A First Republic Bank (San 336158100 03/26/04 1,253 Francisco) *FRC* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For Against Mgmt The total cost of the company's plans of 12.21 percent is above the allowable cap for this company of 9.22 percent. 3 Ratify Auditors For For Mgmt 04/21/04 - A FirstFed Financial Corp. *FED* 337907109 03/01/04 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/04 - A Flagstar Bancorp, Inc. *FBC* 337930101 04/16/04 4,516 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas J. Hammond --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Thomas J. Hammond, Mark T. Hammond and Kirstin A. Hammond and affiliated outsider Michael Lucci, Sr. We recommend that shareholders WITHHOLD votes from Thomas J. Hammond, Mark T. Hammond, Kirstin A. Hammond and Michael Lucci, Sr. for failure to establish a majority independent board. 1.2 Elect Director Mark T. Hammond --- Withhold 1.3 Elect Director Kirstin A. Hammond --- Withhold 1.4 Elect Director Charles Bazzy --- For 1.5 Elect Director Michael Lucci, Sr. --- Withhold 1.6 Elect Director Frank D'Angelo --- For 1.7 Elect Director Robert W. Dewitt --- For 06/04/04 - A Flowers Foods, Inc. *FLO* 343498101 04/16/04 217 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Franklin L. Burke --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider George E. Deese and independent outsider Franklin L. Burke for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director George E. Deese --- Withhold 2 Ratify Auditors For For Mgmt 05/18/04 - A Forward Air Corporation *FWRD* 349853101 03/10/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Compensation Arrangement For For Mgmt for Non-Employee Director 05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 3,740 1 Elect Directors For Split Mgmt 1.1 Elect Director Tom Kartsotis --- Withhold We recommend a vote FOR Donald J. Stone but WITHHOLD votes from all other nominees. We recommend that shareholders WITHHOLD votes from insider Jal S. Shroff and affiliated outsider Tom Kartsotis for failure to establish an independent nominating committee and for failure to establish majority board independence. 1.2 Elect Director Jal S. Shroff --- Withhold 1.3 Elect Director Donald J. Stone --- For 2 Amend Omnibus Stock Plan For For Mgmt 06/16/04 - A Fred's, Inc. *FRED* 356108100 04/30/04 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 05/20/04 - A Fremont General Corp. *FMT* 357288109 04/14/04 6,200 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Retirement Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/15/04 - A Frontier Oil Corp. *FTO* 35914P105 03/01/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Gables Residential Trust *GBP* 362418105 03/19/04 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Trustee Marcus E. Bromley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Marcus E. Bromley. We recommend that shareholders WITHHOLD votes from Marcus E. Bromley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Trustee James D. Motta --- For 1.3 Elect Trustee Chris C. Stroup --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/04/04 - A Gardner Denver, Inc. *GDI* 365558105 03/05/04 1,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 06/10/04 - A General Communication, Inc. 369385109 04/12/04 4,600 *GNCMA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Donne F. Fisher --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders James M. Schneider and Donne F. Fisher. We recommend that shareholders WITHHOLD votes from James M. Schneider and Donne F. Fisher for poor attendance. 1.2 Elect Director William P. Glasgow --- For 1.3 Elect Director James M. Schneider --- Withhold 2 Amend Stock Option Plan For For Mgmt 06/23/04 - A Genesco Inc. *GCO* 371532102 04/20/04 1,501 1 Elect Directors For For Mgmt 05/18/04 - A Georgia Gulf Corp. *GGC* 373200203 03/29/04 2,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry R. Satrum --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Jerry R. Satrum. We recommend that shareholders WITHHOLD votes from Jerry R. Satrum for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Edward A. Schmitt --- For 1.3 Elect Director Yoshi Kawashima --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/05/04 - A Glenborough Realty Trust Inc. 37803P105 02/27/04 2,400 *GLB* 1 Elect Directors For For Mgmt 04/21/04 - A Gold Banc Corporation, Inc. 379907108 03/04/04 3,200 *GLDB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Allen D. Petersen --- For We recommend a vote FOR the directors with the exception of Donald C. McNeill. We recommend that shareholders WITHHOLD votes from Donald C. McNeill for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director J. Gary Russ --- For 1.3 Elect Director Donald C. McNeill --- Withhold 05/20/04 - A Green Mountain Power Corp. 393154109 03/18/04 600 *GMP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Charter For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 05/19/04 - A Group 1 Automotive Inc. *GPI* 398905109 03/26/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director John L. Adams --- For We recommend a vote FOR the directors with the exception of affiliated outsider Max P. Watson, Jr.. We recommend that shareholders WITHHOLD votes from Max P. Watson, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Max P. Watson, Jr. --- Withhold 1.3 Elect Director J. Terry Strange --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Guitar Center, Inc. *GTRC* 402040109 03/05/04 1,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 1,611 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Harmonic Inc. *HLIT* 413160102 04/07/04 5,700 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Ratify Auditors For For Mgmt 05/10/04 - A Haverty Furniture Companies, 419596101 03/08/04 1,900 Inc. *HVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A Heartland Express, Inc. *HTLD* 422347104 03/10/04 4,101 1 Elect Directors For For Mgmt 05/12/04 - A Heidrick & Struggles 422819102 04/02/04 1,500 International, Inc. *HSII* 1 Elect Directors For For Mgmt 1.1 Elect Director Richard I. Beattie --- For We recommend a vote FOR the directors with the exception of insider Thomas J. Friel. We recommend that shareholders WITHHOLD votes from Thomas J. Friel for standing as an insider on the Compensation Committee. 1.2 Elect Director John A. Fazio --- For 1.3 Elect Director Thomas J. Friel --- For 1.4 Elect Director Antonio Borges --- For 04/28/04 - A Helix Technology Corp. *HELX* 423319102 03/08/04 2,004 1 Elect Directors For Split Mgmt 1.1 Elect Director Gideon Argov --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank Gabron. We recommend that shareholders WITHHOLD votes from Frank Gabron for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Frank Gabron --- Withhold 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Robert J. Lepofsky --- For 1.5 Elect Director Marvin G. Schorr --- For 1.6 Elect Director Alfred Woollacott, III --- For 1.7 Elect Director Mark S. Wrighton --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A Hilb Rogal & Hobbs Co *HRH* 431294107 03/15/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director J.S.M. French --- For We recommend a vote FOR the directors with the exception of Robert S. Ukrop and Robert Lockhart. We recommend that shareholders WITHHOLD votes from Robert S. Ukrop for standing as an affiliated outsider on the Nominating Committee and from Robert Lockhart and Robert Ukrop for failure to establish a majority independent board. 1.2 Elect Director Robert B. Lockhart --- Withhold 1.3 Elect Director Anthony F. Markel --- For 1.4 Elect Director Robert S. Ukrop --- Withhold 2 Change Company Name For For Mgmt 3 Approve Deferred Compensation Plan For For Mgmt 4 Approve Employee Stock Purchase Plan For Against Mgmt Stock purchase plans enable employees to become shareholders, which gives them a stake in the company's growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. In this case, the shares to be purchased under the plan will be purchased in the open market. Since the number of shares reserved under the plan is specified, we cannot determine the dilutive effect of the plan on shareholders' voting power. Large number of shares reserved would cause excessive voting power dilution. As such, we recommend a vote AGAINST this proposal. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/25/04 - A Hooper Holmes, Inc. *HH* 439104100 04/09/04 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - A Hot Topic, Inc. *HOTT* 441339108 04/21/04 3,874 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Hudson United Bancorp *HU* 444165104 03/09/04 3,750 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr 04/22/04 - A Huffy Corp. *HUF* 444356109 02/26/04 1,200 1 Elect Directors For For Mgmt 2 Amend Bundled Compensation Plans For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 2,400 1 Elect Directors For For Mgmt 1.1 Elect Director John D. Baker II --- For 1.2 Elect Director Dale E. Jones --- For 1.3 Elect Director William P. Kennedy --- For 1.4 Elect Director Patrick J. Knipe --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Hydril Company *HYDL* 448774109 03/23/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Kenneth S. McCormick --- For We recommend a vote FOR Kenneth S. McCormick but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsider Lew O. Ward for poor attendance, and from insider Christopher T. Seaver for failure to establish an independent nominating committee. 1.2 Elect Director Christopher T. Seaver --- Withhold 1.3 Elect Director Lew O. Ward --- Withhold 2 Ratify Auditors For For Mgmt 05/19/04 - A IDEXX Laboratories, Inc. 45168D104 03/22/04 2,232 *IDXX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 2,850 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas L. Teti --- For We recommend a vote FOR the directors with the exception of affiliated outsider Malcolm R. Currie, Ph.D.. We recommend that shareholders WITHHOLD votes from Malcolm R. Currie, Ph.D. for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director James E. Bolin --- For 1.3 Elect Director Malcolm R. Currie, Ph.D. --- Withhold 1.4 Elect Director John C. Miles II --- For 1.5 Elect Director Mitchell S. Rosenthal, M.D. --- For 1.6 Elect Director Joy A. Amundson --- For 1.7 Elect Director Terry E. Vandewarker --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Restricted Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/20/04 - A Information Holdings Inc. 456727106 03/01/04 1,800 *IHI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 3,750 *NSIT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Insituform Technologies, Inc. 457667103 03/01/04 300 *INSU* 1 Elect Directors For For Mgmt 06/16/04 - A Insurance Auto Auctions, Inc. 457875102 04/20/04 200 *IAAI* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director Steven G. Mihaylo --- For 1.2 Elect Director J. Robert Anderson --- For 1.3 Elect Director Jerry W. Chapman --- For 1.4 Elect Director Gary D. Edens --- For 1.5 Elect Director C. Roland Haden --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 4,197 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 04/15/04 - A INTERMET Corp. *INMT* 45881K104 03/01/04 1,194 1 Elect Directors For Split Mgmt 1.1 Elect Director John Doddridge --- For We recommend a vote FOR the directors with the exception of affiliated outsider Julia D. Darlow. We recommend that shareholders WITHHOLD votes from Julia D. Darlow for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director John P. Crecine --- For 1.3 Elect Director Julia D. Darlow --- Withhold 1.4 Elect Director Norman F. Ehlers --- For 1.5 Elect Director John R. Horne --- For 1.6 Elect Director Thomas H. Jeffs, II --- For 1.7 Elect Director Charles G. McClure --- For 1.8 Elect Director Richard A. Nawrocki --- For 1.9 Elect Director Richard J. Peters --- For 1.10 Elect Director Pamela E. Rodgers --- For 1.11 Elect Director Gary F. Ruff --- For 2 Ratify Auditors For For Mgmt 06/17/04 - S International Multifoods Corp. 460043102 05/03/04 1,600 1 Approve Merger Agreement For For Mgmt Based on the market premium, the fairness opinion, and the potential strategic synergies, we believe the merger agreement warrants shareholder support. 2 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/26/04 - A Invacare Corp. *IVC* 461203101 04/01/04 1,515 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Investment Technology Group, 46145F105 03/08/04 3,800 Inc. *ITG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A J2 Global Communications, Inc. 46626E205 03/15/04 122 *JCOM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas Y. Bech --- For 1.2 Elect Director Robert J. Cresci --- For 1.3 Elect Director John F. Rieley --- Withhold 1.4 Elect Director Richard S. Ressler --- Withhold 1.5 Elect Director Michael P. Schulhof --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/04 - A JDA Software Group, Inc. 46612K108 03/31/04 1,957 *JDAS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Jo-Ann Stores, Inc. *JAS* 47758P307 04/16/04 1,710 1 Elect Directors For Split Mgmt 1.1 Elect Director Ira Gumberg --- Withhold We recommend shareholders vote FOR Patricia Morrison but WITHHOLD votes from affiliated outsider Ira Gumberg for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Patricia Morrison --- For 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Reduce Supermajority Vote For For Mgmt Requirement 4 Re-Approve Performance Goals Under For For Mgmt the Incentive Compensation Plan 04/22/04 - A John H. Harland Co. *JH* 412693103 03/03/04 100 1 Elect Directors For For Mgmt 05/13/04 - A K2 Inc. *KTO* 482732104 04/02/04 1,839 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 05/06/04 - A Kansas City Southern *KSU* 485170302 03/08/04 4,197 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/07/04 - A Kaydon Corp. *KDN* 486587108 03/10/04 1,562 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Kellwood Co. *KWD* 488044108 04/05/04 2,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin Bloom --- For We recommend a vote FOR Martin Bloom, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Martin J. Granoff and insiders Robert C. Skinner, Jr. and Hal J. Upbin for failure to establish a majority independent board. 1.2 Elect Director Martin Granoff --- Withhold 1.3 Elect Director Robert Skinner, Jr. --- Withhold 1.4 Elect Director Hal Upbin --- Withhold 2 Report on Compliance Standards for Against Abstain ShrHoldr Code of Conduct 05/18/04 - A Kilroy Realty Corp. *KRC* 49427F108 03/16/04 2,500 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. D'Eathe --- Withhold We recommend a vote FOR Edward F. Brennan, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders William P. Dickey and John R. D'Eathe for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director William P. Dickey --- Withhold 1.3 Elect Director E. F. Brennan, Ph.D. --- For 04/27/04 - A Kirby Corp. *KEX* 497266106 03/01/04 2,000 1 Elect Directors For Withhold Mgmt 1.1 Elect Director C. Sean Day --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from C. Berdon Lawrence, William M. Lamont, Jr., and C. Sean Day for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director William M. Lamont, Jr. --- Withhold 1.3 Elect Director C. Berdon Lawrence --- Withhold 2 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan The total cost of the company's plans of 6.58 percent is within the allowable cap for this company of 11.34 percent. Additionally, this plan expressly forbids repricing. 05/21/04 - A Knight Transportation, Inc. 499064103 03/22/04 3,000 *KNGT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kevin P. Knight --- Withhold We recommend a vote FOR Michael Garnreiter, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Kevin P. Knight and affiliated outsider Randy Knight for failure to establish a majority independent board. 1.2 Elect Director Randy Knight --- Withhold 1.3 Elect Director Michael Garnreiter --- For 04/21/04 - A Kopin Corp. *KOPN* 500600101 03/10/04 4,610 1 Elect Directors For Split Mgmt 1.1 Elect Director John C.C. Fan --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Michael A. Wall and David E. Brook. We recommend that shareholders WITHHOLD votes from Michael A. Wall for standing as an affiliated outsider on the Compensation and Nominating committees and from David E. Brook for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director David E. Brook --- Withhold 1.3 Elect Director Andrew H. Chapman --- For 1.4 Elect Director Morton Collins --- For 1.5 Elect Director Chi Chia Hsieh --- For 1.6 Elect Director Michael A. Wall --- Withhold 1.7 Elect Director Michael J. Landine --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Kroll Inc. *KROL* 501049100 03/31/04 1,415 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael G. Cherkasky --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Michael G. Cherkasky and Simon V. Freakley, from whom we recommend shareholders WITHHOLD votes for failure to establish a majority independent board. 1.2 Elect Director Simon V. Freakley --- Withhold 1.3 Elect Director Raymond E. Mabus --- For 1.4 Elect Director Joseph R. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/02/04 - A Labor Ready, Inc. *LRW* 505401208 04/08/04 99 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lance, Inc. *LNCE* 514606102 03/01/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A LandAmerica Financial Group, 514936103 04/02/04 1,600 Inc. *LFG* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Deferred Compensation Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 06/03/04 - A Landry's Restaurants, Inc. 51508L103 04/21/04 2,200 *LNY* 1 Elect Directors For For Mgmt 05/13/04 - A Landstar System, Inc. *LSTR* 515098101 03/19/04 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Lawson Products, Inc. *LAWS* 520776105 03/31/04 900 1 Elect Directors For For Mgmt 05/26/04 - A Lexington Corporate Properties 529043101 04/12/04 4,000 Trust *LXP* 1 Elect Directors For For Mgmt 1.1 Elect Trustee E. Robert Roskind --- For 1.2 Elect Trustee Richard J. Rouse --- For 1.3 Elect Trustee T. Wilson Eglin --- For 1.4 Elect Trustee Geoffrey Dohrmann --- For 1.5 Elect Trustee Carl D. Glickman --- For 1.6 Elect Trustee James Grosfeld --- For 1.7 Elect Trustee Kevin W. Lynch --- For 1.8 Elect Trustee Stanley R. Perla --- For 1.9 Elect Trustee Seth M. Zachary --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/06/04 - A Libbey Inc. *LBY* 529898108 03/17/04 200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 3,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 06/02/04 - A Lone Star Steakhouse & Saloon, 542307103 04/23/04 100 Inc. *STAR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Lone Star Technologies, Inc. 542312103 03/15/04 1 *LSS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt 04/22/04 - A Lydall, Inc. *LDL* 550819106 02/26/04 1,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Asseo --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Leslie Duffy. We recommend that shareholders WITHHOLD votes from W. Leslie Duffy for standing as an affiliated outsider on the Compensation Committee and Nominating committees. 1.2 Elect Director Kathleen Burdett --- For 1.3 Elect Director W. Leslie Duffy --- Withhold 1.4 Elect Director Matthew T. Farrell --- For 1.5 Elect Director David Freeman --- For 1.6 Elect Director Suzanne Hammett --- For 1.7 Elect Director Christopher R. Skomorowski --- For 1.8 Elect Director S. Carl Soderstrom, Jr. --- For 1.9 Elect Director Elliott F. Whitely --- For 1.10 Elect Director Roger M. Widmann --- For 2 Ratify Auditors For For Mgmt 04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 2,287 1 Elect Directors For For Mgmt 1.1 Elect Director Herbert T. Buchwald --- For 1.2 Elect Director Larry A. Mizel --- For 2 Prepare Sustainability Report Against For ShrHoldr Given the company's current lack of disclosure and the fact that preparation of this report will provide shareholders with a more complete view of the company's policies regarding this matter, we recommend that shareholders support this shareholder proposal. 04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 2,800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry A. Ekl --- Withhold We recommend that shareholders WITHHOLD votes from all the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Lois B. Vasto for failure to establish a majority independent board and for standing as an affiliated outsider on the Nominating Committee. We also recommend that shareholders WITHHOLD votes from insiders Jerry A. Weberling, Thomas R. Perz, and Kenneth R. Koranda, and from affiliated outsider Terry A. Ekl for failure to establish a majority independent board. 1.2 Elect Director Kenneth R. Koranda --- Withhold 1.3 Elect Director Thomas R. Perz --- Withhold 1.4 Elect Director Lois B. Vasto --- Withhold 1.5 Elect Director Jerry A. Weberling --- Withhold 05/18/04 - A Massey Energy Company *MEE* 576206106 03/31/04 2,579 1 Elect Directors For For Mgmt 1.1 Elect Director William R. Grant --- For 1.2 Elect Director Dan R. Moore --- For 1.3 Elect Director Martha R. Seger --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote Because we support the submission of golden parachutes for shareholder ratification as long as there is no requirement for prior shareholder approval, we believe that this proposal warrants shareholder support. 06/24/04 - A Material Sciences Corp. *MSC* 576674105 04/28/04 199 1 Elect Directors For For Mgmt 1.1 Elect Director Avrum Gray --- For 1.2 Elect Director Frank L. Hohmann III --- For 1.3 Elect Director Dr. Ronald A. Mitsch --- For 1.4 Elect Director Dr. Mary P. Quin --- For 1.5 Elect Director John P. Reilly --- For 1.6 Elect Director John D. Roach --- For 1.7 Elect Director Curtis G. Solsvig III --- For 1.8 Elect Director Ronald L. Stewart --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 3,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 05/11/04 - A Midas, Inc. *MDS* 595626102 03/24/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Midway Games Inc. *MWY* 598148104 04/20/04 1,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Harold H. Bach, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Neil D. Nicastro and affiliated outsiders Harold H. Bach, Jr., Louis J. Nicastro and Ira S. Sheinfeld. We recommend that shareholders WITHHOLD votes from Neil D. Nicastro, Harold H. Bach, Jr., Louis J. Nicastro and Ira S. Sheinfeld for failure to establish a majority independent board. 1.2 Elect Director William C. Bartholomay --- For 1.3 Elect Director Kenneth D. Cron --- For 1.4 Elect Director Louis J. Nicastro --- Withhold 1.5 Elect Director Neil D. Nicastro --- Withhold 1.6 Elect Director Shari E. Redstone --- For 1.7 Elect Director Ira S. Sheinfeld --- Withhold 1.8 Elect Director Robert N. Waxman --- For 2 Ratify Auditors For For Mgmt 06/09/04 - A Milacron Inc. *MZ* 598709103 04/15/04 765 1 Increase Authorized Common Stock For For Mgmt 2 Adjust Par Value of Common Stock For For Mgmt 3 Amend Articles For For Mgmt 4 Authorize New Class of Preferred For For Mgmt Stock 5 Approve Issuance of For For Mgmt Warrants/Convertible Debentures 6 Issue Common Stock in Conjunction For For Mgmt with Rights Offering 7 Amend Articles For For Mgmt 8 Amend Articles For For Mgmt 9 Reduce Par Value of Serial For For Mgmt Preference Stock 10 Elect Directors For For Mgmt 10.1 Elect Director David L. Burner --- For 10.2 Elect Director Joseph A. Steger --- For 10.3 Elect Director Steven N. Isaacs --- For 11 Approve Omnibus Stock Plan For For Mgmt 12 Ratify Auditors For For Mgmt 13 Limit Executive Compensation Against Against ShrHoldr In this case, the restricted stock granted to executives was performance-based and there were no bonuses or options grants to top executives paid in 2003. In view of the company's ongoing restructuring and refinancing, we believe that retention of management is important. The proposal is too restrictive as it calls for a ban on options and restricted stock, which are long term incentive components. 05/18/04 - A Monaco Coach Corp. *MNC* 60886R103 03/22/04 2,300 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 2,800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Gennaro J. Fulvio --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Robert B. Hodes for standing as an affiliated outsider on the Nominating Committee and failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Gennaro J. Fulvio, Gary S. Gladstein, and Terry Hermanson for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and William D. O'Hagan, Harvey L. Carp and Robert B. Hodes for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and failing to create a majority independent board. 1.2 Elect Director Gary S. Gladstein --- Withhold 1.3 Elect Director Terry Hermanson --- Withhold 1.4 Elect Director Robert B. Hodes --- Withhold 1.5 Elect Director Harvey L. Karp --- Withhold 1.6 Elect Director William D. O'Hagan --- Withhold 2 Ratify Auditors For For Mgmt 04/21/04 - A Myers Industries, Inc. *MYE* 628464109 03/05/04 2,424 1 Elect Directors For For Mgmt 05/28/04 - A Nature's Sunshine Products, 639027101 04/09/04 1,200 Inc. *NATR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard G. Hinckley --- For We recommend that shareholders vote FOR Richard G. Hinckley but WITHHOLD votes from affilaited outsider Eugene L. Hughes. We recommend that shareholders WITHHOLD votes from Eugene L. Hughes for failure to establish a majority independent board. 1.2 Elect Director Eugene L. Hughes --- Withhold 2 Ratify Auditors For For Mgmt 06/07/04 - A NAUTILUS GROUP INC *NLS* 63910B102 04/09/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter A. Allen --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Paul F. Little, Robert S. Falcone and Kirkland C. Aly. We recommend that shareholders WITHHOLD votes from Audit Committee members Paul F. Little, Robert S. Falcone and Kirkland C. Aly for paying excessive non-audit fees. 1.2 Elect Director Kirkland C. Aly --- Withhold 1.3 Elect Director Robert S. Falcone --- Withhold 1.4 Elect Director Greggory C. Hammann --- For 1.5 Elect Director Frederick T. Hull --- For 1.6 Elect Director Paul F. Little --- Withhold 1.7 Elect Director James M. Weber --- For 2 Ratify Auditors For Against Mgmt 04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 5,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A NCO Group, Inc. *NCOG* 628858102 04/02/04 1,654 1 Elect Directors For Split Mgmt 1.1 Elect Director W. C. Dunkelberg Ph.D. --- For We recommend a vote FOR W. C. Dunkelberg Ph.D., but WITHHOLD votes from affiliated outsider Allen F. Wise. We recommend that shareholders WITHHOLD votes from Allen F. Wise for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director Allen F. Wise --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 05/26/04 - A Netegrity, Inc. *NETE* 64110P107 03/30/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director Sandra E. Bergeron --- For We recommend a vote FOR the directors with the exception of independent outsider Eric R. Giler. We recommend that shareholders WITHHOLD votes from Eric R. Giler for poor attendance. 1.2 Elect Director Barry N. Bycoff --- For 1.3 Elect Director Eric R. Giler --- Withhold 1.4 Elect Director Lawrence D. Lenihan, Jr. --- For 1.5 Elect Director Ronald T. Maheu --- For 1.6 Elect Director Ralph B. Wagner --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 4,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Northwest Natural Gas Co. 667655104 04/08/04 2,300 *NWN* 1 Elect Directors For For Mgmt 05/18/04 - A Noven Pharmaceuticals, Inc. 670009109 04/07/04 1,800 *NOVN* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/14/04 - S Nuevo Energy Co. 670509108 04/12/04 1,600 1 Approve Merger Agreement For For Mgmt 05/03/04 - A NVR, Inc. *NVR* 62944T105 03/01/04 305 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt 4 Amend Director Qualifications For For Mgmt 5 Amend Bylaws For For Mgmt 6 Establish Range For Board Size For For Mgmt 7 Amend Bylaws For For Mgmt 8 Prepare Sustainability Report Against Against ShrHoldr 05/13/04 - A O'Charley's Inc. *CHUX* 670823103 03/18/04 1,900 1 Elect Directors For For Mgmt 05/14/04 - A Oceaneering International, 675232102 03/22/04 200 Inc. *OII* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Odyssey Healthcare, Inc. 67611V101 03/26/04 1,390 *ODSY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard R. Burnham --- Withhold We recommend a vote FOR Martin S. Rash, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insiders Richard R. Burnham and David C. Gasmire for failure to establish a majority independent board. 1.2 Elect Director David C. Gasmire --- Withhold 1.3 Elect Director Martin S. Rash --- For 2 Ratify Auditors For For Mgmt 06/15/04 - A On Assignment, Inc. *ASGN* 682159108 04/23/04 2,198 1 Elect Directors For Split Mgmt 1.1 Elect Director William E. Brock --- For We recommend a vote FOR William E. Brock, but WITHHOLD votes from affiliated outsider Elliot Ettenberg. We recommend that shareholders WITHHOLD votes from Elliot Ettenberg for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Elliott Ettenberg --- Withhold 2 Ratify Auditors For For Mgmt 06/10/04 - A Osteotech, Inc. *OSTE* 688582105 04/19/04 1,499 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard W. Bauer --- Withhold We recommend a vote FOR Stephen S. Galliker, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Stephen J. Sogin, Ph.D., John Phillip Kostuik, M.D., FRCS(C), Donald D. Johnston, Kenneth P. Fallon, III, and insiders Michael J. Jeffries and Richard W. Bauer for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Kenneth P. Fallon, III --- Withhold 1.3 Elect Director Stephen S. Galliker --- For 1.4 Elect Director Michael J. Jeffries --- Withhold 1.5 Elect Director Donald D. Johnston --- Withhold 1.6 Elect Director John Phillip Kostuik, M.D. --- Withhold 1.7 Elect Director Stephen J. Sogin, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 04/29/04 - A Owens & Minor, Inc. *OMI* 690732102 03/03/04 3,100 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Marshall Acuff, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Anne Marie Whittemore. We recommend that shareholders WITHHOLD votes from Anne Marie Whittemore for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director Henry A. Berling --- For 1.3 Elect Director James B. Farinholt, Jr. --- For 1.4 Elect Director Anne Marie Whittemore --- Withhold 2 Ratify Auditors For For Mgmt 04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 2,000 *PFCB* 1 Elect Directors For For Mgmt 1.1 Elect Director Richard L. Federico --- For 1.2 Elect Director R. Michael Welborn --- For 1.3 Elect Director James D. Shennan, Jr. --- For 1.4 Elect Director F. Lane Cardwell, Jr. --- For 1.5 Elect Director Kenneth J. Wessels --- For 1.6 Elect Director M. Ann Rhoades --- For 1.7 Elect Director Lesley H. Howe --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/19/04 - A Pacific Sunwear of California, 694873100 04/05/04 6,294 Inc. *PSUN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Patina Oil & Gas Corp. *POG* 703224105 04/07/04 5,221 1 Elect Directors For For Mgmt 1.1 Elect Director Charles E. Bayless --- For 1.2 Elect Director Jeffrey L. Berenson --- For 1.3 Elect Director Robert J. Clark --- For 1.4 Elect Director Jay W. Decker --- For 1.5 Elect Director Thomas J. Edelman --- For 1.6 Elect Director Elizabeth K. Lanier --- For 1.7 Elect Director Alexander P. Lynch --- For 1.8 Elect Director Paul M. Rady --- For 1.9 Elect Director Jon R. Whitney --- For 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/29/04 - A Paxar Corp. *PXR* 704227107 03/19/04 2,000 1 Elect Directors For For Mgmt 06/03/04 - A PCTEL, Inc. *PCTI* 69325Q105 04/19/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Pediatrix Medical Group, Inc. 705324101 03/15/04 1,700 *PDX* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Cesar L. Alvarez --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Michael B. Fernandez for standing as an affiliated outsider on the Audit and Compensation committees, from Michael B. Fernandez and Cesar L. Alvarez for standing as affiliated outsiders on the Nominating Committee, from Roger J. Medel, M.D., Paul G. Gabos, Roger K. Freeman, M.D., Michael B. Fernandez, Waldemar A. Carlo, M.D., and Cesar L. Alvarez for failing to remove a modified dead-hand feature in the company's poison pill, and from Lawrence M. Mullen, Roger J. Medel, M.D., Michael B. Fernandez, and Cesar L. Alvarez for failure to establish a majority independent board. 1.2 Elect Director Waldemar A. Carlo, M.D. --- Withhold 1.3 Elect Director Michael B. Fernandez --- Withhold 1.4 Elect Director Roger K. Freeman, M.D. --- Withhold 1.5 Elect Director Paul G. Gabos --- Withhold 1.6 Elect Director Roger J. Medel, M.D. --- Withhold 1.7 Elect Director Lawrence M. Mullen --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 05/03/04 - A Pegasus Solutions *PEGS* 705906105 03/09/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Performance Food Group Co. 713755106 03/29/04 3,700 *PFGC* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 05/19/04 - A Pharmaceutical Product 717124101 03/19/04 303 Development, Inc. *PPDI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stuart Bondurant, M.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider John A. McNeill, Jr. We recommend that shareholders WITHHOLD votes from John A. McNeill, Jr. for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Frederick Frank --- For 1.3 Elect Director Terry Magnuson, Ph.D. --- For 1.4 Elect Director Fredric N. Eshelman --- For 1.5 Elect Director David L. Grange --- For 1.6 Elect Director Ernest Mario, Ph.D. --- For 1.7 Elect Director Marye Anne Fox --- For 1.8 Elect Director Catherine M. Klema --- For 1.9 Elect Director John A. McNeill, Jr. --- Withhold 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/29/04 - A Philadelphia Consolidated 717528103 03/31/04 1,754 Holding Corp. *PHLY* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/15/04 - A Phillips-Van Heusen Corp. 718592108 04/20/04 100 *PVH* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Pinnacle Entertainment, Inc. 723456109 03/31/04 2,900 *PNK* 1 Elect Directors For For Mgmt 04/28/04 - A Piper Jaffray Cos *PJC* 724078100 03/03/04 1,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A PolyOne Corp. *POL* 73179P106 03/22/04 7,498 1 Elect Directors For For Mgmt 2 Amend Deferred Compensation Plan For For Mgmt 05/19/04 - A Presidential Life Corp. *PLFE* 740884101 04/09/04 2,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Donald Barnes --- Withhold We recommend a vote FOR the directors with the exception of insiders Herbert Kurz and Donald L. Barnes. We recommend that shareholders WITHHOLD votes from Herbert Kurz for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend WITHHOLDING votes from Donald L. Barnes for failure to establish an independent nominating committee. 1.2 Elect Director Richard A. Giesser --- For 1.3 Elect Director Herbert Kurz --- Withhold 1.4 Elect Director P. Frederick Pape, Jr. --- For 1.5 Elect Director Lawrence Rivkin --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Prima Energy Corp. *PENG* 741901201 04/12/04 1,200 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/20/04 - A Prime Hospitality Corp. *PDQ* 741917108 04/07/04 3,700 1 Elect Directors For For Mgmt 05/17/04 - A Priority Healthcare Corp. 74264T102 03/18/04 3,500 *PHCC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 04/22/04 - A Progress Software Corp. *PRGS* 743312100 02/26/04 2,699 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/21/04 - A Provident Bankshares Corp. 743859100 03/01/04 2,054 *PBKS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Melvin A. Bilal --- For We recommend a vote FOR the directors with the exception of Ward B. Coe, III. We recommend that shareholders WITHHOLD votes from Ward B. Coe, III for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Ward B. Coe, III --- Withhold 1.3 Elect Director William J. Crowley, Jr. --- For 1.4 Elect Director Gary N. Geisel --- For 1.5 Elect Director Bryan J. Logan --- For 1.6 Elect Director Frederick W. Meier, Jr. --- For 2 Approve Merger Agreement For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Province Healthcare Co. *PRV* 743977100 03/23/04 2,904 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/04 - A QRS Corp. *QRSI* 74726X105 04/16/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 05/05/04 - A Quaker Chemical Corp. *KWR* 747316107 03/05/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A RadiSys Corp. *RSYS* 750459109 03/22/04 1,482 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/10/04 - A Rare Hospitality 753820109 03/16/04 2,700 International, Inc. *RARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director James D. Dixon --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald W. San Martin. We recommend that shareholders WITHHOLD votes from Ronald W. San Martin for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Eugene I. Lee, Jr. --- For 1.3 Elect Director Ronald W. San Martin --- Withhold 1.4 Elect Director Roger L. Boeve --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Regal-Beloit Corp. *RBC* 758750103 02/27/04 2,100 1 Elect Directors For For Mgmt 06/11/04 - A Regeneron Pharmaceuticals, 75886F107 04/16/04 4,136 Inc. *REGN* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Leonard S. Schleifer, M.D., Ph.D. --- Withhold We recommend that shareholders WITHHOLD votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Leonard S. Schleifer, M.D., Ph.D., George D. Yancopoulos, M.D., Ph.D., and affiliated outsider Eric M. Shooter, Ph.D., for failure to establish a majority independent board. 1.2 Elect Director Eric M. Shooter, Ph.D. --- Withhold 1.3 Elect Director George D. Yancopoulos, M.D., Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 21.07 percent is above the allowable cap for this company of 14.70 percent. Equity grants including stock options, restricted stock and other forms of long-term incentive awards to top five named executive officers were 25.02 percent of the total shares awarded in the current year. 05/19/04 - A Reliance Steel & Aluminum Co. 759509102 04/08/04 2,600 *RS* 1 Change Range for Size of the Board For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Elect Directors For Split Mgmt 3.1 Elect Director Joe D. Crider --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Joe D. Crider. We recommend that shareholders WITHHOLD votes from Joe D. Crider for standing as an affiliated outsider on the Compensation and Nominating committees. 3.2 Elect Director Thomas W. Gimbel --- For 3.3 Elect Director David H. Hannah --- For 3.4 Elect Director Gregg J. Mollins --- For 4 Approve Stock Option Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/24/04 - A Remington Oil & Gas Corp. 759594302 03/31/04 2,300 *REM* 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Goble, Jr. --- For 1.2 Elect Director William E. Greenwood --- For 1.3 Elect Director Robert P. Murphy --- For 1.4 Elect Director David E. Preng --- For 1.5 Elect Director Thomas W. Rollins --- For 1.6 Elect Director Alan C. Shapiro --- For 1.7 Elect Director James A. Watt --- For 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding repricing without shareholder approval. However, the total cost of the company's plan of 12.16 percent is above the allowable cap for this company of 10.44 percent. The aggregate number of options issued to the company's named executives in 2003 represents 29.44 percent of the total options granted for that year. 06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 3,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Increase Authorized Common Stock For For Mgmt 04/28/04 - A Republic Bancorp, Inc. *RBNC* 760282103 03/10/04 5,240 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/06/04 - A RLI Corp. *RLI* 749607107 03/08/04 1,711 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/29/04 - A Rogers Corp. *ROG* 775133101 03/04/04 1,300 1 Fix Number of Directors For For Mgmt We believe that the proposed change is minor and that it is not motivated by a desire to entrench management. 2 Elect Directors For Split Mgmt 2.1 Elect Director Leonard M. Baker --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Leonard M. Baker. We recommend that shareholders WITHHOLD votes from Leonard M. Baker for standing as an affiliated outsider on the Nominating Committee. 2.2 Elect Director Walter E. Boomer --- For 2.3 Elect Director Edward L. Diefenthal --- For 2.4 Elect Director Gregory B. Howey --- For 2.5 Elect Director Leonard R. Jaskol --- For 2.6 Elect Director Eileen S. Kraus --- For 2.7 Elect Director William E. Mitchell --- For 2.8 Elect Director Robert G. Paul --- For 2.9 Elect Director Robert D. Wachob --- For 3 Ratify Auditors For For Mgmt 4 Alter Mandatory Retirement Policy For For Mgmt for Directors 05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 2,440 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Jellison --- For 1.2 Elect Director W. Lawrence Banks --- For 1.3 Elect Director David W. Devonshire --- For 1.4 Elect Director John F. Fort III --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/30/04 - A RTI International Metals, Inc. 74973W107 03/01/04 1,800 *RTI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/18/04 - A Rudolph Technologies, Inc. 781270103 03/31/04 699 *RTEC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel H. Berry --- Withhold We recommend a vote FOR Thomas G. Greig, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Daniel H. Berry for standing as an affiliated outsider on the Audit and Compensation committees and from affiliated outsider Richard F. Spanier for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Thomas G. Greig --- For 1.3 Elect Director Richard F. Spanier --- Withhold 2 Ratify Auditors For For Mgmt 05/05/04 - A Russ Berrie and Company, Inc. 782233100 03/15/04 1,700 *RUS* 1 Elect Directors For For Mgmt 04/21/04 - A Russell Corp. *RML* 782352108 03/05/04 2,600 1 Elect Directors For Split Mgmt 1.1 Elect Director C.V. Nalley III --- For We recommend shareholders vote FOR the nominees, with the exception of John A. White, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board 1.2 Elect Director John R. Thomas --- For 1.3 Elect Director John A. White --- Withhold 2 Change State of Incorporation from For For Mgmt Alabama to Delaware 05/05/04 - A Ryan's Restaurant Group, Inc. 783519101 03/03/04 3,400 *RYAN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles D. Way --- For We recommend a vote FOR the directors with the exception of affiliated outsider James M. Shoemaker, Jr.. We recommend that shareholders WITHHOLD votes from James M. Shoemaker, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director G. Edwin Mccranie --- For 1.3 Elect Director James M. Shoemaker, Jr. --- Withhold 1.4 Elect Director Barry L. Edwards --- For 1.5 Elect Director Harold K. Roberts, Jr. --- For 1.6 Elect Director Brian S. Mackenzie --- For 1.7 Elect Director James D. Cockman --- For 2 Change Company Name For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Ryerson Tull, Inc. *RT* 78375P107 03/03/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 1,400 International Inc. *SWM* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 2,850 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A SCPIE Holdings Inc. *SKP* 78402P104 03/22/04 66 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 05/19/04 - A SEACOR HOLDINGS INC. *CKH* 811904101 03/24/04 1,025 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Selective Insurance Group, 816300107 03/10/04 810 Inc. *SIGI* 1 Elect Directors For For Mgmt 05/26/04 - A Shopko Stores, Inc. *SKO* 824911101 04/02/04 2,062 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/29/04 - A Shurgard Storage Centers, Inc. 82567D104 06/03/04 4,000 *SHU* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/20/04 - A Sierra Health Services, Inc. 826322109 04/01/04 444 *SIE* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/07/04 - A Simpson Manufacturing Co., 829073105 02/09/04 1,900 Inc. *SSD* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A SkyWest, Inc. *SKYW* 830879102 03/31/04 4,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry C. Atkin --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Sidney J. Atkin, Steven F. Udvar-Hazy, and J. Ralph Atkin. We recommend that shareholders WITHHOLD votes from Sidney J. Atkin for standing as affiliated outsider on the Compensation and Nominating & Governance committees, Steven F. Udvar-Hazy for standing as affiliated outsider on the Compensation Committee, and J. Ralph Atkin for standing as affiliated outsider on the Compensation Committee. 1.2 Elect Director J. Ralph Atkin --- Withhold 1.3 Elect Director Steven F. Udvar-Hazy --- Withhold 1.4 Elect Director Ian M. Cumming --- For 1.5 Elect Director W. Steve Albrecht --- For 1.6 Elect Director Mervyn K. Cox --- For 1.7 Elect Director Sidney J. Atkin --- Withhold 1.8 Elect Director Hyrum W. Smith --- For 1.9 Elect Director Robert G. Sarver --- For 2 Ratify Auditors For For Mgmt 05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 2,611 Texas, Inc. *SWBT* 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/06/04 - A Southwest Gas Corp. *SWX* 844895102 03/09/04 2,900 1 Elect Directors For For Mgmt 2 Approve/Amend Executive Incentive For Against Mgmt Bonus Plan We recognize that cash and stock bonus plans such as this one can be an important part of an executive's overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general and certain industries in particular, can greatly impact the company's stock price. As a result, a bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. However, since this plan reserves shares, we estimated the total cost of the company's plans of 5.51 percent, which is above the allowable cap for this company of 5.33 percent. 3 Ratify Auditors For For Mgmt 05/12/04 - A Southwestern Energy Co. *SWN* 845467109 03/16/04 2,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/18/04 - A Spherion Corp. *SFN* 848420105 03/24/04 4,900 1 Elect Directors For For Mgmt 2 Amend Articles For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/05/04 - A Spinnaker Exploration Company 84855W109 03/12/04 2,700 *SKE* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Standard Motor Products, Inc. 853666105 04/09/04 1,700 *SMP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Marilyn F. Cragin --- Withhold We recommend a vote FOR the directors with the exceptions of insider Lawrence I. Sills and affiliated outsiders Arthur S. Sills, Arthur D. Davis and Marilyn F. Cragin. We recommend that shareholders WITHHOLD votes from Lawrence I. Sills, Arthur S. Sills, Arthur D. Davis, and Marilyn F. Cragin for failure to disclose the members of the nominating committee and for failure to establish a majority independent board. 1.2 Elect Director Arthur D. Davis --- Withhold 1.3 Elect Director Robert M. Gerrity --- For 1.4 Elect Director John L. Kelsey --- For 1.5 Elect Director Kenneth A. Lehman --- For 1.6 Elect Director Arthur S. Sills --- Withhold 1.7 Elect Director Lawrence I. Sills --- Withhold 1.8 Elect Director Frederick D. Sturdivant --- For 1.9 Elect Director William H. Turner --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 05/12/04 - A Standard Pacific Corp. *SPF* 85375C101 03/17/04 2,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Standard Register Co. *SR* 853887107 02/23/04 141 1 Elect Directors For Split Mgmt 1.1 Elect Director Roy W. Begley, Jr. --- For We recommend a vote FOR the directors with the exceptions of insiders Dennis L. Rediker and Paul H. Granzow. We recommend that shareholders WITHHOLD votes from Dennis L. Rediker and Paul H. Granzow for failure to establish an independent nominating committee. 1.2 Elect Director F. David Clarke, III --- For 1.3 Elect Director Paul H. Granzow --- Withhold 1.4 Elect Director Sherrill W. Hudson --- For 1.5 Elect Director Dennis L. Rediker --- Withhold 1.6 Elect Director Ann Scavullo --- For 1.7 Elect Director John J. Schiff, Jr. --- For 1.8 Elect Director John Q. Sherman, II --- For 2 Ratify Auditors For For Mgmt 05/07/04 - A StarTek, Inc. *SRT* 85569C107 04/02/04 1,100 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Emmet Stephenson, Jr --- Withhold We recommend a vote FOR the directors with the exception of insider A. Emmet Stephenson, Jr.. We recommend that shareholders WITHHOLD votes from A. Emmet Stephenson, Jr. for standing as an insider on the Compensation and Nominating committees. 1.2 Elect Director William E. Meade, Jr. --- For 1.3 Elect Director Ed Zschau --- For 1.4 Elect Director Hank Brown --- For 1.5 Elect Director Michael S. Shannon --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 06/08/04 - A Stein Mart, Inc. *SMRT* 858375108 04/09/04 3,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Alvin R. Carpenter --- For We recommend a vote FOR the directors with the exceptions of independent outsiders James H. Winston and Linda McFarland Farthing. We recommend that shareholders WITHHOLD votes from Audit Committee members James H. Winston and Linda McFarland Farthing for paying excessive non-audit fees. 1.2 Elect Director Linda McFarland Farthing --- Withhold 1.3 Elect Director Michael D. Fisher --- For 1.4 Elect Director Mitchell W. Legler --- For 1.5 Elect Director Michael D. Rose --- For 1.6 Elect Director Richard L. Sisisky --- For 1.7 Elect Director Jay Stein --- For 1.8 Elect Director Martin E. Stein, Jr. --- For 1.9 Elect Director J. Wayne Weaver --- For 1.10 Elect Director John H. Williams, Jr. --- For 1.11 Elect Director James H. Winston --- Withhold 04/26/04 - A Sterling Bancshares, Inc. /TX 858907108 02/27/04 2,402 *SBIB* 1 Elect Directors For For Mgmt 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A Stewart Information Services 860372101 03/02/04 1,400 Corp. *STC* 1 Elect Directors For For Mgmt 05/20/04 - A Stone Energy Corp. *SGY* 861642106 03/25/04 2,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/04/04 - A Sturm, Ruger & Co., Inc. *RGR* 864159108 03/05/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director William B. Ruger, Jr. --- For 1.2 Elect Director Stephen L. Sanetti --- For 1.3 Elect Director Richard T. Cunniff --- For 1.4 Elect Director Townsend Hornor --- For 1.5 Elect Director Paul X. Kelley --- For 1.6 Elect Director John M. Kingsley, Jr. --- For 1.7 Elect Director James E. Service --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/21/04 - S Susquehanna Bancshares, Inc. 869099101 03/11/04 3,209 *SUSQ* 1 Approve Merger Agreement For For Mgmt 2 Other Business For Against Mgmt 06/10/04 - A Susquehanna Bancshares, Inc. 869099101 03/31/04 3,309 *SUSQ* 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne E. Alter, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider T. Max Hall. We recommend that shareholders WITHHOLD votes from T. Max Hall for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James G. Apple --- For 1.3 Elect Director John M. Denlinger --- For 1.4 Elect Director Chloe R. Eichelberger --- For 1.5 Elect Director T. Max Hall --- Withhold 1.6 Elect Director William B. Zimmerman --- For 1.7 Elect Director E. Susan Piersol --- For 04/28/04 - A TBC Corp. *TBCC* 872180104 03/08/04 1,700 1 Elect Directors For For Mgmt 1.1 Elect Director Michael E. Dunlap --- For 1.2 Elect Director C. A. Ledsinger, Jr. --- For 1.3 Elect Director William J. Mccarthy --- For 1.4 Elect Director Raymond E. Schultz --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Technitrol, Inc. *TNL* 878555101 03/05/04 3,300 1 Elect Directors For For Mgmt 04/28/04 - A Teledyne Technologies, Inc. 879360105 03/08/04 2,600 *TDY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A TETRA Technologies, Inc. *TTI* 88162F105 03/15/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director Ralph S. Cunningham --- For 1.2 Elect Director Tom H. Delimitros --- For 1.3 Elect Director Geoffrey M. Hertel --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 59.56 percent is above the allowable cap for this company of 11.34 percent. 05/27/04 - A The Cato Corporation *CTR* 149205106 03/29/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Currin --- Withhold We recommend a vote FOR the directors with the exception of George S. Currin. We recommend that shareholders WITHHOLD votes from George S. Currin for standing as an affiliated outsider on key board committees and for failure to establish a majority independent board. 1.2 Elect Director A.F. (Pete) Sloan --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Stock Option Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 1,194 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/04/04 - A The J. Jill Group, Inc. *JILL* 466189107 04/05/04 1,599 1 Elect Directors For For Mgmt 05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 1,232 *MTW* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 06/30/04 - A The Men's Wearhouse, Inc. *MW* 587118100 05/12/04 3,100 1 Elect Directors For Split Mgmt 1.1 Elect Director George Zimmer --- For We recommend a vote FOR the directors with the exception of Sheldon I. Stein. We recommend that shareholders WITHHOLD votes from Sheldon I. Stein for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- For 1.4 Elect Director Michael L. Ray, Ph.D. --- For 1.5 Elect Director Sheldon I. Stein --- Withhold 1.6 Elect Director Kathleen Mason --- For 1.7 Elect Director Deepak Chopra, M.D. --- For 1.8 Elect Director William B. Sechrest --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 6 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board A substantial majority independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of managment and that does not have an interest in the company that differs from the interests of other shareholders. 06/02/04 - A The Pep Boys - Manny, Moe & 713278109 04/02/04 1,633 Jack *PBY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Benjamin Strauss --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider Benjamin Strauss and independent outsiders William Leonard, John T. Sweetwood, Jane Scaccetti, Peter A. Bassi, Malcolmn D. Pryor, J. Richard Leaman, Jr., and Bernard J. Korman. We recommend that shareholders WITHHOLD votes from Benjamin Strauss for standing as an affiliated outsider on the Nominating and Governance Committee, and from William Leonard, John T. Sweetwood, Jane Scaccetti, Peter A. Bassi, Malcolmn D. Pryor, J. Richard Leaman, Jr., and Bernard J. Korman for their failure to remove a dead-hand-type provision in the poison pill and for their failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Bernard J. Korman --- Withhold 1.3 Elect Director J. Richard Leaman, Jr. --- Withhold 1.4 Elect Director Malcolmn D. Pryor --- Withhold 1.5 Elect Director Peter A. Bassi --- Withhold 1.6 Elect Director Jane Scaccetti --- Withhold 1.7 Elect Director John T. Sweetwood --- Withhold 1.8 Elect Director William Leonard --- Withhold 1.9 Elect Director Lawrence N. Stevenson --- For 1.10 Elect Director M. Shan Atkins --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 04/21/04 - A The Ryland Group, Inc. *RYL* 783764103 02/09/04 1,853 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 3 Prepare Sustainability Report Against For ShrHoldr Given the company's current lack of disclosure and the fact that preparation of this report will provide shareholders with a more complete view of the company's policies regarding this matter, we recommend that shareholders support this shareholder proposal. 04/27/04 - A The South Financial Group Inc. 837841105 03/01/04 4,500 *TSFG* 1 Elect Directors For Split Mgmt 1.1 Elect Director William P. Brant --- For We recommend a vote FOR the directors with the exception of affiliated outsider David C. Wakefield III. We recommend that shareholders WITHHOLD votes from David C. Wakefield III for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director J. W. Davis --- For 1.3 Elect Director C. Claymon Grimes, Jr. --- For 1.4 Elect Director William S. Hummers III --- For 1.5 Elect Director William R. Timmons III --- For 1.6 Elect Director David C. Wakefield III --- Withhold 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 5.52 percent is above the allowable cap for this company of 5.23 percent. 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.40 percent is above the allowable cap for this company of 5.23 percent. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 100,000,000 shares, is below the allowable threshold of 165,000,000 shares. 5 Amend Non-Employee Director Stock For For Mgmt Option Plan The total cost of the company's plans of 5.05 percent is below the allowable cap for this company of 5.23 percent. 6 Amend Employee Stock Purchase Plan For For Mgmt We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 7 Ratify Auditors For For Mgmt 04/15/04 - A The Stride Rite Corp. *SRR* 863314100 02/19/04 3,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Theragenics Corp. *TGX* 883375107 03/15/04 677 1 Elect Directors For For Mgmt 04/22/04 - A Thomas Industries Inc. *TII* 884425109 02/27/04 1,500 1 Elect Directors For For Mgmt 1.1 Elect Director H. Joseph Ferguson --- For 1.2 Elect Director Anthony A. Massaro --- For 1.3 Elect Director George H. Walls, Jr. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan has a 20-percent trigger but does not embody the other features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed. 05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Timken Co. (The) *TKR* 887389104 02/20/04 6,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/05/04 - A Tollgrade Communications, Inc. 889542106 03/04/04 100 *TLGD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard H. Heibel --- For We recommend that shareholders vote FOR Richard H. Heibel, but WITHHOLD votes from affiliated outsider Robert W. Kampmeinert. We recommend that shareholders WITHHOLD votes from Robert W. Kampmeinert for standing as an affiliated outsider on the Compensation committee and for failure to establish a majority independent board. 1.2 Elect Director Robert W. Kampmeinert --- Withhold 05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 3,700 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- For We recommend a vote FOR the directors with the exception of affiliated outsider Henry Groppe. We recommend that shareholders WITHHOLD votes from Henry Groppe for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Henry Groppe --- Withhold 1.3 Elect Director Edward W. LeBaron, Jr. --- For 1.4 Elect Director James D. Lightner --- For 1.5 Elect Director John C. Linehan --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director James B. Wallace --- For 1.8 Elect Director Robert H. Whilden, Jr. --- For 2 Increase Authorized Common Stock For For Mgmt 05/20/04 - A Tower Automotive, Inc. *TWR* 891707101 04/06/04 4,600 1 Elect Directors For Split Mgmt 1.1 Elect Director S. A. Johnson --- For We recommend a vote FOR the directors with the exception of affiliated outsider James R. Lozelle. We recommend that shareholders WITHHOLD votes from James R. Lozelle for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Kathleen Ligocki --- For 1.3 Elect Director Anthony G. Fernandes --- For 1.4 Elect Director Juergen M. Geissinger --- For 1.5 Elect Director Ali Jenab --- For 1.6 Elect Director F. Joseph Loughrey --- For 1.7 Elect Director James R. Lozelle --- Withhold 1.8 Elect Director Georgia R. Nelson --- For 1.9 Elect Director Enrique Zambrano --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director James F. Wright --- For We recommend a vote FOR the directors with the exception of Gerard E. Jones. We recommend that shareholders WITHHOLD votes from Gerard E. Jones for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Gerard E. Jones --- Withhold 1.3 Elect Director Edna K. Morris --- For 2 Ratify Auditors For Against Mgmt One of the most important issues relating to auditors is the independence of the auditing process. The auditor's independence from the company being audited reduces the potential for abuse. Recently, many accounting firms have expanded their business to include broad-based consulting services. We believe that in some cases, such consulting services, when operated side by side with the accounting business, can lower auditor objectivity. More than 50% of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. We recommend a vote against this proposal. 3 Approve Executive Incentive Bonus For For Mgmt Plan 04/29/04 - A Tredegar Corporation *TG* 894650100 02/20/04 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Donald T. Cowles --- For We recommend a vote FOR the directors with the exceptions of Richard W. Goodrum, John D. Gottwald, and Thomas G. Slater, Jr. We recommend that shareholders WITHHOLD votes from Richard W. Goodrum, John D. Gottwald, and Thomas G. Slater, Jr. for maintaining a board that is not majority independent. 1.2 Elect Director Richard W. Goodrum --- Withhold 1.3 Elect Director John D. Gottwald --- Withhold 1.4 Elect Director Thomas G. Slater, Jr. --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 05/19/04 - A Trimble Navigation Ltd. *TRMB* 896239100 03/23/04 3,148 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven W. Berglund --- For We recommend a vote FOR the directors with the exceptions of Bradford W. Parkinson, Ph. D. and John B. Goodrich. We recommend that shareholders WITHHOLD votes from Bradford W. Parkinson, Ph. D. for standing as an affiliated outsider on the Audit Committee, John B. Goodrich for standing as an affiliated outsider on the Compensation Committee, and John B. Goodrich for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert S. Cooper --- For 1.3 Elect Director John B. Goodrich --- Withhold 1.4 Elect Director William Hart --- For 1.5 Elect Director Ulf J. Johansson --- For 1.6 Elect Director Bradford W. Parkinson --- Withhold 1.7 Elect Director Nickolas W. VandeSteeg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/17/04 - A TrustCo Bank Corp NY *TRST* 898349105 03/25/04 5,226 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert A. McCormick --- Withhold We recommend a vote FOR the directors with the exception of Robert A. McCormick. We recommend that shareholders WITHHOLD votes from Robert A. McCormick for standing as an insider on the Nominating Committee. 1.2 Elect Director Joseph A. Lucarelli --- For 2 Elect Director Anthony J. For For Mgmt Marinello, M.D., Ph.D. 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Approve Stock Option Plan For For Mgmt 5 Change Range for Size of the Board For For Mgmt 6 Ratify Auditors For For Mgmt 04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 3,500 1 Elect Directors For For Mgmt 2 Amend Certificate to Remove For For Mgmt Anti-Takeover Provision 3 Ratify Auditors For For Mgmt 05/19/04 - A UICI *UCI* 902737105 03/29/04 3,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Umpqua Holdings Corp. *UMPQ* 904214103 03/15/04 2,400 1 Elect Directors For Split Mgmt 1.1 Elect Director David B. Frohnmayer --- For 1.2 Elect Director Dan Giustina --- For 1.3 Elect Director William A. Lansing --- For 1.4 Elect Director Diana E. Goldschmidt --- For 1.5 Elect Director Gary M. DeStefano --- Withhold 1.6 Elect Director Katherine L. Keene --- For 05/07/04 - A UniSource Energy Corp. *UNS* 909205106 03/29/04 257 1 Elect Directors For For Mgmt 05/05/04 - A Unit Corporation *UNT* 909218109 03/08/04 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 2,347 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard M. Adams --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders F.T. Graff, Jr. and H. Smoot Fahlgren, and independent outsider W. Gaston Caperton, III. We recommend that shareholders WITHHOLD votes from W. Gaston Caperton, III for poor attendance, and F.T. Graff, Jr. and H. Smoot Fahlgren for standing as affiliated outsiders on the Compensation and Nominating & Governance Committees. 1.2 Elect Director Robert G. Astorg --- For 1.3 Elect Director Thomas J. Blair, III --- For 1.4 Elect Director Harry L. Buch --- For 1.5 Elect Director W. Gaston Caperton, III --- Withhold 1.6 Elect Director Lawrence K. Doll --- For 1.7 Elect Director H. Smoot Fahlgren --- Withhold 1.8 Elect Director Theodore J. Georgelas --- For 1.9 Elect Director F.T. Graff, Jr. --- Withhold 1.10 Elect Director Russell L. Isaacs --- For 1.11 Elect Director John M. Mcmahon --- For 1.12 Elect Director J. Paul Mcnamara --- For 1.13 Elect Director G. Ogden Nutting --- For 1.14 Elect Director William C. Pitt, III --- For 1.15 Elect Director I. N. Smith, Jr. --- For 1.16 Elect Director James G. Tardiff --- For 1.17 Elect Director Mary K. Weddle --- For 1.18 Elect Director P. Clinton Winter, Jr. --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/06/04 - A United Stationers Inc. *USTR* 913004107 03/10/04 2,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/28/04 - A United Surgical Partners 913016309 03/12/04 2,200 International Inc *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Universal Forest Products, 913543104 03/01/04 1,600 Inc. *UFPI* 1 Elect Directors For For Mgmt 06/01/04 - A Urban Outfitters, Inc. *URBN* 917047102 04/19/04 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Hayne --- Withhold We recommend a vote FOR the directors with the exception of insiders Glen T. Senk and Richard A. Hayne and affiliated outsiders Harry S. Cherken, Jr. and Scott A. Belair. We recommend that shareholders WITHHOLD votes from Scott A. Belair for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Glen T. Senk, Richard A. Hayne and Harry S. Cherken, Jr. for failure to establish a majority independent board. 1.2 Elect Director Scott A. Belair --- Withhold 1.3 Elect Director Harry S. Cherken, Jr. --- Withhold 1.4 Elect Director Joel S. Lawson III --- For 1.5 Elect Director Glen T. Senk --- Withhold 1.6 Elect Director Robert H. Strouse --- For 2 Increase Authorized Common Stock For Against Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt 05/04/04 - A USF Corp. *USFC* 91729Q101 03/11/04 2,300 1 Elect Directors For For Mgmt 04/26/04 - A Valmont Industries, Inc. *VMI* 920253101 03/01/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Viasys Healthcare, Inc. *VAS* 92553Q209 03/10/04 2,400 1 Elect Directors For For Mgmt 06/17/04 - A Vicor Corporation *VICR* 925815102 04/30/04 3,500 1 Fix Number of and Elect Directors For Withhold Mgmt 1.1 Fix Number of and Elect Director M. Michael Ansour --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Estia J. Eichten for standing as an affiliated outsider on the Audit and Compensation committees, for paying excessive non-audit fees, for failure to establish an independent nominating committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from independent outsiders and Audit Committee members M. Michael Ansour and David T. Riddiford for paying excessive non-audit fees, and insiders Patrizio Vinciarelli, Jay M. Prager, Barry Kelleher and affiliated outsider Samuel Anderson for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1 Elect Directors For Withhold Mgmt 05/11/04 - A Vintage Petroleum, Inc. *VPI* 927460105 03/24/04 3,224 1 Elect Directors For Withhold Mgmt 1.1 Elect Director William L. Abernathy --- Withhold We recommend that shareholders WITHHOLD votes from all nominees. We recommend that shareholders WITHHOLD votes from insider William A. Abernathy for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Audit Committee members Bryan H. Lawrence and Gerald J. Maier for paying excessive non-audit fees. 1.2 Elect Director Bryan H. Lawrence --- Withhold 1.3 Elect Director Gerald J. Maier --- Withhold 2 Ratify Auditors For Against Mgmt 05/04/04 - A Vital Signs, Inc. *VITL* 928469105 04/07/04 1,100 1 Elect Directors For For Mgmt 04/09/04 - A Volt Information Sciences, 928703107 02/20/04 1,000 Inc. *VOL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Lloyd Frank --- Withhold We recommend a vote FOR the directors with the exceptions of insider Steven A. Shaw and affiliated outsiders Lloyd Frank and Bruce G. Goodman. We recommend that shareholders WITHHOLD votes from Steven A. Shaw and Bruce G. Goodman for failure to establish a majority independent board, and from Lloyd Frank for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director Bruce G. Goodman --- Withhold 1.3 Elect Director Mark N. Kaplan --- For 1.4 Elect Director Steven A. Shaw --- Withhold 1.5 Elect Director Theresa A. Havell --- For 2 Ratify Auditors For For Mgmt 05/12/04 - A W-H Energy Services, Inc. 92925E108 03/30/04 2,300 *WHQ* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Approve Stock Award to Executive For For Mgmt 05/13/04 - A Wabash National Corp. *WNC* 929566107 04/01/04 2,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 2,142 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Preferred Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 06/01/04 - A Watsco, Inc. *WSO.B* 942622200 04/09/04 2,200 1 Elect Directors For For Mgmt 05/05/04 - A Watts Water Technologies *WTS* 942749102 03/26/04 2,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Timothy P. Horne --- For We recommend a vote FOR the directors with the exception of affiliated outsider Kenneth J. Mcavoy. We recommend that shareholders WITHHOLD votes from Kenneth J. Mcavoy for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Kenneth J. Mcavoy --- Withhold 1.3 Elect Director John K. Mcgillicuddy --- For 1.4 Elect Director Gordon W. Moran --- For 1.5 Elect Director Daniel J. Murphy, III --- For 1.6 Elect Director Patrick S. O'Keefe --- For 1.7 Elect Director Roger A. Young --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/20/04 - A Waypoint Finanical Corp *WYPT* 946756103 04/02/04 2,915 1 Elect Directors For For Mgmt 05/19/04 - A Webex Communications, Inc. 94767L109 03/31/04 3,500 *WEBX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/04 - A Websense, Inc. *WBSN* 947684106 04/05/04 1,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Wellman, Inc. *WLM* 949702104 03/31/04 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Restricted Stock Plan For For Mgmt 04/28/04 - A Whitney Holding Corp. *WTNY* 966612103 03/05/04 2,650 1 Elect Directors For Split Mgmt 1.1 Elect Director Kathryn M. Sullivan --- For We recommend a vote FOR the directors with the exception of independent outsider Harry J. Blumenthal, Jr. We recommend that shareholders WITHHOLD votes from Harry J. Blumenthal, Jr. for poor attendance. 1.2 Elect Director H.J. Blumenthal, Jr. --- Withhold 1.3 Elect Director Joel B. Bullard, Jr. --- For 1.4 Elect Director Angus R. Cooper, Ii --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Articles to Remove Fair Price Against For ShrHoldr Provision Whitney's fair price provision fails to meet a number of the above mentioned requirements. Specifically, Whitney's fair price provision is triggered by an interested shareholder obtaining 10 percent of Whitney's common stock instead of 20 percent of the company's stock. Moreover, the vote needed to overcome the board's opposition or to repeal or amend the fair price provision is 90 percent of Whitney's common stock. We view this requirement of 90 percent to be on the high end. 05/25/04 - A Wilson Greatbatch 972232102 04/15/04 1,541 Technologies, Inc. *GB* 1 Elect Directors For For Mgmt 05/20/04 - A Wolverine Tube, Inc. *WLV* 978093102 03/31/04 1,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Wolverine World Wide, Inc. 978097103 03/01/04 3,200 *WWW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A X-Rite, Inc. *XRIT* 983857103 03/31/04 1,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter M. Banks --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Peter M. Banks. We recommend that shareholders WITHHOLD votes from Peter M. Banks for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael C. Ferrara --- For 1.3 Elect Director L. Peter Frieder --- For 1.4 Elect Director Ronald A. Vandenberg --- For 2 Approve Employee Stock Purchase Plan For For Mgmt 05/20/04 - A Yellow Roadway Corp. *YELL* 985577105 03/22/04 3,782 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Zenith National Insurance 989390109 03/29/04 309 Corp. *ZNT* 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MID CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 7,350 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 07/22/03 - A Avx Corp. *AVX* 002444107 05/30/03 45,200 1 Elect Directors For Withhold 1.1 Elect Director John S. Gilbertson --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider Carroll A. Campbell, Jr. for poor attendance and insiders Rodney N. Lanthorne, Michihisa Yamamoto, and John S. Gilbertson for failure to establish an independent nominating committee. 1.2 Elect Director Michihisa Yamamoto --- Withhold 1.3 Elect Director Rodney N. Lanthorne --- Withhold 1.4 Elect Director Carroll A. Campbell, Jr. --- Withhold 2 Ratify Auditors For For 3 Other Business For Against 07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 67,000 1 Elect Directors For For 1.1 Elect Director William T. Coleman III --- For We recommend a vote FOR the directors. 1.2 Elect Director Dale Crandall --- For 1.3 Elect Director William H. Janeway --- For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 30,557 1 Elect Directors For For 2 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 13,800 1 Elect Directors For For 2 Ratify Auditors For For 07/31/03 - A Check Point Software M22465104 06/23/03 23,800 Technologies Inc 1 Elect Gil Shwed, Marius Nacht, For For David Rubner, Alex Serge Vieux, and Dr. Tal Shavit as Directors 2 Elect Irwin Federman and Ray For For Rothrock as External Directors 3 Authorization for Chairman of the For For Board to Serve as Chairman of the Board and Cheif Executive Officer 4 Accept Financial Statements for the For For Year Ended December 31, 2002 5 Approve Kost Forer & Gabbay as For For Auditors and Authorize Board to Fix Their Remuneration 6 Approve Options to Purchase Two For Against Million Shares to Gil Shwed, Director and Officer, and One Million Shares to Marius Nacht, Director and Officer 09/25/03 - A Darden Restaurants, Inc. *DRI* 237194105 07/28/03 10,300 1 Elect Directors For For 2 Ratify Auditors For For 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 10,200 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 08/08/03 - S Expedia Inc 302125109 06/25/03 5,400 1 Approve Merger Agreement For For 09/30/03 - A Flextronics International Ltd. Y2573F102 None 21,400 *FLEX* 1 Reelect Richard Sharp as Director For For 2a Reelect James Davidson as Director For For 2b Reelect Lip-Bu Tan as Director For For 3 Reelect Patrick Foley as Director For For 4 Reappoint Deloitte & Touche as For For Auditors and Authorize Board to Fix Their Remuneration 5 Amend 1997 Employee Share Purchase For For Plan 6 Approve Issuance of Shares without For For Preemptive Rights 7 Approve Nonexecutive Directors' Fees For For 8 Authorize Share Repurchase Program For For 08/11/03 - A Forest Laboratories, Inc. *FRX* 345838106 06/20/03 12,280 1 Elect Directors For Split 1.1 Elect Director Howard Solomon --- Withhold We recommend a vote FOR the directors with the exceptions of Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon. We recommend that shareholders WITHHOLD votes from Phillip M. Satow for standing as an affiliated outsider on the Audit Committee and Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon for failure to establish an independent nominating committee. 1.2 Elect Director William J. Candee, III --- For 1.3 Elect Director George S. Cohan --- For 1.4 Elect Director Dan L. Goldwasser --- For 1.5 Elect Director Lester B. Salans, M.D. --- For 1.6 Elect Director Kenneth E. Goodman --- Withhold 1.7 Elect Director Phillip M. Satow --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For For 09/10/03 - A H&R Block, Inc. *HRB* 093671105 07/08/03 4,500 1 Elect Directors For For 1.1 Elect Director G. Kenneth Baum --- For 1.2 Elect Director Henry F. Frigon --- For 1.3 Elect Director Roger W. Hale --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 8,400 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 07/24/03 - A Macromedia, Inc. *MACR* 556100105 05/27/03 20,400 1 Elect Directors For Split 1.1 Elect Director Robert K. Burgess --- For We recommend a vote FOR the directors with the exception of John (Ian) Giffen, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John (Ian) Giffen --- Withhold 1.3 Elect Director William H. Harris, Jr. --- For 1.4 Elect Director Robert A. Kotick --- For 1.5 Elect Director Donald L. Lucas --- For 1.6 Elect Director Timothy O'Reilly --- For 1.7 Elect Director William B. Welty --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 37,110 *MCHP* 1 Elect Directors For For 1.1 Elect Director Steve Sanghi --- For We recommend a vote FOR the directors. 1.2 Elect Director Albert J. Hugo-Martinez --- For 1.3 Elect Director L.B. Day --- For 1.4 Elect Director Matthew W. Chapman --- For 1.5 Elect Director Wade F. Meyercord --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Employee Stock Purchase Plan For For 07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 24,000 1 Elect Directors For Split 1.1 Elect Director Milan Puskar --- For We recommend a vote FOR the directors with the exception of Douglas J. Leech. We recommend that shareholders WITHHOLD votes from Douglas J. Leech for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Robert J. Coury --- For 1.3 Elect Director Wendy Cameron --- For 1.4 Elect Director Laurence S. DeLynn --- For 1.5 Elect Director John C. Gaisford, M.D. --- For 1.6 Elect Director Douglas J. Leech --- Withhold 1.7 Elect Director Joseph C. Maroon, M.D. --- For 1.8 Elect Director Patricia A. Sunseri --- For 1.9 Elect Director C.B. Todd --- For 1.10 Elect Director Randall L. Vanderveen, Ph.D. --- For 1.11 Elect Director Stuart A. Williams, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 30,100 *NSM* 1 Elect Directors For Split 1.1 Elect Director Brian L. Halla --- For We recommend a vote FOR the directors with the exception of Gary P. Arnold. We recommend that shareholders WITHHOLD votes from Gary P. Arnold for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Steven R. Appleton --- For 1.3 Elect Director Gary P. Arnold --- Withhold 1.4 Elect Director Richard J. Danzig --- For 1.5 Elect Director Robert J. Frankenberg --- For 1.6 Elect Director E. Floyd Kvamme --- For 1.7 Elect Director Modesto A. Maidique --- For 1.8 Elect Director Edward R. Mccracken --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 64,200 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 07/10/03 - A Nvidia Corporation *NVDA* 67066G104 05/15/03 12,000 1 Elect Directors For For 1.1 Elect Director Tench Coxe --- For We recommend a vote FOR the directors. 1.2 Elect Director Mark A. Stevens --- For 2 Ratify Auditors For For 09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 4,400 1 Elect Directors For Split 1.1 Elect Director Steve Jobs --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Edwin E. Catmull --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.3 Elect Director Skip M. Brittenham --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.4 Elect Director Joseph A. Graziano --- For 1.5 Elect Director Lawrence B. Levy --- Withhold WITHHOLD votes for standing as an affiliated outsider on the Audit Committee, and for failure to establish an independent nominating committee. 1.6 Elect Director Joe Roth --- Withhold WITHHOLD votes for poor attendance. 1.7 Elect Director Larry W. Sonsini --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.8 Elect Director John S. Wadsworth, Jr. --- For 2 Ratify Auditors For For 08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 24,000 1 Elect Directors For For 1.1 Elect Director H.K. Desai --- For 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director James R. Fiebiger --- For 1.4 Elect Director Balakrishnan S. Iyer --- For 1.5 Elect Director Carol L. Miltner --- For 1.6 Elect Director George D. Wells --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 07/21/03 - A Research In Motion Ltd *RIM* 760975102 06/03/03 25,000 1 Elect J. L. Balsillie, M. For For Lazaridis, D. Fregin, K. Cork, D. Wright, J. Estill and J. Richardson as Directors 2 Ratify Ernst & Young LLP as Auditors For For 07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 22,400 1 Elect Directors For For 1.1 Elect Director Robert A. Bruggeworth --- For We recommend a vote FOR the directors. 1.2 Elect Director David A. Norbury --- For 1.3 Elect Director William J. Pratt --- For 1.4 Elect Director Daniel A. Dileo --- For 1.5 Elect Director Dr. Frederick J. Leonberger --- For 1.6 Elect Director Dr. Albert E. Paladino --- For 1.7 Elect Director Erik Van Der Kaay --- For 1.8 Elect Director Walter H. Wilkinson, Jr. --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 14,900 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Amend Stock Option Plan For Against 4 Approve Executive Incentive Bonus For For Plan 5 Ratify Auditors For For 09/25/03 - A Tektronix, Inc. *TEK* 879131100 07/21/03 21,500 1 Elect Directors For For Shareholder Proposal 2 Refrain from Doing Business in China Against Against 09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 19,300 1 Increase Authorized Common Stock For For 09/12/03 - A WebMD Corporation *HLTH* 94769M105 07/21/03 57,500 1 Elect Directors For For 1.1 Elect Director Paul A. Brooke --- For 1.2 Elect Director James V. Manning --- For 1.3 Elect Director Martin J. Wygod --- For 2 Amend Omnibus Stock Plan For Against 3 Increase Authorized Common Stock For For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 19,740 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 14,100 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MID CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 18,200 Inc. *ACS* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 11,510 1 Increase Authorized Common Stock For For 10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 25,200 1 Elect Directors For Split 1.1 Elect Director Richard H. Ayers --- For 1.2 Elect Director Jean-Luc Belingard --- For 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Arnold J. Levine --- Withhold Vote FOR the directors with the exception of Arnold J. Levine from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation and Nominating committees. 1.5 Elect Director William H. Longfield --- For 1.6 Elect Director Theodore E. Martin --- For 1.7 Elect Director Carolyn W. Slayman --- For 1.8 Elect Director Orin R. Smith --- For 1.9 Elect Director James R. Tobin --- For 1.10 Elect Director Tony L. White --- For 2 Ratify Auditors For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 3,000 1 Elect Directors For For 2 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 12,300 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 16,450 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 5 Adjourn Meeting For Against 11/12/03 - S Biogen, Inc. 090597105 09/25/03 4,800 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 6,400 1 Increase Authorized Common Stock For For 11/13/03 - A Brinker International, Inc. 109641100 09/15/03 12,200 *EAT* 1 Elect Directors For Split 1.1 Elect Director Ronald A. McDougall --- For We recommend a vote FOR the directors with the exceptions of Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard. We recommend that shareholders WITHHOLD votes from Audit Committee members Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard for paying excessive non-audit fees. 1.2 Elect Director Douglas H. Brooks --- For 1.3 Elect Director Dan W. Cook, III --- For 1.4 Elect Director Robert M. Gates --- For 1.5 Elect Director Marvin J. Girouard --- Withhold 1.6 Elect Director Ronald Kirk --- Withhold 1.7 Elect Director George R. Mrkonic --- For 1.8 Elect Director Erle Nye --- For 1.9 Elect Director James E. Oesterreicher --- Withhold 1.10 Elect Director Cece Smith --- Withhold 1.11 Elect Director Roger T. Staubach --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 58.60 percent. Shareholder Proposal 3 Report on the Impact of Genetically Against Against Engineered Products 12/11/03 - S Business Objects S.A. 12328X107 None 21,600 Special Meeting Agenda 1 Approve Acquisition of Crystal For For Decsions Inc. and Approve Terms of Merger Agreement 2 Approve Issuance of Up to 37 For For Million Shares in Connection with Acquisition, and Amend Articles Accordingly 3 Approve Issuance of Warrants to For For Subscribe to Up to 15,000 Shares to David J. Roux 4 Authorize Issuance of Up to 250,000 For For Shares Reserved for Business Objects SA Employee Benefits Trust for Use in 1995 International Employee Stock Purchase Plan 5 Approve Issuance of Up to 50,000 For For Shares Reserved for Employees Participating in Savings-Related Share Purchase Plan 6 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 7 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 8 Amend 2001 Executive Stock Option For Against Plan Re: Number of Available Shares 9 Elect David J. Roux as Director For For 10 Approve Increase in Director For For Remuneration to Aggregate Amount of EUR 350,000 11 Authorize Filing of Required For For Documents/Other Formalities 11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 11,600 1 Elect Directors For For 2 Ratify Auditors For For 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 7,400 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 5,400 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Richard T. Farmer --- Withhold WITHHOLD votes from Richard T. Farmer for standing as an insider on the Nominating Committee, Roger L. Howe for standing as an affiliated outsider on the Audit Committee, Compensation, and Nominating Committees, David C. Phillips for standing as an affiliated outsider on the Nominating Committee, and Audit Committee members Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, and Paul R. Carter for paying excessive non-audit fees. 2.2 Elect Director Robert J. Kohlhepp --- For 2.3 Elect Director Scott D. Farmer --- For 2.4 Elect Director Paul R. Carter --- Withhold 2.5 Elect Director Gerald V. Dirvin --- Withhold 2.6 Elect Director Robert J. Herbold --- Withhold 2.7 Elect Director Roger L. Howe --- Withhold 2.8 Elect Director David C. Phillips --- Withhold 3 Approve Non-Employee Director Stock For For Option Plan Shareholder Proposals 4 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Establish a Nominating Committee of Against For Independent Directors An independent nominating committee is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 7 Report on Code of Conduct Against Against 11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 17,200 1 Elect Directors For For 1.1 Elect Director Joseph Ellis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Michael Murphy. We recommend that shareholders WITHHOLD votes from Michael Murphy for standing as an affiliated outsider on the Audit and Human Resources & Governance committees. 1.2 Elect Director Lew Frankfort --- For 1.3 Elect Director Sally Frame Kasaks --- For 1.4 Elect Director Gary Loveman --- For 1.5 Elect Director Irene Miller --- For 1.6 Elect Director Keith Monda --- For 1.7 Elect Director Michael Murphy --- For 10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 20,300 1 Approve Merger Agreement For For 11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 14,300 *COCO* 1 Elect Directors For Split 1.1 Elect Director Paul R. St. Pierre --- Withhold We recommend a vote FOR the directors with the exception of Paul R. St. Pierre, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Linda Arey Skladany, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 11/18/03 - A Devry Inc. *DV* 251893103 09/19/03 10,300 1 Elect Directors For For 2 Approve Stock Option Plan For For 3 Ratify Auditors For For 12/18/03 - S Documentum, Inc. 256159104 11/17/03 7,800 1 Approve Merger Agreement For For 11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 37,000 1 Approve Reorganization Plan For For 11/20/03 - A Education Management Corp. 28139T101 09/23/03 5,900 *EDMC* 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 11/20/03 - A Emulex Corp. *ELX* 292475209 10/01/03 9,000 1 Elect Directors For Split 1.1 Elect Director Fred B. Cox --- Withhold We recommend a vote FOR the directors with the exception of Fred B. Cox. We recommend that shareholders WITHHOLD votes from Fred B. Cox for standing as an affiliated outsider on the Compensation Committee and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Michael P. Downey --- For 1.3 Elect Director Bruce C. Edwards --- For 1.4 Elect Director Paul F. Folino --- For 1.5 Elect Director Robert H. Goon --- For 1.6 Elect Director Don M. Lyle --- For 2 Approve Option Exchange Program For For 3 Ratify Auditors For For 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 6,300 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/12/03 - A Harman International 413086109 09/15/03 11,000 Industries, Inc. *HAR* 1 Elect Directors For For 2 Approve Stock Split For For 10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 28,500 Inc. *ICST* 1 Elect Directors For Split 1.1 Elect Director Hock E. Tan --- Withhold We recommend that shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock E. Tan for failure to establish an independent nominating committee. 1.2 Elect Director Nam P. Suh, Ph.D. --- For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 6,900 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 15,400 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 144,400 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 10,180 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 34,400 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 9,200 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 18,360 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 10,300 *MRX* 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For Against 12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 18,000 *MERQ* 1 Amend Stock Option Plan For Against 2 Amend Employee Stock Purchase Plan For For 12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 13,900 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For 10/29/03 - S New York Community Bancorp, 649445103 09/12/03 13,733 Inc. *NYB* 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 11/19/03 - A Pall Corp. *PLL* 696429307 10/01/03 19,200 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Restricted Stock Plan For For 4 Amend Employee Stock Purchase Plan For For 10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 22,400 1 Elect Directors For Split 1.1 Elect Director B. Thomas Golisano --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Joseph M. Tucci, J. Robert Sebo, G. Thomas Clark and insider B. Thomas Golisano. We recommend that shareholders WITHHOLD votes from G. Thomas Clark, Joseph M. Tucci, B. Thomas Golisano and J. Robert Sebo for failure to establish an independent nominating committee and from G.Thomas Clark for standing as an affiliated outsider on the Audit Committee and Joseph M. Tucci for standing as an affiliated outsider on the Compensation committee. 1.2 Elect Director Betsy S. Atkins --- For 1.3 Elect Director G. Thomas Clark --- Withhold 1.4 Elect Director David J. S. Flaschen --- For 1.5 Elect Director Phillip Horsley --- For 1.6 Elect Director Grant M. Inman --- For 1.7 Elect Director J. Robert Sebo --- Withhold 1.8 Elect Director Joseph M. Tucci --- Withhold 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 12,300 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Approve Increase in Non-Executive For For Director Fees 4 Ratify Auditors For For 11/12/03 - A SWS Group, Inc. *SWS* 78503N107 09/24/03 11,100 1 Elect Directors For For 2 Approve Restricted Stock Plan For For 3 Approve Deferred Compensation Plan For For 4 Other Business For Against 10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 7,600 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Thomas E. Oland --- For 2.2 Elect Director Roger C. Lucas, Ph.D. --- Withhold WITHHOLD votes from Roger C. Lucas, Ph.D. for standing as an affiliated outsider on the Nominating Committee. 2.3 Elect Director Howard V. O'Connell --- For 2.4 Elect Director G. Arthur Herbert --- For 2.5 Elect Director Randolph C. Steer, M.D., Ph.D. --- For 2.6 Elect Director Christopher S. Henney, D.Sc., Ph.D. --- For 2.7 Elect Director Robert V. Baumgartner, C.P.A. --- For 10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 12,200 1 Elect G. Shalev as an External For For Director 2 Approve Increase in Remuneration of For For Directors other than the Chairman 11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 25,200 1 Elect Directors For Split 1.1 Elect Director Lynn J. Mangum --- For We recommend a vote FOR the directors with the exception of Denis A. Bovin, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Denis A. Bovin --- Withhold 1.3 Elect Director Robert J. Casale --- For 1.4 Elect Director Thomas A. Cooper --- For 1.5 Elect Director Paula G. McInerney --- For 1.6 Elect Director Thomas E. McInerney --- For 1.7 Elect Director Joseph J. Melone --- For 1.8 Elect Director Dennis R. Sheehan --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT MID CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/22/04 - A AdvancePCS 00790K109 02/05/04 5,400 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director T. Danny Phillips --- Withhold We recommend a vote FOR the directors with the exceptions of Jean-Pierre Millon and T. Danny Phillips. We recommend that shareholders WITHHOLD votes from Jean-Pierre Millon and T. Danny Phillips for failure to establish an independent nominating committee. 2.2 Elect Director Dr. George Poste --- For 2.3 Elect Director Jean-Pierre Millon --- Withhold 3 Approve Omnibus Stock Plan For For 4 Amend Articles For For 5 Ratify Auditors For For 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 9,500 1 Elect Directors For For 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 7,500 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 15,820 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 38,700 1 Increase Authorized Common Stock For For 2 Approve Issuance of Stock in For For Connection with Merger Agreement 3 Increase Authorized Preferred Stock For Against In this case, management has stated that some of the shares may be used for antitakeover purposes, namely for the shareholders' rights plan, which was not approved by shareholders. Also, given that no shares of preferred stock are outstanding, we do not believe the increase is warranted. 4 Approve Omnibus Stock Plan For For 5 Allow Postponement or Adjournment For Against of Special Meeting 03/10/04 - A CIENA Corporation *CIEN* 171779101 01/20/04 72,800 1 Elect Directors For For 01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 6,600 1 Elect Directors For For 2 Amend Executive Incentive Bonus Plan For For 3 Other Business For Against 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 4,000 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 20,700 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 02/17/04 - A Health Management Associates, 421933102 12/19/03 20,250 Inc. *HMA* 1 Elect Directors For For 01/28/04 - A Hewitt Associates, Inc. *HEW* 42822Q100 12/01/03 19,100 1 Elect Directors For For 2 Ratify Auditors For For 03/02/04 - A International Game Technology 459902102 01/02/04 28,299 *IGT* 1 Elect Directors For Split 1.1 Elect Director G. Thomas Baker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert Miller. We recommend that shareholders WITHHOLD votes from Robert Miller for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Neil Barsky --- For 1.3 Elect Director Robert A. Bittman --- For 1.4 Elect Director Richard R. Burt --- For 1.5 Elect Director Leslie S. Heisz --- For 1.6 Elect Director Robert A. Mathewson --- For 1.7 Elect Director Thomas J. Matthews --- For 1.8 Elect Director Robert Miller --- Withhold 1.9 Elect Director Frederick B. Rentschler --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 6,900 *IRF* 1 Increase Authorized Common Stock For For 01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 37,200 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 8,400 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 7,200 1 Elect Directors For Split 1.1 Elect Director Irving Bolotin --- Withhold We recommend a vote FOR the directors with the exception of Irving Bolotin from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director R. Kirk Landon --- For 1.3 Elect Director Donna E. Shalala --- For 2 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/10/04 - S Mid Atlantic Medical Services, 59523C107 01/15/04 5,700 Inc. 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 02/17/04 - A Navistar International Corp. 63934E108 01/05/04 3,480 *NAV* 1 Elect Directors For For 1.1 Elect Director Michael N. Hammes --- For We recommend a vote FOR the directors. 1.2 Elect Director James H. Keyes --- For 1.3 Elect Director Southwood J. Morcott --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For The total cost of the company's plans of 7.37 percent is within the allowable cap for this company of 8.46 percent. Additionally, this plan expressly forbids repricing. 03/05/04 - A NetScreen Technologies, Inc. 64117V107 01/15/04 13,700 *NSCN* 1 Elect Directors For For 2 Ratify Auditors For For 03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 22,500 1 Elect Directors For For 2 Ratify Auditors For For 3 Expense Stock Options Against For 03/24/04 - A Photronics, Inc. *PLAB* 719405102 02/12/04 24,100 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 5,900 A.1 Elect Director Don H. Davis, Jr. For For We recommend a vote FOR the directors with the exception of William H. Gray, III. We recommend that shareholders WITHHOLD votes from William H. Gray, III for sitting on more than six boards. A.2 Elect Director William H. Gray, III For For A.3 Elect Director William T. For For McCormick, Jr. A.4 Elect Director Keith D. Nosbusch For For B Ratify Auditors For For C Amend Omnibus Stock Plan For For 03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 64,300 1 Elect Directors For For 1.1 Elect Director Kevin L. Beebe --- For 1.2 Elect Director Timothy R. Furey --- For 1.3 Elect Director David J. Mclachlan --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 20,200 1 Elect Directors For For 2 Other Business For Against 03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 19,300 1 Elect Directors For For 2 Ratify Auditors For For 02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 12,400 *VAR* 1 Elect Directors For For 1.1 Elect Director John Seely Brown --- For We recommend a vote FOR the directors with the exception of Terry R. Lautenbach. We recommend that shareholders WITHHOLD votes from Audit Committee member Terry R. Lautenbach for paying excessive non-audit fees. 1.2 Elect Director Samuel Hellman --- For 1.3 Elect Director Terry R. Lautenbach --- For 2 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 03/22/04 - A Whole Foods Market, Inc. *WFMI* 966837106 01/22/04 3,200 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MID CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 13,600 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 23,500 1 Elect Directors For Split Mgmt 1.1 Elect Director John A. Golden --- For We recommend a vote FOR the directors with the exception of insider Seth R. Johnson. We recommend that shareholders WITHHOLD votes from Seth R. Johnson for failure to establish a majority independent board. 1.2 Elect Director Seth R. Johnson --- Withhold 1.3 Elect Director Edward F. Limato --- For 04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 30,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Adopt a Plocy that will Committ Against For ShrHoldr Executives to Hold a Significant Percentage of their Shares In this case, although the company has the holding period requirement of 25 percent of the net shares for two years, it does not appear that the executives have significant holding of outright shares. Per the company's 2004 proxy, most of executives' beneficial stock ownership is in the form of options. 5 Ratify Auditors For For Mgmt 04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 6,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Advance Auto Parts Inc *AAP* 00751Y106 03/30/04 12,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 29,300 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 30,300 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan The total cost of the company's plans of 24.50 percent is above the allowable cap for this company of 19.88 percent. 3 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 23.63 percent is above the allowable cap for this company of 19.88 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Equity grants including stock options and restricted stock to top five named 4 Ratify Auditors For For Mgmt 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 4,500 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 5,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Handel E. Evans --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gavin S. Herbert, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael R. Gallagher --- For 1.3 Elect Director Gavin S. Herbert --- Withhold 1.4 Elect Director Stephen J. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 06/08/04 - A ALLIANCE DATA SYSTEMS CORP 018581108 04/14/04 8,500 *ADS* 1 Elect Directors For For Mgmt 05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 46,800 *AW* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas H. Van Weelden --- For 1.2 Elect Director Robert M. Agate --- For 1.3 Elect Director Leon D. Black --- For 1.4 Elect Director James W. Crownover --- For 1.5 Elect Director Michael S. Gross --- For 1.6 Elect Director Dennis R. Hendrix --- For 1.7 Elect Director J. Tomilson Hill --- For 1.8 Elect Director Lawrence V. Jackson --- For 1.9 Elect Director Nolan Lehmann --- For 1.10 Elect Director Howard A. Lipson --- For 1.11 Elect Director Antony P. Ressler --- For 1.12 Elect Director Warren B. Rudman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Report on Privatization Against Against ShrHoldr We believe that the requested report would impose an unnecessary cost to the company without providing a corresponding benefit to shareholders. 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 22,100 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 6,050 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 06/10/04 - A American Power Conversion 029066107 04/14/04 15,900 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A American Standard Companies, 029712106 03/10/04 7,600 Inc. *ASD* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/06/04 - A American Tower Corp. *AMT* 029912201 03/30/04 21,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Raymond P. Dolan --- For We recommend a vote FOR the directors with the exception of affiliated outsider Fred R. Lummis. We recommend that shareholders WITHHOLD votes from Fred R. Lummis for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Carolyn F. Katz --- For 1.3 Elect Director Fred R. Lummis --- Withhold 1.4 Elect Director Pamela D.A. Reeve --- For 1.5 Elect Director James D. Taiclet, Jr. --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A Amphenol Corp. *APH* 032095101 03/29/04 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 9,003 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 9,003 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 8,520 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 28,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 17,100 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 05/18/04 - A Arthur J. Gallagher & Co. 363576109 03/22/04 17,900 *AJG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 3,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A BANK OF HAWAII CORP *BOH* 062540109 03/01/04 13,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 30,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Dean O. Morton --- Withhold We recommend a vote FOR George Reyes but WITHHOLD votes from independent outsider Dean O. Morton. We recommend that shareholders WITHHOLD votes from Audit Committee member Dean O. Morton for paying excessive non-audit fees. 1.2 Elect Director George Reyes --- For 2 Ratify Auditors For Against Mgmt In this case, 75.67 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 3,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 17,170 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 5,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 14,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 63.26 percent is above the allowable cap for this company of 12.40 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 3,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 21,200 *CHRW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Caliper Life Sciences Inc. 130872104 04/13/04 39,800 *CALP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Calpine Corp. *CPN* 131347106 03/29/04 11,656 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Ann B. Curtis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Gerald Greenwald, Kenneth T. Derr, and insider Ann B. Curtis for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Kenneth T. Derr --- Withhold 1.3 Elect Director Gerald Greenwald --- Withhold 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Implement Indigenous Peoples Right Against Against ShrHoldr Policy/ Cease Medicine Lake Development We generally support proposals that call for increased disclosure on matters of importance to shareholders. Such transparency can assist shareholders in better evaluating the business risks associated with their investment. However, the benefits derived from this disclosure must be weighed against the cost and burden of preparing the information and the potential impacts that the disclosure may have on company strategy or operations. In this case, we note that the proponents go beyond a request for increased transparency or the creation of a formal policy to request that the company cease its operations in a particular region. While we believe that the intent of this proposal raises certain valid concerns regarding the company's position on indigenous peoples rights, we also note that Calpine has other operations in indigenous land that have demonstrated a degree of successful interaction with Native American groups. Further, the company has received authorization from the appropriate organizations to pursue development in the Medicine Lake Highland region and the company believes that the opportunities presented in this region could prove to be valuable assets for the company. Moreover, federal courts summarily dismissed the litigation referenced by the proponent. Therefore, we agree with the proponents that Calpine could benefit from the formation of a policy on indigenous peoples' rights and increased disclosure on its operations in Native American territories; however, we believe that requesting complete cessation of operations or consideration of further development in a region that may provide valuable resources to the company is unduly restrictive, and better left to a decision by Calpine's management after careful review. As such, we do not recommend support for the proposal at this time. 6 Limit Awards to Executives Against Against ShrHoldr In this case, the company awards long-term, equity-based incentive awards in the form of options with an exercise price equal to the market price of the stock on the day of the grant and with a four-year vesting schedule. The company does not issue performance-based restricted shares. Also, the company does not have a holding period or executive ownership requirement. While we do like some of the elements of the restricted stock proposal, including granting of restricted stock based on achievement of justifiable operational performance criteria and disclosure of actual hurdle rates for the performance criteria, given the fact that the proponent asks for a complete substitution of options with restricted stock, we believe the proposal is unduly restrictive. 7 Include Voting Recommendations of Against Against ShrHoldr Institutional Holders in Proxy Statement We concur with the company's argument that the resolution could be expensive and unfeasible to administer. Such additional corporate expenditures would be hard to justify considering that proxy analyses are already available to the public from a variety of vendors and on the web from certain institutional investors. The decision to follow another institutional investor's recommendation is best left with the individual shareholder. 8 Ratify Auditors For For Mgmt 04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 2,800 *COF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 16,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 46,394 1 Elect Directors For For Mgmt 06/29/04 - A CARMAX INC *KMX* 143130102 04/30/04 6,100 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 17,700 1 Elect Directors For For Mgmt 1.1 Elect Director Michelle L. Collins --- For 1.2 Elect Director Casey G. Cowell --- For 1.3 Elect Director John A. Edwardson --- For 1.4 Elect Director Daniel S. Goldin --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Michael P. Krasny --- For 1.7 Elect Director Terry L. Lengfelder --- For 1.8 Elect Director Susan D. Wellington --- For 1.9 Elect Director Brian E. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent. 05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 11,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/21/04 - A Chicago Mercantile Exchange 167760107 02/25/04 3,100 Holdings, Inc. *CME* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dennis H. Chookaszian --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Leo Melamed, William R. Shepard and Martin J. Gepsman and independent outsider Myron S. Scholes. We recommend that shareholders WITHHOLD votes from Leo Melamed for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from William R. Shepard and Martin J. Gepsman for standing as affiliated outsiders on the Compensation Committee and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Myron S. Scholes for poor attendance. 1.2 Elect Director Martin J. Gepsman --- For 1.3 Elect Director Elizabeth Harrington --- For 1.4 Elect Director Leo Melamed --- For 1.5 Elect Director Alex J. Pollock --- For 1.6 Elect Director Myron S. Scholes --- Withhold 1.7 Elect Director William R. Shepard --- For 2 Ratify Auditors For For Mgmt 06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 23,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Helene B. Gralnick --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Scott A. Edmonds and Helene B. Granick. We recommend that shareholders WITHHOLD votes from Scott A. Edmonds and Helene B. Granick for failure to establish a majority independent board. 1.2 Elect Director Verna K. Gibson --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director Scott A. Edmonds --- Withhold 2 Change Range for Size of the Board For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 10,000 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 20,400 1 Elect Directors For For Mgmt 1.1 Elect Director Mark B. Templeton --- For 1.2 Elect Director Kevin R. Compton --- For 1.3 Elect Director Stephen M. Dow --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 12,138 Corp. *CTSH* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Common Stock 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.89 percent is above the allowable cap for this company of 12.74 percent. 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 8,900 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Amend 2003 - 2008 Stock Option Plan For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 15,200 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 22,400 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare Sustainability Report Against Against ShrHoldr 04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 27,800 1 Elect Directors For For Mgmt 1.1 Elect Director Jeremy R. Knowles --- For 1.2 Elect Director Eugene C. Sit --- For 1.3 Elect Director William D. Smithburg --- For 1.4 Elect Director Hansel E. Tookes II --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 3,300 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/03/04 - A Coventry Health Care Inc. 222862104 04/05/04 12,650 *CVH* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Cox Radio, Inc. *CXR* 224051102 03/15/04 8,801 1 Elect Directors For Split Mgmt 1.1 Elect Director Juanita P. Baranco --- For We recommend a vote FOR the directors with the exception of affiliated outsider Nicholas D. Trigony, and insiders Robert F. Neil, Marc W. Morgan, James C. Kennedy, Richard A. Ferguson, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Nicholas D. Trigony for standing as an affiliated outsider on the Audit and Compensation committees, for failure to establish an independent nominating committee, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Robert F. Neil, Marc W. Morgan, James C. Kennedy, Richard A. Ferguson, and G. Dennis Berry for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director G. Dennis Berry --- Withhold 1.3 Elect Director Richard A. Ferguson --- Withhold 1.4 Elect Director Paul M. Hughes --- For 1.5 Elect Director James C. Kennedy --- Withhold 1.6 Elect Director Marc W. Morgan --- Withhold 1.7 Elect Director Robert F. Neil --- Withhold 1.8 Elect Director Nicholas D. Trigony --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/26/04 - A Crown Castle International 228227104 04/01/04 21,400 Corp. *CCI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Randall A. Hack --- For We recommend a vote FOR the directors with the exception of affiliated outsider Edward C. Hutcheson, Jr. We recommend that shareholders WITHHOLD votes from Edward C. Hutcheson, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Edward C. Hutcheson, Jr. --- Withhold 1.3 Elect Director J. Landis Martin --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Implement MacBride Principles Against Against ShrHoldr In the case of Crown Castle, we note that the company does not appear to provide any detailed information on its corporate website regarding its code of conduct or international business standards. That said; we further note that there have been no recent, specific allegations of discrimination filed against the company. Therefore, while we recommend that Crown Castle take steps to increase disclosure on certain policies that relate to workplace human rights, we do not believe that specifically adopting the MacBride Principles is necessary based on the lack of controversy associated with the company's operations in Northern Ireland. As such, we do not recommend shareholder support for the resolution at this time. 04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 16,100 *CY* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the plan of 29.96 percent is above the allowable cap for this company of 12.74 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 38,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 6,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Develop Charter Language on Board Against Abstain ShrHoldr Diversity 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 7,400 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Ronald Kirk for standing as an affiliated outsider on the Nominating Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from insiders Gregg L. Engles and Alan J. Bernon, and independent outsiders Joseph S. Hardin, Jr. and John S. Llewellyn, Jr. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 05/10/04 - A Dentsply International, Inc. 249030107 03/25/04 6,800 *XRAY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 13,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 21,680 *DLTR* 1 Change Range for Size of the Board For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 10,175 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Increase Authorized Preferred Stock For Against Mgmt The requested increase of 30,000,000 shares, is above the allowable threshold of 22,000,000 shares. 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/07/04 - A DoubleClick Inc. *DCLK* 258609304 04/19/04 8,744 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A E*Trade Group, Inc. *ET* 269246104 04/05/04 9,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/15/04 - A E.W. Scripps Co. (The) *SSP* 811054204 02/10/04 3,700 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Galloway --- For We recommend a vote FOR the directors with the exception of Nicholas B. Paumgarten. We recommend that shareholders WITHHOLD votes from Nicholas B. Paumgarten for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Nicholas B. Paumgarten --- Withhold 1.3 Elect Director Ronald W. Tysoe --- For 1.4 Elect Director Julie A. Wrigley --- For 05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 8,700 *DISH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael T. Dugan --- Withhold We recommend a vote FOR the directors with the exceptions of insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan. We recommend that shareholders WITHHOLD votes from insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan for failure to establish an independent nominating committee and for failure to have a majority independent board. 1.2 Elect Director James Defranco --- Withhold 1.3 Elect Director Cantey Ergen --- Withhold 1.4 Elect Director Charles W. Ergen --- Withhold 1.5 Elect Director Raymond L. Friedlob --- For 1.6 Elect Director Steven R. Goodbarn --- For 1.7 Elect Director David K. Moskowitz --- Withhold 1.8 Elect Director C. Michael Schroeder --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/07/04 - A Ecolab, Inc. *ECL* 278865100 03/16/04 20,400 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 40,165 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 26,900 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 7,800 *ETM* 1 Elect Directors For For Mgmt 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 15,900 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/14/04 - A Equitable Resources, Inc. 294549100 02/17/04 11,500 *EQT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A Expeditors International Of 302130109 03/10/04 11,820 Washington, Inc. *EXPD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter J. Rose --- Withhold We recommend a vote FOR the directors with the exceptions of insiders R. Jordan Gates, James L.K. Wang and Peter J. Rose. We recommend that shareholders WITHHOLD votes from R. Jordan Gates, James L.K. Wang and Peter J. Rose for poor disclosure of the members of the nominating committee. 1.2 Elect Director James L.K. Wang --- Withhold 1.3 Elect Director R. Jordan Gates --- Withhold 1.4 Elect Director James J. Casey --- For 1.5 Elect Director Dan P. Kourkoumelis --- For 1.6 Elect Director Michael J. Malone --- For 1.7 Elect Director John W. Meisenbach --- For 05/04/04 - A Fairchild Semiconductor 303726103 03/10/04 18,000 International, Inc. *FCS* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 14,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 06/28/04 - A Fisher Scientific 338032204 05/14/04 17,900 International Inc. *FSH* 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Elect Directors For For Mgmt 2.1 Elect Director Michael D. Dingman --- For 2.2 Elect Director Charles A. Sanders M.D. --- For 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/28/04 - A Fluor Corp. *FLR* 343412102 03/03/04 13,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James T. Hackett --- Withhold We recommend a vote FOR Kent Kresa but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Martha R. Seger, Robin W. Renwick, and James T. Hackett for failure to implement the option expensing proposal. 1.2 Elect Director Kent Kresa --- For 1.3 Elect Director Robin W. Renwick --- Withhold 1.4 Elect Director Martha R. Seger --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 5,800 1 Elect Directors For For Mgmt 1.1 Elect Director Asbjorn Larsen --- For We recommend a vote FOR the directors with the exception of affiliated outsider James R. Thompson. We recommend that shareholders WITHHOLD votes from James R. Thompson for standing as an affiliated outsider on the Compensation and Nominating & Governance committees. 1.2 Elect Director Joseph H. Netherland --- For 1.3 Elect Director James R. Thompson --- For 06/01/04 - A Foundry Networks, Inc. *FDRY* 35063R100 04/09/04 16,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Bobby R. Johnson, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider J. Steven Young. We recommend that shareholders WITHHOLD votes from J. Steven Young for poor attendance. 1.2 Elect Director Andrew K. Ludwick --- For 1.3 Elect Director Alfred J. Amoroso --- For 1.4 Elect Director C. Nicholas Keating, Jr. --- For 1.5 Elect Director J. Steven Young --- Withhold 1.6 Elect Director Alan L. Earhart --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A Freeport-McMoRan Copper & Gold 35671D857 03/12/04 7,000 Inc. *FCX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Allison, Jr. --- For We recommend a vote FOR the directors with the exception of R. Leigh Clifford. We recommend that shareholders WITHHOLD votes from R. Leigh Clifford for poor attendance. 1.2 Elect Director R. Leigh Clifford --- Withhold 1.3 Elect Director James R. Moffett --- For 1.4 Elect Director B. M. Rankin, Jr. --- For 1.5 Elect Director J. Taylor Wharton --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Halt Payments to Indonesian Military Against Against ShrHoldr 06/03/04 - A Gemstar - TV Guide 36866W106 04/09/04 52,800 International, Inc. *GMST* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Gen-Probe, Inc. *GPRO* 36866T103 04/15/04 8,600 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 28,200 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 8,200 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas A. Berthiaume --- For 1.2 Elect Director Henry E. Blair --- For 1.3 Elect Director Gail K. Boudreaux --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Increase Authorized Preferred Stock For Against Mgmt In this case, management has specifically stated that the shares will be used in connection with the poison pill. We recommend shareholders vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a rights plan, especially if the plan has not been approved by shareholders and includes a trigger of less than 20 percent. 6 Ratify Auditors For For Mgmt 7 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/17/04 - A Getty Images, Inc. *GYI* 374276103 03/19/04 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 12,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 3,200 1 Elect Directors For For Mgmt 1.1 Elect Director Maurice A. Cox, Jr. --- For 1.2 Elect Director Nancy-Ann Min DeParle --- For 1.3 Elect Director Ronald W. Dollens --- For 1.4 Elect Director Enrique C. Falla --- For 1.5 Elect Director Kristina M. Johnson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A Harrah's Entertainment, Inc. 413619107 03/01/04 4,600 *HET* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/12/04 - A Hercules Inc. *HPC* 427056106 03/22/04 40,300 1 Elect Directors For For Mgmt 2 Amend Articles to Elect Directors For For Mgmt by Plurality Vote 3 Ratify Auditors For For Mgmt 4 Amend Articles to Provide For For Mgmt Shareholders with Right to Act by Written Consent and Call Special Meetings 05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 13,200 1 Elect Directors For For Mgmt 1.1 Elect Director A. Steven Crown --- For 1.2 Elect Director David Michels --- For 1.3 Elect Director John H. Myers --- For 1.4 Elect Director Donna F. Tuttle --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Require Majority of Independent Against For ShrHoldr Directors on Board Currently, according to our definitions, the board consists of two insiders, four affiliated outsiders, and seven independent outsiders. Thus, insiders and affiliated outsiders constitute 46 percent of the board seats. We believe that a board should consist of a substantial majority of independent outsiders. In summary, in evaluating proposals requiring that a substantial majority of the board be composed of independent directors, shareholders should closely examine the current composition of the board, the proponent's definition of independence, and the board's responsiveness to shareholder concerns. If the board composition is poor or the board has not fulfilled its fiduciary duties, then shareholders should vote in favor of a proposal which would require a greater number of outsiders on the board. However, if the board is already sufficiently independent and is fulfilling its fiduciary duty, support of such a proposal is unnecessary. Although we do not agree with all of the proponent's classifications of independent directors, in light of the fact that the board is only 54 percent independent, we believe this proposal sends an important message to management and is in shareholders' best interests. 05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 10,500 1 Elect Directors For For Mgmt 1.1 Elect Director John D. Baker II --- For 1.2 Elect Director Dale E. Jones --- For 1.3 Elect Director William P. Kennedy --- For 1.4 Elect Director Patrick J. Knipe --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 14,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas L. Teti --- For We recommend a vote FOR the directors with the exception of affiliated outsider Malcolm R. Currie, Ph.D.. We recommend that shareholders WITHHOLD votes from Malcolm R. Currie, Ph.D. for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director James E. Bolin --- For 1.3 Elect Director Malcolm R. Currie, Ph.D. --- Withhold 1.4 Elect Director John C. Miles II --- For 1.5 Elect Director Mitchell S. Rosenthal, M.D. --- For 1.6 Elect Director Joy A. Amundson --- For 1.7 Elect Director Terry E. Vandewarker --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Restricted Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/21/04 - A/S Inco Ltd. *N.* 453258402 03/16/04 17,000 1 Amend Bylaws Re:Declassify the Board For Against Mgmt 2 Elect Directors For For Mgmt 3 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 4 Other Business (Voting) For Against Mgmt 05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 24,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/13/04 - A Investors Financial Services 461915100 02/20/04 9,278 Corp. *IFIN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Invitrogen Corp. *IVGN* 46185R100 02/27/04 9,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 05/27/04 - A Iron Mountain Inc. *IRM* 462846106 04/05/04 5,200 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 3,700 *ESI* 1 Elect Directors For For Mgmt 1.1 Elect Director Rene R. Champagne --- For 1.2 Elect Director John F. Cozzi --- For 1.3 Elect Director James D. Fowler, Jr. --- For 1.4 Elect Director Harris N. Miller --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares, is above the allowable threshold of 187,500,000 shares. 05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 2,800 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt 04/22/04 - A J. B. Hunt Transport Services, 445658107 02/27/04 7,700 Inc. *JBHT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 15,000 Inc. *LLL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A Laboratory Corporation of 50540R409 03/31/04 5,100 America Holdings *LH* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Lamar Advertising Company 512815101 04/05/04 19,700 *LAMR* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 2,700 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 4,789 1 Elect Directors For For Mgmt 2 Amend Articles to Extend Provisions For For Mgmt that Restrict Accumulation of 5% Common Stock 3 Ratify Auditors For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 5,100 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/17/04 - A Limited Brands *LTD* 532716107 03/31/04 28,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 6,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 8,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 57,300 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For Against Mgmt We generally approve of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. However, in this case the plan also includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants. Because there is no expiration date specified for this plan, we are unable to determine the total number of shares which will become available for future issuance and, as such, we are unable to determine if the number of shares being reserved is reasonable. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 16,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 7,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Virgis W. Colbert --- Withhold We recommend a vote FOR all nominees expect Virgis W. Colbert. We recommend that shareholders WITHHOLD votes from Audit Committee member and independent outsider Virgis W. Colbert for paying excessive non-audit fees. 1.2 Elect Director William H. Longfield --- For 1.3 Elect Director Paul A. Ormond --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Ratify Auditors For Against Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 12,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 36,900 1 Elect Directors For For Mgmt 1.1 Elect Director Eugene P. Beard --- For 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Ronald M. Loeb --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- For 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr While we share the proponent's concern about excessive executive compensation, we believe this proposal is too restrictive and would limit the flexibility of the compensation committee to design appropriate compensation structure for the executives. As such, this item does not warrant shareholder approval. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 9,500 1 Elect Directors For For Mgmt 05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 16,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Medicines Company (The) *MDCO* 584688105 04/16/04 19,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/20/04 - A MedImmune, Inc. *MEDI* 584699102 03/31/04 12,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 18,900 *MERQ* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A MGI Pharma, Inc. *MOGN* 552880106 03/15/04 3,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Andrew J. Ferrara --- For We recommend a vote FOR the directors with the exception of independent outsider David B. Sharrock. We recommend that shareholders WITHHOLD votes from David B. Sharrock for poor attendance. 1.2 Elect Director Gilla Kaplan, Ph.D. --- For 1.3 Elect Director Edward W. Mehrer --- For 1.4 Elect Director Hugh E. Miller --- For 1.5 Elect Director Leon O. Moulder, Jr. --- For 1.6 Elect Director Lee J. Schroeder --- For 1.7 Elect Director David B. Sharrock --- Withhold 1.8 Elect Director Waneta C. Tuttle, Ph.D. --- For 1.9 Elect Director Arthur L. Weaver, M.D. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 19,300 Inc. *MLNM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 4,700 1 Elect Directors For For Mgmt 05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 9,400 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 21,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/27/04 - A Moody's Corporation *MCO* 615369105 03/01/04 6,300 1 Elect Directors For For Mgmt 1.1 Elect Director Basil L. Anderson --- For 1.2 Elect Director Raymond W Mcdaniel Jr. --- For 1.3 Elect Director John Rutherfurd, Jr. --- For 1.4 Elect Director John K. Wulff --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Performance- Based Against Against ShrHoldr We evaluate shareholder proposals to grant performance and time-based restricted shares on a case-by-case basis. While we support the general principal of performance-based compensation, and believe that there should be strong linkage between company's performance and compensation at the senior executive level, we believe that issuers should be given latitude in determining the mix of award types. Consequently, we would not support proposals that overly restrict the Compensation Committee to awarding only performance and time-based options to its senior executives. 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 3,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A National Commerce Financial 63545P104 03/01/04 25,400 Corporation *NCF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A National Instruments Corp. 636518102 03/15/04 10,891 *NATI* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/19/04 - A National-Oilwell, Inc. *NOI* 637071101 03/22/04 4,600 1 Elect Directors For For Mgmt 04/26/04 - A NBTY, Inc. *NTY* 628782104 03/22/04 7,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/16/04 - S NetScreen Technologies, Inc. 64117V107 03/10/04 11,100 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 05/26/04 - A Neurocrine Biosciences, Inc. 64125C109 04/01/04 9,100 *NBIX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A New York Community Bancorp, 649445103 03/29/04 12,710 Inc. *NYB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 12,400 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 22,600 1 Elect Directors For For Mgmt 1.1 Elect Director Albert Aiello --- For 1.2 Elect Director Fred Corrado --- For 1.3 Elect Director Richard L. Crandall --- For 1.4 Elect Director Wayne Mackie --- For 1.5 Elect Director Claudia B. Malone --- For 1.6 Elect Director Jack L. Messman --- For 1.7 Elect Director Richard L. Nolan --- For 1.8 Elect Director Thomas G. Plaskett --- For 1.9 Elect Director John W. Poduska, Sr. --- For 1.10 Elect Director James D. Robinson, III --- For 1.11 Elect Director Kathy Brittain White --- For 2 Expense Stock Options Against For ShrHoldr 3 Performance-Based/Indexed Options Against For ShrHoldr We believe the company would benefit from making greater use of equity awards tied to performance measures. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 17,530 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provision of Non-Audit Services by Against For ShrHoldr Independent Auditors Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 4 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A NTL Incorporated *NTLI* 62940M104 03/22/04 6,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Approve Share Plan Grant For For Mgmt 05/04/04 - A O'Reilly Automotive, Inc. 686091109 02/27/04 14,800 *ORLY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Elect Director John Murphy For For Mgmt 4 Elect Director Ronald Rashkow For For Mgmt 05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 34,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault III --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce Nelson, affiliated outsider David I. Fuente, and independent outsiders Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, Neil R. Austrian, and Lee A. Ault III. We recommend that shareholders WITHHOLD votes from Bruce Nelson, Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, David I. Fuente, Neil R. Austrian, and Lee A. Ault III for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Neil R. Austrian --- Withhold 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- Withhold 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- Withhold 1.9 Elect Director James L. Heskett --- Withhold 1.10 Elect Director Patricia H. McKay --- For 1.11 Elect Director Michael J. Myers --- Withhold 1.12 Elect Director Bruce Nelson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 12,400 *OHP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kent J. Thirty --- For We recommend a vote FOR Kent J. Thiry, but WITHHOLD votes from affiliated outsider Benjamin H. Safirstein, M.D. We recommend that shareholders WITHHOLD votes from Benjamin H. Safirstein, M.D. for poor attendance and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director B.H. Safirstein, M.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Divest from Tobacco Equities Against Against ShrHoldr Because of the lack of company investments in tobacco equities, restrictive format, and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 04/23/04 - A P.F. Chang's China Bistro Inc 69333Y108 02/27/04 2,200 *PFCB* 1 Elect Directors For For Mgmt 1.1 Elect Director Richard L. Federico --- For 1.2 Elect Director R. Michael Welborn --- For 1.3 Elect Director James D. Shennan, Jr. --- For 1.4 Elect Director F. Lane Cardwell, Jr. --- For 1.5 Elect Director Kenneth J. Wessels --- For 1.6 Elect Director M. Ann Rhoades --- For 1.7 Elect Director Lesley H. Howe --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/27/04 - A Paccar Inc. *PCAR* 693718108 03/01/04 4,800 1 Elect Directors For For Mgmt 1.1 Elect Director David K. Newbigging --- For 1.2 Elect Director Harry C. Stonecipher --- For 1.3 Elect Director Harold A. Wagner --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Deferred Compensation Plan For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan, which was renewed in 1999, was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 5 Limit Awards to Executives Against Against ShrHoldr We believe that there should be a positive linkage between executive pay and the company's shareholder returns. Specifically, if total shareholder returns decrease over the long term, then executive compensation should follow suit and not increase as it has been observed in the case of some companies. In this case, PACCAR has posted one-year, three-year, and five-year total shareholder returns of 89.53 percent, 41.42 percent, and 30.21 percent, respectively, outperforming its peer group (72.09 percent, 3.35 percent, and 6.80 percent) and the S&P 500 index (38.90 percent, -1.51 percent, and -0.34 percent) over the same period. We also agree that setting executive compensation is the responsibility of an independent compensation committee. In this case, the Compensation Committee is comprised of independent outsiders, which minimizes any conflicts of interests between the management and shareholders. The prohibition on all future stock option programs would affect the company's ability to retain a large number of critical employees or attract qualified personnel. We also note that the company maintains a policy of expensing stock options which serves to discipline compensation practices and level the accounting playing field among different forms of pay. We believe this proposal is too restrictive, as it would prohibit executives from receiving stock options, a common form of equity award. As such, this item does not warrant shareholder approval 05/04/04 - A Packaging Corporation of 695156109 03/15/04 11,300 America *PKG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Henry F. Frigon --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas S. Souleles and Samuel M. Mencoff. We recommend that shareholders WITHHOLD votes from Thomas S. Souleles for standing as an affiliated outsider on the Compensation and Nominating committees, and from Samuel M. Mencoff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Louis S. Holland --- For 1.3 Elect Director Justin S. Huscher --- For 1.4 Elect Director Samuel M. Mencoff --- Withhold 1.5 Elect Director Thomas S. Souleles --- Withhold 1.6 Elect Director Paul T. Stecko --- For 1.7 Elect Director Rayford K. Williamson --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A PAR PHARMACEUTICAL COS INC 717125108 04/08/04 5,100 *PRX* 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 17,200 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/19/04 - A Performance Food Group Co. 713755106 03/29/04 6,000 *PFGC* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 06/10/04 - A PETsMART *PETM* 716768106 04/12/04 27,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 8,100 *PXD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 12,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Bailey --- For We recommend a vote FOR the directors with the exception of affiliated outsider James Diller. We recommend that shareholders WITHHOLD votes from James Diller for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alexandre Balkanski --- For 1.3 Elect Director Richard Belluzzo --- For 1.4 Elect Director James Diller --- Withhold 1.5 Elect Director Jonathan Judge --- For 1.6 Elect Director William Kurtz --- For 1.7 Elect Director Frank Marshall --- For 1.8 Elect Director Lewis Wilks --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 2,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 19,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Betsy S. Atkins --- For We recommend a vote FOR the directors with the exception of William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards at the time of our analysis. 1.2 Elect Director John Seely Brown --- For 1.3 Elect Director Robert C. Hagerty --- For 1.4 Elect Director John A. Kelley, Jr. --- For 1.5 Elect Director Michael R. Kourey --- For 1.6 Elect Director Stanley J. Meresman --- For 1.7 Elect Director William A. Owens --- Withhold 1.8 Elect Director Durk I. Jager --- For 1.9 Elect Director Thomas G. Stemberg --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 60,900 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 2,900 Incorporated *DGX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Radian Group Inc. *RDN* 750236101 03/15/04 12,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Articles For Against Mgmt Proposal would declassify the board. 4 Ratify Auditors For For Mgmt 04/26/04 - A Regeneration Technologies, 75886N100 03/24/04 4,650 Inc. *RTIX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Brian K. Hutchison --- For We recommend a vote FOR the directors with the exception of David J. Simpson. We recommend that shareholders WITHHOLD votes from David J. Simpson for standing as an affiliated outsider on the Audit Committee and David J. Simpson for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director David J. Simpson --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.63 percent is above the allowable cap for this company of 11.42 percent. 05/04/04 - A Robert Half International Inc. 770323103 03/11/04 14,500 *RHI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 12,900 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Michael J. Bush --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Michael J. Bush for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Norman A. Ferber and from insider James C. Peters for failure to establish a majority independent board. 1.2 Elect Director Norman A. Ferber --- Withhold 1.3 Elect Director James C. Peters --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 6,800 1 Elect Directors For For Mgmt 05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 25,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven A. Burd --- Withhold A key issue for investors as they sift through questions raised about performance, relationships and related party transactions is whether or not Safeway's board is fulfilling its fiduciary obligation to shareholders by providing effective management oversight. Recent corporate governance reforms are steps in the right direction, but are they a sufficient antidote to a legacy of relationships that extends back almost two decades? Criticisms of Safeway's performance are modestly compelling. Safeway's performance record over the last five years has been less than favorable. Some critics put the blame for this performance problem squarely on the shoulders of Mr. Burd. At the same time, most of Safeway's peer group has struggled. The recent earnings report is a mixed bag and continues to highlight trends that have impacted Safeway and its competitors over the last few years. If this "vote no" campaign were solely a referendum on performance, it would likely not have gained the traction and momentum that we have seen in recent weeks. The related party transactions and disclosure issues that have been highlighted by the dissidents are of concern. Mr. Tauscher's related party transactions are historical and not monetarily significant, and, hence, we do not recommend withholding from Mr. Tauscher on those grounds alone. However, we do point out that this board needs to be more diligent and critical in its views on and disclosures of related party transactions going forward. A more significant concern is the continuing KKR influence on the board. With the company's recent announcement of Mr. Greene and Mr. Roberts stepping down from the board, the "KKR connection criticism is slightly mitigated. The remaining "KKR connection" on the board centers on Mr. MacDonnell and Mr. Hazen. Mr. Hazen is not a current nominee. Mr. MacDonnell is a former KKR partner and currently retired. As such, we do not recommend withholding from Mr. MacDonnell. As we sift through the issues of failed transactions, undisclosed connections, and a board dominated by an outside entity, there is one constant ' Mr. Burd. Our recommendation to withhold from Mr. Burd is not a referendum on Mr. Burd's continuation as CEO, nor should it be. That is for the board to judge. Rather, we focus on the performance of this board and the accountability of its CEO/chairman. In that light, one cannot disregard the ties that bind this board, including Mr. Burd, to KKR. In its most recent governance reform, the company announced the election of Mr. Hazen as lead director. Mr. Hazen's ties to KKR disqualify him as a strong counterbalance to Chairman Burd. We acknowledge that the board has few options for selection of a strong independent chairman from its existing directors, but we must note that the board created this problem by failing to replace the KKR directors in a timely fashion following the liquidation of KKR's equity interest. The board now must find independent candidates to fill the three seats being vacated. We hope that one of these new nominees will emerge as a good choice for chairman. The recently announced reforms are a partial step towards resolving the KKR legacy issues. It demands a complete solution. New names and expertise are needed on this board, including a new independent board chairman. We acknowledge that this board has improved its corporate governance, but we believe they haven't gone far enough. We note that a separate proposal on this ballot provides shareholders a voice on the issue of an independent chairman. Nevertheless, the collective history of relationships between KKR and Safeway cannot be ignored. Naming a strong independent chairman is the one reform that would set the company on the right path. 1.2 Elect Director Robert I. MacDonnell --- For 1.3 Elect Director William Y. Tauscher --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Repricing of Options For For Mgmt 5 Amend Bylaws to Require Independent Against For ShrHoldr Director as Chairman of the Board On May 3, 2004, the company announced the election of Paul Hazen as lead independent director. The company believes that it has met our standards on an independent lead director. However, as discussed more fully in the Elect Directors section, we believe that Mr. Hazen's ties to KKR preclude him from acting as a strong counterbalance to Mr. Burd. We believe that Safeway's board requires a strong independent chairman. Since approval of this proposal will ensure the independence of the chairman of the board, we support this proposal. 6 Provide for Cumulative Voting Against Against ShrHoldr 7 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 8 Prepare Sustainability Report Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Expense Stock Options Against For ShrHoldr We support the expensing of options. We believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Because the company has made a commitment to expense options, we believe that management intends to support this proposal at its upcoming annual meeting. 05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 7,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Alfred P. West, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider William M. Doran and insider Alfred P. West, Jr. We recommend that shareholders WITHHOLD votes from Alfred P. West, Jr. for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from William M. Doran for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director William M. Doran --- Withhold 1.3 Elect Director Howard D. Ross --- For 1.4 Elect Director Thomas W. Smith --- For 2 Ratify Auditors For For Mgmt 05/10/04 - A Select Medical Corp. *SEM* 816196109 03/26/04 14,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 23,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/20/04 - A Smith International, Inc. 832110100 02/27/04 14,720 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 6,300 1 Elect Directors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 10,800 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 30,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 6,500 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 10,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Lorenzo J. Fertitta --- Withhold We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Lorenzo J. Fertitta and affiliated outsider Blake L. Sartini for failure to establish a majority independent board. 1.2 Elect Director Blake L. Sartini --- Withhold 1.3 Elect Director James E. Nave, D.V.M. --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 7,900 1 Elect Directors For For Mgmt 1.1 Elect Director Jack W. Schuler --- For 1.2 Elect Director Mark C. Miller --- For 1.3 Elect Director John P. Connaughton --- For 1.4 Elect Director Rod F. Dammeyer --- For 1.5 Elect Director Patrick F. Graham --- For 1.6 Elect Director John Patience --- For 1.7 Elect Director Thomas R. Reusche --- For 1.8 Elect Director Peter Vardy --- For 1.9 Elect Director L. John Wilkerson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Report on Waste Incineration Against Against ShrHoldr In this case, we note that the company does not have a formal EHS report; however, it does specifically discuss the issue of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time. 05/14/04 - A SunGard Data Systems Inc. 867363103 03/15/04 17,760 *SDS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory S. Bentley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Gregory S. Bentley. We recommend that shareholders WITHHOLD votes from Gregory S. Bentley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael C. Brooks --- For 1.3 Elect Director Cristobal Conde --- For 1.4 Elect Director Ramon de Oliveira --- For 1.5 Elect Director Henry C. Duques --- For 1.6 Elect Director Albert A. Eisenstat --- For 1.7 Elect Director Bernard Goldstein --- For 1.8 Elect Director Janet Brutschea Haugen --- For 1.9 Elect Director James L. Mann --- For 1.10 Elect Director Malcolm I. Ruddock --- For 2 Ratify Auditors For For Mgmt 04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 14,000 *SBL* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 13,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Aart J. de Geus --- For We recommend a vote FOR the directors with the exception of independent outsider Sasson Somekh. We recommend that shareholders WITHHOLD votes from Sasson Somekh for poor attendance. 1.2 Elect Director Andy D. Bryant --- For 1.3 Elect Director Chi-Foon Chan --- For 1.4 Elect Director Bruce R. Chizen --- For 1.5 Elect Director Deborah A. Coleman --- For 1.6 Elect Director A. Richard Newton --- For 1.7 Elect Director Sasson Somekh --- Withhold 1.8 Elect Director Roy Vallee --- For 1.9 Elect Director Steven C. Walske --- For 2 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 19.23 percent is above the allowable cap for this company of 12.60 percent. 3 Ratify Auditors For For Mgmt 04/08/04 - A T. Rowe Price Group, Inc. 74144T108 02/06/04 5,600 *TROW* 1 Elect Directors For For Mgmt 1.1 Elect Director Edward C. Bernard --- For 1.2 Elect Director James T. Brady --- For 1.3 Elect Director D. William J. Garrett --- For 1.4 Elect Director Donald B. Hebb, Jr. --- For 1.5 Elect Director James A.C. Kennedy --- For 1.6 Elect Director James S. Riepe --- For 1.7 Elect Director George A. Roche --- For 1.8 Elect Director Brian C. Rogers --- For 1.9 Elect Director Dr. Alfred Sommer --- For 1.10 Elect Director Dwight S. Taylor --- For 1.11 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt While we recognize T. Rowe Price's compensation methodology for retaining employees, we primarily evaluate stock-based incentive proposals by analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a higher level of equity in its compensation to employees to offset the lower cash compensation and other forms of long-term incentives, there are higher levels of economic costs and dilution associated with it. Therefore, the cost for the 2004 Stock Incentive Plan is 13.30 percent and has exceeded the allowable cap of 6.20 percent. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 5,300 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 50,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 9,000 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 6,600 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY For For Mgmt S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS. 2 TO APPROVE THE BOARD OF DIRECTORS For Against Mgmt RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL. 3 TO ELECT ABRAHAM E. COHEN TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 5 TO ELECT PROF. MEIR HETH TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 6 TO ELECT PROF. MOSHE MANY TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 8 TO APPROVE THE PURCHASE OF DIRECTOR For Against Mgmt S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. 9 Ratify Auditors For For Mgmt 05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 614 *CAKE* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Thomas L. Gregory --- Withhold We support the proposed corporate governance reforms that Culinary Union is advocating. While we note the positive steps the company took in forming a Corporate Governance Committee and in eliminating the slow-hand provision in its poison pill, it considers them as only partial response to shareholders' mandate on the governance issues. The company in its defense points out that the proposals did not receive 80 percent of the votes outstanding which is required to amend the company's bylaws on some of those proposals. However, the proposals did receive clear majority of the votes cast. In light of the majority support, we believe that the company should have taken additional steps to respond to shareholders' wishes. Our policy is to withhold votes from the director nominees if they ignore a shareholder proposal that was approved by a majority of the votes cast for two consecutive years. However, in this case, given that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance reforms which we support, and the company's minimal response to address shareholders' mandate of last year on multiple proposals, we recommend a WITHHOLD vote from Thomas Gregory. 2 Amend Stock Option Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/18/04 - A The Interpublic Group of 460690100 03/26/04 37,900 Companies, Inc. *IPG* 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Bell --- For We recommend a vote FOR the directors with the exception of independent outsider J. Phillip Samper. We recommend that shareholders WITHHOLD votes from J. Phillip Samper for poor attendance. 1.2 Elect Director Frank J. Borell --- For 1.3 Elect Director Reginald K. Brack --- For 1.4 Elect Director Jill M. Considine --- For 1.5 Elect Director Christopher J. Coughlin --- For 1.6 Elect Director John J. Donner, Jr. --- For 1.7 Elect Director Richard A. Goldstein --- For 1.8 Elect Director H. John Greenlaus --- For 1.9 Elect Director Michael I. Roth --- For 1.10 Elect Director J. Phillip Samper --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 5 MacBride Principles Against Against ShrHoldr 05/27/04 - A The PMI Group, Inc. *PMI* 69344M101 04/01/04 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 17,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 4 Report on Vendor Standards Against Abstain ShrHoldr 5 Declassify the Board of Directors Against Against ShrHoldr 05/18/04 - A Thermo Electron Corp. *TMO* 883556102 03/26/04 7,900 1 Elect Directors For For Mgmt 1.1 Elect Director Marijn E. Dekkers --- For 1.2 Elect Director Robert A. McCabe --- For 1.3 Elect Director Robert W. O'Leary --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr The company currently uses restricted stock as part of its long-term incentive compensation for executives. However, the company's proxy materials do not specify the performance or vesting requirements of such awards. Although we generally support restricted stock grants as part of overall executive compensation, we do not believe that companies should be limited or constrained in their selection of award types. Although one may argue that the level of equity compensation at the company is not proportional to its performance, we do not believe that this proposal represents the solution to potential or perceived pay-for-performance disconnects. In addition, the proposal is too restrictive as it requires: (1) the absolute substitution of restricted for stock options and (2) a 100 percent retention ratio. 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 9,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Too, Inc. *TOO* 890333107 03/26/04 25,600 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 6,300 1 Elect Directors For Split Mgmt 1.1 Elect Director James F. Wright --- For We recommend a vote FOR the directors with the exception of Gerard E. Jones. We recommend that shareholders WITHHOLD votes from Gerard E. Jones for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Gerard E. Jones --- Withhold 1.3 Elect Director Edna K. Morris --- For 2 Ratify Auditors For Against Mgmt One of the most important issues relating to auditors is the independence of the auditing process. The auditor's independence from the company being audited reduces the potential for abuse. Recently, many accounting firms have expanded their business to include broad-based consulting services. We believe that in some cases, such consulting services, when operated side by side with the accounting business, can lower auditor objectivity. More than 50% of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. We recommend a vote against this proposal. 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 25,435 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/14/04 - A UTStarcom, Inc. *UTSI* 918076100 03/29/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas J. Toy --- For We recommend that shareholders vote FOR Thomas J. Toy but WITHHOLD votes from insider Ying Wu for failure to establish a majority independent board. 1.2 Elect Director Ying Wu --- Withhold 2 Ratify Auditors For For Mgmt 05/20/04 - A Varco International, Inc. 922122106 03/22/04 6,200 *VRC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Greg L. Armstrong --- For This ALERT revises our original vote recommendation of a FOR vote for director Richard A. Kertson. He is an affiliated outsider on the company's Audit Committee. We now recommend a WITHHOLD vote for this director. 1.2 Elect Director George S. Dotson --- For 1.3 Elect Director Richard A. Kertson --- Withhold 1.4 Elect Director John F. Lauletta --- For 1.5 Elect Director Eric L. Mattson --- For 1.6 Elect Director L.E. Simmons --- For 1.7 Elect Director Jeffery A. Smisek --- For 1.8 Elect Director Douglas E. Swanson --- For 1.9 Elect Director James D. Woods --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 11,900 *VAR* 1 Increase Authorized Common Stock For For Mgmt 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 30,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 6,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua Bekenstein --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas P. Salice and Edward Conard. We recommend that shareholders WITHHOLD votes from Thomas P. Salice for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. We also recommend that shareholders WITHHOLD votes from Edwarrd Conard for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director M.J. Berendt, Ph.D. --- For 1.3 Elect Director Douglas A. Berthiaume --- For 1.4 Elect Director Philip Caldwell --- For 1.5 Elect Director Edward Conard --- Withhold 1.6 Elect Director L.H. Glimcher, M.D. --- For 1.7 Elect Director William J. Miller --- For 1.8 Elect Director Thomas P. Salice --- Withhold 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 19,900 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 5,700 *WLP* 1 Approve Merger Agreement For For Mgmt 05/26/04 - A Western Wireless Corporation 95988E204 03/26/04 28,800 *WWCA* 1 Elect Directors For For Mgmt 1.1 Elect Director John W. Stanton --- For 1.2 Elect Director John L. Bunce, Jr. --- For 1.3 Elect Director Mitchell R. Cohen --- For 1.4 Elect Director Daniel J. Evans --- For 1.5 Elect Director Theresa E. Gillespie --- For 1.6 Elect Director Jonathan M. Nelson --- For 1.7 Elect Director Peggy V. Phillips --- For 1.8 Elect Director Mikal J. Thomsen --- For 1.9 Elect Director Peter H. van Oppen --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/13/04 - A Westwood One, Inc. *WON* 961815107 04/13/04 18,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 34,600 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 23,900 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 26,082 1 Elect Directors For Split Mgmt 1.1 Elect Director Phillip R. Kevil --- Withhold We recommend that shareholders vote FOR Scott G. Sherman but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Phillip R. Kevil for failure to establish a majority independent board and for standing as an affiliated outsider on the Audit and Compensation committees and Bob R. Simpson for failure to establish a majority independent board. 1.2 Elect Director Scott G. Sherman --- For 1.3 Elect Director Bob R. Simpson --- Withhold 2 Increase Authorized Common Stock For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 6,600 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 15,300 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 09/18/03 - A Activision, Inc. *ATVI* 004930202 07/28/03 29,075 1 Elect Directors For For 1.1 Elect Director Robert A. Kotick --- For 1.2 Elect Director Brian G. Kelly --- For 1.3 Elect Director Ronald Doornink --- For 1.4 Elect Director Kenneth L. Henderson --- For 1.5 Elect Director Barbara S. Isgur --- For 1.6 Elect Director Steven T. Mayer --- For 1.7 Elect Director Robert J. Morgado --- For 2 Increase Authorized Preferred and For Against Common Stock 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 4,525 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 08/28/03 - A American Woodmark Corp. *AMWD* 030506109 06/30/03 10,700 1 Elect Directors For Split 1.1 Elect Director William F. Brandt, Jr. --- For 1.2 Elect Director Daniel T. Carroll --- For 1.3 Elect Director Martha M. Dally --- Withhold WITHHOLD votes from Martha M. Dally for poor attendance. 1.4 Elect Director James G. Davis --- For 1.5 Elect Director James J. Gosa --- For 1.6 Elect Director Kent B. Guichard --- For 1.7 Elect Director Kent J. Hussey --- For 1.8 Elect Director G. Thomas McKane --- For 1.9 Elect Director Neil P. DeFeo --- For 1.10 Elect Director C. Anthony Wainwright --- For 2 Ratify Auditors For For 09/23/03 - A Asyst Technologies, Inc. *ASYT* 04648X107 07/25/03 24,800 1 Elect Directors For For 1.1 Elect Director Stephen S. Schwartz, Ph.D. --- For 1.2 Elect Director P. Jackson Bell --- For 1.3 Elect Director Stanley Grubel --- For 1.4 Elect Director Robert A. McNamara --- For 1.5 Elect Director Anthony E. Santelli --- For 1.6 Elect Director Walter W. Wilson --- For 1.7 Elect Director Tsuyoshi Kawanishi --- For 2 Approve Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 07/30/03 - A Christopher & Banks Corp *CBK* 171046105 05/30/03 9,775 1 Elect Directors For For 1.1 Elect Director William J. Prange --- For We recommend a vote FOR the directors. 1.2 Elect Director James J. Fuld, Jr. --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For Against 09/03/03 - A Commonwealth Telephone 203349105 06/20/03 7,300 Enterprises, Inc. *CTCO* 1 Elect Directors For Split 1.1 Elect Director Walter Scott, Jr. --- For 1.2 Elect Director David C. Mitchell --- For 1.3 Elect Director David C. McCourt --- Withhold WITHHOLD votes from David C. McCourt for failure to establish an independent nominating committee. 1.4 Elect Director Daniel E. Knowles --- For 2 Ratify Auditors For For 3 Convert Class B common shares into For For common shares 4 Adjourn Meeting For Against 09/04/03 - A Exar Corporation *EXAR* 300645108 07/11/03 23,200 1 Elect Director Dr. Frank P. Carrubba For For 2 Amend Non-Employee Director Stock For For Option Plan 07/10/03 - A MicroStrategy Inc. *MSTR* 594972408 05/23/03 10,300 1 Elect Directors For Split 1.1 Elect Director Michael J. Saylor --- Withhold We recommend a vote FOR the directors with the exceptions of Sanju K. Bansal and Michael J. Saylor, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Sanju K. Bansal --- Withhold 1.3 Elect Director David B. Blundin --- For 1.4 Elect Director F. David Fowler --- For 1.5 Elect Director Carl J. Rickertsen --- For 1.6 Elect Director Stuart B. Ross --- For 1.7 Elect Director Ralph S. Terkowitz --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 09/26/03 - A Polymedica Corp. *PLMD* 731738100 08/08/03 13,600 1 Elect Directors For For 1.1 Elect Director Daniel S. Bernstein, M.D. --- For We recommend a vote FOR the directors with the exception of independent director Walter R. Maupay, Jr.. We recommend that shareholders WITHHOLD votes from Audit Committee member Walter R. Maupay, Jr. for paying excessive non-audit fees. 1.2 Elect Director Herbert A. Denton --- For 1.3 Elect Director Walter R. Maupay, Jr. --- For 2 Ratify Auditors For For 07/24/03 - A Radiant Systems, Inc. *RADS* 75025N102 06/16/03 25,800 1 Elect Directors For Withhold 1.1 Elect Director Erez Goren --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Erez Goren for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee, and insider Alon Goren for failure to establish an independent nominating committee. 1.2 Elect Director Alon Goren --- Withhold 09/18/03 - A Roxio, Inc. *ROXI* 780008108 07/24/03 64,500 1 Elect Directors For Split 1.1 Elect Director Joseph C. Kaczorowski --- Withhold We recommend a vote FOR the directors with the exception of Joseph C. Kaczorowski. We recommend that shareholders WITHHOLD votes from Joseph C. Kaczorowski for poor attendance. 1.2 Elect Director Brian C. Mulligan --- For 2 Approve Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 07/16/03 - A SeaChange International Inc. 811699107 05/22/03 23,900 *SEAC* 1 Elect Director William C. For Withhold Styslinger, III We recommend that shareholders WITHHOLD votes from insider William C. Styslinger, III for failure to establish an independent nominating committee 2 Amend Employee Stock Purchase Plan For For 08/08/03 - A The Med-Design Corp. *MEDC* 583926100 06/09/03 23,000 1 Elect Directors For Split 1.1 Elect Director Joseph N. Bongiovanni, III --- Withhold We recommend that shareholders vote FOR Pasquale L. Vallone, but WITHHOLD votes from affiliated outsider Gilbert M. White for standing as an affiliated outsider on the Compensation and Nominating committees and insider Joseph N. Bongiovanni, III for standing as an insider on the Nominating Committee. 1.2 Elect Director Pasquale L. Vallone --- For 1.3 Elect Director Gilbert M. White --- Withhold 2 Ratify Auditors For For 07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 18,400 1 Elect Directors For Split 1.1 Elect Director George Zimmer --- For 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- Withhold WITHHOLD votes from Rinaldo S. Brutoco for standing as an affiliated outsider on the Compensation and Nominating and Corporate Governance committees. 1.4 Elect Director Michael L. Ray, Ph.D. --- Withhold WITHHOLD votes from Audit Committee member Michael L. Ray, Ph.D. for paying excessive non-audit fees. 1.5 Elect Director Sheldon I. Stein --- Withhold WITHHOLD votes from Audit Committee member Sheldon I. Stein for paying excessive non-audit fees. 1.6 Elect Director Kathleen Mason --- Withhold WITHHOLD votes from Audit Committee member Kathleen Mason for paying excessive non-audit fees. Shareholder Proposal 2 Implement and Monitor Code of Against Against Corporate Conduct - ILO Standards Management Proposal 3 Ratify Auditors For Against 07/09/03 - A United Therapeutics Corp. 91307C102 05/12/03 19,200 *UTHR* 1 Elect Directors For For 08/08/03 - A Zoran Corp. *ZRAN* 98975F101 06/30/03 16,700 1 Approve Merger Agreement For For 2 Elect Directors For For 2.1 Elect Director Levy Gerzberg --- For We recommend a vote FOR the directors. 2.2 Elect Director Uzia Galil --- For 2.3 Elect Director James D. Meindl --- For 2.4 Elect Director James B. Owens, Jr. --- For 2.5 Elect Director Arthur B. Stabenow --- For 2.6 Elect Director Philip M. Young --- For 3 Increase Authorized Common Stock For For 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/29/03 - S Activision, Inc. *ATVI* 004930202 12/01/03 28,275 1 Increase Authorized Common Stock For For 11/06/03 - A Aeroflex, Inc. *ARXX* 007768104 10/09/03 59,900 1 Elect Directors For For 10/09/03 - A Agile Software Corp. *AGIL* 00846X105 08/20/03 40,900 1 Elect Directors For For 2 Ratify Auditors For For 12/16/03 - A Alexion Pharmaceuticals, Inc. 015351109 10/23/03 27,800 *ALXN* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 10/22/03 - A Applied Films Corp. *AFCO* 038197109 09/05/03 15,200 1 Elect Director Thomas T. Edman For For 2 Elect Director Vincent Sollitto, Jr. For For 3 Elect Company Secretary For For 4 Approve Omnibus Stock Plan For For 5 Other Business For Against 12/09/03 - S Bank Of The Ozarks Inc. *OZRK* 063904106 10/02/03 3,700 1 Increase Authorized Common Stock For For 12/11/03 - S Business Objects S.A. 12328X107 None 27,000 Special Meeting Agenda 1 Approve Acquisition of Crystal For For Decsions Inc. and Approve Terms of Merger Agreement 2 Approve Issuance of Up to 37 For For Million Shares in Connection with Acquisition, and Amend Articles Accordingly 3 Approve Issuance of Warrants to For For Subscribe to Up to 15,000 Shares to David J. Roux 4 Authorize Issuance of Up to 250,000 For For Shares Reserved for Business Objects SA Employee Benefits Trust for Use in 1995 International Employee Stock Purchase Plan 5 Approve Issuance of Up to 50,000 For For Shares Reserved for Employees Participating in Savings-Related Share Purchase Plan 6 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 7 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 8 Amend 2001 Executive Stock Option For Against Plan Re: Number of Available Shares 9 Elect David J. Roux as Director For For 10 Approve Increase in Director For For Remuneration to Aggregate Amount of EUR 350,000 11 Authorize Filing of Required For For Documents/Other Formalities 12/09/03 - A Cable Design Technologies Corp. 126924109 10/22/03 51,400 *CDT* 1 Elect Directors For Split 1.1 Elect Director Bryan C. Cressey --- For 1.2 Elect Director Lance C. Balk --- Withhold WITHHOLD votes from Lance C. Balk for standing as an affiliated outsider on the Nominating Committee. 1.3 Elect Director George Graeber --- For 1.4 Elect Director Michael F.O. Harris --- For 1.5 Elect Director Glenn Kalnasy --- For 1.6 Elect Director Ferdinand Kuznik --- For 1.7 Elect Director Richard C. Tuttle --- For 2 Ratify Auditors For For 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 24,300 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 12/08/03 - A Copart, Inc. *CPRT* 217204106 10/13/03 42,200 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 10/28/03 - A Cree, Inc. *CREE* 225447101 09/04/03 22,800 1 Elect Directors For Split 1.1 Elect Director F. Neal Hunter --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx. We recommend that shareholders WITHHOLD votes from Audit Committee members Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx for paying excessive non-audit fees. 1.2 Elect Director Charles M. Swoboda --- For 1.3 Elect Director John W. Palmour, Ph.D. --- For 1.4 Elect Director Dolph W. von Arx --- Withhold 1.5 Elect Director James E. Dykes --- Withhold 1.6 Elect Director William J. O'Meara --- Withhold 1.7 Elect Director Robert J. Potter, Ph.D. --- Withhold 12/09/03 - A Datascope Corp. *DSCP* 238113104 10/24/03 15,000 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 10/30/03 - A Digene Corp. *DIGE* 253752109 09/09/03 6,900 1 Elect Directors For For 1.1 Elect Director John H. Landon --- For 1.2 Elect Director John J. Whitehead --- For 2 Amend Omnibus Stock Plan For Against 10/30/03 - A Electro Scientific Industries, 285229100 09/04/03 13,600 Inc. *ESIO* 1 Elect Directors For Split 1.1 Elect Director Richard J. Faubert --- For We recommend a vote FOR the directors with the exceptions of Robert R. Walker and Frederick A. Ball. We recommend that shareholders WITHHOLD votes from Audit Committee members Robert R. Walker and Frederick A. Ball for paying excessive non-audit fees. 1.2 Elect Director Keith L. Thomson --- For 1.3 Elect Director Jon D. Tompkins --- For 1.4 Elect Director Frederick A. Ball --- Withhold 1.5 Elect Director Robert R. Walker --- Withhold 2 Amend Stock Option Plan For For 12/09/03 - A Financial Federal Corp. *FIF* 317492106 10/22/03 20,800 1 Elect Directors For For 2 Ratify Auditors For For 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 16,800 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/18/03 - A Globecomm Systems, Inc. *GCOM* 37956X103 10/06/03 42,900 1 Elect Directors For For 2 Ratify Auditors For For 11/12/03 - A Harman International 413086109 09/15/03 2,500 Industries, Inc. *HAR* 1 Elect Directors For For 2 Approve Stock Split For For 10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 12,800 Inc. *ICST* 1 Elect Directors For Split 1.1 Elect Director Hock E. Tan --- Withhold We recommend that shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock E. Tan for failure to establish an independent nominating committee. 1.2 Elect Director Nam P. Suh, Ph.D. --- For 11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 25,400 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 8,000 *MRCY* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 10/29/03 - S New York Community Bancorp, 649445103 09/12/03 21,133 Inc. *NYB* 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 12/11/03 - A/S Open Text Corp. *OTC* 683715106 11/11/03 24,200 Management Proposals 1 Elect P. Thomas Jenkins, John For For Shackleton, Randy Fowlie, Peter J. Hoult, Brian Jackman, David Johnston, Ken Olisa, Stephen J. Sadler, Michael Slaunwhite as Directors 2 Approve Auditors and Authorize For For Board to Fix Remuneration of Auditors Shareholder Proposal 3 Make Effort to Locate Women for Against For Board Nominations and Senior Officer Positions Management Proposal 4 Issue Shares in Connection with an For For Acquisition 11/17/03 - S Plato Learning, Inc. *TUTR* 72764Y100 10/09/03 26,500 1 Issue Shares in Connection with an For For Acquisition 2 Amend Omnibus Stock Plan For For 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 9,300 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Approve Increase in Non-Executive For For Director Fees 4 Ratify Auditors For For 12/05/03 - A Sbs Broadcasting System L8137F102 10/07/03 34,200 S.A.(Formerly Scandinavian Broadcasting *SBTV* 1 Presentation of Information Under None None Article 57 of Luxembourg Company Law 2 Elect H. Sloan, M. Finkelstein, A. For For Ghee, H. Kloiber, B. Lorenz, E. McKinley, J. McNamara, S. O'Neill, M. Schneider, and M. Tellenbach as Directors 3 Authorize Share Repurchase Program For For 4 Approve Consolidated and For For Unconsolidated Financial Statements and Statutory Reports (Voting) 5 Confirm Determination by Board that For For No Dividends Will be Distrubuted to Shareholders 6 Discharge Board of Directors and For For Statutory Auditors for Year Ended Dec. 31, 2002 7 Appoint Ernst & Young as Auditors For For 8 Approve 2004 Share Incentive Plan For Against and Authorize the Issuance of 2.5 Million Common Shares to Plan Participants The total cost of the company's plans of 15.91 percent is above the allowable cap for this company of 9.40 percent. 11/17/03 - S Take-Two Interactive Software, 874054109 10/06/03 12,100 Inc. *TTWO* 1 Increase Authorized Common Stock For For 12/03/03 - A United Natural Foods, Inc. 911163103 10/09/03 17,700 *UNFI* 1 Elect Directors For For 2 Ratify Auditors For For 12/02/03 - A Veritas DGC Inc. *VTS* 92343P107 11/06/03 26,600 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Amend Employee Stock Purchase Plan For For 4 Approve Option Exchange Program For For 10/23/03 - A Verity, Inc. *VRTY* 92343C106 08/26/03 24,800 1 Elect Directors For For 1.1 Elect Director Anthony J. Bettencourt --- For We recommend that shareholders vote FOR Anthony J. Bettencourt, but WITHHOLD votes from independent outsider and Audit Committee member Stephen A. MacDonald for paying excessive non-audit fees. 1.2 Elect Director Stephen A. MacDonald --- For 2 Ratify Auditors For For 10/24/03 - S Vimpel Communications Ao 68370R109 09/08/03 11,800 1 Approve Acquisition of VimpelCom-R For For 2 Approve Acquisition of VimpelCom-R For For as an Interested Party Transaction 3 Issue Shares in Connection with For For Acquisition of VimpelCom-R 4 Approve Conversion of 3,320 For For VimpelCom-R Shares Owned by Eco Telecom Ltd. into 7.3 Million VimpelCom Shares as an Interested Party Transaction 5 Approve Conversion of 1,659 For For VimpelCom-R Shares Owned by Telenor East Invest AS into 3.6 Million VimpelCom Shares as an Interested Party Transaction Vote Summary Report Jan 01, 2004 - Mar 31, 2004 LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/11/04 - A Cabot Corp. *CBT* 127055101 01/12/04 10,300 1 Elect Directors For Split 1.1 Elect Director Kennett F. Burnes --- For We recommend a vote FOR the directors with the exception of affiliated outsider Roderick C.G. MacLeod. We recommend that shareholders WITHHOLD votes from Roderick C.G. MacLeod for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John S. Clarkeson --- For 1.3 Elect Director Roderick C.G. MacLeod --- Withhold 1.4 Elect Director Ronaldo H. Schmitz --- For 01/29/04 - A Candela Corp. *CLZR* 136907102 12/20/03 33,900 1 Elect Directors For Split 1.1 Elect Director Kenneth D. Roberts --- For We recommend a vote FOR the directors with the exception of Gerard E. Puorro. We recommend that shareholders WITHHOLD votes from Gerard E. Puorro for failure to establish an independent nominating committee. 1.2 Elect Director Gerard E. Puorro --- Withhold 1.3 Elect Director George A. Abe --- For 1.4 Elect Director Ben Bailey III --- For 1.5 Elect Director Nancy Nager --- For 1.6 Elect Director Douglas W. Scott --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 35,463 1 Increase Authorized Common Stock For For 2 Approve Issuance of Stock in For For Connection with Merger Agreement 3 Increase Authorized Preferred Stock For Against In this case, management has stated that some of the shares may be used for antitakeover purposes, namely for the shareholders' rights plan, which was not approved by shareholders. Also, given that no shares of preferred stock are outstanding, we do not believe the increase is warranted. 4 Approve Omnibus Stock Plan For For 5 Allow Postponement or Adjournment For Against of Special Meeting 03/25/04 - A Coherent, Inc. *COHR* 192479103 02/06/04 9,576 1 Elect Directors For Split 1.1 Elect Director Bernard J. Couillaud --- Withhold We recommend a vote FOR the directors with the exception of insiders John R. Ambroseo and Bernard J. Couillaud, and affiliated outsiders Henry E. Gauthier and Robert J. Quillinan. We recommend shareholders WITHHOLD votes from John R. Ambroseo, Bernard J. Couillaud, Henry E. Gauthier, and Robert J. Quillinan for failure to establish a majority independent board and also from Henry E. Gauthier for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director Henry E. Gauthier --- Withhold 1.3 Elect Director John R. Ambroseo --- Withhold 1.4 Elect Director Charles W. Cantoni --- For 1.5 Elect Director John H. Hart --- For 1.6 Elect Director Robert J. Quillinan --- Withhold 1.7 Elect Director Lawrence Tomlinson --- For 1.8 Elect Director Frank P. Carrubba --- For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 03/12/04 - A Continental Airlines, Inc. 210795308 02/03/04 29,100 *CAL* 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 4 Retention of Rights Plan Agreement For Against The existing shareholders rights plan at the company does not contain the provisions that we consider as important to prevent rights plan's abuse. We therefore vote AGAINST this proposal. 5 Shareholder Imput on Poison Pill Against For Provision 6 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/02/04 - A Engineered Support Systems, 292866100 01/16/04 22,200 Inc. *EASI* 1 Elect Directors For Split 1.1 Elect Director William H.T. Bush --- For We recommend a vote FOR the directors with the exceptions of affiliated outsider Earl W. Wims, Ph.D. and independent outsider General Crosbie E. Saint. We recommend that shareholders WITHHOLD votes from General Crosbie E. Saint for poor attendance and Earl W. Wims, Ph.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Gerald E. Daniels --- For 1.3 Elect Director Ronald W. Davis --- For 1.4 Elect Director S. Lee Kling --- For 1.5 Elect Director General Crosbie E. Saint --- For 1.6 Elect Director Earl W. Wims, Ph.D. --- Withhold 2 Approve Stock Option Plan For For 3 Approve Stock Option Plan For For 02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 3,987 *FRK* 1 Elect Directors For For 02/04/04 - A/S Gildan Activewear, Inc. *GIL.A* 375916103 12/29/03 8,700 1 Elect Robert M. Baylis, Glenn J. For For Chamandy, H. Greg Chamandy, William H. Houston, Pierre Robitaille, Gerald H.B. Ross, Richard P. Strubel and Edwin B. Tisch as Directors 2 Amend Articles Re: Shareholder For For meetings and Registered office Location 3 Amend Bylaw One For For 4 Amend Stock Option Plan to Change For For the Name of the Plan and Allow the Board to Grant Restricted Share Units under the Plan 5 Appoint KPMG LLP as Auditors For For 01/28/04 - A Hutchinson Technology 448407106 12/04/03 18,000 Incorporated *HTCH* 1 Elect Directors For Split 1.1 Elect Director W. Thomas Brunberg --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders Richard B. Solum, R. Frederick McCoy, Jr., Russell Huffer, and W. Thomas Brunberg. We recommend that shareholders WITHHOLD votes from R. Frederick McCoy, Jr. for poor attendance and Audit Committee members Richard B. Solum, Russell Huffer, and W. Thomas Brunberg for paying excessive non-audit fees. 1.2 Elect Director Archibald Cox, Jr. --- For 1.3 Elect Director Wayne M. Fortun --- For 1.4 Elect Director Jeffrey W. Green --- For 1.5 Elect Director Russell Huffer --- Withhold 1.6 Elect Director R. Frederick McCoy, Jr. --- Withhold 1.7 Elect Director William T. Monahan --- For 1.8 Elect Director Richard B. Solum --- Withhold 2 Ratify Auditors For Against 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 4,800 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 17,250 1 Elect Directors For For 1.1 Elect Director Richard J. Dumler --- For We recommend a vote FOR the directors. 1.2 Elect Director Samuel Rubinovitz --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/18/04 - A Martek Biosciences Corp. *MATK* 572901106 01/23/04 4,973 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 03/18/04 - A Maximus Inc. *MMS* 577933104 01/09/04 10,715 1 Elect Directors For Split 1.1 Elect Director Paul R. Lederer --- For We recommend a vote FOR the directors with the exception of James R. Thompson, Jr. We recommend that shareholders WITHHOLD votes from James R. Thompson, Jr. for poor attendance, for standing as an affiliated outsider on the Compensation and Nominating committees, and for sitting on more than six boards. 1.2 Elect Director Peter B. Pond --- For 1.3 Elect Director James R. Thompson, Jr. --- Withhold 2 Amend Employee Stock Purchase Plan For For 02/25/04 - A Microsemi Corp. *MSCC* 595137100 01/09/04 5,535 1 Elect Directors For Split 1.1 Elect Director James J. Peterson --- For 1.2 Elect Director Nick E. Yocca --- Withhold 1.3 Elect Director Thomas R. Anderson --- For 1.4 Elect Director Dennis R. Leibel --- For 1.5 Elect Director William E. Bendush --- For 1.6 Elect Director William L. Healey --- For 1.7 Elect Director Harold A. Blonquist --- For 03/05/04 - A NetScreen Technologies, Inc. 64117V107 01/15/04 19,500 *NSCN* 1 Elect Directors For For 2 Ratify Auditors For For 03/17/04 - A OSI Pharmaceuticals, Inc. 671040103 01/21/04 12,339 *OSIP* 1 Elect Directors For Split 1.1 Elect Director Robert A. Ingram --- For 1.2 Elect Director Colin Goddard, Ph.D. --- For 1.3 Elect Director Edwin A. Gee, Ph.D. --- Withhold 1.4 Elect Director Michael Atieh --- For 1.5 Elect Director G. Morgan Browne --- For 1.6 Elect Director Daryl K. Granner, M.D. --- For 1.7 Elect Director Walter M Lovenberg, Phd --- For 1.8 Elect Director Viren Mehta --- For 1.9 Elect Director Sir Mark Richmond, Phd --- For 1.10 Elect Director John P. White --- Withhold 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 01/26/04 - A Photon Dynamics, Inc. *PHTN* 719364101 12/10/03 10,502 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 03/24/04 - A Photronics, Inc. *PLAB* 719405102 02/12/04 100 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 11,100 *PNY* A.1 Elect Director Jerry W. Amos For For A.2 Elect Director D. Hayes Clement For For A.3 Elect Director Thomas E. Skains For For A.4 Elect Director Frank B. Holding, Jr. For For A.5 Elect Director David E. Shi For For B Ratify Auditors For For C Approve/Amend Executive Incentive For For Bonus Plan 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 19,299 1 Elect Directors For For 2 Ratify Auditors For For 01/30/04 - S Radiant Systems, Inc. *RADS* 75025N102 11/28/03 25,800 1 Approve Spin-Off Agreement For For 03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 18,705 1 Elect Directors For For 1.1 Elect Director Kevin L. Beebe --- For 1.2 Elect Director Timothy R. Furey --- For 1.3 Elect Director David J. Mclachlan --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 01/21/04 - A Sonic Corp. *SONC* 835451105 11/28/03 25,450 1 Elect Directors For For 2 Other Business For Against 01/12/04 - A Starcraft Corp. *STCR* 855269106 11/28/03 10,300 1 Elect Directors For Split 1.1 Elect Director G. Raymond Stults --- Withhold WITHHOLD votes from G. Raymond Stults for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish an independent nominating committee. 1.2 Elect Director David L. Stewart --- For 2 Issue Shares in Connection with an For For Acquisition 3 Amend Omnibus Stock Plan For Against 4 Increase Authorized Common Stock For For 5 Ratify Auditors For For 01/26/04 - A Surmodics, Inc. *SRDX* 868873100 12/12/03 12,100 1 Fix Number of Directors For For 2 Elect Directors For For 02/25/04 - A The Advisory Board Co *ABCO* 00762W107 12/29/03 7,798 1 Elect Directors For For 2 Ratify Auditors For For 03/17/04 - S Trident Microsystems, Inc. 895919108 02/04/04 10,525 *TRID* 1 Increase Authorized Common Stock For For 01/15/04 - A Tweeter Home Entertainment 901167106 12/17/03 96 Group, Inc. *TWTR* 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Approve Issuance of Warrants For For 4 Ratify Auditors For For 02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 13,700 1 Elect Directors For For 1.1 Elect Director John G. McDonald --- For 1.2 Elect Director Wayne R. Moon --- For 2 Approve/Amend Executive Incentive For For Bonus Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 7,300 Associates, Inc. *VSEA* 1 Elect Directors For For 1.1 Elect Director Robert W. Dutton --- For We recommend a vote FOR the directors. 2 Amend Omnibus Stock Plan For For The cost associated with the proposed 100,000 shares of performance units, performance shares, and/or restricted stock is included in the calculations below. As such, because the total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For The total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent. 4 Ratify Auditors For For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB OPPORTUNITY GROWTH FUND (MERGED INTO THRIVENT MID CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 8,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 28,200 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Advanced Neuromodulation 00757T101 04/09/04 2,813 Systems, Inc. *ANSI* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 75,000,000 shares, is above the allowable threshold of 46,250,000 shares. 3 Approve Omnibus Stock Plan For For Mgmt 05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 17,032 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan The total cost of the company's plans of 24.50 percent is above the allowable cap for this company of 19.88 percent. 3 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 23.63 percent is above the allowable cap for this company of 19.88 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Equity grants including stock options and restricted stock to top five named 4 Ratify Auditors For For Mgmt 06/08/04 - A Affiliated Managers Group, 008252108 04/21/04 700 Inc. *AMG* 1 Elect Directors For Split Mgmt 1.1 Elect Director William J. Nutt --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard E. Floor. We recommend that shareholders WITHHOLD votes from Richard E. Floor for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Sean M. Healey --- For 1.3 Elect Director Richard E. Floor --- Withhold 1.4 Elect Director Stephen J. Lockwood --- For 1.5 Elect Director Harold J. Meyerman --- For 1.6 Elect Director Robert C. Puff, Jr. --- For 1.7 Elect Director Dr. Rita M. Rodriguez --- For 06/10/04 - A Affymetrix Inc. *AFFX* 00826T108 04/16/04 7,978 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen P.A. Fodor, Ph.D. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Stephen P.A. Fodor, Ph.D. and Susan E. Siegel, and affiliated outsiders David B. Singer and John D. Diekman, Ph.D. We recommend that shareholders WITHHOLD votes from John D. Diekman, Ph.D. for standing as an affiliated outsider on the Audit and Nominating & Corporate Governance committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from David B. Singer for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. Finally, we recommend that shareholders WITHHOLD votes from Stephen P.A. Fodor, Ph.D. and Susan E. Siegel for failure to establish a majority independent board. 1.2 Elect Director Paul Berg, Ph.D. --- For 1.3 Elect Director John D. Diekman, Ph.D. --- Withhold 1.4 Elect Director Vernon R. Loucks, Jr. --- For 1.5 Elect Director Susan E. Siegel --- Withhold 1.6 Elect Director David B. Singer --- Withhold 1.7 Elect Director John A. Young --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.12 percent is above the allowable cap for this company of 12.44 percent. 3 Ratify Auditors For For Mgmt 05/25/04 - A Akamai Technologies, Inc. 00971T101 03/31/04 15,750 *AKAM* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Alexander's, Inc. *ALX* 014752109 04/16/04 1,456 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael D. Fascitelli --- Withhold We recommend a vote FOR the directors with the exception of insider Michael D. Fascitelli. We recommend that shareholders WITHHOLD votes from Michael D. Fascitelli for failure to establish an independent nominating committee. 1.2 Elect Director David Mandelbaum --- For 1.3 Elect Director Dr. Richard R. West --- For 2 Ratify Auditors For For Mgmt 05/12/04 - A Alexandria Real Estate 015271109 03/29/04 3,600 Equities, Inc. *ARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry M. Sudarsky --- Withhold We recommend a vote FOR the directors with the exception of Jerry M. Sudarsky. We recommend that shareholders WITHHOLD votes from Jerry M. Sudarsky for standing as an affiliated outsider on the Audit Committee and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Joel S. Marcus --- For 1.3 Elect Director James H. Richardson --- For 1.4 Elect Director Richard B. Jennings --- For 1.5 Elect Director Richard H. Klein --- For 1.6 Elect Director Anthony M. Solomon --- For 1.7 Elect Director Alan G. Walton --- For 1.8 Elect Director Richmond A. Wolf --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Align Technology, Inc. *ALGN* 016255101 03/22/04 38,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/04 - A American Eagle Outfitters, 02553E106 04/30/04 15,770 Inc. *AEOS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon P. Diamond --- Withhold We recommend that shareholders vote FOR Janice E. Page but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider James V. O'Donnell and affiliated outsider Jon P. Diamond for failure to establish a majority independent board. 1.2 Elect Director James V. O'Donnell --- Withhold 1.3 Elect Director Janice E. Page --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 3 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 05/06/04 - A American Medical Systems 02744M108 03/19/04 26,000 Holdings, Inc. *AMMD* 1 Elect Directors For For Mgmt 05/19/04 - A AMR Corp. *AMR* 001765106 03/22/04 10,017 1 Elect Directors For Split Mgmt 1.1 Elect Director Gerard J. Arpey --- For We recommend a vote FOR the directors with the exception of Philip J. Purcell, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director John W. Bachmann --- For 1.3 Elect Director David L. Boren --- For 1.4 Elect Director Edward A. Brennan --- For 1.5 Elect Director Armando M. Codina --- For 1.6 Elect Director Earl G. Graves --- For 1.7 Elect Director Ann McLaughlin Korologos --- For 1.8 Elect Director Michael A. Miles --- For 1.9 Elect Director Philip J. Purcell --- Withhold 1.10 Elect Director Joe M. Rodgers --- For 1.11 Elect Director Judith Rodin, Ph.D. --- For 1.12 Elect Director Roger T. Staubach --- For 2 Ratify Auditors For For Mgmt 3 Affirm Nonpartisan Political Policy Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. We support this proposal and we commend the company for agreeing to implement this proposal. 05/26/04 - A ArthroCare Corp. *ARTC* 043136100 04/26/04 23,678 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 23.35 percent is above the allowable cap for this company of 16.65 percent. We also note that the named officers received approximately 54 percent of the total stock options and restricted stock granted in 2003. 4 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan The total cost of the company's plans of 20.60 percent is above the allowable cap for this company of 16.65 percent. 5 Ratify Auditors For For Mgmt 05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 13,300 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A August Technology Corporation 05106U105 03/04/04 14,800 *AUGT* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A Avid Technology, Inc. *AVID* 05367P100 03/31/04 11,148 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 18,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Bank of The Ozarks, Inc. 063904106 03/05/04 1,283 *OZRK* 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/27/04 - A Bright Horizons Family 109195107 04/01/04 9,807 Solutions, Inc. *BFAM* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 06/25/04 - A BriteSmile, Inc. *BSML* 110415205 04/16/04 18,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Anthony M. Pilaro --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry Thompson, Peter Schechter, R. Eric Montgomery and Anthony M. Pilaro, and insiders Bruce Fleming, John L. Reed and Dr. Julian Feneley. We recommend that shareholders WITHHOLD votes from Harry Thompson and Peter Schechter for standing as affiliated outsiders on the Compensation Committee, for failure to establish an independent nominating committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Bruce Fleming, R. Eric Montgomery, John L. Reed, Dr. Julian Feneley, and Anthony M. Pilaro for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director Bradford G. Peters --- For 1.3 Elect Director Peter Schechter --- Withhold 1.4 Elect Director Dr. Julian Feneley --- Withhold 1.5 Elect Director John L. Reed --- Withhold 1.6 Elect Director R. Eric Montgomery --- Withhold 1.7 Elect Director Harry Thompson --- Withhold 1.8 Elect Director Gerald Poch --- For 1.9 Elect Director L. Tim Pierce --- For 1.10 Elect Director Bruce Fleming --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/27/04 - A Brooks Automation, Inc. *BRKS* 114340102 03/05/04 28,299 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/05/04 - A Bruker Biosciences Corp. 116794108 04/02/04 56,198 *BRKR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank H. Laukien, Ph.D. --- Withhold We recommend a vote FOR the directors with the exception of insider Frank H. Laukien, Ph.D. We recommend that shareholders WITHHOLD votes from Frank H. Laukien, Ph.D. for failure to establish an independent nominating committee. 1.2 Elect Director M. Christopher Canavan, Jr. --- For 1.3 Elect Director Taylor J. Crouch --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Business Objects S.A. 12328X107 05/18/04 377 Meeting for Holders of ADRs 1 RE-AFFIRMATION OF THE PRICE-SETTING For For Mgmt CONDITIONS OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER THE 1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 2 TO INCREASE THE SHARE CAPITAL For For Mgmt THROUGH THE ISSUANCE OF UP TO 325,000 ORDINARY SHARES 3 TO INCREASE THE SHARE CAPITAL For For Mgmt THROUGH THE ISSUANCE UP TO 475,000 ORDINARY SHARES 4 TO INCREASE SHARE CAPITAL BY For Against Mgmt ISSUANCE OF 2,500,000 ORDINARY SHARES The plan does not contain some elements that we favor in a standard French executive stock option plan. The total number of shares reserved for the company's stock option plans exceeds our recommended guidelines for growth-oriented companies. Our guidelines provide that shares reserved for all share options plans may not exceed 10 percent of company's issued share capital. Finally, we believe that options for management should be used as incentives and not as alternate forms of compensation, and thus we disapprove of options being granted to management at a discount. Because we believe that options granted to management should serve solely as incentives, we do not recommend supporting this plan, which provides for option grants to management at a discount of up to 15 percent. 5 TO AMEND THE 2001 STOCK OPTION PLAN For Against Mgmt To keep with our vote recommendation under Item 4 above, we recommend shareholders to vote against this request as well. 6 TO ISSUE ORDINARY SHARES OR WITH For For Mgmt PREFERENTIAL SUBSCRIPTION RIGHTS 7 TO ISSUE ORDINARY SHARES WITHOUT For For Mgmt PREFERENTIAL SUBSCRIPTION RIGHTS 8 TO INCREASE THE SHARE CAPITAL OF For For Mgmt THE COMPANY BY INCORPORATION OF RESERVES, PROFITS OF PREMIUMS 9 TO INCREASE THE SHARE CAPITAL For Against Mgmt RESERVED FOR SUBSCRIPTION BY QUALIFIED INSTITUTIONAL BUYERS A potential capital increase of 22 percent of issued capital falls within the limit recommended by our guidelines for requests to issue capital without preemptive rights. Because we believe that approval of this request would provide the company with excessive discretion as to determine the beneficiaries of this capital increase, and because we do not support issuances without preemptive rights at a discount to market value, we recommend that shareholders do not support this proposal. 10 TO INCREASE THE SHARE CAPITAL For Against Mgmt RESERVED FOR SUBSCRIPTION BY PRESENT AND FUTURE MEMEBERS OF THE BOARD The potential dilution to result from this issuance represents a capital increase of 0.3 percent over currently issued share capital. While the dilution resulting from this particular issuance is low, when taking into account the number of shares reserved for the company's other option plans and warrants plans, the potential dilution exceeds 10 percent. Therefore, we recommend shareholders to vote against this request. 11 APPROVAL OF THE AMENDMENT OF THE For Against Mgmt ARTICLES OF ASSOCIATION OF THE COMPANY Because we do not support the new definition of related party transaction, and because we believe that having shareholders inform the company within five trading days of reaching a shareholding threshold of 5 percent instead of 15 days is a constraint on shareholders, we recommend a vote against this proposal. 12 APPROVAL OF THE AMENDMENT OF THE For Against Mgmt NINETEENTH PARAGRAPH OF THE ARTICLE 6 OF THE ARTICLES OF ASSOCIATION RELATING TO THE CANCELLATION OF WARRANTS Given the absence of additional details, we recommend shareholders to vote against this request. 13 POWERS TO CARRY OUT REGISTRATIONS For For Mgmt AND FORMALITIES 05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 22,256 *CHRW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Caliper Life Sciences Inc. 130872104 04/13/04 67,300 *CALP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 5,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 22,799 1 Elect Directors For For Mgmt 04/19/04 - A Cathay General Bancorp *CATY* 149150104 03/05/04 4,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Kelly L. Chan --- For We recommend a vote FOR Kelly L. Chan, but withhold votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Dunson K. Cheng for standing as an insider on the Compensation Committee and for failure to establish a majority independent board, Joseph C.H. Poon for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board, and Thomas C.T. Chiu for standing as an affiliated outsider on the Compensation Committee and for failure to establish a majority independent board. 1.2 Elect Director Dunson K. Cheng --- Withhold 1.3 Elect Director Th9omas C.T. Chiu --- Withhold 1.4 Elect Director Joseph C.H. Poon --- Withhold 06/10/04 - A Cell Genesys, Inc. *CEGE* 150921104 04/23/04 18,700 1 Elect Directors For For Mgmt 1.1 Elect Director Stephen A. Sherwin, M.D. --- For 1.2 Elect Director David W. Carter --- For 1.3 Elect Director Nancy M. Crowell --- For 1.4 Elect Director James M. Gower --- For 1.5 Elect Director John T. Potts, Jr., M.D. --- For 1.6 Elect Director Thomas E. Shenk, Ph.D. --- For 1.7 Elect Director Eugene L. Step --- For 1.8 Elect Director Inder M. Verma, Ph.D. --- For 1.9 Elect Director Dennis L. Winger --- For 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/24/04 - A Ceradyne, Inc. *CRDN* 156710105 04/16/04 2,185 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/28/04 - A Cerner Corp. *CERN* 156782104 04/02/04 2,683 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 20.78 percent is above the allowable cap for this company of 16.74 percent. 3 Ratify Auditors For For Mgmt 04/14/04 - A Chattem, Inc. *CHTT* 162456107 02/20/04 2,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Bill W. Stacy --- For We recommend a vote FOR the directors with the exception of insider Zan Guerry. We recommend that shareholders WITHHOLD votes from insider Zan Guerry for failure to establish an independent nominating committee. 1.2 Elect Director Zan Guerry --- Withhold 2 Ratify Auditors For For Mgmt 05/17/04 - A Chemed Corp *CHE* 778787101 03/19/04 14,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward L. Hutton --- Withhold We recommend a vote FOR the directors with the exception of insiders Timothy S. O'Toole, Thomas C. Hutton, Kevin J. McNamara, Edward L. Hutton and affiliated outsiders George J. Walsh III and Sandra E. Laney. We recommend that shareholders WITHHOLD votes from Timothy S. O'Toole, Thomas C. Hutton, Kevin J. McNamara, Edward L. Hutton and Sandra E. Laney for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from George J. Walsh III for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director Kevin J. McNamara --- Withhold 1.3 Elect Director Donald Breen --- For 1.4 Elect Director Charles H. Erhart, Jr. --- For 1.5 Elect Director Joel F. Gemunder --- For 1.6 Elect Director Patrick P. Grace --- For 1.7 Elect Director Thomas C. Hutton --- Withhold 1.8 Elect Director Sandra E. Laney --- Withhold 1.9 Elect Director Timothy S. O'Toole --- Withhold 1.10 Elect Director Donald E. Saunders --- For 1.11 Elect Director George J. Walsh III --- Withhold 1.12 Elect Director Frank E. Wood --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 5 Change Company Name For For Mgmt 06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 11,010 1 Elect Directors For Split Mgmt 1.1 Elect Director Helene B. Gralnick --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Scott A. Edmonds and Helene B. Granick. We recommend that shareholders WITHHOLD votes from Scott A. Edmonds and Helene B. Granick for failure to establish a majority independent board. 1.2 Elect Director Verna K. Gibson --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director Scott A. Edmonds --- Withhold 2 Change Range for Size of the Board For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 11,700 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A Coca-Cola Bottling Co. 191098102 03/15/04 7,200 Consolidated *COKE* 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Frank Harrison III --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider Carl Ware and insiders William B. Elmore and J. Frank Harrison III. We recommend that shareholders WITHHOLD votes from Carl Ware for poor attendance, and from William B. Elmore and J. Frank Harrison III for standing as insiders on the Nominating Committee. 1.2 Elect Director H.W. Mckay Belk --- For 1.3 Elect Director Sharon A. Decker --- For 1.4 Elect Director William B. Elmore --- Withhold 1.5 Elect Director James E. Harris --- For 1.6 Elect Director Deborah S. Harrison --- For 1.7 Elect Director Ned R. Mcwherter --- For 1.8 Elect Director John W. Murrey, III --- For 1.9 Elect Director Carl Ware --- Withhold 1.10 Elect Director Dennis A. Wicker --- For 04/22/04 - S Cognex Corp. *CGNX* 192422103 03/10/04 2,149 1 Elect Directors For For Mgmt 05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 18,400 Corp. *CTSH* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Common Stock 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.89 percent is above the allowable cap for this company of 12.74 percent. 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/13/04 - A Columbia Sportswear Co. *COLM* 198516106 03/15/04 9,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/19/04 - A Commonwealth Telephone 203349105 03/31/04 10,381 Enterprises, Inc. *CTCO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 16,000 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 06/09/04 - A CoStar Group, Inc. *CSGP* 22160N109 04/16/04 4,033 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael R. Klein --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider David Bonderman and affiliated outsider Michael R. Klein. We recommend that shareholders WITHHOLD votes from David Bonderman for poor attendance and from Michael R. Klein for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Andrew C. Florance --- For 1.3 Elect Director David Bonderman --- Withhold 1.4 Elect Director Warren H. Haber --- For 1.5 Elect Director Josiah O. Low, III --- For 1.6 Elect Director Christopher J. Nassetta --- For 1.7 Elect Director Catherine B. Reynolds --- For 2 Ratify Auditors For For Mgmt 04/29/04 - A Covance Inc. *CVD* 222816100 03/10/04 8,714 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Robert M. Baylis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Irwin Lerner and Robert M. Baylis for failure to implement the board declassification proposal. 1.2 Elect Director Irwin Lerner --- Withhold 2 Declassify the Board of Directors Against Against ShrHoldr 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/06/04 - A CTI Molecular Imaging, Inc. 22943D105 03/02/04 961 *CTMI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Wolf-Ekkehard Blanz --- Withhold We recommend a vote FOR the directors with the exceptions of Michael E. Phelps and Wolf-Ekkehard Blanz. We recommend that shareholders WITHHOLD votes from Michael E. Phelps and Wolf-Ekkehard Blanz for failure to establish an independent nominating committee. 1.2 Elect Director Hamilton Jordan --- For 1.3 Elect Director Michael E. Phelps --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 06/10/04 - A Cubist Pharmaceuticals, Inc. 229678107 04/12/04 10,233 *CBST* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 04/30/04 - A Cumulus Media Inc. *CMLS* 231082108 03/12/04 24,648 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 7,147 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Charles J. Abbe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members and independent outsiders Edward H. Braun for poor attendance, for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Charles J. Abbe for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and Michael R. Gaulke for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. From Peter J. Simone for standing as an affiliated outsider on the Nominating Committee, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. Lastly from insider Robert P. Akins, affiliated outsider William G. Oldham, independent outsiders Young K. Sohn, and Jon D. Tompkins for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert P. Akins --- Withhold 1.3 Elect Director Edward H. Braun --- Withhold 1.4 Elect Director Michael R. Gaulke --- Withhold 1.5 Elect Director William G. Oldham --- Withhold 1.6 Elect Director Peter J. Simone --- Withhold 1.7 Elect Director Young K. Sohn --- Withhold 1.8 Elect Director Jon D. Tompkins --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For Against Mgmt In this case, 66.87 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 35,958 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/24/04 - A DaVita Inc. *DVA* 23918K108 04/19/04 18,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Nancy-Ann Deparle --- For We recommend a vote FOR the directors with the exception of independent outsider C. Raymond Larkin, Jr. We recommend that shareholders WITHHOLD votes from C. Raymond Larkin, Jr., for poor attendance. 1.2 Elect Director Richard B. Fontaine --- For 1.3 Elect Director Peter T. Grauer --- For 1.4 Elect Director Michele J. Hooper --- For 1.5 Elect Director C. Raymond Larkin, Jr. --- Withhold 1.6 Elect Director John M. Nehra --- For 1.7 Elect Director William L. Roper --- For 1.8 Elect Director Kent J. Thiry --- For 05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 22,946 *DRTE* 1 Elect Directors For Split Mgmt 1.1 Elect Director John E. Bailye --- For We recommend a vote FOR the directors with the exception of Patrick J. Zenner. We recommend that shareholders WITHHOLD votes from Patrick J. Zenner for sitting on more than six boards. 1.2 Elect Director John A. Fazio --- For 1.3 Elect Director Bernard M. Goldsmith --- For 1.4 Elect Director Edward J. Kfoury --- For 1.5 Elect Director Paul A. Margolis --- For 1.6 Elect Director John H. Martinson --- For 1.7 Elect Director Terence H. Osborne --- For 1.8 Elect Director Patrick J. Zenner --- Withhold 05/24/04 - A Digital River, Inc. *DRIV* 25388B104 03/29/04 23,958 1 Elect Directors For Split Mgmt 1.1 Elect Director Joel A. Ronning --- For We recommend a vote FOR the directors with the exception of affiliated outsider Perry W. Steiner. We recommend that shareholders WITHHOLD votes from Perry W. Steiner for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Perry W. Steiner --- Withhold 1.3 Elect Director J. Paul Thorin --- For 2 Amend Stock Option Plan For Against Mgmt We evaluate proposed amendments that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of the company's plans of 21.51 percent is above the allowable cap for this company of 12.79 percent. 3 Amend Stock Option Plan For Against Mgmt We evaluate proposed amendments that expand the types of awards availabe for grant and that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of the company's plans of 21.51 percent is above the allowable cap for this company of 12.79 percent. 4 Ratify Auditors For For Mgmt 04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 15,029 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Increase Authorized Preferred Stock For Against Mgmt The requested increase of 30,000,000 shares, is above the allowable threshold of 22,000,000 shares. 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/04/04 - A DSP Group, Inc. *DSPG* 23332B106 03/10/04 13,701 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A East West Bancorp, Inc. *EWBC* 27579R104 03/26/04 3,375 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Embarcadero Technologies, Inc. 290787100 04/27/04 26,998 *EMBT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/30/04 - A Emmis Communications Corp. 291525103 04/23/04 10,300 *EMMS* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jeffrey H. Smulyan --- Withhold We recommend shareholders WITHHOLD votes from all of the nominees. We recommend shareholders withhold votes from insiders Jeffrey H. Smulyan and Walter Z. Berger and from affiliated outsider Greg A. Nathanson for failure to establish a majority independent board of directors. 1.2 Elect Director Walter Z. Berger --- Withhold 1.3 Elect Director Greg A. Nathanson --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/10/04 - A EMS Technologies, Inc. *ELMG* 26873N108 03/15/04 11,500 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Hermann Buerger --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Hermann Buerger, Robert P. Crozer, John P. Frazee, Jr., John R. Kreick, John B. Mowell, Norman E. Thagard, John L. Woodward, Jr. and insider Alfred G. Hansen for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert P. Crozer --- Withhold 1.3 Elect Director John P. Frazee, Jr. --- Withhold 1.4 Elect Director Alfred G. Hansen --- Withhold 1.5 Elect Director John R. Kreick --- Withhold 1.6 Elect Director John B. Mowell --- Withhold 1.7 Elect Director Norman E. Thagard --- Withhold 1.8 Elect Director John L. Woodward, Jr. --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 05/26/04 - A Epix Medical, Inc. *EPIX* 26881Q101 03/31/04 29,900 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Change Company Name For For Mgmt 4 Ratify Auditors For For Mgmt 06/03/04 - A Equinix, Inc. *EQIX* 29444U502 04/21/04 1,821 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary Hromadko --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Michelangelo Volpi and Scott Kriens. We recommend that shareholders WITHHOLD votes from Michelangelo Volpi and Scott Kriens for poor attendance. 1.2 Elect Director Scott Kriens --- Withhold 1.3 Elect Director Andrew Rachleff --- For 1.4 Elect Director Dennis Raney --- For 1.5 Elect Director Peter Van Camp --- For 1.6 Elect Director Michelangelo Volpi --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 05/11/04 - A FARO Technologies, Inc. *FARO* 311642102 03/17/04 10,832 1 Elect Directors For For Mgmt 1.1 Elect Director Norman Schipper, Q.C. --- For 1.2 Elect Director John Caldwell --- For 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.71 percent is above the allowable cap for this company of 12.04 percent. 05/20/04 - A FEI Company *FEIC* 30241L109 03/22/04 2,315 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/27/04 - A First Financial Bankshares, 32020R109 03/15/04 16,361 Inc. (TX) *FFIN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/07/04 - A First Horizon Pharmaceutical 32051K106 04/02/04 16,955 *FHRX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick P. Fourteau --- For We recommend a vote FOR Patrick P. Fourteau, but WITHHOLD votes from independent outsider Jon S. Saxe for sitting on more than six boards. 1.2 Elect Director Jon S. Saxe --- Withhold 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 16.95 percent is above the allowable cap for this company of 12.99 percent. 04/21/04 - A FLIR Systems, Inc. *FLIR* 302445101 03/03/04 9,564 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/18/04 - A Forward Air Corporation *FWRD* 349853101 03/10/04 34,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Compensation Arrangement For For Mgmt for Non-Employee Director 06/01/04 - A Foundry Networks, Inc. *FDRY* 35063R100 04/09/04 37,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Bobby R. Johnson, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider J. Steven Young. We recommend that shareholders WITHHOLD votes from J. Steven Young for poor attendance. 1.2 Elect Director Andrew K. Ludwick --- For 1.3 Elect Director Alfred J. Amoroso --- For 1.4 Elect Director C. Nicholas Keating, Jr. --- For 1.5 Elect Director J. Steven Young --- Withhold 1.6 Elect Director Alan L. Earhart --- For 2 Ratify Auditors For For Mgmt 06/03/04 - A Gemstar - TV Guide 36866W106 04/09/04 40,694 International, Inc. *GMST* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Gen-Probe, Inc. *GPRO* 36866T103 04/15/04 2,871 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 06/23/04 - A Genesco Inc. *GCO* 371532102 04/20/04 9,912 1 Elect Directors For For Mgmt 05/12/04 - A Genesee & Wyoming Inc. *GWR* 371559105 03/29/04 10,799 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 6,142 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/17/04 - A Getty Images, Inc. *GYI* 374276103 03/19/04 18,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Greater Bay Bancorp *GBBK* 391648102 03/31/04 709 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Declassify the Board of Directors Against Against Mgmt 6 Declassify the Board of Directors Against Against ShrHoldr 04/28/04 - A Helix Technology Corp. *HELX* 423319102 03/08/04 13,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Gideon Argov --- For We recommend a vote FOR the directors with the exception of affiliated outsider Frank Gabron. We recommend that shareholders WITHHOLD votes from Frank Gabron for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Frank Gabron --- Withhold 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Robert J. Lepofsky --- For 1.5 Elect Director Marvin G. Schorr --- For 1.6 Elect Director Alfred Woollacott, III --- For 1.7 Elect Director Mark S. Wrighton --- For 2 Amend Omnibus Stock Plan For For Mgmt 06/02/04 - A Hibbett Sporting Goods, Inc. 428565105 04/05/04 16,360 *HIBB* 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/20/04 - A Hughes Supply, Inc. *HUG* 444482103 03/26/04 10,200 1 Elect Directors For For Mgmt 1.1 Elect Director John D. Baker II --- For 1.2 Elect Director Dale E. Jones --- For 1.3 Elect Director William P. Kennedy --- For 1.4 Elect Director Patrick J. Knipe --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Hydril Company *HYDL* 448774109 03/23/04 22,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Kenneth S. McCormick --- For We recommend a vote FOR Kenneth S. McCormick but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from independent outsider Lew O. Ward for poor attendance, and from insider Christopher T. Seaver for failure to establish an independent nominating committee. 1.2 Elect Director Christopher T. Seaver --- Withhold 1.3 Elect Director Lew O. Ward --- Withhold 2 Ratify Auditors For For Mgmt 04/28/04 - A IBERIABANK Corp. *IBKC* 450828108 03/16/04 6,100 1 Elect Directors For For Mgmt 1.1 Elect Director Elaine D. Abell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Larrey G. Mouton. We recommend that shareholders WITHHOLD votes from Larrey G. Mouton for failure to establish an independent nominating committee. 1.2 Elect Director William H. Fenstermaker --- For 1.3 Elect Director Larrey G. Mouton --- For 1.4 Elect Director O. Miles Pollard --- For 2 Ratify Auditors For For Mgmt 05/27/04 - A Inamed Corp. *IMDC* 453235103 04/12/04 4,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas L. Teti --- For We recommend a vote FOR the directors with the exception of affiliated outsider Malcolm R. Currie, Ph.D.. We recommend that shareholders WITHHOLD votes from Malcolm R. Currie, Ph.D. for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director James E. Bolin --- For 1.3 Elect Director Malcolm R. Currie, Ph.D. --- Withhold 1.4 Elect Director John C. Miles II --- For 1.5 Elect Director Mitchell S. Rosenthal, M.D. --- For 1.6 Elect Director Joy A. Amundson --- For 1.7 Elect Director Terry E. Vandewarker --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Restricted Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/29/04 - A Insight Enterprises, Inc. 45765U103 03/04/04 46,300 *NSIT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Inspire Pharmaceuticals *ISPH* 457733103 04/12/04 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Christy L. Shaffer --- Withhold We recommend a vote FOR Richard Kent, but WITHHOLD votes from insider Christy L. Shaffer. We recommend that shareholders WITHHOLD votes from Christy L. Shaffer for standing as an insider on the Nominating Committee. 1.2 Elect Director Richard Kent --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 13.10 percent is within the allowable cap for this company of 13.84 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 05/17/04 - A Integra LifeSciences Holdings 457985208 04/05/04 9,781 Corp. *IART* 1 Elect Directors For Split Mgmt 1.1 Elect Director David C. Auth --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard E. Caruso. We recommend that shareholders WITHHOLD votes from Richard E. Caruso for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Keith Bradley --- For 1.3 Elect Director Richard E. Caruso --- Withhold 1.4 Elect Director Stuart M. Essig --- For 1.5 Elect Director Neal Moszkowski --- For 1.6 Elect Director James M. Sullivan --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Intermune Inc. *ITMN* 45884X103 04/07/04 2,534 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Ratify Auditors For For Mgmt 06/10/04 - A Intrabiotics Pharmaceutical 46116T506 04/26/04 11,236 *IBPI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jack S. Remington --- Withhold We recommend that shareholders vote FOR Kevin C. Tang, but WITHHOLD votes from independent outsider Jack S. Remington, M.D. We recommend that shareholders WITHHOLD votes from Jack S. Remington, M.D. for poor attendance. 1.2 Elect Director Kevin C. Tang --- For 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 56.04 percent is above the allowable cap for this company of 16.72 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A Inverness Medical Innovations 46126P106 04/01/04 4,436 Inc *IMA* 1 Elect Directors For For Mgmt 05/05/04 - A Investment Technology Group, 46145F105 03/08/04 13,767 Inc. *ITG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/13/04 - A Investors Financial Services 461915100 02/20/04 7,308 Corp. *IFIN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Iron Mountain Inc. *IRM* 462846106 04/05/04 5,122 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 12,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 5,900 *ESI* 1 Elect Directors For For Mgmt 1.1 Elect Director Rene R. Champagne --- For 1.2 Elect Director John F. Cozzi --- For 1.3 Elect Director James D. Fowler, Jr. --- For 1.4 Elect Director Harris N. Miller --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares, is above the allowable threshold of 187,500,000 shares. 04/28/04 - A J2 Global Communications, Inc. 46626E205 03/15/04 1,158 *JCOM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas Y. Bech --- For 1.2 Elect Director Robert J. Cresci --- For 1.3 Elect Director John F. Rieley --- Withhold 1.4 Elect Director Richard S. Ressler --- Withhold 1.5 Elect Director Michael P. Schulhof --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/11/04 - A Jarden Corp. *JAH* 471109108 04/08/04 15,049 1 Elect Directors For For Mgmt 1.1 Elect Director Ian G.H. Ashken --- For 1.2 Elect Director Richard L. Molen --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/04 - A JDA Software Group, Inc. 46612K108 03/31/04 18,298 *JDAS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Kindred Healthcare, Inc. 494580103 03/25/04 3,300 *KIND* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 06/16/04 - A KYPHON INC *KYPH* 501577100 04/20/04 20,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 4,000 1 Elect Directors For For Mgmt 2 Amend Articles to Extend Provisions For For Mgmt that Restrict Accumulation of 5% Common Stock 3 Ratify Auditors For For Mgmt 05/26/04 - A Lexar Media, Inc. *LEXR* 52886P104 03/29/04 6,163 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Lexicon Genetics, Inc. *LEXG* 528872104 03/30/04 45,400 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Robert J. Lefkowitz, M.D. --- Withhold We recommend that shareholders WITHHOLD votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Robert J. Lefkowitz, M.D. for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board, and from affiliated outsider Alan S. Nies, M.D. for failure to establish a majority independent board. 1.2 Elect Director Alan S. Nies, M.D. --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 1,710 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 13,787 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 06/24/04 - A Logitech International 541419107 05/18/04 11,900 Meeting for Holders of ADRs 1 APPROVAL OF THE ANNUAL REPORT, THE For For Mgmt CONSOLIDATED ACCOUNTS OF THE LOGITECH GROUP AND ACCOUNTS OF LOGITECH INTERNATIONAL SA FOR FISCAL YEAR 2004. REPORT OF THE STATUTORY AND GROUP AUDITORS 2 APPROPRIATION OF RETAINED EARNINGS For For Mgmt 3 AUTHORIZED INCREASE OF SHARE CAPITAL For For Mgmt 4 APPROVAL OF SHARE BUYBACK PROGRAM For For Mgmt 5 DISCHARGE OF THE BOARD OF DIRECTORS For For Mgmt 6 ELECTION TO THE BOARD OF DIRECTORS: For For Mgmt ELECTION OF MONIKA RIBAR 7 ELECTION TO THE BOARD OF DIRECTORS: For For Mgmt ELECTION OF SHIN ICHI OKAMOTO 8 ELECTION TO THE BOARD OF DIRECTORS: For For Mgmt RE-ELECTION OF GUERRINO DE LUCA 9 ELECTION TO THE BOARD OF DIRECTORS: For For Mgmt RE-ELECTION OF DANIEL BOREL 10 ELECTION OF AUDITORS For For Mgmt 05/03/04 - A Louisiana-Pacific Corp *LPX* 546347105 03/05/04 11,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Dustan E. McCoy --- For We recommend a vote FOR the directors with the exception of affiliated outsider Lee C. Simpson. We recommend that shareholders WITHHOLD votes from Lee C. Simpson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Lee C. Simpson --- Withhold 1.3 Elect Director Colin D. Watson --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Amend Executive Incentive Bonus Plan For For Mgmt 6 Ratify Auditors For For Mgmt 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 12,469 1 Elect Directors For Split Mgmt 1.1 Elect Director John O. Ryan --- Withhold We recommend a vote FOR the directors with the exception of insiders William A. Krepick and John O. Ryan, and affiliated outsiders Matt Christiano and Donna S. Birks. We recommend that shareholders WITHHOLD votes from William A. Krepick, John O. Ryan and Matt Christiano for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Donna S. Birks for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director William A. Krepick --- Withhold 1.3 Elect Director Matt Christiano --- Withhold 1.4 Elect Director Donna S. Birks --- Withhold 1.5 Elect Director William N. Stirlen --- For 1.6 Elect Director Thomas Wertheimer --- For 1.7 Elect Director Steven G. Blank --- For 2 Ratify Auditors For For Mgmt 05/21/04 - A Manhattan Associates, Inc. 562750109 03/31/04 12,218 *MANH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 21,697 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 8,800 1 Elect Directors For For Mgmt 05/27/04 - A Medicines Company (The) *MDCO* 584688105 04/16/04 15,488 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/27/04 - A Metrologic Instruments, Inc. 591676101 03/31/04 15,300 *MTLG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard C. Close --- For We recommend a vote FOR the directors with the exception of affiliated outsider William Rulon-Miller. We recommend that shareholders WITHHOLD votes from William Rulon-Miller for standing as an affiliated outsider on the Audit and Compensation committees, for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director John H. Mathias --- For 1.3 Elect Director William Rulon-Miller --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A MGI Pharma, Inc. *MOGN* 552880106 03/15/04 6,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Andrew J. Ferrara --- For We recommend a vote FOR the directors with the exception of independent outsider David B. Sharrock. We recommend that shareholders WITHHOLD votes from David B. Sharrock for poor attendance. 1.2 Elect Director Gilla Kaplan, Ph.D. --- For 1.3 Elect Director Edward W. Mehrer --- For 1.4 Elect Director Hugh E. Miller --- For 1.5 Elect Director Leon O. Moulder, Jr. --- For 1.6 Elect Director Lee J. Schroeder --- For 1.7 Elect Director David B. Sharrock --- Withhold 1.8 Elect Director Waneta C. Tuttle, Ph.D. --- For 1.9 Elect Director Arthur L. Weaver, M.D. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A MIM Corporation *MIMS* 553044108 04/02/04 30,642 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A MKS Instruments, Inc. *MKSI* 55306N104 03/26/04 11,115 1 Elect Directors For Split Mgmt 1.1 Elect Director James G. Berges --- For We recommend a vote FOR the directors with the exception of affiliated outsider Richard S. Chute. We recommend that shareholders WITHHOLD votes from Richard S. Chute for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Richard S. Chute --- Withhold 1.3 Elect Director Owen W. Robbins --- For 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 39.74 percent is above the allowable cap for this company of 19.69 percent. 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Amend Employee Stock Purchase Plan For For Mgmt 6 Ratify Auditors For For Mgmt 06/11/04 - A Nam Tai Electronics, Inc. 629865205 05/07/04 9,258 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 APPROVAL OF THE SELECTION DELOITTE For For Mgmt TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004. 04/21/04 - A Navigant Consulting Inc. *NCI* 63935N107 03/08/04 21,193 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - A Nektar Therapeutics *NKTR* 640268108 04/19/04 20,958 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Neurocrine Biosciences, Inc. 64125C109 04/01/04 8,543 *NBIX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A New York Community Bancorp, 649445103 03/29/04 11,934 Inc. *NYB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A NII Holdings, Inc. *NIHD* 62913F201 03/25/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven P. Dussek --- Withhold We recommend voting FOR Steven Shindler and withholding votes from Steven Dussek. We recommend that shareholders WITHHOLD votes from Steven P. Dussek for standing as an affiliated outsider on both the Audit and Compensation committees. 1.2 Elect Director Steven M. Shindler --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/18/04 - A Noven Pharmaceuticals, Inc. 670009109 04/07/04 17,500 *NOVN* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A NPS Pharmaceuticals, Inc. 62936P103 04/06/04 5,603 *NPSP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Santo J. Costa --- For We recommend a vote FOR the directors with the exception of affiliated outsider James G. Groninger. We recommend that shareholders WITHHOLD votes from James G. Groninger for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director John R. Evans --- For 1.3 Elect Director James G. Groninger --- Withhold 1.4 Elect Director Hunter Jackson --- For 1.5 Elect Director Joseph Klein III --- For 1.6 Elect Director Donald E. Kuhla --- For 1.7 Elect Director Thomas N. Parks --- For 1.8 Elect Director Calvin R. Stiller --- For 1.9 Elect Director Peter G. Tombros --- For 2 Ratify Auditors For For Mgmt 06/04/04 - A Oakley, Inc. *OO* 673662102 03/31/04 31,159 1 Elect Directors For Split Mgmt 1.1 Elect Director Jim Jannard --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Irene Miller and Abbott Brown. We recommend that shareholders WITHHOLD votes from Audit Committee members Irene Miller and Abbott Brown for paying excessive non-audit fees. 1.2 Elect Director Link Newcomb --- For 1.3 Elect Director Abbott Brown --- Withhold 1.4 Elect Director Lee Clow --- For 1.5 Elect Director Thomas Davin --- For 1.6 Elect Director Irene Miller --- Withhold 2 Ratify Auditors For Against Mgmt In this case, 66.68 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 05/06/04 - A Odyssey Healthcare, Inc. 67611V101 03/26/04 11,767 *ODSY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard R. Burnham --- Withhold We recommend a vote FOR Martin S. Rash, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insiders Richard R. Burnham and David C. Gasmire for failure to establish a majority independent board. 1.2 Elect Director David C. Gasmire --- Withhold 1.3 Elect Director Martin S. Rash --- For 2 Ratify Auditors For For Mgmt 06/23/04 - A ONYX Pharmaceuticals, Inc. 683399109 04/26/04 7,146 *ONXX* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 8.30 percent is within the allowable cap for this company of 13.27 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 8,400 *OHP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kent J. Thirty --- For We recommend a vote FOR Kent J. Thiry, but WITHHOLD votes from affiliated outsider Benjamin H. Safirstein, M.D. We recommend that shareholders WITHHOLD votes from Benjamin H. Safirstein, M.D. for poor attendance and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director B.H. Safirstein, M.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Divest from Tobacco Equities Against Against ShrHoldr Because of the lack of company investments in tobacco equities, restrictive format, and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 05/19/04 - A Pacific Sunwear of California, 694873100 04/05/04 21,026 Inc. *PSUN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Packeteer, Inc. *PKTR* 695210104 03/31/04 28,499 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Panera Bread Company *PNRA* 69840W108 04/06/04 4,743 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Papa John *PZZA* 698813102 03/26/04 9,744 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 10.86 percent is above the allowable cap for this company of 5.19 percent. 3 Ratify Auditors For For Mgmt 05/19/04 - A PEC Solutions, Inc. *PECS* 705107100 03/29/04 15,409 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A Pegasus Solutions *PEGS* 705906105 03/09/04 14,161 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Penn National Gaming, Inc. 707569109 04/02/04 17,100 *PENN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert P. Levy --- Withhold We recommend that shareholders vote FOR Barbara Z. Shattuck, but WITHHOLD votes from independent outsider Robert P. Levy. We recommend that shareholders WITHHOLD votes from Robert P. Levy for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Barbara Z. Shattuck --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Pharmaceutical Product 717124101 03/19/04 13,600 Development, Inc. *PPDI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stuart Bondurant, M.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider John A. McNeill, Jr. We recommend that shareholders WITHHOLD votes from John A. McNeill, Jr. for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Frederick Frank --- For 1.3 Elect Director Terry Magnuson, Ph.D. --- For 1.4 Elect Director Fredric N. Eshelman --- For 1.5 Elect Director David L. Grange --- For 1.6 Elect Director Ernest Mario, Ph.D. --- For 1.7 Elect Director Marye Anne Fox --- For 1.8 Elect Director Catherine M. Klema --- For 1.9 Elect Director John A. McNeill, Jr. --- Withhold 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/25/04 - A Pixelworks, Inc. *PXLW* 72581M107 03/26/04 18,837 1 Elect Directors For For Mgmt 1.1 Elect Director Allen H. Alley --- For 1.2 Elect Director Oliver D. Curme --- For 1.3 Elect Director C. Scott Gibson --- For 1.4 Elect Director Frank Gill --- For 1.5 Elect Director Steven J. Sharp --- For 2 Amend Articles For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For Against Mgmt Despite the reasonable offering period, we do not support this proposal because the proposed automatic share increases would cause excessive voting power dilution. 06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 16,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Betsy S. Atkins --- For We recommend a vote FOR the directors with the exception of William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards at the time of our analysis. 1.2 Elect Director John Seely Brown --- For 1.3 Elect Director Robert C. Hagerty --- For 1.4 Elect Director John A. Kelley, Jr. --- For 1.5 Elect Director Michael R. Kourey --- For 1.6 Elect Director Stanley J. Meresman --- For 1.7 Elect Director William A. Owens --- Withhold 1.8 Elect Director Durk I. Jager --- For 1.9 Elect Director Thomas G. Stemberg --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/03/04 - A Power Integrations, Inc. 739276103 04/12/04 1,556 *POWI* 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Scott Brown --- For We recommend a vote FOR R. Scott Brown but WITHHOLD votes from affiliated outsider Steven J. Sharp. We recommend that shareholders WITHHOLD votes from Steven J. Sharp for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Steven J. Sharp --- Withhold 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 24.72 percent is above the allowable cap for this company of 19.83 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 2,412 *PDE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Barbanell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ralph D. McBride. We recommend that shareholders WITHHOLD votes from Ralph D. McBride for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Paul A. Bragg --- For 1.3 Elect Director David A.B. Brown --- For 1.4 Elect Director J.C. Burton --- For 1.5 Elect Director Jorge E. Estrada --- For 1.6 Elect Director William E. Macaulay --- For 1.7 Elect Director Ralph D. Mcbride --- Withhold 1.8 Elect Director David B. Robson --- For 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/20/04 - A Prima Energy Corp. *PENG* 741901201 04/12/04 22,600 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/17/04 - A Priority Healthcare Corp. 74264T102 03/18/04 5,837 *PHCC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/19/04 - A Proassurance Corp *PRA* 74267C106 03/31/04 11,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/26/04 - A Proquest Company *PQE* 74346P102 03/31/04 19,785 1 Elect Directors For Split Mgmt 1.1 Elect Director David Bonderman --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider William J. White and insider David Bonderman. We recommend that shareholders WITHHOLD votes from William J. White for standing as an affiliated outsider on the Audit Committee and from David Bonderman for poor attendance and for sitting on more than six boards. 1.2 Elect Director David G. Brown --- For 1.3 Elect Director Alan W. Aldworth --- For 1.4 Elect Director William E. Oberndorf --- For 1.5 Elect Director James P. Roemer --- For 1.6 Elect Director Gary L. Roubos --- For 1.7 Elect Director Todd S. Nelson --- For 1.8 Elect Director Linda G. Roberts --- For 1.9 Elect Director William J. White --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Province Healthcare Co. *PRV* 743977100 03/23/04 27,037 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A QLT Inc. *QLT* 746927102 04/13/04 4,809 1 Approve Deloitte & Touche LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors 2 Fix Number of Directors at Eight For For Mgmt 3 Elect Directors For For Mgmt 05/18/04 - A RadiSys Corp. *RSYS* 750459109 03/22/04 2,842 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/17/04 - A Redback Networks, Inc. *RBAK* 757209507 03/24/04 45,177 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/04 - A Regeneration Technologies, 75886N100 03/24/04 11,950 Inc. *RTIX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Brian K. Hutchison --- For We recommend a vote FOR the directors with the exception of David J. Simpson. We recommend that shareholders WITHHOLD votes from David J. Simpson for standing as an affiliated outsider on the Audit Committee and David J. Simpson for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director David J. Simpson --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.63 percent is above the allowable cap for this company of 11.42 percent. 06/11/04 - A Regeneron Pharmaceuticals, 75886F107 04/16/04 15,663 Inc. *REGN* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Leonard S. Schleifer, M.D., Ph.D. --- Withhold We recommend that shareholders WITHHOLD votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Leonard S. Schleifer, M.D., Ph.D., George D. Yancopoulos, M.D., Ph.D., and affiliated outsider Eric M. Shooter, Ph.D., for failure to establish a majority independent board. 1.2 Elect Director Eric M. Shooter, Ph.D. --- Withhold 1.3 Elect Director George D. Yancopoulos, M.D., Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 21.07 percent is above the allowable cap for this company of 14.70 percent. Equity grants including stock options, restricted stock and other forms of long-term incentive awards to top five named executive officers were 25.02 percent of the total shares awarded in the current year. 06/03/04 - A SafeNet, Inc. *SFNT* 78645R107 05/06/04 3,882 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Salem Communications Corp. 794093104 04/16/04 13,100 (CA) *SALM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Stuart W. Epperson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Eric H. Halvorson. We recommend that shareholders WITHHOLD votes from Eric H. Halvorson for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Roland S. Hinz --- For 1.3 Elect Director Edward G. Atsinger III --- For 1.4 Elect Director Paul Pressler --- For 1.5 Elect Director Eric H. Halvorson --- Withhold 1.6 Elect Director Richard A. Riddle --- For 1.7 Elect Director Mr. Davenport+ --- For 1.8 Elect Director Mr. Hodel+ --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Sandisk Corp. *SNDK* 80004C101 03/30/04 16,347 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 11,250 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/10/04 - A Select Medical Corp. *SEM* 816196109 03/26/04 45,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/25/04 - A Serena Software, Inc. *SRNA* 817492101 05/14/04 11,713 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas D. Troxel --- For We recommend a vote FOR the directors with the exception of insider Mark E. Woodward. We recommend that shareholders WITHHOLD votes from Mark E. Woodward for standing as an insider on the Compensation Committee. 1.2 Elect Director Robert I. Pender, Jr. --- For 1.3 Elect Director J. Hallam Dawson --- For 1.4 Elect Director David G. DeWalt --- For 1.5 Elect Director Mark E. Woodward --- Withhold 1.6 Elect Director Carl Bass --- For 1.7 Elect Director Gregory J. Owens --- For 2 Ratify Auditors For For Mgmt 04/26/04 - A Sierra Wireless Inc. *SW.* 826516106 03/24/04 9,689 1 Elect Directors For For Mgmt 2 Appoint KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 04/21/04 - A Sigmatel Inc. *SGTL* 82661W107 03/17/04 14,188 1 Elect Directors For For Mgmt 2 Elect Director Robert T. Derby For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Silgan Holdings Inc. *SLGN* 827048109 04/16/04 13,800 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Philip Silver --- Withhold We recommend a vote FOR the directors with the exception of insider R. Philip Silver. We recommend that shareholders WITHHOLD votes from R. Philip Silver for failure to establish an independent nominating committee. 1.2 Elect Director William C. Jennings --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Silicon Laboratories, Inc. 826919102 03/01/04 5,197 *SLAB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Spinnaker Exploration Company 84855W109 03/12/04 13,900 *SKE* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 35,800 Co. *SM* 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt 05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 19,990 1 Elect Directors For Split Mgmt 1.1 Elect Director Lorenzo J. Fertitta --- Withhold We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Lorenzo J. Fertitta and affiliated outsider Blake L. Sartini for failure to establish a majority independent board. 1.2 Elect Director Blake L. Sartini --- Withhold 1.3 Elect Director James E. Nave, D.V.M. --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 16,549 1 Elect Directors For For Mgmt 1.1 Elect Director Jack W. Schuler --- For 1.2 Elect Director Mark C. Miller --- For 1.3 Elect Director John P. Connaughton --- For 1.4 Elect Director Rod F. Dammeyer --- For 1.5 Elect Director Patrick F. Graham --- For 1.6 Elect Director John Patience --- For 1.7 Elect Director Thomas R. Reusche --- For 1.8 Elect Director Peter Vardy --- For 1.9 Elect Director L. John Wilkerson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Report on Waste Incineration Against Against ShrHoldr In this case, we note that the company does not have a formal EHS report; however, it does specifically discuss the issue of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time. 05/20/04 - A Stone Energy Corp. *SGY* 861642106 03/25/04 5,179 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/12/04 - A Sunrise Senior Living Inc. 86768K106 03/16/04 7,740 *SRZ* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Craig R. Callen --- Withhold We recommend that shareholders WITHHOLD votes from all of the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Craig R. Callen and insider Paul J. Klaassen for failure to establish a majority independent board. 1.2 Elect Director Paul J. Klaassen --- Withhold 06/17/04 - A Take-Two Interactive Software, 874054109 05/12/04 5,166 Inc. *TTWO* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/14/04 - A Tekelec *TKLC* 879101103 03/22/04 13,444 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert V. Adams --- For We recommend a vote FOR Robert V. Adams, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Daniel L. Brenner for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board, Jon F. Rager for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Martin A. Kaplan for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Jean-Claude Asscher and insider Frederick M. Lax for failure to establish a majority independent board. 1.2 Elect Director Jean-Claude Asscher --- Withhold 1.3 Elect Director Daniel L. Brenner --- Withhold 1.4 Elect Director Martin A. Kaplan --- Withhold 1.5 Elect Director Frederick M. Lax --- Withhold 1.6 Elect Director Jon F. Rager --- Withhold 2 Amend Stock Option Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 22.08 percent is above the allowable cap for this company of 12.95 percent. 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.79 percent is above the allowable cap for this company of 12.95 percent. 4 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 16.79 percent is above the allowable cap for this company of 12.95 percent. 5 Ratify Auditors For For Mgmt 05/04/04 - A/S Telesystem International 879946606 03/17/04 31,400 Wireless Inc. *TIW.* 1 To Elect Daniel Cyr, Jacques A. For For Mgmt Drouin, Michael R. Hannon, C. Kent Jespersen, Jonathan Charles Carter-Meggs, Christian Salbaing and Charles Sirois as Directors 2 Ratify Ernst & Young LLP Auditors For For Mgmt 3 Approve Restricted Share Unit Plan For Against Mgmt The total cost of the company's plans of 7.13 percent is above the allowable cap for this company of 4.67 percent. We also oppose this plan because it would appear that non-employee directors participate in it on a discretionary basis. This is a practice which gives rise to the possibility of self-dealing by directors in equity-based compensation. This may result in compromised independence. 05/20/04 - A Teletech Holdings, Inc. *TTEC* 879939106 03/25/04 29,833 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt MacBride Principles Against Against ShrHoldr 05/18/04 - A Texas Capital Bancshares Inc 88224Q107 03/29/04 26,400 *TCBI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter B. Bartholow --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Ian J. Turpin, James Cleo Thompson, Jr., Lee Roy Mitchell, Frederick B. Hegi, Jr., and affiliated outsider James R. Erwin. We recommend that shareholders WITHHOLD votes from Ian J. Turpin, James Cleo Thompson, Jr., Lee Roy Mitchell, and Frederick B. Hegi, Jr. for poor attendance and James R. Erwin for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Leo Corrigan, III --- For 1.3 Elect Director James R. Erwin --- Withhold 1.4 Elect Director J. M. (jody) Grant --- For 1.5 Elect Director Frederick B. Hegi, Jr. --- Withhold 1.6 Elect Director James R. Holland, Jr. --- For 1.7 Elect Director George F. Jones, Jr. --- For 1.8 Elect Director Larry A. Makel --- For 1.9 Elect Director W.W. Mcallister III --- For 1.10 Elect Director Lee Roy Mitchell --- Withhold 1.11 Elect Director Steven P. Rosenberg --- For 1.12 Elect Director John C. Snyder --- For 1.13 Elect Director Robert W. Stallings --- For 1.14 Elect Director James C. Thompson, Jr. --- Withhold 1.15 Elect Director Ian J. Turpin --- Withhold 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 18,998 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 14,924 *CAKE* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Thomas L. Gregory --- Withhold We support the proposed corporate governance reforms that Culinary Union is advocating. While we note the positive steps the company took in forming a Corporate Governance Committee and in eliminating the slow-hand provision in its poison pill, it considers them as only partial response to shareholders' mandate on the governance issues. The company in its defense points out that the proposals did not receive 80 percent of the votes outstanding which is required to amend the company's bylaws on some of those proposals. However, the proposals did receive clear majority of the votes cast. In light of the majority support, we believe that the company should have taken additional steps to respond to shareholders' wishes. Our policy is to withhold votes from the director nominees if they ignore a shareholder proposal that was approved by a majority of the votes cast for two consecutive years. However, in this case, given that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance reforms which we support, and the company's minimal response to address shareholders' mandate of last year on multiple proposals, we recommend a WITHHOLD vote from Thomas Gregory. 2 Amend Stock Option Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 06/30/04 - A The Men's Wearhouse, Inc. *MW* 587118100 05/12/04 9,899 1 Elect Directors For Split Mgmt 1.1 Elect Director George Zimmer --- For We recommend a vote FOR the directors with the exception of Sheldon I. Stein. We recommend that shareholders WITHHOLD votes from Sheldon I. Stein for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- For 1.4 Elect Director Michael L. Ray, Ph.D. --- For 1.5 Elect Director Sheldon I. Stein --- Withhold 1.6 Elect Director Kathleen Mason --- For 1.7 Elect Director Deepak Chopra, M.D. --- For 1.8 Elect Director William B. Sechrest --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 6 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board A substantial majority independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of managment and that does not have an interest in the company that differs from the interests of other shareholders. 05/27/04 - A The Wet Seal, Inc. *WTSLA* 961840105 04/09/04 4,902 1 Elect Directors For Split Mgmt 1.1 Elect Director George H. Benter, Jr. --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Irving Teitelbaum, Alan Siegel, and Stephen Gross. We recommend that shareholders WITHHOLD votes from Irving Teitelbaum, Alan Siegel, and Stephen Gross for failure to establish an independent nominating committee. 1.2 Elect Director Barry J. Entous --- For 1.3 Elect Director Stephen Gross --- Withhold 1.4 Elect Director William F. Loeb --- For 1.5 Elect Director Wilfred Posluns --- For 1.6 Elect Director Alan Siegel --- Withhold 1.7 Elect Director Irving Teitelbaum --- Withhold 04/15/04 - A TIBCO Software, Inc. *TIBX* 88632Q103 02/18/04 66,399 1 Elect Directors For Split Mgmt 1.1 Elect Director Vivek Y. Ranadive --- For We recommend a vote FOR the directors with the exception of independent outsider William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards. 1.2 Elect Director Naren Gupta --- For 1.3 Elect Director Peter Job --- For 1.4 Elect Director William A. Owens --- Withhold 1.5 Elect Director Philip K. Wood --- For 1.6 Elect Director Eric Dunn --- For 2 Ratify Auditors For For Mgmt 06/03/04 - A Time Warner Telecom, Inc. 887319101 04/07/04 25,637 *TWTC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Larissa L. Herda --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Glenn A. Britt, Larissa L. Herda, Richard J. Davies, Spencer B. Hays and Robert D. Marcus, and affiliated outsider Robert J. Miron. We recommend that shareholders WITHHOLD votes from Glenn A. Britt for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Richard J. Davies, Spencer B. Hays and Robert D. Marcus for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Larissa L. Herda for standing as insider on the Nominating Committee and for failure to establish a majority independent board, and Robert J. Miron for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director Glenn A. Britt --- Withhold 1.3 Elect Director Richard J. Davies --- Withhold 1.4 Elect Director Spencer B. Hays --- Withhold 1.5 Elect Director Robert D. Marcus --- Withhold 1.6 Elect Director Robert J. Miron --- Withhold 1.7 Elect Director Anthony R. Muller --- For 1.8 Elect Director Theodore H. Schell --- For 1.9 Elect Director Mary Agnes Wilderotter --- For 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 13,672 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- For We recommend a vote FOR the directors with the exception of affiliated outsider Henry Groppe. We recommend that shareholders WITHHOLD votes from Henry Groppe for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Henry Groppe --- Withhold 1.3 Elect Director Edward W. LeBaron, Jr. --- For 1.4 Elect Director James D. Lightner --- For 1.5 Elect Director John C. Linehan --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director James B. Wallace --- For 1.8 Elect Director Robert H. Whilden, Jr. --- For 2 Increase Authorized Common Stock For For Mgmt 04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 9,934 1 Elect Directors For Split Mgmt 1.1 Elect Director James F. Wright --- For We recommend a vote FOR the directors with the exception of Gerard E. Jones. We recommend that shareholders WITHHOLD votes from Gerard E. Jones for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Gerard E. Jones --- Withhold 1.3 Elect Director Edna K. Morris --- For 2 Ratify Auditors For Against Mgmt One of the most important issues relating to auditors is the independence of the auditing process. The auditor's independence from the company being audited reduces the potential for abuse. Recently, many accounting firms have expanded their business to include broad-based consulting services. We believe that in some cases, such consulting services, when operated side by side with the accounting business, can lower auditor objectivity. More than 50% of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. We recommend a vote against this proposal. 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/18/04 - A Tuesday Morning Corp. *TUES* 899035505 03/19/04 3,603 1 Elect Directors For Split Mgmt 1.1 Elect Director Benjamin D. Chereskin --- For We recommend a vote FOR the directors with the exceptions of independent outsider Henry F. Frigon and insider Kathleen Mason. We recommend that shareholders WITHHOLD votes from Henry F. Frigon for poor attendance and Kathleen Mason for failure to establish an independent nominating committee. 1.2 Elect Director Kathleen Mason --- Withhold 1.3 Elect Director W. J. Hunckler, III --- For 1.4 Elect Director Robin P. Selati --- For 1.5 Elect Director Sally Frame Kasaks --- For 1.6 Elect Director Henry F. Frigon --- Withhold 1.7 Elect Director Giles H. Bateman --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/05/04 - A Unit Corporation *UNT* 909218109 03/08/04 15,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A United Online, Inc. *UNTD* 911268100 03/29/04 15,227 1 Elect Directors For For Mgmt 1.1 Elect Director Robert Berglass --- For 1.2 Elect Director Kenneth L. Coleman --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/16/04 - S Vimpel Communications Ao 68370R109 03/01/04 4,800 Meeting for Holders of ADRs 1 APPROVAL OF THE AMENDMENTS TO THE For For Mgmt CHARTER OF VIMPELCOM. 05/18/04 - A VistaCare, Inc. *VSTA* 92839Y109 04/02/04 8,899 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Wabash National Corp. *WNC* 929566107 04/01/04 97 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 06/24/04 - S Warner Chilcott PLC (formerly 363240102 05/27/04 7,500 Galen Holdings) Meeting for Holders of ADRs 1 THAT THE NAME OF THE COMPANY BE For For Mgmt CHANGED TO WARNER CHILCOTT PLC 2 THAT CLAUSE 1 OF THE MEMORANDUM OF For For Mgmt ASSOCIATION OF THE COMPANY BE DELETED AND THAT A NEW CLAUSE 1 WITH THE WORDING THE NAME OF THE COMPANY IS WARNER CHILCOTT PLC BE INSERTED IN SUBSTITUTION THEREFOR 05/19/04 - A Webex Communications, Inc. 94767L109 03/31/04 21,500 *WEBX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/04 - A Websense, Inc. *WBSN* 947684106 04/05/04 13,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/04 - A Westcorp, Inc *WES* 957907108 03/11/04 3,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Judith M. Bardwick --- For We recommend a vote FOR the directors with the exception of James R. Dowlan and Ernest S. Rady. We recommend shareholders WITHHOLD votes from James R. Dowlan for standing as an affiliated outsider on the Compensation Committee and from James R. Dowlan and Ernest S. Rady for failure to establish a majority independent board. 1.2 Elect Director James R. Dowlan --- Withhold 1.3 Elect Director Duane A. Nelles --- For 1.4 Elect Director Ernest S. Rady --- Withhold 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Declassify the Board of Directors For Against Mgmt 4 Ratify Auditors For For Mgmt 04/26/04 - A WFS Financial Inc. *WFSI* 92923B106 03/11/04 6,904 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt 05/10/04 - A William Lyon Homes *WLS* 552074106 03/19/04 500 1 Elect Directors For Split Mgmt 1.1 Elect Director William Lyon --- For We recommend a vote FOR the directors with the exception of insider Richard E. Frankel. We recommend that shareholders WITHHOLD votes from Richard E. Frankel for poor attendance. 1.2 Elect Director Wade H. Cable --- For 1.3 Elect Director James E. Dalton --- For 1.4 Elect Director Richard E. Frankel --- Withhold 1.5 Elect Director William H. Lyon --- For 1.6 Elect Director William H. McFarland --- For 1.7 Elect Director Alex Meruelo --- For 1.8 Elect Director Michael L. Meyer --- For 1.9 Elect Director Randolph W. Westerfield --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 8,053 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Wilson Greatbatch 972232102 04/15/04 15,099 Technologies, Inc. *GB* 1 Elect Directors For For Mgmt 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 20,114 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 10,115 *WTFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/27/04 - A World Fuel Services Corp. 981475106 04/14/04 13,315 *INT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul H. Stebbins --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Luis R. Tinoco and Richard A. Kassar . We recommend that shareholders WITHHOLD votes from Luis R. Tinoco for standing as an affiliated outsider on the Nominating Committee, and from Richard A. Kassar for standing as an affiliated outsider on the Audit Committee and Nominating committees. 1.2 Elect Director Michael J. Kasbar --- For 1.3 Elect Director John R. Benbow --- For 1.4 Elect Director Myles Klein --- For 1.5 Elect Director Jerome Sidel --- For 1.6 Elect Director Luis R. Tinoco --- Withhold 1.7 Elect Director Ken Bakshi --- For 1.8 Elect Director Richard A. Kassar --- Withhold 1.9 Elect Director J. Thomas Presby --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A XM Satellite Radio Holdings 983759101 04/09/04 7,047 Inc. *XMSR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary M. Parsons --- For We recommend a vote FOR the directors with the exception of independent outsider Thomas G. Elliott. We recommend that shareholders WITHHOLD votes from Thomas G. Elliott for poor attendance. 1.2 Elect Director Hugh Panero --- For 1.3 Elect Director Nathaniel A. Davis --- For 1.4 Elect Director Thomas J. Donohue --- For 1.5 Elect Director Thomas G. Elliott --- Withhold 1.6 Elect Director George W. Haywood --- For 1.7 Elect Director Chester A. Huber, Jr. --- For 1.8 Elect Director Jarl Mohn --- For 1.9 Elect Director Pierce J. Roberts, Jr. --- For 1.10 Elect Director Jack Shaw --- For 06/18/04 - A Zoran Corp. *ZRAN* 98975F101 04/28/04 15,999 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 28.75 percent is above the allowable cap for this company of 19.67 percent. 3 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 27.32 percent is above the allowable cap for this company of 19.67 percent. 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MID CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ----------- ---------- ---------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 84,425 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 09/25/03 - A American Financial Realty Trust 02607P305 08/08/03 95,400 *AFR* 1 Declassify the Board of Directors For Against 2.a.1 Elect Trustee Glenn Blumenthal For For 2.a.2 Elect Trustee John M. Eggemeyer III For For 2.a.3 Elect Trustee Raymond Garea For For 2.a.4 Elect Trustee Michael J. Hagan For For 2.a.5 Elect Trustee John P. Hollihan III For For 2.a.6 Elect Trustee William M. Kahane For For 2.a.7 Elect Trustee Richard A. Kraemer For For 2.a.8 Elect Trustee Lewis S. Ranieri For For 2.a.9 Elect Trustee Nicholas S. Schorsch For For 2.a.0 Elect Trustee J. Rock Tonkel For For 2.b.1 Elect Trustee Glenn Blumenthal For For 2.b.2 Elect Trustee Raymond Garea For For 2.b.3 Elect Trustee William M. Kahane For For 3 Amend Omnibus Stock Plan For For 07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 285,600 1 Elect Directors For For 1.1 Elect Director William T. Coleman III --- For We recommend a vote FOR the directors. 1.2 Elect Director Dale Crandall --- For 1.3 Elect Director William H. Janeway --- For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 83,800 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/29/03 - A Fidelity National Financial, 316326107 08/18/03 97,920 Inc. *FNF* 1 Increase Authorized Common Stock For For 2 Elect Directors For For 08/27/03 - A McData Corporation *MCDT* 580031201 07/01/03 118,500 1 Elect Directors For For 1.1 Elect Director Charles C. Johnston --- For 1.2 Elect Director John F. McDonnell --- For 1.3 Elect Director Laurence G. Walker --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 254,550 *MCHP* 1 Elect Directors For For 1.1 Elect Director Steve Sanghi --- For We recommend a vote FOR the directors. 1.2 Elect Director Albert J. Hugo-Martinez --- For 1.3 Elect Director L.B. Day --- For 1.4 Elect Director Matthew W. Chapman --- For 1.5 Elect Director Wade F. Meyercord --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Employee Stock Purchase Plan For For 07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 216,700 1 Elect Directors For Split 1.1 Elect Director Milan Puskar --- For We recommend a vote FOR the directors with the exception of Douglas J. Leech. We recommend that shareholders WITHHOLD votes from Douglas J. Leech for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Robert J. Coury --- For 1.3 Elect Director Wendy Cameron --- For 1.4 Elect Director Laurence S. DeLynn --- For 1.5 Elect Director John C. Gaisford, M.D. --- For 1.6 Elect Director Douglas J. Leech --- Withhold 1.7 Elect Director Joseph C. Maroon, M.D. --- For 1.8 Elect Director Patricia A. Sunseri --- For 1.9 Elect Director C.B. Todd --- For 1.10 Elect Director Randall L. Vanderveen, Ph.D. --- For 1.11 Elect Director Stuart A. Williams, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 09/08/03 - A Patterson Dental Co. *PDCO* 703412106 07/14/03 71,800 1 Elect Directors For For 2 Ratify Auditors For For 09/05/03 - A Pixar, Inc. *PIXR* 725811103 07/23/03 27,400 1 Elect Directors For Split 1.1 Elect Director Steve Jobs --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Edwin E. Catmull --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.3 Elect Director Skip M. Brittenham --- Withhold WITHHOLD votes for failure to establish an independent nominating committee. 1.4 Elect Director Joseph A. Graziano --- For 1.5 Elect Director Lawrence B. Levy --- Withhold WITHHOLD votes for standing as an affiliated outsider on the Audit Committee, and for failure to establish an independent nominating committee. 1.6 Elect Director Joe Roth --- Withhold WITHHOLD votes for poor attendance. 1.7 Elect Director Larry W. Sonsini --- Withhold WITHHOLD votes for poor attendance and for failure to establish an independent nominating committee. 1.8 Elect Director John S. Wadsworth, Jr. --- For 2 Ratify Auditors For For 08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 40,800 1 Elect Directors For For 1.1 Elect Director H.K. Desai --- For 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director James R. Fiebiger --- For 1.4 Elect Director Balakrishnan S. Iyer --- For 1.5 Elect Director Carol L. Miltner --- For 1.6 Elect Director George D. Wells --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 242,500 1 Elect Directors For For 1.1 Elect Director Robert A. Bruggeworth --- For We recommend a vote FOR the directors. 1.2 Elect Director David A. Norbury --- For 1.3 Elect Director William J. Pratt --- For 1.4 Elect Director Daniel A. Dileo --- For 1.5 Elect Director Dr. Frederick J. Leonberger --- For 1.6 Elect Director Dr. Albert E. Paladino --- For 1.7 Elect Director Erik Van Der Kaay --- For 1.8 Elect Director Walter H. Wilkinson, Jr. --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 109,200 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 45,900 1 Increase Authorized Common Stock For For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 60,000 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 93,400 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MID CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 150,000 Inc. *ACS* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 149,400 *AW* 1 Approve Conversion of Securities For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 30,600 1 Elect Directors For For 2 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 77,800 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/04/03 - A BearingPoint, Inc. *BE* 074002106 09/12/03 173,600 1 Elect Directors For Split 1.1 Elect Director Randolph C. Blazer --- For We recommend a vote FOR the directors with the exception of insider Roderick C. McGeary. We recommend that shareholders WITHHOLD votes from Roderick C. McGeary for standing as an insider on the Compensation and Nominating committees. 1.2 Elect Director Roderick C. McGeary --- Withhold 1.3 Elect Director Alice M. Rivlin --- For 11/13/03 - A Brinker International, Inc. 109641100 09/15/03 180,600 *EAT* 1 Elect Directors For Split 1.1 Elect Director Ronald A. McDougall --- For We recommend a vote FOR the directors with the exceptions of Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard. We recommend that shareholders WITHHOLD votes from Audit Committee members Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard for paying excessive non-audit fees. 1.2 Elect Director Douglas H. Brooks --- For 1.3 Elect Director Dan W. Cook, III --- For 1.4 Elect Director Robert M. Gates --- For 1.5 Elect Director Marvin J. Girouard --- Withhold 1.6 Elect Director Ronald Kirk --- Withhold 1.7 Elect Director George R. Mrkonic --- For 1.8 Elect Director Erle Nye --- For 1.9 Elect Director James E. Oesterreicher --- Withhold 1.10 Elect Director Cece Smith --- Withhold 1.11 Elect Director Roger T. Staubach --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 58.60 percent. Shareholder Proposal 3 Report on the Impact of Genetically Against Against Engineered Products 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 84,100 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 84,900 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Richard T. Farmer --- Withhold WITHHOLD votes from Richard T. Farmer for standing as an insider on the Nominating Committee, Roger L. Howe for standing as an affiliated outsider on the Audit Committee, Compensation, and Nominating Committees, David C. Phillips for standing as an affiliated outsider on the Nominating Committee, and Audit Committee members Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, and Paul R. Carter for paying excessive non-audit fees. 2.2 Elect Director Robert J. Kohlhepp --- For 2.3 Elect Director Scott D. Farmer --- For 2.4 Elect Director Paul R. Carter --- Withhold 2.5 Elect Director Gerald V. Dirvin --- Withhold 2.6 Elect Director Robert J. Herbold --- Withhold 2.7 Elect Director Roger L. Howe --- Withhold 2.8 Elect Director David C. Phillips --- Withhold 3 Approve Non-Employee Director Stock For For Option Plan Shareholder Proposals 4 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Establish a Nominating Committee of Against For Independent Directors An independent nominating committee is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 7 Report on Code of Conduct Against Against 11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 46,600 1 Elect Directors For For 1.1 Elect Director Joseph Ellis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Michael Murphy. We recommend that shareholders WITHHOLD votes from Michael Murphy for standing as an affiliated outsider on the Audit and Human Resources & Governance committees. 1.2 Elect Director Lew Frankfort --- For 1.3 Elect Director Sally Frame Kasaks --- For 1.4 Elect Director Gary Loveman --- For 1.5 Elect Director Irene Miller --- For 1.6 Elect Director Keith Monda --- For 1.7 Elect Director Michael Murphy --- For 11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 116,900 1 Approve Reorganization Plan For For 11/20/03 - S General Growth Properties, Inc. 370021107 10/20/03 65,500 *GGP* 1 Approve Increase in Common Stock For For and a Stock Split 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 69,500 1 Elect Directors For For 2 Ratify Auditors For For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 52,300 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 11/18/03 - S Interwoven, Inc. *IWOV* 46114T102 09/30/03 543,400 1 Approve Merger Agreement For For 2 Approve Reverse Stock Split For For 11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 180,400 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 10/30/03 - A LAWSON SOFTWARE INC *LWSN* 520780107 09/12/03 182,800 1 Elect Directors For For 2 Ratify Auditors For For 10/22/03 - A Parker-Hannifin Corp. *PH* 701094104 08/29/03 44,100 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 210,900 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 275,700 1 Amend Omnibus Stock Plan For For 12/09/03 - S Yellow Roadway Corp. *YELL* 985509108 10/16/03 43,500 1 Issue Shares in Connection with an For For Acquisition 2 Change Company Name For For 3 Adjourn Meeting For Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT MID CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 64,800 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 100 1 Elect Directors For For 2 Ratify Auditors For For 02/10/04 - A Ameritrade Holdings Corp. 03074K100 12/17/03 243,560 *AMTD* 1 Elect Directors For Split 1.1 Elect Director J. Peter Ricketts --- Withhold We recommend a vote FOR the directors with the exception of insider J. Peter Ricketts. We recommend that shareholders WITHHOLD votes from J. Peter Ricketts for failure to establish an independent nominating committee. 1.2 Elect Director C. Kevin Landry --- For 1.3 Elect Director Mark L. Mitchell --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 98,300 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 44,000 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 94,267 1 Increase Authorized Common Stock For For 2 Approve Issuance of Stock in For For Connection with Merger Agreement 3 Increase Authorized Preferred Stock For Against In this case, management has stated that some of the shares may be used for antitakeover purposes, namely for the shareholders' rights plan, which was not approved by shareholders. Also, given that no shares of preferred stock are outstanding, we do not believe the increase is warranted. 4 Approve Omnibus Stock Plan For For 5 Allow Postponement or Adjournment For Against of Special Meeting 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 40,099 *CFC* 1 Increase Authorized Common Stock For For 01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 61,693 1 Elect Directors For For 2 Amend Executive Incentive Bonus Plan For For 3 Other Business For Against 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 76,100 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 01/28/04 - A Hewitt Associates, Inc. *HEW* 42822Q100 12/01/03 98,400 1 Elect Directors For For 2 Ratify Auditors For For 01/27/04 - A Hormel Foods Corp. *HRL* 440452100 12/01/03 285,400 1 Elect Directors For For 2 Ratify Auditors For For 03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 40,700 1 Elect Directors For Split 1.1 Elect Director Paul E. Raether --- Withhold We recommend a vote FOR Neil A. Springer and Dennis K. Williams. We recommend that shareholders WITHHOLD votes from Paul E. Raether for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Neil A. Springer --- For 1.3 Elect Director Dennis K. Williams --- For 2 Ratify Auditors For For 03/02/04 - A International Game Technology 459902102 01/02/04 108,900 *IGT* 1 Elect Directors For Split 1.1 Elect Director G. Thomas Baker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert Miller. We recommend that shareholders WITHHOLD votes from Robert Miller for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Neil Barsky --- For 1.3 Elect Director Robert A. Bittman --- For 1.4 Elect Director Richard R. Burt --- For 1.5 Elect Director Leslie S. Heisz --- For 1.6 Elect Director Robert A. Mathewson --- For 1.7 Elect Director Thomas J. Matthews --- For 1.8 Elect Director Robert Miller --- Withhold 1.9 Elect Director Frederick B. Rentschler --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 49,330 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 77,200 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 105,272 1 Elect Directors For Split 1.1 Elect Director Irving Bolotin --- Withhold We recommend a vote FOR the directors with the exception of Irving Bolotin from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director R. Kirk Landon --- For 1.3 Elect Director Donna E. Shalala --- For 2 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/19/04 - A National Fuel Gas Co. *NFG* 636180101 12/22/03 251,500 1 Elect Directors For Split 1.1 Elect Director Philip C. Ackerman --- For 1.2 Elect Director Bernard S. Lee --- Withhold 2 Ratify Auditors For Against Shareholder Proposal 3 Limit Awards to Executives Against Against 02/17/04 - A Navistar International Corp. 63934E108 01/05/04 18,800 *NAV* 1 Elect Directors For For 1.1 Elect Director Michael N. Hammes --- For We recommend a vote FOR the directors. 1.2 Elect Director James H. Keyes --- For 1.3 Elect Director Southwood J. Morcott --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For The total cost of the company's plans of 7.37 percent is within the allowable cap for this company of 8.46 percent. Additionally, this plan expressly forbids repricing. 03/11/04 - A Nordson Corp. *NDSN* 655663102 01/14/04 27,100 1 Elect Directors For Split 1.1 Elect Director William D. Ginn --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Stephen R. Hardis and affiliated outsider William D. Ginn. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. We recommend that shareholders WITHHOLD votes from William D. Ginn for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William L. Robinson --- For 1.4 Elect Director Benedict P. Rosen --- For 2 Approve Omnibus Stock Plan For Against The total cost of the company's plans of 34.70 percent is above the allowable cap for this company of 12.03 percent. 3 Approve Executive Incentive Bonus For For Plan 03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 117,900 1 Elect Directors For Split 1.1 Elect Director William M. Barnum, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Franck Riboud, affiliated outsiders Robert G. Kirby, Charles E. Crowe, and insiders Robert B. McKnight, Jr., Bernard Mariette. We recommend that shareholders WITHHOLD votes from Franck Riboud for poor attendance, Robert G. Kirby for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Charles E. Crowe, Robert B. McKnight, Jr. and Bernard Mariette for failure to establish a majority independent board. 1.2 Elect Director Charles E. Crowe --- Withhold 1.3 Elect Director Michael H. Gray --- For 1.4 Elect Director Robert G. Kirby --- Withhold 1.5 Elect Director Bernard Mariette --- Withhold 1.6 Elect Director Robert B. McKnight, Jr. --- Withhold 1.7 Elect Director Franck Riboud --- Withhold 1.8 Elect Director Tom Roach --- For 2 Amend Omnibus Stock Plan For For 3 Approval of the Terms of the For For Executive Incentive Plan 02/10/04 - A Rockwell Collins, Inc. *COL* 774341101 12/15/03 92,100 1 Elect Directors For For 1.1 Elect Director Donald R. Beall --- For We recommend that shareholders vote FOR Donald R. Beall, but WITHHOLD votes from Audit Committee member Richard J. Ferris for paying excessive non-audit fees. 1.2 Elect Director Richard J. Ferris --- For 2 Ratify Auditors For For In this case, 54.86 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 03/01/04 - A Sappi Ltd. 803069202 01/22/04 343,200 Meeting for Holders of ADRs 1 CONFIRMATION OF APPOINTMENT OF For For DIRECTOR APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR J C A LESLIE 2 CONFIRMATION OF APPOINTMENT OF For For DIRECTOR APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR H C J MAMSCH 3 RE-ELECTION OF RETIRING DIRECTOR: For For MR M R HAYMON 4 RE-ELECTION OF RETIRING DIRECTOR: For For MR E VAN AS 5 RE-ELECTION OF RETIRING DIRECTOR: For For MR D G WILSON 6 SPECIAL RESOLUTION NUMBER 1 - A For For GENERAL APPROVAL FOR THE COMPANY AND ITS SUBSIDIARIES TO ACQUIRE SAPPI LIMITED SHARES. 7 ORDINARY RESOLUTION NUMBER 1 - For Against SPECIFIC APPROVAL TO SELL TREASURY SHARES TO THE SAPPI SHARE INCENTIVE SCHEME. 8 ORDINARY RESOLUTION NUMBER 2 - For For PLACING ALL THE UNISSUED ORDINARY SHARES IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS OF THE COMPANY WITH THE AUTHORITY TO ALLOT AND ISSUE SAME IN TERMS OF THE COMPANIES ACT AND THE LIST 9 ORDINARY RESOLUTION NUMBER 3 - For For AUTHORITY FOR DIRECTORS TO SIGN ALL DOCUMENTS AND DO ALL SUCH THINGS NECESSARY TO IMPLEMENT THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF DATE: NO LATER THAN FEBRUARY 23, 2004 *** 01/16/04 - S Sicor, Inc. 825846108 12/09/03 173,500 1 Approve Merger Agreement For For 02/06/04 - A Tyson Foods, Inc. *TSN* 902494103 12/23/03 240,700 1 Elect Directors For Split 1.1 Elect Director Don Tyson --- Withhold We recommend a vote FOR Lloyd V. Hackley. We recommend that shareholders WITHHOLD votes from Audit Committee members Jo Ann R. Smith, David A. Jones, and Jim Kever for paying excessive non-audit fees, and Don Tyson, John Tyson, Barbara A. Tyson, Richard L. Bond and Leland E. Tollett for failure to have a majority independent board. 1.2 Elect Director John Tyson --- Withhold 1.3 Elect Director Leland E. Tollett --- Withhold 1.4 Elect Director Barbara A. Tyson --- Withhold 1.5 Elect Director Lloyd V. Hackley --- For 1.6 Elect Director Jim Kever --- For 1.7 Elect Director David A. Jones --- For 1.8 Elect Director Richard L. Bond --- Withhold 1.9 Elect Director Jo Ann R. Smith --- For 2 Amend Omnibus Stock Plan For For The total cost of the company's plans of 6.91 percent is within the allowable cap for this company of 7.56 percent. 3 Approve Employee Stock Purchase Plan For Against Despite the fact that the plan complies with Section 423 of the Internal Revenue Code and that the number of shares that would be reserved is reasonable, we do not support the plan because the plan does not specify an offering period. 4 Ratify Auditors For For Shareholder Proposals 5 Remove Supervoting Rights for Class Against For B Common Stock We support the elimination of dual-class capital structures with unequal voting rights, which can create impediments to a takeover and cause shareholders' voting rights to be disproportionate to their economic investment in a company. Therefore, we believe this amendment warrants shareholder support. 6 Separate Chairman and CEO Positions Against Against 02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 55,100 *VAR* 1 Elect Directors For For 1.1 Elect Director John Seely Brown --- For We recommend a vote FOR the directors with the exception of Terry R. Lautenbach. We recommend that shareholders WITHHOLD votes from Audit Committee member Terry R. Lautenbach for paying excessive non-audit fees. 1.2 Elect Director Samuel Hellman --- For 1.3 Elect Director Terry R. Lautenbach --- For 2 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MID CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 40,731 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 94,700 1 Classify the Board of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 04/28/04 - A AGL Resources Inc. *ATG* 001204106 02/20/04 144,900 1 Elect Directors For For Mgmt 05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 492,300 *AW* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas H. Van Weelden --- For 1.2 Elect Director Robert M. Agate --- For 1.3 Elect Director Leon D. Black --- For 1.4 Elect Director James W. Crownover --- For 1.5 Elect Director Michael S. Gross --- For 1.6 Elect Director Dennis R. Hendrix --- For 1.7 Elect Director J. Tomilson Hill --- For 1.8 Elect Director Lawrence V. Jackson --- For 1.9 Elect Director Nolan Lehmann --- For 1.10 Elect Director Howard A. Lipson --- For 1.11 Elect Director Antony P. Ressler --- For 1.12 Elect Director Warren B. Rudman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Report on Privatization Against Against ShrHoldr We believe that the requested report would impose an unnecessary cost to the company without providing a corresponding benefit to shareholders. 04/29/04 - A American Axle & Manufacturing 024061103 03/01/04 86,500 Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/10/04 - A American Power Conversion 029066107 04/14/04 187,400 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 60,800 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 103,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 195,000 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 122,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 83,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 72,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Banknorth Group, Inc. *BNK* 06646R107 03/08/04 85,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 28,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 260,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Dean O. Morton --- Withhold We recommend a vote FOR George Reyes but WITHHOLD votes from independent outsider Dean O. Morton. We recommend that shareholders WITHHOLD votes from Audit Committee member Dean O. Morton for paying excessive non-audit fees. 1.2 Elect Director George Reyes --- For 2 Ratify Auditors For Against Mgmt In this case, 75.67 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 04/01/04 - A Beckman Coulter, Inc. *BEC* 075811109 02/02/04 41,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald W. Dollens --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Ronald W. Dollens. We recommend that shareholders WITHHOLD votes from Ronald W. Dollens for poor attendance. 1.2 Elect Director Charles A. Haggerty --- For 1.3 Elect Director William N. Kelley, M.D. --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 139,600 1 Elect Directors For For Mgmt 1.1 Elect Director Louis E. Caldera --- For 1.2 Elect Director J. L. Craven, M.D., Mph --- For 1.3 Elect Director Stephen Hamblett --- For 1.4 Elect Director Dealey D. Herndon --- For 1.5 Elect Director Wayne R. Sanders --- For 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 12.31 percent is above the allowable cap for this company of 8.08 percent. 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 140,700 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 77,700 Corp. *BNI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Marc F. Racicot and Vilma S. Martinez. We recommend that shareholders WITHHOLD votes from Marc F. Racicot and Vilma S. Martinez for standing as affiliated outsiders on the Directors and Corporate Governance Committee, which serves as the nominating committee. 1.2 Elect Director Vilma S. Martinez --- Withhold 1.3 Elect Director Marc F. Racicot --- Withhold 1.4 Elect Director Roy S. Roberts --- For 1.5 Elect Director Matthew K. Rose --- For 1.6 Elect Director Marc J. Shapiro --- For 1.7 Elect Director J.C. Watts, Jr. --- For 1.8 Elect Director Robert H. West --- For 1.9 Elect Director J. Steven Whisler --- For 1.10 Elect Director Edward E. Whitacre, Jr. --- For 1.11 Elect Director Michael B. Yanney --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A C. R. Bard, Inc. *BCR* 067383109 03/01/04 69,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 130,600 1 Elect Directors For For Mgmt 05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 91,200 1 Elect Directors For For Mgmt 1.1 Elect Director Michelle L. Collins --- For 1.2 Elect Director Casey G. Cowell --- For 1.3 Elect Director John A. Edwardson --- For 1.4 Elect Director Daniel S. Goldin --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Michael P. Krasny --- For 1.7 Elect Director Terry L. Lengfelder --- For 1.8 Elect Director Susan D. Wellington --- For 1.9 Elect Director Brian E. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent. 05/12/04 - A Charles River Laboratories 159864107 03/15/04 63,200 International, Inc. *CRL* 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Foster --- For We recommend a vote FOR the directors with the exception of affiliated outsider George M. Milne. We recommend that shareholders WITHHOLD votes from George M. Milne for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Robert Cawthorn --- For 1.3 Elect Director Stephen D. Chubb --- For 1.4 Elect Director George E. Massaro --- For 1.5 Elect Director George M. Milne --- Withhold 1.6 Elect Director Douglas E. Rogers --- For 1.7 Elect Director Samuel O. Thier --- For 1.8 Elect Director William H. Waltrip --- For 2 Ratify Auditors For For Mgmt 05/12/04 - A CIT GROUP INC *CIT* 125581108 03/26/04 204,600 1 Elect Directors For For Mgmt 1.1 Elect Director Albert R. Gamper, Jr. --- For 1.2 Elect Director Gary C. Butler --- For 1.3 Elect Director William A. Farlinger --- For 1.4 Elect Director William M. Freeman --- For 1.5 Elect Director Hon. Thomas H. Kean --- For 1.6 Elect Director Edward J. Kelly, III --- For 1.7 Elect Director Marianne Miller Parrs --- For 1.8 Elect Director Jeffrey M. Peek --- For 1.9 Elect Director John R. Ryan --- For 1.10 Elect Director Peter J. Tobin --- For 1.11 Elect Director Lois M. Van Deusen --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A City National Corp. *CYN* 178566105 03/01/04 115,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Russell Goldsmith --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald L. Olson. We recommend that shareholders WITHHOLD votes from Ronald L. Olson for poor attendance. 1.2 Elect Director Michael L. Meyer --- For 1.3 Elect Director Ronald L. Olson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 95,600 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Amend 2003 - 2008 Stock Option Plan For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 167,400 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Consol Energy, Inc. *CNX* 20854P109 03/09/04 45,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 165,649 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/26/04 - A DADE BEHRING HLDGS INC *DADE* 23342J206 03/30/04 121,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/24/04 - A DaVita Inc. *DVA* 23918K108 04/19/04 96,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Nancy-Ann Deparle --- For We recommend a vote FOR the directors with the exception of independent outsider C. Raymond Larkin, Jr. We recommend that shareholders WITHHOLD votes from C. Raymond Larkin, Jr., for poor attendance. 1.2 Elect Director Richard B. Fontaine --- For 1.3 Elect Director Peter T. Grauer --- For 1.4 Elect Director Michele J. Hooper --- For 1.5 Elect Director C. Raymond Larkin, Jr. --- Withhold 1.6 Elect Director John M. Nehra --- For 1.7 Elect Director William L. Roper --- For 1.8 Elect Director Kent J. Thiry --- For 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 262,350 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Ronald Kirk for standing as an affiliated outsider on the Nominating Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from insiders Gregg L. Engles and Alan J. Bernon, and independent outsiders Joseph S. Hardin, Jr. and John S. Llewellyn, Jr. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 04/22/04 - A Diebold, Inc. *DBD* 253651103 02/27/04 74,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 200,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A/S Domtar Inc. *DTC.* 257561100 03/18/04 397,600 1 Elect Directors For For Mgmt 2 Appoint PricewaterhouseCoopers LLP For For Mgmt as Auditors 3 Allow Board to Appoint Additional For For Mgmt Directors Between Annual Meetings 04/21/04 - A Doral Financial Corp. *DRL* 25811P100 03/12/04 178,000 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Increase Authorized Preferred Stock For Against Mgmt The requested increase of 30,000,000 shares, is above the allowable threshold of 22,000,000 shares. 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/15/04 - A E.W. Scripps Co. (The) *SSP* 811054204 02/10/04 60,300 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Galloway --- For We recommend a vote FOR the directors with the exception of Nicholas B. Paumgarten. We recommend that shareholders WITHHOLD votes from Nicholas B. Paumgarten for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Nicholas B. Paumgarten --- Withhold 1.3 Elect Director Ronald W. Tysoe --- For 1.4 Elect Director Julie A. Wrigley --- For 04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 18,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 188,600 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 128,400 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 160,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 06/04/04 - A Flowers Foods, Inc. *FLO* 343498101 04/16/04 79,600 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Franklin L. Burke --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider George E. Deese and independent outsider Franklin L. Burke for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director George E. Deese --- Withhold 2 Ratify Auditors For For Mgmt 05/05/04 - A General Growth Properties, 370021107 03/17/04 197,700 Inc. *GGP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 133,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara L. Bowles --- Withhold We recommend a vote FOR the directors with the exceptions of James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles. We recommend that shareholders WITHHOLD votes from James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Donald V. Fites --- Withhold 1.3 Elect Director David R. Goode --- Withhold 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director William R. Johnson --- For 1.6 Elect Director James B. Williams --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 100,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 194,924 *HCC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 44,566 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 42,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 256,300 1 Elect Directors For For Mgmt 1.1 Elect Director A. Steven Crown --- For 1.2 Elect Director David Michels --- For 1.3 Elect Director John H. Myers --- For 1.4 Elect Director Donna F. Tuttle --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Require Majority of Independent Against For ShrHoldr Directors on Board Currently, according to our definitions, the board consists of two insiders, four affiliated outsiders, and seven independent outsiders. Thus, insiders and affiliated outsiders constitute 46 percent of the board seats. We believe that a board should consist of a substantial majority of independent outsiders. In summary, in evaluating proposals requiring that a substantial majority of the board be composed of independent directors, shareholders should closely examine the current composition of the board, the proponent's definition of independence, and the board's responsiveness to shareholder concerns. If the board composition is poor or the board has not fulfilled its fiduciary duties, then shareholders should vote in favor of a proposal which would require a greater number of outsiders on the board. However, if the board is already sufficiently independent and is fulfilling its fiduciary duty, support of such a proposal is unnecessary. Although we do not agree with all of the proponent's classifications of independent directors, in light of the fact that the board is only 54 percent independent, we believe this proposal sends an important message to management and is in shareholders' best interests. 04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 105,400 1 Elect Directors For For Mgmt 1.1 Elect Director Steven G. Mihaylo --- For 1.2 Elect Director J. Robert Anderson --- For 1.3 Elect Director Jerry W. Chapman --- For 1.4 Elect Director Gary D. Edens --- For 1.5 Elect Director C. Roland Haden --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/13/04 - A Investors Financial Services 461915100 02/20/04 46,600 Corp. *IFIN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Invitrogen Corp. *IVGN* 46185R100 02/27/04 51,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 05/19/04 - A Jones Apparel Group, Inc. 480074103 03/19/04 64,000 *JNY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A Knight Trading Group, Inc. 499063105 03/19/04 223,300 *NITE* 1 Elect Directors For Split Mgmt 1.1 Elect Director William L. Bolster --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert M. Lazarowitz. We recommend that shareholders WITHHOLD votes from Robert M. Lazarowitz for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Charles V. Doherty --- For 1.3 Elect Director Gary R. Griffith --- For 1.4 Elect Director Thomas M. Joyce --- For 1.5 Elect Director Robert M. Lazarowitz --- Withhold 1.6 Elect Director Thomas C. Lockburner --- For 1.7 Elect Director Rodger O. Riney --- For 2 Ratify Auditors For For Mgmt 05/04/04 - A Lafarge North America Inc. 505862102 02/20/04 139,300 *LAF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Marshall A. Cohen --- For We recommend a vote FOR the directors with the exceptions of insiders Michel Rose, Philippe R. Rollier, Bruno Lafont, Bernard L. Kasriel, Bertrand P. Collomb, and affiliated outsiders Lawrence Tanenbaum, John D. Redfern and Robert W. Murdoch. We recommend that shareholders WITHHOLD votes from Michel Rose for poor attendance and for failure to establish a majority independent board, and from Bertrand P. Collomb for standing as an insider on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Lawrence M. Tanenbaum for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board, from John D. Redfern for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board, and from Philippe R. Rollier, Bruno Lafont, Bernard L. Kasriel and Robert W. Murdoch for failure to establish a majority independent board. 1.2 Elect Director Bertrand P. Collomb --- Withhold 1.3 Elect Director Philippe P. Dauman --- For 1.4 Elect Director Bernard L. Kasriel --- Withhold 1.5 Elect Director Bruno Lafont --- Withhold 1.6 Elect Director Claudine B. Malone --- For 1.7 Elect Director Blythe J. McGarvie --- For 1.8 Elect Director James M. Micali --- For 1.9 Elect Director Gwyn Morgan --- For 1.10 Elect Director Robert W. Murdoch --- Withhold 1.11 Elect Director Bertin F. Nadeau --- For 1.12 Elect Director John D. Redfern --- Withhold 1.13 Elect Director Philippe R. Rollier --- Withhold 1.14 Elect Director Michel Rose --- Withhold 1.15 Elect Director Lawrence M. Tanenbaum --- Withhold 1.16 Elect Director Gerald H. Taylor --- For 05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 41,000 1 Elect Directors For For Mgmt 1.1 Elect Director Larry W. McCurdy --- For 1.2 Elect Director Roy E. Parrott --- For 1.3 Elect Director Richard F. Wallman --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote We note that the board emphasizes in the 2004 proxy statement that this proposal, if supported by a majority of votes cast, would not be binding on the board and therefore would not necessarily effectuate any changes to the poison pill. Our opinion is that where shareholders express their views clearly through voting for a proposal, that opinion should be listened to by the company's board directors. Further, where a board consistently ignores or fails to implement a proposal approved by a majority of shareholder votes cast, we believe that this may provide adequate reason for recommending withholding votes for future director elections. While we welcome the company's introduction of a board committee review process for the poison pill, poison pills greatly alter the balance of power between shareholders and management, and shareholders should be allowed to make their own evaluation of such plans. We therefore agree with the proponent that the adoption, maintenance or extension of any poison pill should be put to a shareholder vote. 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 52,000 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Lincoln National Corp. *LNC* 534187109 02/20/04 129,200 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 206,600 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For Against Mgmt We generally approve of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. However, in this case the plan also includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants. Because there is no expiration date specified for this plan, we are unable to determine the total number of shares which will become available for future issuance and, as such, we are unable to determine if the number of shares being reserved is reasonable. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 44,000 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Allyn --- For We recommend a vote FOR the directors with the exception of independent outsider Richard E. Garman. We recommend that shareholders WITHHOLD votes from Richard E. Garman for poor attendance. 1.2 Elect Director Brent D. Baird --- For 1.3 Elect Director Robert J. Bennett --- For 1.4 Elect Director C. Angela Bontempo --- For 1.5 Elect Director Robert T. Brady --- For 1.6 Elect Director Emerson L. Brumback --- For 1.7 Elect Director Michael D. Buckley --- For 1.8 Elect Director Patrick J. Callan --- For 1.9 Elect Director R. Carlos Carballada --- For 1.10 Elect Director T. Jefferson Cunningham III --- For 1.11 Elect Director Donald Devorris --- For 1.12 Elect Director Richard E. Garman --- Withhold 1.13 Elect Director James V. Glynn --- For 1.14 Elect Director Derek C. Hathaway --- For 1.15 Elect Director Daniel R. Hawbaker --- For 1.16 Elect Director Patrick W.E. Hodgson --- For 1.17 Elect Director Gary Kennedy --- For 1.18 Elect Director Richard G. King --- For 1.19 Elect Director Reginald B. Newman, II --- For 1.20 Elect Director Jorge G. Pereira --- For 1.21 Elect Director Michael P. Pinto --- For 1.22 Elect Director Robert E. Sadler, Jr. --- For 1.23 Elect Director Eugene J. Sheehy --- For 1.24 Elect Director Stephen G. Sheetz --- For 1.25 Elect Director Herbert L. Washington --- For 1.26 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 111,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 229,500 1 Elect Directors For For Mgmt 1.1 Elect Director Eugene P. Beard --- For 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Ronald M. Loeb --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- For 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr While we share the proponent's concern about excessive executive compensation, we believe this proposal is too restrictive and would limit the flexibility of the compensation committee to design appropriate compensation structure for the executives. As such, this item does not warrant shareholder approval. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 154,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 115,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 44,700 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 91,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 36,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 05/05/04 - A Nationwide Financial Services, 638612101 03/08/04 171,400 Inc. *NFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 7.10 percent is above the allowable cap for this company of 5.16 percent. Because this amendment would extend the life of a plan that exceeds the cost cap for an additional six years, we recommend a vote AGAINST this proposal. 4 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash 05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 132,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A NII Holdings, Inc. *NIHD* 62913F201 03/25/04 25,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven P. Dussek --- Withhold We recommend voting FOR Steven Shindler and withholding votes from Steven Dussek. We recommend that shareholders WITHHOLD votes from Steven P. Dussek for standing as an affiliated outsider on both the Audit and Compensation committees. 1.2 Elect Director Steven M. Shindler --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 217,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 185,900 Inc. *NFB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A NVR, Inc. *NVR* 62944T105 03/01/04 10,160 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Range For Board Size For For Mgmt 4 Amend Director Qualifications For For Mgmt 5 Amend Bylaws For For Mgmt 6 Establish Range For Board Size For For Mgmt 7 Amend Bylaws For For Mgmt 8 Prepare Sustainability Report Against Against ShrHoldr 04/21/04 - A Ohio Casualty Corp. *OCAS* 677240103 03/01/04 182,800 1 Elect Directors For For Mgmt 2 Limit Executive Compensation Against Against ShrHoldr 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 119,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/04 - A ON Semiconductor Corporation 682189105 03/22/04 504,500 *ONNN* 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Daniel McCranie --- For We recommend a vote FOR the directors with the exceptions of insiders Kevin Burns and Justin T. Chang. We recommend that shareholders WITHHOLD votes from Kevin Burns and Justin T. Chang for failure to establish a majority independent board. 1.2 Elect Director Kevin Burns --- Withhold 1.3 Elect Director Justin T. Chang --- Withhold 1.4 Elect Director Emmanuel T. Hernandez --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 22.12 percent is above the allowable cap for this company of 19.85 percent. In addition the plan is amended to allow the board to execute an option exchange program at its discretion. We would like to see the stock option transfer program put to shareholder vote so that shareholders can evaluate the proposed exchange on its own merits and ensure that it is a value-for-value exchange. We do not support these plan amendments. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Certificate of Designation of For For Mgmt Preferred Stock 5 Ratify Auditors For For Mgmt 04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 62,200 1 Elect Directors For For Mgmt 1.1 Elect Director John A. Brabson, Jr. --- For 1.2 Elect Director Lee Roy Selmon --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.41 percent is above the allowable cap for this company of 12.97 percent. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/27/04 - A Pacer International, Inc. 69373H106 03/01/04 158,400 *PACR* 1 Elect Directors For Split Mgmt 1.1 Elect Director P. Michael Giftos --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Bruce H. Spector and Michael S. Gross. We recommend that shareholders WITHHOLD votes from Bruce H. Spector for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee, and from Michael S. Gross for failure to establish an independent nominating committee. 1.2 Elect Director Michael S. Gross --- Withhold 1.3 Elect Director Bruce H. Spector --- Withhold 1.4 Elect Director Thomas L. Finkbiner --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 33,033 Inc. *PHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Aida Alvarez --- For We recommend a vote FOR the directors with the exception of Terry O. Hartshorn. We recommend that shareholders WITHHOLD votes from Terry O. Hartshorn for standing as an affiliated outsider on the Compensation and Nominating Committee. 1.2 Elect Director Bradley C. Call --- For 1.3 Elect Director Terry O. Hartshorn --- Withhold 1.4 Elect Director Dominic Ng --- For 1.5 Elect Director Howard G. Phanstiel --- For 1.6 Elect Director Warren E. Pinckert Ii --- For 1.7 Elect Director David A. Reed --- For 1.8 Elect Director Charles R. Rinehart --- For 1.9 Elect Director Linda Rosenstock --- For 1.10 Elect Director Lloyd E. Ross --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Packaging Corporation of 695156109 03/15/04 276,700 America *PKG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Henry F. Frigon --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas S. Souleles and Samuel M. Mencoff. We recommend that shareholders WITHHOLD votes from Thomas S. Souleles for standing as an affiliated outsider on the Compensation and Nominating committees, and from Samuel M. Mencoff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Louis S. Holland --- For 1.3 Elect Director Justin S. Huscher --- For 1.4 Elect Director Samuel M. Mencoff --- Withhold 1.5 Elect Director Thomas S. Souleles --- Withhold 1.6 Elect Director Paul T. Stecko --- For 1.7 Elect Director Rayford K. Williamson --- For 2 Ratify Auditors For For Mgmt 05/14/04 - A Pactiv Corp. *PTV* 695257105 03/19/04 303,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 177,100 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 101,100 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 229,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 06/10/04 - A PETsMART *PETM* 716768106 04/12/04 128,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 36,600 1 Elect Directors For For Mgmt 1.1 Elect Director Marie L. Knowles --- For 1.2 Elect Director Jon C. Madonna --- For 1.3 Elect Director Gordon R. Parker --- For 1.4 Elect Director Robert D. Johnson --- For 2 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Phelps Dodge's charitable programs support causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 109,200 *PXD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 88,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 89,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 120,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 92,300 *PD.* 1 Elect W.C. Dunn, Robert J.S. For For Mgmt Gibson, Murray K. Mullen, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips, Hank B. Swartout, H.Garth Wiggins as Directors 2 Ratify Auditors For For Mgmt 3 Approve 2004 Stock Option Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan and limiting director participation in the plan. However, the total cost of the company's plans of 3.54 percent is above the allowable cap for this company of 3.51 percent. 05/18/04 - A ProLogis *PLD* 743410102 03/17/04 148,800 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 33,473 *PDLI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Although the plan expressly prohibits repricing, the total cost of the company's plan is 14.04 percent, which is above the allowable cap for this company of 12.51 percent. 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 349,400 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 87,300 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Dugas, Jr. --- For 1.2 Elect Director David N. McCammon --- For 1.3 Elect Director William J. Pulte --- For 1.4 Elect Director Francis J. Sehn --- For 1.5 Elect Director Michael E. Rossi --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditor Against For ShrHoldr Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 05/19/04 - A Reliance Steel & Aluminum Co. 759509102 04/08/04 59,100 *RS* 1 Change Range for Size of the Board For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Elect Directors For Split Mgmt 3.1 Elect Director Joe D. Crider --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Joe D. Crider. We recommend that shareholders WITHHOLD votes from Joe D. Crider for standing as an affiliated outsider on the Compensation and Nominating committees. 3.2 Elect Director Thomas W. Gimbel --- For 3.3 Elect Director David H. Hannah --- For 3.4 Elect Director Gregg J. Mollins --- For 4 Approve Stock Option Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 88,100 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Jellison --- For 1.2 Elect Director W. Lawrence Banks --- For 1.3 Elect Director David W. Devonshire --- For 1.4 Elect Director John F. Fort III --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 183,000 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Michael J. Bush --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Michael J. Bush for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Norman A. Ferber and from insider James C. Peters for failure to establish a majority independent board. 1.2 Elect Director Norman A. Ferber --- Withhold 1.3 Elect Director James C. Peters --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A SCANA Corporation *SCG* 80589M102 03/10/04 74,400 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock For For Mgmt Awards in Lieu of Cash 3 Ratify Auditors For For Mgmt 05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 162,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Alfred P. West, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider William M. Doran and insider Alfred P. West, Jr. We recommend that shareholders WITHHOLD votes from Alfred P. West, Jr. for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from William M. Doran for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director William M. Doran --- Withhold 1.3 Elect Director Howard D. Ross --- For 1.4 Elect Director Thomas W. Smith --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Sepracor Inc. *SEPR* 817315104 04/06/04 30,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 37,400 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 82,228 Texas, Inc. *SWBT* 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 59,300 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 141,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 70,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Lorenzo J. Fertitta --- Withhold We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Lorenzo J. Fertitta and affiliated outsider Blake L. Sartini for failure to establish a majority independent board. 1.2 Elect Director Blake L. Sartini --- Withhold 1.3 Elect Director James E. Nave, D.V.M. --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 164,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 261,000 *SBL* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 155,500 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 75,152 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A The Hartford Financial 416515104 03/22/04 65,900 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 1.1 Elect Director Ramani Ayer --- For 1.2 Elect Director Ronald E. Ferguson --- For 1.3 Elect Director Edward J. Kelly, III --- For 1.4 Elect Director Paul G. Kirk, Jr. --- For 1.5 Elect Director Thomas M. Marra --- For 1.6 Elect Director Gail J. McGovern --- For 1.7 Elect Director Robert W. Selander --- For 1.8 Elect Director Charles B. Strauss --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Gordon I. Ulmer --- For 1.11 Elect Director David K. Zwiener --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/13/04 - A The Washington Post Co. *WPO* 939640108 03/15/04 5,200 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Dotson, Jr. --- For 1.2 Elect Director Ronald L. Olson --- For 1.3 Elect Director Alice M. Rivlin --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/15/04 - A Tractor Supply Co. *TSCO* 892356106 03/02/04 39,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James F. Wright --- For We recommend a vote FOR the directors with the exception of Gerard E. Jones. We recommend that shareholders WITHHOLD votes from Gerard E. Jones for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Gerard E. Jones --- Withhold 1.3 Elect Director Edna K. Morris --- For 2 Ratify Auditors For Against Mgmt One of the most important issues relating to auditors is the independence of the auditing process. The auditor's independence from the company being audited reduces the potential for abuse. Recently, many accounting firms have expanded their business to include broad-based consulting services. We believe that in some cases, such consulting services, when operated side by side with the accounting business, can lower auditor objectivity. More than 50% of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. We recommend a vote against this proposal. 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 210,949 1 Elect Directors For For Mgmt 1.1 Elect Michael D. Watford as a Director --- For 1.2 Elect William C. Helton as a Director --- For 1.3 Elect James E. Nielson as a Director --- For 1.4 Elect Robert E. Rigney as a Director --- For 1.5 Elect James C. Roe as a Director --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Other Business For Against Mgmt As we can not know the content of these issues, we cannot recommend that shareholders approve this request. 04/28/04 - A United Surgical Partners 913016309 03/12/04 61,300 International Inc *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Valeant Pharmaceuticals Intl. 91911X104 04/14/04 22,140 *VRX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 63,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 82,000 *VAR* 1 Increase Authorized Common Stock For For Mgmt 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 120,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Vertex Pharmaceuticals Inc. 92532F100 03/12/04 142,887 *VRTX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua S. Boger --- For We recommend a vote FOR the directors with the exception of independent outsider Elaine S. Ullian. 1.2 Elect Director Charles A. Sanders --- For 1.3 Elect Director Elaine S. Ullian --- Withhold 1.4 Elect Director Eve E. Slater --- For 1.5 Elect Director John F. Niblack --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 125,888 *VSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Felix Zandman --- Withhold We recommend a vote FOR Zvi Grinfas but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Philippe Gazeau for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from insiders Dr. Felix Zandman and Dr. Gerald Paul for failure to establish a majority independent board. 1.2 Elect Director Philippe Gazeau --- Withhold 1.3 Elect Director Zvi Grinfas --- For 1.4 Elect Director Dr. Gerald Paul --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Restricted Stock Plan For For Mgmt 05/14/04 - A Waste Management, Inc. *WMI* 94106L109 03/19/04 185,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 451,100 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/04 197,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 05/20/04 - A Yellow Roadway Corp. *YELL* 985577105 03/22/04 69,798 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 53,259 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 68,800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MID CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 09/23/03 - A 3com Corp. *COMS* 885535104 07/25/03 12,700 1 Elect Directors For For 1.1 Elect Director Bruce L. Claflin --- For 1.2 Elect Director Paul G. Yovovich --- For 2 Approve Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/18/03 - A Activision, Inc. *ATVI* 004930202 07/28/03 3,100 1 Elect Directors For For 1.1 Elect Director Robert A. Kotick --- For 1.2 Elect Director Brian G. Kelly --- For 1.3 Elect Director Ronald Doornink --- For 1.4 Elect Director Kenneth L. Henderson --- For 1.5 Elect Director Barbara S. Isgur --- For 1.6 Elect Director Steven T. Mayer --- For 1.7 Elect Director Robert J. Morgado --- For 2 Increase Authorized Preferred and For Against Common Stock 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 3,830 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against 3 Amend Stock Option Plan For Against 08/14/03 - A Airborne, Inc. *ABF* 009269101 07/08/03 1,720 1 Approve Merger Agreement For For 2 Approve Merger Agreement For For 3 Adopt Supermajority Vote For For Requirement for Amendments 4 Adopt Shareholder Rights Plan For For (Poison Pill) 5.A Elect Director Carl D. Donaway For For 5.B Elect Director Richard M. Rosenberg For For Shareholder Proposals 6 Submit Shareholder Rights Plan Against Against (Poison Pill) to Shareholder Vote 7 Separate Chairman and CEO Positions Against Against 8 Performance-Based/Indexed Options Against Against 9 Expense Stock Options Against For 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 3,090 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 07/17/03 - A Apria Healthcare Group, Inc. 037933108 05/30/03 2,340 *AHG* 1 Elect Directors For For 1.1 Elect Director Vicente Anido, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director I.T. Corley --- For 1.3 Elect Director David L. Goldsmith --- For 1.4 Elect Director Lawrence M. Higby --- For 1.5 Elect Director Richard H. Koppes --- For 1.6 Elect Director Philip R. Lochner, Jr. --- For 1.7 Elect Director Jeri L. Lose --- For 1.8 Elect Director Beverly Benedict Thomas --- For 1.9 Elect Director Ralph V. Whitworth --- For 2 Approve Omnibus Stock Plan For For 09/08/03 - A Bob Evans Farms, Inc. *BOBE* 096761101 07/18/03 1,210 1 Elect Directors For Split 1.1 Elect Director Larry C. Corbin --- For We recommend a vote FOR the directors with the exception of Audit Committee member Robert E.H. Rabold for paying excessive non-audit fees. 1.2 Elect Director Stewart K. Owens --- For 1.3 Elect Director Robert E.H. Rabold --- Withhold 07/16/03 - S Clayton Homes, Inc. 184190106 07/09/03 5,770 1 Approve Merger Agreement For For 07/15/03 - A Constellation Brands, Inc. 21036P108 05/20/03 3,900 *STZ.B* 1 Elect Directors For Split 1.1 Elect Director Thomas C. McDermott as Class A Stock Director --- Withhold WITHHOLD votes from Audit Committee member Thomas C. McDermott for paying excessive non-audit fees. 1.2 Elect Director Paul L. Smith as Class A Stock Director --- Withhold WITHHOLD votes from Audit Committee member Paul L. Smith for paying excessive non-audit fees. 1.3 Elect Director George Bresler as Class B Stock Director --- For 1.4 Elect Director Jeananne K. Hauswald as Class B Stock Director --- Withhold WITHHOLD votes from Audit Committee member Jeananne K. Hauswald for paying excessive non-audit fees. 1.5 Elect Director James A. Locke III as Class B Stock Director --- Withhold WITHHOLD votes from James A. Locke III for standing as an affiliated outsider on the Nominating Committee 1.6 Elect Director Richard Sands, Ph.D. as Class B Stock Director --- For 1.7 Elect Director Robert Sands as Class B Stock Director --- Withhold WITHHOLD votes from Robert Sands for standing as an insider on the Nominating Committee. 2 Ratify Auditors For Against 09/29/03 - A Fidelity National Financial, 316326107 08/18/03 4,725 Inc. *FNF* 1 Increase Authorized Common Stock For For 2 Elect Directors For For 08/04/03 - A GTECH Holdings Corp. *GTK* 400518106 06/13/03 2,400 1 Elect Directors For For 1.1 Elect Director Burnett W. Donoho --- For 1.2 Elect Director James F. McCann --- For 1.3 Elect Director W. Bruce Turner --- For WITHHOLD votes from W. Bruce Turner for standing as an insider on the Nominating Committee. 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 2,570 1 Elect Directors For For 2 Ratify Auditors For For 09/12/03 - A Integrated Device Technology, 458118106 07/21/03 3,590 Inc. *IDTI* 1 Elect Director Gregory S. Lang For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 09/23/03 - A Interstate Bakeries Corp. *IBC* 46072H108 08/08/03 1,560 1 Elect Directors For For 2 Ratify Auditors For For 07/23/03 - A KEMET Corporation *KEM* 488360108 06/13/03 3,700 1 Elect Directors For Withhold 1.1 Elect Director Charles E. Volpe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Dr. Jeffrey A. Graves and affiliated outsider Charles E. Volpe for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Jeffrey A. Graves --- Withhold 2 Ratify Auditors For Against 09/10/03 - A Korn Ferry International *KFY* 500643200 07/22/03 1,300 1 Elect Directors For For 1.1 Elect Director Patti S. Hart --- For 1.2 Elect Director Paul C. Reilly --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 4 Amend Omnibus Stock Plan For Against 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 2,830 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 07/24/03 - A Macromedia, Inc. *MACR* 556100105 05/27/03 2,620 1 Elect Directors For Split 1.1 Elect Director Robert K. Burgess --- For We recommend a vote FOR the directors with the exception of John (Ian) Giffen, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John (Ian) Giffen --- Withhold 1.3 Elect Director William H. Harris, Jr. --- For 1.4 Elect Director Robert A. Kotick --- For 1.5 Elect Director Donald L. Lucas --- For 1.6 Elect Director Timothy O'Reilly --- For 1.7 Elect Director William B. Welty --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/27/03 - A McData Corporation *MCDT* 580031201 07/01/03 4,000 1 Elect Directors For For 1.1 Elect Director Charles C. Johnston --- For 1.2 Elect Director John F. McDonnell --- For 1.3 Elect Director Laurence G. Walker --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 8,735 *MCHP* 1 Elect Directors For For 1.1 Elect Director Steve Sanghi --- For We recommend a vote FOR the directors. 1.2 Elect Director Albert J. Hugo-Martinez --- For 1.3 Elect Director L.B. Day --- For 1.4 Elect Director Matthew W. Chapman --- For 1.5 Elect Director Wade F. Meyercord --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Employee Stock Purchase Plan For For 07/16/03 - A Modine Manufacturing Co. *MODI* 607828100 05/27/03 1,450 1 Elect Directors For For 1.1 Elect Director Frank W. Jones --- For We recommend a vote FOR the directors. 1.2 Elect Director Dennis J. Kuester --- For 1.3 Elect Director Michael T.Yonker --- For 07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 7,950 1 Elect Directors For Split 1.1 Elect Director Milan Puskar --- For We recommend a vote FOR the directors with the exception of Douglas J. Leech. We recommend that shareholders WITHHOLD votes from Douglas J. Leech for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Robert J. Coury --- For 1.3 Elect Director Wendy Cameron --- For 1.4 Elect Director Laurence S. DeLynn --- For 1.5 Elect Director John C. Gaisford, M.D. --- For 1.6 Elect Director Douglas J. Leech --- Withhold 1.7 Elect Director Joseph C. Maroon, M.D. --- For 1.8 Elect Director Patricia A. Sunseri --- For 1.9 Elect Director C.B. Todd --- For 1.10 Elect Director Randall L. Vanderveen, Ph.D. --- For 1.11 Elect Director Stuart A. Williams, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 09/10/03 - S Park Place Entertainment *PPE* 700690100 07/24/03 10,580 1 Change Company Name For For 09/08/03 - A Patterson Dental Co. *PDCO* 703412106 07/14/03 2,400 1 Elect Directors For For 2 Ratify Auditors For For 07/16/03 - A Powerwave Technologies, Inc. 739363109 05/19/03 2,820 *PWAV* 1 Elect Directors For For 1.1 Elect Director Daniel A. Artusi --- For We recommend a vote FOR the directors. 1.2 Elect Director Gregory M. Avis --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Bruce C. Edwards --- For 1.5 Elect Director David L. George --- For 1.6 Elect Director Eugene L. Goda --- For 1.7 Elect Director Carl W. Neun --- For 1.8 Elect Director Safi U. Qureshey --- For 1.9 Elect Director Andrew J. Sukawaty --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/13/03 - A Precision Castparts Corp. *PCP* 740189105 06/20/03 2,320 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 09/03/03 - A Quantum Corp. *QNTM* 747906204 07/07/03 6,060 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan 07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 7,800 1 Elect Directors For For 1.1 Elect Director Robert A. Bruggeworth --- For We recommend a vote FOR the directors. 1.2 Elect Director David A. Norbury --- For 1.3 Elect Director William J. Pratt --- For 1.4 Elect Director Daniel A. Dileo --- For 1.5 Elect Director Dr. Frederick J. Leonberger --- For 1.6 Elect Director Dr. Albert E. Paladino --- For 1.7 Elect Director Erik Van Der Kaay --- For 1.8 Elect Director Walter H. Wilkinson, Jr. --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 09/23/03 - A Scholastic Corp. *SCHL* 807066105 08/01/03 1,380 1 Elect Directors For For 1.1 Elect Director John L. Davies as Common Stock Director --- For 1.2 Elect Director Linda B. Keene as Common Stock Director --- For 1.3 Elect Director John G. McDonald as Common Stock Director --- For 1.4 Elect Director Richard Robinson as Class A Stock Director --- For 1.5 Elect Director Rebeca M. Barrera as Class A Stock Director --- For 1.6 Elect Director Ramon C. Cortines as Class A Stock Director --- For 1.7 Elect Director Charles T. Harris III as Class A Stock Director --- For 1.8 Elect Director Andrew S. Hedden as Class A Stock Director --- For 1.9 Elect Director Mae C. Jemison as Class A Stock Director --- For 1.10 Elect Director Peter M. Mayer as Class A Stock Director --- For 1.11 Elect Director Augustus K. Oliver as Class A Stock Director --- For 1.12 Elect Director Richard M. Spaulding as Class A Stock Director --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Stock For Against Option Plan 08/11/03 - S Sierra Pacific Resources *SRP* 826428104 06/18/03 5,170 1 Approve the Conversion of Securities For For 09/03/03 - A Smithfield Foods, Inc. *SFD* 832248108 07/11/03 3,800 1 Elect Directors For For 2 Ratify Auditors For For 07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 2,970 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 08/14/03 - A The J. M. Smucker Co. *SJM* 832696405 06/16/03 2,188 1 Elect Directors For For 2 Ratify Auditors For For 07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 2,610 1 Elect Directors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MID CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/29/03 - S Activision, Inc. *ATVI* 004930202 12/01/03 3,300 1 Increase Authorized Common Stock For For 10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 4,840 Inc. *ACS* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 11/05/03 - A AmeriCredit Corp. *ACF* 03060R101 09/12/03 5,600 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/06/03 - A Avnet, Inc. *AVT* 053807103 09/08/03 4,240 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 2,450 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 5,640 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 5 Adjourn Meeting For Against 11/13/03 - A Brinker International, Inc. 109641100 09/15/03 3,475 *EAT* 1 Elect Directors For Split 1.1 Elect Director Ronald A. McDougall --- For We recommend a vote FOR the directors with the exceptions of Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard. We recommend that shareholders WITHHOLD votes from Audit Committee members Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard for paying excessive non-audit fees. 1.2 Elect Director Douglas H. Brooks --- For 1.3 Elect Director Dan W. Cook, III --- For 1.4 Elect Director Robert M. Gates --- For 1.5 Elect Director Marvin J. Girouard --- Withhold 1.6 Elect Director Ronald Kirk --- Withhold 1.7 Elect Director George R. Mrkonic --- For 1.8 Elect Director Erle Nye --- For 1.9 Elect Director James E. Oesterreicher --- Withhold 1.10 Elect Director Cece Smith --- Withhold 1.11 Elect Director Roger T. Staubach --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 58.60 percent. Shareholder Proposal 3 Report on the Impact of Genetically Against Against Engineered Products 10/27/03 - A Carpenter Technology Corp. 144285103 08/29/03 790 *CRS* 1 Elect Directors For For 2 Ratify Auditors For For 11/25/03 - A CBRL Group, Inc. *CBRL* 12489V106 09/26/03 1,800 1 Elect Directors For Split 1.1 Elect Director James D. Carreker --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Jimmie D. White, Martha M. Mitchell and B. F. 'Jack' Lowery, and independent outsiders Robert C. Hilton, Robert V. Dale, and James D. Carreker. We recommend that shareholders WITHHOLD votes from Jimmie D. White for standing as an affiliated outsider on the Audit and Compensation committees and for paying excessive non-audit fees, Martha M. Mitchell for standing as affiliated outsider on the Compensation and Nominating committees, and B. F. 'Jack' Lowery for standing as affiliated outsider on the Nominating Committee. We recommend that shareholders WITHHOLD votes from Audit Committee members Jimmie D. White, Robert C. Hilton, Robert V. Dale, and James D. Carreker for paying excessive non-audit fees. 1.2 Elect Director Robert V. Dale --- Withhold 1.3 Elect Director Dan W. Evins --- For 1.4 Elect Director Robert C. Hilton --- Withhold 1.5 Elect Director Charles E. Jones, Jr. --- For 1.6 Elect Director B. F. 'Jack' Lowery --- Withhold 1.7 Elect Director Gordon L. Miller --- For 1.8 Elect Director Martha M. Mitchell --- Withhold 1.9 Elect Director Andrea M. Weiss --- For 1.10 Elect Director Jimmie D. White --- Withhold 1.11 Elect Director Michael A. Woodhouse --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 57.27 percent. 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 2,890 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 3,300 1 Elect Directors For For 1.1 Elect Director Joseph Ellis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Michael Murphy. We recommend that shareholders WITHHOLD votes from Michael Murphy for standing as an affiliated outsider on the Audit and Human Resources & Governance committees. 1.2 Elect Director Lew Frankfort --- For 1.3 Elect Director Sally Frame Kasaks --- For 1.4 Elect Director Gary Loveman --- For 1.5 Elect Director Irene Miller --- For 1.6 Elect Director Keith Monda --- For 1.7 Elect Director Michael Murphy --- For 12/08/03 - A Copart, Inc. *CPRT* 217204106 10/13/03 3,300 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 1,700 *COCO* 1 Elect Directors For Split 1.1 Elect Director Paul R. St. Pierre --- Withhold We recommend a vote FOR the directors with the exception of Paul R. St. Pierre, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Linda Arey Skladany, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/28/03 - A Cree, Inc. *CREE* 225447101 09/04/03 2,600 1 Elect Directors For Split 1.1 Elect Director F. Neal Hunter --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx. We recommend that shareholders WITHHOLD votes from Audit Committee members Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx for paying excessive non-audit fees. 1.2 Elect Director Charles M. Swoboda --- For 1.3 Elect Director John W. Palmour, Ph.D. --- For 1.4 Elect Director Dolph W. von Arx --- Withhold 1.5 Elect Director James E. Dykes --- Withhold 1.6 Elect Director William J. O'Meara --- Withhold 1.7 Elect Director Robert J. Potter, Ph.D. --- Withhold 11/18/03 - A Devry Inc. *DV* 251893103 09/19/03 2,490 1 Elect Directors For For 2 Approve Stock Option Plan For For 3 Ratify Auditors For For 11/21/03 - A Donaldson Co., Inc. *DCI* 257651109 09/26/03 1,590 1 Elect Directors For For 2 Ratify Auditors For For 3 Increase Authorized Common Stock For For 11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 4,360 1 Approve Reorganization Plan For For 11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 1,800 1 Elect Directors For For 1.1 Elect Director Steven E. Nielsen --- For 1.2 Elect Director Stephen C. Coley --- For 2 Approve Omnibus Stock Plan For For 11/20/03 - A Education Management Corp. 28139T101 09/23/03 1,300 *EDMC* 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 2,390 1 Elect Directors For For 2 Ratify Auditors For For 10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 2,500 Inc. *ICST* 1 Elect Directors For Split 1.1 Elect Director Hock E. Tan --- Withhold We recommend that shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock E. Tan for failure to establish an independent nominating committee. 1.2 Elect Director Nam P. Suh, Ph.D. --- For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 2,400 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/28/03 - A Jack Henry & Associates, Inc. 426281101 09/22/03 3,100 *JKHY* 1 Elect Directors For Split 1.1 Elect Director John W. Henry --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Joseph J. Maliekel, George R. Curry, Burton O. George, and James J. Ellis. We recommend that shareholders WITHHOLD votes from Audit Committee members Joseph J. Maliekel, George R. Curry, Burton O. George, and James J. Ellis for paying excessive non-audit fees. 1.2 Elect Director Jerry D. Hall --- For 1.3 Elect Director Michael E. Henry --- For 1.4 Elect Director James J. Ellis --- Withhold 1.5 Elect Director Burton O. George --- Withhold 1.6 Elect Director George R. Curry --- Withhold 1.7 Elect Director Joseph J. Maliekel --- Withhold 10/28/03 - A Kennametal, Inc. *KMT* 489170100 09/09/03 1,260 1 Elect Directors For For 2 Ratify Auditors For For 11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 4,600 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 11/17/03 - A Lancaster Colony Corp. *LANC* 513847103 09/19/03 1,330 1 Elect Directors For For 10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 4,140 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 12/10/03 - A LTX Corporation *LTXX* 502392103 10/31/03 1,900 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 6,080 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For 10/31/03 - S Neuberger Berman Inc. 641234109 09/24/03 2,550 1 Approve Merger Agreement For For 10/29/03 - S New York Community Bancorp, 649445103 09/12/03 5,033 Inc. *NYB* 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 10/07/03 - S Overture Services, Inc. 69039R100 08/27/03 2,300 1 Approve Merger Agreement For For 10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 2,420 1 Elect Directors For For 1.1 Elect Director Gary M. Cohen --- For 1.2 Elect Director David T. Gibbons --- For 1.3 Elect Director Judith A. Hemberger --- For 2 Approve Omnibus Stock Plan For For 10/29/03 - S Roslyn Bancorp, Inc. 778162107 09/12/03 2,800 1 Approve Merger Agreement For For 10/10/03 - A RPM International Inc. *RPM* 749685103 08/15/03 3,990 1 Elect Directors For For 2 Approve Non-Employee Director For For Restricted Stock Plan 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 2,200 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 4,300 1 Elect Directors For Split 1.1 Elect Director Lynn J. Mangum --- For We recommend a vote FOR the directors with the exception of Denis A. Bovin, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Denis A. Bovin --- Withhold 1.3 Elect Director Robert J. Casale --- For 1.4 Elect Director Thomas A. Cooper --- For 1.5 Elect Director Paula G. McInerney --- For 1.6 Elect Director Thomas E. McInerney --- For 1.7 Elect Director Joseph J. Melone --- For 1.8 Elect Director Dennis R. Sheehan --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/21/03 - A The Reader's Digest 755267101 09/26/03 3,590 Association, Inc. *RDA* 1 Elect Directors For For 10/22/03 - A Unifi, Inc. *UFI* 904677101 09/12/03 1,880 1 Approve Decrease in Size of Board For For 2 Elect Directors For Split 2.1 Elect Director William J. Armfield, IV --- For We recommend a vote FOR the directors with the exception of Kenneth G. Langone. We recommend that shareholders WITHHOLD votes from Kenneth G. Langone for standing as an affiliated outsider on the Compensation Committee. 2.2 Elect Director R. Wiley Bourne, Jr. --- For 2.3 Elect Director Charles R. Carter --- For 2.4 Elect Director Sue W. Cole --- For 2.5 Elect Director J.B. Davis --- For 2.6 Elect Director Kenneth G. Langone --- Withhold 2.7 Elect Director Donald F. Orr --- For 2.8 Elect Director Brian R. Parke --- For 2.9 Elect Director G. Alfred Webster --- For 10/28/03 - A Universal Corp. *UVV* 913456109 09/08/03 940 1 Elect Directors For For 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 3,200 1 Amend Omnibus Stock Plan For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT MID CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/22/04 - A AdvancePCS 00790K109 02/05/04 3,700 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director T. Danny Phillips --- Withhold We recommend a vote FOR the directors with the exceptions of Jean-Pierre Millon and T. Danny Phillips. We recommend that shareholders WITHHOLD votes from Jean-Pierre Millon and T. Danny Phillips for failure to establish an independent nominating committee. 2.2 Elect Director Dr. George Poste --- For 2.3 Elect Director Jean-Pierre Millon --- Withhold 3 Approve Omnibus Stock Plan For For 4 Amend Articles For For 5 Ratify Auditors For For 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/31/04 - A Albemarle Corp. *ALB* 012653101 02/13/04 506 1 Elect Directors For For 2 Ratify Auditors For For 01/27/04 - A Apogent Technologies Inc. *AOT* 03760A101 12/01/03 3,590 1 Elect Directors For For 03/11/04 - A Cabot Corp. *CBT* 127055101 01/12/04 2,470 1 Elect Directors For Split 1.1 Elect Director Kennett F. Burnes --- For We recommend a vote FOR the directors with the exception of affiliated outsider Roderick C.G. MacLeod. We recommend that shareholders WITHHOLD votes from Roderick C.G. MacLeod for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John S. Clarkeson --- For 1.3 Elect Director Roderick C.G. MacLeod --- Withhold 1.4 Elect Director Ronaldo H. Schmitz --- For 01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 6,150 1 Elect Directors For For 2 Amend Executive Incentive Bonus Plan For For 3 Other Business For Against 01/26/04 - A Energizer Holdings, Inc. *ENR* 29266R108 11/21/03 3,150 1 Elect Directors For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 1,900 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/03/04 - A Helmerich & Payne, Inc. *HP* 423452101 01/09/04 100 1 Elect Directors For For 02/12/04 - A Hillenbrand Industries, Inc. 431573104 12/17/03 2,430 *HB* 1 Elect Directors For Split 1.1 Elect Director Ray J. Hillenbrand as Class II Director --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Ray J. Hillenbrand. We recommend that shareholders WITHHOLD votes from Ray J. Hillenbrand for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Anne Griswold Peirce as Class II Director --- For 1.3 Elect Director Peter H. Soderberg as Class II Director --- For 2 Elect Director Joanne C. Smith as For For Class III Director 3 Ratify Auditors For For 01/27/04 - A Hormel Foods Corp. *HRL* 440452100 12/01/03 5,400 1 Elect Directors For For 2 Ratify Auditors For For 03/05/04 - A Hovnanian Enterprises, Inc. 442487203 01/16/04 1,200 *HOV* 1 Elect Directors For Split 1.1 Elect Director K. Hovnanian --- Withhold 1.2 Elect Director A. Hovnanian --- Withhold 1.3 Elect Director G. Decesaris, Jr. --- Withhold 1.4 Elect Director A. Greenbaum --- Withhold 1.5 Elect Director D. Mcdonald --- For 1.6 Elect Director J. Robbins --- For 1.7 Elect Director J. Sorsby --- Withhold 1.8 Elect Director S. Weinroth --- For 1.9 Elect Director E. Kangas --- For 2 Ratify Auditors For For 3 Increase Authorized Common Stock For For 4 Approve Executive Incentive Bonus For For Plan 5 Amend Omnibus Stock Plan For Against 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 2,500 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 2,240 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 6,200 1 Elect Directors For Split 1.1 Elect Director Irving Bolotin --- Withhold We recommend a vote FOR the directors with the exception of Irving Bolotin from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director R. Kirk Landon --- For 1.3 Elect Director Donna E. Shalala --- For 2 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/02/04 - A Longview Fibre Co. *LFB* 543213102 01/07/04 100 1 Elect Directors For Split 1.1 Elect Director Robert E. Wertheimer --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Robert E. Wertheimer. We recommend that shareholders WITHHOLD votes from Robert E. Wertheimer for failure to establish a majority independent board. 1.2 Elect Director John R. Kretchmer --- For 1.3 Elect Director Robert A. Kirchner --- For 2 Proposal to Split the Company into Against Against 3 Separate Entities The operation of the company's business segments on a stand-alone basis is an alternative that the board periodically explores. We believe that the decision to implement such alternative business plan is best left to the board and management. As such, we do not believe this item warrants shareholder support. 02/19/04 - A National Fuel Gas Co. *NFG* 636180101 12/22/03 3,160 1 Elect Directors For Split 1.1 Elect Director Philip C. Ackerman --- For 1.2 Elect Director Bernard S. Lee --- Withhold 2 Ratify Auditors For Against Shareholder Proposal 3 Limit Awards to Executives Against Against 03/11/04 - A Nordson Corp. *NDSN* 655663102 01/14/04 1,480 1 Elect Directors For Split 1.1 Elect Director William D. Ginn --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Stephen R. Hardis and affiliated outsider William D. Ginn. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. We recommend that shareholders WITHHOLD votes from William D. Ginn for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William L. Robinson --- For 1.4 Elect Director Benedict P. Rosen --- For 2 Approve Omnibus Stock Plan For Against The total cost of the company's plans of 34.70 percent is above the allowable cap for this company of 12.03 percent. 3 Approve Executive Incentive Bonus For For Plan 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 1,700 1 Elect Directors For For 2 Ratify Auditors For For 02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 1,800 *RJF* 1 Elect Directors For For 1.1 Elect Director Angela M. Biever --- For We recommend a vote FOR the directors. 1.2 Elect Director Jonathan A. Bulkley --- For 1.3 Elect Director Francis S. Godbold --- For 1.4 Elect Director H. William Habermeyer, Jr. --- For 1.5 Elect Director Chet Helck --- For 1.6 Elect Director Harvard H. Hill, Jr., CFP --- For 1.7 Elect Director Thomas A. James --- For 1.8 Elect Director Dr. Paul W. Marshall --- For 1.9 Elect Director Kenneth A. Shields --- For 1.10 Elect Director Hardwick Simmons --- For 2 Approve Incentive Compensation For For Criteria for Certain Executive Officers Because qualification of the above incentive compensation criteria under 162(m) will provide the company with tax deductibility, we recommend a vote FOR this proposal. 3 Ratify Auditors For For 01/16/04 - S Sicor, Inc. 825846108 12/09/03 4,700 1 Approve Merger Agreement For For 03/24/04 - S The Dial Corporation 25247D101 02/17/04 3,800 1 Approve Merger Agreement For For 2 Other Business For Against 01/16/04 - A The Neiman Marcus Group, Inc. 640204202 11/18/03 1,810 *NMG.A* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For Shareholder Proposal 4 Provide for Cumulative Voting Against Against 01/29/04 - A The Scotts Co. *SMG* 810186106 12/05/03 1,000 1 Elect Directors For For 03/16/04 - S The Titan Corp. *TTN* 888266103 02/09/04 599 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 02/06/04 - A Tyson Foods, Inc. *TSN* 902494103 12/23/03 13,422 1 Elect Directors For Split 1.1 Elect Director Don Tyson --- Withhold We recommend a vote FOR Lloyd V. Hackley. We recommend that shareholders WITHHOLD votes from Audit Committee members Jo Ann R. Smith, David A. Jones, and Jim Kever for paying excessive non-audit fees, and Don Tyson, John Tyson, Barbara A. Tyson, Richard L. Bond and Leland E. Tollett for failure to have a majority independent board. 1.2 Elect Director John Tyson --- Withhold 1.3 Elect Director Leland E. Tollett --- Withhold 1.4 Elect Director Barbara A. Tyson --- Withhold 1.5 Elect Director Lloyd V. Hackley --- For 1.6 Elect Director Jim Kever --- For 1.7 Elect Director David A. Jones --- For 1.8 Elect Director Richard L. Bond --- Withhold 1.9 Elect Director Jo Ann R. Smith --- For 2 Amend Omnibus Stock Plan For For The total cost of the company's plans of 6.91 percent is within the allowable cap for this company of 7.56 percent. 3 Approve Employee Stock Purchase Plan For Against Despite the fact that the plan complies with Section 423 of the Internal Revenue Code and that the number of shares that would be reserved is reasonable, we do not support the plan because the plan does not specify an offering period. 4 Ratify Auditors For For Shareholder Proposals 5 Remove Supervoting Rights for Class Against For B Common Stock We support the elimination of dual-class capital structures with unequal voting rights, which can create impediments to a takeover and cause shareholders' voting rights to be disproportionate to their economic investment in a company. Therefore, we believe this amendment warrants shareholder support. 6 Separate Chairman and CEO Positions Against Against 02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 1,400 1 Elect Directors For For 1.1 Elect Director John G. McDonald --- For 1.2 Elect Director Wayne R. Moon --- For 2 Approve/Amend Executive Incentive For For Bonus Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 2,700 *VAR* 1 Elect Directors For For 1.1 Elect Director John Seely Brown --- For We recommend a vote FOR the directors with the exception of Terry R. Lautenbach. We recommend that shareholders WITHHOLD votes from Audit Committee member Terry R. Lautenbach for paying excessive non-audit fees. 1.2 Elect Director Samuel Hellman --- For 1.3 Elect Director Terry R. Lautenbach --- For 2 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 2,700 1 Elect Directors For Split 1.1 Elect Director Thomas F. Kenney --- For 1.2 Elect Director Derek L. Chinn --- Withhold WITHHOLD votes from Derek L. Chinn for standing as an affiliated outsider on the Audit Committee and W. Alden Harris for standing as an affiliated outsider on the Compensation Committee. 1.3 Elect Director W. Alden Harris --- Withhold 1.4 Elect Director Guy C. Pinkerton --- For 2 Ratify Auditors For For 03/02/04 - A WGL Holdings, Inc. *WGL* 92924F106 01/12/04 1,990 1 Elect Directors For For 2 Ratify Auditors For For 3 Provide for Cumulative Voting Against Against Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MID CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 3,460 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 3,970 1 Elect Directors For Split Mgmt 1.1 Elect Director John A. Golden --- For We recommend a vote FOR the directors with the exception of insider Seth R. Johnson. We recommend that shareholders WITHHOLD votes from Seth R. Johnson for failure to establish a majority independent board. 1.2 Elect Director Seth R. Johnson --- Withhold 1.3 Elect Director Edward F. Limato --- For 04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 3,260 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 3,600 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 1,400 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan The total cost of the company's plans of 24.50 percent is above the allowable cap for this company of 19.88 percent. 3 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 23.63 percent is above the allowable cap for this company of 19.88 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Equity grants including stock options and restricted stock to top five named 4 Ratify Auditors For For Mgmt 04/22/04 - A AGCO Corp. *AG* 001084102 03/12/04 3,110 1 Elect Directors For For Mgmt 2 Prepare Sustainability Report Against For ShrHoldr While AGCO does have a code of conduct for employees available on the company website, discussion on issues of community involvement, diversity, workplace health and safety, and sustainable growth could be improved and included as part of a comprehensive report. Moreover, some industry peers and competitors have implemented substantial reporting initiatives on these topics. Additionally, while the GRI may not focus on issues specific to AGCO's industry, we do not believe that the incremental approach advocated by the GRI would be overly burdensome for the company to implement. Therefore, considering the lack of disclosure relative to other companies in the industry and the potential benefits that could be derived from increased reporting, we recommend a vote for this proposal. 04/28/04 - A AGL Resources Inc. *ATG* 001204106 02/20/04 2,460 1 Elect Directors For For Mgmt 05/18/04 - PC Alaska Air Group, Inc. *ALK* 011659109 03/19/04 1,060 MANAGEMENT PROXY (WHITE) 1 Elect Directors For Split Mgmt 1.1 Elect Director William S. Ayer --- Withhold We recommend shareholders vote FOR Mr. Madsen and WITHHOLD votes from Mr. Ayer, Mr. Langland and Mr. Rindlaub for failure to implement the shareholder poison pill proposal on management's proxy. We recommend shareholders DO NOT VOTE the dissidents' proxy. 1.2 Elect Director Dennis F. Madsen --- For 1.3 Elect Director R. Marc Langland --- Withhold 1.4 Elect Director John V. Rindlaub --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Adopt Simple Majority Vote Against For ShrHoldr Requirement We support shareholder proposals seeking to eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. Although we commend the company for its efforts to reduce its supermajority vote requirement, we encourage the company to take all necessary steps to obtain shareholder approval, or at least seriously investigate viable methods for obtaining an 80-percent vote. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Amend By Laws to Adopt Policy for Against Against ShrHoldr Shareholder Proposals or Director Elections Because the proposal's wording is unclear as to the specific request being made, we recommend that shareholders vote against this proposal. 6 Amend By Laws to Adopt Policy on Against For ShrHoldr Lead Independent Director Because the shareholder proposal comports with our guidelines on effective lead directorships, we recommend that shareholders support this proposal. 7 Amend By Laws to Adopt Policy on Against For ShrHoldr Independent Chairman of the Board Because the company does not have the countervailing structure that we require to approve of a single chairman and CEO, we recommend that shareholders support this proposal. 8 Provide for Confidential Voting Against For ShrHoldr This clause for contested elections strikes the right balance, as the company will be bound by confidential voting only when a dissident group must also adhere to the policy. 9 Adopt Report on Employee Stock Against Against ShrHoldr Ownership Based on the confidentiality restrictions that the company is subject to and the undue expense of updating the requested report on a quarterly basis, we recommend that shareholders oppose this request. 10 Restore or Provide for Cumulative Against Against ShrHoldr Voting DISSIDENT PROXY 1 Elect Directors (Opposition Slate) For DoNotVote Mgmt 2 Approve Omnibus Stock Plan Against DoNotVote Mgmt 3 Adopt Simple Majority Vote For DoNotVote ShrHoldr Requirement 4 Submit Shareholder Rights Plan For DoNotVote ShrHoldr (Poison Pill) to Shareholder Vote 5 Amend By Laws to Adopt Policy for For DoNotVote ShrHoldr Shareholder Proposals or Director Elections 6 Amend Bylaws to Adopt Policy on For DoNotVote ShrHoldr Lead Independent Director 7 Amend Bylaws to Adopt Policy on For DoNotVote ShrHoldr Independent Chairman of the Board 8 Provide for Confidential Voting For DoNotVote ShrHoldr 9 Adopt Report on Employee Stock For DoNotVote ShrHoldr Ownership 10 Provide for Cumulative Voting For DoNotVote ShrHoldr 11 Amend Bylaws to Establish New For DoNotVote ShrHoldr Election Standards 12 Amend Bylaws Regarding Majority For DoNotVote ShrHoldr Votes 04/22/04 - A Alexander & Baldwin, Inc. 014482103 02/19/04 1,850 *ALEX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Chun --- For We recommend a vote FOR the directors with the exception of Walter A. Dods, Jr.. We recommend that shareholders WITHHOLD votes from Walter A. Dods, Jr. for standing as an affiliated outsider on the Audit Committee and Walter A. Dods, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Allen Doane --- For 1.3 Elect Director Walter A. Dods, Jr. --- Withhold 1.4 Elect Director Charles G. King --- For 1.5 Elect Director Constance H. Lau --- For 1.6 Elect Director Carson R. McKissick --- For 1.7 Elect Director Maryanna G. Shaw --- For 1.8 Elect Director Charles M. Stockholm --- For 1.9 Elect Director Jeffrey N. Watanabe --- For 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/11/04 - A Allete Inc. *ALE* 018522102 03/12/04 3,630 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Alliant Energy Corp. *LNT* 018802108 04/01/04 4,670 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/04/04 - A Allmerica Financial Corp. 019754100 03/22/04 2,160 *AFC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/04 - A American Eagle Outfitters, 02553E106 04/30/04 2,778 Inc. *AEOS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon P. Diamond --- Withhold We recommend that shareholders vote FOR Janice E. Page but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider James V. O'Donnell and affiliated outsider Jon P. Diamond for failure to establish a majority independent board. 1.2 Elect Director James V. O'Donnell --- Withhold 1.3 Elect Director Janice E. Page --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 3 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 05/25/04 - A American Financial Group, Inc. 025932104 03/31/04 2,999 *AFG* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/13/04 - A AmerUs Group Co. *AMH* 03072M108 03/08/04 100 1 Elect Directors For For Mgmt 2 Amend Articles For For Mgmt 3 Approve Deferred Compensation Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A AMETEK, Inc. *AME* 031100100 03/26/04 2,740 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 1,800 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 06/28/04 - S Apogent Technologies Inc. 03760A101 05/14/04 3,890 *AOT* 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 2,300 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 04/21/04 - A Apria Healthcare Group, Inc. 037933108 03/17/04 2,040 *AHG* 1 Elect Directors For For Mgmt 05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 3,616 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares is above the allowable threshold of 160,000,000 shares. 3 Approve Omnibus Stock Plan For For Mgmt 05/05/04 - A Aquila Inc. *ILA* 03840P102 03/08/04 8,090 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. Baker --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider John R. Baker. We recommend that shareholders WITHHOLD votes from John R. Baker for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Irvine O. Hockaday, Jr. --- For 1.3 Elect Director Heidi E. Hutter --- For 1.4 Elect Director Dr. Stanley O. Ikenberry --- For 04/22/04 - A Arch Coal, Inc. *ACI* 039380100 03/01/04 2,100 1 Elect Directors For For Mgmt 05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 4,620 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Arthur J. Gallagher & Co. 363576109 03/22/04 3,700 *AJG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/18/04 - A Ascential Software Corp. 04362P207 04/26/04 2,595 *ASCL* 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Associated Banc-Corp. *ASBC* 045487105 02/20/04 1,315 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 3,280 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/12/04 - A Atmel Corp. *ATML* 049513104 03/16/04 19,560 1 Elect Directors For Split Mgmt 1.1 Elect Director George Perlegos --- Withhold We recommend a vote FOR the directors with the exceptions of insiders George Perlegos, Gust Perlegos, Tsung-Ching Wu, and affiliated outsider Norm Hall. We recommend that shareholders WITHHOLD votes from George Perlegos, Gust Perlegos and Tsung-Ching Wu for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Norm Hall for standing as an affiliated outsider on the Compensation Committee and for failure to establish a majority independent board. 1.2 Elect Director Gust Perlegos --- Withhold 1.3 Elect Director Tsung-Ching Wu --- Withhold 1.4 Elect Director T. Peter Thomas --- For 1.5 Elect Director Norm Hall --- Withhold 1.6 Elect Director Pierre Fougere --- For 1.7 Elect Director Dr. Chaiho Kim --- For 1.8 Elect Director David Sugishita --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 2,160 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Bandag Inc. *BDG* 059815100 03/05/04 880 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 19.91 percent is above the allowable cap for this company of 10.13 percent. 3 Ratify Auditors For For Mgmt 04/27/04 - A Banknorth Group, Inc. *BNK* 06646R107 03/08/04 6,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Banta Corp. *BN* 066821109 03/05/04 1,110 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/04 - A Barnes & Noble, Inc. *BKS* 067774109 04/12/04 2,960 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Increase in Size of Board For For Mgmt 5 Ratify Auditors For For Mgmt 04/01/04 - A Beckman Coulter, Inc. *BEC* 075811109 02/02/04 2,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald W. Dollens --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Ronald W. Dollens. We recommend that shareholders WITHHOLD votes from Ronald W. Dollens for poor attendance. 1.2 Elect Director Charles A. Haggerty --- For 1.3 Elect Director William N. Kelley, M.D. --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 4,710 1 Elect Directors For For Mgmt 1.1 Elect Director Louis E. Caldera --- For 1.2 Elect Director J. L. Craven, M.D., Mph --- For 1.3 Elect Director Stephen Hamblett --- For 1.4 Elect Director Dealey D. Herndon --- For 1.5 Elect Director Wayne R. Sanders --- For 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 12.31 percent is above the allowable cap for this company of 8.08 percent. 05/20/04 - A BJ *BJ* 05548J106 04/05/04 2,820 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Black Hills Corp. *BKH* 092113109 04/07/04 1,480 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/24/04 - A Blyth Inc. *BTH* 09643P108 05/13/04 4,020 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert B. Goergen --- For We recommend a vote FOR the directors with the exception of affiliated outsider Howard E. Rose. We recommend that shareholders WITHHOLD votes from Howard E. Rose for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Neal I. Goldman --- For 1.3 Elect Director Howard E. Rose --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/20/04 - A Borders Group, Inc. *BGP* 099709107 03/23/04 3,160 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Borg-Warner, Inc. *BWA* 099724106 03/05/04 1,120 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Considering the company's recent stock price information, the split appears to be in shareholders' best interests. However, the requested increase in authorized common stock is excessive. 4 Ratify Auditors For For Mgmt 05/12/04 - A Bowater Inc. *BOW* 102183100 03/15/04 2,240 1 Elect Directors For For Mgmt 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 2,800 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Brown & Brown, Inc. *BRO* 115236101 03/01/04 2,800 1 Elect Directors For For Mgmt 05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 3,420 *CHRW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Cadence Design Systems, Inc. 127387108 04/23/04 10,880 *CDN* 1 Elect Directors For Split Mgmt 1.1 Elect Director H. Raymond Bingham --- For We recommend a vote FOR the directors with the exception of independent outsider Sean M. Maloney. We recommend that shareholders WITHHOLD votes from Sean M. Maloney for poor attendance. 1.2 Elect Director Susan L. Bostrom --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Sean M. Maloney --- Withhold 1.5 Elect Director Alberto Sangiovanni-Vincentelli --- For 1.6 Elect Director George M. Scalise --- For 1.7 Elect Director John B. Shoven --- For 1.8 Elect Director Roger S. Siboni --- For 1.9 Elect Director Lip-Bu Tan --- For 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 15.42 percent is above the allowable cap for this company of 12.56 percent. Additionally, this company has repriced stock options without shareholder approval in the past. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A Caesar's Entertainment *CZR* 127687101 04/06/04 12,480 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Callaway Golf Co. *ELY* 131193104 03/26/04 3,250 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald A. Drapeau --- For We recommend a vote FOR the directors with the exception of independent outsider Yotaro Kobayashi. We recommend that shareholders WITHHOLD votes from Yotaro Kobayashi for poor attendance. 1.2 Elect Director Samuel H. Armacost --- For 1.3 Elect Director William C. Baker --- For 1.4 Elect Director Ronald S. Beard --- For 1.5 Elect Director John C. Cushman, III --- For 1.6 Elect Director Yotaro Kobayashi --- Withhold 1.7 Elect Director Richard L. Rosenfield --- For 1.8 Elect Director Anthony S. Thornley --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 4,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 3,640 1 Elect Directors For For Mgmt 1.1 Elect Director Michelle L. Collins --- For 1.2 Elect Director Casey G. Cowell --- For 1.3 Elect Director John A. Edwardson --- For 1.4 Elect Director Daniel S. Goldin --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Michael P. Krasny --- For 1.7 Elect Director Terry L. Lengfelder --- For 1.8 Elect Director Susan D. Wellington --- For 1.9 Elect Director Brian E. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent. 05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 6,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/13/04 - A CERTEGY INC *CEY* 156880106 03/15/04 2,600 1 Elect Directors For For Mgmt 05/12/04 - A Charles River Laboratories 159864107 03/15/04 1,800 International, Inc. *CRL* 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Foster --- For We recommend a vote FOR the directors with the exception of affiliated outsider George M. Milne. We recommend that shareholders WITHHOLD votes from George M. Milne for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Robert Cawthorn --- For 1.3 Elect Director Stephen D. Chubb --- For 1.4 Elect Director George E. Massaro --- For 1.5 Elect Director George M. Milne --- Withhold 1.6 Elect Director Douglas E. Rogers --- For 1.7 Elect Director Samuel O. Thier --- For 1.8 Elect Director William H. Waltrip --- For 2 Ratify Auditors For For Mgmt 06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 3,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Helene B. Gralnick --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Scott A. Edmonds and Helene B. Granick. We recommend that shareholders WITHHOLD votes from Scott A. Edmonds and Helene B. Granick for failure to establish a majority independent board. 1.2 Elect Director Verna K. Gibson --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director Scott A. Edmonds --- Withhold 2 Change Range for Size of the Board For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 3,533 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 1,820 *CHD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Cincinnati Bell Inc. *CBB* 171871106 02/25/04 10,010 1 Elect Directors For For Mgmt 04/28/04 - A City National Corp. *CYN* 178566105 03/01/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Russell Goldsmith --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald L. Olson. We recommend that shareholders WITHHOLD votes from Ronald L. Olson for poor attendance. 1.2 Elect Director Michael L. Meyer --- For 1.3 Elect Director Ronald L. Olson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 06/23/04 - A Claire *CLE* 179584107 04/30/04 4,160 1 Elect Directors For Split Mgmt 1.1 Elect Director Marla L. Schaefer --- Withhold We recommend a vote FOR the directors with the exception of insiders Ira D. Kaplan, E. Bonnie Schaefer, and Marla L. Schaefer. We recommend that shareholders WITHHOLD votes from Ira D. Kaplan, E. Bonnie Schaefer, and Marla L. Schaefer for failure to establish a majority independent board. 1.2 Elect Director E. Bonnie Schaefer --- Withhold 1.3 Elect Director Ira D. Kaplan --- Withhold 1.4 Elect Director Bruce G. Miller --- For 1.5 Elect Director Steven H. Tishman --- For 1.6 Elect Director Todd D. Jick --- For 1.7 Elect Director Ann Spector Leiff --- For 2 Adopt MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the lack of any specific controversies regarding the company's operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. 04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 2,110 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 2,800 Corp. *CTSH* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Common Stock 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.89 percent is above the allowable cap for this company of 12.74 percent. 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/11/04 - A Commerce Bancorp, Inc. *CBH* 200519106 04/23/04 3,200 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For Against Mgmt The total cost of the company's plans of 13.98 percent is above the allowable cap for this company of 10.27 percent. 3 Increase Authorized Common Stock For Against Mgmt The requested increase of 350,000,000 shares is above the allowable threshold of 240,000,000 shares. 4 Ratify Auditors For For Mgmt 05/07/04 - A CommScope, Inc. *CTV* 203372107 03/11/04 2,530 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 4,000 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/19/04 - A Compass Bancshares, Inc. 20449H109 03/05/04 5,020 *CBSS* 1 Elect Directors For For Mgmt 2 Adopt Dividend Reinvestment Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare Sustainability Report Against Against ShrHoldr 04/29/04 - A Covance Inc. *CVD* 222816100 03/10/04 2,490 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Robert M. Baylis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Irwin Lerner and Robert M. Baylis for failure to implement the board declassification proposal. 1.2 Elect Director Irwin Lerner --- Withhold 2 Declassify the Board of Directors Against Against ShrHoldr 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/03/04 - A Coventry Health Care Inc. 222862104 04/05/04 3,700 *CVH* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Crompton Corporation *CK* 227116100 02/27/04 4,569 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A CSG Systems International, 126349109 03/30/04 2,140 Inc. *CSGS* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 2,200 *CFR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/04 - A Cypress Semiconductor Corp. 232806109 03/01/04 100 *CY* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the plan of 29.96 percent is above the allowable cap for this company of 12.74 percent. 3 Ratify Auditors For For Mgmt 04/22/04 - A Cytec Industries Inc. *CYT* 232820100 02/23/04 1,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 4,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 6,413 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Ronald Kirk for standing as an affiliated outsider on the Nominating Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from insiders Gregg L. Engles and Alan J. Bernon, and independent outsiders Joseph S. Hardin, Jr. and John S. Llewellyn, Jr. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 05/10/04 - A Dentsply International, Inc. 249030107 03/25/04 3,260 *XRAY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Diebold, Inc. *DBD* 253651103 02/27/04 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 4,970 *DLTR* 1 Change Range for Size of the Board For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 05/11/04 - A DST Systems, Inc. *DST* 233326107 03/12/04 3,460 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Edward Allinson --- Withhold We recommend a vote FOR Michael G. Fitt with the exception of affiliated outsider A. Edward Allinson. We recommend that shareholders WITHHOLD votes from A. Edward Allinson for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Michael G. Fitt --- For 2 Increase Authorized Common Stock For For Mgmt 05/27/04 - A Duquesne Light Holdings Inc 266233105 03/10/04 100 *DQE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Doreen E. Boyce --- For We recommend a vote FOR the directors with the exception of affiliated outsider Charles C. Cohen. We recommend that shareholders WITHHOLD votes from Charles C. Cohen for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Charles C. Cohen --- Withhold 1.3 Elect Director Morgan K. O'Brien --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/12/04 - A Edwards Lifesciences 28176E108 03/19/04 2,390 Corporation *EW* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert A. Ingram --- Withhold We recommend a vote FOR Vernon R. Loucks, Jr. but WITHHOLD votes from independent outsider Robert A. Ingram. We recommend that shareholders WITHHOLD votes from Robert A. Ingram for sitting on more than six boards. 1.2 Elect Director Vernon R. Loucks Jr. --- For 2 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 3 Ratify Auditors For For Mgmt 06/30/04 - A Emmis Communications Corp. 291525103 04/23/04 226 *EMMS* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jeffrey H. Smulyan --- Withhold We recommend shareholders WITHHOLD votes from all of the nominees. We recommend shareholders withhold votes from insiders Jeffrey H. Smulyan and Walter Z. Berger and from affiliated outsider Greg A. Nathanson for failure to establish a majority independent board of directors. 1.2 Elect Director Walter Z. Berger --- Withhold 1.3 Elect Director Greg A. Nathanson --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/18/04 - A Energy East Corporation *EAS* 29266M109 04/22/04 6,050 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Eliminate Cumulative Voting For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 6,170 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 2,100 *ETM* 1 Elect Directors For For Mgmt 04/14/04 - A Equitable Resources, Inc. 294549100 02/17/04 2,600 *EQT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A Expeditors International Of 302130109 03/10/04 4,300 Washington, Inc. *EXPD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter J. Rose --- Withhold We recommend a vote FOR the directors with the exceptions of insiders R. Jordan Gates, James L.K. Wang and Peter J. Rose. We recommend that shareholders WITHHOLD votes from R. Jordan Gates, James L.K. Wang and Peter J. Rose for poor disclosure of the members of the nominating committee. 1.2 Elect Director James L.K. Wang --- Withhold 1.3 Elect Director R. Jordan Gates --- Withhold 1.4 Elect Director James J. Casey --- For 1.5 Elect Director Dan P. Kourkoumelis --- For 1.6 Elect Director Michael J. Malone --- For 1.7 Elect Director John W. Meisenbach --- For 05/07/04 - S Extended Stay America, Inc. 30224P101 04/08/04 4,100 1 Approve Merger Agreement For For Mgmt 05/04/04 - A Fairchild Semiconductor 303726103 03/10/04 4,800 International, Inc. *FCS* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A Federal Signal Corp. *FSS* 313855108 03/02/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Ferro Corp. *FOE* 315405100 03/05/04 200 1 Elect Directors For For Mgmt 05/13/04 - A First American Corp. *FAF* 318522307 03/24/04 3,200 1 Elect Directors For For Mgmt 05/13/04 - A First Health Group Corp. 320960107 03/26/04 3,820 *FHCC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin, Phd --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald H. Galowich. We recommend that shareholders WITHHOLD votes from Ronald H. Galowich for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Daniel S. Brunner --- For 1.3 Elect Director Raul Cesan --- For 1.4 Elect Director Ronald H. Galowich --- Withhold 1.5 Elect Director Harold S. Handelsman --- For 1.6 Elect Director Don Logan --- For 1.7 Elect Director William Mayer --- For 1.8 Elect Director David E. Simon --- For 1.9 Elect Director James C. Smith --- For 1.10 Elect Director Edward L. Wristen --- For 2 Ratify Auditors For For Mgmt 04/21/04 - A FirstMerit Corp. *FMER* 337915102 02/23/04 100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/22/04 - A Flowserve Corp. *FLS* 34354P105 04/29/04 2,420 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/04 - A FMC Corp. *FMC* 302491303 03/01/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 2,800 1 Elect Directors For For Mgmt 1.1 Elect Director Asbjorn Larsen --- For We recommend a vote FOR the directors with the exception of affiliated outsider James R. Thompson. We recommend that shareholders WITHHOLD votes from James R. Thompson for standing as an affiliated outsider on the Compensation and Nominating & Governance committees. 1.2 Elect Director Joseph H. Netherland --- For 1.3 Elect Director James R. Thompson --- For 05/13/04 - A Forest Oil Corp. *FST* 346091705 03/15/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/30/04 - A Gartner , Inc. *IT* 366651107 05/03/04 2,701 1 Elect Directors For For Mgmt 04/23/04 - A GATX Corp. *GMT* 361448103 03/05/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 3,100 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 8,320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 04/28/04 - A GLATFELTER *GLT* 377316104 03/03/04 1,860 1 Elect Directors For For Mgmt 1.1 Elect Director Kathleen A. Dahlberg --- For 1.2 Elect Director Richard C. III --- For 1.3 Elect Director Lee C. Stewart --- For 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although the company currently does not have a poison pill, we believe that any future adoption of a pill should be submitted to a shareholder vote. 04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/04 - A Granite Construction Inc. 387328107 03/26/04 1,845 *GVA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rebecca A. McDonald --- For We recommend a vote FOR the directors with the exception of affiliated outsider George B. Searle. We recommend that shareholders WITHHOLD votes from George B. Searle for standing as an affiliated outsider on the Audit/Compliance and Compensation committees. 1.2 Elect Director George B. Searle --- Withhold 1.3 Elect Director William G. Dorey --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Ratify Auditors For For Mgmt 05/11/04 - A Grant Prideco Inc *GRP* 38821G101 03/22/04 5,120 1 Elect Directors For For Mgmt 05/25/04 - A Greater Bay Bancorp *GBBK* 391648102 03/31/04 100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Declassify the Board of Directors Against Against Mgmt 6 Declassify the Board of Directors Against Against ShrHoldr 04/30/04 - A GreenPoint Financial Corp. 395384100 03/19/04 5,455 *GPT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Hanover Compressor Co. *HC* 410768105 03/31/04 3,090 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Harsco Corp. *HSC* 415864107 03/04/04 1,740 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Harte-Hanks, Inc. *HHS* 416196103 03/31/04 3,620 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/20/04 - A Hawaiian Electric Industries, 419870100 02/11/04 100 Inc. *HE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Victor Hao Li, S.J.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jeffrey N. Watanabe. We recommend that shareholders WITHHOLD votes from Jeffrey N. Watanabe for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director T. Michael May --- For 1.3 Elect Director Diane J. Plotts --- For 1.4 Elect Director Kelvin H. Taketa --- For 1.5 Elect Director Jeffrey N. Watanabe --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 200 *HCC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/13/04 - A Health Net, Inc. *HNT* 42222G108 03/19/04 4,640 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Thomas Bouchard --- For We recommend a vote FOR the directors with the exception of Roger F. Greaves. We recommend that shareholders WITHHOLD votes from Roger F. Greaves for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Theodore F. Craver, Jr. --- For 1.3 Elect Director Thomas T. Farley --- For 1.4 Elect Director Gale S. Fitzgerald --- For 1.5 Elect Director Patrick Foley --- For 1.6 Elect Director Jay M. Gellert --- For 1.7 Elect Director Roger F. Greaves --- Withhold 1.8 Elect Director Richard W. Hanselman --- For 1.9 Elect Director Richard J. Stegemeier --- For 1.10 Elect Director Bruce G. Willison --- For 1.11 Elect Director Frederick C. Yeager --- For 2 Eliminate Class of Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/21/04 - A Hibernia Corp. *HIB* 428656102 02/25/04 6,160 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 2,300 *HIW* 1 Elect Directors For For Mgmt 1.1 Elect Director Edward J. Fritsch --- For 1.2 Elect Director Lawrence S. Kaplan --- For 1.3 Elect Director L. Glenn Orr, Jr. --- For 1.4 Elect Director William E. Graham, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/04 - A HNI CORP *HNI* 438092108 03/05/04 2,510 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Amend Articles to Remove For For Mgmt Antitakeover Provisions 05/25/04 - A Horace Mann Educators Corp. 440327104 03/26/04 100 *HMN* 1 Elect Directors For For Mgmt 05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 2,800 *HPT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Trustee Arthur G. Koumantzelis --- Withhold We recommend withholding votes from independent outsider Arthur G. Koumantzelis. We recommend that shareholders WITHHOLD votes from Arthur G. Koumantzelis for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 2,430 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A IDACORP, Inc. *IDA* 451107106 04/01/04 1,719 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Charitable Contributions Against Against ShrHoldr 05/05/04 - A Imation Corp. *IMN* 45245A107 03/12/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/14/04 - A IMC Global Inc. *IGL* 449669100 03/31/04 4,402 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/24/04 - A Independence Community Bank 453414104 05/11/04 3,500 Corp. *ICBC* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A IndyMac Bancorp, Inc. *NDE* 456607100 03/01/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael W. Perry --- For We recommend a vote FOR the directors with the exception of Patrick C. Haden. We recommend that shareholders WITHHOLD votes from Patrick C. Haden for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Louis E. Caldera --- For 1.3 Elect Director Lyle E. Gramley --- For 1.4 Elect Director Hugh M. Grant --- For 1.5 Elect Director Patrick C. Haden --- Withhold 1.6 Elect Director Terrance G. Hodel --- For 1.7 Elect Director Robert L. Hunt II --- For 1.8 Elect Director James R. Ukropina --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/04 - A Internet Security Systems, 46060X107 04/02/04 2,100 Inc. *ISSX* 1 Elect Directors For For Mgmt 05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 1,800 *ESI* 1 Elect Directors For For Mgmt 1.1 Elect Director Rene R. Champagne --- For 1.2 Elect Director John F. Cozzi --- For 1.3 Elect Director James D. Fowler, Jr. --- For 1.4 Elect Director Harris N. Miller --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares, is above the allowable threshold of 187,500,000 shares. 04/22/04 - A J. B. Hunt Transport Services, 445658107 02/27/04 3,200 Inc. *JBHT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/04 - A Jefferies Group, Inc *JEF* 472319102 03/26/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director W. Patrick Campbell --- For 1.2 Elect Director Richard G. Dooley --- For 1.3 Elect Director Richard B. Handler --- For 1.4 Elect Director Frank J. Macchiarola --- For 1.5 Elect Director John C. Shaw, Jr. --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 400,000,000 shares is above the allowable threshold of 170,000,000 shares. 05/27/04 - A Keane, Inc. *KEA* 486665102 03/29/04 2,600 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 3,960 Inc. *LLL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 05/11/04 - A Lattice Semiconductor Corp. 518415104 03/18/04 4,700 *LSCC* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/25/04 - A Laureate Education Inc. 871399101 04/16/04 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 2,760 1 Elect Directors For For Mgmt 1.1 Elect Director Larry W. McCurdy --- For 1.2 Elect Director Roy E. Parrott --- For 1.3 Elect Director Richard F. Wallman --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote We note that the board emphasizes in the 2004 proxy statement that this proposal, if supported by a majority of votes cast, would not be binding on the board and therefore would not necessarily effectuate any changes to the poison pill. Our opinion is that where shareholders express their views clearly through voting for a proposal, that opinion should be listened to by the company's board directors. Further, where a board consistently ignores or fails to implement a proposal approved by a majority of shareholder votes cast, we believe that this may provide adequate reason for recommending withholding votes for future director elections. While we welcome the company's introduction of a board committee review process for the poison pill, poison pills greatly alter the balance of power between shareholders and management, and shareholders should be allowed to make their own evaluation of such plans. We therefore agree with the proponent that the adoption, maintenance or extension of any poison pill should be put to a shareholder vote. 05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 2,800 1 Elect Directors For For Mgmt 2 Amend Articles to Extend Provisions For For Mgmt that Restrict Accumulation of 5% Common Stock 3 Ratify Auditors For For Mgmt 05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 3,500 1 Elect Directors For For Mgmt 2 Amend Stock Ownership Limitations For For Mgmt 3 Amend Articles For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 200 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 4,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Longs Drug Stores Corp. *LDG* 543162101 04/01/04 1,700 1 Elect Directors For For Mgmt 2 Separate Chairman and CEO Positions Against Against ShrHoldr 3 Ratify Auditors For For Mgmt 05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 4,800 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Allyn --- For We recommend a vote FOR the directors with the exception of independent outsider Richard E. Garman. We recommend that shareholders WITHHOLD votes from Richard E. Garman for poor attendance. 1.2 Elect Director Brent D. Baird --- For 1.3 Elect Director Robert J. Bennett --- For 1.4 Elect Director C. Angela Bontempo --- For 1.5 Elect Director Robert T. Brady --- For 1.6 Elect Director Emerson L. Brumback --- For 1.7 Elect Director Michael D. Buckley --- For 1.8 Elect Director Patrick J. Callan --- For 1.9 Elect Director R. Carlos Carballada --- For 1.10 Elect Director T. Jefferson Cunningham III --- For 1.11 Elect Director Donald Devorris --- For 1.12 Elect Director Richard E. Garman --- Withhold 1.13 Elect Director James V. Glynn --- For 1.14 Elect Director Derek C. Hathaway --- For 1.15 Elect Director Daniel R. Hawbaker --- For 1.16 Elect Director Patrick W.E. Hodgson --- For 1.17 Elect Director Gary Kennedy --- For 1.18 Elect Director Richard G. King --- For 1.19 Elect Director Reginald B. Newman, II --- For 1.20 Elect Director Jorge G. Pereira --- For 1.21 Elect Director Michael P. Pinto --- For 1.22 Elect Director Robert E. Sadler, Jr. --- For 1.23 Elect Director Eugene J. Sheehy --- For 1.24 Elect Director Stephen G. Sheetz --- For 1.25 Elect Director Herbert L. Washington --- For 1.26 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 2,500 1 Elect Directors For For Mgmt 1.1 Elect Director Alan S. Bernikow --- For 1.2 Elect Director Martin D. Gruss --- For 1.3 Elect Director Vincent Tese --- For 1.4 Elect Director Roy J. Zuckerberg --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt a Policy Governing Related Against Against ShrHoldr Party Transactions The SEC already requires the company to disclose, on an annual basis, transactions with its directors and executive officers. Pursuant to SEC regulations, which apply to all public companies, the company is required to provide information as to: (1) any transaction with a director or executive officer exceeding $60,000 in which the director or executive officer has a direct or indirect material interest; and (2) specified business relationships of directors and executive officers, and indebtedness of directors and executive officers to the company, where the amount of the indebtedness exceeds $60,000. Approval of this item would require disclosure of of any relationship or transaction, regardless of how immaterial the transaction or relationship may be. We note that according our director classification definitions, none of the current directors are classified as affiliated outsiders due to a transactional relationship. The only two affiliated outside directors on the board are a former executive and the relative of a former executive. We believe that: (1) the provisions in the company's articles of restatement, (2) the provisions in the code of ethics, and (3) the existing mandatory SEC disclosures, already constitute substantial safeguards to prevent potential conflicts of interest. Although we recognize that the company maintains numerous related party transactions, such transactions do not appear to have impacted the board and key committees' independence. Given that: (1) the company maintains adequate safeguards in place to protect against potential conflicts of interest via its articles and codes of ethics and (2) the related party transactions at the company do not appear to impact the company's corporate governance, we do not believe that approval of this item is needed at this time. 05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 2,000 1 Elect Directors For Split Mgmt 1.1 Elect Director John O. Ryan --- Withhold We recommend a vote FOR the directors with the exception of insiders William A. Krepick and John O. Ryan, and affiliated outsiders Matt Christiano and Donna S. Birks. We recommend that shareholders WITHHOLD votes from William A. Krepick, John O. Ryan and Matt Christiano for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Donna S. Birks for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director William A. Krepick --- Withhold 1.3 Elect Director Matt Christiano --- Withhold 1.4 Elect Director Donna S. Birks --- Withhold 1.5 Elect Director William N. Stirlen --- For 1.6 Elect Director Thomas Wertheimer --- For 1.7 Elect Director Steven G. Blank --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 3,440 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Martin Marietta Materials, 573284106 03/19/04 2,000 Inc. *MLM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Marcus C. Bennett --- Withhold We recommend a vote FOR the directors with the exception of Marcus C. Bennett. We recommend that shareholders WITHHOLD votes from Marcus C. Bennett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Dennis L. Rediker --- For 2 Ratify Auditors For For Mgmt 05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 6,679 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A MDU Resources Group, Inc. 552690109 02/27/04 4,650 *MDU* 1 Elect Directors For For Mgmt 1.1 Elect Director Dennis W. Johnson --- For 1.2 Elect Director John L. Olson --- For 1.3 Elect Director Martin A. White --- For 1.4 Elect Director John K. Wilson --- For 2 Amend Non-Employee Director Omnibus For Against Mgmt Stock Plan The total cost of the company's plans of 6.85 percent is above the allowable cap for this company of 5.26 percent. Note the high concentration ratio of 35.1 percent of total grants to top five executive officers. 04/29/04 - A Media General, Inc. *MEG* 584404107 03/05/04 1,010 1 Elect Directors For For Mgmt 05/28/04 - S Media General, Inc. *MEG* 584404107 04/29/04 1,110 1 Amend Director & Officer For For Mgmt Indemnification/Liability Provisions We believe that, in the long run, this flexibility is in shareholders' best interests. 2 Amend Bylaws Eliminating Personal For For Mgmt Liability of Officers and Directors We believe that, in the long run, this flexibility is in shareholders' best interests. 3 Adopt Amended and Restated For Against Mgmt Supplemental 401(k) Plan Since we cannot determine the total cost of this plan based on the company's contributions, we recommend that shareholders vote AGAINST this item. 05/19/04 - A Mentor Graphics Corp. *MENT* 587200106 03/16/04 2,740 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 18.03 percent is above the allowable cap for this company of 15.22 percent. 5 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Mercantile Bankshares Corp. 587405101 04/02/04 3,280 *MRBK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/27/04 - A Micrel, Inc. *MCRL* 594793101 04/01/04 3,710 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 12,438 Inc. *MLNM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Minerals Technologies, Inc. 603158106 03/29/04 970 *MTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 2,660 1 Elect Directors For For Mgmt 05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 4,220 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 3,760 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A National Commerce Financial 63545P104 03/01/04 8,420 Corporation *NCF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A National Instruments Corp. 636518102 03/15/04 1,050 *NATI* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/19/04 - A National-Oilwell, Inc. *NOI* 637071101 03/22/04 3,700 1 Elect Directors For For Mgmt 05/12/04 - A New Plan Excel Realty Trust, 648053106 03/01/04 200 Inc. *NXL* 1 Elect Directors For For Mgmt 05/19/04 - A New York Community Bancorp, 649445103 03/29/04 11,045 Inc. *NYB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Newport Corp. *NEWP* 651824104 04/01/04 1,700 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Jack Aplin --- For We recommend a vote FOR R. Jack Aplin but WITHHOLD votes from affiliated outsider Richard E. Schmidt. We recommend that shareholders WITHHOLD votes from Richard E. Schmidt for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Richard E. Schmidt --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A Noble Energy, Inc. *NBL* 655044105 03/15/04 2,270 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/11/04 - A Northeast Utilities *NU* 664397106 03/12/04 5,460 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A NSTAR *NST* 67019E107 03/08/04 2,370 1 Elect Directors For For Mgmt 2 Report on Charitable Contributions Against Against ShrHoldr 05/04/04 - A O'Reilly Automotive, Inc. 686091109 02/27/04 1,600 *ORLY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Elect Director John Murphy For For Mgmt 4 Elect Director Ronald Rashkow For For Mgmt 05/20/04 - A OGE Energy Corp. *OGE* 670837103 03/22/04 3,760 1 Elect Directors For Split Mgmt 1.1 Elect Director Luke R. Corbett --- For We recommend a vote FOR the directors with the exception of J.D. Williams. We recommend that shareholders WITHHOLD votes from J.D. Williams for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Robert Kelley --- For 1.3 Elect Director J.D. Williams --- Withhold 04/21/04 - A Ohio Casualty Corp. *OCAS* 677240103 03/01/04 200 1 Elect Directors For For Mgmt 2 Limit Executive Compensation Against Against ShrHoldr 05/28/04 - A Old Republic International 680223104 03/22/04 7,465 Corp. *ORI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jimmy A. Dew --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders John M. Dixon, Wilbur S. Legg, John W. Popp and insider Jimmy A. Dew for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director John M. Dixon --- Withhold 1.3 Elect Director Wilbur S. Legg --- Withhold 1.4 Elect Director John W. Popp --- Withhold 04/29/04 - A Olin Corp. *OLN* 680665205 03/04/04 2,980 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/01/04 - A Overseas Shipholding Group, 690368105 04/09/04 1,590 Inc. *OSG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Morten Arntzen --- For We recommend a vote FOR the directors with the exception of Oudi Recanati. We recommend that shareholders WITHHOLD votes from Oudi Recanati for standing as an affiliated outsider on the Compensation Committee and Oudi Recanati for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Oudi Recanati --- Withhold 1.3 Elect Director Robert N. Cowen --- For 1.4 Elect Director G. Allen Andreas III --- For 1.5 Elect Director Alan R. Batkin --- For 1.6 Elect Director Thomas B. Coleman --- For 1.7 Elect Director Charles A. Fribourg --- For 1.8 Elect Director Stanley Komaroff --- For 1.9 Elect Director Solomon N. Merkin --- For 1.10 Elect Director Joel I. Picket --- For 1.11 Elect Director Ariel Recanati --- For 1.12 Elect Director Michael J. Zimmerman --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 3,600 *OHP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kent J. Thirty --- For We recommend a vote FOR Kent J. Thiry, but WITHHOLD votes from affiliated outsider Benjamin H. Safirstein, M.D. We recommend that shareholders WITHHOLD votes from Benjamin H. Safirstein, M.D. for poor attendance and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director B.H. Safirstein, M.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Divest from Tobacco Equities Against Against ShrHoldr Because of the lack of company investments in tobacco equities, restrictive format, and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 2,697 Inc. *PHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Aida Alvarez --- For We recommend a vote FOR the directors with the exception of Terry O. Hartshorn. We recommend that shareholders WITHHOLD votes from Terry O. Hartshorn for standing as an affiliated outsider on the Compensation and Nominating Committee. 1.2 Elect Director Bradley C. Call --- For 1.3 Elect Director Terry O. Hartshorn --- Withhold 1.4 Elect Director Dominic Ng --- For 1.5 Elect Director Howard G. Phanstiel --- For 1.6 Elect Director Warren E. Pinckert Ii --- For 1.7 Elect Director David A. Reed --- For 1.8 Elect Director Charles R. Rinehart --- For 1.9 Elect Director Linda Rosenstock --- For 1.10 Elect Director Lloyd E. Ross --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Packaging Corporation of 695156109 03/15/04 4,500 America *PKG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Henry F. Frigon --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas S. Souleles and Samuel M. Mencoff. We recommend that shareholders WITHHOLD votes from Thomas S. Souleles for standing as an affiliated outsider on the Compensation and Nominating committees, and from Samuel M. Mencoff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Louis S. Holland --- For 1.3 Elect Director Justin S. Huscher --- For 1.4 Elect Director Samuel M. Mencoff --- Withhold 1.5 Elect Director Thomas S. Souleles --- Withhold 1.6 Elect Director Paul T. Stecko --- For 1.7 Elect Director Rayford K. Williamson --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A PAR PHARMACEUTICAL COS INC 717125108 04/08/04 1,400 *PRX* 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 3,600 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/27/04 - PC Payless Shoesource, Inc. *PSS* 704379106 04/01/04 2,770 MANAGEMENT PROXY (White Card) 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel Boggan Jr. --- Withhold We recommend a vote FOR Michael E. Murphy and Robert C. Wheeler. We recommend that shareholders WITHHOLD votes from independent outsider and Compensation Committee member Daniel Boggan Jr. for not aligning CEO's compensation with the interests of shareholders. 1.2 Elect Director Michael E. Murphy --- For 1.3 Elect Director Robert C. Wheeler --- For 2 Ratify Auditors For For Mgmt DISSIDENT PROXY (Green Card) 1 Elect Directors (Opposition Slate) Against None Mgmt 2 Ratify Auditors For None Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 04/30/04 - A Pentair, Inc. *PNR* 709631105 03/01/04 2,210 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock For For Mgmt Options in Lieu of Cash 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Approve Employee Stock Purchase Plan For For Mgmt 6 Ratify Auditors For For Mgmt 05/21/04 - A Pepco Holdings, Inc. *POM* 713291102 03/22/04 5,144 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors Against Against ShrHoldr 04/22/04 - A PepsiAmericas, Inc. *PAS* 71343P200 03/04/04 5,960 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Awards to Executives Against For ShrHoldr We support the general principal of performance-based compensation, and believe that there should be strong linkage between a company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting is directly tied to the attainment of disclosed performance criteria and associated hurdle rates. Currently, the company uses mainly options and restricted shares as part of its long-term incentive program, and the majority of these grants are time-based and not performance-based. The company also does not have rigorous executive stock ownership guidelines. No share retention policy has been disclosed and we assume that the company does not have one in place. Despite the fact that the full tenure share retention provision of the proposal is somewhat restrictive, we support the underlying principal of this proposal. 5 Report on Recycling Policy Against Against ShrHoldr 06/10/04 - A PETsMART *PETM* 716768106 04/12/04 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/25/04 - A Pier 1 Imports, Inc *PIR* 720279108 05/05/04 3,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 4,850 *PXD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A PNM Resources Inc *PNM* 69349H107 03/30/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 2,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 3,506 1 Elect Directors For Split Mgmt 1.1 Elect Director Betsy S. Atkins --- For We recommend a vote FOR the directors with the exception of William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards at the time of our analysis. 1.2 Elect Director John Seely Brown --- For 1.3 Elect Director Robert C. Hagerty --- For 1.4 Elect Director John A. Kelley, Jr. --- For 1.5 Elect Director Michael R. Kourey --- For 1.6 Elect Director Stanley J. Meresman --- For 1.7 Elect Director William A. Owens --- Withhold 1.8 Elect Director Durk I. Jager --- For 1.9 Elect Director Thomas G. Stemberg --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/04 - A Potlatch Corp. *PCH* 737628107 03/19/04 1,200 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory L. Quesnel --- For 1.2 Elect Director Michael T. Riordan --- For 1.3 Elect Director L. Pendleton Siegel --- For 2 Report on Dividend Policy Against Against ShrHoldr Given that the company currently discloses in its annual report the factors considered in the determination of whether to pay a dividend and the dividend rate, we do not believe that approval of this item would provide shareholders with additional relevant information. 3 Eliminate Time-Phased Voting Against For ShrHoldr We advocate a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. Although the company does not maintain a dual class structure, the effects of the company's time-phased voting system are substantially similar to the effects of a dual class structure. Such a structure gives one class of shareholders (in this case, shareholders in excess of two years) disparate voting power in the company in relation to their equity position. Although the company's time-phased voting system offers shareholders slight advantages over a dual class structure - it provides the opportunity for all shareholders, as long as they remain shareholders for at least two years, to have four votes per share - it nonetheless serves to disenfranchise certain shareholders. The company states that time phased voting reduces the relative influence of short-term, speculative investors who may seek personal gains at the expense of the long-term best interests of shareholders. However, given that time-phased voting applies to all items brought to a shareholder vote, it not only serves as an anti-takeover device, it reduces shareholders' rights with respect to other voting items that do not deal with an unsolicited takeover attempt, such as corporate governance and compensation issues. Given that the elimination of time phased voting represents an improvement in shareholders' rights, we recommend a vote FOR this proposal. 04/27/04 - S Powerwave Technologies, Inc. 739363109 03/18/04 2,120 *PWAV* 1 Authorize Board to Issue Shares in For For Mgmt the Event of a Public Tender Offer or Share Exchange Offer The combined company's strategic position is improved with an expanded addressable market, broader product offering, increased customer base, cost synergies of $15 million annually, and the potential for revenue synergies as a result of the complementary nature of the products and operations. In terms of valuation, the advisor's fairness opinion indicates an offer price that appears within the range of the peer group using both a premium and sum of the parts analysis. Further, the contribution analysis indicates Powerwave shareholders will have a voting interest in the combined entity that is comparable to the company's contribution to the combined company's projected sales and higher on the earnings. The market reaction to the transaction has been positive as Powerwave is 11.3 percent above the last trading price prior to the announcement as of April 12, 2004. For the above reasons, we believe the issue of shares for the exchange offer warrants shareholder support. 2 Increase Authorized Common Stock For For Mgmt The requested increase of 115,000,000 shares is below the allowable threshold of 195,750,000 shares. 04/20/04 - A Price Communications Corp. 741437305 03/15/04 2,400 *PR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Price --- Withhold We recommend a vote FOR the directors except Robert Price. 1.2 Elect Director Kim I. Pressman --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 5,600 *PDE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Barbanell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ralph D. McBride. We recommend that shareholders WITHHOLD votes from Ralph D. McBride for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Paul A. Bragg --- For 1.3 Elect Director David A.B. Brown --- For 1.4 Elect Director J.C. Burton --- For 1.5 Elect Director Jorge E. Estrada --- For 1.6 Elect Director William E. Macaulay --- For 1.7 Elect Director Ralph D. Mcbride --- Withhold 1.8 Elect Director David B. Robson --- For 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/03/04 - A Protective Life Corp. *PL* 743674103 03/05/04 3,050 1 Elect Directors For For Mgmt 2 Approve Outside Director Options in For For Mgmt Lieu of Cash 3 Ratify Auditors For For Mgmt 06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 4,100 *PDLI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Although the plan expressly prohibits repricing, the total cost of the company's plan is 14.04 percent, which is above the allowable cap for this company of 12.51 percent. 3 Ratify Auditors For For Mgmt 05/04/04 - A Puget Energy, Inc. *PSD* 745310102 03/19/04 4,020 1 Elect Directors For For Mgmt 05/20/04 - A Quanta Services, Inc. *PWR* 74762E102 03/22/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Ball --- For We recommend a vote FOR the directors with the exception of independent outsider Ben A. Guill. We recommend that shareholders WITHHOLD votes from Ben A. Guill for poor attendance. 1.2 Elect Director John R. Colson --- For 1.3 Elect Director Bernard Fried --- For 1.4 Elect Director H. Jarrell Gibbs --- For 1.5 Elect Director Louis C. Golm --- For 1.6 Elect Director Ben A. Guill --- Withhold 1.7 Elect Director Thomas J. Sikorski --- For 1.8 Elect Director Gary A. Tucci --- For 1.9 Elect Director John R. Wilson --- For 05/18/04 - A Questar Corp. *STR* 748356102 03/22/04 3,480 1 Elect Directors For Split Mgmt 1.1 Elect Director Teresa Beck --- For We recommend a vote FOR the directors with the exception of independent outsider Robert E. McKee III. We recommend that shareholders WITHHOLD votes from Robert E. McKee III for poor attendance. 1.2 Elect Director R.D. Cash --- For 1.3 Elect Director Robert E. McKee III --- Withhold 1.4 Elect Director Gary G. Michael --- For 1.5 Elect Director Charles B. Stanley --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 05/11/04 - A Radian Group Inc. *RDN* 750236101 03/15/04 3,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Articles For Against Mgmt Proposal would declassify the board. 4 Ratify Auditors For For Mgmt 05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 2,152 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A Rent-A-Center, Inc. *RCII* 76009N100 03/25/04 3,300 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 6,500 1 Elect Directors For For Mgmt 1.1 Elect Director James E. O'Connor --- For 1.2 Elect Director Harris W. Hudson --- For 1.3 Elect Director John W. Croghan --- For 1.4 Elect Director W. Lee Nutter --- For 1.5 Elect Director Ramon A. Rodriguez --- For 1.6 Elect Director Allan C. Sorensen --- For 2 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/25/04 - A Retek Inc. *RETK* 76128Q109 03/31/04 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 6,300 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Michael J. Bush --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Michael J. Bush for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Norman A. Ferber and from insider James C. Peters for failure to establish a majority independent board. 1.2 Elect Director Norman A. Ferber --- Withhold 1.3 Elect Director James C. Peters --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A RSA Security Inc. *RSAS* 749719100 04/05/04 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/04 - A Saks Incorporated *SKS* 79377W108 04/01/04 5,610 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanton J. Bluestone --- Withhold We recommend a vote FOR Robert B. Carter, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Stanton J. Bluestone for standing as an affiliated outsider on the Audit Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and from Donald E. Hess for standing as an affiliated outsider on the Compensation Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from independent outsider Julius W. Erving and insiders Stephen I. Sadove and George L. Jones for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert B. Carter --- For 1.3 Elect Director Julius W. Erving --- Withhold 1.4 Elect Director Donald E. Hess --- Withhold 1.5 Elect Director George L. Jones --- Withhold 1.6 Elect Director Stephen I. Sadove --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Provide for Cumulative Voting Against Against ShrHoldr 05/20/04 - A Sandisk Corp. *SNDK* 80004C101 03/30/04 3,476 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A SCANA Corporation *SCG* 80589M102 03/10/04 200 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock For For Mgmt Awards in Lieu of Cash 3 Ratify Auditors For For Mgmt 05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 4,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Alfred P. West, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider William M. Doran and insider Alfred P. West, Jr. We recommend that shareholders WITHHOLD votes from Alfred P. West, Jr. for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from William M. Doran for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director William M. Doran --- Withhold 1.3 Elect Director Howard D. Ross --- For 1.4 Elect Director Thomas W. Smith --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 3,260 1 Elect Directors For Split Mgmt 1.1 Elect Director Glen M. Antle --- For We recommend a vote FOR the directors with the exception of insiders John D. Poe and Jason L. Carlson. We recommend that shareholders WITHHOLD votes from John D. Poe and Jason L. Carlson for failure to establish an independent nominating committee. 1.2 Elect Director James P. Burra --- For 1.3 Elect Director Jason L. Carlson --- Withhold 1.4 Elect Director Rockell N. Hankin --- For 1.5 Elect Director James T. Lindstrom --- For 1.6 Elect Director John L. Piotrowski --- For 1.7 Elect Director John D. Poe --- Withhold 1.8 Elect Director James T. Schraith --- For 2 Ratify Auditors For For Mgmt 04/22/04 - A Sensient Technologies Corp. 81725T100 03/01/04 100 *SXT* 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Plan 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Sequa Corp. *SQA.A* 817320104 03/18/04 490 1 Elect Directors For Split Mgmt 1.1 Elect Director Norman E. Alexander --- For We recommend a vote FOR the directors with the exception of affiliated outsider R. Scott Schafler. We recommend that shareholders WITHHOLD votes from R. Scott Schafler for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Edward E. Barr --- For 1.3 Elect Director Alvin Dworman --- For 1.4 Elect Director David S. Gottesman --- For 1.5 Elect Director Richard S. LeFrak --- For 1.6 Elect Director John J. Quicke --- For 1.7 Elect Director R. Scott Schafler --- Withhold 1.8 Elect Director Michael I. Sovern --- For 1.9 Elect Director Fred R. Sullivan --- For 1.10 Elect Director Gerald Tsai, Jr. --- For 1.11 Elect Director Martin Weinstein --- For 2 Approve Restricted Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 04/22/04 - A Silicon Valley Bancshares 827064106 02/24/04 1,500 *SIVB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/01/04 - A Six Flags, Inc. *PKS* 83001P109 04/08/04 100 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 4,060 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 04/21/04 - A Sonoco Products Co. *SON* 835495102 02/20/04 4,040 1 Elect Directors For For Mgmt 1.1 Elect Director F.L.H. Coker --- For 1.2 Elect Director C.C. Fort --- For 1.3 Elect Director B.L.M. Kasriel --- For 1.4 Elect Director J.H. Mullin, III --- For 1.5 Elect Director T.E. Whiddon --- For 1.6 Elect Director J.M. Micali --- For 2 Seek Sale of Company/Assets Against Against ShrHoldr In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 05/07/04 - A Sotheby's Holdings Inc. *BID* 835898107 03/26/04 1,071 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Sovereign Bancorp, Inc. *SOV* 845905108 03/01/04 12,120 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Andrew C. Hove, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Andrew C. Hove, Jr. and Daniel K. Rothermel for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Daniel K. Rothermel --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stock Plan and Employee For Against Mgmt Stock Purchase Plan In this item, we will base our recommendation on the cost of the company's Employee Stock Purchase Plan and the voting power dilution and shareholder value transfer of the 2004 Broad-Based Incentive Plan. In this case, the Employee Stock Purchase Plan meets our requirements since it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. And, we also commend the company for expressly forbidding the repricing of stock options under the 2004 Broad-Based Incentive Plan. However, the total cost of the company's Broad-Based Incentive Plan of 5.57 percent is above the allowable cap for this company of 5.28 percent. As such, we recommend a vote AGAINST this bundled proposal. 5 Approve Bonus Plan For Against Mgmt According to the company, the purpose of the company's Bonus Deferral Program is to align the interests of the top management of the company with those of shareholders. Not only the plan solely focuses on the enrichment of a selected group of top executives, but also there are no performance criteria attached to the generous company's matching contribution. We are concerned with the self-enriching feature of the deferral program. As such, we recommend a vote AGAINST the proposal. 04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 3,140 1 Elect Directors For For Mgmt 05/03/04 - A StanCorp Financial Group, Inc. 852891100 02/25/04 1,400 *SFG* 1 Elect Directors For For Mgmt 1.1 Elect Director Jerome J. Meyer --- For 1.2 Elect Director Ralph R. Peterson --- For 1.3 Elect Director E. Kay Stepp --- For 1.4 Elect Director Michael G. Thorne --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal also creates the possibility of having a board with no officers of the company as members or two officers competing for a slot. It could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director Jack W. Schuler --- For 1.2 Elect Director Mark C. Miller --- For 1.3 Elect Director John P. Connaughton --- For 1.4 Elect Director Rod F. Dammeyer --- For 1.5 Elect Director Patrick F. Graham --- For 1.6 Elect Director John Patience --- For 1.7 Elect Director Thomas R. Reusche --- For 1.8 Elect Director Peter Vardy --- For 1.9 Elect Director L. John Wilkerson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Report on Waste Incineration Against Against ShrHoldr In this case, we note that the company does not have a formal EHS report; however, it does specifically discuss the issue of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time. 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 4,550 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 05/20/04 - A Swift Transportation Co., Inc. 870756103 04/09/04 3,430 *SWFT* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity 5 Adopt Policy to Annually Submit Against For ShrHoldr Selection of Independent Auditor 05/27/04 - A Sybase, Inc. *SY* 871130100 04/01/04 3,960 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 6,380 1 Elect Directors For Split Mgmt 1.1 Elect Director Aart J. de Geus --- For We recommend a vote FOR the directors with the exception of independent outsider Sasson Somekh. We recommend that shareholders WITHHOLD votes from Sasson Somekh for poor attendance. 1.2 Elect Director Andy D. Bryant --- For 1.3 Elect Director Chi-Foon Chan --- For 1.4 Elect Director Bruce R. Chizen --- For 1.5 Elect Director Deborah A. Coleman --- For 1.6 Elect Director A. Richard Newton --- For 1.7 Elect Director Sasson Somekh --- Withhold 1.8 Elect Director Roy Vallee --- For 1.9 Elect Director Steven C. Walske --- For 2 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 19.23 percent is above the allowable cap for this company of 12.60 percent. 3 Ratify Auditors For For Mgmt 04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 3,090 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 2,540 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Eliminate Class of Preferred Stock For For Mgmt 04/30/04 - A Teleflex Inc. *TFX* 879369106 03/02/04 1,720 1 Elect Directors For Split Mgmt 1.1 Elect Director Patricia C. Barron --- For We recommend a vote FOR the directors with the exception of affiliated outsider Donald Beckman. We recommend that shareholders WITHHOLD votes from Donald Beckman for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Donald Beckman --- Withhold 1.3 Elect Director James W. Zug --- For 2 Ratify Auditors For For Mgmt 06/29/04 - A Telephone and Data Systems, 879433100 05/17/04 2,510 Inc. *TDS* 1 Declassify the Board of Directors For Against Mgmt 2 Elect Directors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/07/04 - A The Brinks Company *BCO* 109696104 03/15/04 2,240 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Retirement Plan For For Mgmt 05/18/04 - A The Cheesecake Factory, Inc. 163072101 03/31/04 1,044 *CAKE* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Thomas L. Gregory --- Withhold We support the proposed corporate governance reforms that Culinary Union is advocating. While we note the positive steps the company took in forming a Corporate Governance Committee and in eliminating the slow-hand provision in its poison pill, it considers them as only partial response to shareholders' mandate on the governance issues. The company in its defense points out that the proposals did not receive 80 percent of the votes outstanding which is required to amend the company's bylaws on some of those proposals. However, the proposals did receive clear majority of the votes cast. In light of the majority support, we believe that the company should have taken additional steps to respond to shareholders' wishes. Our policy is to withhold votes from the director nominees if they ignore a shareholder proposal that was approved by a majority of the votes cast for two consecutive years. However, in this case, given that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance reforms which we support, and the company's minimal response to address shareholders' mandate of last year on multiple proposals, we recommend a WITHHOLD vote from Thomas Gregory. 2 Amend Stock Option Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 04/21/04 - A The Colonial BancGroup, Inc. 195493309 02/24/04 100 *CNB* 1 Elect Directors For For Mgmt 05/04/04 - A The Dun & Bradstreet Corp 26483E100 03/11/04 3,000 *DNB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - S The J. M. Smucker Co. *SJM* 832696405 05/03/04 2,188 1 Approve Merger Agreement For For Mgmt Based on the fair market value, the fairness opinion, and the potential strategic synergies, we believe the merger agreement warrants shareholder support. 2 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/26/04 - A The Lubrizol Corp. *LZ* 549271104 03/05/04 2,160 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A The PMI Group, Inc. *PMI* 69344M101 04/01/04 3,840 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 05/20/04 - A The Timberland Co. *TBL* 887100105 03/24/04 1,400 1 Fix Number of and Elect Directors For For Mgmt 1.1 Fix Number of and Elect Director Sidney W. Swartz --- For We recommend a vote FOR the directors with the exception of affiliated outsider John E. Beard. We recommend that shareholders WITHHOLD votes from John E. Beard for standing as an affiliated outsider on the Compensation and Nominating committees. 1 Elect Directors For Split Mgmt 1.2 Elect Director Jeffrey B. Swartz --- For 1.3 Elect Director John E. Beard --- Withhold 1.4 Elect Director John F. Brennan --- For 1.5 Elect Director Ian W. Diery --- For 1.6 Elect Director Irene M. Esteves --- For 1.7 Elect Director John A. Fitzsimmons --- For 1.8 Elect Director Virginia H. Kent --- For 1.9 Elect Director Bill Shore --- For 04/12/04 - S The Titan Corp. *TTN* 888266103 02/09/04 599 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 06/07/04 - S The Titan Corp. *TTN* 888266103 05/04/04 3,430 1 Approve Merger Agreement For For Mgmt 05/13/04 - A The Washington Post Co. *WPO* 939640108 03/15/04 390 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Dotson, Jr. --- For 1.2 Elect Director Ronald L. Olson --- For 1.3 Elect Director Alice M. Rivlin --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/03/04 - A Tootsie Roll Industries, Inc. 890516107 03/02/04 100 *TR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Melvin J. Gordon --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Ellen R. Gordon and Melvin J. Gordon. We recommend that shareholders WITHHOLD votes from Ellen R. Gordon and Melvin J. Gordon for failure to establish an independent nominating committee. 1.2 Elect Director Ellen R. Gordon --- Withhold 1.3 Elect Director Lana Jane Lewis-Brent --- For 1.4 Elect Director Charles W. Seibert --- For 1.5 Elect Director Richard P. Bergeman --- For 2 Ratify Auditors For For Mgmt 05/25/04 - A Triad Hospitals, Inc. *TRI* 89579K109 04/09/04 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/10/04 - A Trinity Industries, Inc. *TRN* 896522109 03/26/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director David W. Biegler --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Jess T. Hay and Craig J. Duchossois. We recommend that shareholders WITHHOLD votes from Jess T. Hay and Craig J. Duchossois for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Craig J. Duchossois --- Withhold 1.3 Elect Director Ronald J. Gafford --- For 1.4 Elect Director Barry J. Galt --- For 1.5 Elect Director Clifford J. Grum --- For 1.6 Elect Director Jess T. Hay --- Withhold 1.7 Elect Director Diana S. Natalicio --- For 1.8 Elect Director Timothy R. Wallace --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/14/04 - A TriQuint Semiconductor, Inc. 89674K103 03/24/04 5,479 *TQNT* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 5,300 Inc. *UDR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Eric J. Foss --- For We recommend a vote FOR the directors with the exception of affiliated outsiders James D. Klingbeil and Jon A. Grove. We recommend that shareholders WITHHOLD votes from James D. Klingbeil and Jon A. Grove for standing as affiliated outsiders on the Compensation Committee. 1.2 Elect Director Robert P. Freeman --- For 1.3 Elect Director Jon A. Grove --- Withhold 1.4 Elect Director James D. Klingbeil --- Withhold 1.5 Elect Director Robert C. Larson --- For 1.6 Elect Director Thomas R. Oliver --- For 1.7 Elect Director Lynne B. Sagalyn --- For 1.8 Elect Director Mark J. Sandler --- For 1.9 Elect Director Robert W. Scharar --- For 1.10 Elect Director Thomas W. Toomey --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A United Rentals, Inc. *URI* 911363109 04/15/04 3,200 1 Elect Directors For For Mgmt 1.1 Elect Director Howard L. Clark, Jr. --- For 1.2 Elect Director Bradley S. Jacobs --- For 1.3 Elect Director John N. Milne --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Require Majority of Independent Against For ShrHoldr Directors on Board Although we do not agree with all of the proponent's stringent classifications of independent directors, we believe this proposal sends an important message to management and is in shareholders' best interests. While the company's board is currently a majority independent, the board has a significant number of directors who have ties with management. Furthermore the company agrees with the proponents' basic proposition that the board should be comprised of, at a minimum, two-thirds of independent directors. While the company has decreed that any future vacancies would be filled by the independent directors until two-thirds of the board was independent, there is no specific time table for the board's policy. In effect, it could be several years or more before the board reaches this goal. As a result, we believe that this proposal warrants shareholder support. 6 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Although the company has already adopted a policy requiring shareholder approval for severance benefits for executives to a maximum of 2.99 times the sum of the executive's annual base salary at the time of termination plus the highest annual bonus paid to the executive in the preceding three years, the company's definition of severance agreements may not be as rigorous as the provisions under the IRC 280G. Specifically, severance benefit should not exceed 2.99 times of the "base amount", that is, the individual's average annual compensation during the five tax years prior to the change of control. Although the company did not make any payments under the severance agreements that the proponent mentioned, the company was committed to making such payments if a change in control were to occur. We note that the former severance benefits that are no longer in effect were also more lucrative than the current one in place. We believe that seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent "pay for failure" packages that have been witnessed at some companies. As such, we believe that this proposal warrants shareholder support. 05/05/04 - A Unitrin, Inc. *UTR* 913275103 03/15/04 2,790 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/19/04 - A Universal Health Services, 913903100 04/08/04 2,400 Inc. *UHS* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt 05/11/04 - A Valassis Communications, Inc. 918866104 03/22/04 2,060 *VCI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick F. Brennan --- Withhold We recommend that shareholders WITHHOLD votes from Compensation Committee members Ambassador Faith Whittlesey, Marcella A. Sampson, and Patrick F. Brennan for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Kenneth V. Darish --- For 1.3 Elect Director Seth Goldstein --- For 1.4 Elect Director Barry P. Hoffman --- For 1.5 Elect Director Walter H. Ku --- For 1.6 Elect Director Robert L. Recchia --- For 1.7 Elect Director Marcella A. Sampson --- Withhold 1.8 Elect Director Alan F. Schultz --- For 1.9 Elect Director Faith Whittlesey --- Withhold 2 Ratify Auditors For For Mgmt 04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 5,270 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/20/04 - A Varco International, Inc. 922122106 03/22/04 4,180 *VRC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Greg L. Armstrong --- For This ALERT revises our original vote recommendation of a FOR vote for director Richard A. Kertson. He is an affiliated outsider on the company's Audit Committee. We now recommend a WITHHOLD vote for this director. 1.2 Elect Director George S. Dotson --- For 1.3 Elect Director Richard A. Kertson --- Withhold 1.4 Elect Director John F. Lauletta --- For 1.5 Elect Director Eric L. Mattson --- For 1.6 Elect Director L.E. Simmons --- For 1.7 Elect Director Jeffery A. Smisek --- For 1.8 Elect Director Douglas E. Swanson --- For 1.9 Elect Director James D. Woods --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 2,900 *VAR* 1 Increase Authorized Common Stock For For Mgmt 04/28/04 - A Vectren Corp. *VVC* 92240G101 03/05/04 3,320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr 05/06/04 - A Vertex Pharmaceuticals Inc. 92532F100 03/12/04 3,200 *VRTX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua S. Boger --- For We recommend a vote FOR the directors with the exception of independent outsider Elaine S. Ullian. 1.2 Elect Director Charles A. Sanders --- For 1.3 Elect Director Elaine S. Ullian --- Withhold 1.4 Elect Director Eve E. Slater --- For 1.5 Elect Director John F. Niblack --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 05/11/04 - A Viad Corp. 92552R109 03/12/04 3,590 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Reverse Stock Split For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 6,570 *VSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Felix Zandman --- Withhold We recommend a vote FOR Zvi Grinfas but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Philippe Gazeau for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from insiders Dr. Felix Zandman and Dr. Gerald Paul for failure to establish a majority independent board. 1.2 Elect Director Philippe Gazeau --- Withhold 1.3 Elect Director Zvi Grinfas --- For 1.4 Elect Director Dr. Gerald Paul --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Restricted Stock Plan For For Mgmt 05/13/04 - A VISX, Inc. *EYE* 92844S105 04/01/04 1,920 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/11/04 - A W. R. Berkley Corp. *BER* 084423102 03/19/04 3,400 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Waddell & Reed Financial, Inc. 930059100 03/03/04 3,500 *WDR* 1 Elect Directors For For Mgmt 04/22/04 - A Wausau-Mosinee Paper Corp 943315101 02/19/04 2,240 *WMO* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 04/22/04 - A Webster Financial Corp. *WBS* 947890109 02/27/04 2,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Werner Enterprises, Inc. 950755108 03/22/04 3,400 *WERN* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Board Diversity Against Abstain ShrHoldr 04/22/04 - A Westamerica Bancorporation 957090103 02/23/04 1,510 *WABC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Westar Energy, Inc. *WR* 95709T100 03/26/04 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director B. Anthony Isaac --- For We recommend a vote FOR the directors with the exception of affiliated outsider John C. Nettels, Jr.. We recommend that shareholders WITHHOLD votes from John C. Nettels, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Michael F. Morrissey --- For 1.3 Elect Director John C. Nettels, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Nomination Procedures for the Against Against ShrHoldr Board The responsibility of selecting candidates to serve on the board rests with the company's Nominating and Corporate Governance Committee. The committee evaluates the qualifications and areas of expertise of current directors and identifies areas for enhancement to ensure a balance of skills, strengths, and diversity among the directors. The company's proxy materials state that the committee establishes criteria for membership on the board to ensure members have the appropriate skills to contribute to the functioning of the board. The committee considers candidates identified by outside directors, candidates identified by an executive search firm retained by the company for that purpose, and candidates suggested by shareholders. In the view of many shareholders, the current director election system simply creates self-perpetuating boards: incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, he is unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include their director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, demonstrating shareholder dissatisfaction with a company's proxy process: (1) one or more directors at a company receive withhold votes of 35 percent or more of the votes cast or (2) a shareholder proposal asking for open access, which is submitted by holders of at least one percent of the shares (owned for at least one year), is approved by a majority of the votes cast. If one of these conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the shares (owned for at least two years). The number of shareholder nominees permitted would be dictated by the size of the board: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. In light of: (1) the SEC's proposed new rule regarding open access and (2) the fact that the company maintains a Nominating and Corporate Governance Committee, which considers candidates identified by outside directors, candidates identified by an executive search firm retained by the company for that purpose, and candidates suggested by shareholders, we do not believe this item warrants shareholder support. 05/07/04 - A Western Gas Resources, Inc. 958259103 03/26/04 973 *WGR* 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Senty --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Walter L. Stonehocker and Bill M. Sanderson. We recommend that shareholders WITHHOLD votes from Walter L. Stonehocker for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Bill M. Sanderson for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. 1.2 Elect Director Dean Phillips --- For 1.3 Elect Director Bill M. Sanderson --- Withhold 1.4 Elect Director Walter L. Stonehocker --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Westwood One, Inc. *WON* 961815107 04/13/04 4,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 4,760 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/15/04 - A Wilmington Trust Corp. *WL* 971807102 03/08/04 430 1 Elect Directors For For Mgmt 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 3,400 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/04 4,620 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 05/13/04 - A WPS Resources Corp. *WPS* 92931B106 03/24/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 9,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Phillip R. Kevil --- Withhold We recommend that shareholders vote FOR Scott G. Sherman but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Phillip R. Kevil for failure to establish a majority independent board and for standing as an affiliated outsider on the Audit and Compensation committees and Bob R. Simpson for failure to establish a majority independent board. 1.2 Elect Director Scott G. Sherman --- For 1.3 Elect Director Bob R. Simpson --- Withhold 2 Increase Authorized Common Stock For For Mgmt 05/20/04 - A York International Corp *YRK* 986670107 03/24/04 1,720 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 1,900 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MID CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 09/23/03 - A 3com Corp. *COMS* 885535104 07/25/03 10,500 1 Elect Directors For For 1.1 Elect Director Bruce L. Claflin --- For 1.2 Elect Director Paul G. Yovovich --- For 2 Approve Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/18/03 - A Activision, Inc. *ATVI* 004930202 07/28/03 2,500 1 Elect Directors For For 1.1 Elect Director Robert A. Kotick --- For 1.2 Elect Director Brian G. Kelly --- For 1.3 Elect Director Ronald Doornink --- For 1.4 Elect Director Kenneth L. Henderson --- For 1.5 Elect Director Barbara S. Isgur --- For 1.6 Elect Director Steven T. Mayer --- For 1.7 Elect Director Robert J. Morgado --- For 2 Increase Authorized Preferred and For Against Common Stock 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 2,445 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against 3 Amend Stock Option Plan For Against 08/14/03 - A Airborne, Inc. *ABF* 009269101 07/08/03 1,315 1 Approve Merger Agreement For For 2 Approve Merger Agreement For For 3 Adopt Supermajority Vote For For Requirement for Amendments 4 Adopt Shareholder Rights Plan For For (Poison Pill) 5.A Elect Director Carl D. Donaway For For 5.B Elect Director Richard M. Rosenberg For For Shareholder Proposals 6 Submit Shareholder Rights Plan Against Against (Poison Pill) to Shareholder Vote 7 Separate Chairman and CEO Positions Against Against 8 Performance-Based/Indexed Options Against Against 9 Expense Stock Options Against For 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 1,995 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 07/17/03 - A Apria Healthcare Group, Inc. 037933108 05/30/03 1,545 *AHG* 1 Elect Directors For For 1.1 Elect Director Vicente Anido, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director I.T. Corley --- For 1.3 Elect Director David L. Goldsmith --- For 1.4 Elect Director Lawrence M. Higby --- For 1.5 Elect Director Richard H. Koppes --- For 1.6 Elect Director Philip R. Lochner, Jr. --- For 1.7 Elect Director Jeri L. Lose --- For 1.8 Elect Director Beverly Benedict Thomas --- For 1.9 Elect Director Ralph V. Whitworth --- For 2 Approve Omnibus Stock Plan For For 09/08/03 - A Bob Evans Farms, Inc. *BOBE* 096761101 07/18/03 1,020 1 Elect Directors For Split 1.1 Elect Director Larry C. Corbin --- For We recommend a vote FOR the directors with the exception of Audit Committee member Robert E.H. Rabold for paying excessive non-audit fees. 1.2 Elect Director Stewart K. Owens --- For 1.3 Elect Director Robert E.H. Rabold --- Withhold 07/16/03 - S Clayton Homes, Inc. 184190106 07/09/03 3,700 1 Approve Merger Agreement For For 07/15/03 - A Constellation Brands, Inc. 21036P108 05/20/03 2,500 *STZ.B* 1 Elect Directors For Split 1.1 Elect Director Thomas C. McDermott as Class A Stock Director --- Withhold WITHHOLD votes from Audit Committee member Thomas C. McDermott for paying excessive non-audit fees. 1.2 Elect Director Paul L. Smith as Class A Stock Director --- Withhold WITHHOLD votes from Audit Committee member Paul L. Smith for paying excessive non-audit fees. 1.3 Elect Director George Bresler as Class B Stock Director --- For 1.4 Elect Director Jeananne K. Hauswald as Class B Stock Director --- Withhold WITHHOLD votes from Audit Committee member Jeananne K. Hauswald for paying excessive non-audit fees. 1.5 Elect Director James A. Locke III as Class B Stock Director --- Withhold WITHHOLD votes from James A. Locke III for standing as an affiliated outsider on the Nominating Committee 1.6 Elect Director Richard Sands, Ph.D. as Class B Stock Director --- For 1.7 Elect Director Robert Sands as Class B Stock Director --- Withhold WITHHOLD votes from Robert Sands for standing as an insider on the Nominating Committee. 2 Ratify Auditors For Against 09/29/03 - A Fidelity National Financial, 316326107 08/18/03 3,962 Inc. *FNF* 1 Increase Authorized Common Stock For For 2 Elect Directors For For 08/04/03 - A GTECH Holdings Corp. *GTK* 400518106 06/13/03 1,560 1 Elect Directors For For 1.1 Elect Director Burnett W. Donoho --- For 1.2 Elect Director James F. McCann --- For 1.3 Elect Director W. Bruce Turner --- For WITHHOLD votes from W. Bruce Turner for standing as an insider on the Nominating Committee. 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 2,080 1 Elect Directors For For 2 Ratify Auditors For For 09/12/03 - A Integrated Device Technology, 458118106 07/21/03 2,905 Inc. *IDTI* 1 Elect Director Gregory S. Lang For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 09/23/03 - A Interstate Bakeries Corp. *IBC* 46072H108 08/08/03 1,270 1 Elect Directors For For 2 Ratify Auditors For For 07/23/03 - A KEMET Corporation *KEM* 488360108 06/13/03 2,400 1 Elect Directors For Withhold 1.1 Elect Director Charles E. Volpe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insider Dr. Jeffrey A. Graves and affiliated outsider Charles E. Volpe for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Jeffrey A. Graves --- Withhold 2 Ratify Auditors For Against 09/10/03 - A Korn Ferry International *KFY* 500643200 07/22/03 1,000 1 Elect Directors For For 1.1 Elect Director Patti S. Hart --- For 1.2 Elect Director Paul C. Reilly --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 4 Amend Omnibus Stock Plan For Against 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 1,795 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 07/24/03 - A Macromedia, Inc. *MACR* 556100105 05/27/03 1,700 1 Elect Directors For Split 1.1 Elect Director Robert K. Burgess --- For We recommend a vote FOR the directors with the exception of John (Ian) Giffen, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John (Ian) Giffen --- Withhold 1.3 Elect Director William H. Harris, Jr. --- For 1.4 Elect Director Robert A. Kotick --- For 1.5 Elect Director Donald L. Lucas --- For 1.6 Elect Director Timothy O'Reilly --- For 1.7 Elect Director William B. Welty --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/27/03 - A McData Corporation *MCDT* 580031201 07/01/03 3,200 1 Elect Directors For For 1.1 Elect Director Charles C. Johnston --- For 1.2 Elect Director John F. McDonnell --- For 1.3 Elect Director Laurence G. Walker --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 08/15/03 - A Microchip Technology, Inc. 595017104 06/20/03 5,760 *MCHP* 1 Elect Directors For For 1.1 Elect Director Steve Sanghi --- For We recommend a vote FOR the directors. 1.2 Elect Director Albert J. Hugo-Martinez --- For 1.3 Elect Director L.B. Day --- For 1.4 Elect Director Matthew W. Chapman --- For 1.5 Elect Director Wade F. Meyercord --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Employee Stock Purchase Plan For For 07/16/03 - A Modine Manufacturing Co. *MODI* 607828100 05/27/03 940 1 Elect Directors For For 1.1 Elect Director Frank W. Jones --- For We recommend a vote FOR the directors. 1.2 Elect Director Dennis J. Kuester --- For 1.3 Elect Director Michael T.Yonker --- For 07/25/03 - A Mylan Laboratories Inc. *MYL* 628530107 05/23/03 5,115 1 Elect Directors For Split 1.1 Elect Director Milan Puskar --- For We recommend a vote FOR the directors with the exception of Douglas J. Leech. We recommend that shareholders WITHHOLD votes from Douglas J. Leech for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Robert J. Coury --- For 1.3 Elect Director Wendy Cameron --- For 1.4 Elect Director Laurence S. DeLynn --- For 1.5 Elect Director John C. Gaisford, M.D. --- For 1.6 Elect Director Douglas J. Leech --- Withhold 1.7 Elect Director Joseph C. Maroon, M.D. --- For 1.8 Elect Director Patricia A. Sunseri --- For 1.9 Elect Director C.B. Todd --- For 1.10 Elect Director Randall L. Vanderveen, Ph.D. --- For 1.11 Elect Director Stuart A. Williams, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 09/10/03 - S Park Place Entertainment *PPE* 700690100 07/24/03 8,720 1 Change Company Name For For 09/08/03 - A Patterson Dental Co. *PDCO* 703412106 07/14/03 1,900 1 Elect Directors For For 2 Ratify Auditors For For 07/16/03 - A Powerwave Technologies, Inc. 739363109 05/19/03 1,800 *PWAV* 1 Elect Directors For For 1.1 Elect Director Daniel A. Artusi --- For We recommend a vote FOR the directors. 1.2 Elect Director Gregory M. Avis --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Bruce C. Edwards --- For 1.5 Elect Director David L. George --- For 1.6 Elect Director Eugene L. Goda --- For 1.7 Elect Director Carl W. Neun --- For 1.8 Elect Director Safi U. Qureshey --- For 1.9 Elect Director Andrew J. Sukawaty --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 08/13/03 - A Precision Castparts Corp. *PCP* 740189105 06/20/03 1,500 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 09/03/03 - A Quantum Corp. *QNTM* 747906204 07/07/03 4,780 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan 07/22/03 - A RF Micro Devices, Inc. *RFMD* 749941100 05/30/03 5,000 1 Elect Directors For For 1.1 Elect Director Robert A. Bruggeworth --- For We recommend a vote FOR the directors. 1.2 Elect Director David A. Norbury --- For 1.3 Elect Director William J. Pratt --- For 1.4 Elect Director Daniel A. Dileo --- For 1.5 Elect Director Dr. Frederick J. Leonberger --- For 1.6 Elect Director Dr. Albert E. Paladino --- For 1.7 Elect Director Erik Van Der Kaay --- For 1.8 Elect Director Walter H. Wilkinson, Jr. --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 09/23/03 - A Scholastic Corp. *SCHL* 807066105 08/01/03 1,110 1 Elect Directors For For 1.1 Elect Director John L. Davies as Common Stock Director --- For 1.2 Elect Director Linda B. Keene as Common Stock Director --- For 1.3 Elect Director John G. McDonald as Common Stock Director --- For 1.4 Elect Director Richard Robinson as Class A Stock Director --- For 1.5 Elect Director Rebeca M. Barrera as Class A Stock Director --- For 1.6 Elect Director Ramon C. Cortines as Class A Stock Director --- For 1.7 Elect Director Charles T. Harris III as Class A Stock Director --- For 1.8 Elect Director Andrew S. Hedden as Class A Stock Director --- For 1.9 Elect Director Mae C. Jemison as Class A Stock Director --- For 1.10 Elect Director Peter M. Mayer as Class A Stock Director --- For 1.11 Elect Director Augustus K. Oliver as Class A Stock Director --- For 1.12 Elect Director Richard M. Spaulding as Class A Stock Director --- For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Stock For Against Option Plan 08/11/03 - S Sierra Pacific Resources *SRP* 826428104 06/18/03 3,270 1 Approve the Conversion of Securities For For 09/03/03 - A Smithfield Foods, Inc. *SFD* 832248108 07/11/03 3,100 1 Elect Directors For For 2 Ratify Auditors For For 07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 1,880 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 08/14/03 - A The J. M. Smucker Co. *SJM* 832696405 06/16/03 1,395 1 Elect Directors For For 2 Ratify Auditors For For 07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 1,680 1 Elect Directors For For Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MID CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/29/03 - S Activision, Inc. *ATVI* 004930202 12/01/03 2,600 1 Increase Authorized Common Stock For For 10/30/03 - A Affiliated Computer Services, 008190100 09/19/03 3,950 Inc. *ACS* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 11/05/03 - A AmeriCredit Corp. *ACF* 03060R101 09/12/03 4,500 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/06/03 - A Avnet, Inc. *AVT* 053807103 09/08/03 3,460 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 1,950 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 4,500 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 5 Adjourn Meeting For Against 11/13/03 - A Brinker International, Inc. 109641100 09/15/03 2,890 *EAT* 1 Elect Directors For Split 1.1 Elect Director Ronald A. McDougall --- For We recommend a vote FOR the directors with the exceptions of Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard. We recommend that shareholders WITHHOLD votes from Audit Committee members Cece Smith, James E. Oesterreicher, Ronald Kirk, and Marvin J. Girouard for paying excessive non-audit fees. 1.2 Elect Director Douglas H. Brooks --- For 1.3 Elect Director Dan W. Cook, III --- For 1.4 Elect Director Robert M. Gates --- For 1.5 Elect Director Marvin J. Girouard --- Withhold 1.6 Elect Director Ronald Kirk --- Withhold 1.7 Elect Director George R. Mrkonic --- For 1.8 Elect Director Erle Nye --- For 1.9 Elect Director James E. Oesterreicher --- Withhold 1.10 Elect Director Cece Smith --- Withhold 1.11 Elect Director Roger T. Staubach --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 58.60 percent. Shareholder Proposal 3 Report on the Impact of Genetically Against Against Engineered Products 10/27/03 - A Carpenter Technology Corp. 144285103 08/29/03 580 *CRS* 1 Elect Directors For For 2 Ratify Auditors For For 11/25/03 - A CBRL Group, Inc. *CBRL* 12489V106 09/26/03 1,380 1 Elect Directors For Split 1.1 Elect Director James D. Carreker --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Jimmie D. White, Martha M. Mitchell and B. F. 'Jack' Lowery, and independent outsiders Robert C. Hilton, Robert V. Dale, and James D. Carreker. We recommend that shareholders WITHHOLD votes from Jimmie D. White for standing as an affiliated outsider on the Audit and Compensation committees and for paying excessive non-audit fees, Martha M. Mitchell for standing as affiliated outsider on the Compensation and Nominating committees, and B. F. 'Jack' Lowery for standing as affiliated outsider on the Nominating Committee. We recommend that shareholders WITHHOLD votes from Audit Committee members Jimmie D. White, Robert C. Hilton, Robert V. Dale, and James D. Carreker for paying excessive non-audit fees. 1.2 Elect Director Robert V. Dale --- Withhold 1.3 Elect Director Dan W. Evins --- For 1.4 Elect Director Robert C. Hilton --- Withhold 1.5 Elect Director Charles E. Jones, Jr. --- For 1.6 Elect Director B. F. 'Jack' Lowery --- Withhold 1.7 Elect Director Gordon L. Miller --- For 1.8 Elect Director Martha M. Mitchell --- Withhold 1.9 Elect Director Andrea M. Weiss --- For 1.10 Elect Director Jimmie D. White --- Withhold 1.11 Elect Director Michael A. Woodhouse --- For 2 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 57.27 percent. 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 2,270 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan Shareholder Proposal 3 Make Effort to Locate Women and Against Abstain Minorities for Board Nomination 11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 2,700 1 Elect Directors For For 1.1 Elect Director Joseph Ellis --- For We recommend a vote FOR the directors with the exception of affiliated outsider Michael Murphy. We recommend that shareholders WITHHOLD votes from Michael Murphy for standing as an affiliated outsider on the Audit and Human Resources & Governance committees. 1.2 Elect Director Lew Frankfort --- For 1.3 Elect Director Sally Frame Kasaks --- For 1.4 Elect Director Gary Loveman --- For 1.5 Elect Director Irene Miller --- For 1.6 Elect Director Keith Monda --- For 1.7 Elect Director Michael Murphy --- For 12/08/03 - A Copart, Inc. *CPRT* 217204106 10/13/03 2,600 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 1,300 *COCO* 1 Elect Directors For Split 1.1 Elect Director Paul R. St. Pierre --- Withhold We recommend a vote FOR the directors with the exception of Paul R. St. Pierre, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Linda Arey Skladany, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/28/03 - A Cree, Inc. *CREE* 225447101 09/04/03 2,100 1 Elect Directors For Split 1.1 Elect Director F. Neal Hunter --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx. We recommend that shareholders WITHHOLD votes from Audit Committee members Robert J. Potter, Ph.D., William J. O'Meara, James E. Dykes, and Dolph W. von Arx for paying excessive non-audit fees. 1.2 Elect Director Charles M. Swoboda --- For 1.3 Elect Director John W. Palmour, Ph.D. --- For 1.4 Elect Director Dolph W. von Arx --- Withhold 1.5 Elect Director James E. Dykes --- Withhold 1.6 Elect Director William J. O'Meara --- Withhold 1.7 Elect Director Robert J. Potter, Ph.D. --- Withhold 11/18/03 - A Devry Inc. *DV* 251893103 09/19/03 1,995 1 Elect Directors For For 2 Approve Stock Option Plan For For 3 Ratify Auditors For For 11/21/03 - A Donaldson Co., Inc. *DCI* 257651109 09/26/03 1,295 1 Elect Directors For For 2 Ratify Auditors For For 3 Increase Authorized Common Stock For For 11/28/03 - S DST Systems, Inc. *DST* 233326107 11/10/03 3,390 1 Approve Reorganization Plan For For 11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 1,400 1 Elect Directors For For 1.1 Elect Director Steven E. Nielsen --- For 1.2 Elect Director Stephen C. Coley --- For 2 Approve Omnibus Stock Plan For For 11/20/03 - A Education Management Corp. 28139T101 09/23/03 1,100 *EDMC* 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 1,895 1 Elect Directors For For 2 Ratify Auditors For For 10/29/03 - A Integrated Circuit Systems, 45811K208 09/19/03 2,000 Inc. *ICST* 1 Elect Directors For Split 1.1 Elect Director Hock E. Tan --- Withhold We recommend that shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock E. Tan for failure to establish an independent nominating committee. 1.2 Elect Director Nam P. Suh, Ph.D. --- For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 1,900 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/28/03 - A Jack Henry & Associates, Inc. 426281101 09/22/03 2,500 *JKHY* 1 Elect Directors For Split 1.1 Elect Director John W. Henry --- For We recommend a vote FOR the directors with the exceptions of independent outsiders Joseph J. Maliekel, George R. Curry, Burton O. George, and James J. Ellis. We recommend that shareholders WITHHOLD votes from Audit Committee members Joseph J. Maliekel, George R. Curry, Burton O. George, and James J. Ellis for paying excessive non-audit fees. 1.2 Elect Director Jerry D. Hall --- For 1.3 Elect Director Michael E. Henry --- For 1.4 Elect Director James J. Ellis --- Withhold 1.5 Elect Director Burton O. George --- Withhold 1.6 Elect Director George R. Curry --- Withhold 1.7 Elect Director Joseph J. Maliekel --- Withhold 10/28/03 - A Kennametal, Inc. *KMT* 489170100 09/09/03 1,065 1 Elect Directors For For 2 Ratify Auditors For For 11/06/03 - A Lam Research Corp. *LRCX* 512807108 09/12/03 3,700 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 11/17/03 - A Lancaster Colony Corp. *LANC* 513847103 09/19/03 1,045 1 Elect Directors For For 10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 3,330 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 12/10/03 - A LTX Corporation *LTXX* 502392103 10/31/03 1,400 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 4,595 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For 10/31/03 - S Neuberger Berman Inc. 641234109 09/24/03 2,100 1 Approve Merger Agreement For For 10/29/03 - S New York Community Bancorp, 649445103 09/12/03 4,100 Inc. *NYB* 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 10/07/03 - S Overture Services, Inc. 69039R100 08/27/03 1,800 1 Approve Merger Agreement For For 10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 2,030 1 Elect Directors For For 1.1 Elect Director Gary M. Cohen --- For 1.2 Elect Director David T. Gibbons --- For 1.3 Elect Director Judith A. Hemberger --- For 2 Approve Omnibus Stock Plan For For 10/29/03 - S Roslyn Bancorp, Inc. 778162107 09/12/03 2,200 1 Approve Merger Agreement For For 10/10/03 - A RPM International Inc. *RPM* 749685103 08/15/03 3,315 1 Elect Directors For For 2 Approve Non-Employee Director For For Restricted Stock Plan 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 1,900 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 3,500 1 Elect Directors For Split 1.1 Elect Director Lynn J. Mangum --- For We recommend a vote FOR the directors with the exception of Denis A. Bovin, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Denis A. Bovin --- Withhold 1.3 Elect Director Robert J. Casale --- For 1.4 Elect Director Thomas A. Cooper --- For 1.5 Elect Director Paula G. McInerney --- For 1.6 Elect Director Thomas E. McInerney --- For 1.7 Elect Director Joseph J. Melone --- For 1.8 Elect Director Dennis R. Sheehan --- For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/21/03 - A The Reader's Digest 755267101 09/26/03 2,815 Association, Inc. *RDA* 1 Elect Directors For For 10/22/03 - A Unifi, Inc. *UFI* 904677101 09/12/03 1,505 1 Approve Decrease in Size of Board For For 2 Elect Directors For Split 2.1 Elect Director William J. Armfield, IV --- For We recommend a vote FOR the directors with the exception of Kenneth G. Langone. We recommend that shareholders WITHHOLD votes from Kenneth G. Langone for standing as an affiliated outsider on the Compensation Committee. 2.2 Elect Director R. Wiley Bourne, Jr. --- For 2.3 Elect Director Charles R. Carter --- For 2.4 Elect Director Sue W. Cole --- For 2.5 Elect Director J.B. Davis --- For 2.6 Elect Director Kenneth G. Langone --- Withhold 2.7 Elect Director Donald F. Orr --- For 2.8 Elect Director Brian R. Parke --- For 2.9 Elect Director G. Alfred Webster --- For 10/28/03 - A Universal Corp. *UVV* 913456109 09/08/03 750 1 Elect Directors For For 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 2,500 1 Amend Omnibus Stock Plan For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT MID CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/22/04 - A AdvancePCS 00790K109 02/05/04 2,800 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director T. Danny Phillips --- Withhold We recommend a vote FOR the directors with the exceptions of Jean-Pierre Millon and T. Danny Phillips. We recommend that shareholders WITHHOLD votes from Jean-Pierre Millon and T. Danny Phillips for failure to establish an independent nominating committee. 2.2 Elect Director Dr. George Poste --- For 2.3 Elect Director Jean-Pierre Millon --- Withhold 3 Approve Omnibus Stock Plan For For 4 Amend Articles For For 5 Ratify Auditors For For 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/31/04 - A Albemarle Corp. *ALB* 012653101 02/13/04 1,300 1 Elect Directors For For 2 Ratify Auditors For For 01/27/04 - A Apogent Technologies Inc. *AOT* 03760A101 12/01/03 2,695 1 Elect Directors For For 03/11/04 - A Cabot Corp. *CBT* 127055101 01/12/04 1,775 1 Elect Directors For Split 1.1 Elect Director Kennett F. Burnes --- For We recommend a vote FOR the directors with the exception of affiliated outsider Roderick C.G. MacLeod. We recommend that shareholders WITHHOLD votes from Roderick C.G. MacLeod for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John S. Clarkeson --- For 1.3 Elect Director Roderick C.G. MacLeod --- Withhold 1.4 Elect Director Ronaldo H. Schmitz --- For 03/09/04 - A Cabot Microelectronics Corp. 12709P103 01/20/04 1,434 *CCMP* 1 Elect Directors For For 2 Elect Director William P. Noglows For For 3 Ratify Auditors For For 4 Approve Omnibus Stock Plan For For 01/29/04 - A D.R. Horton, Inc. *DHI* 23331A109 12/04/03 4,600 1 Elect Directors For For 2 Amend Executive Incentive Bonus Plan For For 3 Other Business For Against 01/26/04 - A Energizer Holdings, Inc. *ENR* 29266R108 11/21/03 2,500 1 Elect Directors For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 1,400 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/12/04 - A Hillenbrand Industries, Inc. 431573104 12/17/03 1,830 *HB* 1 Elect Directors For Split 1.1 Elect Director Ray J. Hillenbrand as Class II Director --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Ray J. Hillenbrand. We recommend that shareholders WITHHOLD votes from Ray J. Hillenbrand for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Anne Griswold Peirce as Class II Director --- For 1.3 Elect Director Peter H. Soderberg as Class II Director --- For 2 Elect Director Joanne C. Smith as For For Class III Director 3 Ratify Auditors For For 01/27/04 - A Hormel Foods Corp. *HRL* 440452100 12/01/03 4,125 1 Elect Directors For For 2 Ratify Auditors For For 03/05/04 - A Hovnanian Enterprises, Inc. 442487203 01/16/04 900 *HOV* 1 Elect Directors For Split 1.1 Elect Director K. Hovnanian --- Withhold 1.2 Elect Director A. Hovnanian --- Withhold 1.3 Elect Director G. Decesaris, Jr. --- Withhold 1.4 Elect Director A. Greenbaum --- Withhold 1.5 Elect Director D. Mcdonald --- For 1.6 Elect Director J. Robbins --- For 1.7 Elect Director J. Sorsby --- Withhold 1.8 Elect Director S. Weinroth --- For 1.9 Elect Director E. Kangas --- For 2 Ratify Auditors For For 3 Increase Authorized Common Stock For For 4 Approve Executive Incentive Bonus For For Plan 5 Amend Omnibus Stock Plan For Against 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 1,900 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 1,620 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 01/21/04 - A Lee Enterprises, Inc. *LEE* 523768109 12/01/03 1,420 1 Elect Directors For For 1.1 Elect Director Mary E. Junck --- For 1.2 Elect Director Andrew E. Newman --- For 1.3 Elect Director Gordon D. Prichett --- For 2 Approve/Amend Executive Incentive For For Bonus Plan 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 03/30/04 - A Lennar Corp. *LEN* 526057104 02/05/04 4,774 1 Elect Directors For Split 1.1 Elect Director Irving Bolotin --- Withhold We recommend a vote FOR the directors with the exception of Irving Bolotin from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director R. Kirk Landon --- For 1.3 Elect Director Donna E. Shalala --- For 2 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/19/04 - A National Fuel Gas Co. *NFG* 636180101 12/22/03 2,470 1 Elect Directors For Split 1.1 Elect Director Philip C. Ackerman --- For 1.2 Elect Director Bernard S. Lee --- Withhold 2 Ratify Auditors For Against Shareholder Proposal 3 Limit Awards to Executives Against Against 03/11/04 - A Nordson Corp. *NDSN* 655663102 01/14/04 1,060 1 Elect Directors For Split 1.1 Elect Director William D. Ginn --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Stephen R. Hardis and affiliated outsider William D. Ginn. We recommend that shareholders WITHHOLD votes from Stephen R. Hardis for sitting on more than six boards. We recommend that shareholders WITHHOLD votes from William D. Ginn for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Stephen R. Hardis --- Withhold 1.3 Elect Director William L. Robinson --- For 1.4 Elect Director Benedict P. Rosen --- For 2 Approve Omnibus Stock Plan For Against The total cost of the company's plans of 34.70 percent is above the allowable cap for this company of 12.03 percent. 3 Approve Executive Incentive Bonus For For Plan 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 1,300 1 Elect Directors For For 2 Ratify Auditors For For 02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 1,400 *RJF* 1 Elect Directors For For 1.1 Elect Director Angela M. Biever --- For We recommend a vote FOR the directors. 1.2 Elect Director Jonathan A. Bulkley --- For 1.3 Elect Director Francis S. Godbold --- For 1.4 Elect Director H. William Habermeyer, Jr. --- For 1.5 Elect Director Chet Helck --- For 1.6 Elect Director Harvard H. Hill, Jr., CFP --- For 1.7 Elect Director Thomas A. James --- For 1.8 Elect Director Dr. Paul W. Marshall --- For 1.9 Elect Director Kenneth A. Shields --- For 1.10 Elect Director Hardwick Simmons --- For 2 Approve Incentive Compensation For For Criteria for Certain Executive Officers Because qualification of the above incentive compensation criteria under 162(m) will provide the company with tax deductibility, we recommend a vote FOR this proposal. 3 Ratify Auditors For For 01/16/04 - S Sicor, Inc. 825846108 12/09/03 3,500 1 Approve Merger Agreement For For 03/24/04 - S The Dial Corporation 25247D101 02/17/04 2,905 1 Approve Merger Agreement For For 2 Other Business For Against 01/16/04 - A The Neiman Marcus Group, Inc. 640204202 11/18/03 1,425 *NMG.A* 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For Shareholder Proposal 4 Provide for Cumulative Voting Against Against 03/16/04 - S The Titan Corp. *TTN* 888266103 02/09/04 100 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 02/25/04 - A The Valspar Corp. *VAL* 920355104 12/31/03 1,600 1 Elect Directors For For 2 Approve/Amend Executive Incentive For For Bonus Plan 3 Ratify Auditors For For 03/18/04 - A Toll Brothers, Inc. *TOL* 889478103 01/23/04 100 1 Elect Directors For For 2 Ratify Auditors For For 02/06/04 - A Tyson Foods, Inc. *TSN* 902494103 12/23/03 10,492 1 Elect Directors For Split 1.1 Elect Director Don Tyson --- Withhold We recommend a vote FOR Lloyd V. Hackley. We recommend that shareholders WITHHOLD votes from Audit Committee members Jo Ann R. Smith, David A. Jones, and Jim Kever for paying excessive non-audit fees, and Don Tyson, John Tyson, Barbara A. Tyson, Richard L. Bond and Leland E. Tollett for failure to have a majority independent board. 1.2 Elect Director John Tyson --- Withhold 1.3 Elect Director Leland E. Tollett --- Withhold 1.4 Elect Director Barbara A. Tyson --- Withhold 1.5 Elect Director Lloyd V. Hackley --- For 1.6 Elect Director Jim Kever --- For 1.7 Elect Director David A. Jones --- For 1.8 Elect Director Richard L. Bond --- Withhold 1.9 Elect Director Jo Ann R. Smith --- For 2 Amend Omnibus Stock Plan For For The total cost of the company's plans of 6.91 percent is within the allowable cap for this company of 7.56 percent. 3 Approve Employee Stock Purchase Plan For Against Despite the fact that the plan complies with Section 423 of the Internal Revenue Code and that the number of shares that would be reserved is reasonable, we do not support the plan because the plan does not specify an offering period. 4 Ratify Auditors For For Shareholder Proposals 5 Remove Supervoting Rights for Class Against For B Common Stock We support the elimination of dual-class capital structures with unequal voting rights, which can create impediments to a takeover and cause shareholders' voting rights to be disproportionate to their economic investment in a company. Therefore, we believe this amendment warrants shareholder support. 6 Separate Chairman and CEO Positions Against Against 02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 1,100 1 Elect Directors For For 1.1 Elect Director John G. McDonald --- For 1.2 Elect Director Wayne R. Moon --- For 2 Approve/Amend Executive Incentive For For Bonus Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/19/04 - A Varian Medical Systems Inc 92220P105 12/22/03 2,000 *VAR* 1 Elect Directors For For 1.1 Elect Director John Seely Brown --- For We recommend a vote FOR the directors with the exception of Terry R. Lautenbach. We recommend that shareholders WITHHOLD votes from Audit Committee member Terry R. Lautenbach for paying excessive non-audit fees. 1.2 Elect Director Samuel Hellman --- For 1.3 Elect Director Terry R. Lautenbach --- For 2 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 2,100 1 Elect Directors For Split 1.1 Elect Director Thomas F. Kenney --- For 1.2 Elect Director Derek L. Chinn --- Withhold WITHHOLD votes from Derek L. Chinn for standing as an affiliated outsider on the Audit Committee and W. Alden Harris for standing as an affiliated outsider on the Compensation Committee. 1.3 Elect Director W. Alden Harris --- Withhold 1.4 Elect Director Guy C. Pinkerton --- For 2 Ratify Auditors For For 03/02/04 - A WGL Holdings, Inc. *WGL* 92924F106 01/12/04 1,580 1 Elect Directors For For 2 Ratify Auditors For For 3 Provide for Cumulative Voting Against Against Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MID CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 06/24/04 - A A.G. Edwards, Inc. *AGE* 281760108 05/03/04 2,475 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 2,975 1 Elect Directors For Split Mgmt 1.1 Elect Director John A. Golden --- For We recommend a vote FOR the directors with the exception of insider Seth R. Johnson. We recommend that shareholders WITHHOLD votes from Seth R. Johnson for failure to establish a majority independent board. 1.2 Elect Director Seth R. Johnson --- Withhold 1.3 Elect Director Edward F. Limato --- For 04/15/04 - A ADTRAN, Inc. *ADTN* 00738A106 03/01/04 2,290 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 2,600 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 1,200 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan The total cost of the company's plans of 24.50 percent is above the allowable cap for this company of 19.88 percent. 3 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 23.63 percent is above the allowable cap for this company of 19.88 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Equity grants including stock options and restricted stock to top five named 4 Ratify Auditors For For Mgmt 04/22/04 - A AGCO Corp. *AG* 001084102 03/12/04 2,210 1 Elect Directors For For Mgmt 2 Prepare Sustainability Report Against For ShrHoldr While AGCO does have a code of conduct for employees available on the company website, discussion on issues of community involvement, diversity, workplace health and safety, and sustainable growth could be improved and included as part of a comprehensive report. Moreover, some industry peers and competitors have implemented substantial reporting initiatives on these topics. Additionally, while the GRI may not focus on issues specific to AGCO's industry, we do not believe that the incremental approach advocated by the GRI would be overly burdensome for the company to implement. Therefore, considering the lack of disclosure relative to other companies in the industry and the potential benefits that could be derived from increased reporting, we recommend a vote for this proposal. 04/28/04 - A AGL Resources Inc. *ATG* 001204106 02/20/04 100 1 Elect Directors For For Mgmt 04/22/04 - A Alexander & Baldwin, Inc. 014482103 02/19/04 1,550 *ALEX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Chun --- For We recommend a vote FOR the directors with the exception of Walter A. Dods, Jr.. We recommend that shareholders WITHHOLD votes from Walter A. Dods, Jr. for standing as an affiliated outsider on the Audit Committee and Walter A. Dods, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Allen Doane --- For 1.3 Elect Director Walter A. Dods, Jr. --- Withhold 1.4 Elect Director Charles G. King --- For 1.5 Elect Director Constance H. Lau --- For 1.6 Elect Director Carson R. McKissick --- For 1.7 Elect Director Maryanna G. Shaw --- For 1.8 Elect Director Charles M. Stockholm --- For 1.9 Elect Director Jeffrey N. Watanabe --- For 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/11/04 - A Allete Inc. *ALE* 018522102 03/12/04 2,630 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Alliant Energy Corp. *LNT* 018802108 04/01/04 3,375 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/04/04 - A Allmerica Financial Corp. 019754100 03/22/04 1,665 *AFC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 2,607 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/04 - A American Eagle Outfitters, 02553E106 04/30/04 1,882 Inc. *AEOS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jon P. Diamond --- Withhold We recommend that shareholders vote FOR Janice E. Page but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider James V. O'Donnell and affiliated outsider Jon P. Diamond for failure to establish a majority independent board. 1.2 Elect Director James V. O'Donnell --- Withhold 1.3 Elect Director Janice E. Page --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 3 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 05/25/04 - A American Financial Group, Inc. 025932104 03/31/04 100 *AFG* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/18/04 - A AMETEK, Inc. *AME* 031100100 03/26/04 2,220 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 1,400 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 06/28/04 - S Apogent Technologies Inc. 03760A101 05/14/04 2,695 *AOT* 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 1,800 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 04/21/04 - A Apria Healthcare Group, Inc. 037933108 03/17/04 1,545 *AHG* 1 Elect Directors For For Mgmt 05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 1,104 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares is above the allowable threshold of 160,000,000 shares. 3 Approve Omnibus Stock Plan For For Mgmt 05/05/04 - A Aquila Inc. *ILA* 03840P102 03/08/04 5,895 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. Baker --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider John R. Baker. We recommend that shareholders WITHHOLD votes from John R. Baker for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Irvine O. Hockaday, Jr. --- For 1.3 Elect Director Heidi E. Hutter --- For 1.4 Elect Director Dr. Stanley O. Ikenberry --- For 04/22/04 - A Arch Coal, Inc. *ACI* 039380100 03/01/04 1,500 1 Elect Directors For For Mgmt 05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 2,925 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Arthur J. Gallagher & Co. 363576109 03/22/04 2,700 *AJG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/18/04 - A Ascential Software Corp. 04362P207 04/26/04 1,778 *ASCL* 1 Elect Directors For For Mgmt 2 Reduce Authorized Common Stock For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Associated Banc-Corp. *ASBC* 045487105 02/20/04 100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/04 - A Astoria Financial Corp. *AF* 046265104 03/26/04 2,530 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/12/04 - A Atmel Corp. *ATML* 049513104 03/16/04 14,490 1 Elect Directors For Split Mgmt 1.1 Elect Director George Perlegos --- Withhold We recommend a vote FOR the directors with the exceptions of insiders George Perlegos, Gust Perlegos, Tsung-Ching Wu, and affiliated outsider Norm Hall. We recommend that shareholders WITHHOLD votes from George Perlegos, Gust Perlegos and Tsung-Ching Wu for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Norm Hall for standing as an affiliated outsider on the Compensation Committee and for failure to establish a majority independent board. 1.2 Elect Director Gust Perlegos --- Withhold 1.3 Elect Director Tsung-Ching Wu --- Withhold 1.4 Elect Director T. Peter Thomas --- For 1.5 Elect Director Norm Hall --- Withhold 1.6 Elect Director Pierre Fougere --- For 1.7 Elect Director Dr. Chaiho Kim --- For 1.8 Elect Director David Sugishita --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Bandag Inc. *BDG* 059815100 03/05/04 680 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 19.91 percent is above the allowable cap for this company of 10.13 percent. 3 Ratify Auditors For For Mgmt 04/30/04 - A BANK OF HAWAII CORP *BOH* 062540109 03/01/04 1,685 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Banknorth Group, Inc. *BNK* 06646R107 03/08/04 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Banta Corp. *BN* 066821109 03/05/04 1,010 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/02/04 - A Barnes & Noble, Inc. *BKS* 067774109 04/12/04 2,195 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Increase in Size of Board For For Mgmt 5 Ratify Auditors For For Mgmt 04/01/04 - A Beckman Coulter, Inc. *BEC* 075811109 02/02/04 1,810 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald W. Dollens --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Ronald W. Dollens. We recommend that shareholders WITHHOLD votes from Ronald W. Dollens for poor attendance. 1.2 Elect Director Charles A. Haggerty --- For 1.3 Elect Director William N. Kelley, M.D. --- For 2 Approve Omnibus Stock Plan For For Mgmt 05/11/04 - A Belo Corp. *BLC* 080555105 03/19/04 3,415 1 Elect Directors For For Mgmt 1.1 Elect Director Louis E. Caldera --- For 1.2 Elect Director J. L. Craven, M.D., Mph --- For 1.3 Elect Director Stephen Hamblett --- For 1.4 Elect Director Dealey D. Herndon --- For 1.5 Elect Director Wayne R. Sanders --- For 2 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 12.31 percent is above the allowable cap for this company of 8.08 percent. 05/20/04 - A BJ *BJ* 05548J106 04/05/04 2,130 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Black Hills Corp. *BKH* 092113109 04/07/04 1,170 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/24/04 - A Blyth Inc. *BTH* 09643P108 05/13/04 2,730 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert B. Goergen --- For We recommend a vote FOR the directors with the exception of affiliated outsider Howard E. Rose. We recommend that shareholders WITHHOLD votes from Howard E. Rose for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Neal I. Goldman --- For 1.3 Elect Director Howard E. Rose --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/20/04 - A Borders Group, Inc. *BGP* 099709107 03/23/04 2,265 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Borg-Warner, Inc. *BWA* 099724106 03/05/04 251 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For Against Mgmt Considering the company's recent stock price information, the split appears to be in shareholders' best interests. However, the requested increase in authorized common stock is excessive. 4 Ratify Auditors For For Mgmt 05/12/04 - A Bowater Inc. *BOW* 102183100 03/15/04 1,745 1 Elect Directors For For Mgmt 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 2,100 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Brown & Brown, Inc. *BRO* 115236101 03/01/04 2,100 1 Elect Directors For For Mgmt 05/20/04 - A C.H. Robinson Worldwide, Inc. 12541W100 03/22/04 2,510 *CHRW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Cadence Design Systems, Inc. 127387108 04/23/04 8,080 *CDN* 1 Elect Directors For Split Mgmt 1.1 Elect Director H. Raymond Bingham --- For We recommend a vote FOR the directors with the exception of independent outsider Sean M. Maloney. We recommend that shareholders WITHHOLD votes from Sean M. Maloney for poor attendance. 1.2 Elect Director Susan L. Bostrom --- For 1.3 Elect Director Donald L. Lucas --- For 1.4 Elect Director Sean M. Maloney --- Withhold 1.5 Elect Director Alberto Sangiovanni-Vincentelli --- For 1.6 Elect Director George M. Scalise --- For 1.7 Elect Director John B. Shoven --- For 1.8 Elect Director Roger S. Siboni --- For 1.9 Elect Director Lip-Bu Tan --- For 2 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 15.42 percent is above the allowable cap for this company of 12.56 percent. Additionally, this company has repriced stock options without shareholder approval in the past. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A Caesar's Entertainment *CZR* 127687101 04/06/04 9,220 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Callaway Golf Co. *ELY* 131193104 03/26/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director Ronald A. Drapeau --- For We recommend a vote FOR the directors with the exception of independent outsider Yotaro Kobayashi. We recommend that shareholders WITHHOLD votes from Yotaro Kobayashi for poor attendance. 1.2 Elect Director Samuel H. Armacost --- For 1.3 Elect Director William C. Baker --- For 1.4 Elect Director Ronald S. Beard --- For 1.5 Elect Director John C. Cushman, III --- For 1.6 Elect Director Yotaro Kobayashi --- Withhold 1.7 Elect Director Richard L. Rosenfield --- For 1.8 Elect Director Anthony S. Thornley --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 3,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A CDW Corp. *CDWC* 12512N105 04/01/04 2,650 1 Elect Directors For For Mgmt 1.1 Elect Director Michelle L. Collins --- For 1.2 Elect Director Casey G. Cowell --- For 1.3 Elect Director John A. Edwardson --- For 1.4 Elect Director Daniel S. Goldin --- For 1.5 Elect Director Donald P. Jacobs --- For 1.6 Elect Director Michael P. Krasny --- For 1.7 Elect Director Terry L. Lengfelder --- For 1.8 Elect Director Susan D. Wellington --- For 1.9 Elect Director Brian E. Williams --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For Against Mgmt Omnibus Stock Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent. 05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 4,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/13/04 - A CERTEGY INC *CEY* 156880106 03/15/04 1,900 1 Elect Directors For For Mgmt 05/12/04 - A Charles River Laboratories 159864107 03/15/04 1,400 International, Inc. *CRL* 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Foster --- For We recommend a vote FOR the directors with the exception of affiliated outsider George M. Milne. We recommend that shareholders WITHHOLD votes from George M. Milne for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Robert Cawthorn --- For 1.3 Elect Director Stephen D. Chubb --- For 1.4 Elect Director George E. Massaro --- For 1.5 Elect Director George M. Milne --- Withhold 1.6 Elect Director Douglas E. Rogers --- For 1.7 Elect Director Samuel O. Thier --- For 1.8 Elect Director William H. Waltrip --- For 2 Ratify Auditors For For Mgmt 06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 2,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Helene B. Gralnick --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Scott A. Edmonds and Helene B. Granick. We recommend that shareholders WITHHOLD votes from Scott A. Edmonds and Helene B. Granick for failure to establish a majority independent board. 1.2 Elect Director Verna K. Gibson --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director Scott A. Edmonds --- Withhold 2 Change Range for Size of the Board For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A ChoicePoint Inc. *CPS* 170388102 03/10/04 1,440 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 1,210 *CHD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Cincinnati Bell Inc. *CBB* 171871106 02/25/04 7,460 1 Elect Directors For For Mgmt 04/28/04 - A City National Corp. *CYN* 178566105 03/01/04 1,610 1 Elect Directors For Split Mgmt 1.1 Elect Director Russell Goldsmith --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald L. Olson. We recommend that shareholders WITHHOLD votes from Ronald L. Olson for poor attendance. 1.2 Elect Director Michael L. Meyer --- For 1.3 Elect Director Ronald L. Olson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 06/23/04 - A Claire *CLE* 179584107 04/30/04 2,980 1 Elect Directors For Split Mgmt 1.1 Elect Director Marla L. Schaefer --- Withhold We recommend a vote FOR the directors with the exception of insiders Ira D. Kaplan, E. Bonnie Schaefer, and Marla L. Schaefer. We recommend that shareholders WITHHOLD votes from Ira D. Kaplan, E. Bonnie Schaefer, and Marla L. Schaefer for failure to establish a majority independent board. 1.2 Elect Director E. Bonnie Schaefer --- Withhold 1.3 Elect Director Ira D. Kaplan --- Withhold 1.4 Elect Director Bruce G. Miller --- For 1.5 Elect Director Steven H. Tishman --- For 1.6 Elect Director Todd D. Jick --- For 1.7 Elect Director Ann Spector Leiff --- For 2 Adopt MacBride Principles Against Against ShrHoldr Based on the fact that the existing reporting requirements are substantially similar to the MacBride Principles, the potential difficulties associated with full implementation of the Principles, and the lack of any specific controversies regarding the company's operations in Northern Ireland, we do not believe that the adoption of the MacBride Principles is necessary at this time. 04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 1,515 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Cognizant Technology Solutions 192446102 04/13/04 2,100 Corp. *CTSH* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Common Stock 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.89 percent is above the allowable cap for this company of 12.74 percent. 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/11/04 - A Commerce Bancorp, Inc. *CBH* 200519106 04/23/04 100 1 Elect Directors For For Mgmt 2 Approve Stock Option Plan For Against Mgmt The total cost of the company's plans of 13.98 percent is above the allowable cap for this company of 10.27 percent. 3 Increase Authorized Common Stock For Against Mgmt The requested increase of 350,000,000 shares is above the allowable threshold of 240,000,000 shares. 4 Ratify Auditors For For Mgmt 05/07/04 - A CommScope, Inc. *CTV* 203372107 03/11/04 1,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 3,000 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/19/04 - A Compass Bancshares, Inc. 20449H109 03/05/04 3,675 *CBSS* 1 Elect Directors For For Mgmt 2 Adopt Dividend Reinvestment Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Cooper Cameron Corp. *CAM* 216640102 03/15/04 1,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare Sustainability Report Against Against ShrHoldr 04/29/04 - A Covance Inc. *CVD* 222816100 03/10/04 1,870 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Robert M. Baylis --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Irwin Lerner and Robert M. Baylis for failure to implement the board declassification proposal. 1.2 Elect Director Irwin Lerner --- Withhold 2 Declassify the Board of Directors Against Against ShrHoldr 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/03/04 - A Coventry Health Care Inc. 222862104 04/05/04 2,700 *CVH* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Crompton Corporation *CK* 227116100 02/27/04 3,520 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A CSG Systems International, 126349109 03/30/04 1,545 Inc. *CSGS* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 1,600 *CFR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Cytec Industries Inc. *CYT* 232820100 02/23/04 1,365 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 3,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 4,757 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Ronald Kirk for standing as an affiliated outsider on the Nominating Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from insiders Gregg L. Engles and Alan J. Bernon, and independent outsiders Joseph S. Hardin, Jr. and John S. Llewellyn, Jr. for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 05/10/04 - A Dentsply International, Inc. 249030107 03/25/04 2,332 *XRAY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Diebold, Inc. *DBD* 253651103 02/27/04 2,190 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - A Dollar Tree Stores, Inc. 256747106 04/23/04 3,702 *DLTR* 1 Change Range for Size of the Board For For Mgmt 2 Elect Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Edwards Lifesciences 28176E108 03/19/04 1,200 Corporation *EW* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert A. Ingram --- Withhold We recommend a vote FOR Vernon R. Loucks, Jr. but WITHHOLD votes from independent outsider Robert A. Ingram. We recommend that shareholders WITHHOLD votes from Robert A. Ingram for sitting on more than six boards. 1.2 Elect Director Vernon R. Loucks Jr. --- For 2 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 3 Ratify Auditors For For Mgmt 06/30/04 - A Emmis Communications Corp. 291525103 04/23/04 1,600 *EMMS* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jeffrey H. Smulyan --- Withhold We recommend shareholders WITHHOLD votes from all of the nominees. We recommend shareholders withhold votes from insiders Jeffrey H. Smulyan and Walter Z. Berger and from affiliated outsider Greg A. Nathanson for failure to establish a majority independent board of directors. 1.2 Elect Director Walter Z. Berger --- Withhold 1.3 Elect Director Greg A. Nathanson --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/18/04 - A Energy East Corporation *EAS* 29266M109 04/22/04 4,565 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Eliminate Cumulative Voting For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 4,580 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 1,500 *ETM* 1 Elect Directors For For Mgmt 04/14/04 - A Equitable Resources, Inc. 294549100 02/17/04 2,000 *EQT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A Expeditors International Of 302130109 03/10/04 2,229 Washington, Inc. *EXPD* 1 Elect Directors For Split Mgmt 1.1 Elect Director Peter J. Rose --- Withhold We recommend a vote FOR the directors with the exceptions of insiders R. Jordan Gates, James L.K. Wang and Peter J. Rose. We recommend that shareholders WITHHOLD votes from R. Jordan Gates, James L.K. Wang and Peter J. Rose for poor disclosure of the members of the nominating committee. 1.2 Elect Director James L.K. Wang --- Withhold 1.3 Elect Director R. Jordan Gates --- Withhold 1.4 Elect Director James J. Casey --- For 1.5 Elect Director Dan P. Kourkoumelis --- For 1.6 Elect Director Michael J. Malone --- For 1.7 Elect Director John W. Meisenbach --- For 05/07/04 - S Extended Stay America, Inc. 30224P101 04/08/04 2,900 1 Approve Merger Agreement For For Mgmt 05/04/04 - A Fairchild Semiconductor 303726103 03/10/04 3,600 International, Inc. *FCS* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A Ferro Corp. *FOE* 315405100 03/05/04 1,390 1 Elect Directors For For Mgmt 05/13/04 - A First American Corp. *FAF* 318522307 03/24/04 2,400 1 Elect Directors For For Mgmt 05/13/04 - A First Health Group Corp. 320960107 03/26/04 2,850 *FHCC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael J. Boskin, Phd --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald H. Galowich. We recommend that shareholders WITHHOLD votes from Ronald H. Galowich for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Daniel S. Brunner --- For 1.3 Elect Director Raul Cesan --- For 1.4 Elect Director Ronald H. Galowich --- Withhold 1.5 Elect Director Harold S. Handelsman --- For 1.6 Elect Director Don Logan --- For 1.7 Elect Director William Mayer --- For 1.8 Elect Director David E. Simon --- For 1.9 Elect Director James C. Smith --- For 1.10 Elect Director Edward L. Wristen --- For 2 Ratify Auditors For For Mgmt 04/21/04 - A FirstMerit Corp. *FMER* 337915102 02/23/04 2,670 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/22/04 - A Flowserve Corp. *FLS* 34354P105 04/29/04 1,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/04 - A FMC Corp. *FMC* 302491303 03/01/04 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A FMC Technologies, Inc. *FTI* 30249U101 02/27/04 2,000 1 Elect Directors For For Mgmt 1.1 Elect Director Asbjorn Larsen --- For We recommend a vote FOR the directors with the exception of affiliated outsider James R. Thompson. We recommend that shareholders WITHHOLD votes from James R. Thompson for standing as an affiliated outsider on the Compensation and Nominating & Governance committees. 1.2 Elect Director Joseph H. Netherland --- For 1.3 Elect Director James R. Thompson --- For 05/13/04 - A Forest Oil Corp. *FST* 346091705 03/15/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Furniture Brands 360921100 03/01/04 854 International, Inc. *FBN* 1 Elect Directors For For Mgmt 06/30/04 - A Gartner , Inc. *IT* 366651107 05/03/04 3,400 1 Elect Directors For For Mgmt 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 538 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 6,240 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 04/28/04 - A GLATFELTER *GLT* 377316104 03/03/04 1,540 1 Elect Directors For For Mgmt 1.1 Elect Director Kathleen A. Dahlberg --- For 1.2 Elect Director Richard C. III --- For 1.3 Elect Director Lee C. Stewart --- For 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although the company currently does not have a poison pill, we believe that any future adoption of a pill should be submitted to a shareholder vote. 04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Grant Prideco Inc *GRP* 38821G101 03/22/04 3,830 1 Elect Directors For For Mgmt 04/30/04 - A GreenPoint Financial Corp. 395384100 03/19/04 4,087 *GPT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Hanover Compressor Co. *HC* 410768105 03/31/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Harsco Corp. *HSC* 415864107 03/04/04 1,230 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A Harte-Hanks, Inc. *HHS* 416196103 03/31/04 2,735 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/20/04 - A Hawaiian Electric Industries, 419870100 02/11/04 1,315 Inc. *HE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Victor Hao Li, S.J.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jeffrey N. Watanabe. We recommend that shareholders WITHHOLD votes from Jeffrey N. Watanabe for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director T. Michael May --- For 1.3 Elect Director Diane J. Plotts --- For 1.4 Elect Director Kelvin H. Taketa --- For 1.5 Elect Director Jeffrey N. Watanabe --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Health Net, Inc. *HNT* 42222G108 03/19/04 3,450 1 Elect Directors For Split Mgmt 1.1 Elect Director J. Thomas Bouchard --- For We recommend a vote FOR the directors with the exception of Roger F. Greaves. We recommend that shareholders WITHHOLD votes from Roger F. Greaves for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Theodore F. Craver, Jr. --- For 1.3 Elect Director Thomas T. Farley --- For 1.4 Elect Director Gale S. Fitzgerald --- For 1.5 Elect Director Patrick Foley --- For 1.6 Elect Director Jay M. Gellert --- For 1.7 Elect Director Roger F. Greaves --- Withhold 1.8 Elect Director Richard W. Hanselman --- For 1.9 Elect Director Richard J. Stegemeier --- For 1.10 Elect Director Bruce G. Willison --- For 1.11 Elect Director Frederick C. Yeager --- For 2 Eliminate Class of Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 1,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 04/21/04 - A Hibernia Corp. *HIB* 428656102 02/25/04 4,675 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 1,800 *HIW* 1 Elect Directors For For Mgmt 1.1 Elect Director Edward J. Fritsch --- For 1.2 Elect Director Lawrence S. Kaplan --- For 1.3 Elect Director L. Glenn Orr, Jr. --- For 1.4 Elect Director William E. Graham, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/04 - A HNI CORP *HNI* 438092108 03/05/04 1,715 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Amend Articles to Remove For For Mgmt Antitakeover Provisions 05/25/04 - A Horace Mann Educators Corp. 440327104 03/26/04 1,330 *HMN* 1 Elect Directors For For Mgmt 05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 2,100 *HPT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Trustee Arthur G. Koumantzelis --- Withhold We recommend withholding votes from independent outsider Arthur G. Koumantzelis. We recommend that shareholders WITHHOLD votes from Arthur G. Koumantzelis for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 1,855 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A IDACORP, Inc. *IDA* 451107106 04/01/04 1,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Charitable Contributions Against Against ShrHoldr 05/05/04 - A Imation Corp. *IMN* 45245A107 03/12/04 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/14/04 - A IMC Global Inc. *IGL* 449669100 03/31/04 3,480 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/24/04 - A Independence Community Bank 453414104 05/11/04 2,500 Corp. *ICBC* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A IndyMac Bancorp, Inc. *NDE* 456607100 03/01/04 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael W. Perry --- For We recommend a vote FOR the directors with the exception of Patrick C. Haden. We recommend that shareholders WITHHOLD votes from Patrick C. Haden for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Louis E. Caldera --- For 1.3 Elect Director Lyle E. Gramley --- For 1.4 Elect Director Hugh M. Grant --- For 1.5 Elect Director Patrick C. Haden --- Withhold 1.6 Elect Director Terrance G. Hodel --- For 1.7 Elect Director Robert L. Hunt II --- For 1.8 Elect Director James R. Ukropina --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/04 - A Internet Security Systems, 46060X107 04/02/04 1,600 Inc. *ISSX* 1 Elect Directors For For Mgmt 05/12/04 - A Intersil Corporation *ISIL* 46069S109 03/17/04 4,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A ITT Educational Services, Inc. 45068B109 03/05/04 1,400 *ESI* 1 Elect Directors For For Mgmt 1.1 Elect Director Rene R. Champagne --- For 1.2 Elect Director John F. Cozzi --- For 1.3 Elect Director James D. Fowler, Jr. --- For 1.4 Elect Director Harris N. Miller --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 200,000,000 shares, is above the allowable threshold of 187,500,000 shares. 04/22/04 - A J. B. Hunt Transport Services, 445658107 02/27/04 2,380 Inc. *JBHT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/04 - A Jefferies Group, Inc *JEF* 472319102 03/26/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director W. Patrick Campbell --- For 1.2 Elect Director Richard G. Dooley --- For 1.3 Elect Director Richard B. Handler --- For 1.4 Elect Director Frank J. Macchiarola --- For 1.5 Elect Director John C. Shaw, Jr. --- For 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 400,000,000 shares is above the allowable threshold of 170,000,000 shares. 05/27/04 - A Keane, Inc. *KEA* 486665102 03/29/04 2,015 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Lattice Semiconductor Corp. 518415104 03/18/04 3,400 *LSCC* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/25/04 - A Laureate Education Inc. 871399101 04/16/04 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Lear Corporation *LEA* 521865105 03/19/04 1,975 1 Elect Directors For For Mgmt 1.1 Elect Director Larry W. McCurdy --- For 1.2 Elect Director Roy E. Parrott --- For 1.3 Elect Director Richard F. Wallman --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote We note that the board emphasizes in the 2004 proxy statement that this proposal, if supported by a majority of votes cast, would not be binding on the board and therefore would not necessarily effectuate any changes to the poison pill. Our opinion is that where shareholders express their views clearly through voting for a proposal, that opinion should be listened to by the company's board directors. Further, where a board consistently ignores or fails to implement a proposal approved by a majority of shareholder votes cast, we believe that this may provide adequate reason for recommending withholding votes for future director elections. While we welcome the company's introduction of a board committee review process for the poison pill, poison pills greatly alter the balance of power between shareholders and management, and shareholders should be allowed to make their own evaluation of such plans. We therefore agree with the proponent that the adoption, maintenance or extension of any poison pill should be put to a shareholder vote. 05/11/04 - A Leucadia National Corp. *LUK* 527288104 04/08/04 2,100 1 Elect Directors For For Mgmt 2 Amend Articles to Extend Provisions For For Mgmt that Restrict Accumulation of 5% Common Stock 3 Ratify Auditors For For Mgmt 05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 2,500 1 Elect Directors For For Mgmt 2 Amend Stock Ownership Limitations For For Mgmt 3 Amend Articles For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 100 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/17/04 - A Lincare Holdings, Inc. *LNCR* 532791100 03/31/04 1,647 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/25/04 - A Longs Drug Stores Corp. *LDG* 543162101 04/01/04 1,200 1 Elect Directors For For Mgmt 2 Separate Chairman and CEO Positions Against Against ShrHoldr 3 Ratify Auditors For For Mgmt 05/06/04 - A Lyondell Chemical Co. *LYO* 552078107 03/10/04 5,310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 3,600 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Allyn --- For We recommend a vote FOR the directors with the exception of independent outsider Richard E. Garman. We recommend that shareholders WITHHOLD votes from Richard E. Garman for poor attendance. 1.2 Elect Director Brent D. Baird --- For 1.3 Elect Director Robert J. Bennett --- For 1.4 Elect Director C. Angela Bontempo --- For 1.5 Elect Director Robert T. Brady --- For 1.6 Elect Director Emerson L. Brumback --- For 1.7 Elect Director Michael D. Buckley --- For 1.8 Elect Director Patrick J. Callan --- For 1.9 Elect Director R. Carlos Carballada --- For 1.10 Elect Director T. Jefferson Cunningham III --- For 1.11 Elect Director Donald Devorris --- For 1.12 Elect Director Richard E. Garman --- Withhold 1.13 Elect Director James V. Glynn --- For 1.14 Elect Director Derek C. Hathaway --- For 1.15 Elect Director Daniel R. Hawbaker --- For 1.16 Elect Director Patrick W.E. Hodgson --- For 1.17 Elect Director Gary Kennedy --- For 1.18 Elect Director Richard G. King --- For 1.19 Elect Director Reginald B. Newman, II --- For 1.20 Elect Director Jorge G. Pereira --- For 1.21 Elect Director Michael P. Pinto --- For 1.22 Elect Director Robert E. Sadler, Jr. --- For 1.23 Elect Director Eugene J. Sheehy --- For 1.24 Elect Director Stephen G. Sheetz --- For 1.25 Elect Director Herbert L. Washington --- For 1.26 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 1,900 1 Elect Directors For For Mgmt 1.1 Elect Director Alan S. Bernikow --- For 1.2 Elect Director Martin D. Gruss --- For 1.3 Elect Director Vincent Tese --- For 1.4 Elect Director Roy J. Zuckerberg --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt a Policy Governing Related Against Against ShrHoldr Party Transactions The SEC already requires the company to disclose, on an annual basis, transactions with its directors and executive officers. Pursuant to SEC regulations, which apply to all public companies, the company is required to provide information as to: (1) any transaction with a director or executive officer exceeding $60,000 in which the director or executive officer has a direct or indirect material interest; and (2) specified business relationships of directors and executive officers, and indebtedness of directors and executive officers to the company, where the amount of the indebtedness exceeds $60,000. Approval of this item would require disclosure of of any relationship or transaction, regardless of how immaterial the transaction or relationship may be. We note that according our director classification definitions, none of the current directors are classified as affiliated outsiders due to a transactional relationship. The only two affiliated outside directors on the board are a former executive and the relative of a former executive. We believe that: (1) the provisions in the company's articles of restatement, (2) the provisions in the code of ethics, and (3) the existing mandatory SEC disclosures, already constitute substantial safeguards to prevent potential conflicts of interest. Although we recognize that the company maintains numerous related party transactions, such transactions do not appear to have impacted the board and key committees' independence. Given that: (1) the company maintains adequate safeguards in place to protect against potential conflicts of interest via its articles and codes of ethics and (2) the related party transactions at the company do not appear to impact the company's corporate governance, we do not believe that approval of this item is needed at this time. 05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director John O. Ryan --- Withhold We recommend a vote FOR the directors with the exception of insiders William A. Krepick and John O. Ryan, and affiliated outsiders Matt Christiano and Donna S. Birks. We recommend that shareholders WITHHOLD votes from William A. Krepick, John O. Ryan and Matt Christiano for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Donna S. Birks for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director William A. Krepick --- Withhold 1.3 Elect Director Matt Christiano --- Withhold 1.4 Elect Director Donna S. Birks --- Withhold 1.5 Elect Director William N. Stirlen --- For 1.6 Elect Director Thomas Wertheimer --- For 1.7 Elect Director Steven G. Blank --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Manpower Inc. *MAN* 56418H100 02/17/04 2,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Martin Marietta Materials, 573284106 03/19/04 1,505 Inc. *MLM* 1 Elect Directors For Split Mgmt 1.1 Elect Director Marcus C. Bennett --- Withhold We recommend a vote FOR the directors with the exception of Marcus C. Bennett. We recommend that shareholders WITHHOLD votes from Marcus C. Bennett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Dennis L. Rediker --- For 2 Ratify Auditors For For Mgmt 05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 4,895 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A MDU Resources Group, Inc. 552690109 02/27/04 3,500 *MDU* 1 Elect Directors For For Mgmt 1.1 Elect Director Dennis W. Johnson --- For 1.2 Elect Director John L. Olson --- For 1.3 Elect Director Martin A. White --- For 1.4 Elect Director John K. Wilson --- For 2 Amend Non-Employee Director Omnibus For Against Mgmt Stock Plan The total cost of the company's plans of 6.85 percent is above the allowable cap for this company of 5.26 percent. Note the high concentration ratio of 35.1 percent of total grants to top five executive officers. 04/29/04 - A Media General, Inc. *MEG* 584404107 03/05/04 835 1 Elect Directors For For Mgmt 05/28/04 - S Media General, Inc. *MEG* 584404107 04/29/04 735 1 Amend Director & Officer For For Mgmt Indemnification/Liability Provisions We believe that, in the long run, this flexibility is in shareholders' best interests. 2 Amend Bylaws Eliminating Personal For For Mgmt Liability of Officers and Directors We believe that, in the long run, this flexibility is in shareholders' best interests. 3 Adopt Amended and Restated For Against Mgmt Supplemental 401(k) Plan Since we cannot determine the total cost of this plan based on the company's contributions, we recommend that shareholders vote AGAINST this item. 05/19/04 - A Mentor Graphics Corp. *MENT* 587200106 03/16/04 2,050 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Stock Option Plan For Against Mgmt The total cost of the company's plans of 18.03 percent is above the allowable cap for this company of 15.22 percent. 5 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Mercantile Bankshares Corp. 587405101 04/02/04 2,590 *MRBK* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/27/04 - A Micrel, Inc. *MCRL* 594793101 04/01/04 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/07/04 - A Millennium Pharmaceuticals, 599902103 03/10/04 9,222 Inc. *MLNM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Minerals Technologies, Inc. 603158106 03/29/04 670 *MTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Mohawk Industries, Inc. *MHK* 608190104 03/22/04 2,020 1 Elect Directors For For Mgmt 05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 3,125 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 2,770 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A National Commerce Financial 63545P104 03/01/04 6,244 Corporation *NCF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A National Instruments Corp. 636518102 03/15/04 750 *NATI* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 05/19/04 - A National-Oilwell, Inc. *NOI* 637071101 03/22/04 2,700 1 Elect Directors For For Mgmt 05/12/04 - A New Plan Excel Realty Trust, 648053106 03/01/04 723 Inc. *NXL* 1 Elect Directors For For Mgmt 05/19/04 - A New York Community Bancorp, 649445103 03/29/04 7,551 Inc. *NYB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Newport Corp. *NEWP* 651824104 04/01/04 1,200 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Jack Aplin --- For We recommend a vote FOR R. Jack Aplin but WITHHOLD votes from affiliated outsider Richard E. Schmidt. We recommend that shareholders WITHHOLD votes from Richard E. Schmidt for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Richard E. Schmidt --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A Noble Energy, Inc. *NBL* 655044105 03/15/04 1,790 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/11/04 - A Northeast Utilities *NU* 664397106 03/12/04 4,025 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A NSTAR *NST* 67019E107 03/08/04 515 1 Elect Directors For For Mgmt 2 Report on Charitable Contributions Against Against ShrHoldr 05/04/04 - A O'Reilly Automotive, Inc. 686091109 02/27/04 1,600 *ORLY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Elect Director John Murphy For For Mgmt 4 Elect Director Ronald Rashkow For For Mgmt 05/20/04 - A OGE Energy Corp. *OGE* 670837103 03/22/04 2,665 1 Elect Directors For Split Mgmt 1.1 Elect Director Luke R. Corbett --- For We recommend a vote FOR the directors with the exception of J.D. Williams. We recommend that shareholders WITHHOLD votes from J.D. Williams for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Robert Kelley --- For 1.3 Elect Director J.D. Williams --- Withhold 05/28/04 - A Old Republic International 680223104 03/22/04 5,477 Corp. *ORI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jimmy A. Dew --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders John M. Dixon, Wilbur S. Legg, John W. Popp and insider Jimmy A. Dew for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director John M. Dixon --- Withhold 1.3 Elect Director Wilbur S. Legg --- Withhold 1.4 Elect Director John W. Popp --- Withhold 04/29/04 - A Olin Corp. *OLN* 680665205 03/04/04 2,085 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A ONEOK, Inc. *OKE* 682680103 03/25/04 3,100 1 Elect Directors For Split Mgmt 1.1 Elect Director William M. Bell --- For We recommend a vote FOR the directors with the exception of affiliated outsider J.D. Scott. We recommend that shareholders WITHHOLD votes from J.D. Scott for standing as an affiliated outsider on the Audit and Nominating committees. 1.2 Elect Director Julie H. Edwards --- For 1.3 Elect Director Pattye L. Moore --- For 1.4 Elect Director J.D. Scott --- Withhold 1.5 Elect Director James C. Day --- For 2 Ratify Auditors For For Mgmt 04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 2,245 1 Elect Directors For For Mgmt 1.1 Elect Director John A. Brabson, Jr. --- For 1.2 Elect Director Lee Roy Selmon --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.41 percent is above the allowable cap for this company of 12.97 percent. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/01/04 - A Overseas Shipholding Group, 690368105 04/09/04 1,270 Inc. *OSG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Morten Arntzen --- For We recommend a vote FOR the directors with the exception of Oudi Recanati. We recommend that shareholders WITHHOLD votes from Oudi Recanati for standing as an affiliated outsider on the Compensation Committee and Oudi Recanati for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Oudi Recanati --- Withhold 1.3 Elect Director Robert N. Cowen --- For 1.4 Elect Director G. Allen Andreas III --- For 1.5 Elect Director Alan R. Batkin --- For 1.6 Elect Director Thomas B. Coleman --- For 1.7 Elect Director Charles A. Fribourg --- For 1.8 Elect Director Stanley Komaroff --- For 1.9 Elect Director Solomon N. Merkin --- For 1.10 Elect Director Joel I. Picket --- For 1.11 Elect Director Ariel Recanati --- For 1.12 Elect Director Michael J. Zimmerman --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 06/02/04 - A Oxford Health Plans, Inc. 691471106 04/15/04 2,700 *OHP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Kent J. Thirty --- For We recommend a vote FOR Kent J. Thiry, but WITHHOLD votes from affiliated outsider Benjamin H. Safirstein, M.D. We recommend that shareholders WITHHOLD votes from Benjamin H. Safirstein, M.D. for poor attendance and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director B.H. Safirstein, M.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Divest from Tobacco Equities Against Against ShrHoldr Because of the lack of company investments in tobacco equities, restrictive format, and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 1,819 Inc. *PHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Aida Alvarez --- For We recommend a vote FOR the directors with the exception of Terry O. Hartshorn. We recommend that shareholders WITHHOLD votes from Terry O. Hartshorn for standing as an affiliated outsider on the Compensation and Nominating Committee. 1.2 Elect Director Bradley C. Call --- For 1.3 Elect Director Terry O. Hartshorn --- Withhold 1.4 Elect Director Dominic Ng --- For 1.5 Elect Director Howard G. Phanstiel --- For 1.6 Elect Director Warren E. Pinckert Ii --- For 1.7 Elect Director David A. Reed --- For 1.8 Elect Director Charles R. Rinehart --- For 1.9 Elect Director Linda Rosenstock --- For 1.10 Elect Director Lloyd E. Ross --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Packaging Corporation of 695156109 03/15/04 3,300 America *PKG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Henry F. Frigon --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas S. Souleles and Samuel M. Mencoff. We recommend that shareholders WITHHOLD votes from Thomas S. Souleles for standing as an affiliated outsider on the Compensation and Nominating committees, and from Samuel M. Mencoff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Louis S. Holland --- For 1.3 Elect Director Justin S. Huscher --- For 1.4 Elect Director Samuel M. Mencoff --- Withhold 1.5 Elect Director Thomas S. Souleles --- Withhold 1.6 Elect Director Paul T. Stecko --- For 1.7 Elect Director Rayford K. Williamson --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A PAR PHARMACEUTICAL COS INC 717125108 04/08/04 1,000 *PRX* 1 Elect Directors For For Mgmt 2 Change Company Name For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 2,300 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/27/04 - PC Payless Shoesource, Inc. *PSS* 704379106 04/01/04 2,125 MANAGEMENT PROXY (White Card) 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel Boggan Jr. --- Withhold We recommend a vote FOR Michael E. Murphy and Robert C. Wheeler. We recommend that shareholders WITHHOLD votes from independent outsider and Compensation Committee member Daniel Boggan Jr. for not aligning CEO's compensation with the interests of shareholders. 1.2 Elect Director Michael E. Murphy --- For 1.3 Elect Director Robert C. Wheeler --- For 2 Ratify Auditors For For Mgmt DISSIDENT PROXY (Green Card) 1 Elect Directors (Opposition Slate) Against None Mgmt 2 Ratify Auditors For None Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 04/30/04 - A Pentair, Inc. *PNR* 709631105 03/01/04 1,615 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock For For Mgmt Options in Lieu of Cash 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Approve Employee Stock Purchase Plan For For Mgmt 6 Ratify Auditors For For Mgmt 05/21/04 - A Pepco Holdings, Inc. *POM* 713291102 03/22/04 2,855 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors Against Against ShrHoldr 04/22/04 - A PepsiAmericas, Inc. *PAS* 71343P200 03/04/04 4,310 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Awards to Executives Against For ShrHoldr We support the general principal of performance-based compensation, and believe that there should be strong linkage between a company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting is directly tied to the attainment of disclosed performance criteria and associated hurdle rates. Currently, the company uses mainly options and restricted shares as part of its long-term incentive program, and the majority of these grants are time-based and not performance-based. The company also does not have rigorous executive stock ownership guidelines. No share retention policy has been disclosed and we assume that the company does not have one in place. Despite the fact that the full tenure share retention provision of the proposal is somewhat restrictive, we support the underlying principal of this proposal. 5 Report on Recycling Policy Against Against ShrHoldr 06/10/04 - A PETsMART *PETM* 716768106 04/12/04 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/25/04 - A Pier 1 Imports, Inc *PIR* 720279108 05/05/04 2,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/13/04 - A Pioneer Natural Resources Co. 723787107 03/17/04 3,560 *PXD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Pogo Producing Co. *PPP* 730448107 03/12/04 1,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/02/04 - A Polycom, Inc. *PLCM* 73172K104 04/09/04 2,990 1 Elect Directors For Split Mgmt 1.1 Elect Director Betsy S. Atkins --- For We recommend a vote FOR the directors with the exception of William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards at the time of our analysis. 1.2 Elect Director John Seely Brown --- For 1.3 Elect Director Robert C. Hagerty --- For 1.4 Elect Director John A. Kelley, Jr. --- For 1.5 Elect Director Michael R. Kourey --- For 1.6 Elect Director Stanley J. Meresman --- For 1.7 Elect Director William A. Owens --- Withhold 1.8 Elect Director Durk I. Jager --- For 1.9 Elect Director Thomas G. Stemberg --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/04 - A Potlatch Corp. *PCH* 737628107 03/19/04 6 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory L. Quesnel --- For 1.2 Elect Director Michael T. Riordan --- For 1.3 Elect Director L. Pendleton Siegel --- For 2 Report on Dividend Policy Against Against ShrHoldr Given that the company currently discloses in its annual report the factors considered in the determination of whether to pay a dividend and the dividend rate, we do not believe that approval of this item would provide shareholders with additional relevant information. 3 Eliminate Time-Phased Voting Against For ShrHoldr We advocate a one-share, one-vote policy. We therefore frown on companies that have different classes of common stock with disparate voting rights. Although the company does not maintain a dual class structure, the effects of the company's time-phased voting system are substantially similar to the effects of a dual class structure. Such a structure gives one class of shareholders (in this case, shareholders in excess of two years) disparate voting power in the company in relation to their equity position. Although the company's time-phased voting system offers shareholders slight advantages over a dual class structure - it provides the opportunity for all shareholders, as long as they remain shareholders for at least two years, to have four votes per share - it nonetheless serves to disenfranchise certain shareholders. The company states that time phased voting reduces the relative influence of short-term, speculative investors who may seek personal gains at the expense of the long-term best interests of shareholders. However, given that time-phased voting applies to all items brought to a shareholder vote, it not only serves as an anti-takeover device, it reduces shareholders' rights with respect to other voting items that do not deal with an unsolicited takeover attempt, such as corporate governance and compensation issues. Given that the elimination of time phased voting represents an improvement in shareholders' rights, we recommend a vote FOR this proposal. 04/27/04 - S Powerwave Technologies, Inc. 739363109 03/18/04 1,900 *PWAV* 1 Authorize Board to Issue Shares in For For Mgmt the Event of a Public Tender Offer or Share Exchange Offer The combined company's strategic position is improved with an expanded addressable market, broader product offering, increased customer base, cost synergies of $15 million annually, and the potential for revenue synergies as a result of the complementary nature of the products and operations. In terms of valuation, the advisor's fairness opinion indicates an offer price that appears within the range of the peer group using both a premium and sum of the parts analysis. Further, the contribution analysis indicates Powerwave shareholders will have a voting interest in the combined entity that is comparable to the company's contribution to the combined company's projected sales and higher on the earnings. The market reaction to the transaction has been positive as Powerwave is 11.3 percent above the last trading price prior to the announcement as of April 12, 2004. For the above reasons, we believe the issue of shares for the exchange offer warrants shareholder support. 2 Increase Authorized Common Stock For For Mgmt The requested increase of 115,000,000 shares is below the allowable threshold of 195,750,000 shares. 04/20/04 - A Price Communications Corp. 741437305 03/15/04 1,900 *PR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Price --- Withhold We recommend a vote FOR the directors except Robert Price. 1.2 Elect Director Kim I. Pressman --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Pride International, Inc. 74153Q102 03/22/04 4,100 *PDE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert L. Barbanell --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ralph D. McBride. We recommend that shareholders WITHHOLD votes from Ralph D. McBride for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Paul A. Bragg --- For 1.3 Elect Director David A.B. Brown --- For 1.4 Elect Director J.C. Burton --- For 1.5 Elect Director Jorge E. Estrada --- For 1.6 Elect Director William E. Macaulay --- For 1.7 Elect Director Ralph D. Mcbride --- Withhold 1.8 Elect Director David B. Robson --- For 2 Approve Non-Employee Director Stock For For Mgmt Option Plan 3 Ratify Auditors For For Mgmt 05/03/04 - A Protective Life Corp. *PL* 743674103 03/05/04 2,255 1 Elect Directors For For Mgmt 2 Approve Outside Director Options in For For Mgmt Lieu of Cash 3 Ratify Auditors For For Mgmt 06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 1,701 *PDLI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Although the plan expressly prohibits repricing, the total cost of the company's plan is 14.04 percent, which is above the allowable cap for this company of 12.51 percent. 3 Ratify Auditors For For Mgmt 05/04/04 - A Puget Energy, Inc. *PSD* 745310102 03/19/04 2,925 1 Elect Directors For For Mgmt 05/20/04 - A Quanta Services, Inc. *PWR* 74762E102 03/22/04 3,057 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Ball --- For We recommend a vote FOR the directors with the exception of independent outsider Ben A. Guill. We recommend that shareholders WITHHOLD votes from Ben A. Guill for poor attendance. 1.2 Elect Director John R. Colson --- For 1.3 Elect Director Bernard Fried --- For 1.4 Elect Director H. Jarrell Gibbs --- For 1.5 Elect Director Louis C. Golm --- For 1.6 Elect Director Ben A. Guill --- Withhold 1.7 Elect Director Thomas J. Sikorski --- For 1.8 Elect Director Gary A. Tucci --- For 1.9 Elect Director John R. Wilson --- For 05/18/04 - A Questar Corp. *STR* 748356102 03/22/04 2,505 1 Elect Directors For Split Mgmt 1.1 Elect Director Teresa Beck --- For We recommend a vote FOR the directors with the exception of independent outsider Robert E. McKee III. We recommend that shareholders WITHHOLD votes from Robert E. McKee III for poor attendance. 1.2 Elect Director R.D. Cash --- For 1.3 Elect Director Robert E. McKee III --- Withhold 1.4 Elect Director Gary G. Michael --- For 1.5 Elect Director Charles B. Stanley --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 05/11/04 - A Radian Group Inc. *RDN* 750236101 03/15/04 2,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Articles For Against Mgmt Proposal would declassify the board. 4 Ratify Auditors For For Mgmt 05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 1,622 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A Rent-A-Center, Inc. *RCII* 76009N100 03/25/04 2,400 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 4,800 1 Elect Directors For For Mgmt 1.1 Elect Director James E. O'Connor --- For 1.2 Elect Director Harris W. Hudson --- For 1.3 Elect Director John W. Croghan --- For 1.4 Elect Director W. Lee Nutter --- For 1.5 Elect Director Ramon A. Rodriguez --- For 1.6 Elect Director Allan C. Sorensen --- For 2 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 05/25/04 - A Retek Inc. *RETK* 76128Q109 03/31/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Rollins, Inc. *ROL* 775711104 03/05/04 82 1 Elect Directors For For Mgmt 05/20/04 - A Ross Stores, Inc. *ROST* 778296103 03/22/04 4,620 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Michael J. Bush --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee member Michael J. Bush for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from affiliated outsider Norman A. Ferber and from insider James C. Peters for failure to establish a majority independent board. 1.2 Elect Director Norman A. Ferber --- Withhold 1.3 Elect Director James C. Peters --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 06/08/04 - A Saks Incorporated *SKS* 79377W108 04/01/04 4,135 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanton J. Bluestone --- Withhold We recommend a vote FOR Robert B. Carter, but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Stanton J. Bluestone for standing as an affiliated outsider on the Audit Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and from Donald E. Hess for standing as an affiliated outsider on the Compensation Committee and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. We also recommend that shareholders WITHHOLD votes from independent outsider Julius W. Erving and insiders Stephen I. Sadove and George L. Jones for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert B. Carter --- For 1.3 Elect Director Julius W. Erving --- Withhold 1.4 Elect Director Donald E. Hess --- Withhold 1.5 Elect Director George L. Jones --- Withhold 1.6 Elect Director Stephen I. Sadove --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Provide for Cumulative Voting Against Against ShrHoldr 05/25/04 - A SEI Investment Company *SEIC* 784117103 04/01/04 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Alfred P. West, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider William M. Doran and insider Alfred P. West, Jr. We recommend that shareholders WITHHOLD votes from Alfred P. West, Jr. for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from William M. Doran for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director William M. Doran --- Withhold 1.3 Elect Director Howard D. Ross --- For 1.4 Elect Director Thomas W. Smith --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 2,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Glen M. Antle --- For We recommend a vote FOR the directors with the exception of insiders John D. Poe and Jason L. Carlson. We recommend that shareholders WITHHOLD votes from John D. Poe and Jason L. Carlson for failure to establish an independent nominating committee. 1.2 Elect Director James P. Burra --- For 1.3 Elect Director Jason L. Carlson --- Withhold 1.4 Elect Director Rockell N. Hankin --- For 1.5 Elect Director James T. Lindstrom --- For 1.6 Elect Director John L. Piotrowski --- For 1.7 Elect Director John D. Poe --- Withhold 1.8 Elect Director James T. Schraith --- For 2 Ratify Auditors For For Mgmt 04/22/04 - A Sensient Technologies Corp. 81725T100 03/01/04 122 *SXT* 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock For For Mgmt Plan 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Sequa Corp. *SQA.A* 817320104 03/18/04 475 1 Elect Directors For Split Mgmt 1.1 Elect Director Norman E. Alexander --- For We recommend a vote FOR the directors with the exception of affiliated outsider R. Scott Schafler. We recommend that shareholders WITHHOLD votes from R. Scott Schafler for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Edward E. Barr --- For 1.3 Elect Director Alvin Dworman --- For 1.4 Elect Director David S. Gottesman --- For 1.5 Elect Director Richard S. LeFrak --- For 1.6 Elect Director John J. Quicke --- For 1.7 Elect Director R. Scott Schafler --- Withhold 1.8 Elect Director Michael I. Sovern --- For 1.9 Elect Director Fred R. Sullivan --- For 1.10 Elect Director Gerald Tsai, Jr. --- For 1.11 Elect Director Martin Weinstein --- For 2 Approve Restricted Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 04/22/04 - A Silicon Valley Bancshares 827064106 02/24/04 1,200 *SIVB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 3,150 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 04/21/04 - A Sonoco Products Co. *SON* 835495102 02/20/04 3,075 1 Elect Directors For For Mgmt 1.1 Elect Director F.L.H. Coker --- For 1.2 Elect Director C.C. Fort --- For 1.3 Elect Director B.L.M. Kasriel --- For 1.4 Elect Director J.H. Mullin, III --- For 1.5 Elect Director T.E. Whiddon --- For 1.6 Elect Director J.M. Micali --- For 2 Seek Sale of Company/Assets Against Against ShrHoldr In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 05/07/04 - A Sotheby's Holdings Inc. *BID* 835898107 03/26/04 1,805 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Sovereign Bancorp, Inc. *SOV* 845905108 03/01/04 8,980 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Andrew C. Hove, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Andrew C. Hove, Jr. and Daniel K. Rothermel for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Daniel K. Rothermel --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stock Plan and Employee For Against Mgmt Stock Purchase Plan In this item, we will base our recommendation on the cost of the company's Employee Stock Purchase Plan and the voting power dilution and shareholder value transfer of the 2004 Broad-Based Incentive Plan. In this case, the Employee Stock Purchase Plan meets our requirements since it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. And, we also commend the company for expressly forbidding the repricing of stock options under the 2004 Broad-Based Incentive Plan. However, the total cost of the company's Broad-Based Incentive Plan of 5.57 percent is above the allowable cap for this company of 5.28 percent. As such, we recommend a vote AGAINST this bundled proposal. 5 Approve Bonus Plan For Against Mgmt According to the company, the purpose of the company's Bonus Deferral Program is to align the interests of the top management of the company with those of shareholders. Not only the plan solely focuses on the enrichment of a selected group of top executives, but also there are no performance criteria attached to the generous company's matching contribution. We are concerned with the self-enriching feature of the deferral program. As such, we recommend a vote AGAINST the proposal. 04/28/04 - A SPX Corp. *SPW* 784635104 03/08/04 2,340 1 Elect Directors For For Mgmt 05/03/04 - A StanCorp Financial Group, Inc. 852891100 02/25/04 1,000 *SFG* 1 Elect Directors For For Mgmt 1.1 Elect Director Jerome J. Meyer --- For 1.2 Elect Director Ralph R. Peterson --- For 1.3 Elect Director E. Kay Stepp --- For 1.4 Elect Director Michael G. Thorne --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal also creates the possibility of having a board with no officers of the company as members or two officers competing for a slot. It could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 05/11/04 - A Stericycle, Inc. *SRCL* 858912108 03/15/04 1,300 1 Elect Directors For For Mgmt 1.1 Elect Director Jack W. Schuler --- For 1.2 Elect Director Mark C. Miller --- For 1.3 Elect Director John P. Connaughton --- For 1.4 Elect Director Rod F. Dammeyer --- For 1.5 Elect Director Patrick F. Graham --- For 1.6 Elect Director John Patience --- For 1.7 Elect Director Thomas R. Reusche --- For 1.8 Elect Director Peter Vardy --- For 1.9 Elect Director L. John Wilkerson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Report on Waste Incineration Against Against ShrHoldr In this case, we note that the company does not have a formal EHS report; however, it does specifically discuss the issue of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time. 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 3,360 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 05/20/04 - A Swift Transportation Co., Inc. 870756103 04/09/04 2,550 *SWFT* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity 5 Adopt Policy to Annually Submit Against For ShrHoldr Selection of Independent Auditor 05/27/04 - A Sybase, Inc. *SY* 871130100 04/01/04 2,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 4,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Aart J. de Geus --- For We recommend a vote FOR the directors with the exception of independent outsider Sasson Somekh. We recommend that shareholders WITHHOLD votes from Sasson Somekh for poor attendance. 1.2 Elect Director Andy D. Bryant --- For 1.3 Elect Director Chi-Foon Chan --- For 1.4 Elect Director Bruce R. Chizen --- For 1.5 Elect Director Deborah A. Coleman --- For 1.6 Elect Director A. Richard Newton --- For 1.7 Elect Director Sasson Somekh --- Withhold 1.8 Elect Director Roy Vallee --- For 1.9 Elect Director Steven C. Walske --- For 2 Amend Non-Employee Director Stock For Against Mgmt Option Plan The total cost of the company's plans of 19.23 percent is above the allowable cap for this company of 12.60 percent. 3 Ratify Auditors For For Mgmt 04/28/04 - A TCF Financial Corp. *TCB* 872275102 03/01/04 200 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 1,845 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Eliminate Class of Preferred Stock For For Mgmt 04/30/04 - A Teleflex Inc. *TFX* 879369106 03/02/04 1,235 1 Elect Directors For Split Mgmt 1.1 Elect Director Patricia C. Barron --- For We recommend a vote FOR the directors with the exception of affiliated outsider Donald Beckman. We recommend that shareholders WITHHOLD votes from Donald Beckman for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Donald Beckman --- Withhold 1.3 Elect Director James W. Zug --- For 2 Ratify Auditors For For Mgmt 06/29/04 - A Telephone and Data Systems, 879433100 05/17/04 1,535 Inc. *TDS* 1 Declassify the Board of Directors For Against Mgmt 2 Elect Directors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/07/04 - A The Brinks Company *BCO* 109696104 03/15/04 1,705 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Retirement Plan For For Mgmt 04/21/04 - A The Colonial BancGroup, Inc. 195493309 02/24/04 3,784 *CNB* 1 Elect Directors For For Mgmt 05/04/04 - A The Dun & Bradstreet Corp 26483E100 03/11/04 2,200 *DNB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/17/04 - S The J. M. Smucker Co. *SJM* 832696405 05/03/04 1,595 1 Approve Merger Agreement For For Mgmt Based on the fair market value, the fairness opinion, and the potential strategic synergies, we believe the merger agreement warrants shareholder support. 2 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/26/04 - A The Lubrizol Corp. *LZ* 549271104 03/05/04 1,670 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A The PMI Group, Inc. *PMI* 69344M101 04/01/04 2,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 5 Approve Executive Incentive Bonus For For Mgmt Plan 05/20/04 - A The Timberland Co. *TBL* 887100105 03/24/04 1,100 1 Fix Number of and Elect Directors For For Mgmt 1.1 Fix Number of and Elect Director Sidney W. Swartz --- For We recommend a vote FOR the directors with the exception of affiliated outsider John E. Beard. We recommend that shareholders WITHHOLD votes from John E. Beard for standing as an affiliated outsider on the Compensation and Nominating committees. 1 Elect Directors For Split Mgmt 1.2 Elect Director Jeffrey B. Swartz --- For 1.3 Elect Director John E. Beard --- Withhold 1.4 Elect Director John F. Brennan --- For 1.5 Elect Director Ian W. Diery --- For 1.6 Elect Director Irene M. Esteves --- For 1.7 Elect Director John A. Fitzsimmons --- For 1.8 Elect Director Virginia H. Kent --- For 1.9 Elect Director Bill Shore --- For 04/12/04 - S The Titan Corp. *TTN* 888266103 02/09/04 100 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For Against Mgmt 06/07/04 - S The Titan Corp. *TTN* 888266103 05/04/04 2,500 1 Approve Merger Agreement For For Mgmt 05/13/04 - A The Washington Post Co. *WPO* 939640108 03/15/04 290 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Dotson, Jr. --- For 1.2 Elect Director Ronald L. Olson --- For 1.3 Elect Director Alice M. Rivlin --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/03/04 - A Tootsie Roll Industries, Inc. 890516107 03/02/04 100 *TR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Melvin J. Gordon --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Ellen R. Gordon and Melvin J. Gordon. We recommend that shareholders WITHHOLD votes from Ellen R. Gordon and Melvin J. Gordon for failure to establish an independent nominating committee. 1.2 Elect Director Ellen R. Gordon --- Withhold 1.3 Elect Director Lana Jane Lewis-Brent --- For 1.4 Elect Director Charles W. Seibert --- For 1.5 Elect Director Richard P. Bergeman --- For 2 Ratify Auditors For For Mgmt 05/25/04 - A Triad Hospitals, Inc. *TRI* 89579K109 04/09/04 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/14/04 - A TriQuint Semiconductor, Inc. 89674K103 03/24/04 4,115 *TQNT* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 3,900 Inc. *UDR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Eric J. Foss --- For We recommend a vote FOR the directors with the exception of affiliated outsiders James D. Klingbeil and Jon A. Grove. We recommend that shareholders WITHHOLD votes from James D. Klingbeil and Jon A. Grove for standing as affiliated outsiders on the Compensation Committee. 1.2 Elect Director Robert P. Freeman --- For 1.3 Elect Director Jon A. Grove --- Withhold 1.4 Elect Director James D. Klingbeil --- Withhold 1.5 Elect Director Robert C. Larson --- For 1.6 Elect Director Thomas R. Oliver --- For 1.7 Elect Director Lynne B. Sagalyn --- For 1.8 Elect Director Mark J. Sandler --- For 1.9 Elect Director Robert W. Scharar --- For 1.10 Elect Director Thomas W. Toomey --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A United Rentals, Inc. *URI* 911363109 04/15/04 2,300 1 Elect Directors For For Mgmt 1.1 Elect Director Howard L. Clark, Jr. --- For 1.2 Elect Director Bradley S. Jacobs --- For 1.3 Elect Director John N. Milne --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Require Majority of Independent Against For ShrHoldr Directors on Board Although we do not agree with all of the proponent's stringent classifications of independent directors, we believe this proposal sends an important message to management and is in shareholders' best interests. While the company's board is currently a majority independent, the board has a significant number of directors who have ties with management. Furthermore the company agrees with the proponents' basic proposition that the board should be comprised of, at a minimum, two-thirds of independent directors. While the company has decreed that any future vacancies would be filled by the independent directors until two-thirds of the board was independent, there is no specific time table for the board's policy. In effect, it could be several years or more before the board reaches this goal. As a result, we believe that this proposal warrants shareholder support. 6 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Although the company has already adopted a policy requiring shareholder approval for severance benefits for executives to a maximum of 2.99 times the sum of the executive's annual base salary at the time of termination plus the highest annual bonus paid to the executive in the preceding three years, the company's definition of severance agreements may not be as rigorous as the provisions under the IRC 280G. Specifically, severance benefit should not exceed 2.99 times of the "base amount", that is, the individual's average annual compensation during the five tax years prior to the change of control. Although the company did not make any payments under the severance agreements that the proponent mentioned, the company was committed to making such payments if a change in control were to occur. We note that the former severance benefits that are no longer in effect were also more lucrative than the current one in place. We believe that seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent "pay for failure" packages that have been witnessed at some companies. As such, we believe that this proposal warrants shareholder support. 05/05/04 - A Unitrin, Inc. *UTR* 913275103 03/15/04 2,015 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/19/04 - A Universal Health Services, 913903100 04/08/04 1,700 Inc. *UHS* 1 Elect Directors For For Mgmt 2 Amend Restricted Stock Plan For For Mgmt 05/11/04 - A Valassis Communications, Inc. 918866104 03/22/04 1,575 *VCI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick F. Brennan --- Withhold We recommend that shareholders WITHHOLD votes from Compensation Committee members Ambassador Faith Whittlesey, Marcella A. Sampson, and Patrick F. Brennan for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Kenneth V. Darish --- For 1.3 Elect Director Seth Goldstein --- For 1.4 Elect Director Barry P. Hoffman --- For 1.5 Elect Director Walter H. Ku --- For 1.6 Elect Director Robert L. Recchia --- For 1.7 Elect Director Marcella A. Sampson --- Withhold 1.8 Elect Director Alan F. Schultz --- For 1.9 Elect Director Faith Whittlesey --- Withhold 2 Ratify Auditors For For Mgmt 04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 3,880 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/20/04 - A Varco International, Inc. 922122106 03/22/04 3,055 *VRC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Greg L. Armstrong --- For This ALERT revises our original vote recommendation of a FOR vote for director Richard A. Kertson. He is an affiliated outsider on the company's Audit Committee. We now recommend a WITHHOLD vote for this director. 1.2 Elect Director George S. Dotson --- For 1.3 Elect Director Richard A. Kertson --- Withhold 1.4 Elect Director John F. Lauletta --- For 1.5 Elect Director Eric L. Mattson --- For 1.6 Elect Director L.E. Simmons --- For 1.7 Elect Director Jeffery A. Smisek --- For 1.8 Elect Director Douglas E. Swanson --- For 1.9 Elect Director James D. Woods --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - S Varian Medical Systems Inc 92220P105 04/12/04 2,200 *VAR* 1 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Viad Corp. 92552R109 03/12/04 2,615 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Reverse Stock Split For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A VISX, Inc. *EYE* 92844S105 04/01/04 1,450 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/11/04 - A W. R. Berkley Corp. *BER* 084423102 03/19/04 2,500 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/28/04 - A Waddell & Reed Financial, Inc. 930059100 03/03/04 2,600 *WDR* 1 Elect Directors For For Mgmt 04/22/04 - A Wausau-Mosinee Paper Corp 943315101 02/19/04 1,820 *WMO* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 04/22/04 - A Webster Financial Corp. *WBS* 947890109 02/27/04 1,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Werner Enterprises, Inc. 950755108 03/22/04 2,575 *WERN* 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Board Diversity Against Abstain ShrHoldr 04/22/04 - A Westamerica Bancorporation 957090103 02/23/04 1,225 *WABC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A Westar Energy, Inc. *WR* 95709T100 03/26/04 2,300 1 Elect Directors For Split Mgmt 1.1 Elect Director B. Anthony Isaac --- For We recommend a vote FOR the directors with the exception of affiliated outsider John C. Nettels, Jr.. We recommend that shareholders WITHHOLD votes from John C. Nettels, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Michael F. Morrissey --- For 1.3 Elect Director John C. Nettels, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Nomination Procedures for the Against Against ShrHoldr Board The responsibility of selecting candidates to serve on the board rests with the company's Nominating and Corporate Governance Committee. The committee evaluates the qualifications and areas of expertise of current directors and identifies areas for enhancement to ensure a balance of skills, strengths, and diversity among the directors. The company's proxy materials state that the committee establishes criteria for membership on the board to ensure members have the appropriate skills to contribute to the functioning of the board. The committee considers candidates identified by outside directors, candidates identified by an executive search firm retained by the company for that purpose, and candidates suggested by shareholders. In the view of many shareholders, the current director election system simply creates self-perpetuating boards: incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, he is unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include their director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, demonstrating shareholder dissatisfaction with a company's proxy process: (1) one or more directors at a company receive withhold votes of 35 percent or more of the votes cast or (2) a shareholder proposal asking for open access, which is submitted by holders of at least one percent of the shares (owned for at least one year), is approved by a majority of the votes cast. If one of these conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the shares (owned for at least two years). The number of shareholder nominees permitted would be dictated by the size of the board: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. In light of: (1) the SEC's proposed new rule regarding open access and (2) the fact that the company maintains a Nominating and Corporate Governance Committee, which considers candidates identified by outside directors, candidates identified by an executive search firm retained by the company for that purpose, and candidates suggested by shareholders, we do not believe this item warrants shareholder support. 05/07/04 - A Western Gas Resources, Inc. 958259103 03/26/04 1,026 *WGR* 1 Elect Directors For Split Mgmt 1.1 Elect Director James A. Senty --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Walter L. Stonehocker and Bill M. Sanderson. We recommend that shareholders WITHHOLD votes from Walter L. Stonehocker for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Bill M. Sanderson for standing as an affiliated outsider on the Audit and Nominating committees, and for failure to establish a majority independent board. 1.2 Elect Director Dean Phillips --- For 1.3 Elect Director Bill M. Sanderson --- Withhold 1.4 Elect Director Walter L. Stonehocker --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Westwood One, Inc. *WON* 961815107 04/13/04 3,060 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 3,570 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/15/04 - A Wilmington Trust Corp. *WL* 971807102 03/08/04 989 1 Elect Directors For For Mgmt 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 2,500 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/04 3,510 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 05/13/04 - A WPS Resources Corp. *WPS* 92931B106 03/24/04 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A XTO ENERGY CORP *XTO* 98385X106 03/31/04 7,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Phillip R. Kevil --- Withhold We recommend that shareholders vote FOR Scott G. Sherman but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Phillip R. Kevil for failure to establish a majority independent board and for standing as an affiliated outsider on the Audit and Compensation committees and Bob R. Simpson for failure to establish a majority independent board. 1.2 Elect Director Scott G. Sherman --- For 1.3 Elect Director Bob R. Simpson --- Withhold 2 Increase Authorized Common Stock For For Mgmt 05/20/04 - A York International Corp *YRK* 986670107 03/24/04 1,220 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Ratify Auditors For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 1,400 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity Vote Summary Report Jul 01, 2003 - Jun 30, 2004 THRIVENT PARTNER INTERNATIONAL STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/26/04 - A/S Accor F00189120 None 61,569 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.575 per Share 5 Ratify Cooptation of Gabriele For Against Mgmt Galateri Di Genola as Supervisory Board Member In light of these shortcomings, and due to the overall lack of information regarding current board composition and board committee membership, we recommend a vote against the election of the candidates proposed at this meeting. 6 Elect Francis Mayer as Supervisory For Against Mgmt Board Member 7 Authorize Repurchase of Up to 18 For For Mgmt Million Shares Special Business 8 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 9 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million The potential increase of 33.46 percent of issued capital over a period of 26 months is in line with the limit we recommend for general requests to issue capital with preemptive rights. 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 100 Million The potential increase of 16.73 percent of issued capital over a period of 26 months is in line with the limit we recommend for general requests to issue capital without preemptive rights. Furthermore, it is very rare for a French company to request an issuance without preemptive rights that is smaller than the one with preemptive rights. This is a clear improvement over the common French issuance request. 11 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 200 Million for Bonus Issue or Increase in Par Value Dilution is not a problem when capital is increased using any of these scenarios, as this would merely transfer wealth to shareholders. We see no reason to oppose this request. 12 Set Global Limit for Capital For For Mgmt Increase to Result from All Issuance Requests at EUR 300 Million 13 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 14 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/04/04 - A/S Accor F00189120 None 61,569 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.575 per Share 5 Ratify Cooptation of Gabriele For Against Mgmt Galateri Di Genola as Supervisory Board Member 6 Elect Francis Mayer as Supervisory For Against Mgmt Board Member 7 Authorize Repurchase of Up to 18 For For Mgmt Million Shares Special Business 8 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 9 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 100 Million 11 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 200 Million for Bonus Issue or Increase in Par Value 12 Set Global Limit for Capital For For Mgmt Increase to Result from All Issuance Requests at EUR 300 Million 13 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 14 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/09/04 - A Acerinox S.A. E0060D103 None 4,226 1 Approve Financial Statements, For For Mgmt Allocation of Income, and Distribution of Aggregate Dividend of EUR 55.27 Million 2 Approve Discharge of Management; For For Mgmt Approve Dividend Payments Made in 01-05-04 and 04-05-04 3 Approve KPMG Auditores S.L. as For For Mgmt Auditors for Fiscal Year 2004 4 Authorize Share Repurchase Program For For Mgmt 5 Approve 4:1 Stock Split and Reduce For For Mgmt Par Value of Shares to EUR 0.25 from EUR 1 6 Amend Articles 14 and 15 Re: For For Mgmt Attendance, Presiding Committee, Accords 7 Approve Distribution of EUR 0.08 For For Mgmt Per Share from Issuance Premium Reserve 8 Amend Articles 5, 6, and 7 of For For Mgmt General Meeting Guidelines Re: Shareholder's Acces to Information, Participation in the Meeting, Shareholder Representation at the Meeting 9 Elect Juan March and Susumu Komori For For Mgmt to Management Board and Reelect Jose Aguirre, Jose Guerediaga, Oscar Fanjul, and Marcelino Oreja for Four Year Terms to Management Board 10 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 11 Designate Shareholders to Approve For For Mgmt and Sign Minutes of Meeting 05/13/04 - A Adidas-Salomon Ag D0066B102 None 12 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For Against Mgmt Dividends of EUR 1.00 per Share As a result of adidas-Solomon's shareholder-unfriendly policy of paying persistently low dividends without justification, ISS recommends a vote against the allocation of income proposal. 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Elect Henri Filho, Hans Friderichs, For For Mgmt Manfred Gentz, Igor Landau, Willi Schwerdtle, Christian Tourres, and Stefan Jentzsch to the Supervisory Board 6 Approve Creation of EUR 11.6 For For Mgmt Million Pool of Conditional Capital with Preemptive Rights 7 Authorize Cancellation of 2001 AGM For For Mgmt Issuance of Shares 8 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 500 Million with Preemptive Rights; Approve Creation of EUR 9.1 Million Pool of Conditional Capital to Guarantee Conversion Rights 9 Amend 1999 Stock Option Plan For For Mgmt 10 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 11 Ratify KPMG Deutsche Treuhand For For Mgmt Gesellschaft AG as Auditors 05/05/04 - A Allianz AG (formerly Allianz D03080112 04/28/04 4,547 Holding AG) 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.50 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Approve Creation of EUR 450 Million For For Mgmt Pool of Conditional Capital with Preemptive Rights 6 Approve Employee Stock Purchase Plan For For Mgmt 7 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 10 Billion with Preemptive Rights; Approve Creation of EUR 250 Million Pool of Conditional Capital to Guarantee Conversion Rights 8 Authorize Repurchase of Issued For For Mgmt Share Capital for Trading Purposes 9 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 10 Approve Affiliation Agreements with For For Mgmt Subsidiaries (Jota-Vermoegensverwaltungsgesellschaft mbH) 06/14/04 - A Altadis S.A. (formerly E0432C106 None 55,275 Tabacalera, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income and Distribution of EUR 0.80 Per Share Dividend, and Discharge Directors 2 Ratify Management Board For For Mgmt 3 Approve Auditors For For Mgmt 4 Approve EUR 4.4 Million Reduction For For Mgmt in Capital Via Cancellation of 7.3 Million Shares; Ammend Company's By-Laws Accordingly 5 Authorize Share Repurchase Program For For Mgmt 6 Authorize Issuance of Bonds For For Mgmt 7 Amend Articles 22, 23, 25, and 28 For For Mgmt Re: Elimination of Shareholidng Requirement to Attend Shareholder Meetings, Remote Voting, Elimination of Supermajority Quorums and Vote Requirement for Certain Proposals, Increase Shareholders' Access to Information 8 Approve General Meeting Guidelines For For Mgmt 9 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/29/04 - A Astrazeneca Plc (Formerly G0593M107 None 70,077 Zeneca Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Confirm First Interim Dividend of For For Mgmt USD 0.255 Per Ordinary Share and Confirm as the Final Dividend the Second Interim Dividend of USD 0.540 Per Ordinary Share 3 Reappoint KPMG Audit Plc as For For Mgmt Auditors of the Company 4 Authorise Board to Fix Remuneration For For Mgmt of the Auditors 5a Re-elect Percy Barnevik as Director For For Mgmt 5b Re-elect Hakan Mogren as Director For For Mgmt 5c Re-elect Sir Tom McKillop as For For Mgmt Director 5d Re-elect Jonathan Symonds as For For Mgmt Director 5e Re-elect Sir Peter Bonfield as For For Mgmt Director 5f Re-elect John Buchanan as Director For For Mgmt 5g Re-elect Jane Henney as Director For For Mgmt 5h Elect Michele Hooper as Director For For Mgmt 5i Elect Joe Jimenez as Director For For Mgmt 5j Re-elect Erna Moller as Director For For Mgmt 5k Re-elect Dame Bridget Ogilvie as For For Mgmt Director 5l Elect Louis Schweitzer as Director For For Mgmt 5m Re-elect Marcus Wallenberg as For For Mgmt Director 6 Approve Remuneration Report For For Mgmt 7 Adopt New Articles of Association For For Mgmt 8 Authorise EU Political Donations up For For Mgmt to Aggregate Nominal Amount of USD 150,000 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 140,456,500 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 21,068,745 11 Authorise up to 10 Percent of the For For Mgmt Company's Issued Share Capital for Market Purchase 12 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors from GBP 750,000 to GBP 1,100,000 07/18/03 - A BAA plc G12924109 None 188,423 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 12.7 For For Mgmt Pence Per Share 4 Elect Janis Kong as Director For For Mgmt 5 Reelect Brian Collie as Director For For Mgmt 6 Reelect John Hoerner as Director For For Mgmt 7 Reelect Tony Ward as Director For For Mgmt 8 Approve PricewaterhouseCoopers LLP For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 9 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of GBP 230,000,000 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 53,489,000 11 Approve Increase in Remuneration of For For Mgmt Non-executive Directors to GBP 450,000 05/05/04 - A BAE Systems (frm.British G06940103 None 545,373 Aerospace Plc ) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 5.5 Pence For For Mgmt Per Ordinary Share 4 Re-elect Ulrich Cartellieri as For For Mgmt Director 5 Re-elect Lord Hesketh as Director For For Mgmt 6 Re-elect Steven Mogford as Director For For Mgmt 7 Re-elect George Rose as Director For For Mgmt 8 Elect Michael Hartnall as Director For For Mgmt 9 Re-appoint KPMG Audit Plc as For For Mgmt Auditors of the Company 10 Authorise Board to Fix Remuneration For For Mgmt of the Auditors 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,748,171 12 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,825,091 13 Authorise 306,007,313 Ordinary For For Mgmt Shares for Market Purchase 14 Amend Articles of Association Re: For For Mgmt Treasury Shares 12/29/03 - S Banca Intesa SPA (Formerly T17074104 None 958,223 IntesaBci Spa ) Ordinary Business 1 Fix Number of Directors on the For Against Mgmt Board; Elect Directors; Determine Directors' Term and Remuneration 01/13/04 - S Banca Intesa SPA (Formerly T17074104 None 958,223 IntesaBci Spa ) Ordinary Business 1 Fix Number of Directors on the For Against Mgmt Board; Elect Directors; Determine Directors' Term and Remuneration 04/14/04 - A Banca Intesa SPA (Formerly T17074104 04/09/04 47,912 IntesaBci Spa ) Annual Meeting Agenda 1 Approve Financial Statements, For For Mgmt Statutory Reports, Allocation of Income, and Distribution of Reserves and/or Company Shares 04/15/04 - A Banca Intesa SPA (Formerly T17074104 None 47,912 IntesaBci Spa ) Annual Meeting Agenda 1 Approve Financial Statements, For For Mgmt Statutory Reports, Allocation of Income, and Distribution of Reserves and/or Company Shares 06/23/04 - S Banca Intesa SPA (Formerly T17074104 06/18/04 50,249 IntesaBci Spa ) Special Meeting Agenda 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. This is particularly important in cases such as this, where ISS would like to recommend different votes with respect to the different amendments being proposed. Some of the amendments are either noncontentious or positive in nature, and ISS would support such changes since they would not jeopardize shareholder value. Others, alternatively, cannot be supported by ISS since they propose to remove important oversight mechanisms from shareholders. Although the company is proposing these amendments in accordance with changes to company law, the actual amendments with which ISS takes issue are not, in fact, required by the law. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. 02/27/04 - A Banco Bilbao Vizcaya E11805103 02/27/04 131,830 Argentaria 1 Approve Financial Statements, For For Mgmt Allocation of Income and Distribution of Dividend, and Discharge Directors 2 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with or without Preemptive Rights 3 Authorize Issuance of Bonds up to For For Mgmt Aggregate Nominal Amount of EUR 71.8 Billion 4 Amend Articles 24, 29, 31, 34, 35, For For Mgmt 37, 38, 45 Re: Attendance Rights, Shareholder Information Rights, Adoption of Agreements, Board Election and Size, Board Member Requirements, Board Vacancies, Chairman and Secretary, Creation and Composition of Board 5 Approve General Meeting Guidelines; For For Mgmt Information Re: Board Guidelines 6 Approve Listing (or Delisting) of For For Mgmt Shares on Secondary/Foreign Exchanges 7 Authorize Repurchase of Shares and For For Mgmt Subsequent Cancellation of Repurshased Shares 8 Reelect Deloitte & Touche Espana, For For Mgmt S.L. as Auditors 9 Elect Jose Antonio Fernandez Rivero For For Mgmt and Carlos Loring as New Directors; Reelect Directors 10 Approve Fund Transfer to Employee For For Mgmt Retirement Fund 11 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 05/13/04 - A Bayerische Motoren Werke Ag D12096109 None 2,003 (Bmw) 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.58 per Common Share and EUR 0.60 per Preference Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Ratify KPMG Deutsche For For Mgmt Treuhand-Gesellschaft AG as Auditors 6 Elect Volker Doppelfeld, Franz For For Mgmt Haniel, Arthur Kelly, Susanne Klatten, Hubert Markl, Wolfgang Mayrhuber, Joachim Milberg, Stefan Quandt, Juergen Strube, and Hans-Dietrich Winkhaus to the Supervisory Board 11/13/03 - A BHP Billiton Limited (Formerly Q1498M100 11/11/03 346,355 BHP Ltd.) 1 Accept Financial Statements for BHP For For Mgmt Billiton Ltd and Statutory Reports for the Year Ended June 30, 2003 2 Accept Financial Statements and For For Mgmt Statutory Reports for BHP Billiton Plc for the Year Ended June 30, 2003 3 Elect D C Brink as Director of BHP For For Mgmt Billiton Ltd 4 Elect D C Brink as Director of BHP For For Mgmt Billiton Plc 5 Elect M A Chaney as Director of BHP For For Mgmt Billiton Ltd 6 Elect M A Chaney as Director of BHP For For Mgmt Billiton Plc 7 Elect Lord Renwick of Clifton as For For Mgmt Director of BHP Billiton Ltd 8 Elect Lord Renwick of Clifton as For For Mgmt Director of BHP Billitoon Plc as Director 9 Elect M Salamon as Director of BHP For For Mgmt Billiton Ltd 10 Elect M Salamon as Director of BHP For For Mgmt Billiton Plc 11 Elect J G Buchanan as Director of For For Mgmt BHP Billiton Ltd 12 Elect J G Buchanan as Director of For For Mgmt BHP Billiton Plc 13 Approve KPMG Audit Plc and For For Mgmt PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration 14 Approve Authority to Allot Shares For For Mgmt in BHP Billiton Plc 15 Approve Renewal of Authority to For For Mgmt Allot Equity Securities for Cash 16 Authorize Share Repurchase Program For For Mgmt 17 Approve Remuneration Report for the For For Mgmt Year Ended June 30, 2003 The total cost of the company's plans calculated in this year is 1.567 percent, which is within the allowable cap for this company of 6.84 percent. Therefore, we recommend that shareholders support this resolution. 18 Approve the Grant of Deferred For For Mgmt Shares, Options and Performance Shares to Executive Director and Chief Executive Officer, C W Goodyear Under the BHP Billiton Limited Group Incentive Scheme 19 Approve the Grant of Deferred For For Mgmt Shares, Options and Performance Shares to Executive Director and Senior Minerals Executive, M Salamon Under the BHP Billiton Plc Group Incentive Scheme 11/12/03 - A Bluescope Steel Ltd (formerly Q1498R109 11/10/03 1 BHP STEEL LTD) 1 Accept Financial Statements and None None Mgmt Statutory Reports for the Year Ended June 30, 2003 2a Elect H K McCann as Director For For Mgmt 2b Elect P Rizzo as Director For For Mgmt 2c Elect Y P Tan as Director For For Mgmt 3 Change Company Name to BlueScope For For Mgmt Steel Limited 4 Approve Participation by Kirby For For Mgmt Adams, Managing Director and Chief Executive Officer in the Employee Share Purchase Plan 5 Approve Grant of Share Rights to For For Mgmt Managing Director and Chief Executive Officer, Kirby Adams, Under the Long Term Incentive Plan 6 Approve Non-Executive Director For For Mgmt Share Plan 04/22/04 - A/S Bouygues SA F11487125 None 2,366 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.75 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Cooptation of Charles de For For Mgmt Croisset as Director 6 Ratify Cooptation of Thierry For For Mgmt Jourdaine as Director 7 Reelect Charles de Croisset as For For Mgmt Director 8 Reelect Yves Gabriel as Director For For Mgmt 9 Reelect Financiere Pinault as For For Mgmt Director 10 Elect Alain Pouyat as Director For For Mgmt 11 Reappoint Mazars & Guerard as For For Mgmt Auditors 12 Reappoint Thierry Colin as For For Mgmt Alternate Auditor 13 Authorize Issuance of For For Mgmt Bonds/Debentures in the Aggregate Value of up to EUR 4 Billion 14 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Capital Special Business 15 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million The potential capital increase (35.85 percent over currently issued capital) is in line with the limits prescribed by our guidelines for issuances with preemptive rights. 16 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million We believe that shareholders should have preemptive rights for large stock issues, but also that companies should have the flexibility to transact ordinary business (to fund compensation plans, for example) without having to incur the extra expense of providing preemptive rights for small issuances. A potential capital increase of 35.85 percent of issued capital per 26 months falls within the limit recommended by our guidelines for general requests to issue capital without preemptive rights. 17 Allow Board to Use All Outstanding For Against Mgmt Capital Authorizations in the Event of a Public Tender Offer or Share Exchange Offer ISS opposes all forms of antitakeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. 18 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan 19 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 20 Approve Stock Option Plan Grants For Against Mgmt The plan does not contain several of the elements that we favor in a standard French executive stock option plan. ISS would like to see a Remuneration Committee comprised solely of independent directors making recommendations on stock option grants. Furthermore, the plan provides for excessive discretion to the board to determine the total number of shares reserved for the company's stock option plans. Our guidelines provide that shares reserved for all share options plans may not exceed 5 percent of company's issued share capital. Finally, we believe that options for management should be used as incentive and not as alternate forms of compensation, and thus we disapprove of options being granted to management at a discount. For these reasons and because we believe that options granted to management should serve solely as incentives, we do not recommend supporting this plan, which provides for option grants to management at a discount of up to 5 percent. 21 Amend Articles to Reflect 2003 For For Mgmt Financial Security Legislation Re: Responsibilities of the Chairman We see no reason to oppose these changes. 22 Amend Articles to Reflect 2003 For For Mgmt Financial Security Legislation Re: Access to Company Information The legislation now foresees that all board members are ensured full access to necessary information. This is a positive change, and we thus recommend a vote in favor of this request. 23 Authorize Filing of Required For For Mgmt Documents/Other Formalities 03/30/04 - A Bridgestone Corp. J04578126 12/31/03 9,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 8, Special JY 0 2 Authorize Share Repurchase Program For For Mgmt The limits on the plan are within our guidelines, and this is a routine request. 3 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 4 Elect Director For For Mgmt 5.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the first nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.2 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonuses for For Against Mgmt Director and Statutory Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Executive Stock Option Plan For For Mgmt 03/30/04 - A Canon Inc. J05124144 12/31/03 32,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 15, Final JY 35, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor (Candidate 3) cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For Against Mgmt 5 Appoint Additional External Auditor For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors 04/19/04 - A/S Carrefour S.A. F13923119 None 2,289 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Acquisition of Societe For For Mgmt Financiere Labruyere Eberle and Issuance of 6.46 Million Shares in Connection with Acquisition This proposal merely represents an internal restructuring that should increase transparency of Carrefour's shareholding structure. Based on this reason and given the acceptable dilution, we recommend a vote in favor of this request. 4 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 0.74 per Share 5 Amend Articles of Association to For For Mgmt Reduce Terms of Board Members from Six Years to Four Years 6 Ratify Cooptation of Luc Vandevelde For For Mgmt as Director 7 Reelect Daniel Bernard as Director For For Mgmt 8 Reelect Carlos March as Director For For Mgmt 9 Reelect Jacques Badin as Director For For Mgmt 10 Reelect Francois Henrot as Director For For Mgmt 11 Reelect Christian Blanc as Director For For Mgmt 12 Elect Jose-Luis Leal-Maldonado as For For Mgmt Director 13 Authorize Repurchase of Up to For For Mgmt 71,614,230 Shares 14 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 15 Approve Stock Option Plan Grants For Against Mgmt Due to the absence of the annual report, the total number of shares reserved for the company's stock option plans has not been disclosed. Furthermore, contrary to market practice, the company did not provide the number of shares that may be issued pursuant to this request. Finally, we believe that options for management should be used as incentives and not as alternate forms of compensation, and thus we disapprove of options being granted to management at a discount. Due to the lack of information and because we believe that options granted to management should serve solely as incentives, we do not recommend supporting this plan, which provides for option grants to management at a discount of up to 20 percent. 16 Amend Articles of Association Re: For For Mgmt Board Representation, Auditor Participation at Board Meetings, and Use of Electronic Media at Shareholder Meetings 04/27/04 - A/S Carrefour S.A. F13923119 None 2,289 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Acquisition of Societe For For Mgmt Financiere Labruyere Eberle and Issuance of 6.46 Million Shares in Connection with Acquisition 4 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 0.74 per Share 5 Amend Articles of Association to For For Mgmt Reduce Terms of Board Members from Six Years to Four Years 6 Ratify Cooptation of Luc Vandevelde For For Mgmt as Director 7 Reelect Daniel Bernard as Director For For Mgmt 8 Reelect Carlos March as Director For For Mgmt 9 Reelect Jacques Badin as Director For For Mgmt 10 Reelect Francois Henrot as Director For For Mgmt 11 Reelect Christian Blanc as Director For For Mgmt 12 Elect Jose-Luis Leal-Maldonado as For For Mgmt Director 13 Authorize Repurchase of Up to For For Mgmt 71,614,230 Shares 14 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 15 Approve Stock Option Plan Grants For Against Mgmt 16 Amend Articles of Association Re: For For Mgmt Board Representation, Auditor Participation at Board Meetings, and Use of Electronic Media at Shareholder Meetings 04/30/04 - A Credit Suisse Group (Formerly H3698D419 None 138,782 Cs Holding) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Discharge of Board and For For Mgmt Senior Management 3.1 Approve Allocation of Income and For For Mgmt Omission of Dividends 3.2 Approve CHF 597.5 Million Reduction For For Mgmt in Share Capital via Reduction in Par Value and Repayment to Shareholders 4 Elect Directors For For Mgmt 4.2 Reelect KPMG Klynveld Peat Marwick For For Mgmt Goerdeler SA as Auditors 4.3 Reelect BDO Sofirom as Special For For Mgmt Auditors 5.1 Amend Articles Re: Submission of For For Mgmt Shareholder Proposals 5.2 Amend Articles Re: Delete For For Mgmt Provisions Concerning Contributions In Kind 03/12/04 - A Daewoo Shipbuilding & Marine Y1916Y117 12/31/03 41,020 Engineering Co. 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 350 Per Share 2 Amend Articles of Incorporation Re: For For Mgmt Additional Business Objectives, Written Exercise of Voting Rights 3 Elect Directors For For Mgmt 4 Elect Member of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of For For Mgmt Directors 06/29/04 - A Daiwa House Industry Co. Ltd. J11508124 03/31/04 116,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 15, Special JY 0 2 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion In this case, the company does not have especially large shareholdings by domestic banks or insurance companies, and so is unlikely to be subject to significant selling pressure as those financial institutions reduce their corporate shareholdings. ISS sees no reason why the company cannot seek shareholder approval for a repurchase framework at each year's AGM, giving shareholders the ability to evaluate the company's plans before the fact. Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose this resolution. 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 04/30/04 - A DBS Group Holdings Ltd. Y20246107 None 201,000 (Formerly Development Bank of Singapore) 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2a Declare Final Dividend of SGD 0.16 For For Mgmt Per Ordinary Share 2b Declare Final Dividend of SGD 0.16 For For Mgmt Per Non-Voting Convertible Preference Share 2c Declare Final Dividend of SGD 0.16 For For Mgmt Per Non-Voting Redeemable Convertible Preference Share 3 Approve Directors' Fees of SGD For For Mgmt 647,851 for the Year Ended Dec. 31, 2003 4 Reappoint Ernst & Young as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 5a Reelect S. Dhanabalan as Director For For Mgmt 5b Reelect Bernard Chen Tien Lap as For For Mgmt Director 5c Reelect Fock Siew Wah as Director For For Mgmt 5d Reelect Kwa Chong Seng as Director For For Mgmt 5e Reelect Narayana Murthy as Director For For Mgmt 5f Reelect Frank Wong Kwong Shing as For For Mgmt Director 5g Reappoint Thean Lip Ping as Director For For Mgmt 6a Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the Share Option Plan In this case, the maximum combined size of the company's share plans is 15 percent of issued capital, which exceeds our guidelines. Although we support the grant of shares and options as a way of encouraging eligible participants to focus on ways to improve a company's share price, we believe that these plans, collectively, represent an excessive degree of dilution to ordinary shareholders. 6b Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the Performance Share Plan 6c Approve Issuance of Shares without For For Mgmt Preemptive Rights 04/30/04 - S DBS Group Holdings Ltd. Y20246107 None 201,000 (Formerly Development Bank of Singapore) 1 Amend Articles of Association For For Mgmt 2 Approve Issuance of Shares without For For Mgmt Preemptive Rights 3 Authorize Share Repurchase Program For For Mgmt 06/24/04 - A Denso Corp. J12075107 03/31/04 125,900 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 11, Final JY 13, Special JY 0 Accroding to the company, the payout ratio for the year is approximately 25 percent. 2 Authorize Share Repurchase Program For For Mgmt The limits on the plan (just over one percent of issued capital, at a maximum of JY 25 billion) are within our guidelines, and this is a routine request. 3 Amend Articles to: Expand Business For For Mgmt Lines - Reduce Board Size - Reduce Directors Term in Office - Authorize Share Repurchases at Board's Discretion Because we would be unlikely to oppose a share buyback proposal per se, and because shareholders will benefit from reducing the size of the board and subjecting directors to annual election, we have no compelling reason to oppose this amendment to the company's articles. 4 Elect Directors For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt This plan features premium pricing, maximum dilution of less than one percent, and option grants made only to employees, senior executives, and directors of the company and directors of its subsidiaries. We have no reason to oppose this resolution. 6 Amend Stock Option Plans Approved For For Mgmt at Last Four AGMs The company's option plans allow recipients to exercise their options within six months after their retirement from the company. The proposed amendments would clarify that recipients who retire from their post as directors and immediately become senior executives, or vice versa, are not counted as retiring from the company. We have to reason to oppose this resolution. 7 Approve Retirement Bonuses for For For Mgmt Directors The 19 retiring directors are all life-long employees of Denso, who held executive positions in the past. Accordingly, we do not oppose this item. The directors are stepping down from the board in connection with the company's adoption of a "managing officer" system and the reduction in the size of its board of directors. 05/19/04 - A Deutsche Boerse AG D1882G119 05/12/04 704 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.55 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Elect Peter Levene and Alessandro For For Mgmt Profuma to the Supervisory Board 6 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 7 Approve Affiliation Agreements with For For Mgmt Subsidiaries (Deutsche Boerse IT Holding GmbH) 8 Ratify KPMG Deutsche For For Mgmt Treuhand-Gesellschaft AG as Auditors 03/31/04 - A Edp-Electricidade De Portugal X67925119 None 311,219 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income For For Mgmt 4 Approve Discharge of Management and For For Mgmt Supervisory Boards 5 Authorize Repurchase of Shares For For Mgmt 6 Authorize Bond Repurchase; For For Mgmt Reissuance of Repurchased Bonds 7 Amend Articles Re: Meeting Notice For For Mgmt Period 05/25/04 - A/S Eni Spa T3643A145 05/20/04 220,900 Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Authorize Share Repurchase Program For For Mgmt 4 Elect External Auditors for the For For Mgmt Three-Year Term 2004-2006 and Fix Remuneration of Auditors 5 Amend Article 2 of the Set of Rules For For Mgmt Governing General Meetings of Eni Spa 6 Approve Remuneration of Directors For For Mgmt Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. In this specific case, some of the proposed amendments are non-contentious, and ISS would support such changes since they would not jeopardize shareholder value or rights. Others (Articles 11 and 23) cannot be supported by ISS since they would limit rights already owned by shareholders and introduce negative corporate governance practices. Thus, we recommend a vote against the entire resolution. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. 2 Amend Articles 17, 19, and 28 of For For Mgmt the Company's Bylaws 05/08/04 - A Fiat Spa T4210N122 05/03/04 9,692 Ordinary Business 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Director For For Mgmt Indemnification/Liability Provisions Special Business 3 Amend Articles To Reflect: New For Against Mgmt Italian Company Law Regulations; Reduction of Minimum Stake Requirements to Present Lists for the Election of Internal Statutory Auditors; Savings and Privilege Shares' Special Reserves The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. In this specific case, some of the proposed amendments are non-contentious, and ISS would support such changes since they would not jeopardize shareholder value or rights. Others cannot be supported by ISS since they would limit rights already owned by shareholders and introduce negative corporate governance practices. Thus, we recommend a vote against the entire resolution. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. 10/06/03 - S France Telecom SA F4113C103 None 72,270 Ordinary Business 1 Amend Terms of Share Repurchase For For Mgmt Plan Submitted to Shareholder Vote at May 27, 2003, AGM/EGM Special Business 2 Authorize Board to Issue Up to 100 For For Mgmt Million Shares to Participants of Orange's Stock Option Plan, Share Purchase Plan, Orange Senior Discretionary Share Plan and Restricted Share Plan, As Well As Signatories of France Telecom Liquidity Agreement 3 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 4 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/09/04 - A/S France Telecom SA F4113C103 None 2,968 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors for Fiscal Year Ended Dec. 2003 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports for Fiscal Year Ended Dec. 2003 3 Approve Treatment of Losses and For For Mgmt Dividends of EUR 0.25 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 6 Fix Issue Price of Previous For For Mgmt Authority to Issue Equity or Equity-Linked Securities without Preemptive Rights Submitted to Shareholder Vote at Feb. 25, 2003 EGM to Increase Capital by up to EUR 30 Billion 7 Amend Article 1, 2, and 7 to For For Mgmt Reflect 2003 Legislative Changes, Postal Service and Telecommunication Code, and European Parliament Directives ISS disapproves in principle of bundling together proposals that could be presented as separate voting items because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders. However, the amendments proposed under this Item are to enable the future privatization of the company, and as such we recommend to vote for this request. 8 Amend Articles to Reflect 2003 For For Mgmt Legislative Changes; Remove French Government Obligation to Retain Majority Stake in Company and Amend Articles with Respect to Board Composition 9 Amend Articles to Reflect Potential For For Mgmt Change in Control with Respect to Powers of Chairman and Management Although we disapprove in principle of bundling together proposals that could be presented as separate voting items because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders, in this specific case the amendments are introduced in preparation of the future privatization of France Telecom. As such, we recommend to vote for this request. 10 Amend Articles of Association to For For Mgmt Introduce Liquidation Provision 11 Authorize Board to Issue Up to 30 For For Mgmt Million Shares to Participants of Wanadoo Stock Option Plan in Connection with France Telecom Liquidity Agreement 12 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan 13 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/29/04 - A Heineken Nv N39427195 None 23,482 1 Open Meeting None None Mgmt 2 Approve Financial Statements and For For Mgmt Statutory Reports 3 Approve Allocation of Income For Against Mgmt We recommend voting against the allocation of income proposal based on the long-term shareholder-unfriendly policy of the company. 4 Approve Discharge of Management For For Mgmt Board 5 Approve Discharge of Supervisory For For Mgmt Board 6 Approve Lowering in Par Value from For For Mgmt EUR 2 to EUR 1.60 via a 5:4 (Five New Shares for Every Four Currently Held) Stock Split 7 Amend Articles Re: 5:4 Stock Split; For For Mgmt Editorial Changes 8 Elect Supervisory Board Member Split Split Mgmt 8.1 Elect A. Risseeuwto Supervisory Board --- For 8.2 Elect R. Overgaauw to Supervisory Board --- Against In ISS's opinion, the candidate presented under Item 8.1 possesses better qualifications for board membership. On this basis, we recommend a vote against Item 8.2. 9 Elect Directors Split Split Mgmt 9.1 Elect K. Bueche to Management Board --- For 9.2 Elect J. Buijs to Management Board --- Against Based on the information provided, the candidate presented under Item 9.1 possesses better qualifications for board membership. On this basis, we recommend a vote against Item 9.2. 10 Discussion about Company's None None Mgmt Corporate Governance Report 05/28/04 - A HSBC Holdings Plc G4634U169 None 171,215 1 Accept Financial Statements and For For Mgmt Statutory Reports 2a Re-elect Lord Butler as Director For For Mgmt 2b Re-elect Baroness Lydia Dunn as For For Mgmt Director 2c Elect Rona Fairhead as Director For For Mgmt 2d Re-elect William Fung as Director For For Mgmt 2e Elect Michael Geoghegan as Director For For Mgmt 2f Re-elect Sharon Hintze as Director For For Mgmt 2g Re-elect John Kemp-Welch as Director For For Mgmt 2h Re-elect Sir Mark Moody-Stuart as For For Mgmt Director 2i Re-elect Helmut Sohmen as Director For For Mgmt 3 Re-appoint KPMG Audit Plc as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 4 Approve Remuneration Report For For Mgmt 5 Authorise 1,099,900,000 Ordinary For For Mgmt Shares for Market Purchase 6 Auth. Issuance of Non-Cumulative For For Mgmt Pref. Shares with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 100,000, USD 100,000 and EUR 100,000; and Auth. Issuance of Ord. Shares with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,099,900,000 7 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 274,975,000 8 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors from GBP 35,000 to GBP 55,000 Per Annum 03/12/04 - A Hyundai Motor Co. Y38472109 12/31/03 19,870 1 Approve Appropriation of Income and For For Mgmt Dividends of KRW 1000 Per Share 2 Amend Articles of Incorporation For For Mgmt 3 Elect Directors For For Mgmt 4 Elect Member of Audit Committee For For Mgmt 5 Approve Limit on Remuneration of For For Mgmt Directors 04/02/04 - A Iberdrola S.A. E6164R104 None 38,358 1 Approve Financial Statements, For For Mgmt Allocation of Income and Dividends, and Discharge Directors 2 Adopt New Articles of Association For For Mgmt 3 Approve General Meeting Guidelines; For For Mgmt Information on Board Guidelines 4 Approve Merger by Absorption of For For Mgmt Subsidiaries Iberdrola Gas S.A. and Star 21 Networks Espana, S.A. 5 Authorize Issuance of Convertible For For Mgmt Bonds and/or Warrants without Preemptive Rights with a Maximum Limit of EUR 1 Billion 6 Authorize Issuance of Convertible For For Mgmt Bonds and/or Warrants with Preemptive Rights with a Maximum Limit of EUR 1 Billion 7 Authorize Issuance of For For Mgmt Bonds/Debentures up to Aggregate Nominal Amount of EUR 1.2 Billion, or EUR 1.5 Billion in the Case of Debentures 8 Authorize Repurchase of Shares and For For Mgmt Reduce Capital Via Cancellation of Repurchased Shares 9 Approve Listing of Shares on For For Mgmt Secondary Exchanges in Spain or Overseas 10 Approve Creation of Foundations For For Mgmt 11 Approve Auditors For For Mgmt 12 Ratify Appointment of Directors For For Mgmt 13 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 02/03/04 - A Imperial Tobacco Group Plc G4721W102 None 143,868 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 30 Pence For For Mgmt Per Share 4 Reelect Sipko Huismans as Director For For Mgmt 5 Reelect Iain Napier as Director For For Mgmt 6 Elect David Cresswell as Director For For Mgmt 7 Elect Frank Rogerson as Director For For Mgmt 8 Elect Bruce Davidson as Director For For Mgmt 9 Elect David Thursfield as Director For For Mgmt 10 Approve PricewaterhouseCoopers LLP For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 11 Amend Articles of Association Re: For For Mgmt Maximum Number of Directors 12.1 Authorize the Company to Make EU For For Mgmt Political Donations up to GBP 100,000 12.2 Authorize Imperial Tobacco Ltd. to For For Mgmt Make EU Political Donations up to GBP 100,000 12.3 Authorize Imperial Tobacco For For Mgmt International Ltd. to Make EU Political Donations up to GBP 100,000 12.4 Authorize Van Nelle Tabak Nederland For For Mgmt B.V. to Make EU Political Donations up to GBP 100,000 12.5 Authorize John Player and Sons Ltd. For For Mgmt to Make EU Political Donations up to GBP 100,000 12.6 Authorize Reemtsma For For Mgmt Cigarettenfabriken GmbH to Make EU Political Donations up to GBP 100,000 12.7 Authorize Compagnie Independante For For Mgmt des Tabacs S.A. to Make EU Political Donations up to GBP 100,000 13 Authorize the Board to Grant For For Mgmt Options to Employees Resident in France Under the Imperial Tobacco Group International Sharesave Plan for a Further 38 Months 14 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of GBP 24,300,000 15 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 3,645,000 16 Authorize 72,900,000 Shares for For For Mgmt Share Repurchase Program 06/01/04 - A INTERCONTINENTAL HOTELS GROUP G4803W103 None 123,327 PLC 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt Notwithstanding the issues raised in our analysis, we are recommending a vote in favour of the remuneration report. We are, however, drawing particular attention to the overall size of awards under the long-term incentive schemes and the lack of performance conditions attached to awards of matching shares under the short-term incentive scheme. 3 Approve Final Dividend of 9.45 For For Mgmt Pence Per IHG PLC Share 4a Elect Richard Hartman as Director For For Mgmt 4b Elect Ralph Kugler as Director For For Mgmt 4c Elect Robert Larson as Director For For Mgmt 4d Elect Richard North as Director For For Mgmt 4e Elect Stevan Porter as Director For For Mgmt 4f Elect David Prosser as Director For For Mgmt 4g Elect Richard Solomons as Director For For Mgmt 4h Elect Sir Howard Stringer as For For Mgmt Director 4i Elect David Webster as Director For For Mgmt 5 Re-appoint Ernst and Young LLP as For For Mgmt Auditors of the Company 6 Authorise Board to Fix Remuneration For For Mgmt of the Auditors 7 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors from GBP 550,000 to GBP 750,000 8 Authorise EU Political Donations up For For Mgmt to Aggregate Nominal Amount of GBP 100,000 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 235,529,677 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 35,329,451 11 Authorise 105,917,695 Ordinary For For Mgmt Shares for Market Purchase 07/04/03 - S Kingfisher Plc G5256E359 None 700,256 1 Approve Demerger of Kingfisher For For Mgmt Plc's Electrical Business to Kesa Electricals Plc By Way of Dividend in Specie 2 Approve Capital Reorganization For For Mgmt 3 Approve Kesa Group Sharesave Scheme For For Mgmt and Kesa Group International Sharesave Plan and Authorize Directors to Modify and Establish Such Plans 4 Approve Kesa Group Demerger Award For For Mgmt Plan and Authorize Directors to Modify and Establish Such Plans 5 Approve Kesa Group Incentive For For Mgmt Compensation Plan and Authorize Directors to Modify and Establish Such Plans 6 Approve Kesa Group Employee Benefit For For Mgmt Trust and Authorize Directors to Modify and Establish Such Plans 06/03/04 - A Kingfisher Plc G5256E441 None 82,579 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 6.15 For For Mgmt Pence Per Ordinary Share 4 Elect Duncan Tatton-Brown as For For Mgmt Director 5 Re-elect Sir Francis Mackay as For For Mgmt Director 6 Re-elect Michael Hepher as Director For For Mgmt 7 Re-elect Margaret Salmon as Director For For Mgmt 8 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise Board to Fix Remuneration of Auditors 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 108,526,099 10 Approve Scrip Dividend For For Mgmt 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to a Nominal Value of 5 Percent of the Issued Share Capital of the Company 12 Authorise 233,210,664 Ordinary For For Mgmt Shares for Market Purchase 04/29/04 - S L'Oreal F58149133 None 1,087 Special Business 1 Remove Double-Voting Rights for For For Mgmt Long-Term Registered Shareholders, Pending Approval of Item 3 2 Amend Articles of Association to For For Mgmt Allow Registered Shareholders to Register Holdings in Their Name by the Day of the Meeting, Pending Approval of Item 3 While we would like to see all shareholders--not just registered shareholders--benefit from this change, this is a positive amendment, and as such we recommend a vote in favor of this proposal. 3 Approve Merger by Absorption of For For Mgmt Gesparal; Approve Dissolution of Gesparal without Liquidation 4 Approve Reduction in Share Capital For For Mgmt via Cancellation of L'Oreal Shares Held by Gesparal 5 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/29/04 - A L'Oreal F58149133 None 1,087 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.10 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Reelect Rainer E. Gut as Director For Against Mgmt Because the company did not disclose any information regarding the new nominee, Bernard Kasriel, ISS is unable to include details regarding this nominee's affiliation with the company, shareownership, or any board committee membership. Based on these considerations, we recommend shareholders a vote against the appointment of Bernard Kasriel. Furthermore, given Rainer E. Gut's membership on the company's Remuneration Committee, we recommend a vote against his reelection at this meeting. 6 Elect Bernard Kasriel as Director For Against Mgmt 7 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 1 Million 8 Appoint PricewaterhouseCoopers For For Mgmt Audit as Auditors and Yves Nicolas as Deputy Auditor 9 Appoint Deloitte Touche Tohmatsu For For Mgmt Audit as Auditors and Jean-Paul Picard as Deputy Auditor 10 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 11 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/11/04 - A Lafarge F54432111 None 1,006 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income, For For Mgmt Dividends of EUR 3.45 per Share, and Stock Dividend Program 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Cooptation of Juan Gallardo For For Mgmt as Director 6 Reelect Jean Keller as Director For For Mgmt 7 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissunace of Repurchased Shares 8 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/25/04 - A Lafarge F54432111 None 1,006 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income, For For Mgmt Dividends of EUR 3.45 per Share, and Stock Dividend Program 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Cooptation of Juan Gallardo For For Mgmt as Director 6 Reelect Jean Keller as Director For For Mgmt 7 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissunace of Repurchased Shares 8 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/30/04 - A/S Lagardere S.C.A. F5485U100 None 13,850 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.35 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6 Reelect Raymond H. Levy as For For Mgmt Supervisory Board Member Because the company did not disclose any information regarding the new nominees, Bernard Arnaud, Hubert Burda, Rene Carron, Henri Proglia, and Francois Roussely (Items 16-20), ISS is unable to include details regarding these nominees' affiliation with the company, share ownership, or any board committee membership. Based on these considerations, we recommend that shareholders not support their election at this meeting. 7 Reelect Pehr G. Gyllenhammar as For For Mgmt Supervisory Board Member 8 Reelect Pierre Lescure as For For Mgmt Supervisory Board Member 9 Reelect Didier Pineau-Valencienne For For Mgmt as Supervisory Board Member 10 Reelect Felix G. Rohatyn as For For Mgmt Supervisory Board Member 11 Reelect Groupama S.A. as For For Mgmt Supervisory Board Member 12 Reelect Manfred Bischoff as For For Mgmt Supervisory Board Member 13 Reelect George Chaudron de Courcel For For Mgmt as Supervisory Board Member 14 Reelect Christian Marbach as For For Mgmt Supervisory Board Member 15 Reelect Bernard Mirat as For For Mgmt Supervisory Board Member 16 Elect Bernard Arnaud as Supervisory For Against Mgmt Board Member 17 Elect Dr. Hubert Burda as For Against Mgmt Supervisory Board Member 18 Elect Rene Carron as Supervisory For Against Mgmt Board Member 19 Elect Henri Proglio as Supervisory For Against Mgmt Board Member 20 Elect Francois Roussely as For Against Mgmt Supervisory Board Member 21 Appoint Bernard Esambert as Censor For For Mgmt We approve of the presence of censors because they serve as a further check on management. 22 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 600,000 23 Authorize Issuance of For For Mgmt Bonds/Debentures in the Aggregate Nominal Value of EUR 3 Billion Special Business 24 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million The potential capital increase (35.2 percent over currently issued capital) is in line with the limits prescribed by our guidelines for issuances with preemptive rights. 25 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million The potential increase of 35.2 percent of issued capital without preemptive rights over a period of 26 months is in line with the limit we recommend for general requests to issue capital without preemptive rights. 26 Authorize Capital Increase of Up to For For Mgmt EUR 300 Million for Future Exchange Offers Given the acceptable level of dilution over a period of 26 months, we recommend shareholders to vote in favor of Item 26. 27 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 300 Million for Bonus Issue or Increase in Par Value Dilution is not a problem when capital is increased using any of these scenarios, as this would merely transfer wealth to shareholders. We see no reason to oppose this request. 28 Set Global Limit for Capital For For Mgmt Increase to Result from Issuance Requests Pursuant to Items 24, 25 and 26 at EUR 300 Million 29 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer ISS opposes all forms of antitakeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. 30 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 31 Approve Stock Option Plan Grants For Against Mgmt The plan does not contain some of the key elements that we favor in a standard French executive stock option plan. The total number of shares reserved for the company's stock option plans, 10.2 percent of issued capital, exceeds our recommended guidelines for both growth-oriented and mature companies. Our guidelines provide that shares reserved for all share options plans may not exceed between 5 and 10 percent of company's issued share capital. Finally, we believe that options for management should be used as incentives and not as alternate forms of compensation, and thus we disapprove of options being granted to management at a discount. Given the excessive dilution and because we believe that options granted to management should serve solely as incentives, we do not recommend supporting this plan, which provides for option grants to management at a discount of up to 20 percent. 32 Amend Articles of Association to For Against Mgmt Reflect 2003 Legal Changes to French Commercial Code Re: Related-Party Transactions ISS does not support the new definition of related-party transactions. We believe that the 5-percent shareholding threshold is adequate and provides for better disclosure to shareholders on related-party transactions. Furthermore, given that French issuers already have to comply with stricter disclosure requirements at this time, we see no reason to support a more liberal definition of this provision. 33 Authorize Filing of Required For For Mgmt Documents/Other Formalities 10/11/03 - A Malayan Banking Berhad Y54671105 None 149,000 1 Accept Financial Statements and For For Mgmt Statutory Reports for the Financial Year Ended June 30, 2003 2 Approve Final Dividend of MYR0.17 For For Mgmt Per Share Less 28 Percent Income Tax for the Financial Year Ended June 30, 2003 3 Elect Amirsham A Aziz as Director For For Mgmt 4 Elect Mohammad bin Abdullah as For For Mgmt Director 5 Elect Richard Ho Ung Hun as Director For For Mgmt 6 Elect Muhammad Alias bin Raja Muhd. For For Mgmt Ali as Director 7 Approve Remuneration of Directors For For Mgmt in the Amount of MYR757,000 in Respect of the Financial Year Ended June 30, 2003 8 Approve Ernst & Young as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 9 Approve Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights in Any Amount Up to Ten Percent of Issued Share Capital 07/16/03 - A Marks & Spencer Group PLC G5824M107 None 249,079 (formerly Marks & Spencer Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 6.5 Pence For For Mgmt Per Share 4 Elect Justin King as Director For For Mgmt 5 Elect Vittorio Radice as Director For For Mgmt 6 Reelect Roger Holmes as Director For For Mgmt 7 Reelect Jack Keenan as Director For For Mgmt 8 Reelect Laurel Power-Freeling as For For Mgmt Director 9 Approve PricewaterhouseCoopers LLP For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of GBP 189,208,626 11 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 28,381,293 12 Authorize 227 Million Ordinary For For Mgmt Shares for Share Repurchase Program 06/29/04 - A Matsushita Electric Industrial J41121104 03/31/04 466,000 Co. Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 6.25, Final JY 6.25, Special JY 1.5 2 Amend Articles to: Amend Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 3.1 Elect Director --- For 3.2 Elect Director --- For 3.3 Elect Director --- For 3.4 Elect Director --- For 3.5 Elect Director --- For 3.6 Elect Director --- For 3.7 Elect Director --- For 3.8 Elect Director --- For 3.9 Elect Director --- For 3.10 Elect Director --- For 3.11 Elect Director --- For 3.12 Elect Director --- For 3.13 Elect Director --- For 3.14 Elect Director --- For 3.15 Elect Director --- For 3.16 Elect Director --- For 3.17 Elect Director --- For 3.18 Elect Director --- For 3.19 Elect Director --- For 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Directors 6 Approve Retirement Bonuses for For Against Mgmt Statutory Auditors As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/27/04 - A/S Mediaset Spa T6688Q107 04/22/04 16,246 Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares Special Business 1 Adopt New Articles of Association For Against Mgmt To Reflect New Italian Company Law Regulations The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. This is particularly important in cases such as this one, where ISS would like to recommend different votes with respect to the different amendments being proposed. Some of the amendments are either non-contentious or positive in nature, and ISS would support such changes since they would not jeopardize shareholder value. Others, alternatively, cannot be supported by ISS since they propose to remove important oversight mechanisms from shareholders. Although the company is proposing these amendments in accordance with changes to company law, the actual amendments with which ISS takes issue are not, in fact, required by the law. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. 06/29/04 - A MILLEA HOLDINGS INC. J4276P103 03/31/04 206 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 11,000, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor 03/15/04 - A Millenium BCP (formerly Banco X03188137 None 354,234 Comercial Portugues S.A. ) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Approve Discharge of Management and For For Mgmt Supervisory Boards 4 Amend Articles For For Mgmt 5 Ratify Appointment of Superior For For Mgmt Council Member 6 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 7 Authorize Repurchase and Reissuance For For Mgmt of Bonds 06/29/04 - A Misawa Homes Holdings Inc. J43129105 03/31/04 42,000 1 Approve Handling of Net Loss, with For For Mgmt No Dividends Misawa proposes to dispose of JY 111.648 billion of the JY 147.58 billion in losses through a reversal of capital reserves. The company is proposing to dispose of the remainder through a capital reduction, proposed in Item 2. 2 Approve Capital Reduction For For Mgmt Misawa seeks to reduce its stated capital by JY 36 billion, from JY 80.749 billion to JY 44.749 billion; effective August 11. Nearly the entire amount will be used to clear away cumulative losses of JY 35.932 billion; with the remaining JY 67.826 million transferred to a surplus account. There will be no consolidation or cancellation of shares, so the number of shares on issue will not change. Misawa was pushed into the red on a consolidated basis due to large one-time restructuring costs, such as appraisal losses on the group's golf course holdings and costs to reorganize subsidiaries and factories. ISS sees no benefit to shareholders in opposing this resolution. 3 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion Share repurchases are unlikely to be an optimal use of the company's limited financial resources. ISS would prefer to see the company seek shareholder approval for a repurchase framework at each year's AGM, giving shareholders the ability to evaluate the company's plans before the fact. Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, particularly in the absence of independent directors, we recommend that shareholders oppose this resolution. 4 Elect Directors For For Mgmt 5.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominees for independent auditor (candidates 1 and 3) cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. Both are long-time executives of Misawa's main bank, now known as UFJ. 5.2 Appoint Internal Statutory Auditor For For Mgmt 5.3 Appoint Internal Statutory Auditor For Against Mgmt See item 5.1. 6.1 Appoint Alternate Internal For Against Mgmt Statutory Auditor Neither nominee for alternate statutory auditor meets our criteria for independence. Both are long-time executives of main bank UFJ. 6.2 Appoint Alternate Internal For Against Mgmt Statutory Auditor See item 6.1. 06/29/04 - A Mitsubishi Estate Co. Ltd. J43916113 03/31/04 303,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 4, Special JY 0 2 Amend Articles to: Expand Business For Against Mgmt Lines - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, neither nominee for independent auditor (Candidates 1 and 2) can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.2 Appoint Internal Statutory Auditor For Against Mgmt 5 Approve Retirement Bonuses for For Against Mgmt Director and Statutory Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 6 Appoint External Auditors For For Mgmt 7 Approve Executive Stock Option Plan For For Mgmt 06/29/04 - A Mitsubishi Tokyo Financial J44497105 03/31/04 437 Group Inc 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends on Ordinary Shares: Interim JY 0, Final JY 6000, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For Against Mgmt Directors and Statutory Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 06/29/04 - A Mitsui Sumitomo Insurance Co. J45174109 03/31/04 193,000 Ltd 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 8.5, Special JY 0 2 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For Against Mgmt Directors and Statutory Auditors As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/22/04 - A Nestle Sa H57312466 None 19,122 1a Accept Financial Statements and For For Mgmt Statutory Reports 1b Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 2 Approve Discharge of Board and For For Mgmt Senior Management 3 Approve Allocation of Income and For For Mgmt Dividends of CHF 7.20 per Share 4a Elect Edward George as Directors For For Mgmt 4b Elect Kaspar Villiger as Directors For For Mgmt 4c Elect Rolf Haenggi as Directors For For Mgmt 4d Elect Daniel Borel as Directors For For Mgmt 4e Elect Carolina Mueller as Directors For For Mgmt 01/29/04 - S NEXT PLC G6500M106 None 85,341 1 Amend Articles of Association Re: For For Mgmt Borrowing Powers 05/13/04 - A NEXT PLC G6500M106 None 85,341 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For Against Mgmt We are recommending a vote against this resolution because the terms of the EDs' service contracts are not in line with NAPF policy. Although we support the decision to reduce the notice period in the contracts from two years to one year, we are disappointed that the two-year notice period will continue to apply if a director's employment is terminated within 12 months following a takeover. Our view is that notice periods no greater than one year should apply in all circumstances to avoid inappropriately large payouts in the event of early termination. 3 Approve Final Dividend of 24 Pence For For Mgmt Ordinary Share 4 Elect Nick Brookes as Director For For Mgmt 5 Re-elect David Keens as Director For For Mgmt 6 Re-appoint Ernst and Young LLP as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 7 Authorise Directors to Alter the For For Mgmt Rules of the Company's Employee Share Option Schemes to Permit Options Granted Over Treasury Shares 8 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities and the Sale of Treasury Shares without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,300,000 9 Authorise 39 Million Ordinary For For Mgmt Shares for Market Purchase 06/23/04 - A Nissan Motor Co. Ltd. J57160129 03/31/04 172,400 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 11, Special JY 0 2 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion 3 Approve Executive Stock Option Plan For For Mgmt 4 Authorize Share Repurchase Program For For Mgmt The limits on the plan are within our guidelines, and this is a routine request. 5.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, one of the nominees for independent auditor (candidate 2) cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.2 Appoint Internal Statutory Auditor For Against Mgmt 5.3 Appoint Internal Statutory Auditor For For Mgmt 5.4 Appoint Internal Statutory Auditor For For Mgmt 5.5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonuses for For Against Mgmt Statutory Auditors As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing this item. 06/25/04 - A Nomura Holdings Inc. J59009159 03/31/04 107,000 1 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 2 Approve Executive Stock Option Plan For For Mgmt and Deep-Discount Stock Option Plan 3 Elect Directors For For Mgmt 06/23/04 - A Orix Corp. J61933123 03/31/04 21,900 1 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion - Limit Legal Liability of Directors and Executive Officers 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan For For Mgmt 04/30/04 - A Pearson Plc G69651100 None 223,269 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 14.8 For For Mgmt Pence Per Share 3 Re-elect Dennis Stevenson as For For Mgmt Director 4 Re-elect John Makinson as Director For For Mgmt 5 Re-elect Reuben Mark as Director For For Mgmt Reuben Mark is Chairman of the Personnel (Remuneration) Committee and has served on the Board for more than nine years. The Company considers him to be a fully independent NED, notwithstanding his length of service. The reasons why we are recommending a vote in favour of his re-election can be found in the "Company Overview" section of this report. 6 Re-elect Vernon Sankey as Director For For Mgmt Vernon Sankey is Chairman of the Audit Committee and has served on the Board for more than nine years. The Company considers him to be a fully independent NED, notwithstanding his length of service. The reasons why we are recommending a vote in favour of his re-election can be found in the "Company Overview" section of this report. 7 Approve Remuneration Report For For Mgmt 8 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 9 Authorise Board to Fix Remuneration For For Mgmt of the Auditors 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 66,871,000 11 Approve Increase in Authorised For For Mgmt Capital from GBP 294,500,000 to GBP 295,500,000 by the Creation of 4 Million Ordinary Shares of 25 Pence Each 12 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,030,000 13 Authorise 80 Million Ordinary For For Mgmt Shares for Market Purchase 14 Adopt New Articles of Association For For Mgmt 15 Amend Pearson plc UK Worldwide Save For For Mgmt for Shares Plan 05/25/04 - A/S Pinault-Printemps-Redoute F7269R105 None 1,404 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 2.40 per Share 5 Reelect Patricia Barbizet as For Against Mgmt Supervisory Board Member 6 Reelect Francois Henrot as For For Mgmt Supervisory Board Member 7 Reelect Rene Barbier de La Serre as For For Mgmt Supervisory Board Member 8 Reelect Luca Cordero di Montezemolo For For Mgmt as Supervisory Board Member 9 Reelect Francois Pinault as For For Mgmt Supervisory Board Member 10 Reappoint KPMG SA as Auditors For For Mgmt 11 Ratify Jean-Claude Andre et Autres For For Mgmt as Alternate Auditors 12 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 13 Change Location of Registered For For Mgmt Office/Headquarters Special Business 14 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million The potential capital increase (41 percent over currently issued capital) is in line with the limits prescribed by our guidelines for issuances with preemptive rights. 15 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million A potential increase of 41 percent of issued capital without preemptive rights exceeds the limit we recommend for general requests to issue capital without preemptive rights. We therefore recommend a vote against this request. 16 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million While this amount would not be separate from the issue authority without preemptive rights (Item 15), we consider the potential dilution under Item 15 to be excessive. Furthermore, when contacted by ISS, the company did not provide additional information regarding the purpose of this request or any information in respect to the beneficiaries of this capital increase. Given the excessive dilution, lack of information, because we believe that approval of this request would provide the company with excessive discretion as to determine the beneficiaries of this capital increase, and because we do not support issuances without preemptive rights at a discount to market value, we recommend that shareholders do not support this proposal. 17 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan Currently, the company's employees control 0.7 percent of issued capital in terms of the company's share purchase plan. Approval of this plan could increase employee participation to approximately 1.68 percent. While the potential dilution falls within ISS guidelines for savings-related share purchase plans, we do not support the granting of shares free of charge to plan participants. 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/02/04 - A Portugal Telecom, SGPS, S.A. X6769Q104 None 264,393 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income For For Mgmt 4 Approve Discharge of Management and For For Mgmt Supervisory Boards 5 Ratify Appointment of Board Members For For Mgmt 6 Authorize Repurchase of Shares and For For Mgmt Reissuance of Repurchased Shares 7 Approve EUR 125.4 Million Reduction For For Mgmt in Share Capital via Cancellation of 125.4 Million Shares 8 Authorize Issuance of Convertible For Against Mgmt Bonds without Preemptive Rights Recognizing that it would be imprudent for shareholders to grant open share and/or convertible bond issuance authorities because of potential excessive dilution to their economic and voting rights, we recommend shareholders oppose these requests. 9 Eliminate Preemptive Rights in For Against Mgmt Connection with Proposed Issuance of Convertible Bonds 10 Authorize Issuance of Bonds or For For Mgmt Other Securities 11 Approve Bond Repurchase and For For Mgmt Reissuance 04/28/04 - A Reed Elsevier Plc(formerly G74570105 None 203,103 Reed International PLC) 1a Accept Financial Statements and For For Mgmt Statutory Reports 1b Approve Remuneration Report For For Mgmt 2 Approve Final Dividend of 8.7 Pence For For Mgmt Per Ordinary Share 3a Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 3b Authorise Board to Fix Remuneration For For Mgmt of the Auditors 4a Re-elect Gerard van de Aast as For For Mgmt Director 4b Re-elect Morris Tabaksblat as For For Mgmt Director 4c Re-elect Rolf Stomberg as Director For For Mgmt 4d Re-elect Lord Sharman Of Redlynch For For Mgmt as Director 5 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 25,000,000 6 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,900,000 7 Authorise 127 Million Shares for For For Mgmt Market Purchase 09/17/03 - A Richemont (Compagnie H25662141 None 76,638 Financiere Richemont Ag) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Omission of Dividends 3 Approve Discharge of Management For For Mgmt Board 4 Reelect Rupert, Aeschimann, For For Mgmt Cologni, Du Plessis, Deschuyteneer, Douro, Istel, Kanoui, Quasha, Lord Renwick of Clifton, and Verloop as Directors; Elect Alan Perrin, Simon Murray, and Juergen Schrempp as New Directors 5 Reelect PwC as Auditors For For Mgmt 02/27/04 - A Samsung Electronics Co. Ltd. Y74718100 12/31/03 8,350 1 Approve Financial Statements and For For Mgmt Appropriation of Income, with Total Dividend of KRW 5500 Per Share 2 Elect Directors For For Mgmt 2.1 Elect Two Outside Directors --- For We are not aware of any problems with either of these nominees which would cause us to oppose this resolution 2.2 Appoint One Member of Audit For For Mgmt Committee 2 Elect Directors For For Mgmt 3 Approve Limit on Remuneration of For For Mgmt Directors 06/29/04 - A Shin-Etsu Chemical Co. Ltd. J72810120 03/31/04 41,200 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 8, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 5 Approve Executive Stock Option Plan For For Mgmt 03/05/04 - A Shinsegae Co. (Formerly Y77538109 12/31/03 4,590 Shinsegae Department Store) 1 Approve Appropriation of Income and For Against Mgmt Dividends of KRW 1000 Per Share Because the company's payout ratio is unusually low by Korean standards, we recommend that shareholders vote against this resolution. 2 Elect Director For For Mgmt 3 Elect Member of Audit Committee For For Mgmt 4 Approve Limit on Remuneration of For For Mgmt Directors 01/22/04 - A Siemens AG D69671218 None 2,655 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.10 per Share 3 Approve Discharge of Management For For Mgmt Board for Fiscal 2002/2003 4 Approve Discharge of Supervisory For For Mgmt Board for Fiscal 2002/2003 5 Ratify KPMG as Auditors For For Mgmt 6 Elect Jerry Speyer to the For For Mgmt Supervisory Board; Elect Hans-Dieter Wiedig as a Deputy Supervisory Board Member 7 Authorize Repurchase of up to Ten For For Mgmt Percent of Issued Share Capital; Authorize Board to Issue Repurchased Shares 8 Approve Creation of EUR 600 Million For For Mgmt Pool of Conditional Capital with Preemptive Rights 9 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 11.3 Billion with Preemptive Rights; Approve Creation of EUR 600 Million Pool of Conditional Capital to Guarantee Conversion Rights 05/06/04 - A Smith & Nephew PLC G82343164 None 201,185 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 3.1 Pence For For Mgmt Per Share 3 Re-elect Warren Knowlton as Director For For Mgmt 4 Re-elect Christopher O'Donnell as For For Mgmt Director 5 Re-elect Richard De Schutter as For For Mgmt Director 6 Re-elect Rolf Stomberg as Director For For Mgmt 7 Re-appoint Ernst and Young LLP as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 8 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 33,321,078 9 Approve Remuneration Report For For Mgmt 10 Approve the Smith and Nephew 2004 For For Mgmt Performance Share Plan 11 Approve the Smith and Nephew 2004 For For Mgmt Executive Share Option Plan 12 Approve the Smith and Nephew 2004 For For Mgmt Co-investment Plan 13 Authorise the Directors to For For Mgmt Establish Overseas Share Schemes 14 Authorise the Directors to For For Mgmt Establish the New Discretionary Trust 15 Amend the Smith and Nephew 2001 UK For For Mgmt Approved Share Option Plan 16 Amend the Smith and Nephew 2001 UK For For Mgmt Unapproved Share Option Plan 17 Approve Reclassification of the One For For Mgmt Issued 'B' Ordinary Share of 12 2/9 Pence as an Ordinary Share Having the Same Rights and Subject to the Same Restrictions as Existing Ordinary Shares 18 Authorise 93,486,408 Shares for For For Mgmt Market Purchase 19 Adopt New Articles of Association For For Mgmt 20 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,713,057 21 Approve Increase in Remuneration of For For Mgmt Non-Executive Directors to GBP 900,000 Per Year 03/31/04 - A Sonae SGPS (frm Sonae X82198106 None 312,120 Investimentos, S.G.P.S., S.A.) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income For For Mgmt 4 Approve Discharge of Management and For For Mgmt Supervisory Boards 5 Approve Increase in Size of Board; For Against Mgmt Elect Board Members to Fill New Seats We cannot support a resolution to change the board size because the company specified neither the number of directors to be changed nor the reason for the change. As such, ISS cannot be certain that such change is in the best interest of shareholders. 6 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares Because the company did not disclose further details and did not respond to ISS's request for additional information for Item 9, we cannot be certain that the consequences of this proposal would be positive for shareholders. Thus, we recommend a vote in favor of Items 6 and 8 but do not recommend support for Item 9. 7 Approve Bond Repurchase and For For Mgmt Reissuance 8 Authorize Company Subsidiary to For For Mgmt Purchase Shares in Parent 9 Authorize Distribution of For Against Mgmt Repurchased Shares to Management 11/18/03 - A Sun Hung Kai Properties Ltd. Y82594121 11/10/03 256,000 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend For For Mgmt 3 Reelect Directors and Fix Their For For Mgmt Remuneration 4 Reappoint Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 5 Approve Repurchase of Up to 10 For For Mgmt Percent of Issued Capital 6 Approve Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For For Mgmt Shares 8 Other Business (Voting) For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 05/13/04 - A Swire Pacific Y83310105 None 389,000 1 Approve Final Dividend of HK$1.02 For For Mgmt Per A Share and HK$0.204 Per B Share 2a Reelect P.A. Johansen as Director For For Mgmt 2b Reelect Adrian Swire as Director For For Mgmt 3 Reappoint PricewaterhouseCoopers as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 4 Approve Repurchase of Up to 10 For For Mgmt Percent of Issued Capital 5 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights This authority complies with strict SEHK regulations governing such plans, however, ISS recommends voting against the issuance of shares without preemptive rights unless the company provides specific language and terms that there will be (1) adequate restrictions on discounts and (2) no authority to refresh the share issuance amounts without prior shareholder approval. This is in light of abuses made by a number of Hong Kong companies that have issued shares at steep discounts to related parties and renewed the share issuance amount under this authority without shareholder approval, both of which are permissible under current law. 6 Authorize Reissuance of Repurchased For For Mgmt Shares 7 Amend Articles Re: Corporate For For Mgmt Communications, Postponement of General Meetings, Editing Changes 05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 83,877 Manufacturing Co. Meeting for Holders of ADRs 1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR For For Mgmt DISTRIBUTION OF 2003 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF For For Mgmt 2003 DIVIDENDS AND EMPLOYEE PROFIT SHARING. 06/29/04 - A TDK Corp. J82141136 03/31/04 600 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 25, Final JY 30, Special JY 0 2 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose this resolution. 3 Approve Executive Stock Option Plan For For Mgmt 4 Authorize Share Repurchase Program For For Mgmt The limits on the plan are within our guidelines, and this is a routine request. 5 Elect Directors For For Mgmt 5.1 Elect Director --- For 5.2 Elect Director --- For 5.3 Elect Director --- For 5.4 Elect Director --- For 5.5 Elect Director --- For 5.6 Elect Director --- For 5.7 Elect Director --- For 6 Appoint Internal Statutory Auditor For For Mgmt 7 Approve Retirement Bonuses for For Against Mgmt Director and Statutory Auditor As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 04/29/04 - A Telefonica S.A. (Formerly E90183182 None 282,327 Telefonica De Espana, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income, and Discharge Directors 2 Approve Dividend Per Share For For Mgmt 3 Approve Auditors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve General Meeting Guidelines For For Mgmt 6 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/30/04 - A Telefonica S.A. (Formerly E90183182 None 282,327 Telefonica De Espana, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income, and Discharge Directors 2 Approve Dividend Per Share For For Mgmt 3 Approve Auditors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve General Meeting Guidelines For For Mgmt 6 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/28/04 - A/S Total S.A. (Formerly Total F92124100 None 21,984 Fina Elf S.A ) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 4.70 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissuance of Repurchased Shares 6 Authorize Issuance of For For Mgmt Bonds/Debentures 7 Reelect Thierry Desmarest as For For Mgmt Director Despite these shortcomings, we recommend a vote in favor of these board elections at this time. 8 Reelect Thierry de Rudder as For For Mgmt Director 9 Reelect Serge Tchuruk as Director For For Mgmt 10 Elect Daniel Boeuf as For For Mgmt Representative of Employee Shareholders to the Board We recommend shareholders to vote with management on Items 10-13, and thus recommend the election of Daniel Boeuf to the board. 11 Elect Philippe Marchandise as Against Against Mgmt Representative of Employee Shareholders to the Board 12 Elect Cyril Mouche as Against Against Mgmt Representative of Employee Shareholders to the Board 13 Elect Alan Cramer as Representative Against Against Mgmt of Employee Shareholders to the Board 14 Ratify Ernst & Young Audit as For For Mgmt Auditors 15 Ratify KPMG Audit as Auditors For For Mgmt 16 Ratify Pierre Jouanne as Alternate For For Mgmt Auditor 17 Ratify Jean-Luc Decornoy as For For Mgmt Alternate Auditor 18 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 900,000 Special Business 19 Approve Stock Option Plan Grants For For Mgmt 20 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion The potential capital increase of 61.43 percent over currently issued capital over a period of 26 months is in line with the limits prescribed by our guidelines for issuances with preemptive rights. 21 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion The potential increase of 30.82 percent of issued capital without preemptive rights over a period of 26 months is in line with the limit we recommend for general requests to issue capital without preemptive rights. Furthermore, it is very rare for a French company to request an issuance without preemptive rights that is smaller than the one with preemptive rights. This is a clear improvement over the common French issuance request. 22 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 05/14/04 - A/S Total S.A. (Formerly Total F92124100 None 23,084 Fina Elf S.A ) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 4.70 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissuance of Repurchased Shares 6 Authorize Issuance of For For Mgmt Bonds/Debentures 7 Reelect Thierry Desmarest as For For Mgmt Director 8 Reelect Thierry de Rudder as For For Mgmt Director 9 Reelect Serge Tchuruk as Director For For Mgmt 10 Elect Daniel Boeuf as For For Mgmt Representative of Employee Shareholders to the Board 11 Elect Philippe Marchandise as Against Against Mgmt Representative of Employee Shareholders to the Board 12 Elect Cyril Mouche as Against Against Mgmt Representative of Employee Shareholders to the Board 13 Elect Alan Cramer as Representative Against Against Mgmt of Employee Shareholders to the Board 14 Ratify Ernst & Young Audit as For For Mgmt Auditors 15 Ratify KPMG Audit as Auditors For For Mgmt 16 Ratify Pierre Jouanne as Alternate For For Mgmt Auditor 17 Ratify Jean-Luc Decornoy as For For Mgmt Alternate Auditor 18 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 900,000 Special Business 19 Approve Stock Option Plan Grants For For Mgmt 20 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 21 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 22 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 06/25/04 - A UFJ Holdings Inc. J9400N106 03/31/04 627 1 Approve Allocation of Retained For For Mgmt Earnings, with No Dividends on Ordinary Shares 2 Amend Articles to: Decrease For For Mgmt Authorized Preferred Share Capital to Reflect Conversion of Preferred to Ordinary Shares - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 04/29/04 - A United Overseas Bank V96194127 None 79,750 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD 0.40 For For Mgmt Per Share 3 Approve Directors' Fees of SGD For For Mgmt 618,750 4 Reappoint Ernst & Young as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 5 Reelect Sim Wong Hoo as Director For For Mgmt 6 Reelect Lim Pin as Director For For Mgmt 7 Reelect Margaret Lien Wen Hsien as For For Mgmt Director 8 Reelect Ng Boon Yew as Director For For Mgmt 9 ReappointWee Cho Yaw as Director For For Mgmt 10 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the 1999 Share Option Scheme In this case, the percentages of shares available under the company's share option scheme is 10 percent of the issued capital, which we consider an unacceptable level of dilution for a mature entity. We cannot consider these schemes sufficiently well-structured to justify a potential dilution level of ten percent. ISS objects to the implementation of this resolution. 11 Approve Issuance of Shares without For For Mgmt Preemptive Rights 04/29/04 - S United Overseas Bank V96194127 None 79,750 1 Authorize Share Repurchase Program For For Mgmt 05/06/04 - A Vivendi Universal SA (Formerly F7063C114 None 64,820 Vivendi) Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Omission of Dividends 5 Reelect Jean-Rene Fourtou as For For Mgmt Director 6 Reelect Claude Bebear as Director For For Mgmt 7 Reelect Gerard Bremond as Director For For Mgmt 8 Reelect Bertrand Collomb as Director For For Mgmt 9 Reelect Paul Fribourg as Director For For Mgmt 10 Reelect Gerard Kleisterlee as For For Mgmt Director 11 Reelect Henri Lachmann as Director For For Mgmt 12 Elect Karel Van Miert as Director For For Mgmt 13 Elect Pierre Rodocanachi as Director For For Mgmt 14 Ratify Cooptation of Gabriel For For Mgmt Hawawini as Director 15 Authorize Issuance of For For Mgmt Bonds/Debentures in the Aggregate Value of Up to EUR 7 Billion 16 Authorize Repurchase of Up to Five For For Mgmt Percent of Issued Share Capital 17 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/20/04 - A Vnu (Nv Verenigd Bezit Vnu) N93612104 04/13/04 80,053 1 Open Meeting None None Mgmt 2 Receive Report of Management Board None None Mgmt 3.1 Approve Financial Statements and For For Mgmt Statutory Reports 3.2 Approve Discharge of Management For For Mgmt Board 3.3 Approve Discharge of Supervisory For For Mgmt Board 4.1 Receive Explanation of Company's None None Mgmt Reserves and Dividend Policy 4.2 Approve Dividends For For Mgmt 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason we recommend a vote in favor of the board's proposal. 6.1 Grant Board Authority to Issue For For Mgmt Common and Seven Percent Preference Shares Up to 20 Percent of Issued Share Capital 6.2 Grant Board Authority to Issue All For For Mgmt Authorized Yet Unissued Preference B Shares Restricting/Excluding Preemptive Rights 6.3 Grant Board Authority to Exclude For For Mgmt Preemptive Rights from Issuance of Common Shares Under Item 6.1 7 Ratify Auditors For For Mgmt 8 Discussion about Company's None None Mgmt Corporate Governance Report 9 Approve Remuneration of Management For For Mgmt Board 10 Reelect P. Elverding and J. For For Mgmt Brentjes to Supervisory Board 11 Approve Remuneration of Supervisory For For Mgmt Board 12 Other Business None None Mgmt 13 Close Meeting None None Mgmt 07/30/03 - A Vodafone Group PLC G93882101 None 1,469,116 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Reelect Lord MacLaurin of Knebworth For For Mgmt as Director 4 Reelect Kenneth Hydon as Director For For Mgmt 5 Reelect Thomas Geitner as Director For For Mgmt 6 Reelect Alec Broers as Director For For Mgmt 7 Reelect Juergen Schrempp as Director For For Mgmt 8 Elect John Buchanan as Director For For Mgmt 9 Approve Final Dividend of 0.8983 For For Mgmt Pence Per Share 10 Ratify Deloitte and Touche as For For Mgmt Auditors 11 Authorize Board to Fix Remuneration For For Mgmt of Auditors 12 Authorize EU Political Donations up For For Mgmt to GBP 100,000 13 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Mgmt Share Repurchase Program 02/25/04 - A Wal-Mart de Mexico S.A. de P98180105 None 248,679 C.V. (frmrly. Cifra S.A.) Ordinary Business 1 Accept Chairman's Report For For Mgmt 2 Accept Audit Committee's Report For For Mgmt 3 Accept Supervisory Board Report For For Mgmt 4 Accept Financial Statements For For Mgmt 5 Accept Report Re: Share Repurchase For For Mgmt Reserve 6 Cancel 27.6 Million Series C For For Mgmt Treasury Shares Special Business 7 Approve Conversion of Class C For For Mgmt Shares into Class V Shares, Increasing Voting Rights of Class C Shareholders Ordinary Business 8 Approve Allocation of Income For For Mgmt 9 Approve Dividend of MXN 0.44 Per For For Mgmt Share Payable in Cash or Shares Special Business 10 Approve MXN 1.9 Billion Increase in For For Mgmt Variable Capital Through Issuance of 98.4 Million Common Shares to Service Stock Dividend Payout Proposed in Previous Item; Cancel Unused Portion of Capital Increase 11 Amend Articles For For Mgmt Ordinary Business 12 Accept Report Re: Employee Stock For Against Mgmt Option Plan However, since the company failed to clarify whether approval of the report constitutes approval of the terms of the plan, due to the company's failure to provide full disclosure regarding the stock option plan, we cannot recommend support for this request. 13 Accept Report Re: Wal-Mart de For For Mgmt Mexico Foundation 14 Approve Discharge of Directors For For Mgmt 15 Elect Members of Management and For For Mgmt Supervisory Boards 16 Approve Minutes of Meeting For For Mgmt Vote Summary Report Jul 01, 2003 - Jun 30, 2004 LB WORLD GROWTH FUND (MERGED INTO THRIVENT PARTNER INTERNATIONAL STOCK FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/22/04 - A Abbey National Plc G0016Z107 None 52,359 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 16.67 For For Mgmt Pence Per Share 4 Elect Directors For For Mgmt 5 Elect Directors For For Mgmt 6 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 7 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 8 Authorise EU Political Donations For For Mgmt up to GBP 150,000 and EU Political Expenditure up to GBP 150,000 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to GBP 703,722,815; USD 9,820,000; and EUR 10,000,000 10 Approve Abbey Performance Share For For Mgmt Plan 11 Authorise 146,277,184 Ordinary For For Mgmt Shares for Market Purchase 12.1 Authorise 125,000,000 8.625% For For Mgmt Sterling Preference Shares for Market Purchase 12.2 Authorise 200,000,000 10.375% For For Mgmt Sterling Preference Shares for Market Purchase 12.3 Authorise 18,000,000 Series B For For Mgmt Dollar Preference Shares for Market Purchase 13 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,313,859 06/29/04 - A Adecco Sa H00392318 None 24 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Receive Auditors Report None None Mgmt 3 Accept Financial Statements and For Against Mgmt Statutory Reports Given the pending inquiry into Adecco's accounts and accounting practices for this past fiscal year, this item is not supportable. 4 Approve Allocation of Income and For For Mgmt Dividends of CHF 0.70 per Share 5 Approve Discharge of Board and For Against Mgmt Senior Management The actions of the board cannot be ratified for the past fiscal year due to substantial deficiencies in its information policy and disclosure policy regarding its accounting irregularities. Also, given the pending investigation against Adecco, this item is not supportable. 6 Elect Directors For For Mgmt 6.2.1 Ratify Ernst and Young as Auditors For For Mgmt 6.2.2 Ratify OBT AG as Special Auditors For For Mgmt 7 Amend Articles Re: Remove Voting For For Mgmt Restrictions 04/22/04 - A Akzo-Nobel Nv N01803100 None 134 1 Open Meeting None None Mgmt 2 Receive Report of Management Board None None Mgmt 3.1 Approve Financial Statements and For For Mgmt Statutory Reports 3.2 Approve Dividends For For Mgmt 4.1 Approve Discharge of Management For For Mgmt Board 4.2 Approve Discharge of Supervisory For For Mgmt Board 5 Discussion about Company's None None Mgmt Corporate Governance Policy 6.1 Approve Stock Option Plan for For For Mgmt Management Board 6.2 Approve Restricted Stock Plan for For For Mgmt Management Board 6.3 Approve Executive Stock Option Plan For For Mgmt 6.4 Approve Maximum Number of Shares For For Mgmt for LTIP 7 Elect Members of Management Board For For Mgmt 8 Fix Number of and Elect Directors For For Mgmt 8 Elect Supervisory Board Member For For Mgmt 9 Authorize Board to Prepare For For Mgmt Financial Statements in English 10 Grant Board Authority to Issue For For Mgmt Authorized Yet Unissued Shares Restricting/Excluding Preemptive Rights 11 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 12 Other Business (Non-Voting) None None Mgmt 04/22/04 - A/S Alleanza Assicurazioni SpA T02772134 04/16/04 44,363 Ordinary Business 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Fix Number of Directors on the For For Mgmt Board; Elect Directors; Determine Directors' Remuneration 3 Authorize Reissuance of For Against Mgmt Repurchased Share To Service Executive Stock Option Plan Shareholders are asked to authorize the board to reissue 90,000 company shares to service the stock option plan approved by the board in favor of the company's CEO. No specific information is available with respect to the underlying terms (such as vesting period or exercise terms) of these plans. There is thus not enough information available to make an informed voting decision. Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations Item 1 of the special business agenda asks shareholders to approve the amendment of several articles of the company's bylaws in order to reflect new Italian Company Law regulations adopted with legislative decrees n. 5 and 6 adopted on Jan. 17, 2003, as modified by legislative decree n.37 adopted on Feb. 6, 2004. The proposed amendments aim at adopting a series of changes under one bundled resolution. Some of the amendments are either non-contentious or positive in nature since they would not jeopardize shareholder value. Others, on the other hand, propose to remove important oversight mechanisms from shareholders. 05/05/04 - A Allianz AG (formerly Allianz D03080112 04/28/04 116 Holding AG) 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.50 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Approve Creation of EUR 450 For For Mgmt Million Pool of Conditional Capital with Preemptive Rights 6 Approve Employee Stock Purchase For For Mgmt Plan 7 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 10 Billion with Preemptive Rights; Approve Creation of EUR 250 Million Pool of Conditional Capital to Guarantee Conversion Rights 8 Authorize Repurchase of Issued For For Mgmt Share Capital for Trading Purposes 9 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 10 Approve Affiliation Agreements For For Mgmt with Subsidiaries (Jota-Vermoegensverwaltungsgesellschaft mbH) 03/18/04 - A ASML Holding NV (Formerly ASM N07059160 None 51,000 Lithography Hldg) 1 Open Meeting None None Mgmt 2 Approve Financial Statements and For For Mgmt Statutory Reports 3 Approve Reserves and Dividend None None Mgmt Policy 4 Approve Discharge of Management For For Mgmt Board 5 Approve Discharge of Supervisory For For Mgmt Board 6 Discussion about Company's None None Mgmt Corporate Governance Report 7 Approve Remuneration Policy for For For Mgmt Management Board Members 8.1 Approve Stock Option Plan for For For Mgmt Management Board; Approve Reservation of 500,000 Shares to Guarantee Conversion Rights 8.2 Approve Stock Option Plans for For For Mgmt Other Employees; Approve Reservation of 4.5 Million Shares to Guarantee Conversion Rights 9 Increase Size of Supervisory Board For For Mgmt from Six to Seven Members; Reelect H. Bodt and Elect F. Froehlich and A. van der Poel to Supervisory Board 10 Amend Articles Re: Changes to For For Mgmt Company's Corporate Governance Structure to Reflect Recommendations by Dutch Corporate Governance Code; Indemnification of Management and Supervisory Boards 11 Grant Board Authority to Issue For For Mgmt Authorized Yet Unissued Ordinary Shares Restricting/Excluding Preemptive Rights Up to 20 Percent of Issued Share Capital 12 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 13 Other Business (Non-Voting) None None Mgmt 14 Close Meeting None None Mgmt 04/29/04 - A Astrazeneca Plc (Formerly G0593M107 None 20,769 Zeneca Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Confirm First Interim Dividend of For For Mgmt USD 0.255 Per Ordinary Share and Confirm as the Final Dividend the Second Interim Dividend of USD 0.540 Per Ordinary Share 3 Reappoint KPMG Audit Plc as For For Mgmt Auditors of the Company 4 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 5a Re-elect Percy Barnevik as Director For For Mgmt 5b Re-elect Hakan Mogren as Director For For Mgmt 5c Re-elect Sir Tom McKillop as For For Mgmt Director 5d Re-elect Jonathan Symonds as For For Mgmt Director 5e Re-elect Sir Peter Bonfield as For For Mgmt Director 5f Re-elect John Buchanan as Director For For Mgmt 5g Re-elect Jane Henney as Director For For Mgmt 5h Elect Michele Hooper as Director For For Mgmt 5i Elect Joe Jimenez as Director For For Mgmt 5j Re-elect Erna Moller as Director For For Mgmt 5k Re-elect Dame Bridget Ogilvie as For For Mgmt Director 5l Elect Louis Schweitzer as Director For For Mgmt 5m Re-elect Marcus Wallenberg as For For Mgmt Director 6 Approve Remuneration Report For For Mgmt 7 Adopt New Articles of Association For For Mgmt 8 Authorise EU Political Donations For For Mgmt up to Aggregate Nominal Amount of USD 150,000 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 140,456,500 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 21,068,745 11 Authorise up to 10 Percent of the For For Mgmt Company's Issued Share Capital for Market Purchase 12 Approve Increase in Remuneration For For Mgmt of Non-Executive Directors from GBP 750,000 to GBP 1,100,000 05/26/04 - A Autonomy Corporation Plc G0669T101 None 9,512 *AUTN* 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Re-elect Michael Lynch as Director For For Mgmt 4 Elect Mark Opzoomer as Director For For Mgmt 5 Elect Sushovan Hussain as Director For For Mgmt 6 Re-appoint Deloitte and Touche as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 7 Authorise 16,640,000 Ordinary For For Mgmt Shares for Market Purchase 06/11/04 - A/S Aventis SA (Formerly F0590R100 None 12 Rhone-Poulenc ) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.23 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6 Ratify Yves Nicolas as Alternate For For Mgmt Auditor Special Business 7 Amend Article 7 to Reflect 2003 For Against Mgmt Legal Changes Re: Shareholding Disclosure Requirement 8 Amend Article 11 to Set Term of For For Mgmt Management Board Members at Three Years, Down From Five Years Previously 9 Amend Article 13 to Set Term of For For Mgmt Supervisory Board Members at Three Years, Down From Five Years Previously Ordinary Business 10 Reelect Jean-Marc Bruel as For For Mgmt Supervisory Board Member 11 Reelect Martin Fruhauf as For For Mgmt Supervisory Board Member 12 Reelect Serge Kampf as Supervisory For For Mgmt Board Member 13 Reelect Hubert Markl as For For Mgmt Supervisory Board Member 14 Reelect Gunter Metz as Supervisory For For Mgmt Board Member 15 Reelect Didier Pineau-Valencienne For For Mgmt as Supervisory Board Member 16 Reelect Seham Razzouqi as For For Mgmt Supervisory Board Member 17 Reelect Michel Renault as For For Mgmt Supervisory Board Member 18 Reelect Hans-Jurgen Schinzler as For For Mgmt Supervisory Board Member 19 Reelect Marc Vienot as Supervisory For For Mgmt Board Member 20 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/21/04 - A/S Axa (Formerly Axa-Uap) F06106102 None 17,803 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.57 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Reelect Claude Bebear as For Against Mgmt Supervisory Board Member Lack of information regarding current board composition and board committee membership. 6 Ratify Mazars & Guerard as Auditors For For Mgmt 7 Ratify Jean Louis Simon as For For Mgmt Alternate Auditor 8 Elect Willy Avereyn as None Against Mgmt Representative of Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 Board composition should reflect the shareholder base of the company. Only one candidate for representative of employee shareholders can be appointed under Items 8-10. Candidate proposed under Item 10 is management's choice. 9 Elect Cees de Jong as None Against Mgmt Representative of Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 Board composition should reflect the shareholder base of the company. Only one candidate for representative of employee shareholders can be appointed under Items 8-10. Candidate proposed under Item 10 is management's choice. 10 Elect Jacques Tabourot as For For Mgmt Representative of Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 11 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 12 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer Potential antitakeover device. 13 Amend Article 10 Re: Appointment For For Mgmt of Representative of Employee Shareholders to the Supervisory Board 14 Amend Article 10 Re: Appointment Against Against Mgmt of Employee Representative to the Supervisory Board 15 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 16 Authorize Filing of Required For For Mgmt Documents/Other Formalities 12/29/03 - S Banca Intesa SPA (Formerly T17074104 None 48,702 IntesaBci Spa ) Ordinary Business 1 Fix Number of Directors on the For Against Mgmt Board; Elect Directors; Determine Directors' Term and Remuneration Shareholders are asked to fix the size of the board of directors and to elect and set the remuneration of each member of the board. Board of directors may be composed of a number of members between 15 and 25, directors are elected for three-year terms, and they may be reelected. No information is disclosed with respect to directors remuneration which will be also voted on at this general meeting. Bank did not disclose candidate information due to the existence of the shareholder pact (even though other Italian banks in the same situation do); bank does not incorporate governance practices such as the adoption of a Nominating or Audit Committee. 01/13/04 - S Banca Intesa SPA (Formerly T17074104 None 48,702 IntesaBci Spa ) Ordinary Business 1 Fix Number of Directors on the For Against Mgmt Board; Elect Directors; Determine Directors' Term and Remuneration 04/14/04 - A Banca Intesa SPA (Formerly T17074104 04/09/04 2,436 IntesaBci Spa ) Annual Meeting Agenda 1 Approve Financial Statements, For For Mgmt Statutory Reports, Allocation of Income, and Distribution of Reserves and/or Company Shares 04/15/04 - A Banca Intesa SPA (Formerly T17074104 None 2,436 IntesaBci Spa ) Annual Meeting Agenda 1 Approve Financial Statements, For For Mgmt Statutory Reports, Allocation of Income, and Distribution of Reserves and/or Company Shares 06/23/04 - S Banca Intesa SPA (Formerly T17074104 06/18/04 51,076 IntesaBci Spa ) Special Meeting Agenda 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations Some of the proposed articles would remove important oversight mechanisms from shareholders and would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective. 06/24/04 - S Banca Intesa SPA (Formerly T17074104 None 51,076 IntesaBci Spa ) Special Meeting Agenda 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations 02/27/04 - A Banco Bilbao Vizcaya E11805103 02/27/04 57,544 Argentaria 1 Approve Financial Statements, For For Mgmt Allocation of Income and Distribution of Dividend, and Discharge Directors 2 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with or without Preemptive Rights 3 Authorize Issuance of Bonds up to For For Mgmt Aggregate Nominal Amount of EUR 71.8 Billion 4 Amend Articles 24, 29, 31, 34, 35, For For Mgmt 37, 38, 45 Re: Attendance Rights, Shareholder Information Rights, Adoption of Agreements, Board Election and Size, Board Member Requirements, Board Vacancies, Chairman and Secretary, Creation and Composition of Board 5 Approve General Meeting For For Mgmt Guidelines; Information Re: Board Guidelines 6 Approve Listing (or Delisting) of For For Mgmt Shares on Secondary/Foreign Exchanges 7 Authorize Repurchase of Shares and For For Mgmt Subsequent Cancellation of Repurshased Shares 8 Reelect Deloitte & Touche Espana, For For Mgmt S.L. as Auditors 9 Elect Jose Antonio Fernandez For For Mgmt Rivero and Carlos Loring as New Directors; Reelect Directors 10 Approve Fund Transfer to Employee For For Mgmt Retirement Fund 11 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/30/04 - A Banco Popolare di Verona e T1866D101 04/23/04 555 Novara Scrl (Frmly Banca Popolare Annual Meeting Agenda 1 Receive Directors' and Auditors' None None Mgmt Reports 2 Approve Financial Statements and For For Mgmt Allocation of Income 3 Approve Renunciation of Legal For For Mgmt Action Against Manager of Former Banca Popolare di Novara S.c.a.r.l 4 Elect Six Directors for the For Against Mgmt Three-Year Term 2004-2006 Lack of information 5 Elect One Director for the For Against Mgmt Two-Year Term 2004-2005 Lack of information 06/18/04 - A Banco Santander Central E19790109 None 53,852 Hispano (frmly banco Santander) 1 Accept Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Reelect and Ratify Management Board For For Mgmt 4 Reelect Deloitte & Touche Espana For For Mgmt SL as Auditors 5 Authorize Share Repurchase Program For For Mgmt 6 Amend Articles 8,15,16,22,and 23 For For Mgmt Re: Share Registry Entity, Elimination of Shareholding Requirement to Attend Shareholder Meetings, Remote Voting and Attendance; Add New Article and Change Numeration of Company's By-Laws 7 Approve New General Meeting For For Mgmt Guidelines 8 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights 9 Authorize Issuance of For For Mgmt Non-Convertible Bonds 10 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 11 Accept Board Guidelines Report For For Mgmt 06/19/04 - A Banco Santander Central E19790109 None 3,586 Hispano (frmly banco Santander) 1 Accept Individual and Consolidated For For Mgmt Financial Statements and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Reelect and Ratify Management Board For For Mgmt 4 Reelect Deloitte & Touche Espana For For Mgmt SL as Auditors 5 Authorize Share Repurchase Program For For Mgmt 6 Amend Articles 8,15,16,22,and 23 For For Mgmt Re: Share Registry Entity, Elimination of Shareholding Requirement to Attend Shareholder Meetings, Remote Voting and Attendance; Add New Article and Change Numeration of Company's By-Laws 7 Approve New General Meeting For For Mgmt Guidelines 8 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights 9 Authorize Issuance of For For Mgmt Non-Convertible Bonds 10 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 11 Accept Board Guidelines Report For For Mgmt 04/30/04 - A Bayer Ag D07112119 None 438 1 Receive Financial Statements, For For Mgmt Statutory Reports, and Board Reports; Approve Allocation of Income and Dividends of EUR 0.50 Per Share 2 Approve Discharge of Management For For Mgmt Board 3 Approve Discharge of Supervisory For For Mgmt Board 4 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 4 Billion with Preemptive Rights; Approve Creation of EUR 186.9 Million Pool of Conditional Capital to Guarantee Conversion Rights 5 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 6 Approve Restructuring Plan For For Mgmt 7 Approve Affiliation Agreements For For Mgmt with Subsidiaries 8 Amend Articles Re: Renumeration of For For Mgmt Supervisory Board Members 9 Ratify PWC Deutsche Revision AG as For For Mgmt Auditors 04/29/04 - A Bayerische Hypo- und D08064103 None 7,298 Vereinsbank AG 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Discharge of Management For For Mgmt Board 3 Approve Discharge of Supervisory For For Mgmt Board 4A Reelect Manfred Bischoff to the For For Mgmt Supervisory Board 4B Reelect Volker Doppelfeld to the For For Mgmt Supervisory Board 4C Reelect Max Kley to the For For Mgmt Supervisory Board 4D Reelect Lothar Meyer to the For For Mgmt Supervisory Board 4E Reelect Hans-Juergen Schinzler to For For Mgmt the Supervisory Board 4F Reelect Albrecht Schmidt to the For For Mgmt Supervisory Board 4G Reelect Siegfried Sellitsch to the For For Mgmt Supervisory Board 4H Reelect Wilhelm Simson to the For For Mgmt Supervisory Board 4I Reelect Hans-Werner Sinn to the For For Mgmt Supervisory Board 4J Elect Mathias Doepfner to the For For Mgmt Supervisory Board 4K Elect Diether Muenich to the For For Mgmt Supervisory Board 5 Approve Creation of EUR 990 For Against Mgmt Million Pool of Conditional Capital without Preemptive Rights Excessive dilution of 40%. 6 Authorize Issuance of For For Mgmt Participation Certificates Up to Aggregate Nominal Value of EUR 1 Billion 7 Authorize Repurchase of up to Ten For For Mgmt Percent of Issued Share Capital 8 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 9 Amend Articles For For Mgmt 10 Approve Affiliation Agreements For For Mgmt with Subsidiaries (HVB Principal Equity GmbH, and HVB Profil Gesellschaft fuer Personalmanagement mbH) 11 Approve Affiliation Agreements For For Mgmt with Subsidiaries (HVB-Offene Unternehmensbeteiligungs-AG, and INDEXCHANGE Investment AG) 12 Ratify KPMG Deutsche Treuhand For For Mgmt Gesellschaft AG as Auditors 11/13/03 - A BHP Billiton Limited (Formerly Q1498M100 11/11/03 35,363 BHP Ltd.) 1 Accept Financial Statements for For For Mgmt BHP Billiton Ltd and Statutory Reports for the Year Ended June 30, 2003 2 Accept Financial Statements and For For Mgmt Statutory Reports for BHP Billiton Plc for the Year Ended June 30, 2003 3 Elect D C Brink as Director of BHP For For Mgmt Billiton Ltd 4 Elect D C Brink as Director of BHP For For Mgmt Billiton Plc 5 Elect M A Chaney as Director of For For Mgmt BHP Billiton Ltd 6 Elect M A Chaney as Director of For For Mgmt BHP Billiton Plc 7 Elect Lord Renwick of Clifton as For For Mgmt Director of BHP Billiton Ltd 8 Elect Lord Renwick of Clifton as For For Mgmt Director of BHP Billitoon Plc as Director 9 Elect M Salamon as Director of BHP For For Mgmt Billiton Ltd 10 Elect M Salamon as Director of BHP For For Mgmt Billiton Plc 11 Elect J G Buchanan as Director of For For Mgmt BHP Billiton Ltd 12 Elect J G Buchanan as Director of For For Mgmt BHP Billiton Plc 13 Approve KPMG Audit Plc and For For Mgmt PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration 14 Approve Authority to Allot Shares For For Mgmt in BHP Billiton Plc 15 Approve Renewal of Authority to For For Mgmt Allot Equity Securities for Cash 16 Authorize Share Repurchase Program For For Mgmt 17 Approve Remuneration Report for For For Mgmt the Year Ended June 30, 2003 18 Approve the Grant of Deferred For For Mgmt Shares, Options and Performance Shares to Executive Director and Chief Executive Officer, C W Goodyear Under the BHP Billiton Limited Group Incentive Scheme 19 Approve the Grant of Deferred For For Mgmt Shares, Options and Performance Shares to Executive Director and Senior Minerals Executive, M Salamon Under the BHP Billiton Plc Group Incentive Scheme 05/13/04 - A/S BNP Paribas SA (Fm. Banque F1058Q238 None 23,514 Nationale De Paris) Ordinary Business 1 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 2 Approve Financial Statements and For For Mgmt Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 2.175 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Issuance of For For Mgmt Bonds/Debentures in the Nominal Value of Up to EUR 30 Billion 6 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 7 Reelect Louis Schweitzer as For For Mgmt Director 8 Reelect Lindsay Owen-Jones as For For Mgmt Director 9 Confirm Expiration of Term of For For Mgmt David Peake as Director 10 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 11 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 12 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 340 Million 13 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value 14 Allow Board to Issue Shares in the For For Mgmt Event of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions 15 Amend Terms of Capital Increase For For Mgmt Reserved for Employees Participating in Savings-Related Share Purchase Plan Submitted to Shareholder Vote at May 14, 2003, AGM/EGM 16 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 17 Amend Articles of Association Re: For For Mgmt Role of Chairman, Access to Information, Internal Control Procedures, Convening of Board Meetings, and Signing of the Minutes of Board Meetings 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/28/04 - A/S BNP Paribas SA (Fm. Banque F1058Q238 None 19,414 Nationale De Paris) Ordinary Business 1 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 2 Approve Financial Statements and For For Mgmt Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 2.175 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Issuance of For For Mgmt Bonds/Debentures in the Nominal Value of Up to EUR 30 Billion 6 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 7 Reelect Louis Schweitzer as For For Mgmt Director 8 Reelect Lindsay Owen-Jones as For For Mgmt Director 9 Confirm Expiration of Term of For For Mgmt David Peake as Director 10 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 11 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 12 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 340 Million 13 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value 14 Allow Board to Issue Shares in the For For Mgmt Event of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions 15 Amend Terms of Capital Increase For For Mgmt Reserved for Employees Participating in Savings-Related Share Purchase Plan Submitted to Shareholder Vote at May 14, 2003, AGM/EGM 16 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 17 Amend Articles of Association Re: For For Mgmt Role of Chairman, Access to Information, Internal Control Procedures, Convening of Board Meetings, and Signing of the Minutes of Board Meetings 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/21/04 - A Cadbury Schweppes Plc G17444152 None 31,361 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 8.35 For For Mgmt Pence Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Re-elect John Sunderland as For For Mgmt Director 5 Elect Ken Hanna as Director For For Mgmt 6 Re-elect Rick Braddock as Director For For Mgmt 7 Re-elect Roger Carr as Director For For Mgmt 8 Re-elect David Thompson as Director For For Mgmt 9 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 10 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 85.27 Million 12 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 12.92 Million 13 Authorise 25.84 Million Ordinary For For Mgmt Shares for Market Purchase 14 Amend Cadbury Schweppes Share For For Mgmt Option Plan 1994 15 Amend Cadbury Schweppes plc 1997 For For Mgmt Long-Term Incentive Plan 16 Approve Cadbury Schweppes Bonus For For Mgmt Share Retention Plan 2004 17 Amend Overseas Employee Share For For Mgmt Schemes 18 Authorise the Board to Establish For For Mgmt Further Employees Share Plan or Plans 03/30/04 - A Canon Inc. J05124144 12/31/03 10,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 15, Final JY 35, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Appoint Additional External Auditor For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors 7 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors and Statutory Auditors 04/29/04 - A Capita Group plc G1846J107 None 20,500 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 2.7 For For Mgmt Pence Per Share 4 Re-elect Rodney Aldridge as For For Mgmt Director 5 Re-elect Peter Cawdron as Director For For Mgmt 6 Re-appoint Ernst and Young LLP as For For Mgmt Auditors of the Company 7 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 8 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,403,547 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 667,207 10 Authorise 66,720,159 Ordinary For For Mgmt Shares for Market Purchase 04/22/04 - A Carnival PLC (formerly P & O G19081101 None 4,028 Princess Cruises Plc) 1 Re-elect Micky Arison as Director For For Mgmt of Carnival Corporation and Carnival plc 2 Re-elect Ambassador Richard Capen For For Mgmt Jr as Director of Carnival Corporation and Carnival plc 3 Re-elect Robert Dickinson as For For Mgmt Director of Carnival Corporation and Carnival plc 4 Re-elect Arnold Donald as Director For For Mgmt of Carnival Corporation and Carnival plc 5 Re-elect Pier Luigi Foschi as For For Mgmt Director of Carnival Corporation and Carnival plc 6 Re-elect Howard Frank as Director For For Mgmt of Carnival Corporation and Carnival plc 7 Re-elect Baroness Hogg as Director For For Mgmt of Carnival Corporation and Carnival plc 8 Re-elect Kirk Lanterman as For For Mgmt Director of Carnival Corporation and Carnival plc 9 Re-elect Modesto Maidique as For For Mgmt Director of Carnival Corporation and Carnival plc 10 Elect John McNulty as Director of For For Mgmt Carnival Corporation and Carnival plc 11 Re-elect Peter Ratcliffe as For For Mgmt Director of Carnival Corporation and Carnival plc 12 Re-elect Sir John Parker as For For Mgmt Director of Carnival Corporation and Carnival plc 13 Re-elect Stuart Subotnick as For For Mgmt Director of Carnival Corporation and Carnival plc 14 Re-elect Uzi Zucker as Director of For For Mgmt Carnival Corporation and Carnival plc 15 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 16 Authorise the Board to Fix For For Mgmt Remuneration of the Auditors 17 Accept Financial Statements and For For Mgmt Statutory Reports 18 Approve Remuneration Report For For Mgmt 19 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 24,299,397 20 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 17,535,030 04/29/04 - A Celesio AG (formerly Gehe AG) D1497R104 None 830 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.90 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Ratify PricewaterhouseCoopers For For Mgmt Deutsche Revision AG as Auditors 05/10/04 - A Centrica PLC G2018Z127 None 87,200 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 3.7 For For Mgmt Pence Per Share 4 Re-elect Phil Bentley as Director For For Mgmt 5 Re-elect Mark Clare as Director For For Mgmt 6 Re-elect Roger Carr as Director For For Mgmt 7 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 8 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 37,993,659 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 11,850,317 11 Authorise 426,611,414 Ordinary For For Mgmt Shares for Market Purchase 12 Authorise EU Political Donations For For Mgmt up to Aggregate Nominal Amount of GBP 125,000 07/31/03 - A Check Point Software M22465104 06/23/03 5,035 Technologies Inc *CHKP* 1 Elect Gil Shwed, Marius Nacht, For For Mgmt David Rubner, Alex Serge Vieux, and Dr. Tal Shavit as Directors 2 Elect Irwin Federman and Ray For For Mgmt Rothrock as External Directors 3 Authorization for Chairman of the For For Mgmt Board to Serve as Chairman of the Board and Cheif Executive Officer 4 Accept Financial Statements for For For Mgmt the Year Ended December 31, 2002 5 Approve Kost Forer & Gabbay as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 6 Approve Options to Purchase Two For Against Mgmt Million Shares to Gil Shwed, Director and Officer, and One Million Shares to Marius Nacht, Director and Officer Excessive dilution of 29.7% 06/30/04 - A Check Point Software M22465104 05/21/04 6,735 Technologies Inc *CHKP* Meeting for Holders of ADRs 1 ELECTION OF DIRECTORS (OTHER THAN For For Mgmt OUTSIDE DIRECTORS): (NOTE: DIRECTORS ARE ELECTED AS A GROUP, NOT INDIVIDUALLY): GIL SHWED, MARIUS NACHT, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE CONSOLIDATED For For Mgmt FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2003. 3 TO RATIFY THE APPOINTMENT AND For For Mgmt COMPENSATION OF THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS. 4 TO APPROVE AMENDMENT TO DIRECTORS For Against Mgmt COMPENSATION. Excessive dilution of 22.47%. 5 TO APPROVE EXECUTIVE OFFICERS For Against Mgmt COMPENSATION. Excessive dilution of 22.47%. 05/20/04 - A Cheung Kong Holdings Y13213106 05/18/04 41,000 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of HK$1.30 For For Mgmt Per Share 3a Reelect Chung Sun Keung, Davy as For For Mgmt Director 3b Reelect Ip Tak Chuen, Edmond as For For Mgmt Director 3c Reelect Chiu Kwok Hung, Justin as For For Mgmt Director 3d Reelect Chow Kun Chee, Roland as For For Mgmt Director 3e Reelect Wong Yick-ming, Rosanna as For For Mgmt Director 3f Reelect Yeh Yuan Chang, Anthony as For For Mgmt Director 4 Reappoint Deloitte Touche Tohmatsu For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 5a Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights Authority provides too much discretion and allows directors to issue shares at steep discounts to related parties. Directors may also renew the share issuance amount under this authority without shareholder approval. 5b Approve Repurchase of Up to 10 For For Mgmt Percent of Issued Capital 5c Authorize Reissuance of For For Mgmt Repurchased Shares 05/20/04 - S Cheung Kong Holdings Y13213106 05/18/04 41,000 Special Business 1 Amend Articles Re: Nomination of For For Mgmt Directors, Voting at Meetings, Issuance of Share Certificate, Removal of Director by Ordinary Resolution 08/20/03 - S China Trust Financial Holdings Y15093100 07/21/03 99,000 Company Ltd. 1.1 Receive Report on Issuance of 2003 None None Mgmt Corporate Bonds 2.1 Approve Equity Swap to Acquire For For Mgmt Grand Commercial Bank 2.2 Amend Articles of Association For For Mgmt 3.1 Other Business None None Mgmt 06/11/04 - A China Trust Financial Holdings Y15093100 04/12/04 153,890 Company Ltd. 1.1 Receive Report on 2003 Business None None Mgmt Operation Results 1.2 Receive Supervisors' Report None None Mgmt 1.3 Receive Report on Execution of None None Mgmt Treasury Stocks 1.4 Receive Report on Execution of None None Mgmt Unsecured Subordinate Corporate Bonds 2.1 Accept the Revision of Plan for For Against Mgmt Utilization of 2002 Euro Convertible Bonds Funds 2.2 Accept Financial Statements and For For Mgmt Statutory Reports 2.3 Approve Allocation of Income and For For Mgmt Dividends 3.1 Amend Operating Procedures for the For For Mgmt Loan of Funds and Guarantees to Other Parties 3.2 Approve Capitalization of Capital For For Mgmt Reserve 3.3 Amend Articles of Association For For Mgmt 4 Other Business None None Mgmt 11/26/03 - A Coles Myer Ltd. Q26203101 10/27/03 31,000 1 Presentations by Chairman and None None Mgmt Chief Executive Officer 2 Accept Financial Statements and None None Mgmt Statutory Reports 3a Elect Richard H. Allert as Director For For Mgmt 3b Elect R. Keith Barton as Director For For Mgmt 3c Elect William P. Gurry as Director For For Mgmt 3d Elect Anthony G. Hodgson as For For Mgmt Director 3e Elect Sandra V. McPhee as Director For For Mgmt 3f Elect J. Michael Wemms as Director For For Mgmt 4 Approve Issuance of 1.5 Million For For Mgmt Options to John E. Fletcher, Managing Director and Chief Executive Officer 06/10/04 - A/S Compagnie De Saint Gobain F80343100 None 10,756 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.725 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6 Reelect Jean-Louis Beffa as For For Mgmt Director 7 Reelect Isabelle Bouillot as For For Mgmt Director 8 Reelect Sylvia Jay as Director For For Mgmt 9 Reelect Jose Luis Leal as Director For For Mgmt 10 Ratify Appointment of Gian Paolo For For Mgmt Caccini as Director 11 Ratify PricewaterhouseCoopers For For Mgmt Audit as Auditors 12 Ratify KPMG Audit as Auditors For For Mgmt 13 Ratify Yves Nicolas as Alternate For For Mgmt Auditor 14 Ratify Jean-Paul Vellutini as For For Mgmt Alternate Auditor Special Business 15 Amend Articles of Association to For Against Mgmt Reflect 2003 Legal Changes Re: Shareholding Disclosure Requirement, Access to Company Information, and Responsibilities of the Chairman 16 Authorize Filing of Required For For Mgmt Documents/Other Formalities 02/16/04 - A Compass Group Plc G23296182 None 211,150 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 5.7 For For Mgmt Pence Per Share 4 Re-elect Michael Bailey as Director For For Mgmt 5 Re-elect Denis Cassidy as Director For For Mgmt 6 Re-elect Sir Francis Mackay as For For Mgmt Director 7 Ratify Deloitte and Touche LLP as For For Mgmt Auditors 8 Authorise Board to Fix For For Mgmt Remuneration of Auditors 9 Authorise EU Political Donations For For Mgmt up to GBP 125,000 10 Amend the Compass Group UK For For Mgmt Savings-Related Share Option Scheme, the Compass Group PLC Internation Sharesave Scheme, the Compass Group Share Option Plan, the Compass Group Management Share Option Plan and the Compass Group Long-Term Incentive Plan 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10.8 Million 12 Authorise 216,887,191 Shares for For For Mgmt Market Repurchase 05/19/04 - A/S CREDIT AGRICOLE SA F22797108 None 32,201 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.825 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Elect Alain Dieval as Director in For Against Mgmt Replacement of Pierre Bastide Lack of information 6 Elect Daniel Lebegue as Director For Against Mgmt in Replacement of Jean Peyrelevade Lack of information 7 Elect Michel Michaut as Director For Against Mgmt in Replacement of Jean-Marie Sander Lack of information 8 Reelect Pierre Bru as Director For Against Mgmt Lack of information 9 Reelect Yves Couturier as Director For Against Mgmt Lack of information 10 Reelect Pierre Kerfriden as For Against Mgmt Director Lack of information 11 Reelect Jean Le Brun as Director For Against Mgmt Lack of information 12 Confirm End of Term of Cabinet For For Mgmt Alain Laine as Auditors and Cabinet Mazars & Guerard as Deputy Auditor and Appoint New Auditors 13 Authorize Issuance of For For Mgmt Bonds/Debentures Up to Aggregate Amount of EUR 20 Billion 14 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 670,000 15 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 16 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 17 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Bilion 18 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 3 Billion for Bonus Issue or Increase in Par Value 19 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 20 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 21 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/29/04 - A Credit Saison Co. Ltd. J7007M109 03/31/04 5,800 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 18, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 04/30/04 - A Credit Suisse Group (Formerly H3698D419 None 51,040 Cs Holding) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Discharge of Board and For For Mgmt Senior Management 3.1 Approve Allocation of Income and For For Mgmt Omission of Dividends 3.2 Approve CHF 597.5 Million For For Mgmt Reduction in Share Capital via Reduction in Par Value and Repayment to Shareholders 4 Elect Directors For For Mgmt 4.2 Reelect KPMG Klynveld Peat Marwick For For Mgmt Goerdeler SA as Auditors 4.3 Reelect BDO Sofirom as Special For For Mgmt Auditors 5.1 Amend Articles Re: Submission of For For Mgmt Shareholder Proposals 5.2 Amend Articles Re: Delete For For Mgmt Provisions Concerning Contributions In Kind 06/29/04 - A Dai Nippon Printing Co. Ltd. J10584100 03/31/04 14,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 9.5, Final JY 11.5, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Director For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 06/29/04 - A Daito Trust Construction Co. J11151107 03/31/04 400 Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 30, Final JY 33, Special JY 0 2 Authorize Share Repurchase Program For For Mgmt 3 Amend Articles to: Amend Articles For For Mgmt to: Decrease Authorized Capital to Reflect Share Repurchase - Authorize Share Repurchases at Board's Discretion - Limit Directors' and Internal Auditors' Legal Liability Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 4 Elect Director For For Mgmt 5.1 Appoint Internal Statutory Auditor For For Mgmt 5.2 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 7 Approve Executive Stock Option Plan For Against Mgmt Maximum dilution from this plan, coupled with Daito Trust's previous option plans, exceeds 10 percent. 8 Approve Amendment to Stock Option For For Mgmt Plan Approved at 2001 AGM 06/23/04 - A Daiwa Securities Group Co. J11718111 03/31/04 63,000 Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 10, Special JY 0 2 Amend Articles to: Adopt For For Mgmt U.S.-Style Board Structure - Reduce Maximum Board Size - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditors, and Special Payments to Continuing Directors in Connection with Abolition of Retirement Bonus System The payment of such bonuses to non-executives is a highly inappropriate practice. 5 Approve Executive Stock Option Plan For For Mgmt 06/24/04 - A Denso Corp. J12075107 03/31/04 11,700 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 11, Final JY 13, Special JY 0 2 Authorize Share Repurchase Program For For Mgmt 3 Amend Articles to: Expand Business For For Mgmt Lines - Reduce Board Size - Reduce Directors Term in Office - Authorize Share Repurchases at Board's Discretion 4 Elect Directors For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Amend Stock Option Plans Approved For For Mgmt at Last Four AGMs 7 Approve Retirement Bonuses for For For Mgmt Directors 06/02/04 - A Deutsche Bank D18190898 05/27/04 426 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.50 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Ratify KPMG Deutsche For For Mgmt Treuhand-Gesellschaft AG as Auditors 6 Authorize Repurchase of up to Ten For For Mgmt Percent of Issued Share Capital for Trading Purposes 7 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 8 Approve Creation of EUR 150 For For Mgmt Million Pool of Conditional Capital with Preemptive Rights 9 Approve Creation of EUR 48 Million For For Mgmt Pool of Conditional Capital with Preemptive Rights 10 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 6 Billion with Preemptive Rights; Approve Creation of EUR 150 Million Pool of Conditional Capital to Guarantee Conversion Rights 05/12/04 - S Dexia B3357R218 None 804 Special Meeting Agenda 1 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 2 Authorize Board to Repurchase For Against Mgmt Shares in the Event of a Public Tender Offer or Share Exchange Offer Potential antitakeover device 3 Approve Cancellation of Company's For For Mgmt Repurchased Shares 4 Authorize Board to Issue Shares in For Against Mgmt the Event of a Public Tender Offer or Share Exchange Offer Potential antitakeover device 5 Approve Issuance of Warrants For For Mgmt Pursuant to 2004 Employee Shareholding Plan 6 Authorize Board to Implement For For Mgmt Approved Resolutions 10/22/03 - A Diageo Plc (Formerly Guinness G42089113 None 46,380 Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 15.7 For For Mgmt Pence Per Share 4 Reelect Lord Blyth as Director For For Mgmt 5 Reelect Keith Oates as Director For For Mgmt 6 Reelect Paul Walsh as Director For For Mgmt 7 Approve KPMG Audit Plc as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 8 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 44,833,003 9 Authorize 309,885,718 Shares for For For Mgmt Share Repurchase Program 09/03/03 - A DS SMITH PLC (Formerly David G82314108 None 24,000 S. Smith (Holdings) PLC) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 6 Pence For For Mgmt Per Share 3 Approve Remuneration Report For For Mgmt 4 Reelect Peter Johnson as Director For For Mgmt 5 Reelect Richard Marton as Director For For Mgmt 6 Reelect Daniel Piette as Director For For Mgmt 7 Elect Gavin Morris as Director For For Mgmt 8 Ratify KPMG Audit Plc as Auditors For For Mgmt 9 Authorize Board to Fix For For Mgmt Remuneration of Auditors 10 Approve French Executive Share For For Mgmt Option Scheme 11 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of GBP 9,014,373 12 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 1,609,709 13 Authorize 32,154,047 Shares for For For Mgmt Share Repurchase Program 03/22/04 - S DS SMITH PLC (Formerly David G82314108 None 24,000 S. Smith (Holdings) PLC) 1 Approve Acquisition of LINPAC For For Mgmt Containers Limited 04/28/04 - A E.ON AG (formerly Veba Ag) D24909109 None 160 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 2.00 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Amend Articles Re: Allow for the For For Mgmt Issuance of Dividends in Kind 6 Approve Affiliation Agreements For For Mgmt with Subsidiaries (E.ON Nordic Holding GmbH) 7 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 8 Ratify PwC Deutsche Revision AG as For For Mgmt Auditors 07/18/03 - A Electrocomponents PLC G29848101 None 76,520 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For Against Mgmt The total cost of the company's plans calculated in this year is 8.21 percent, which exceeds the allowable cap for this company of 7.52 percent. 3 Approve Final Dividend of 11.75 For For Mgmt Pence Per Share 4 Reelect Timothy Barker as Director For For Mgmt 5 Reelect Jeff Hewitt as Director For For Mgmt 6 Reelect Nick Temple as Director For For Mgmt 7 Approve KPMG Audit Plc as Auditors For For Mgmt and Authorize Board to Fix Their Remuneration 8 Authorize 43,520,665 Shares for For For Mgmt Share Repurchase Program 05/25/04 - A/S Eni Spa T3643A145 05/20/04 55,389 Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Authorize Share Repurchase Program For For Mgmt 4 Elect External Auditors for the For For Mgmt Three-Year Term 2004-2006 and Fix Remuneration of Auditors 5 Amend Article 2 of the Set of For For Mgmt Rules Governing General Meetings of Eni Spa 6 Approve Remuneration of Directors For For Mgmt Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations Some of the proposed articles would remove important oversight mechanisms from shareholders and would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective. 2 Amend Articles 17, 19, and 28 of For For Mgmt the Company's Bylaws 05/28/04 - A/S Eni Spa T3643A145 None 55,389 Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Approve Allocation of Income For For Mgmt 3 Authorize Share Repurchase Program For For Mgmt 4 Elect External Auditors for the For For Mgmt Three-Year Term 2004-2006 and Fix Remuneration of Auditors 5 Amend Article 2 of the Set of For For Mgmt Rules Governing General Meetings of Eni Spa 6 Approve Remuneration of Directors For For Mgmt Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations 2 Amend Articles 17, 19, and 28 of For For Mgmt the Company's Bylaws 07/24/03 - S Equant N.V. N30411115 None 2,103 1 Open Meeting None None Mgmt 2 Allow Questions None None Mgmt 3.1 Approve Resignation and Discharge For For Mgmt of John Allkins from Management Board 3 Elect Directors For Against Mgmt 3.2 Elect Jacques Kerrest to Management Board --- Against Since shareholders would not have an opportunity to evaluate the board member's performance and hold the director accountable with an indefinite term, this item is not supportable. 3.3 Approve Resignation and Discharge For For Mgmt of John Watson from Supervisory Board 3 Elect Supervisory Board Member For Against Mgmt 3.4 Elect Hans-Peter Kohlhammer to Supervisory Board --- Against Since shareholders would not have an opportunity to evaluate the board member's performance and hold the director accountable with an indefinite term, this item is not supportable. 4 Close Meeting None None Mgmt 10/28/03 - S Equant N.V. N30411115 None 2,103 1 Open Meeting None None Mgmt 2 Allow Questions For For Mgmt 3.1 Approve Resignation and Discharge For For Mgmt of Didier Delepine as President and CEO 3 Elect Directors For For Mgmt 4 Close Meeting None None Mgmt 06/29/04 - A Fanuc Ltd. J13440102 03/31/04 3,100 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 11, Final JY 12, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceilings for Directors and Statutory Auditors 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor 12/10/03 - S Fomento Economico Mexicano P4182H115 None 67,500 S.A. (Femsa) 1 Amend Articles Re: Compliance with For For Mgmt Mexican Market Law 2 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 3 Approve Minutes of Meeting For For Mgmt 03/11/04 - A Fomento Economico Mexicano P4182H115 None 67,500 S.A. (Femsa) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For Against Mgmt Dividends Poor dividend payout ratio of under 30% over last six years. 3 Fix the Maximum Amount to Be Used For For Mgmt in the Share Repurchase 4 Elect Management and Supervisory For For Mgmt Boards and Fix Their Remuneration 5 Elect Committees For For Mgmt 6 Designate Shareholders to Approve For For Mgmt and Sign Minutes of Meeting 7 Approve Minutes of Meeting For For Mgmt 05/04/04 - S Fortis SA/NV (frmly Fortis B B4399L102 None 11,570 (Formerly Fortis AG )) Special Meeting Agenda 1 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 2 Amend Articles of Association Re: For For Mgmt General Matters 05/26/04 - A/S Fortis SA/NV (frmly Fortis B B4399L102 None 4,951 (Formerly Fortis AG )) Annual Meeting Agenda 1 Open Meeting For For Mgmt 2.1 Accept Financial Statements For For Mgmt 2.2 Approve Dividends in the Amount of For For Mgmt EUR 0.92 Per Share 2.3 Approve Discharge of Directors and For For Mgmt Auditors 3 Discussion about Company's None None Mgmt Corporate Governance Report 4 Elect Directors For For Mgmt Special Meeting Agenda 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6 Amend Articles Re: Composition and For For Mgmt Powers of Main Corporate Bodies; Compliance with Dutch Corporate Governance Code; Other Amendments 7 Close Meeting For For Mgmt 10/06/03 - S France Telecom SA F4113C103 None 30,100 Ordinary Business 1 Amend Terms of Share Repurchase For For Mgmt Plan Submitted to Shareholder Vote at May 27, 2003, AGM/EGM Special Business 2 Authorize Board to Issue Up to 100 For For Mgmt Million Shares to Participants of Orange's Stock Option Plan, Share Purchase Plan, Orange Senior Discretionary Share Plan and Restricted Share Plan, As Well As Signatories of France Telecom Liquidity Agreement 3 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 4 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/09/04 - A/S France Telecom SA F4113C103 None 1,400 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors for Fiscal Year Ended Dec. 2003 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports for Fiscal Year Ended Dec. 2003 3 Approve Treatment of Losses and For For Mgmt Dividends of EUR 0.25 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 6 Fix Issue Price of Previous For For Mgmt Authority to Issue Equity or Equity-Linked Securities without Preemptive Rights Submitted to Shareholder Vote at Feb. 25, 2003 EGM to Increase Capital by up to EUR 30 Billion 7 Amend Article 1, 2, and 7 to For For Mgmt Reflect 2003 Legislative Changes, Postal Service and Telecommunication Code, and European Parliament Directives 8 Amend Articles to Reflect 2003 For For Mgmt Legislative Changes; Remove French Government Obligation to Retain Majority Stake in Company and Amend Articles with Respect to Board Composition 9 Amend Articles to Reflect For For Mgmt Potential Change in Control with Respect to Powers of Chairman and Management 10 Amend Articles of Association to For For Mgmt Introduce Liquidation Provision 11 Authorize Board to Issue Up to 30 For For Mgmt Million Shares to Participants of Wanadoo Stock Option Plan in Connection with France Telecom Liquidity Agreement 12 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan Approval of this plan could increase dilution to 12.67%. 13 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/24/04 - A Fujisawa Pharmaceutical Co. J15162118 03/31/04 700 Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 9, Final JY 13, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Approve Merger Agreement with For For Mgmt Yamanouchi Pharmaceutical Co. 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 06/24/04 - A Funai Electric J16307100 03/31/04 2,200 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 20, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt 4.4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Retirement Bonus for For For Mgmt Director 7 Approve Retirement Bonuses for For For Mgmt Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 04/14/04 - A Gas Natural SDG, S.A. E5499B123 None 15,150 1 Approve Financial Statements, For For Mgmt Allocation of Income and Discharge Directors 2 Approve Transfer of Amortization For For Mgmt Account to Voluntary Reserves 3 Approve Transfer of Emergency For For Mgmt Reserves, Balance Standardization Reserve, Social Reserve, and Merger Reserve to Voluntary Reserves 4 Elect Management Board For For Mgmt 5 Approve General Meeting For For Mgmt Guidelines; Present Board Guidelines Report 6 Authorize Board to Transfer Gas For For Mgmt Distribution Activities to Gas Natural Distribucion SDG, S.A. 7 Authorize Repurchase of Shares For For Mgmt 8 Reelect PriceWaterhouseCoopers, For For Mgmt S.L. as Auditors 9 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 10 Allow Questions None None Mgmt 05/17/04 - A GlaxoSmithKline PLC (formerly G3910J112 None 136,047 Glaxo Wellcome Plc ) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Lawrence Culp as Director For For Mgmt 4 Elect Crispin Davis as Director For For Mgmt 5 Elect Sir Robert Wilson as Director For For Mgmt 6 Elect Tachi Yamada as Director For For Mgmt 7 Re-elect Sir Christopher Hogg as For For Mgmt Director 8 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 9 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 10 Authorise EU Political Donations For For Mgmt up to Aggregate Nominal Amount of GBP 100,000 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 74,330,954 12 Authorise 594,647,632 Ordinary For For Mgmt Shares for Market Purchase 01/13/04 - S Granada PLC (frmrly. Granada G4049Q100 None 53,148 Compass) 1 To Give Effect to the Scheme of For For Mgmt Arrangement Between the Company and Holders of its Scheme Shares 2 Approve ITV Approved Executive For For Mgmt Share Option Scheme 3 Approve ITV Unapproved Executive For For Mgmt Share Option Scheme 4 Approve ITV Commitment Scheme For For Mgmt 5 Approve ITV Savings-Related Share For For Mgmt Option Scheme 6 Approve ITV Share Incentive Plan For For Mgmt 7 Establish Plans for Oversea For For Mgmt Employees of ITV 04/06/04 - A/S Groupe Danone F12033134 None 11 Ordinary Business 1 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 2 Approve Financial Statements, For For Mgmt Statutory Reports, and Consolidated Financial Statements 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 3.675 per Share 4 Ratify Changed Location of For For Mgmt Registered Office/Headquarters 5 Reelect Franck Riboud as Director For For Mgmt 6 Reelect Emmanuel Faber as Director For For Mgmt 7 Maintain Jerome Seydoux as Director For For Mgmt 8 Ratify Mazars & Guerard as Auditors For For Mgmt 9 Ratify PricewaterhouseCoopers For For Mgmt Audit as Auditors 10 Ratify Patrick de Cambourg as For For Mgmt Alternate Auditor 11 Ratify Anne Monteil as Alternate For For Mgmt Auditor 12 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 13 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 14 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 15 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 16 Adopt New Articles Pursuant to For Against Mgmt Amendments to Reflect Financial Security legislation, and Amended Corporate Purpose Amendment provides for a shareholding disclosure requirement of 0.5 percent. A level of disclosure below 5 percent does not add substantially to shareholders' interest and may be a pretext for an antitakeover defense. A lower level also requires a greater number of shareholders to disclose their ownership, causing a greater burden to shareholders and to the company. Furthermore, in accordance with French law, shareholders who fail to report changes to their shareholdings may have their voting and economic rights suspended for up a period of up to five years. 17 Approve 2-for-1 Stock Split For For Mgmt 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/15/04 - A/S Groupe Danone F12033134 None 43 Ordinary Business 1 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 2 Approve Financial Statements, For For Mgmt Statutory Reports, and Consolidated Financial Statements 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 3.675 per Share 4 Ratify Changed Location of For For Mgmt Registered Office/Headquarters 5 Reelect Franck Riboud as Director For For Mgmt 6 Reelect Emmanuel Faber as Director For For Mgmt 7 Maintain Jerome Seydoux as Director For For Mgmt 8 Ratify Mazars & Guerard as Auditors For For Mgmt 9 Ratify PricewaterhouseCoopers For For Mgmt Audit as Auditors 10 Ratify Patrick de Cambourg as For For Mgmt Alternate Auditor 11 Ratify Anne Monteil as Alternate For For Mgmt Auditor 12 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 13 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 14 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 15 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 16 Adopt New Articles Pursuant to For Against Mgmt Amendments to Reflect Financial Security legislation, and Amended Corporate Purpose 17 Approve 2-for-1 Stock Split For For Mgmt 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 01/07/04 - S Grupo Financiero BBVA Bancomer P49505145 None 377,000 1 Amend Articles Re: Compliance With For For Mgmt Mexican Market Legislation 2 Designate Two Shareholders to For For Mgmt Approve and Sign Minutes of Meeting 11/19/03 - S Hays plc G4361D109 None 146,742 1 Approve Hays Long Term For Against Mgmt Co-Investment Plan Excessive cost: The total cost of the company's plans calculated in this year is 7.49 percent, which exceeds the allowable cap for this company of three percent. 2 Adopt New Articles of Association For For Mgmt 11/19/03 - A Hays plc G4361D109 None 146,742 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 3.63 For For Mgmt Pence Per Share 3 Approve Remuneration Report For Against Mgmt Cost of company's plans is excessive. 4 Elect John Martin as Director For For Mgmt 5 Reelect Xavier Urbain as Director For For Mgmt 6 Reelect Brian Wallace as Director For For Mgmt 7 Reelect Denis Waxman as Director For For Mgmt 8 Ratify Deloitte and Touche LLP as For For Mgmt Auditors 9 Authorize Board to Fix For For Mgmt Remuneration of Auditors 10 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of GBP 5,783,762 11 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of GBP 867,564 12 Authorize 260,000,000 Shares for For For Mgmt Share Repurchase Program 12/18/03 - S Hays plc G4361D109 None 146,742 1 Approve Sale of the Trading For For Mgmt Operations and Certain Assets of the Logistics Division of Hays plc to Certain Purchasers Formed by Platinum Equity, LLC 06/08/04 - A/S Hermes International F48051100 None 162 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Approve Discharge of Directors For For Mgmt 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 1.70 per Share 4 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 5 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 6 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 7 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 8 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 9 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/23/04 - A Honda Motor Co. Ltd. J22302111 03/31/04 11,500 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 19, Final JY 23, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Adjustment to Aggregate For For Mgmt Compensation Ceiling for Directors 6 Approve Payment of Annual Bonuses For For Mgmt to Directors and Statutory Auditors 7 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor 06/18/04 - A Hoya Corp. J22848105 03/31/04 2,000 1 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan For For Mgmt 06/04/04 - A Hypo Real Estate Holding AG D3449E108 None 13,589 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Omission of Dividends 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Approve Creation of EUR 201.1 For For Mgmt Million Pool of Conditional Capital with Preemptive Rights 6 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 450 Million with Preemptive Rights; Approve Creation of EUR 40.2 Million Pool of Conditional Capital to Guarantee Conversion Rights 7 Amend Articles Re: Changes to the For For Mgmt Remuneration of the Supervisory Board Members 8 Approve Conversion of Preference For For Mgmt Shares into Common Shares 9 Special Resolution for Holders of For For Mgmt Common Shares: Approve Conversion of Preference Shares into Common Shares 10 Amend Articles Re: Supervisory For For Mgmt Board 11 Elect Ferdinand Graf von For For Mgmt Ballestrem, Antoine Jeancourt-Galignani, Pieter Korteweg, Robert Mundheim, Klaus Pohle, and Kurt Viermetz to the Supervisory Board 12 Ratify KPMG Deutsche For For Mgmt Treuhand-Gesellschaft AG as Auditors 07/18/03 - A Industria de Diseno Textil E6282J109 None 17,800 (INDITEX) 1 Approve Individual and For For Mgmt Consolidated Financial Statements and Statutory Reports; Discharge Directors 2 Approve Allocation of Income and For For Mgmt Dividends 3 Elect Directors For For Mgmt 4 Amend Articles Re: General For For Mgmt Meetings, Voting Rights, Adoption of Resolutions, Board Composition, Quorum Requirements, and Establishment of Audit Committee 5 Approve Board Guidelines For For Mgmt 6 Authorize Repurchase of shares For For Mgmt 7 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/27/04 - A ING Groep NV N4578E413 04/20/04 36,560 1 Open Meeting None None Mgmt 2.1 Receive Reports of Management and None None Mgmt Supervisory Boards 2.2 Receive Explanation of Reserves None None Mgmt and Dividend Policy 3.1 Approve Financial Statements of For For Mgmt 2003 3.2 Approve Dividends For For Mgmt 4 Ratify Ernst & Young Accountants For For Mgmt as Auditors 5.1 Approve Discharge of Management For For Mgmt Board 5.2 Approve Discharge of Supervisory For For Mgmt Board 6 Discussion about Company's None None Mgmt Corporate Governance Report 7.1 Approve Remuneration Policy of For For Mgmt Management Board 7.2 Approve Long-Term Incentive Plan For For Mgmt (50 Percent Stock Options and 50 Percent Performance Shares) 8 Amend Articles Re: Binding For For Mgmt Director Nominations; Establish Profile on Expertise and Ethical Standards for Directors; Approve Remuneration Policy for Management Board; Threshold for Submitting Shareholder Proposals; Reduce Par Value of B Preference Share 9 Elect Supervisory Board Member For For Mgmt 10 Elect E. Bourdais de Charbonniere For For Mgmt as New Member of Supervisory Board 11 Grant Board Authority to Issue For Against Mgmt Ordinary Shares Restricting/Excluding Preemptive Rights Up to 20 Percent of Issued Capital and All Authorized Yet Unissued B Preference Shares Restricting/Excluding Preemptive Rights Excessive dilution of 28.2%. 12 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 13 Other Business None None Mgmt 06/24/04 - A KDDI Corporation (frm. DDI J31843105 03/31/04 100 Corp.) 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 1200, Final JY 2400, Special JY 0 2 Amend Articles to: Abolish For For Mgmt Retirement Bonus System - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Approve Executive Stock Option Plan For For Mgmt 4 Amend Stock Option Plans Approved For For Mgmt at 2002 and 2003 AGMs 5.1 Appoint Internal Statutory Auditor For For Mgmt 5.2 Appoint Internal Statutory Auditor For For Mgmt 5.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.4 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 6 Approve Retirement Bonuses for For For Mgmt Statutory Auditors 7 Approve Special Payments to For For Mgmt Directors and Statutory Auditor in Connection with the Abolition of Retirement Bonus System 05/26/04 - A KESA ELECTRICALS PLC G5244H100 None 28,158 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise Board to Fix Remuneration of Auditors 3 Approve Remuneration Report For For Mgmt 4 Approve Final Dividend of 7.5 For For Mgmt Pence Per Ordinary Share 5 Elect David Newlands as Director For For Mgmt 6 Elect Jean-Noel Labroue as Director For For Mgmt 7 Elect Martin Reavley as Director For For Mgmt 8 Elect Peter Wilson as Director For For Mgmt 9 Elect Michel Brossard as Director For For Mgmt 10 Elect Andrew Robb as Director For For Mgmt 11 Elect Bernard Dufau as Director For For Mgmt 12 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,129,432 13 Approve the Kesa Electricals plc For For Mgmt Share Incentive Plan 14 Approve the Kesa Electricals plc For For Mgmt Plan d'Espargne de Groupe (PEG) 15 Approve the Kesa Electricals plc For For Mgmt Long-Term Incentive Plan 16 Authorise the Directors to Amend For For Mgmt the Rules of the SIP, PEG, LTIP and Any Other Schemes They Consider Necessary 17 Authorise the Company to Make EU For For Mgmt Political Donations and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 250,000 18 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,619,415 19 Authorise 52,955,321 Ordinary For For Mgmt Shares for Market Purchase 06/17/04 - A Keyence Corp. J32491102 03/20/04 1,300 1 Approve Allocation of Income, For Against Mgmt Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0 Poor dividend payout. 2 Amend Articles to: Change For For Mgmt Accounting Period for Fiscal Year Beginning March 21, 2004 for Tax Purposes 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Alternate Statutory Auditor For For Mgmt 5 Approve Retirement Bonus for For For Mgmt Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 07/04/03 - S Kingfisher Plc G5256E359 None 140,790 1 Approve Demerger of Kingfisher For For Mgmt Plc's Electrical Business to Kesa Electricals Plc By Way of Dividend in Specie 2 Approve Capital Reorganization For For Mgmt 3 Approve Kesa Group Sharesave For For Mgmt Scheme and Kesa Group International Sharesave Plan and Authorize Directors to Modify and Establish Such Plans 4 Approve Kesa Group Demerger Award For For Mgmt Plan and Authorize Directors to Modify and Establish Such Plans 5 Approve Kesa Group Incentive For For Mgmt Compensation Plan and Authorize Directors to Modify and Establish Such Plans 6 Approve Kesa Group Employee For For Mgmt Benefit Trust and Authorize Directors to Modify and Establish Such Plans 06/03/04 - A Kingfisher Plc G5256E441 None 228,091 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 6.15 For For Mgmt Pence Per Ordinary Share 4 Elect Duncan Tatton-Brown as For For Mgmt Director 5 Re-elect Sir Francis Mackay as For For Mgmt Director 6 Re-elect Michael Hepher as Director For For Mgmt 7 Re-elect Margaret Salmon as For For Mgmt Director 8 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise Board to Fix Remuneration of Auditors 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 108,526,099 10 Approve Scrip Dividend For For Mgmt 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to a Nominal Value of 5 Percent of the Issued Share Capital of the Company 12 Authorise 233,210,664 Ordinary For For Mgmt Shares for Market Purchase 06/25/04 - A Kyocera Corp. J37479110 03/31/04 2,600 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 30, Final JY 30, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 3.2 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonus for For For Mgmt Statutory Auditor 5 Approve Executive Stock Option Plan For For Mgmt 04/29/04 - S L'Oreal F58149133 None 280 Special Business 1 Remove Double-Voting Rights for For For Mgmt Long-Term Registered Shareholders, Pending Approval of Item 3 2 Amend Articles of Association to For For Mgmt Allow Registered Shareholders to Register Holdings in Their Name by the Day of the Meeting, Pending Approval of Item 3 3 Approve Merger by Absorption of For For Mgmt Gesparal; Approve Dissolution of Gesparal without Liquidation 4 Approve Reduction in Share Capital For For Mgmt via Cancellation of L'Oreal Shares Held by Gesparal 5 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/29/04 - A L'Oreal F58149133 None 280 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.10 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Reelect Rainer E. Gut as Director For Against Mgmt Lack of information 6 Elect Bernard Kasriel as Director For Against Mgmt Lack of information 7 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 1 Million 8 Appoint PricewaterhouseCoopers For For Mgmt Audit as Auditors and Yves Nicolas as Deputy Auditor 9 Appoint Deloitte Touche Tohmatsu For For Mgmt Audit as Auditors and Jean-Paul Picard as Deputy Auditor 10 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 11 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/11/04 - A Lafarge F54432111 None 53 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income, For For Mgmt Dividends of EUR 3.45 per Share, and Stock Dividend Program 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Cooptation of Juan Gallardo For For Mgmt as Director 6 Reelect Jean Keller as Director For For Mgmt 7 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissunace of Repurchased Shares 8 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/25/04 - A Lafarge F54432111 None 53 Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income, For For Mgmt Dividends of EUR 3.45 per Share, and Stock Dividend Program 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Cooptation of Juan Gallardo For For Mgmt as Director 6 Reelect Jean Keller as Director For For Mgmt 7 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissunace of Repurchased Shares 8 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/11/04 - A Li & Fung G5485F144 None 4,000 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of HK$0.25 For For Mgmt Per Share 3a Reelect Danny Lau Sai Wing as For For Mgmt Executive Director 3b Reelect Annabella Leung Wai Ping For For Mgmt as Executive Director 3c Reelect Paul Edward Selway-Swift For For Mgmt as Independent Non-Executive Director 4 Approve Remuneration of All For For Mgmt Directors at HK$80,000 and Additional Remuneration of HK$50,000 for Non-Executive Directors Serving on the Audit Committee 5 Reappoint PricewaterhouseCoopers For For Mgmt as Auditors and Authorize Board to Fix Their Remuneration 6 Approve Repurchase of Up to 10 For For Mgmt Percent of Issued Capital 7 Approve Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights Authority provides too much discretion and allows directors to issue shares at steep, undisclosed discounts to related parties. Directors may also renew the share issuance amount under this authority without shareholder approval. 8 Authorize Reissuance of For For Mgmt Repurchased Shares 9 Amend Bylaws Re: Voting at General For For Mgmt Meetings, Material Interest of Directors in Contracts Entered into by the Company, Nomination of Directors 06/24/04 - A Lukoil Oao 677862203 05/07/04 2,680 Meeting for Holders of ADRs 1 APPROVAL OF THE ANNUAL REPORT For For Mgmt 2003, OF THE ANNUAL ACCOUNTS INCLUDING THE PROFIT AND LOSS STATEMENT 2 AMOUNT, PAYMENT DATE, AND FORM OF For For Mgmt PAYMENT OF DIVIDENDS 3 ELECTION OF THE MEMBERS OF THE For Withhold Mgmt BOARD OF DIRECTORS. Shareholders may concentrate their votes behind the candidates that would represent minority shareholders - Matzke, Mobius, and Kleiner -- by withholding votes for the remaining 12 candidates. However, as this item is being proposed as a single voting resolution in this agenda, shareholders have no choice but to withhold votes from this proposal. 4 ELECTION OF THE MEMBER OF THE For For Mgmt AUDIT COMMISSION: NIKITENKO, VLADIMIR NIKOLAYEVICH 5 ELECTION OF THE MEMBER OF THE For For Mgmt AUDIT COMMISSION: SKLYAROVA, TATIANA SERGUEYEVNA 6 ELECTION OF THE MEMBER OF THE For For Mgmt AUDIT COMMISSION: TANULYAK, NATALIA ILYINICHNA 7 ELECTION OF THE MEMBER OF THE For For Mgmt AUDIT COMMISSION: KONDRATIEV, PAVEL GENNADIEVICH 8 ELECTION OF THE MEMBER OF THE For For Mgmt AUDIT COMMISSION: BULAVINA, LYUDMILA MIKHAILOVNA 9 REMUNERATION AND COMPENSATION OF For For Mgmt EXPENSES TO THE MEMBERS OF THE BOARD OF DIRECTORS AND AUDIT COMMISSION OF OAO LUKOIL 10 APPROVAL OF THE EXTERNAL AUDITOR For For Mgmt OF THE COMPANY 11 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt TO THE CHARTER OF OAO LUKOIL 12 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt TO THE REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING THE SHAREHOLDERS MEETING 13 APPROVAL OF AMENDMENTS AND ADDENDA For For Mgmt TO THE REGULATIONS ON THE BOARD OF DIRECTORS OF LUKOIL 14 APPROVAL OF TRANSACTIONS INVOLVING For For Mgmt INTERESTED/RELATED PARTIES 05/13/04 - A/S Lvmh Moet Hennessy Louis F58485115 None 426 Vuitton Ordinary Business 1 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 2 Approve Financial Statements and For For Mgmt Discharge Directors 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 0.85 per Share 5 Ratify Cooptation and Reelect For Against Mgmt Delphine Arnault as Director Lack of information 6 Reelect Bernard Arnault as Director For Against Mgmt Lack of information 7 Reelect Jean Arnault as Director For Against Mgmt Lack of information 8 Reelect Nicholas Clive-Worms as For Against Mgmt Director Lack of information 9 Reelect Felix G. Rohatyn as For Against Mgmt Director Lack of information 10 Elect Patrick Houel as Director For Against Mgmt Lack of information 11 Elect Hubert Vedrine as Director For Against Mgmt Lack of information 12 Appoint Kilian Hennesy as Censor For For Mgmt 13 Ratify Deloitte Touche Tohmatsu For For Mgmt Audit as Auditors 14 Ratify Ernst & Young Audit as For For Mgmt Auditors 15 Ratify Denis Grison as Alternate For For Mgmt Auditor 16 Ratify Dominique Thouvenin as For For Mgmt Alternate Auditor 17 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 18 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 1.14 Million Special Business 19 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 20 Amend Articles of Association Re: For For Mgmt Board Size and Terms of Directors, Minimum Share Ownership Requirement for Board Members, Role of Chairman, and Editorial Changes 12/25/03 - A Marui Co. Ltd. J40089104 09/30/03 23,700 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 15, Special JY 0 2 Amend Articles to: Allow Share For For Mgmt Repurchases at Board's Discretion 06/29/04 - A Marui Co. Ltd. J40089104 03/31/04 20,400 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 11, Special JY 0 2 Elect Directors For For Mgmt 3.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 3.2 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 04/27/04 - A/S Mediaset Spa T6688Q107 04/22/04 16,298 Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares Special Business 1 Adopt New Articles of Association For Against Mgmt To Reflect New Italian Company Law Regulations Some of the proposed articles would remove important oversight mechanisms from shareholders and would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective. 04/27/04 - A Mediolanum SPA T66932111 04/22/04 1,176 Ordinary Business 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Fix Number of Directors on the For Against Mgmt Board; Elect Directors Lack of information 3 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations Some of the proposed articles would remove important oversight mechanisms from shareholders and would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective. 05/20/04 - A MFI Furniture Group Plc G60648121 None 99,600 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 2 Pence For For Mgmt Per Ordinary Share 3 Re-elect Martin Clifford-King as For For Mgmt Director 4 Re-elect Tony De Nunzio as Director For For Mgmt 5 Re-elect Bob Wilson as Director For For Mgmt 6 Elect Shaun O'Callaghan as Director For For Mgmt 7 Approve Remuneration Report For Against Mgmt The Executive Directors' service contracts provide for 18-months' base salary as liquidated damages in the event of a change of control. The Company has not provided any justification for the need to include such provision in Executive Directors' contracts. 8 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors and Authorise Board to Fix Remuneration of Auditors 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 15,428,675 10 Adopt New Articles of Association For For Mgmt 11 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,104,326 12 Authorise 62,086,526 Ordinary For For Mgmt Shares for Market Purchase 06/24/04 - A Mitsubishi Corp. J43830116 03/31/04 146,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 6, Special JY 2 2 Amend Articles to: Reduce For For Mgmt Directors' Term in Office - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 06/29/04 - A Mitsubishi Estate Co. Ltd. J43916113 03/31/04 24,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 4, Special JY 0 2 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.2 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 6 Appoint External Auditors For For Mgmt 7 Approve Executive Stock Option Plan For For Mgmt 06/29/04 - A Mitsui Fudosan Co. Ltd. J4509L101 03/31/04 75,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3.5, Final JY 3.5, Special JY 0 2 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3.1 Appoint Internal Statutory Auditor For For Mgmt 3.2 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonus for For For Mgmt Statutory Auditor 06/29/04 - A MITSUI TRUST HOLDINGS INC J6150N104 03/31/04 3,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends on Ordinary Shares: Interim JY 0, Final JY 2.5, Special JY 0 2 Amend Articles to: Decrease For For Mgmt Authorized Capital to Reflect Conversion of Preferred to Ordinary Shares - Eliminate References to Series 4 Preferred Shares - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor 03/25/04 - S MOBILEONE LTD Y8838Q106 None 208,000 1 Amend Articles of Association For For Mgmt 2 Approve Issuance of Shares without For For Mgmt Preemptive Rights 3 Authorize Share Repurchase Program For For Mgmt 03/25/04 - A MOBILEONE LTD Y8838Q106 None 208,000 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD For For Mgmt 0.055 Per Share 3 Reelect Hsuan Owyang as Director For For Mgmt 4 Reelect Roger John Barlow as For For Mgmt Director 5 Reelect Lim Chee Onn as Director For For Mgmt 6 Reelect Low Huan Ping as Director For For Mgmt 7 Approve Directors' Fees of SGD For For Mgmt 355,000 for the Year Ended Dec. 31, 2003 (2002: SGD 187,170) 8 Reappoint Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 9 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the MobileOne Share Option Scheme Plan allows for the grant of options to executives and to non-executive directors at a discount to market prices. 06/22/04 - A NEC Corp. J48818124 03/31/04 70,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3, Final JY 3, Special JY 0 2 Amend Articles to: Reduce For For Mgmt Directors' Term in Office - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditor 04/22/04 - A Nestle Sa H57312466 None 7,491 1a Accept Financial Statements and For For Mgmt Statutory Reports 1b Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 2 Approve Discharge of Board and For For Mgmt Senior Management 3 Approve Allocation of Income and For For Mgmt Dividends of CHF 7.20 per Share 4a Elect Edward George as Directors For For Mgmt 4b Elect Kaspar Villiger as Directors For For Mgmt 4c Elect Rolf Haenggi as Directors For For Mgmt 4d Elect Daniel Borel as Directors For For Mgmt 4e Elect Carolina Mueller as Directors For For Mgmt 06/23/04 - A Nissan Motor Co. Ltd. J57160129 03/31/04 17,500 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 11, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Approve Executive Stock Option Plan For For Mgmt 4 Authorize Share Repurchase Program For For Mgmt 5.1 Appoint Internal Statutory Auditor For For Mgmt 5.2 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5.3 Appoint Internal Statutory Auditor For For Mgmt 5.4 Appoint Internal Statutory Auditor For For Mgmt 5.5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 06/25/04 - A Nomura Holdings Inc. J59009159 03/31/04 67,000 1 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 2 Approve Executive Stock Option For For Mgmt Plan and Deep-Discount Stock Option Plan 3 Elect Directors For For Mgmt 06/18/04 - A NTT DoCoMo Inc. J59399105 03/31/04 128 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 500, Final JY 500, Special JY 500 2 Authorize Share Repurchase Program For For Mgmt 3 Amend Articles to: Authorize Share For Against Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 4 Elect Directors For For Mgmt 5 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Retirement Bonuses for For Against Mgmt Directors and Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 09/23/03 - S Numico N.V.(Formerly Nutricia N56369106 None 14,234 N.V.) 1 Open Meeting None None Mgmt 2 Elect Supervisory Board Member For For Mgmt 3 Discussion on Possible Measures to None None Mgmt Be Taken Due to Negative Shareholders' Equity in Accordance with Article 2:108A of Dutch Civil Code 4 Close Meeting None None Mgmt 11/03/03 - S Numico N.V.(Formerly Nutricia N56369106 None 16,234 N.V.) 1 Open Meeting None None Mgmt 2 Approve Sale of General Nutrition For For Mgmt Companies (GNC) for a Consideration of $750 Million 3 Close Meeting None None Mgmt 05/06/04 - A Numico N.V.(Formerly Nutricia N56369106 04/29/04 16,234 N.V.) 1 Open Meeting None None Mgmt 2 Discussion about Company's None None Mgmt Corporate Governance Report 3 Receive Report of Management Board None None Mgmt 4.1 Approve Financial Statements and For For Mgmt Statutory Reports 4.2 Receive Explanation of Company's None None Mgmt Reserves and Dividend Policy 4.3 Approve the Omission of Dividends For For Mgmt for Fiscal 2004 4.4 Approve Discharge of Management For For Mgmt Board 4.5 Approve Discharge of Supervisory For For Mgmt Board 5 Elect Barrie Spelling to For For Mgmt Supervisory Board 6 Elect Directors For For Mgmt 7 Approve Remuneration Policy for For For Mgmt Management Board Members 8 Amend Articles Re: Make Changes to For For Mgmt Reflect Dutch Corporate Governance Code; Discontinue Use of Depositary Receipts; Increase Authorized Share Capital from EUR 115 Million to EUR 200 Million; Mandatory Takeover Bid Threshold 9 Grant Board Authority to Issue For For Mgmt Shares Up to Five Percent of Issued Share Capital to Service Employee Share Option Schemes 10 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 11 Ratify PricewaterhouseCoopers For For Mgmt Accountants N.V. as Auditors 12 Other Business None None Mgmt 13 Close Meeting None None Mgmt 06/07/04 - S Numico N.V.(Formerly Nutricia N56369106 06/01/04 16,234 N.V.) 1 Open Meeting None None Mgmt 2 Amend Articles Re: Make Changes to For For Mgmt Reflect Dutch Corporate Governance Code; Discontinue Use of Depositary Receipts; Increase Authorized Share Capital from EUR 115 Million to EUR 200 Million; Mandatory Takeover Bid Threshold 3 Other Business (Non-Voting) None None Mgmt 4 Close Meeting None None Mgmt 06/29/04 - A Oji Paper Co., Ltd. J6031N109 03/31/04 34,000 Management Proposals 1 Approve Allocation of Income, For Against Mgmt Including the Following Dividends: Interim JY 4, Final JY 6, Special JY 0 The increase in the dividend would cost Oji Paper an additional JY 5.32 billion, or 3.7 percent of the amount in the company's general reserve account. (Oji has other reserve accounts as well.) Because we believe the company can easily afford the higher dividend, and that boosting the payout would make the shares more attractive (particularly if the higher dividend were maintained going forward), we recommend that shareholders oppose management's income allocation proposal, and support the shareholder proposal in Item 6. 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonus for For For Mgmt Director Shareholder Proposals 6 Approve Amendment to Income Against For ShrHoldr Allocation Plan, with Final Dividend of JY 11 Per Share See text accompanying Item 1. 7 Approve Amendment to Income Against Against ShrHoldr Allocation Plan, to Eliminate Director Bonuses 8 Remove Director From Board Against Against ShrHoldr 06/23/04 - A Orix Corp. J61933123 03/31/04 2,000 1 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion - Limit Legal Liability of Directors and Executive Officers 2 Elect Directors For For Mgmt 3 Approve Executive Stock Option Plan For For Mgmt 03/25/04 - A Philips Electronics Nv N6817P109 None 27,717 1 Open Meeting None None Mgmt 2.1 Approve Financial Statements and For For Mgmt Statutory Reports 2.2 Receive Explanation of Corporate None None Mgmt Governance Structure 2.3 Receive Explanation of Policy on None None Mgmt Reserves and Dividends 2.4 Approve Dividends of EUR 0.36 Per For For Mgmt Share 2.5 Approve Discharge of Management For For Mgmt Board 2.6 Approve Discharge of Supervisory For For Mgmt Board 3 Elect Supervisory Board Member For For Mgmt 4.1 Approve Remuneration Policy of For For Mgmt Management Board 4.2 Amend 2003 Long-Term Incentive For For Mgmt Plan Regarding Distribution of Shares: Allocate a Maximum of 2.5 Percent of Annual Pool of Shares Reserved for LTIP to Management Board on Annual Basis 5 Grant Board Authority to Issue For For Mgmt Shares Restricting/Excluding Preemptive Rights Up to 20 Percent of Issued Capital 6 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 7 Authorize Board to Set Record Date For For Mgmt 8 Other Business (Non-Voting) None None Mgmt 9 Close Meeting None None Mgmt 03/12/04 - A POSCO (formerly Pohang Iron & 693483109 12/31/03 6,295 Steel) 1 Approve Appropriation of Income, For For Mgmt with a Year-End Dividend of KRW 5000 Per Share 2.1 Amend Articles of Incorporation For For Mgmt Re: Cumulative Voting 2.2 Amend Articles of Incorporation For For Mgmt Re: Corporate Governance 3 Elect Directors For For Mgmt 3.2.1 Elect Member of Audit Committee For For Mgmt 3.2.2 Elect Member of Audit Committee For For Mgmt 3 Elect Directors For For Mgmt 4 Approve Limit on Remuneration of For For Mgmt Directors 04/29/04 - A Reed Elsevier NV (Formerly N73430105 04/22/04 1,180 Elsevier Nv) 1 Open Meeting None None Mgmt 2 Documents Received None None Mgmt 3 Receive Report of Management Board None None Mgmt 4 Approve Financial Statements and For For Mgmt Statutory Reports 5 Approve Dividends of EUR 0.30 per For For Mgmt Ordinary Share 6 Discussion about Company's None None Mgmt Corporate Governance Report 7.1 Approve Discharge of Management For For Mgmt Board 7.2 Approve Discharge of Supervisory For For Mgmt Board 8 Reelect Deloitte Accountants as For For Mgmt Auditors 9 Elect Supervisory Board Member For For Mgmt 10 Reelect G. van de Aast as Member For For Mgmt of Management Board 11 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 12.1 Grant Board Authority to Issue For For Mgmt Shares Up to Ten Percent of Issued Share Capital 12.2 Grant Board Authority to For For Mgmt Restrict/Exclude Preemptive Rights for Share Issuance under Item 12.1 13 Other Business None None Mgmt 14 Close Meeting None None Mgmt 04/28/04 - A Reed Elsevier Plc(formerly G74570105 None 96,391 Reed International PLC) 1a Accept Financial Statements and For For Mgmt Statutory Reports 1b Approve Remuneration Report For For Mgmt 2 Approve Final Dividend of 8.7 For For Mgmt Pence Per Ordinary Share 3a Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 3b Authorise Board to Fix For For Mgmt Remuneration of the Auditors 4a Re-elect Gerard van de Aast as For For Mgmt Director 4b Re-elect Morris Tabaksblat as For For Mgmt Director 4c Re-elect Rolf Stomberg as Director For For Mgmt 4d Re-elect Lord Sharman Of Redlynch For For Mgmt as Director 5 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 25,000,000 6 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,900,000 7 Authorise 127 Million Shares for For For Mgmt Market Purchase 03/30/04 - A Repsol Ypf SA (Formerly E8471S130 None 2,338 Repsol, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income and Distribution of Dividend of EUR 0.40 Per Share, and Discharge Directors 2 Elect Management Board For For Mgmt 3 Approve Deloitte & Touche Espana For For Mgmt Auditors SL as Auditors 4 Authorize Repurchase of Shares up For For Mgmt to a Maximum of Five Percent of Capital 5 Amend Articles Re: Legal For For Mgmt Provisions Governing the Company, Shareholders Meeting, Right of Attendance, Representation, Board Composition, Administrators' Liability, and Debentures Issuance 6 Amend Articles Re: Regulations of For For Mgmt the General Shareholder's Meeting 7 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 07/16/03 - A Rhoen-Klinikum AG D6530N119 07/09/03 2,727 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For Against Mgmt Dividends of EUR 0.60 per Preferred Share and EUR 0.58 per Ordinary Share Poor dividend payout history of under 30%. 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Authorize Repurchase of up to Ten For For Mgmt Percent of Issued Share Capital; Authorize Board to Issue Repurchased Shares as New Shares without Preemptive Rights 6 Amend Articles Re: Designate For For Mgmt Electronic Publications for Meeting Announcements and Invitations to Shareholder Meetings; Securitization 7 Elect Michael Mendel to For For Mgmt Supervisory Board 8 Ratify PwC as Auditors For For Mgmt 04/07/04 - A Rio Tinto Plc (Formerly Rtz G75754104 None 34,112 Corp. Plc) 1 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 34,470,000 2 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,890,000 3 Authorise 106.7 Million Rio Tinto For For Mgmt plc Shares for Market Purchase 4 Approve the Mining Companies For For Mgmt Comparative Plan 2004 and the Rio Tinto Share Option Plan 2004 5 Elect Sir John Kerr as Director For For Mgmt 6 Re-elect Leigh Clifford as Director For For Mgmt 7 Re-elect Guy Elliott as Director For For Mgmt 8 Re-elect Sir Richard Sykes as For For Mgmt Director 9 Re-elect Sir Richard Giordano as For For Mgmt Director 10 Reappoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise Board to Fix Their Remuneration 11 Approve Remuneration Report For For Mgmt 12 Accept Financial Statements and For For Mgmt Statutory Reports 06/29/04 - A Rohm Co. Ltd. J65328122 03/31/04 7,400 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 12.5, Final JY 42.5, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3.1 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 3.2 Appoint Internal Statutory Auditor For For Mgmt 3.3 Appoint Internal Statutory Auditor For For Mgmt 3.4 Appoint Internal Statutory Auditor For For Mgmt 3.5 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonus for For For Mgmt Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 02/27/04 - A/S Royal Bank Of Canada *RY.* 780087102 01/09/04 4,480 Management Proposals 1 Elect Directors For For Mgmt 2 Ratify Deloitte & Touche LLP as For For Mgmt Auditors Shareholder Proposals 3 Adopt By-Law Prohibiting CEO from Against Against ShrHoldr Sitting on Other Boards 4 Disclose Total Value of Pension Against Against ShrHoldr Benefits of Senior Executives 5 Adopt By-Law Providing that Against Against ShrHoldr Insiders Give Notice of Stock Trades and Stock Option Exercise 6 Provide Written Response to Against Against ShrHoldr Question Raised at Annual Meeting by the Same Bank Representative who Answered the Question at the Annual Meeting 04/29/04 - A Royal Bank Of Scotland Group G76891111 None 76,303 Plc 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 35.7 For For Mgmt Pence Per Share 4 Re-elect Emilio Botin as Director For For Mgmt 5 Re-elect Lawrence Fish as Director For For Mgmt 6 Re-elect Sir Angus Grossart as For For Mgmt Director 7 Re-elect Sir George Mathewson as For For Mgmt Director 8 Re-elect Gordon Pell as Director For For Mgmt 9 Re-elect Iain Robertson as Director For For Mgmt 10 Re-elect Sir Iain Vallance as For For Mgmt Director 11 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 12 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 13 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 247,120,127 14 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 37,068,019 15 Authorise 296,544,152 Ordinary For For Mgmt Shares for Market Purchase 16 Approve Increase in Authorised For For Mgmt Capital by Creation of 110 Million Category II Non-cumulative Dollar Preference Shares; Issue Equity with Pre-emptive Rights up to All the Existing Preference Shares 17 Amend Articles Re: Preference For For Mgmt Shares 06/28/04 - A Royal Dutch Petroleum Co. N76277172 06/21/04 254 1 Receive Report of Management Board None None Mgmt 2.1 Approve Financial Statements and For For Mgmt Statutory Reports 2.2 Approve Total Dividend of EUR 1.76 For For Mgmt Per Share 2.3 Approve Discharge of Management For Against Mgmt Board In the case of Royal Dutch, the actions (or inactions) of the management board appear to have contributed to the decline in profit for 2003 while harming the image of the company, thus damaging shareholder value. 2.4 Approve Discharge of Supervisory For Against Mgmt Board In the case of Royal Dutch, the actions (or inactions) of the management board appear to have contributed to the decline in profit for 2003 while harming the image of the company, thus damaging shareholder value. 3 Elect L. Cook to Management Board For For Mgmt 4 Elect C. Morin-Postel to For For Mgmt Supervisory Board 5 Reelect van de Bergh to For For Mgmt Supervisory Board 6 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 7 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 04/15/04 - A Royal KPN NV N4297B146 None 3,445 1 Open Meeting None None Mgmt 2 Receive Report of Management Board None None Mgmt 3.1 Approve Financial Statements and For For Mgmt Statutory Reports 3.2 Receive Explanation of Reserves None None Mgmt and Dividend Policy 3.3 Approve Dividends For For Mgmt 4.1 Approve Discharge of Management For For Mgmt Board 4.2 Approve Discharge of Supervisory For For Mgmt Board 5 Discussion about Company's None None Mgmt Corporate Governance Report 6 Approve Remuneration Policy For For Mgmt 7.1 Ratify PricewaterhouseCoopers For For Mgmt Accountants N.V. as Auditors 7.2 Authorize Board to Prepare Annual For For Mgmt Report in English 8.1 Opportunity for General Meeting to None None Mgmt Make Recommendations for Appointment Member of Supervisory Board 8 Elect Supervisory Board Member For For Mgmt 8.3 Receive Announcement of Vacancy on None None Mgmt Supervisory Board 8 Elect Directors For For Mgmt 9.1 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 9.2 Grant Board Authority to Issue For Against Mgmt Ordinary Shares Up to 20 Percent of Issued Capital and All Unissued but Authorized Class B Preference Shares Potential antitakeover device. 9.3 Grant Board Authority to Exclude For Against Mgmt Preemptive Rights from Issuance Under Item 9.2 Potential antitakeover device. 10 Approve Proposal to Reduce Capital For For Mgmt Through Cancellation of Own Shares Up to 10 Percent of Issued Share Capital 11 Other Business (Non-Voting) None None Mgmt 02/27/04 - A Samsung Electronics Co. Ltd. Y74718100 12/31/03 2,330 1 Approve Financial Statements and For For Mgmt Appropriation of Income, with Total Dividend of KRW 5500 Per Share 2 Elect Directors For For Mgmt 2.2 Appoint One Member of Audit For For Mgmt Committee 2 Elect Directors For For Mgmt 3 Approve Limit on Remuneration of For For Mgmt Directors 06/23/04 - A/S Sanofi-Synthelabo (Formerly F5548N101 None 767 Sanofi) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.53 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6 Authorize Issuance of For For Mgmt Bonds/Debentures in the Aggregate Value of EUR 7 Billion Special Business 7 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Set Global Limit for Capital Increase to Result from Issuance Requests in Items 7-10 at EUR 1.25 Billion 8 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million Excessive dilution of 51%. 9 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer Potential antitakeover device. 10 Authorize Capitalization of For For Mgmt Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value 11 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 12 Approve Stock Option Plan Grants For Against Mgmt Lack of information 13 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 14 Authorize Capital Increase of Up For For Mgmt to EUR 1.429 Billion for Aventis Exchange Offer 15 Change Company Name to For For Mgmt Sanofi-Aventis 16 Amend Articles of Association to For For Mgmt Reduce Term of Board Members from Five to Four Years 17 Amend Articles to Reflect 2003 For For Mgmt Legal Changes Re: Powers of the Chairman 18 Reelect Jean-Francois Dehecq as For For Mgmt Director (Representing Sanofi-Synthelabo) 19 Reelect Rene Barbier de la Serre For For Mgmt as Director (Representing Sanofi-Synthelabo) 20 Reelect Robert Castaigne as For For Mgmt Director (Representing Sanofi-Synthelabo) 21 Reelect Thierry Desmarest as For For Mgmt Director (Representing Sanofi-Synthelabo) 22 Reelect Lindsay Owen-Jones as For For Mgmt Director (Representing Sanofi-Synthelabo) 23 Reelect Bruno Weymuller as For For Mgmt Director (Representing Sanofi-Synthelabo) 24 Confirm Appointment of Lord Douro For For Mgmt as Director (Representing Sanofi-Synthelabo) 25 Confirm Appointment of Gerard Van For For Mgmt Kemmel as Director (Representing Sanofi-Synthelabo) 26 Elect Christian Mulliez as For For Mgmt Director (Representing Sanofi-Synthelabo) 27 Elect Jean-Marc Bruel as Director For For Mgmt (Representing Aventis) 28 Elect Jurgen Dormann as Director For For Mgmt (Representing Aventis) 29 Elect Jean-Rene Fourtou as For For Mgmt Director (Representing Aventis) 30 Elect Serge Kampf as Director For For Mgmt (Representing Aventis) 31 Elect Igor Landau as Director For For Mgmt (Representing Aventis) 32 Elect Hubert Markl as Director For For Mgmt (Representing Aventis) 33 Elect Klaus Pohle as Director For For Mgmt (Representing Aventis) 34 Elect Hermann Scholl as Director For For Mgmt (Representing Aventis) 35 Confirm End of Term of Permanent For For Mgmt Representative of Elf Aquitaine, L'Oreal, Pierre Castres Saint-Martin, Pierre-Gilles de Gennes, and Herve Guerin as Directors 36 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of Up to EUR 1 Million 37 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/06/04 - A Sap Ag D66992104 None 128 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.80 per Share 3 Approve Discharge of Management For For Mgmt Board 4 Approve Discharge of Supervisory For For Mgmt Board 5 Ratify KPMG Deutsche For For Mgmt Treuhand-Gesellschaft AG as Auditors 6 Amend Articles to Reflect Changes For For Mgmt in Capital 7 Authorize Share Repurchase Program For For Mgmt and Reissuance of Repurchased Shares 8 Authorize Use of Financial For Against Mgmt Derivatives Method when Repurchasing Shares Proposal would allow the board to use a speculative financial instrument without sufficient safeguards. 04/27/04 - A/S Schneider Electric SA F86921107 None 466 (Formerly Schneider SA) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.65 per Share 5 Elect Caisse des Depots et For For Mgmt Consignations, Represented by Jerome Gallot, as Director 6 Elect Chris C. Richardson as For For Mgmt Director 7 Reelect Alain Burq as For For Mgmt Representative of Employee Shareholders to the Board 8 Reelect Daniel Bouton as Director For For Mgmt 9 Reelect Thierry Breton as Director For For Mgmt 10 Reelect Willy Kissling as Director For For Mgmt 11 Reelect Piero Sierra as Director For For Mgmt 12 Reappoint Barbier Frinault et For For Mgmt Autres (Ernst & Young) as Auditors 13 Ratify Philippe Diu as Alternate For For Mgmt Auditor to Barbier Frinault et Autres (Ernst & Young) 14 Appoint Mazars & Guerard as Auditor For For Mgmt 15 Ratify Charles Vincensini as For For Mgmt Alternate Auditor to Mazars & Guerard 16 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 17 Amend Articles of Association to For For Mgmt Authorize the Appointment of Censors 18 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan Excessive dilution of 11%. 19 Approve Stock Option Plan Grants For Against Mgmt The company's Remuneration and Nomination Committee includes one insider. Allowing the administering committee to grant options to itself creates the potential for abuse and conflicts of interest. 20 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 21 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer Potential antitakeover device. 22 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/06/04 - A/S Schneider Electric SA F86921107 None 466 (Formerly Schneider SA) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.65 per Share 5 Elect Caisse des Depots et For For Mgmt Consignations, Represented by Jerome Gallot, as Director 6 Elect Chris C. Richardson as For For Mgmt Director 7 Reelect Alain Burq as For For Mgmt Representative of Employee Shareholders to the Board 8 Reelect Daniel Bouton as Director For For Mgmt 9 Reelect Thierry Breton as Director For For Mgmt 10 Reelect Willy Kissling as Director For For Mgmt 11 Reelect Piero Sierra as Director For For Mgmt 12 Reappoint Barbier Frinault et For For Mgmt Autres (Ernst & Young) as Auditors 13 Ratify Philippe Diu as Alternate For For Mgmt Auditor to Barbier Frinault et Autres (Ernst & Young) 14 Appoint Mazars & Guerard as Auditor For For Mgmt 15 Ratify Charles Vincensini as For For Mgmt Alternate Auditor to Mazars & Guerard 16 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 17 Amend Articles of Association to For For Mgmt Authorize the Appointment of Censors 18 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan 19 Approve Stock Option Plan Grants For Against Mgmt 20 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 21 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer 22 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/29/04 - A Secom Co. Ltd. J69972107 03/31/04 20,500 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 45, Special JY 0 2 Amend Articles to: Expand Business For Against Mgmt Lines - Reduce Directors Term in Office - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 04/27/04 - A Sekisui House Ltd. J70746136 01/31/04 6,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 9, Final JY 9, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Directors 05/28/04 - A Seven-Eleven Japan Co. Ltd. J71305106 02/29/04 1,100 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 19, Final JY 20, Special JY 0 2 Amend Articles to: Expand Business For For Mgmt Lines - Authorize Share Repurchases at Board's Discretion - Limit Directors' Legal Liability Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 06/28/04 - A Shell Transport And Trading 822703104 None 195,543 Company Plc (The) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Elect Malcolm Brinded as Director For For Mgmt 4 Re-elect Eileen Buttle as Director For For Mgmt 5 Re-elect Luis Giusti as Director For For Mgmt 6 Re-elect Nina Henderson as Director For For Mgmt 7 Re-elect Lord Oxburgh as Director For For Mgmt 8 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 9 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 10 Authorise 483 Million Ordinary For For Mgmt Shares for Market Purchase 06/29/04 - A Shin-Etsu Chemical Co. Ltd. J72810120 03/31/04 5,350 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 8, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors 5 Approve Executive Stock Option Plan For For Mgmt 01/22/04 - A Siemens AG D69671218 None 107 1 Receive Financial Statements and None None Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 1.10 per Share 3 Approve Discharge of Management For For Mgmt Board for Fiscal 2002/2003 4 Approve Discharge of Supervisory For For Mgmt Board for Fiscal 2002/2003 5 Ratify KPMG as Auditors For For Mgmt 6 Elect Jerry Speyer to the For For Mgmt Supervisory Board; Elect Hans-Dieter Wiedig as a Deputy Supervisory Board Member 7 Authorize Repurchase of up to Ten For For Mgmt Percent of Issued Share Capital; Authorize Board to Issue Repurchased Shares 8 Approve Creation of EUR 600 For For Mgmt Million Pool of Conditional Capital with Preemptive Rights 9 Approve Issuance of Convertible For For Mgmt Bonds and/or Bonds with Warrants Attached up to Aggregate Nominal Amount of EUR 11.3 Billion with Preemptive Rights; Approve Creation of EUR 600 Million Pool of Conditional Capital to Guarantee Conversion Rights 03/12/04 - A SK Telecom Y4935N104 12/31/03 1,810 1 Approve Appropriation of Income For For Mgmt and Dividends of KRW 5500 Per Share 2 Amend Articles of Incorporation For For Mgmt 3 Approve Limit on Remuneration of For For Mgmt Directors 4 Elect Directors For For Mgmt 4.2 Elect Member(s) of Audit Committee For For Mgmt 06/29/04 - A SMC Corp. J75734103 03/31/04 2,100 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 19, Final JY 19, Special JY 10 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor 6 Appoint External Auditor For For Mgmt 04/12/04 - A/S Societe Generale F43638141 None 134 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 3.75 per Share 3 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Appointment of Jean Azema For For Mgmt as Director 6 Reelect Philippe Citerne as For For Mgmt Director 7 Reelect Antoine Jeancourt For For Mgmt Galignani as Director 8 Reelect Euan Baird as Director For For Mgmt 9 Reelect Michel Cicurel as Director For For Mgmt 10 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 11 Amend Articles of Association to For For Mgmt Reflect 2003 Legal Changes Re: Internal Control Measures and Role of Chairman 12 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 900 Million 13 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million Excessive dilution of 54.7%. 14 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions Excessive dilution of 54.7%. 15 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan Excessive dilution of 13%. 16 Approve Stock Option Plan Grants For Against Mgmt Plan provides for discounts of 5%. 17 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/29/04 - A/S Societe Generale F43638141 None 134 Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 3.75 per Share 3 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Appointment of Jean Azema For For Mgmt as Director 6 Reelect Philippe Citerne as For For Mgmt Director 7 Reelect Antoine Jeancourt For For Mgmt Galignani as Director 8 Reelect Euan Baird as Director For For Mgmt 9 Reelect Michel Cicurel as Director For For Mgmt 10 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital Special Business 11 Amend Articles of Association to For For Mgmt Reflect 2003 Legal Changes Re: Internal Control Measures and Role of Chairman 12 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 900 Million 13 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million 14 Allow Board to Issue Shares in the For Against Mgmt Event of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions 15 Approve Capital Increase Reserved For Against Mgmt for Employees Participating in Savings-Related Share Purchase Plan 16 Approve Stock Option Plan Grants For Against Mgmt 17 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 18 Authorize Filing of Required For For Mgmt Documents/Other Formalities 02/03/04 - A/S Sodexho Alliance SA F84941123 None 11,676 Ordinary Business 1 Approve Financial Statements, For For Mgmt Consolidated Financial Statements, and Discharge Directors 2 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.915 per Share 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 5 Reelect Pierre Bellon as Director For Against Mgmt Candidate is an insider on the Remuneration Committee. 6 Reelect Remi Baudin as Director For Against Mgmt Candidate is an insider on the Remuneration Committee. 7 Reelect Astrid Bellon as Director For For Mgmt 8 Reelect Francois-Xavier Bellon as For For Mgmt Director 9 Reelect Sophie Clamens as Director For For Mgmt 10 Reelect Nathalie Szabo as Director For For Mgmt 11 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 300,000 12 Authorize Issuance of For For Mgmt Bonds/Debentures Special Business 13 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 63 Million 14 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 63 Million 15 Approve Stock Option Plan Grants For Against Mgmt Plan provides for discounts of up to 20%. 16 Authorize Board to Increase For For Mgmt Capital to Service Company Savings-Related Share Purchase Plan 17 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan Shareholder Proposal A Shareholder Proposal: Decrease Against Against ShrHoldr Tenure Requirement for Double Voting Rights from Four to Two Years 19 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/11/04 - A Standard Chartered PLC G84228157 None 15,700 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 36.49 US For For Mgmt Cents Per Ordinary Share 3 Approve Remuneration Report For For Mgmt 4 Elect Jamie Dundas as Director For For Mgmt 5 Elect Ruth Markland as Director For For Mgmt 6 Elect Paul Skinner as Director For For Mgmt 7 Re-elect Mervyn Davies as Director For For Mgmt 8 Re-elect Michael DeNoma as Director For For Mgmt 9 Re-elect Rudolph Markham as For For Mgmt Director 10 Re-elect Hugh Norton as Director For For Mgmt 11 Re-appoint KPMG Audit Plc as For For Mgmt Auditors of the Company 12 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 13 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 117,487,333 and up to USD 213,708,480 Pursuant to Rights Issues, Scrip Dividends, Share Schemes and Exchangeable Securities 14 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount Equal to the Company's Share Capital Repurchased Under Item 16 15 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 29,370,451 16 Authorise 117,487,333 Ordinary For For Mgmt Shares for Market Purchase 17 Authorise 331,388 Non-Cumulative For For Mgmt Preference Shares of USD 5 Each and 195,285,000 Non-Cumulative Preference Shares of GBP 1 Each for Market Purchase 18 Amend Standard Chartered 2001 For For Mgmt Performance Share Plan 19 Adopt Standard Chartered 2004 UK For For Mgmt Sharesave Scheme and the Standard Chartered 2004 International Sharesave Scheme 04/23/04 - A STMicroelectronics N.V. *STM* N83574108 None 24 1 Open Meeting None None Mgmt 2 Receive Report of Management Board None None Mgmt 3 Receive Report of Supervisory Board None None Mgmt 4 Approve Financial Statements and For For Mgmt Statutory Reports 5 Approve Discharge of Management For For Mgmt Board 6 Approve Discharge of Supervisory For For Mgmt Board 7 Approve Dividend of $0.12 Per For For Mgmt Ordinary Share 8 Elect Gerald Arbola as New Member For For Mgmt of Supervisory Board 9 Elect Didier Lombard as New Member For For Mgmt of Supervisory Board 10 Approve Remuneration of For For Mgmt Supervisory Board 11 Approve Employee Stock Purchase For For Mgmt Plan 12 Grant Supervisory Board Authority For Against Mgmt for Five Years to Issue All Authorized but Unissued Shares Restricting/Excluding Preemptive Rights Potential antitakeover device. 13 Lower Quorum Requirement for For Against Mgmt General Meeting from One-Third to 15 Percent of Issued Share Capital Change the quorum for the general meeting of shareholders from one-third of STMicroelectronics N.V.'s issued share capital to 15 percent of STMicroelectronics N.V.'s issued share capital and to amend the Articles of Association in this respect. A company representative stated that a lower quorum would render more flexible the approval of resolutions submitted to the general meeting. In the case of STMicroelectronics N.V., two shareholders indirectly control 17.25 percent each of the capital. 14 Amend Articles to Reflect Lowering For Against Mgmt of Quorum Requirement (Item 13) Amend articles in connection with proposal to lower quorum in Item 13. In the case of STMicroelectronics N.V., two shareholders indirectly control 17.25 percent each of the capital. 15 Approve Company's Corporate For For Mgmt Governance Policy 16 Allow Questions None None Mgmt 17 Close Meeting None None Mgmt 06/29/04 - A Sumitomo Metal Industries Ltd. J77669133 03/31/04 12,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 0, Final JY 1.5, Special JY 0 2 Amend Articles to: Abolish For For Mgmt Retirement Bonus System 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor can be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Special Bonus for Family For For Mgmt of Deceased Statutory Auditor 6 Approve Payments to Continuing For For Mgmt Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System The company has disclosed the aggregate amount of the payments to ten directors (JY 299 million) and to three auditors (JY 18 million). Compensation for the directors and auditors up to this point has been predicated upon their eventual receipt of retirement bonuses, and these payments, which cover their service up to this point, will make up for the fact that due to abolition of the retirement bonus system, the directors and auditors will not be receiving the bonuses which they had been expecting. However, one of the continuing auditors has been designated by the company as independent. While we applaud the disclosure of the aggregate payments, which few Japanese companies do, it is nevertheless difficult to evaluate whether the individual payment to the independent auditor is set at an appropriate level. Accordingly, we recommend that shareholders oppose this resolution. 06/29/04 - A SUMITOMO MITSUI FINANCIAL J7771X109 03/31/04 5 GROUP INC. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends on Ordinary Shares: Interim JY 0, Final JY 3000, Special JY 0 2 Amend Articles to: Decrease For For Mgmt Authorized Preferred Share Capital to Reflect Conversion of Preferred to Ordinary Shares - Authorize Share Repurchases at Board's Discretion 3 Elect Director For For Mgmt 4 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 5 Approve Retirement Bonuses for For For Mgmt Director and Statutory Auditor The payment of such bonuses to non-executives is a highly inappropriate practice. 11/18/03 - A Sun Hung Kai Properties Ltd. Y82594121 11/10/03 42,000 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend For For Mgmt 3 Reelect Directors and Fix Their For For Mgmt Remuneration 4 Reappoint Auditors and Authorize For For Mgmt Board to Fix Their Remuneration 5 Approve Repurchase of Up to 10 For For Mgmt Percent of Issued Capital 6 Approve Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of For For Mgmt Repurchased Shares 8 Other Business (Voting) For Against Mgmt Details of other business not disclosed. 06/29/04 - A Suzuki Motor Corp. J78529138 03/31/04 20,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 4, Final JY 5, Special JY 0 2 Amend Articles to: Allow For For Mgmt Appointment of Alternate Statutory Auditors - Authorize Share Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.3 Appoint Internal Statutory Auditor For For Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, this nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. 4.4 Appoint Internal Statutory Auditor For For Mgmt 4.5 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 05/11/04 - A Taiwan Semiconductor Y84629107 03/12/04 247,796 Manufacturing Co. 1.1 Receive Report on Business None None Mgmt Operation Results for Fiscal Year 2003 1.2 Receive Supervisors' Report None None Mgmt 1.3 Receive Report on the Acquisition None None Mgmt and Disposal of Assets 1.4 Receive Report on Endorsments and None None Mgmt Guarantees 2.1 Accept Financial Statements and For For Mgmt Statutory Reports 2.2 Approve Allocation of Income and For For Mgmt Cash Dividend of NTD 0.60 per Share and Stock Dividend of 140 Shares per 1000 Shares Held 2.3 Approve Capitalization of 2003 For For Mgmt Dividends and Employee Profit Sharing 3 Other Business None None Mgmt 06/29/04 - A Takeda Chemical Industries J81281115 03/31/04 200 Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 36, Final JY 41, Special JY 0 2 Amend Articles to: Change Company For For Mgmt Name in English to Takeda Pharmaceutical Co. Ltd. - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonus for For For Mgmt Statutory Auditor 06/23/04 - A Teijin Ltd. J82270117 03/31/04 3,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 3, Final JY 3.5, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Executive Stock Option Plan For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 05/04/04 - A Telecom Italia Mobile T9276A104 04/29/04 4,732 Ordinary Business 1 Amend Rules Governing General For For Mgmt Meetings 2 Accept Financial Statements and For For Mgmt Statutory Reports 3 Elect External Auditors For the For For Mgmt Three-Year Term 2004-2006 and Fix Remuneration of Auditors 4 Elect Members of the Board of For For Mgmt Directors 5 Redefine Remuneration of Internal For For Mgmt Statutory Auditors Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations Some of the proposed articles would remove important oversight mechanisms from shareholders and would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective. 04/29/04 - A Telefonica S.A. (Formerly E90183182 None 41,274 Telefonica De Espana, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income, and Discharge Directors 2 Approve Dividend Per Share For For Mgmt 3 Approve Auditors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve General Meeting Guidelines For For Mgmt 6 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/29/04 - A Telefonica S.A. (Formerly 879382208 04/02/04 5,450 Telefonica De Espana, S.A.) Meeting for Holders of ADRs 1 APPROVAL OF THE ANNUAL ACCOUNTS For For Mgmt AND OF THE MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL AS THE PROPOSAL FOR THE APPLICATION OF THE RESULTS OF TELEFONICA, S.A., AND THAT OF THE MANAGEMENT OF ITS BOARD OF DIRE 2 APPROVAL OF THE SHAREHOLDER For For Mgmt REMUNERATION: DISTRIBUTION OF DIVIDENDS FROM 2003 NET INCOME AND FROM THE ADDITIONAL PAID-IN-CAPITAL RESERVE. 3 APPROVAL OF THE DESIGNATION OF THE For For Mgmt ACCOUNTS AUDITOR FOR THE 2004 FISCAL YEAR. 4 APPROVAL OF THE AUTHORIZATION FOR For For Mgmt THE ACQUISITION OF TREASURY STOCK, DIRECTLY OR THROUGH GROUP COMPANIES. 5 APPROVAL, IF APPROPRIATE, OF THE For For Mgmt REGULATIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF TELEFONICA, S.A. . 6 DELEGATION OF POWERS FOR THE For For Mgmt FORMALIZING, INTERPRETING, CORRECTING AND EXECUTING OF THE RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL SHAREHOLDERS MEETING. 04/30/04 - A Telefonica S.A. (Formerly E90183182 None 41,274 Telefonica De Espana, S.A.) 1 Approve Financial Statements, For For Mgmt Allocation of Income, and Discharge Directors 2 Approve Dividend Per Share For For Mgmt 3 Approve Auditors For For Mgmt 4 Authorize Repurchase of Shares For For Mgmt 5 Approve General Meeting Guidelines For For Mgmt 6 Authorize Board to Ratify and For For Mgmt Execute Approved Resolutions 04/20/04 - A/S Television Francaise 1 F91255103 None 2,240 Ordinary Business 1 Approve Financial Statements and For For Mgmt Discharge Directors 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.975 per Share 5 Receive Special Directors' Report For For Mgmt Regarding Stock Option Grants 6 Receive Chairman's and Auditors' For For Mgmt Report Regarding Internal Control Procedures 7 Reelect Alain Pouyat as Director For For Mgmt 8 Confirm Election of Employee For Against Mgmt Representatives to the Board Employee directors may not fulfill their primary obligation to oversee and evaluate management on behalf of shareholders. 9 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 10 Authorize Issuance of For Against Mgmt Bonds/Debentures Full use of this authorization could potentially increase the debt-to-equity ratio to an excessive 189%. The size of the request could put too much power into the hands of management. Special Business 11 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 120 Million Excessive dilution of 278%. 13 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 120 Million Excessive dilution of 278%. 14 Authorize Capital Increase of Up For Against Mgmt to EUR 120 Million for Future Exchange Offers Excessive dilution of 278%. 15 Set Global Limit for Capital For Against Mgmt Increase to Result from All Issuance Requests at EUR 120 Million Excessive dilution of 278%. 16 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 17 Approve Issuance of Equity-Linked For Against Mgmt Securities Reserved for Employees Participating in Savings-Related Share Purchase Plan Approval of this plan could increase employee participation to an excessive 13.56%. 18 Amend Articles of Association to For For Mgmt Reflect 2003 Regulation Changes Re: Related-Party Transactions and Internal Control Procedures 19 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/18/04 - A Tesco Plc G87621101 None 149,860 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 4.77 For For Mgmt Pence Per Ordinary Share 4 Amend Articles of Association Re: For For Mgmt Director's Retirement Age 5 Re-elect Charles Allen as Director For For Mgmt 6 Re-elect Philip Clarke as Director For For Mgmt 7 Re-elect Harald Einsmann as For For Mgmt Director 8 Re-elect Veronique Morali as For For Mgmt Director 9 Re-elect Graham Pimlott as Director For For Mgmt 10 Elect Richard Brasher as Director For For Mgmt 11 Elect Ken Hydon as Director For For Mgmt 12 Elect Mervyn Davies as Director For For Mgmt 13 Elect David Reid as Director For For Mgmt 14 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors and Authorise Board to Fix Remuneration of Auditors 15 Approve Increase in Authorised For For Mgmt Share Capital from GBP 481,600,000 to GBP 530,000,000 16 Approve Scrip Dividend For For Mgmt 17 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 128.07 Million 18 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19.21 Million 19 Authorise 768.44 Million Ordinary For For Mgmt Shares for Market Purchase 20 Authorise Tesco Stores CR a.s. to For For Mgmt Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 21 Authorise Tesco Stores SR a.s. to For For Mgmt Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 22 Authorise Tesco Global Rt to Make For For Mgmt EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 23 Authorise Tesco Polska Sp z.o.o. For For Mgmt to Make EU Political Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 24 Approve the Tesco PLC Performance For For Mgmt Share Plan 2004 25 Approve the Tesco PLC 2004 For For Mgmt Discretionary Share Option Plan 04/26/04 - A/S THOMSON (formerly Thomson F91823108 None 10,600 Multimedia) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 0.26 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Appointment of Paul Murray For Against Mgmt as Director Lack of information regarding board composition and nominees. 6 Ratify Appointment of Henry P. For Against Mgmt Vigil as Director Lack of information regarding board composition and nominees. 7 Ratify Appointment of Eric For Against Mgmt Bourdais de Charbonniere as Director Lack of information regarding board composition and nominees. 8 Reelect Thierry Breton as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 9 Reelect Frank Dangeard as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 10 Reelect Eddy Hartenstein as For Against Mgmt Director for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 11 Reelect Igor Landau as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 12 Reelect Pierre Lescure as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 13 Reelect Henry P. Vigil as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 14 Reelect Didier Lombard as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 Lack of information regarding board composition and nominees. 15 Ratify Mazars & Guerard as Auditors For For Mgmt 16 Ratify Patrick de Cambourg as For For Mgmt Alternate Auditors 17 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 450,000 18 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 19 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 20 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 21 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million 22 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million 23 Confirm Share Issuance in the For For Mgmt Amount of EUR 15 Million in Favor of Carlton Communications PLC 24 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 25 Amend Articles of Association to For Against Mgmt Reflect 2003 Legal Changes Re: Shareholding Disclosure, Role of Chairman, and Access to Information; Reduction in Directors' Terms from Five to Four Years; and References of Government Representatives on the Board A level of disclosure below 5 percent does not add substantially to shareholders' interests and is often only a pretext for an antitakeover defense. A lower level also requires a greater number of shareholders to disclose their ownership, causing a greater burden to shareholders and to the company 26 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/07/04 - A/S THOMSON (formerly Thomson F91823108 None 10,600 Multimedia) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 0.26 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Ratify Appointment of Paul Murray For Against Mgmt as Director 6 Ratify Appointment of Henry P. For Against Mgmt Vigil as Director 7 Ratify Appointment of Eric For Against Mgmt Bourdais de Charbonniere as Director 8 Reelect Thierry Breton as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 9 Reelect Frank Dangeard as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 10 Reelect Eddy Hartenstein as For Against Mgmt Director for a Term Lasting Four Years, Subject to Approval of Item 25 11 Reelect Igor Landau as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 12 Reelect Pierre Lescure as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 13 Reelect Henry P. Vigil as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 14 Reelect Didier Lombard as Director For Against Mgmt for a Term Lasting Four Years, Subject to Approval of Item 25 15 Ratify Mazars & Guerard as Auditors For For Mgmt 16 Ratify Patrick de Cambourg as For For Mgmt Alternate Auditors 17 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 450,000 18 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 19 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 20 Approve Reduction in Share Capital For For Mgmt via Cancellation of Repurchased Shares 21 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million 22 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million 23 Confirm Share Issuance in the For For Mgmt Amount of EUR 15 Million in Favor of Carlton Communications PLC 24 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 25 Amend Articles of Association to For Against Mgmt Reflect 2003 Legal Changes Re: Shareholding Disclosure, Role of Chairman, and Access to Information; Reduction in Directors' Terms from Five to Four Years; and References of Government Representatives on the Board 26 Authorize Filing of Required For For Mgmt Documents/Other Formalities 08/11/03 - S Tomkins Plc G89158136 None 100,792 1 Amend Articles of Association Re: For For Mgmt Redemption of the Redeemable Convertible Shares 2 Authorize the Early Redemption of For For Mgmt the Redeemable Preference Shares 05/21/04 - A Tomkins Plc G89158136 None 81,002 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 7.4 For For Mgmt Pence Per Share 4 Re-elect David Newlands as Director For For Mgmt 5 Re-elect Kenneth Lever as Director For For Mgmt 6 Re-elect Sir Brian Pitman as For For Mgmt Director 7 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors of the Company 8 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 12,887,706 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,933,155 11 Authorise 77,326,236 Ordinary For For Mgmt Shares for Market Purchase 12 Amend Articles Re: Wordings For For Mgmt 04/28/04 - A/S Total S.A. (Formerly Total F92124100 None 12,120 Fina Elf S.A ) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 4.70 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissuance of Repurchased Shares 6 Authorize Issuance of For For Mgmt Bonds/Debentures 7 Reelect Thierry Desmarest as For For Mgmt Director 8 Reelect Thierry de Rudder as For For Mgmt Director 9 Reelect Serge Tchuruk as Director For For Mgmt 10 Elect Daniel Boeuf as For For Mgmt Representative of Employee Shareholders to the Board 11 Elect Philippe Marchandise as Against Against Mgmt Representative of Employee Shareholders to the Board 12 Elect Cyril Mouche as Against Against Mgmt Representative of Employee Shareholders to the Board 13 Elect Alan Cramer as Against Against Mgmt Representative of Employee Shareholders to the Board 14 Ratify Ernst & Young Audit as For For Mgmt Auditors 15 Ratify KPMG Audit as Auditors For For Mgmt 16 Ratify Pierre Jouanne as Alternate For For Mgmt Auditor 17 Ratify Jean-Luc Decornoy as For For Mgmt Alternate Auditor 18 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 900,000 Special Business 19 Approve Stock Option Plan Grants For For Mgmt 20 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 21 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 22 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 05/14/04 - A/S Total S.A. (Formerly Total F92124100 None 24,240 Fina Elf S.A ) Ordinary Business 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Allocation of Income and For For Mgmt Net Dividends of EUR 4.70 per Share 4 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital and Reissuance of Repurchased Shares 6 Authorize Issuance of For For Mgmt Bonds/Debentures 7 Reelect Thierry Desmarest as For For Mgmt Director 8 Reelect Thierry de Rudder as For For Mgmt Director 9 Reelect Serge Tchuruk as Director For For Mgmt 10 Elect Daniel Boeuf as For For Mgmt Representative of Employee Shareholders to the Board 11 Elect Philippe Marchandise as Against Against Mgmt Representative of Employee Shareholders to the Board 12 Elect Cyril Mouche as Against Against Mgmt Representative of Employee Shareholders to the Board 13 Elect Alan Cramer as Against Against Mgmt Representative of Employee Shareholders to the Board 14 Ratify Ernst & Young Audit as For For Mgmt Auditors 15 Ratify KPMG Audit as Auditors For For Mgmt 16 Ratify Pierre Jouanne as Alternate For For Mgmt Auditor 17 Ratify Jean-Luc Decornoy as For For Mgmt Alternate Auditor 18 Approve Remuneration of Directors For For Mgmt in the Aggregate Amount of EUR 900,000 Special Business 19 Approve Stock Option Plan Grants For For Mgmt 20 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 21 Authorize Issuance of Equity or For Against Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 22 Approve Capital Increase Reserved For For Mgmt for Employees Participating in Savings-Related Share Purchase Plan 06/23/04 - A Toyota Motor Corp. J92676113 03/31/04 1,400 Management Proposals 1 Approve Allocation of Income, For Against Mgmt Including the Following Dividends: Interim JY 20, Final JY 25, Special JY 0 Because we believe support for the higher dividend proposed by shareholders in Item 7 would likely spur demand for Toyota shares and help boost the share price, we recommend that shareholders oppose this resolution. 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4 Approve Executive Stock Option Plan For For Mgmt 5 Authorize Share Repurchase Program For For Mgmt 6 Approve Retirement Bonuses for For For Mgmt Directors and Special Bonus for Family of Deceased Director Shareholder Proposals 7 Approve Alternate Allocation of Against For ShrHoldr Income, with a Final Dividend of JY 40 Per Share Because we believe support for the higher dividend proposed by shareholders in Item 7 is likely to increase demand for Toyota shares and help boost the share price, we recommend that shareholders support this resolution. 8 Amend Articles of Incorporation to Against For ShrHoldr Require Disclosure of Individual Compensation Levels of Directors and Statutory Auditors Because we believe the proposed amendment will improve the flow of useful, relevant information to shareholders, and should enhance the company's overall reputation for transparency, we recommend support for this resolution. 9 Amend Articles of Incorporation to Against Against ShrHoldr Prohibit Corporate Donations to Political Parties and Political Fundraising Groups 04/15/04 - A Ubs Ag H8920M855 None 18,630 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Allocation of Income and For For Mgmt Dividends of CHF 2.60 per Share 3 Approve Discharge of Board and For For Mgmt Senior Management 4 Elect Directors For For Mgmt 4.3 Ratify Ernst and Young as Auditors For For Mgmt 5.1 Approve CHF 47.6 Million Reduction For For Mgmt in Share Capital via Cancellation of Shares 5.2 Authorize Repurchase of Issued For For Mgmt Share Capital 04/15/04 - A Ubs Ag H8920M855 03/10/04 1,012 Meeting for Holders of ADRs 1 ANNUAL REPORT, GROUP AND PARENT For For Mgmt COMPANY ACCOUNTS FOR 2003. REPORTS OF THE GROUP AND STATUTORY AUDITORS 2 APPROPRIATION OF RETAINED For For Mgmt EARNINGS. DIVIDEND FOR FINANCIAL YEAR 2003 3 DISCHARGE OF THE MEMBERS OF THE For For Mgmt BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD 4 RE-ELECTION OF BOARD MEMBER: SIR For For Mgmt PETER DAVIS 5 ELECTION OF NEW BOARD MEMBER: For For Mgmt STEPHAN HAERINGER 6 ELECTION OF NEW BOARD MEMBER: For For Mgmt HELMUT PANKE 7 ELECTION OF NEW BOARD MEMBER: For For Mgmt PETER SPUHLER 8 RE-ELECTION OF GROUP AND STATUTORY For For Mgmt AUDITORS ERNST & YOUNG LTD., BASEL 9 CAPITAL REDUCTION: CANCELLATION OF For For Mgmt SHARES REPURCHASED UNDER THE 2003/2004 SHARE BUYBACK PROGRAM AND RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION 10 CAPITAL REDUCTION: APPROVAL OF A For For Mgmt NEW 2004/2005 SHARE BUYBACK PROGRAM 11 IN CASE OF AD-HOC SHAREHOLDERS For Against Mgmt MOTIONS DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS Details of other business not disclosed by company. 06/08/04 - A UCB B93562120 None 135 1 Receive Directors' Report None None Mgmt 2 Receive Auditors' Report None None Mgmt 3 Approve Financial Statements and For For Mgmt Allocation of Income 4 Approve Discharge of Directors For For Mgmt 5 Approve Discharge of Auditors For For Mgmt 6 Reelect M. Eyskens and Prince For For Mgmt Laurent as Independent Directors; Elect Frederik Rock Doliveux as Director; Reelect Daniel Goosens as Auditor; Approve Remuneration of Auditors of EUR 129,000 for the UCB Group, of Which EUR 60,000 for UCB S.A. 06/25/04 - A UFJ Holdings Inc. J9400N106 03/31/04 125 1 Approve Allocation of Retained For For Mgmt Earnings, with No Dividends on Ordinary Shares 2 Amend Articles to: Decrease For For Mgmt Authorized Preferred Share Capital to Reflect Conversion of Preferred to Ordinary Shares - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 04/30/04 - A/S Unicredito Italiano SpA (Form T95132105 04/23/04 172,243 .Credito Italiano) Special Business 1 Approve Issuance of Maximum 60 For For Mgmt Million Shares Pursuant to Share Option Scheme In Favor of Managers/Directors of the Group 2 Approve Issuance of Maximum 104.85 For For Mgmt Million Shares Pursuant to Share Option Scheme In Favor of Employees of the Group Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Authorize Share Repurchase Program For For Mgmt 3 Approve Allocation of Income For For Mgmt 4 Appoint Internal Statutory For For Mgmt Auditors, Chairman, and Two Alternate Auditors 5 Approve Annual Remuneration of For For Mgmt Internal Statutory Auditors 6 Elect External Auditors, KPMG Spa, For For Mgmt and Fix Remuneration of Auditors 05/04/04 - A/S Unicredito Italiano SpA (Form T95132105 None 172,243 .Credito Italiano) Special Business 1 Approve Issuance of Maximum 60 For For Mgmt Million Shares Pursuant to Share Option Scheme In Favor of Managers/Directors of the Group 2 Approve Issuance of Maximum 104.85 For For Mgmt Million Shares Pursuant to Share Option Scheme In Favor of Employees of the Group Ordinary Business 1 Accept Financial Statements, For For Mgmt Consolidated Accounts, and Statutory Reports 2 Authorize Share Repurchase Program For For Mgmt 3 Approve Allocation of Income For For Mgmt 4 Appoint Internal Statutory For For Mgmt Auditors, Chairman, and Two Alternate Auditors 5 Approve Annual Remuneration of For For Mgmt Internal Statutory Auditors 6 Elect External Auditors, KPMG Spa, For For Mgmt and Fix Remuneration of Auditors 06/25/04 - S Unicredito Italiano SpA (Form T95132105 06/18/04 8,614 .Credito Italiano) Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations; Introduce One New Article in the Bylaws; Cancel Rules Governing General Meetings As Part of the Company's Bylaws Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. Ordinary Business 1 Approve Rules Governing General For For Mgmt Meetings 06/28/04 - S Unicredito Italiano SpA (Form T95132105 None 8,614 .Credito Italiano) Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations; Introduce One New Article in the Bylaws; Cancel Rules Governing General Meetings As Part of the Company's Bylaws Ordinary Business 1 Approve Rules Governing General For For Mgmt Meetings 06/29/04 - S Unicredito Italiano SpA (Form T95132105 None 8,614 .Credito Italiano) Special Business 1 Amend Articles To Reflect New For Against Mgmt Italian Company Law Regulations; Introduce One New Article in the Bylaws; Cancel Rules Governing General Meetings As Part of the Company's Bylaws Ordinary Business 1 Approve Rules Governing General For For Mgmt Meetings 06/29/04 - A Uniden Corp. J94148103 03/31/04 13,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 12.5, Final JY 12.5, Special JY 0 2 Elect Directors For For Mgmt 3.1 Appoint Internal Statutory Auditor For For Mgmt 3.2 Appoint Internal Statutory Auditor For For Mgmt 4 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors The payment of such bonuses to non-executives is a highly inappropriate practice. 05/12/04 - A Unilever Plc G92087124 None 62,747 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 11.92 For For Mgmt Pence Per Ordinary Share 4 Re-elect Niall Fitzgerald as For For Mgmt Director 5 Re-elect Antony Burgmans as For For Mgmt Director 6 Re-elect Clive Butler as Director For For Mgmt 7 Re-elect Patrick Cescau as Director For For Mgmt 8 Re-elect Keki Dadiseth as Director For For Mgmt 9 Re-elect Andre baron van Heemstra For For Mgmt as Director 10 Re-elect Rudy Markham as Director For For Mgmt 11 Elect Kees van der Graaf as For For Mgmt Director 12 Re-elect Lord Brittan of For For Mgmt Spennithorne as Director 13 Re-elect Baroness Chalker of For For Mgmt Wallasey as Director 14 Re-elect Bertrand Collomb as For For Mgmt Director 15 Re-elect Wim Dik as Director For For Mgmt 16 Re-elect Oscar Fanjul as Director For For Mgmt 17 Re-elect Claudio Gonzalez as For For Mgmt Director 18 Re-elect Hilmar Kopper as Director For For Mgmt 19 Re-elect The Lord Simon of For For Mgmt Highbury as Director 20 Re-elect Jeroen van der Veer as For For Mgmt Director 21 Re-appoint PricewaterhouseCoopers For For Mgmt LLP as Auditors of the Company 22 Authorise Board to Fix For For Mgmt Remuneration of the Auditors 23 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,450,000 24 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2 Million 25 Authorise 290 Million Ordinary For For Mgmt Shares for Market Purchase 26 Amend Articles of Association Re: For For Mgmt New Corporate Governance Arrangements 27 Amend Articles of Association Re: For For Mgmt Treasury Shares 05/06/04 - A United Business Media Plc (Fm. G92272106 None 15,488 United News & Media Plc) 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Approve Final Dividend of 5.7 For For Mgmt Pence Per Share 4 Re-elect John Botts as Director For For Mgmt 5 Re-elect Malcolm Wall as Director For For Mgmt 6 Re-appoint Ernst and Young LLP as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 7 Authorise 33,582,615 Ordinary For For Mgmt Shares for Market Purchase 8 Authorise 6,212,819 B Shares for For For Mgmt Market Purchase 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 27,985,513 10 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,197,827 11 Authorise EU Political Donations For For Mgmt and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 100,000 12 Approve United Business Media 2004 For For Mgmt Uk and International Sharesave Schemes 04/29/04 - A United Overseas Bank V96194127 None 19,618 1 Adopt Financial Statements and For For Mgmt Directors' and Auditors' Reports 2 Declare Final Dividend of SGD 0.40 For For Mgmt Per Share 3 Approve Directors' Fees of SGD For For Mgmt 618,750 4 Reappoint Ernst & Young as For For Mgmt Auditors and Authorize Board to Fix Their Remuneration 5 Reelect Sim Wong Hoo as Director For For Mgmt 6 Reelect Lim Pin as Director For For Mgmt 7 Reelect Margaret Lien Wen Hsien as For For Mgmt Director 8 Reelect Ng Boon Yew as Director For For Mgmt 9 ReappointWee Cho Yaw as Director For For Mgmt 10 Approve Issuance of Shares and For Against Mgmt Grant of Options Pursuant to the 1999 Share Option Scheme Excessive dilution of 10%. 11 Approve Issuance of Shares without For For Mgmt Preemptive Rights 04/29/04 - S United Overseas Bank V96194127 None 19,618 1 Authorize Share Repurchase Program For For Mgmt 05/06/04 - A Vivendi Universal SA (Formerly F7063C114 None 7,206 Vivendi) Annual Meeting Agenda 1 Approve Financial Statements and For For Mgmt Statutory Reports 2 Accept Consolidated Financial For For Mgmt Statements and Statutory Reports 3 Approve Special Auditors' Report For For Mgmt Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Mgmt Omission of Dividends 5 Reelect Jean-Rene Fourtou as For For Mgmt Director 6 Reelect Claude Bebear as Director For For Mgmt 7 Reelect Gerard Bremond as Director For For Mgmt 8 Reelect Bertrand Collomb as For For Mgmt Director 9 Reelect Paul Fribourg as Director For For Mgmt 10 Reelect Gerard Kleisterlee as For For Mgmt Director 11 Reelect Henri Lachmann as Director For For Mgmt 12 Elect Karel Van Miert as Director For For Mgmt 13 Elect Pierre Rodocanachi as For For Mgmt Director 14 Ratify Cooptation of Gabriel For For Mgmt Hawawini as Director 15 Authorize Issuance of For For Mgmt Bonds/Debentures in the Aggregate Value of Up to EUR 7 Billion 16 Authorize Repurchase of Up to Five For For Mgmt Percent of Issued Share Capital 17 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/20/04 - A Vnu (Nv Verenigd Bezit Vnu) N93612104 04/13/04 206 1 Open Meeting None None Mgmt 2 Receive Report of Management Board None None Mgmt 3.1 Approve Financial Statements and For For Mgmt Statutory Reports 3.2 Approve Discharge of Management For For Mgmt Board 3.3 Approve Discharge of Supervisory For For Mgmt Board 4.1 Receive Explanation of Company's None None Mgmt Reserves and Dividend Policy 4.2 Approve Dividends For For Mgmt 5 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 6.1 Grant Board Authority to Issue For For Mgmt Common and Seven Percent Preference Shares Up to 20 Percent of Issued Share Capital 6.2 Grant Board Authority to Issue All For For Mgmt Authorized Yet Unissued Preference B Shares Restricting/Excluding Preemptive Rights 6.3 Grant Board Authority to Exclude For For Mgmt Preemptive Rights from Issuance of Common Shares Under Item 6.1 7 Ratify Auditors For For Mgmt 8 Discussion about Company's None None Mgmt Corporate Governance Report 9 Approve Remuneration of Management For For Mgmt Board 10 Reelect P. Elverding and J. For For Mgmt Brentjes to Supervisory Board 11 Approve Remuneration of For For Mgmt Supervisory Board 12 Other Business None None Mgmt 13 Close Meeting None None Mgmt 07/30/03 - A Vodafone Group PLC G93882101 None 1,136,428 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Remuneration Report For For Mgmt 3 Reelect Lord MacLaurin of For For Mgmt Knebworth as Director 4 Reelect Kenneth Hydon as Director For For Mgmt 5 Reelect Thomas Geitner as Director For For Mgmt 6 Reelect Alec Broers as Director For For Mgmt 7 Reelect Juergen Schrempp as For For Mgmt Director 8 Elect John Buchanan as Director For For Mgmt 9 Approve Final Dividend of 0.8983 For For Mgmt Pence Per Share 10 Ratify Deloitte and Touche as For For Mgmt Auditors 11 Authorize Board to Fix For For Mgmt Remuneration of Auditors 12 Authorize EU Political Donations For For Mgmt up to GBP 100,000 13 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Mgmt Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Mgmt Share Repurchase Program 12/09/03 - E Vodafone Holdings K.K. (frm. J27859107 10/27/03 218 Japan Telecom Holdings Co., Ltd 1 Amend Articles to: Change Location For For Mgmt of Head Office - Change Company Name to Vodafone Holdings K.K. 2 Approve Reduction in Capital For For Mgmt Reserves 3 Elect Director For For Mgmt 02/25/04 - A Wal-Mart de Mexico S.A. de P98180105 None 121,811 C.V. (frmrly. Cifra S.A.) Ordinary Business 1 Accept Chairman's Report For For Mgmt 2 Accept Audit Committee's Report For For Mgmt 3 Accept Supervisory Board Report For For Mgmt 4 Accept Financial Statements For For Mgmt 5 Accept Report Re: Share Repurchase For For Mgmt Reserve 6 Cancel 27.6 Million Series C For For Mgmt Treasury Shares Special Business 7 Approve Conversion of Class C For For Mgmt Shares into Class V Shares, Increasing Voting Rights of Class C Shareholders Ordinary Business 8 Approve Allocation of Income For For Mgmt 9 Approve Dividend of MXN 0.44 Per For For Mgmt Share Payable in Cash or Shares Special Business 10 Approve MXN 1.9 Billion Increase For For Mgmt in Variable Capital Through Issuance of 98.4 Million Common Shares to Service Stock Dividend Payout Proposed in Previous Item; Cancel Unused Portion of Capital Increase 11 Amend Articles For For Mgmt Ordinary Business 12 Accept Report Re: Employee Stock For Against Mgmt Option Plan Lack of information 13 Accept Report Re: Wal-Mart de For For Mgmt Mexico Foundation 14 Approve Discharge of Directors For For Mgmt 15 Elect Members of Management and For For Mgmt Supervisory Boards 16 Approve Minutes of Meeting For For Mgmt 05/20/04 - A Wm Morrison Supermarkets PLC G62748119 None 59,800 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 2.7 For For Mgmt Pence Per Share 3 Re-elect Marie Melnyk as Director For For Mgmt 4 Re-elect Roger Owen as Director For For Mgmt 5 Approve Remuneration Report For Against Mgmt Due to the lack of adequate disclosure and rolling retesting for options, this item is not supportable. 6 Re-appoint KPMG Audit Plc as For For Mgmt Auditors and Authorise Board to Fix Remuneration of Auditors 7 Authorise 151,900,000 Ordinary For For Mgmt Shares and 144,476 Convertible Preference Shares for Market Purchase 8 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 80 Million 9 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,255,325 04/21/04 - A Wolters Kluwer Nv N9643A114 None 13,464 1 Open Meeting None None Mgmt 2.1 Receive Report of Management Board None None Mgmt 2.2 Receive Report of Supervisory Board None None Mgmt 2.3 Approve Financial Statements and For For Mgmt Statutory Reports 2.4 Approve Allocation of Income and For For Mgmt Dividends of EUR 0.55 Per Share 3 Discussion about Company's None None Mgmt Corporate Governance Report 4.1 Approve Discharge of Management For For Mgmt Board 4.2 Approve Discharge of Supervisory For For Mgmt Board 5 Elect Supervisory Board Member For For Mgmt 6.1 Approve Remuneration Policy for For For Mgmt Management Board Members 6.2 Approve Long-Term Incentive Plan For For Mgmt for Management Board Members 7 Grant Board Authority to Issue Up For For Mgmt to 20 Percent of the Authorized Yet Unissued Shares Restricting/Excluding Preemptive Rights 8 Authorize Repurchase of Up to Ten For For Mgmt Percent of Issued Share Capital 9 Other Business None None Mgmt 10 Close Meeting None None Mgmt 04/07/04 - S WPP Group Plc G97974102 None 83,650 1 Approve 2004 Leadership Equity For For Mgmt Acquisition Plan 04/16/04 - S WPP Group Plc G97974102 None 83,650 1 Approve 2004 Leadership Equity For For Mgmt Acquisition Plan 06/28/04 - A WPP Group Plc G97974102 None 83,650 1 Accept Financial Statements and For For Mgmt Statutory Reports 2 Approve Final Dividend of 4.4 For For Mgmt Pence Per Ordinary Share 3a Elect Orit Gadiesh as Director For For Mgmt 3b Elect Koichiro Naganuma as Director For For Mgmt 3c Elect Paul Spencer as Director For For Mgmt 3d Re-elect Philip Lader as Director For For Mgmt 3e Re-elect Jeremy Bullmore as For For Mgmt Director 3f Re-elect John Jackson as Director For For Mgmt 3g Re-elect Stanley Morten as Director For For Mgmt 3h Re-elect John Quelch as Director For For Mgmt 4 Re-appoint Deloitte and Touche LLP For For Mgmt as Auditors and Authorise Board to Fix Remuneration of Auditors 5 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 39,334,225 6 Authorise Issuance of Equity or For For Mgmt Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,900,134 7 Authorise 118,002,676 Ordinary For For Mgmt Shares for Market Purchase 8 Approve Remuneration Report For For Mgmt 9 Amend the Capital Investment Plan For For Mgmt 10 Amend the Notional Share Award Plan For For Mgmt 11 Approve Increase in Remuneration For For Mgmt of Non-Executive Directors from GBP 450,000 to GBP 1,000,000 06/24/04 - A Yamanouchi Pharmaceutical Co. J96216122 03/31/04 14,000 Ltd. 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 15, Final JY 16, Special JY 0 2 Amend Articles to: Authorize Share For For Mgmt Repurchases at Board's Discretion Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, this item is not supportable. 3 Approve Merger Agreement with For For Mgmt Fujisawa Pharmaceutical Co. 4 Elect Directors For For Mgmt 5.1 Appoint Internal Statutory Auditor For For Mgmt 5.2 Appoint Internal Statutory Auditor For For Mgmt 6 Approve Executive Stock Option Plan For For Mgmt 7 Approve Retirement Bonuses for For For Mgmt Directors 06/29/04 - A Yamato Transport Co. Ltd. J96612114 03/31/04 1,000 1 Approve Allocation of Income, For For Mgmt Including the Following Dividends: Interim JY 8, Final JY 10, Special JY 0 2 Amend Articles to: Reduce Board For For Mgmt Size - Streamline Board Structure - Authorize Share Repurchases at Board's Discretion 3 Elect Directors For For Mgmt 4.1 Appoint Internal Statutory Auditor For For Mgmt 4.2 Appoint Internal Statutory Auditor For For Mgmt 4.3 Appoint Internal Statutory Auditor For For Mgmt 5 Approve Retirement Bonuses for For For Mgmt Directors and Statutory Auditors and Payments to Continuing Directors and Auditors in Connection with Abolition of Retirement Bonus System The payment of such bonuses to non-executives is a highly inappropriate practice. 11/28/03 - S YUKOS OIL 98849W108 09/25/03 3,628 Elect 11 Directors by Cumulative Voting 1 Elect Directors For For Mgmt 2 Adopt New Charter For Against Mgmt Lack of information 3 Approve Dividends for First Nine For For Mgmt Months of 2003 06/24/04 - A YUKOS OIL 98849W108 05/27/04 6,728 Meeting for Holders of ADRs 1 APPROVAL OF THE ANNUAL REPORT OF For For Mgmt YUKOS OIL COMPANY FOR 2003. 2 APPROVAL OF THE ANNUAL ACCOUNTING For For Mgmt REPORTS, INCLUDING THE PROFIT AND LOSS ACCOUNT, OF YUKOS OIL COMPANY FOR FY 2003. 3 APPROVAL OF DISTRIBUTION OF PROFIT For For Mgmt OF YUKOS OIL COMPANY FOR FY 2003, INCLUDING PAYMENT OF DIVIDEND ON COMMON SHARES OF YUKOS OIL COMPANY, AND OF LOSSES FOR FY 2003. 4 ELECTION OF THE BOARD OF DIRECTORS For For Mgmt OF YUKOS OIL COMPANY. 5 ELECTION OF MURASHOVA ANTONINA B. For For Mgmt TO THE AUDITING COMMISSION OF YUKOS OIL COMPANY. 6 ELECTION OF BRITKOVA ELENA V. TO For For Mgmt THE AUDITING COMMISSION OF YUKOS OIL COMPANY. 7 ELECTION OF SERZHANOVA MARGARITA For For Mgmt O. TO THE AUDITING COMMISSION OF YUKOS OIL COMPANY. 8 APPROVAL OF THE AUDITOR OF YUKOS For For Mgmt OIL COMPANY FOR 2004. 9 APPROVAL OF THE TOTAL AMOUNT OF For For Mgmt REMUNERATION AND REIMBURSEMENTS OF DIRECTORS OF YUKOS OIL COMPANY FOR THE PERIOD 2004-2005. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LARGE CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 4,850 1 Elect Directors For For 1.1 Elect Director William T. Coleman III --- For We recommend a vote FOR the directors. 1.2 Elect Director Dale Crandall --- For 1.3 Elect Director William H. Janeway --- For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 2,900 1 Elect Directors For For 2 Ratify Auditors For For 07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 1,050 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 21,700 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 2,610 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 1,300 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 09/30/03 - A Flextronics International Ltd. Y2573F102 None 6,700 *FLEX* 1 Reelect Richard Sharp as Director For For 2a Reelect James Davidson as Director For For 2b Reelect Lip-Bu Tan as Director For For 3 Reelect Patrick Foley as Director For For 4 Reappoint Deloitte & Touche as For For Auditors and Authorize Board to Fix Their Remuneration 5 Amend 1997 Employee Share Purchase For For Plan 6 Approve Issuance of Shares without For For Preemptive Rights 7 Approve Nonexecutive Directors' Fees For For 8 Authorize Share Repurchase Program For For 08/11/03 - A Forest Laboratories, Inc. *FRX* 345838106 06/20/03 4,140 1 Elect Directors For Split 1.1 Elect Director Howard Solomon --- Withhold We recommend a vote FOR the directors with the exceptions of Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon. We recommend that shareholders WITHHOLD votes from Phillip M. Satow for standing as an affiliated outsider on the Audit Committee and Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon for failure to establish an independent nominating committee. 1.2 Elect Director William J. Candee, III --- For 1.3 Elect Director George S. Cohan --- For 1.4 Elect Director Dan L. Goldwasser --- For 1.5 Elect Director Lester B. Salans, M.D. --- For 1.6 Elect Director Kenneth E. Goodman --- Withhold 1.7 Elect Director Phillip M. Satow --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For For 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 2,250 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 13,680 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 2,200 *NSM* 1 Elect Directors For Split 1.1 Elect Director Brian L. Halla --- For We recommend a vote FOR the directors with the exception of Gary P. Arnold. We recommend that shareholders WITHHOLD votes from Gary P. Arnold for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Steven R. Appleton --- For 1.3 Elect Director Gary P. Arnold --- Withhold 1.4 Elect Director Richard J. Danzig --- For 1.5 Elect Director Robert J. Frankenberg --- For 1.6 Elect Director E. Floyd Kvamme --- For 1.7 Elect Director Modesto A. Maidique --- For 1.8 Elect Director Edward R. Mccracken --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 4,250 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 950 1 Elect Directors For Split 1.1 Elect Director Thomas E. Clarke as Class A Director --- For We recommend a vote FOR the directors with the exceptions of John R. Thompson, Jr. and Richard K. Donahue. We recommend that shareholders WITHHOLD votes from John R. Thompson, Jr. for poor attendance and Richard K. Donahue for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Ralph D. DeNunzio as Class A Director --- For 1.3 Elect Director Richard K. Donahue as Class A Director --- Withhold 1.4 Elect Director Delbert J. Hayes as Class A Director --- For 1.5 Elect Director Douglas G. Houser as Class A Director --- For 1.6 Elect Director Jeanne P. Jackson as Class A Director --- For 1.7 Elect Director Philip H. Knight as Class A Director --- For 1.8 Elect Director Charles W. Robinson as Class A Director --- For 1.9 Elect Director John R. Thompson, Jr. as Class A Director --- Withhold 1.10 Elect Director Jill K. Conway as Class B Director --- For 1.11 Elect Director Alan B. Graf, Jr. as Class B Director --- For 1.12 Elect Director John E. Jaqua as Class B Director --- For 1.13 Elect Director A. Michael Spence as Class B Director --- For 2 Amend Omnibus Stock Plan For Against 3 Ratify Auditors For For 07/31/03 - A Red Hat, Inc. *RHAT* 756577102 06/02/03 2,950 1 Elect Directors For Split 1.1 Elect Director F. Selby Wellman --- Withhold We recommend that shareholders vote FOR Dr. W. Steve Albrecht, but WITHHOLD votes from independent outsider Dr. Marye Anne Fox for poor attendance and from Audit Committee member F. Selby Wellman for paying excessive non-audit fees. 1.2 Elect Director Dr. Marye Anne Fox --- Withhold 1.3 Elect Director Dr. W. Steve Albrecht --- For 2 Ratify Auditors For Against 08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 2,450 1 Elect Directors For For 1.1 Elect Director Brian J. Farrell --- For 1.2 Elect Director Lawrence Burstein --- For 1.3 Elect Director Brian Dougherty --- For 1.4 Elect Director James L. Whims --- For 1.5 Elect Director L. Gregory Ballard --- For 1.6 Elect Director Henry T. DeNero --- For 2 Ratify Auditors For For 3 Amend Stock Option Plan For For 4 Approve Option Exchange Program For For 07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 1,850 1 Elect Directors For For 07/30/03 - A Vodafone Group PLC 92857W100 None 5,850 1 Accept Financial Statements and For For Statutory Reports 2 Approve Remuneration Report For For 3 Reelect Lord MacLaurin of Knebworth For For as Director 4 Reelect Kenneth Hydon as Director For For 5 Reelect Thomas Geitner as Director For For 6 Reelect Alec Broers as Director For For 7 Reelect Juergen Schrempp as Director For For 8 Elect John Buchanan as Director For For 9 Approve Final Dividend of 0.8983 For For Pence Per Share 10 Ratify Deloitte and Touche as For For Auditors 11 Authorize Board to Fix Remuneration For For of Auditors 12 Authorize EU Political Donations up For For to GBP 100,000 13 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Share Repurchase Program 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 4,800 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 3,500 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LARGE CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 3,450 *AW* 1 Approve Conversion of Securities For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 2,502 1 Increase Authorized Common Stock For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 850 1 Elect Directors For For 2 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 900 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 2,550 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 5 Adjourn Meeting For Against 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 4,000 1 Increase Authorized Common Stock For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 2,695 1 Elect Directors For For 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 57,850 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 11,050 1 Approve Merger Agreement For For 11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 3,400 *FOX* 1 Elect Directors For Split 1.1 Elect Director K. Rupert Murdoch, AC --- Withhold We recommend a vote FOR the directors with the exception of insiders Lachlan K. Murdoch, Arthur M. Siskind, David F. DeVoe, Peter Chernin, and K. Rupert Murdoch, AC. We recommend that shareholders WITHHOLD votes from Lachlan K. Murdoch, Arthur M. Siskind and David F. DeVoe for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Peter Chernin and K. Rupert Murdoch for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Peter Chernin --- Withhold 1.3 Elect Director David F. DeVoe --- Withhold 1.4 Elect Director Arthur M. Siskind --- Withhold 1.5 Elect Director Lachlan K. Murdoch --- Withhold 1.6 Elect Director Christos M. Cotsakos --- For 1.7 Elect Director Thomas W. Jones --- For 1.8 Elect Director Peter Powers --- For 2 Ratify Auditors For For 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 2,600 1 Amend Articles For For 2 Amend Articles For For 3 Approve Hughes Split-Off For For 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 1,100 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 4,800 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 4,600 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 5,950 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 61,800 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 2,600 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 37,700 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 4,650 1 Elect Directors For Split 1.1 Elect Director B. Thomas Golisano --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Joseph M. Tucci, J. Robert Sebo, G. Thomas Clark and insider B. Thomas Golisano. We recommend that shareholders WITHHOLD votes from G. Thomas Clark, Joseph M. Tucci, B. Thomas Golisano and J. Robert Sebo for failure to establish an independent nominating committee and from G.Thomas Clark for standing as an affiliated outsider on the Audit Committee and Joseph M. Tucci for standing as an affiliated outsider on the Compensation committee. 1.2 Elect Director Betsy S. Atkins --- For 1.3 Elect Director G. Thomas Clark --- Withhold 1.4 Elect Director David J. S. Flaschen --- For 1.5 Elect Director Phillip Horsley --- For 1.6 Elect Director Grant M. Inman --- For 1.7 Elect Director J. Robert Sebo --- Withhold 1.8 Elect Director Joseph M. Tucci --- Withhold 11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 14,400 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Implement China Principles Against Against 11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 3,950 1 Elect Directors For Split 1.1 Elect Director Jonathan Golden as Class II Director --- Withhold We recommend a vote FOR the directors with the exceptions of Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden. We recommend that shareholders WITHHOLD votes from Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden for failure to implement proposal to declassify the company's board. 1.2 Elect Director Joseph A. Hafner, Jr. as Class II Director --- For 1.3 Elect Director Thomas E. Lankford as Class II Director --- Withhold 1.4 Elect Director Richard J. Schnieders as Class II Director --- Withhold 1.5 Elect Director John K. Stubblefield, Jr. as Class III Director --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For Against Shareholder Proposal 4 Report on the Impact of Genetically Against Abstain Engineered Products 10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 4,200 1 Elect G. Shalev as an External For For Director 2 Approve Increase in Remuneration of For For Directors other than the Chairman 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 5,600 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT LARGE CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 18,100 *ADCT* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Ratify Auditors For For 03/22/04 - A AdvancePCS 00790K109 02/05/04 1,450 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director T. Danny Phillips --- Withhold We recommend a vote FOR the directors with the exceptions of Jean-Pierre Millon and T. Danny Phillips. We recommend that shareholders WITHHOLD votes from Jean-Pierre Millon and T. Danny Phillips for failure to establish an independent nominating committee. 2.2 Elect Director Dr. George Poste --- For 2.3 Elect Director Jean-Pierre Millon --- Withhold 3 Approve Omnibus Stock Plan For For 4 Amend Articles For For 5 Ratify Auditors For For 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 3,668 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 20,850 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 2,900 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 2,450 *COST* 1 Elect Directors For For Shareholder Proposals 2 Declassify the Board of Directors Against Against 3 Develop Land Procurement Policy Against Against Management Proposal 4 Ratify Auditors For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,100 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 7,450 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 3,650 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 950 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 29,600 1 Elect Directors For For 1.1 Elect Director Karl J. Krapek --- For 1.2 Elect Director Patricia F. Russo --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Declassify the Board of Directors For Against and Amend Director Removal Provision 3 Approve Non-Employee Director For For Omnibus Stock Plan The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 10.90 percent. Additionally, this plan expressly forbids repricing. 4 Approve Reverse Stock Split For For Since there will not be an effective increase in the common stock authorized due to the proportionate reduction, we recommend that shareholders consent to this item. Shareholder Proposals 5 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote We generally support the submission of golden parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. We believe that a company's parachute provisions should be reasonable and not excessive. The ceiling set by the proponent at 2.99 times the sum of an executive's base salary and bonus is widely considered as the standard threshold level of severance remuneration for corporate executives. Moreover, as stated by the company, its current severance agreements are below the standard threshold level. As such, the adoption of the proposed policy would have minimum impact on the company currently but ensures good corporate governance for future employment contracts. Therefore, we support this proposal. 6 Prohibit Awards to Executives Against Against We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Discontinuing all rights, options or SARs under an expired stock plan does not resolve the disconnect between pay and performance. In fact, companies can continue to grant rights, options or SARs under an existing plan. Therefore, we do not support this proposal. 03/25/04 - A Nokia Corp. 654902204 01/30/04 7,285 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS For For AND THE BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 Elect Directors For For 5 Ratify Auditors For For 6 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR 03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 2,050 1 Elect Directors For For 2 Ratify Auditors For For 3 Expense Stock Options Against For 03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 250 1 Elect Directors For Split 1.1 Elect Director Adelia A. Coffman --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Adelia A. Coffman. We recommend that shareholders WITHHOLD votes from Adelia A. Coffman for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Raymond V. Dittamore --- For 1.3 Elect Director Irwin Mark Jacobs --- For 1.4 Elect Director Richard Sulpizio --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Declassify the Board of Directors Against For 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 3,750 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 6,050 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 7,900 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LARGE CAP GROWTH FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 4,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 4,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 3,150 1 Elect Directors For Split Mgmt 1.1 Elect Director John A. Golden --- For We recommend a vote FOR the directors with the exception of insider Seth R. Johnson. We recommend that shareholders WITHHOLD votes from Seth R. Johnson for failure to establish a majority independent board. 1.2 Elect Director Seth R. Johnson --- Withhold 1.3 Elect Director Edward F. Limato --- For 04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 2,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Adopt a Plocy that will Committ Against For ShrHoldr Executives to Hold a Significant Percentage of their Shares In this case, although the company has the holding period requirement of 25 percent of the net shares for two years, it does not appear that the executives have significant holding of outright shares. Per the company's 2004 proxy, most of executives' beneficial stock ownership is in the form of options. 5 Ratify Auditors For For Mgmt 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 2,950 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 1,650 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Berger --- Withhold We recommend withholding votes from Mr. Berger due to his poor board meeting attendance. 1.2 Elect Director L.D. Desautels --- For 1.3 Elect Director T. Engen --- For 1.4 Elect Director L.Y. Fortier --- For 1.5 Elect Director J.P. Jacamon --- For 1.6 Elect Director W.R. Loomis --- For 1.7 Elect Director Y. Mansion --- For 1.8 Elect Director C. Morin-Postel --- For 1.9 Elect Director J.E. Newall --- For 1.10 Elect Director G. Saint-Pierre --- For 1.11 Elect Director G. Schulmeyer --- For 1.12 Elect Director P.M. Tellier --- For 1.13 Elect Director M.K. Wong --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Handel E. Evans --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gavin S. Herbert, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael R. Gallagher --- For 1.3 Elect Director Gavin S. Herbert --- Withhold 1.4 Elect Director Stephen J. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 4,800 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/25/04 - A Amazon.com, Inc. *AMZN* 023135106 03/29/04 2,600 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey P. Bezos --- For 1.2 Elect Director Tom A. Alberg --- For 1.3 Elect Director L. John Doerr --- For 1.4 Elect Director William B. Gordon --- For 1.5 Elect Director Myrtle S. Potter --- For 1.6 Elect Director Thomas O. Ryder --- For 1.7 Elect Director Patricia Q. Stonesifer --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr In this case, we note that in 2002 the company switched to a restricted stock unit program, with awards issued under the 1997 Stock Incentive Plan. Such awards are to serve as the primary vehicle for employee stock-based compensation. Management states that, under the program, the committee has discretion in determining the criteria for the granting, vesting, or forfeiture of restricted stock units, which may include performance goals or may be based on other factors, such as continued employment. While we support certain features of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and benchmarks, we believe the proposal is restrictive given the fact that the proponent asks for a complete substitution of options with restricted stock. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 6,150 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 9,700 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 13,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 2,500 *BUD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 650 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 350 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 2,454 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Report on Feasibility of Removing Against Against ShrHoldr Parabens from Company Products 6 Report on Feasibility of Removing Against Against ShrHoldr Dibutyl Phthalate from Company Products 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 2,150 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 1,360 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 3,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Dean O. Morton --- Withhold We recommend a vote FOR George Reyes but WITHHOLD votes from independent outsider Dean O. Morton. We recommend that shareholders WITHHOLD votes from Audit Committee member Dean O. Morton for paying excessive non-audit fees. 1.2 Elect Director George Reyes --- For 2 Ratify Auditors For Against Mgmt In this case, 75.67 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 5,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 1,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 10,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 3,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 63.26 percent is above the allowable cap for this company of 12.40 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 1,150 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 2,350 *COF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 1,250 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 4,396 1 Elect Directors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 2,150 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 5,950 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Cephalon, Inc. *CEPH* 156708109 03/18/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank Baldino, Jr., Ph.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Martyn D. Greenacre, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director William P. Egan --- For 1.3 Elect Director Robert J. Feeney, Ph.D. --- For 1.4 Elect Director Martyn D. Greenacre --- Withhold 1.5 Elect Director Charles A. Sanders, M.D. --- For 1.6 Elect Director Gail R. Wilensky, Ph.D. --- For 1.7 Elect Director Dennis L. Winger --- For 1.8 Elect Director Horst Witzel, Dr.-Ing. --- For 2 Amend Omnibus Stock Plan For For Mgmt 06/04/04 - A Chesapeake Energy Corp. *CHK* 165167107 04/08/04 7,500 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 15,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 5,800 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 2,650 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Amend 2003 - 2008 Stock Option Plan For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 5,500 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 11,150 1 Elect Directors For For Mgmt 1.1 Elect Director Jeremy R. Knowles --- For 1.2 Elect Director Eugene C. Sit --- For 1.3 Elect Director William D. Smithburg --- For 1.4 Elect Director Hansel E. Tookes II --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 2,150 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 2,045 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Dennis Berry --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Andrew J. Young, and insiders James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Andrew J. Young for poor attendance. We also recommend that shareholders WITHHOLD votes from James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Janet M. Clarke --- For 1.3 Elect Director James C. Kennedy --- Withhold 1.4 Elect Director Robert C. O'Leary --- Withhold 1.5 Elect Director James O. Robbins --- Withhold 1.6 Elect Director Rodney W. Schrock --- For 1.7 Elect Director Andrew J. Young --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 1,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Develop Charter Language on Board Against Abstain ShrHoldr Diversity 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 2,200 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 7,050 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, we recommend voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 5,500 *DISH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael T. Dugan --- Withhold We recommend a vote FOR the directors with the exceptions of insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan. We recommend that shareholders WITHHOLD votes from insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan for failure to establish an independent nominating committee and for failure to have a majority independent board. 1.2 Elect Director James Defranco --- Withhold 1.3 Elect Director Cantey Ergen --- Withhold 1.4 Elect Director Charles W. Ergen --- Withhold 1.5 Elect Director Raymond L. Friedlob --- For 1.6 Elect Director Steven R. Goodbarn --- For 1.7 Elect Director David K. Moskowitz --- Withhold 1.8 Elect Director C. Michael Schroeder --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/03/04 - A Electronics For Imaging, Inc. 286082102 04/12/04 2,150 *EFII* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 3,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 32,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 2,600 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 2,900 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 5,465 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 6,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 3,500 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. H. Bond --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders John R. H. Bond and Robert E. Rubin. We recommend that shareholders WITHHOLD votes from John R. H. Bond and Robert E. Rubin for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Stephen G. Butler --- For 1.3 Elect Director Kimberly A. Casiano --- For 1.4 Elect Director Edsel B. Ford II --- For 1.5 Elect Director William Clay Ford --- For 1.6 Elect Director William Clay Ford, Jr. --- For 1.7 Elect Director Irvine O. Hockaday, Jr. --- For 1.8 Elect Director Marie-Josee Kravis --- For 1.9 Elect Director Richard A. Manoogian --- For 1.10 Elect Director Ellen R. Marram --- For 1.11 Elect Director Homer A. Neal --- For 1.12 Elect Director Jorma Ollila --- For 1.13 Elect Director Carl E. Reichardt --- For 1.14 Elect Director Robert E. Rubin --- Withhold 1.15 Elect Director Nicholas V. Scheele --- For 1.16 Elect Director John L. Thornton --- For 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 4 Establish Other Board Committee Against For ShrHoldr Although we have reservations about the fact that the proposal neither sets a limit on the proposed committee's duration nor stipulates the committee's specific plan of action, we agree with the proponent's basic position. The Ford family has three seats on the board, which is disproportionate to its equity stake. We believe that the Ford family's substantial voting control of the company is sufficient enough to point out the need for an independent committee to evaluate conflicts of interest between family shareholders and nonfamily shareholders. Ford's board formed a committee in December 2002 to review Mr. Ford's acquisition of shares in Goldman Sachs Group, Inc.'s 1999 IPO. The committee, composed of directors Ellen R. Marram, Irvine O. Hockaday Jr., Homer A. Neal, Richard A. Manoogian and Marie-Josee Kravis, all independent directors, was mandated to review the stock purchase in response to a shareholder demand. The shareholder, Roger Berger, requested that Mr. Ford sell the Goldman Sachs shares to the company at the original price because Ford is a longstanding client of Goldman's, and not Mr. Ford himself. The committee rejected the shareholder demand and subsequently the full board accepted the committee's recommendation in February 2003. In February, Ford Motor Co. chairman and CEO William Clay Ford Jr. announced he would sell 400,000 shares of Goldman Sachs Group Inc. and that he would donate profits then estimated at $4.7 million to charity. The committee established in December 2002 only reviewed the shareholder demand regarding the proceeds from the IPO allocation, and did not evaluate other potential conflicts of interest between family shareholders and non-family shareholders. Due to Ford family's substantial voting control of the company, potential conflict of interests may arise in the future. The committee suggested by the proponent may serve as a mechanism to ensure that common shareholders are treated fairly vis-a-vis Ford family shareholders, should such a conflict of interest arise. In light of our concerns with the IPO allocation and the recapitalization plan, we support this nonbinding proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Although we agree with the principle of pay-for-performance in setting executive pay, we believe that the cessation of all rights, options, SARs, and possible severance payments to top five management: (1) does not resolve potential disconnects between pay and performance and (2) would be unduly restrictive with respect to the company's compensation strategies. As such, we recommend a vote AGAINST. 6 Amend By Laws Relating to Board Against Against ShrHoldr Independence An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. According to our director classifications, nine of the 16 directors are independent. Although we would prefer a two-thirds independent board, we believe that the proponent's request would limit the flexibility of the company without ensuring the maintenance of a majority independent board. We note that, according to our director classifications, there are four affiliated outside directors on the board. We believe that the proposed amendment is not in shareholders' best interest as it: (1) would not ensure board independence by not addressing the presence of affiliated outside directors on the board and (2) would limit the company's flexibility with regard to board composition. As such, we recommend a vote AGAINST. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 1,850 Group, Inc. *FBR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Emanuel J. Friedman --- For We recommend a vote FOR the directors with the exception of Wallace L. Timmeny. We recommend that shareholders WITHHOLD votes from Wallace L. Timmeny for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Eric F. Billings --- For 1.3 Elect Director W. Russell Ramsey --- For 1.4 Elect Director Daniel J. Altobello --- For 1.5 Elect Director Peter A. Gallagher --- For 1.6 Elect Director Stephen D. Harlan --- For 1.7 Elect Director Russell C. Lindner --- For 1.8 Elect Director Wallace L. Timmeny --- Withhold 1.9 Elect Director John T. Wall --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 850 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 04/16/04 - WC Genentech, Inc. *DNA* 368710406 02/17/04 250 1 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 2 Elect Directors For Split Mgmt 2.1 Elect Director Herbert W. Boyer --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Jonathan K.C. Knowles, Arthur D. Levinson, William M. Burns, Erich Hunziker and affiliated outsider Herbert W. Boyer. We recommend that shareholders WITHHOLD votes from Jonathan K.C. Knowles for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board and from Herbert W. Boyer for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Arthur D. Levinson, William M. Burns and Erich Hunziker for failure to establish a majority independent board. 2.2 Elect Director Arthur D. Levinson --- Withhold 2.3 Elect Director Mark Richmond --- For 2.4 Elect Director Charles A. Sanders --- For 2.5 Elect Director William M. Burns --- Withhold 2.6 Elect Director Erich Hunziker --- Withhold 2.7 Elect Director Jonathan K.C. Knowles --- Withhold 3 Elect Director M. Burns For Withhold Mgmt 4 Elect Director Erich Hunziker For Withhold Mgmt 5 Elect Director Jonathan K.C. Knowles For Withhold Mgmt 6 Increase Authorized Common Stock For For Mgmt 7 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 12.19 percent is above the allowable cap for this company of 8.53 percent. 8 Ratify Auditors For For Mgmt 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 39,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 2,000 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr We support the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, we believe that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against For ShrHoldr Independent Directors Since approval of this proposal will ensure independence on key board committees, we support this request. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, we believe that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. 05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 2,550 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas A. Berthiaume --- For 1.2 Elect Director Henry E. Blair --- For 1.3 Elect Director Gail K. Boudreaux --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Increase Authorized Preferred Stock For Against Mgmt In this case, management has specifically stated that the shares will be used in connection with the poison pill. We recommend shareholders vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a rights plan, especially if the plan has not been approved by shareholders and includes a trigger of less than 20 percent. 6 Ratify Auditors For For Mgmt 7 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 2,500 1 Elect Directors For For Mgmt 1.1 Elect Director Maurice A. Cox, Jr. --- For 1.2 Elect Director Nancy-Ann Min DeParle --- For 1.3 Elect Director Ronald W. Dollens --- For 1.4 Elect Director Enrique C. Falla --- For 1.5 Elect Director Kristina M. Johnson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 2,250 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 12,670 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 3,950 1 Elect Directors For Split Mgmt 1.1 Elect Director Orrin H. Ingram II --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Orrin H. Ingram II. We recommend that shareholders WITHHOLD votes from Orrin H. Ingram II for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Michael T. Smith --- For 1.3 Elect Director Joe B. Wyatt --- For 1.4 Elect Director Howard I. Atkins --- For 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 46,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 7,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard N. Barton --- For We recommend a vote FOR the directors with the exception of independent outsider Edgar Bronfman, Jr., affiliated outsider Diane Von Furstenberg, and insiders Victor A. Kaufman, Barry Diller, and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from Edgar Bronfman, Jr. for poor attendance, from Robert R. Bennett for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee, and from Diane Von Furstenberg, Victor A. Kaufman, and Barry Diller for failure to establish an independent nominating committee. 1.2 Elect Director Robert R. Bennett --- Withhold 1.3 Elect Director Edgar Bronfman, Jr. --- Withhold 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director Victor A. Kaufman --- Withhold 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Marie-Josee Kravis --- For 1.8 Elect Director John C. Malone --- For 1.9 Elect Director Steven Rattner --- For 1.10 Elect Director Gen. H.N. Schwarzkopf --- For 1.11 Elect Director Alan G. Spoon --- For 1.12 Elect Director Diane Von Furstenberg --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A International Business 459200101 02/27/04 3,000 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/26/04 - A International Steel Group, Inc 460377104 04/05/04 1,650 *ISG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 11,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 5,100 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/16/04 - S Juniper Networks, Inc. *JNPR* 48203R104 03/10/04 600 1 Issue Shares in Connection with an For For Mgmt Acquisition 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 4,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Against For ShrHoldr Options Despite the fact that certain features of the proposal may be more rigorous than others, we support the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 2,000 Inc. *LLL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 2,450 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 1,050 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 8,386 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/28/04 - A Lowe *LOW* 548661107 04/01/04 9,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 2,600 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Mattson Technology, Inc. 577223100 03/25/04 2,150 *MTSN* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 9,950 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 3,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 4,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 2,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 4,900 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 1,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 3,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 7,000 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/05/04 - A Nationwide Financial Services, 638612101 03/08/04 1,700 Inc. *NFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 7.10 percent is above the allowable cap for this company of 5.16 percent. Because this amendment would extend the life of a plan that exceeds the cost cap for an additional six years, we recommend a vote AGAINST this proposal. 4 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash 06/16/04 - A Netgear Inc *NTGR* 64111Q104 04/27/04 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 550 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 1,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 1,750 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 500 1 Elect Directors For For Mgmt 1.1 Elect Director John A. Brabson, Jr. --- For 1.2 Elect Director Lee Roy Selmon --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.41 percent is above the allowable cap for this company of 12.97 percent. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 9,450 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 45,985 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 3,700 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Dugas, Jr. --- For 1.2 Elect Director David N. McCammon --- For 1.3 Elect Director William J. Pulte --- For 1.4 Elect Director Francis J. Sehn --- For 1.5 Elect Director Michael E. Rossi --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditor Against For ShrHoldr Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 05/06/04 - A Sap Ag 803054204 03/30/04 3,700 Meeting for Holders of ADRs 1 RESOLUTION ON THE APPROPRIATION OF For For Mgmt THE RETAINED EARNINGS OF THE FISCAL YEAR 2003 2 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003 3 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003 4 Ratify Auditors For For Mgmt 5 RESOLUTION ON ADJUSTMENTS TO For For Mgmt SECTION 4 OF THE ARTICLES OF ASSOCIATION 6 RESOLUTION ON THE AUTHORIZATION TO For For Mgmt ACQUIRE AND USE TREASURY SHARES 7 RESOLUTION ON THE AUTHORIZATION TO For Against Mgmt USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES We recommend a vote against this resolution on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 2,200 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 1,650 1 Elect Directors For Split Mgmt 1.1 Elect Director Glen M. Antle --- For We recommend a vote FOR the directors with the exception of insiders John D. Poe and Jason L. Carlson. We recommend that shareholders WITHHOLD votes from John D. Poe and Jason L. Carlson for failure to establish an independent nominating committee. 1.2 Elect Director James P. Burra --- For 1.3 Elect Director Jason L. Carlson --- Withhold 1.4 Elect Director Rockell N. Hankin --- For 1.5 Elect Director James T. Lindstrom --- For 1.6 Elect Director John L. Piotrowski --- For 1.7 Elect Director John D. Poe --- Withhold 1.8 Elect Director James T. Schraith --- For 2 Ratify Auditors For For Mgmt 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 5,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 8,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 3,555 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 2,850 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 7,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 2,150 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 2,200 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Lorenzo J. Fertitta --- Withhold We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Lorenzo J. Fertitta and affiliated outsider Blake L. Sartini for failure to establish a majority independent board. 1.2 Elect Director Blake L. Sartini --- Withhold 1.3 Elect Director James E. Nave, D.V.M. --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 1,650 1 Elect Directors For Split Mgmt 1.1 Elect Director John W. Brown --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Ronda E. Stryker and Donald M. Engelman, Ph.D. We recommend that shareholders WITHHOLD votes from Ronda E. Stryker for standing as an affiliated outsider on the compensation and nominating committees and from Donald M. Engelman, Ph.D. for standing as affiliated outsiders on the nominating committee. 1.2 Elect Director Howard E. Cox, Jr. --- For 1.3 Elect Director Donald M. Engelman, Ph.D. --- Withhold 1.4 Elect Director Jerome H. Grossman, M.D. --- For 1.5 Elect Director John S. Lillard --- For 1.6 Elect Director William U. Parfet --- For 1.7 Elect Director Ronda E. Stryker --- Withhold 2 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 950 Manufacturing Co. Meeting for Holders of ADRs 1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR For For Mgmt DISTRIBUTION OF 2003 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF For For Mgmt 2003 DIVIDENDS AND EMPLOYEE PROFIT SHARING. 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 7,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 5,450 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY For For Mgmt S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS. 2 TO APPROVE THE BOARD OF DIRECTORS For Against Mgmt RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL. 3 TO ELECT ABRAHAM E. COHEN TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 5 TO ELECT PROF. MEIR HETH TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 6 TO ELECT PROF. MOSHE MANY TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 8 TO APPROVE THE PURCHASE OF DIRECTOR For Against Mgmt S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. 9 Ratify Auditors For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 1,550 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 7,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 6,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend a vote FOR the directors with the exception of Warren E. Buffett. We recommend that shareholders WITHHOLD votes from Warren E. Buffett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Warren E. Buffett --- Withhold 1.5 Elect Director Douglas N. Daft --- For 1.6 Elect Director Barry Diller --- For 1.7 Elect Director Donald R. Keough --- For 1.8 Elect Director Susan Bennett King --- For 1.9 Elect Director Maria Elena Lagomasino --- For 1.10 Elect Director Donald F. Mchenry --- For 1.11 Elect Director Robert L. Nardelli --- For 1.12 Elect Director Sam Nunn --- For 1.13 Elect Director J. Pedro Reinhard --- For 1.14 Elect Director James D. Robinson III --- For 1.15 Elect Director Peter V. Ueberroth --- For 1.16 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Report on Operational Impact of For For ShrHoldr HIV/AIDS Pandemic 4 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Submit Executive Compensation to Against For ShrHoldr Vote We are concerned with the disparate treatment given to senior executives. Therefore, we recommend voting FOR the proposal. 7 Submit Executive Compensation to Against Against ShrHoldr Vote 8 Implement China Principles Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 5,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr 05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 3,050 1 Elect Directors For For Mgmt 1.1 Elect Director Edward F. DeGraan --- For 1.2 Elect Director Wilbur H. Gantz --- For 1.3 Elect Director James M. Kilts --- For 1.4 Elect Director Jorge Paulo Lemann --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 4,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 4 Report on Vendor Standards Against Abstain ShrHoldr 5 Declassify the Board of Directors Against Against ShrHoldr 04/15/04 - A TIBCO Software, Inc. *TIBX* 88632Q103 02/18/04 5,544 1 Elect Directors For Split Mgmt 1.1 Elect Director Vivek Y. Ranadive --- For We recommend a vote FOR the directors with the exception of independent outsider William A. Owens. We recommend that shareholders WITHHOLD votes from William A. Owens for sitting on more than six boards. 1.2 Elect Director Naren Gupta --- For 1.3 Elect Director Peter Job --- For 1.4 Elect Director William A. Owens --- Withhold 1.5 Elect Director Philip K. Wood --- For 1.6 Elect Director Eric Dunn --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 4,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 14,945 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 2,300 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 05/05/04 - A Triton PCS Holdings, Inc. 89677M106 03/10/04 4,800 *TPC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 3,450 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 2,900 *UPS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 2,900 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A UnitedHealth Group 91324P102 03/15/04 7,150 Incorporated *UNH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. This proposal is too restrictive, and does not warrant shareholder approval. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 5,000 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 3,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 11,640 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 14,600 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 1,000 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 1,250 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 5,910 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr 05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 8,200 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry S. Semel --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Terry S. Semel and Jerry Yang, affiliated outsider Eric Hippeau, and independent outsiders Gary L. Wilson, Edward R. Kozel, Robert A. Kotick, Arthur H. Kern, Ronald W. Burkle and Roy J. Bostock for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Jerry Yang --- Withhold 1.3 Elect Director Roy J. Bostock --- Withhold 1.4 Elect Director Ronald W. Burkle --- Withhold 1.5 Elect Director Eric Hippeau --- Withhold 1.6 Elect Director Arthur H. Kern --- Withhold 1.7 Elect Director Robert A. Kotick --- Withhold 1.8 Elect Director Edward R. Kozel --- Withhold 1.9 Elect Director Gary L. Wilson --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 2,750 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 07/11/03 - A BEA Systems, Inc. *BEAS* 073325102 05/27/03 4,450 1 Elect Directors For For 1.1 Elect Director William T. Coleman III --- For We recommend a vote FOR the directors. 1.2 Elect Director Dale Crandall --- For 1.3 Elect Director William H. Janeway --- For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 2,700 1 Elect Directors For For 2 Ratify Auditors For For 07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 950 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 19,900 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 2,400 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 1,250 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 09/30/03 - A Flextronics International Ltd. Y2573F102 None 6,200 *FLEX* 1 Reelect Richard Sharp as Director For For 2a Reelect James Davidson as Director For For 2b Reelect Lip-Bu Tan as Director For For 3 Reelect Patrick Foley as Director For For 4 Reappoint Deloitte & Touche as For For Auditors and Authorize Board to Fix Their Remuneration 5 Amend 1997 Employee Share Purchase For For Plan 6 Approve Issuance of Shares without For For Preemptive Rights 7 Approve Nonexecutive Directors' Fees For For 8 Authorize Share Repurchase Program For For 08/11/03 - A Forest Laboratories, Inc. *FRX* 345838106 06/20/03 3,800 1 Elect Directors For Split 1.1 Elect Director Howard Solomon --- Withhold We recommend a vote FOR the directors with the exceptions of Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon. We recommend that shareholders WITHHOLD votes from Phillip M. Satow for standing as an affiliated outsider on the Audit Committee and Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon for failure to establish an independent nominating committee. 1.2 Elect Director William J. Candee, III --- For 1.3 Elect Director George S. Cohan --- For 1.4 Elect Director Dan L. Goldwasser --- For 1.5 Elect Director Lester B. Salans, M.D. --- For 1.6 Elect Director Kenneth E. Goodman --- Withhold 1.7 Elect Director Phillip M. Satow --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For For 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 2,050 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 12,650 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 2,050 *NSM* 1 Elect Directors For Split 1.1 Elect Director Brian L. Halla --- For We recommend a vote FOR the directors with the exception of Gary P. Arnold. We recommend that shareholders WITHHOLD votes from Gary P. Arnold for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Steven R. Appleton --- For 1.3 Elect Director Gary P. Arnold --- Withhold 1.4 Elect Director Richard J. Danzig --- For 1.5 Elect Director Robert J. Frankenberg --- For 1.6 Elect Director E. Floyd Kvamme --- For 1.7 Elect Director Modesto A. Maidique --- For 1.8 Elect Director Edward R. Mccracken --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 3,890 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 900 1 Elect Directors For Split 1.1 Elect Director Thomas E. Clarke as Class A Director --- For We recommend a vote FOR the directors with the exceptions of John R. Thompson, Jr. and Richard K. Donahue. We recommend that shareholders WITHHOLD votes from John R. Thompson, Jr. for poor attendance and Richard K. Donahue for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Ralph D. DeNunzio as Class A Director --- For 1.3 Elect Director Richard K. Donahue as Class A Director --- Withhold 1.4 Elect Director Delbert J. Hayes as Class A Director --- For 1.5 Elect Director Douglas G. Houser as Class A Director --- For 1.6 Elect Director Jeanne P. Jackson as Class A Director --- For 1.7 Elect Director Philip H. Knight as Class A Director --- For 1.8 Elect Director Charles W. Robinson as Class A Director --- For 1.9 Elect Director John R. Thompson, Jr. as Class A Director --- Withhold 1.10 Elect Director Jill K. Conway as Class B Director --- For 1.11 Elect Director Alan B. Graf, Jr. as Class B Director --- For 1.12 Elect Director John E. Jaqua as Class B Director --- For 1.13 Elect Director A. Michael Spence as Class B Director --- For 2 Amend Omnibus Stock Plan For Against 3 Ratify Auditors For For 07/31/03 - A Red Hat, Inc. *RHAT* 756577102 06/02/03 2,700 1 Elect Directors For Split 1.1 Elect Director F. Selby Wellman --- Withhold We recommend that shareholders vote FOR Dr. W. Steve Albrecht, but WITHHOLD votes from independent outsider Dr. Marye Anne Fox for poor attendance and from Audit Committee member F. Selby Wellman for paying excessive non-audit fees. 1.2 Elect Director Dr. Marye Anne Fox --- Withhold 1.3 Elect Director Dr. W. Steve Albrecht --- For 2 Ratify Auditors For Against 08/12/03 - A THQ Inc. *THQI* 872443403 06/25/03 2,250 1 Elect Directors For For 1.1 Elect Director Brian J. Farrell --- For 1.2 Elect Director Lawrence Burstein --- For 1.3 Elect Director Brian Dougherty --- For 1.4 Elect Director James L. Whims --- For 1.5 Elect Director L. Gregory Ballard --- For 1.6 Elect Director Henry T. DeNero --- For 2 Ratify Auditors For For 3 Amend Stock Option Plan For For 4 Approve Option Exchange Program For For 07/31/03 - A Tidewater Inc. *TDW* 886423102 06/02/03 1,700 1 Elect Directors For For 07/30/03 - A Vodafone Group PLC 92857W100 None 5,400 1 Accept Financial Statements and For For Statutory Reports 2 Approve Remuneration Report For For 3 Reelect Lord MacLaurin of Knebworth For For as Director 4 Reelect Kenneth Hydon as Director For For 5 Reelect Thomas Geitner as Director For For 6 Reelect Alec Broers as Director For For 7 Reelect Juergen Schrempp as Director For For 8 Elect John Buchanan as Director For For 9 Approve Final Dividend of 0.8983 For For Pence Per Share 10 Ratify Deloitte and Touche as For For Auditors 11 Authorize Board to Fix Remuneration For For of Auditors 12 Authorize EU Political Donations up For For to GBP 100,000 13 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Share Repurchase Program 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 4,470 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 3,200 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 3,350 *AW* 1 Approve Conversion of Securities For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 2,392 1 Increase Authorized Common Stock For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 850 1 Elect Directors For For 2 Ratify Auditors For For 10/23/03 - A Barr Laboratories, Inc. *BRL* 068306109 09/02/03 850 1 Elect Directors For Split 1.1 Elect Director Bruce L. Downey --- Withhold WITHHOLD votes from insider Bruce L. Downey for failure to establish an independent nominating committee. 1.2 Elect Director Paul M. Bisaro --- Withhold WITHHOLD votes from insider Paul M. Bisaro for failure to establish an independent nominating committee. 1.3 Elect Director Carole S. Ben-Maimon --- Withhold WITHHOLD votes from insider Carole S. Ben-Maimon for failure to establish an independent nominating committee. 1.4 Elect Director George P. Stephan --- For 1.5 Elect Director Jack M. Kay --- For 1.6 Elect Director Harold N. Chefitz --- For 1.7 Elect Director Richard R. Frankovic --- For 1.8 Elect Director Peter R. Seaver --- For 1.9 Elect Director James S. Gilmore, III --- For 2 Change State of Incorporation from For For New York to Delaware 3 Increase Authorized Common Stock For For 11/12/03 - S Biogen IDEC Inc *BIIB* 449370105 09/25/03 2,400 1 Approve Merger Agreement For For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 5 Adjourn Meeting For Against 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 3,700 1 Increase Authorized Common Stock For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 2,565 1 Elect Directors For For 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 10,450 1 Approve Merger Agreement For For 11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 3,250 *FOX* 1 Elect Directors For Split 1.1 Elect Director K. Rupert Murdoch, AC --- Withhold We recommend a vote FOR the directors with the exception of insiders Lachlan K. Murdoch, Arthur M. Siskind, David F. DeVoe, Peter Chernin, and K. Rupert Murdoch, AC. We recommend that shareholders WITHHOLD votes from Lachlan K. Murdoch, Arthur M. Siskind and David F. DeVoe for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Peter Chernin and K. Rupert Murdoch for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Peter Chernin --- Withhold 1.3 Elect Director David F. DeVoe --- Withhold 1.4 Elect Director Arthur M. Siskind --- Withhold 1.5 Elect Director Lachlan K. Murdoch --- Withhold 1.6 Elect Director Christos M. Cotsakos --- For 1.7 Elect Director Thomas W. Jones --- For 1.8 Elect Director Peter Powers --- For 2 Ratify Auditors For For 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 2,400 1 Amend Articles For For 2 Amend Articles For For 3 Approve Hughes Split-Off For For 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 1,100 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 4,500 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 4,250 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 5,550 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 58,550 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 12/16/03 - A Network Associates, Inc. *NET* 640938106 11/13/03 2,450 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Amend Employee Stock Purchase Plan For For 5 Ratify Auditors For For 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 35,070 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 4,300 1 Elect Directors For Split 1.1 Elect Director B. Thomas Golisano --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Joseph M. Tucci, J. Robert Sebo, G. Thomas Clark and insider B. Thomas Golisano. We recommend that shareholders WITHHOLD votes from G. Thomas Clark, Joseph M. Tucci, B. Thomas Golisano and J. Robert Sebo for failure to establish an independent nominating committee and from G.Thomas Clark for standing as an affiliated outsider on the Audit Committee and Joseph M. Tucci for standing as an affiliated outsider on the Compensation committee. 1.2 Elect Director Betsy S. Atkins --- For 1.3 Elect Director G. Thomas Clark --- Withhold 1.4 Elect Director David J. S. Flaschen --- For 1.5 Elect Director Phillip Horsley --- For 1.6 Elect Director Grant M. Inman --- For 1.7 Elect Director J. Robert Sebo --- Withhold 1.8 Elect Director Joseph M. Tucci --- Withhold 11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 13,250 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Implement China Principles Against Against 11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 3,750 1 Elect Directors For Split 1.1 Elect Director Jonathan Golden as Class II Director --- Withhold We recommend a vote FOR the directors with the exceptions of Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden. We recommend that shareholders WITHHOLD votes from Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden for failure to implement proposal to declassify the company's board. 1.2 Elect Director Joseph A. Hafner, Jr. as Class II Director --- For 1.3 Elect Director Thomas E. Lankford as Class II Director --- Withhold 1.4 Elect Director Richard J. Schnieders as Class II Director --- Withhold 1.5 Elect Director John K. Stubblefield, Jr. as Class III Director --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For Against Shareholder Proposal 4 Report on the Impact of Genetically Against Abstain Engineered Products 10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 3,850 1 Elect G. Shalev as an External For For Director 2 Approve Increase in Remuneration of For For Directors other than the Chairman 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 5,200 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 18,100 *ADCT* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Ratify Auditors For For 03/22/04 - A AdvancePCS 00790K109 02/05/04 1,450 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director T. Danny Phillips --- Withhold We recommend a vote FOR the directors with the exceptions of Jean-Pierre Millon and T. Danny Phillips. We recommend that shareholders WITHHOLD votes from Jean-Pierre Millon and T. Danny Phillips for failure to establish an independent nominating committee. 2.2 Elect Director Dr. George Poste --- For 2.3 Elect Director Jean-Pierre Millon --- Withhold 3 Approve Omnibus Stock Plan For For 4 Amend Articles For For 5 Ratify Auditors For For 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 6,050 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 21,200 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 2,850 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 2,350 *COST* 1 Elect Directors For For Shareholder Proposals 2 Declassify the Board of Directors Against Against 3 Develop Land Procurement Policy Against Against Management Proposal 4 Ratify Auditors For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,050 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 7,534 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 3,550 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 950 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 29,500 1 Elect Directors For For 1.1 Elect Director Karl J. Krapek --- For 1.2 Elect Director Patricia F. Russo --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Declassify the Board of Directors For Against and Amend Director Removal Provision 3 Approve Non-Employee Director For For Omnibus Stock Plan The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 10.90 percent. Additionally, this plan expressly forbids repricing. 4 Approve Reverse Stock Split For For Since there will not be an effective increase in the common stock authorized due to the proportionate reduction, we recommend that shareholders consent to this item. Shareholder Proposals 5 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote We generally support the submission of golden parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. We believe that a company's parachute provisions should be reasonable and not excessive. The ceiling set by the proponent at 2.99 times the sum of an executive's base salary and bonus is widely considered as the standard threshold level of severance remuneration for corporate executives. Moreover, as stated by the company, its current severance agreements are below the standard threshold level. As such, the adoption of the proposed policy would have minimum impact on the company currently but ensures good corporate governance for future employment contracts. Therefore, we support this proposal. 6 Prohibit Awards to Executives Against Against We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Discontinuing all rights, options or SARs under an expired stock plan does not resolve the disconnect between pay and performance. In fact, companies can continue to grant rights, options or SARs under an existing plan. Therefore, we do not support this proposal. 03/25/04 - A Nokia Corp. 654902204 01/30/04 550 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS For For AND THE BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 Elect Directors For For 5 Ratify Auditors For For 6 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR 03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 2,050 1 Elect Directors For For 2 Ratify Auditors For For 3 Expense Stock Options Against For 03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 200 1 Elect Directors For Split 1.1 Elect Director Adelia A. Coffman --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Adelia A. Coffman. We recommend that shareholders WITHHOLD votes from Adelia A. Coffman for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Raymond V. Dittamore --- For 1.3 Elect Director Irwin Mark Jacobs --- For 1.4 Elect Director Richard Sulpizio --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Declassify the Board of Directors Against For 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 3,850 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 4,950 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For At the end of the day, all roads lead back to Eisner. For 20 years Disney's revolving door for board members and management has had one constant ' Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child. Were there a shareholder proposal on the ballot to separate those roles, we would support it. The withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper. The structural changes adopted recently at Disney are too new and too untested for investors to know whether they'll get traction over time. We believe that shareholders will be best served by cracking opening the door to the boardroom. In a year's time, we'll have a better idea if the recent reforms have taken hold. If not, shareholders may be best served by boardroom change. ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against 4 Report on Supplier Labor Standards Against Against in China 5 Report on Amusement Park Safety Against Abstain 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 5,850 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 7,690 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB GROWTH FUND (MERGED INTO THRIVENT LARGE CAP GROWTH FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 5,150 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 4,860 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/20/04 - A Abercrombie & Fitch Co. *ANF* 002896207 03/26/04 3,600 1 Elect Directors For Split Mgmt 1.1 Elect Director John A. Golden --- For We recommend a vote FOR the directors with the exception of insider Seth R. Johnson. We recommend that shareholders WITHHOLD votes from Seth R. Johnson for failure to establish a majority independent board. 1.2 Elect Director Seth R. Johnson --- Withhold 1.3 Elect Director Edward F. Limato --- For 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 3,350 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 1,700 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 1,950 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Berger --- Withhold We recommend withholding votes from Mr. Berger due to his poor board meeting attendance. 1.2 Elect Director L.D. Desautels --- For 1.3 Elect Director T. Engen --- For 1.4 Elect Director L.Y. Fortier --- For 1.5 Elect Director J.P. Jacamon --- For 1.6 Elect Director W.R. Loomis --- For 1.7 Elect Director Y. Mansion --- For 1.8 Elect Director C. Morin-Postel --- For 1.9 Elect Director J.E. Newall --- For 1.10 Elect Director G. Saint-Pierre --- For 1.11 Elect Director G. Schulmeyer --- For 1.12 Elect Director P.M. Tellier --- For 1.13 Elect Director M.K. Wong --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Handel E. Evans --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gavin S. Herbert, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael R. Gallagher --- For 1.3 Elect Director Gavin S. Herbert --- Withhold 1.4 Elect Director Stephen J. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 5,350 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/25/04 - A Amazon.com, Inc. *AMZN* 023135106 03/29/04 3,000 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey P. Bezos --- For 1.2 Elect Director Tom A. Alberg --- For 1.3 Elect Director L. John Doerr --- For 1.4 Elect Director William B. Gordon --- For 1.5 Elect Director Myrtle S. Potter --- For 1.6 Elect Director Thomas O. Ryder --- For 1.7 Elect Director Patricia Q. Stonesifer --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr In this case, we note that in 2002 the company switched to a restricted stock unit program, with awards issued under the 1997 Stock Incentive Plan. Such awards are to serve as the primary vehicle for employee stock-based compensation. Management states that, under the program, the committee has discretion in determining the criteria for the granting, vesting, or forfeiture of restricted stock units, which may include performance goals or may be based on other factors, such as continued employment. While we support certain features of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and benchmarks, we believe the proposal is restrictive given the fact that the proponent asks for a complete substitution of options with restricted stock. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 6,250 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 10,900 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 15,550 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 2,500 *BUD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 850 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 650 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 2,734 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Report on Feasibility of Removing Against Against ShrHoldr Parabens from Company Products 6 Report on Feasibility of Removing Against Against ShrHoldr Dibutyl Phthalate from Company Products 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 2,200 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 1,527 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 06/11/04 - A BEA Systems, Inc. *BEAS* 073325102 04/30/04 4,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Dean O. Morton --- Withhold We recommend a vote FOR George Reyes but WITHHOLD votes from independent outsider Dean O. Morton. We recommend that shareholders WITHHOLD votes from Audit Committee member Dean O. Morton for paying excessive non-audit fees. 1.2 Elect Director George Reyes --- For 2 Ratify Auditors For Against Mgmt In this case, 75.67 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 6,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 1,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 12,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 2,633 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 63.26 percent is above the allowable cap for this company of 12.40 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 1,150 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 2,400 *COF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 1,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 4,983 1 Elect Directors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 2,150 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 6,000 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Cephalon, Inc. *CEPH* 156708109 03/18/04 350 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank Baldino, Jr., Ph.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Martyn D. Greenacre, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director William P. Egan --- For 1.3 Elect Director Robert J. Feeney, Ph.D. --- For 1.4 Elect Director Martyn D. Greenacre --- Withhold 1.5 Elect Director Charles A. Sanders, M.D. --- For 1.6 Elect Director Gail R. Wilensky, Ph.D. --- For 1.7 Elect Director Dennis L. Winger --- For 1.8 Elect Director Horst Witzel, Dr.-Ing. --- For 2 Amend Omnibus Stock Plan For For Mgmt 06/04/04 - A Chesapeake Energy Corp. *CHK* 165167107 04/08/04 1,100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 16,146 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 5,950 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 06/23/04 - A/S Cognos Inc. *CSN.* 19244C109 04/26/04 3,050 1 Elect Directors For For Mgmt 2 Ratify Ernst & Young LLP as Auditors For For Mgmt 3 Amend 2003 - 2008 Stock Option Plan For For Mgmt 4 Eliminate Class of Preferred Stock For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 6,250 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 11,500 1 Elect Directors For For Mgmt 1.1 Elect Director Jeremy R. Knowles --- For 1.2 Elect Director Eugene C. Sit --- For 1.3 Elect Director William D. Smithburg --- For 1.4 Elect Director Hansel E. Tookes II --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 2,475 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 2,250 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Dennis Berry --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Andrew J. Young, and insiders James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Andrew J. Young for poor attendance. We also recommend that shareholders WITHHOLD votes from James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Janet M. Clarke --- For 1.3 Elect Director James C. Kennedy --- Withhold 1.4 Elect Director Robert C. O'Leary --- Withhold 1.5 Elect Director James O. Robbins --- Withhold 1.6 Elect Director Rodney W. Schrock --- For 1.7 Elect Director Andrew J. Young --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 1,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Develop Charter Language on Board Against Abstain ShrHoldr Diversity 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 2,250 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 8,050 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, we recommend voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/06/04 - A Echostar Communications Corp. 278762109 03/22/04 6,250 *DISH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael T. Dugan --- Withhold We recommend a vote FOR the directors with the exceptions of insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan. We recommend that shareholders WITHHOLD votes from insiders David K. Moskowitz, Charles W. Ergen, Cantey Ergen, James DeFranco, and Michael T. Dugan for failure to establish an independent nominating committee and for failure to have a majority independent board. 1.2 Elect Director James Defranco --- Withhold 1.3 Elect Director Cantey Ergen --- Withhold 1.4 Elect Director Charles W. Ergen --- Withhold 1.5 Elect Director Raymond L. Friedlob --- For 1.6 Elect Director Steven R. Goodbarn --- For 1.7 Elect Director David K. Moskowitz --- Withhold 1.8 Elect Director C. Michael Schroeder --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 06/03/04 - A Electronics For Imaging, Inc. 286082102 04/12/04 2,350 *EFII* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 4,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 32,980 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 2,950 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 3,270 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 2,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 3,950 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. H. Bond --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders John R. H. Bond and Robert E. Rubin. We recommend that shareholders WITHHOLD votes from John R. H. Bond and Robert E. Rubin for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Stephen G. Butler --- For 1.3 Elect Director Kimberly A. Casiano --- For 1.4 Elect Director Edsel B. Ford II --- For 1.5 Elect Director William Clay Ford --- For 1.6 Elect Director William Clay Ford, Jr. --- For 1.7 Elect Director Irvine O. Hockaday, Jr. --- For 1.8 Elect Director Marie-Josee Kravis --- For 1.9 Elect Director Richard A. Manoogian --- For 1.10 Elect Director Ellen R. Marram --- For 1.11 Elect Director Homer A. Neal --- For 1.12 Elect Director Jorma Ollila --- For 1.13 Elect Director Carl E. Reichardt --- For 1.14 Elect Director Robert E. Rubin --- Withhold 1.15 Elect Director Nicholas V. Scheele --- For 1.16 Elect Director John L. Thornton --- For 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 4 Establish Other Board Committee Against For ShrHoldr Although we have reservations about the fact that the proposal neither sets a limit on the proposed committee's duration nor stipulates the committee's specific plan of action, we agree with the proponent's basic position. The Ford family has three seats on the board, which is disproportionate to its equity stake. We believe that the Ford family's substantial voting control of the company is sufficient enough to point out the need for an independent committee to evaluate conflicts of interest between family shareholders and nonfamily shareholders. Ford's board formed a committee in December 2002 to review Mr. Ford's acquisition of shares in Goldman Sachs Group, Inc.'s 1999 IPO. The committee, composed of directors Ellen R. Marram, Irvine O. Hockaday Jr., Homer A. Neal, Richard A. Manoogian and Marie-Josee Kravis, all independent directors, was mandated to review the stock purchase in response to a shareholder demand. The shareholder, Roger Berger, requested that Mr. Ford sell the Goldman Sachs shares to the company at the original price because Ford is a longstanding client of Goldman's, and not Mr. Ford himself. The committee rejected the shareholder demand and subsequently the full board accepted the committee's recommendation in February 2003. In February, Ford Motor Co. chairman and CEO William Clay Ford Jr. announced he would sell 400,000 shares of Goldman Sachs Group Inc. and that he would donate profits then estimated at $4.7 million to charity. The committee established in December 2002 only reviewed the shareholder demand regarding the proceeds from the IPO allocation, and did not evaluate other potential conflicts of interest between family shareholders and non-family shareholders. Due to Ford family's substantial voting control of the company, potential conflict of interests may arise in the future. The committee suggested by the proponent may serve as a mechanism to ensure that common shareholders are treated fairly vis-a-vis Ford family shareholders, should such a conflict of interest arise. In light of our concerns with the IPO allocation and the recapitalization plan, we support this nonbinding proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Although we agree with the principle of pay-for-performance in setting executive pay, we believe that the cessation of all rights, options, SARs, and possible severance payments to top five management: (1) does not resolve potential disconnects between pay and performance and (2) would be unduly restrictive with respect to the company's compensation strategies. As such, we recommend a vote AGAINST. 6 Amend By Laws Relating to Board Against Against ShrHoldr Independence An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. According to our director classifications, nine of the 16 directors are independent. Although we would prefer a two-thirds independent board, we believe that the proponent's request would limit the flexibility of the company without ensuring the maintenance of a majority independent board. We note that, according to our director classifications, there are four affiliated outside directors on the board. We believe that the proposed amendment is not in shareholders' best interest as it: (1) would not ensure board independence by not addressing the presence of affiliated outside directors on the board and (2) would limit the company's flexibility with regard to board composition. As such, we recommend a vote AGAINST. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 2,150 Group, Inc. *FBR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Emanuel J. Friedman --- For We recommend a vote FOR the directors with the exception of Wallace L. Timmeny. We recommend that shareholders WITHHOLD votes from Wallace L. Timmeny for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Eric F. Billings --- For 1.3 Elect Director W. Russell Ramsey --- For 1.4 Elect Director Daniel J. Altobello --- For 1.5 Elect Director Peter A. Gallagher --- For 1.6 Elect Director Stephen D. Harlan --- For 1.7 Elect Director Russell C. Lindner --- For 1.8 Elect Director Wallace L. Timmeny --- Withhold 1.9 Elect Director John T. Wall --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 850 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 04/16/04 - WC Genentech, Inc. *DNA* 368710406 02/17/04 250 1 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 2 Elect Directors For Split Mgmt 2.1 Elect Director Herbert W. Boyer --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Jonathan K.C. Knowles, Arthur D. Levinson, William M. Burns, Erich Hunziker and affiliated outsider Herbert W. Boyer. We recommend that shareholders WITHHOLD votes from Jonathan K.C. Knowles for standing as an insider on the Compensation and Nominating committees and for failure to establish a majority independent board and from Herbert W. Boyer for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from Arthur D. Levinson, William M. Burns and Erich Hunziker for failure to establish a majority independent board. 2.2 Elect Director Arthur D. Levinson --- Withhold 2.3 Elect Director Mark Richmond --- For 2.4 Elect Director Charles A. Sanders --- For 2.5 Elect Director William M. Burns --- Withhold 2.6 Elect Director Erich Hunziker --- Withhold 2.7 Elect Director Jonathan K.C. Knowles --- Withhold 3 Elect Director M. Burns For Withhold Mgmt 4 Elect Director Erich Hunziker For Withhold Mgmt 5 Elect Director Jonathan K.C. Knowles For Withhold Mgmt 6 Increase Authorized Common Stock For For Mgmt 7 Approve Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 12.19 percent is above the allowable cap for this company of 8.53 percent. 8 Ratify Auditors For For Mgmt 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 40,020 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 2,300 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr We support the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, we believe that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against For ShrHoldr Independent Directors Since approval of this proposal will ensure independence on key board committees, we support this request. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, we believe that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. 05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 2,850 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas A. Berthiaume --- For 1.2 Elect Director Henry E. Blair --- For 1.3 Elect Director Gail K. Boudreaux --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Increase Authorized Preferred Stock For Against Mgmt In this case, management has specifically stated that the shares will be used in connection with the poison pill. We recommend shareholders vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a rights plan, especially if the plan has not been approved by shareholders and includes a trigger of less than 20 percent. 6 Ratify Auditors For For Mgmt 7 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/25/04 - A Gilead Sciences, Inc. *GILD* 375558103 04/05/04 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Increase Authorized Common Stock For For Mgmt 05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 2,800 1 Elect Directors For For Mgmt 1.1 Elect Director Maurice A. Cox, Jr. --- For 1.2 Elect Director Nancy-Ann Min DeParle --- For 1.3 Elect Director Ronald W. Dollens --- For 1.4 Elect Director Enrique C. Falla --- For 1.5 Elect Director Kristina M. Johnson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 2,200 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 14,350 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 4,450 1 Elect Directors For Split Mgmt 1.1 Elect Director Orrin H. Ingram II --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Orrin H. Ingram II. We recommend that shareholders WITHHOLD votes from Orrin H. Ingram II for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Michael T. Smith --- For 1.3 Elect Director Joe B. Wyatt --- For 1.4 Elect Director Howard I. Atkins --- For 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 52,250 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 06/23/04 - A InteractiveCorp *IACI* 45840Q101 04/29/04 8,650 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard N. Barton --- For We recommend a vote FOR the directors with the exception of independent outsider Edgar Bronfman, Jr., affiliated outsider Diane Von Furstenberg, and insiders Victor A. Kaufman, Barry Diller, and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from Edgar Bronfman, Jr. for poor attendance, from Robert R. Bennett for standing as an insider on the Compensation Committee and for failure to establish an independent nominating committee, and from Diane Von Furstenberg, Victor A. Kaufman, and Barry Diller for failure to establish an independent nominating committee. 1.2 Elect Director Robert R. Bennett --- Withhold 1.3 Elect Director Edgar Bronfman, Jr. --- Withhold 1.4 Elect Director Barry Diller --- Withhold 1.5 Elect Director Victor A. Kaufman --- Withhold 1.6 Elect Director Donald R. Keough --- For 1.7 Elect Director Marie-Josee Kravis --- For 1.8 Elect Director John C. Malone --- For 1.9 Elect Director Steven Rattner --- For 1.10 Elect Director Gen. H.N. Schwarzkopf --- For 1.11 Elect Director Alan G. Spoon --- For 1.12 Elect Director Diane Von Furstenberg --- Withhold 2 Ratify Auditors For For Mgmt 04/27/04 - A International Business 459200101 02/27/04 3,090 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/26/04 - A International Steel Group, Inc 460377104 04/05/04 1,900 *ISG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 11,708 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 5,745 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/16/04 - S Juniper Networks, Inc. *JNPR* 48203R104 03/10/04 600 1 Issue Shares in Connection with an For For Mgmt Acquisition 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 4,550 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Against For ShrHoldr Options Despite the fact that certain features of the proposal may be more rigorous than others, we support the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A L-3 Communications Holdings, 502424104 03/19/04 2,300 Inc. *LLL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 2,380 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 1,100 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 9,632 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/28/04 - A Lowe *LOW* 548661107 04/01/04 10,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 2,690 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Mattson Technology, Inc. 577223100 03/25/04 2,500 *MTSN* 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 10,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/27/04 - A MCAFEE INC. *MFE* 640938106 04/01/04 3,650 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 4,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 2,350 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 3,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 4,950 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 06/17/04 - A Michaels Stores, Inc. *MIK* 594087108 04/26/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 3,450 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 7,100 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/05/04 - A Nationwide Financial Services, 638612101 03/08/04 1,700 Inc. *NFS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 7.10 percent is above the allowable cap for this company of 5.16 percent. Because this amendment would extend the life of a plan that exceeds the cost cap for an additional six years, we recommend a vote AGAINST this proposal. 4 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash 06/16/04 - A Netgear Inc *NTGR* 64111Q104 04/27/04 2,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 1,450 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 2,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 2,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/21/04 - A Outback Steakhouse, Inc. *OSI* 689899102 02/27/04 550 1 Elect Directors For For Mgmt 1.1 Elect Director John A. Brabson, Jr. --- For 1.2 Elect Director Lee Roy Selmon --- For 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 16.41 percent is above the allowable cap for this company of 12.97 percent. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 10,550 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 47,140 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 4,100 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 2,450 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Dugas, Jr. --- For 1.2 Elect Director David N. McCammon --- For 1.3 Elect Director William J. Pulte --- For 1.4 Elect Director Francis J. Sehn --- For 1.5 Elect Director Michael E. Rossi --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditor Against For ShrHoldr Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 05/06/04 - A Sap Ag 803054204 03/30/04 3,700 Meeting for Holders of ADRs 1 RESOLUTION ON THE APPROPRIATION OF For For Mgmt THE RETAINED EARNINGS OF THE FISCAL YEAR 2003 2 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003 3 RESOLUTION ON THE FORMAL APPROVAL For For Mgmt OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003 4 Ratify Auditors For For Mgmt 5 RESOLUTION ON ADJUSTMENTS TO For For Mgmt SECTION 4 OF THE ARTICLES OF ASSOCIATION 6 RESOLUTION ON THE AUTHORIZATION TO For For Mgmt ACQUIRE AND USE TREASURY SHARES 7 RESOLUTION ON THE AUTHORIZATION TO For Against Mgmt USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES We recommend a vote against this resolution on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 2,180 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 06/10/04 - A Semtech Corp. *SMTC* 816850101 04/23/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Glen M. Antle --- For We recommend a vote FOR the directors with the exception of insiders John D. Poe and Jason L. Carlson. We recommend that shareholders WITHHOLD votes from John D. Poe and Jason L. Carlson for failure to establish an independent nominating committee. 1.2 Elect Director James P. Burra --- For 1.3 Elect Director Jason L. Carlson --- Withhold 1.4 Elect Director Rockell N. Hankin --- For 1.5 Elect Director James T. Lindstrom --- For 1.6 Elect Director John L. Piotrowski --- For 1.7 Elect Director John D. Poe --- Withhold 1.8 Elect Director James T. Schraith --- For 2 Ratify Auditors For For Mgmt 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 6,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 8,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 3,600 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 3,200 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 8,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 2,450 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 2,200 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 05/19/04 - A Station Casinos, Inc. *STN* 857689103 03/26/04 2,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Lorenzo J. Fertitta --- Withhold We recommend a vote FOR James E. Nave, D.V.M. but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from insider Lorenzo J. Fertitta and affiliated outsider Blake L. Sartini for failure to establish a majority independent board. 1.2 Elect Director Blake L. Sartini --- Withhold 1.3 Elect Director James E. Nave, D.V.M. --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 1,650 1 Elect Directors For Split Mgmt 1.1 Elect Director John W. Brown --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Ronda E. Stryker and Donald M. Engelman, Ph.D. We recommend that shareholders WITHHOLD votes from Ronda E. Stryker for standing as an affiliated outsider on the compensation and nominating committees and from Donald M. Engelman, Ph.D. for standing as affiliated outsiders on the nominating committee. 1.2 Elect Director Howard E. Cox, Jr. --- For 1.3 Elect Director Donald M. Engelman, Ph.D. --- Withhold 1.4 Elect Director Jerome H. Grossman, M.D. --- For 1.5 Elect Director John S. Lillard --- For 1.6 Elect Director William U. Parfet --- For 1.7 Elect Director Ronda E. Stryker --- Withhold 2 Increase Authorized Common Stock For For Mgmt 05/11/04 - A Taiwan Semiconductor 874039100 03/15/04 2,065 Manufacturing Co. Meeting for Holders of ADRs 1 TO ACCEPT 2003 BUSINESS REPORT AND For For Mgmt FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR For For Mgmt DISTRIBUTION OF 2003 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF For For Mgmt 2003 DIVIDENDS AND EMPLOYEE PROFIT SHARING. 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 6,250 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY For For Mgmt S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS. 2 TO APPROVE THE BOARD OF DIRECTORS For Against Mgmt RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL. 3 TO ELECT ABRAHAM E. COHEN TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 5 TO ELECT PROF. MEIR HETH TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 6 TO ELECT PROF. MOSHE MANY TO SERVE For For Mgmt FOR A THREE-YEAR TERM. 7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 8 TO APPROVE THE PURCHASE OF DIRECTOR For Against Mgmt S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. 9 Ratify Auditors For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 1,950 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 7,950 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 6,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend a vote FOR the directors with the exception of Warren E. Buffett. We recommend that shareholders WITHHOLD votes from Warren E. Buffett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Warren E. Buffett --- Withhold 1.5 Elect Director Douglas N. Daft --- For 1.6 Elect Director Barry Diller --- For 1.7 Elect Director Donald R. Keough --- For 1.8 Elect Director Susan Bennett King --- For 1.9 Elect Director Maria Elena Lagomasino --- For 1.10 Elect Director Donald F. Mchenry --- For 1.11 Elect Director Robert L. Nardelli --- For 1.12 Elect Director Sam Nunn --- For 1.13 Elect Director J. Pedro Reinhard --- For 1.14 Elect Director James D. Robinson III --- For 1.15 Elect Director Peter V. Ueberroth --- For 1.16 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Report on Operational Impact of For For ShrHoldr HIV/AIDS Pandemic 4 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Submit Executive Compensation to Against For ShrHoldr Vote We are concerned with the disparate treatment given to senior executives. Therefore, we recommend voting FOR the proposal. 7 Submit Executive Compensation to Against Against ShrHoldr Vote 8 Implement China Principles Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr 05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 3,390 1 Elect Directors For For Mgmt 1.1 Elect Director Edward F. DeGraan --- For 1.2 Elect Director Wilbur H. Gantz --- For 1.3 Elect Director James M. Kilts --- For 1.4 Elect Director Jorge Paulo Lemann --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 5,450 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 4 Report on Vendor Standards Against Abstain ShrHoldr 5 Declassify the Board of Directors Against Against ShrHoldr 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 5,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 16,845 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 2,550 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 05/05/04 - A Triton PCS Holdings, Inc. 89677M106 03/10/04 4,850 *TPC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 3,500 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 3,100 *UPS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 2,990 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A UnitedHealth Group 91324P102 03/15/04 8,250 Incorporated *UNH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. This proposal is too restrictive, and does not warrant shareholder approval. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 5,600 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/27/04 - A VeriSign Inc *VRSN* 92343E102 03/29/04 5,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 3,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 11,943 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 16,650 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 1,150 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 1,500 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 6,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr 05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 9,350 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry S. Semel --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Terry S. Semel and Jerry Yang, affiliated outsider Eric Hippeau, and independent outsiders Gary L. Wilson, Edward R. Kozel, Robert A. Kotick, Arthur H. Kern, Ronald W. Burkle and Roy J. Bostock for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Jerry Yang --- Withhold 1.3 Elect Director Roy J. Bostock --- Withhold 1.4 Elect Director Ronald W. Burkle --- Withhold 1.5 Elect Director Eric Hippeau --- Withhold 1.6 Elect Director Arthur H. Kern --- Withhold 1.7 Elect Director Robert A. Kotick --- Withhold 1.8 Elect Director Edward R. Kozel --- Withhold 1.9 Elect Director Gary L. Wilson --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 3,050 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LARGE CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/27/03 - A Computer Associates 204912109 07/02/03 79,700 International, Inc. *CA* 1 Elect Directors For For 2 Approve Non-Employee Director For For Omnibus Stock Plan 3 Ratify Auditors For For 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 17,300 *CSC* 1 Elect Directors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 21,300 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 37,900 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 80,200 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote 07/30/03 - A Vodafone Group PLC 92857W100 None 86,600 1 Accept Financial Statements and For For Statutory Reports 2 Approve Remuneration Report For For 3 Reelect Lord MacLaurin of Knebworth For For as Director 4 Reelect Kenneth Hydon as Director For For 5 Reelect Thomas Geitner as Director For For 6 Reelect Alec Broers as Director For For 7 Reelect Juergen Schrempp as Director For For 8 Elect John Buchanan as Director For For 9 Approve Final Dividend of 0.8983 For For Pence Per Share 10 Ratify Deloitte and Touche as For For Auditors 11 Authorize Board to Fix Remuneration For For of Auditors 12 Authorize EU Political Donations up For For to GBP 100,000 13 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Share Repurchase Program Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LARGE CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 22,565 1 Increase Authorized Common Stock For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 7,600 1 Elect Directors For For 2 Ratify Auditors For For 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 85,900 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 47,000 1 Approve Merger Agreement For For 11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 71,200 *FOX* 1 Elect Directors For Split 1.1 Elect Director K. Rupert Murdoch, AC --- Withhold We recommend a vote FOR the directors with the exception of insiders Lachlan K. Murdoch, Arthur M. Siskind, David F. DeVoe, Peter Chernin, and K. Rupert Murdoch, AC. We recommend that shareholders WITHHOLD votes from Lachlan K. Murdoch, Arthur M. Siskind and David F. DeVoe for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Peter Chernin and K. Rupert Murdoch for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Peter Chernin --- Withhold 1.3 Elect Director David F. DeVoe --- Withhold 1.4 Elect Director Arthur M. Siskind --- Withhold 1.5 Elect Director Lachlan K. Murdoch --- Withhold 1.6 Elect Director Christos M. Cotsakos --- For 1.7 Elect Director Thomas W. Jones --- For 1.8 Elect Director Peter Powers --- For 2 Ratify Auditors For For 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 48,200 1 Elect Directors For For 2 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 67,900 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 63,000 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 20,900 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT LARGE CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 46,100 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 80,200 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 19,200 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 23,300 *CFC* 1 Increase Authorized Common Stock For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 8,500 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 38,700 1 Elect Directors For For 2 Ratify Auditors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 134,500 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 14,200 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 03/25/04 - A Nokia Corp. 654902204 01/30/04 26,801 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS For For AND THE BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 Elect Directors For For 5 Ratify Auditors For For 6 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 14,200 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 23,325 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement 2 Amend Bylaws For For 3 Amend Articles For For 4 Reduce Supermajority Vote For For Requirement 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 82,200 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For At the end of the day, all roads lead back to Eisner. For 20 years Disney's revolving door for board members and management has had one constant ' Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child. Were there a shareholder proposal on the ballot to separate those roles, we would support it. The withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper. The structural changes adopted recently at Disney are too new and too untested for investors to know whether they'll get traction over time. We believe that shareholders will be best served by cracking opening the door to the boardroom. In a year's time, we'll have a better idea if the recent reforms have taken hold. If not, shareholders may be best served by boardroom change. ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against 4 Report on Supplier Labor Standards Against Against in China 5 Report on Amusement Park Safety Against Abstain 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 87,100 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LARGE CAP VALUE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 10,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 17,300 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 16,900 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Berger --- Withhold We recommend withholding votes from Mr. Berger due to his poor board meeting attendance. 1.2 Elect Director L.D. Desautels --- For 1.3 Elect Director T. Engen --- For 1.4 Elect Director L.Y. Fortier --- For 1.5 Elect Director J.P. Jacamon --- For 1.6 Elect Director W.R. Loomis --- For 1.7 Elect Director Y. Mansion --- For 1.8 Elect Director C. Morin-Postel --- For 1.9 Elect Director J.E. Newall --- For 1.10 Elect Director G. Saint-Pierre --- For 1.11 Elect Director G. Schulmeyer --- For 1.12 Elect Director P.M. Tellier --- For 1.13 Elect Director M.K. Wong --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 51,500 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Report on Pay Disparity Against Abstain ShrHoldr 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, we find the proposal in this case overly restrictive and recommend voting AGAINST it. 04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 22,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 59,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 49,800 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 58,800 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 18,800 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 45,130 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 105,200 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 45,500 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 80,200 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 48,600 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Basf Ag 055262505 03/23/04 19,400 Meeting for Holders of ADRs 1 ADOPTION OF A RESOLUTION ON THE For For Mgmt APPROPRIATION OF PROFIT 2 ADOPTION OF A RESOLUTION GIVING For For Mgmt FORMAL APPROVAL TO THE ACTIONS OF THE SUPERVISORY BOARD 3 ADOPTION OF A RESOLUTION GIVING For For Mgmt FORMAL APPROVAL TO THE ACTIONS OF THE BOARD OF EXECUTIVE DIRECTORS 4 ELECTION OF AN AUDITOR FOR THE For For Mgmt FINANCIAL YEAR 2004 5 AUTHORIZATION TO BUY BACK SHARES For For Mgmt AND TO PUT THEM TO FURTHER USE INCLUDING THE AUTHORIZATION TO REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL 6 AUTHORIZATION TO ACQUIRE OUR OWN For Against Mgmt SHARES USING DERIVATIVE FINANCIAL INSTRUMENTS The use of an independent qualified financial intermediary and a restriction on the number or shares that could be repurchased in this manner would reduce risk. Considering the absence of any indication that either of these restrictions would apply, we consider the potential risks to outweigh the potential benefits. We recommend a vote against this resolution on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 7 RESOLUTION ON THE CANCELLATION OF For For Mgmt EXISTING AND THE CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION 8 APPROVAL OF A CONTROL AND PROFIT For For Mgmt AND LOSS TRANSFER AGREEMENT 04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 65,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 6 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine the CEO's pay based on a number of factors, rather then have an arbitrary cap to determine the CEO's compensation. While we understand the proponents' concerns with escalating CEO pay, we believe that the proposed cap would be unduly restrictive. Thus, we do not support this proposal. 7 Report on Political Against Against ShrHoldr Contributions/Activities 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 15,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/15/04 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/23/04 42,100 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Mgmt 3 Ratify Auditors For For Mgmt 4 TO AMEND THE ARTICLES OF For For Mgmt ASSOCIATION OF THE COMPANY 5 TO GIVE AUTHORITY TO ALLOT SHARES For For Mgmt UP TO A SPECIFIED AMOUNT 6 SPECIAL RESOLUTION: TO GIVE For For Mgmt AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO AUTHORISE THE USE OF TREASURY For For Mgmt SHARES FOR EMPLOYEE SHARE SCHEMES 9 TO APPROVE THE DIRECTORS For For Mgmt REMUNERATION REPORT 10 TO DETERMINE THE LIMIT FOR THE For For Mgmt AGGREGATE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 11 TO RECEIVE THE DIRECTORS ANNUAL For For Mgmt REPORT AND THE ACCOUNTS 12 SPECIAL SHAREHOLDER RESOLUTION: TO Against Against ShrHoldr INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 50,000 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 44,400 Corp. *BNI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Marc F. Racicot and Vilma S. Martinez. We recommend that shareholders WITHHOLD votes from Marc F. Racicot and Vilma S. Martinez for standing as affiliated outsiders on the Directors and Corporate Governance Committee, which serves as the nominating committee. 1.2 Elect Director Vilma S. Martinez --- Withhold 1.3 Elect Director Marc F. Racicot --- Withhold 1.4 Elect Director Roy S. Roberts --- For 1.5 Elect Director Matthew K. Rose --- For 1.6 Elect Director Marc J. Shapiro --- For 1.7 Elect Director J.C. Watts, Jr. --- For 1.8 Elect Director Robert H. West --- For 1.9 Elect Director J. Steven Whisler --- For 1.10 Elect Director Edward E. Whitacre, Jr. --- For 1.11 Elect Director Michael B. Yanney --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 12,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 34,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 72,200 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 40,947 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 9,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 203,633 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 42,900 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 36,231 1 Elect Directors For For Mgmt 1.1 Elect Director S. Decker Anstrom --- For 1.2 Elect Director C. Michael Armstrong --- For 1.3 Elect Director Kenneth J. Bacon --- For 1.4 Elect Director Sheldon M. Bonovitz --- For 1.5 Elect Director Julian A. Brodsky --- For 1.6 Elect Director Joseph L. Castle, II --- For 1.7 Elect Director J. Michael Cook --- For 1.8 Elect Director Brian L. Roberts --- For 1.9 Elect Director Ralph J. Roberts --- For 1.10 Elect Director Dr. Judith Rodin --- For 1.11 Elect Director Michael I. Sovern --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 5 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board Currently, according to our definition of independence, the board consists of four insiders, one affiliated outsiders, and six independent outsiders. A majority of the board members are independent outsiders, however, we prefer that a substantial majority of the directors be independent. In the case of Comcast, we believe that a two-thirds independent board is particularly important due to Comcast's dual class ownership structure and several insiders currently sitting on the board. Therefore, we recommend shareholders support this proposal. 6 Political Contributions/Activities Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 7 Nominate Two Directors for every Against For ShrHoldr open Directorships Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract a qualified CEO. 9 Adopt a Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request for the company to take steps to develop a recapitalization plan where all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 80,945 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 34,149 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 66,100 1 Elect Directors For For Mgmt 1.1 Elect Director W. Don Cornwell --- For 1.2 Elect Director Thomas P. Gerrity --- For 1.3 Elect Director Stanley P. Goldstein --- For 1.4 Elect Director Marian L. Heard --- For 1.5 Elect Director William H. Joyce --- For 1.6 Elect Director Terry R. Lautenbach --- For 1.7 Elect Director Terrence Murray --- For 1.8 Elect Director Sheli Z. Rosenberg --- For 1.9 Elect Director Thomas M. Ryan --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the proposal, such as the annual bonus based on well-defined quantitative and qualitative performance measures, granting of restricted stock based on achievement of justifiable performance criteria, we believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. We believe this proposal is too restrictive, as it would limit equity awards to restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 41,700 1 Elect Directors For For Mgmt 1.1 Elect Director Susan B. Allen --- For 1.2 Elect Director Peter W. Brown --- For 1.3 Elect Director Ronald J. Calise --- For 1.4 Elect Director Thos. E. Capps --- For 1.5 Elect Director George A. Davidson, Jr. --- For 1.6 Elect Director John W. Harris --- For 1.7 Elect Director Robert S. Jepson, Jr. --- For 1.8 Elect Director Benjamin J. Lambert, III --- For 1.9 Elect Director Richard L. Leatherwood --- For 1.10 Elect Director Margaret A. McKenna --- For 1.11 Elect Director Kenneth A. Randall --- For 1.12 Elect Director Frank S. Royal --- For 1.13 Elect Director S. Dallas Simmons --- For 1.14 Elect Director Robert H. Spilman --- For 1.15 Elect Director David A. Wollard --- For 2 Ratify Auditors For For Mgmt 3 Submit Executive Compensation to Against Against ShrHoldr Vote We believe that such proposal will put unnecessary restrictions on grants of awards since any plan allowing for grant of incentive stock options requires prior shareholder approval. This item does not warrant shareholder approval. 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 19,400 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 25,200 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 21,500 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 21,400 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 23,800 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 32,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 167,200 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 38,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 47,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 38,800 1 Elect Directors For For Mgmt 1.1 Elect Director Paul T. Addison --- For 1.2 Elect Director Ernest J. Novak, Jr. --- For 1.3 Elect Director John M. Pietruski --- For 1.4 Elect Director Catherine A. Rein --- For 1.5 Elect Director Robert C. Savage --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Reduce Supermajority Vote For For Mgmt Requirement 5 Approve Deferred Compensation Plan For For Mgmt 6 Approve Deferred Compensation Plan For For Mgmt 7 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 8 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. Even if the company's current pill ends up being redeemed as planned, this proposal deserves shareholder support because of it calls on the board to submit future pills to a shareholder vote as well. 9 Report on Political Against Against ShrHoldr Contributions/Activities 10 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 28,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 6 Increase Authorized Common Stock For For Mgmt 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 8,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 47,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 38,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara L. Bowles --- Withhold We recommend a vote FOR the directors with the exceptions of James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles. We recommend that shareholders WITHHOLD votes from James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Donald V. Fites --- Withhold 1.3 Elect Director David R. Goode --- Withhold 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director William R. Johnson --- For 1.6 Elect Director James B. Williams --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 43,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 49,850 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 8,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 66,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 21,600 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 38,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland. We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr We note that the compensation committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather than have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on the CEO compensation would be unduly restrictive. Thus, we do not support this proposal. 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 20,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 113,500 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 22,600 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Pastora San Juan Cafferty --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Marc J. Shapiro, Linda Johnson Rice and Pastora San Juan Cafferty for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. We also recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards and for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Claudio X. Gonzalez --- Withhold 1.3 Elect Director Linda Johnson Rice --- Withhold 1.4 Elect Director Marc J. Shapiro --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 04/27/04 - A Kraft Foods Inc *KFT* 50075N104 03/03/04 45,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Louis C. Camilleri --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Louis C. Camilleri, Dinyar S. Devitre, Charles R. Wall, Betsy D. Holden and Roger K. Deromedi. We recommend that shareholders WITHHOLD votes from Louis C. Camilleri, Dinyar S. Devitre, Charles R. Wall, Betsy D. Holden and Roger K. Deromedi for failure to establish a majority independent board. 1.2 Elect Director Roger K. Deromedi --- Withhold 1.3 Elect Director Dinyar S. Devitre --- Withhold 1.4 Elect Director W. James Farrell --- For 1.5 Elect Director Betsy D. Holden --- Withhold 1.6 Elect Director John C. Pope --- For 1.7 Elect Director Mary L. Schapiro --- For 1.8 Elect Director Charles R. Wall --- Withhold 1.9 Elect Director Deborah C. Wright --- For 2 Ratify Auditors For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 20,500 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 154,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 23,500 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 05/28/04 - A Lowe *LOW* 548661107 04/01/04 19,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 55,600 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 47,500 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 95,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 3,642 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 30,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 41,700 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 75,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 40,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 91,100 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 12,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 23,800 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 12,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 13,900 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 93,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 34,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 39,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stockholder Protection For For Mgmt Rights Agreement 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 35,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against Against ShrHoldr 05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 18,600 1 Elect Directors For For Mgmt 1.1 Elect Director John M. Deutch --- For 1.2 Elect Director Michael C. Ruettgers --- For 1.3 Elect Director William R. Spivey --- For 1.4 Elect Director William H. Swanson --- For 1.5 Elect Director Linda G. Stuntz --- For 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposals regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. Further, we apply a one year test where the proposal was approved with a majority of the shares outstanding, as was the case in 2003. With respect to the shareholder proposal regarding poison pills, we do not consider the shareholder approval clocks as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal and, if necessary, will recommend the withholding of votes for nominated directors at next year's meeting. 5 Declassify the Board of Directors Against Against ShrHoldr 6 Implement MacBride Principles Against Against ShrHoldr 7 Expense Stock Options Against For ShrHoldr By not subtracting the cost of options, companies can report artificially high earnings that distort true operating performance and lead to abuses of executive pay. Expensing would discipline compensation practices and level the accounting playing field among different forms of pay, including other types of equity-based awards, such as indexed options and restricted stock, which currently must be charged to earnings. More important, expensing would provide earnings clarity, which would help restore investor confidence. 8 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 9 Limit Executive Compensation Against Against ShrHoldr Although each element of the proposal has aspects that cause us to vote against the proposal, it is important to re-emphasize that had we been in favor of any of the elements, we would nevertheless had to vote against the whole proposal. Therefore, it is important to ensure that proposals are sufficiently focused - as far as possible, proposals should focus on a specific element rather than attempt to cover a general list of points. 05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 52,200 1 Elect Directors For For Mgmt 1.1 Elect Director James E. O'Connor --- For 1.2 Elect Director Harris W. Hudson --- For 1.3 Elect Director John W. Croghan --- For 1.4 Elect Director W. Lee Nutter --- For 1.5 Elect Director Ramon A. Rodriguez --- For 1.6 Elect Director Allan C. Sorensen --- For 2 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 73,847 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 19,100 1 Elect Directors For For Mgmt 1.1 Elect Director William L. Bax --- For 1.2 Elect Director Donald J. Carty --- For 1.3 Elect Director Alan J. Lacy --- For 1.4 Elect Director Hugh B. Price --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company refuses to put any future pill to a shareholder vote, and because the pill proposal has received shareholder support in each of the past two years, we recommend that shareholders support this proposal. 5 Establish Other Board Committee Against For ShrHoldr Since the underlying purpose of this proposal is to provide an effective communication mechanism between the company's shareholders and its board, we believe it to be in the best interest of the shareholders. As such, this proposal warrants a shareholder approval. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 17,100 *SPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 22,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 47,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 22,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 46,500 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director Jeffrey Noodle --- For 1.3 Elect Director Steven S. Rogers --- For 1.4 Elect Director Ronald E. Daly --- For 1.5 Elect Director Marissa Peterson --- For 2 Ratify Auditors For For Mgmt 3 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 67,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 69,900 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 60,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Provide for Cumulative Voting Against Against ShrHoldr 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 16,900 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/20/04 - A The Hartford Financial 416515104 03/22/04 40,700 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 1.1 Elect Director Ramani Ayer --- For 1.2 Elect Director Ronald E. Ferguson --- For 1.3 Elect Director Edward J. Kelly, III --- For 1.4 Elect Director Paul G. Kirk, Jr. --- For 1.5 Elect Director Thomas M. Marra --- For 1.6 Elect Director Gail J. McGovern --- For 1.7 Elect Director Robert W. Selander --- For 1.8 Elect Director Charles B. Strauss --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Gordon I. Ulmer --- For 1.11 Elect Director David K. Zwiener --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 51,200 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Clendenin --- For 1.2 Elect Director David B. Dillon --- For 1.3 Elect Director David B. Lewis --- For 1.4 Elect Director Don W. McGeorge --- For 1.5 Elect Director W. Rodney McMullen --- For 1.6 Elect Director Susan M. Phillips --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Furthermore, we believe that a company's severance provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. However, in this case, the proposal does not call for the option of seeking approval after the material terms of the agreement are agreed upon. Because it is not practical to obtain prior shareholder approval for these agreements, we believe that the proposal as mandated by the proponent is too restrictive. As such, we do not believe this proposal warrants shareholder support at this time. 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 45,300 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 06/23/04 - A Toyota Motor Corp. 892331307 03/30/04 3,400 Meeting for Holders of ADRs 1 APPROVAL OF PROPOSED APPROPRIATION For Against Mgmt OF RETAINED EARNINGS FOR THE FY2004 TERM Because we believe support for the higher dividend proposed by shareholders in Item 7 would likely spur demand for Toyota shares and help boost the share price, we recommend that shareholders oppose this resolution. 2 AMENDMENT OF THE ARTICLES OF For For Mgmt INCORPORATION 3 ELECTION OF 27 DIRECTORS For For Mgmt 4 ISSUE OF STOCK ACQUISITION RIGHTS For For Mgmt WITHOUT CONSIDERATION TO DIRECTORS, MANAGING OFFICERS AND EMPLOYEES, ETC., OF TOYOTA MOTOR CORPORATION AND ITS AFFILIATES 5 REPURCHASE OF SHARES For For Mgmt 6 AWARD OF BONUS PAYMENTS TO MR. IWAO For For Mgmt ISOMURA (DECEASED), FORMER REPRESENTATIVE DIRECTOR AND VICE CHAIRMAN, AND TO RETIRING DIRECTORS 7 PROPOSED APPROPRIATION OF RETAINED Against For ShrHoldr EARNINGS 8 AMENDMENT OF THE ARTICLES OF Against For ShrHoldr INCORPORATION (PART 1) 9 AMENDMENT OF THE ARTICLES OF Against Against ShrHoldr INCORPORATION (PART 2) The amount of the contribution pointed to by the shareholders does not seem excessive for a company with consolidated net revenues of JY 17.3 trillion ($157.3 billion) and net profits of JY 1.16 trillion ($10.5 billion). Because it does not appear that past political contributions by Toyota Motor have harmed shareholder value, and because we can envision scenarios where future contributions would benefit shareholders, we do not support this proposal. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 25,600 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 73,100 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 26,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 04/14/04 - A United Technologies Corp. 913017109 02/17/04 35,100 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 16,125 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 93,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 47,600 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 64,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 32,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 87,400 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 41,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors Against Against Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Implement Restricted Share Against For ShrHoldr Executive Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against ShrHoldr 7 Develop Policy Regarding Old Growth Against Against ShrHoldr Forests 8 Ratify Auditors For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 45,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/27/03 - A Computer Associates 204912109 07/02/03 12,400 International, Inc. *CA* 1 Elect Directors For For 2 Approve Non-Employee Director For For Omnibus Stock Plan 3 Ratify Auditors For For 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 2,700 *CSC* 1 Elect Directors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 3,300 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 5,880 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 12,200 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote 07/30/03 - A Vodafone Group PLC 92857W100 None 13,200 1 Accept Financial Statements and For For Statutory Reports 2 Approve Remuneration Report For For 3 Reelect Lord MacLaurin of Knebworth For For as Director 4 Reelect Kenneth Hydon as Director For For 5 Reelect Thomas Geitner as Director For For 6 Reelect Alec Broers as Director For For 7 Reelect Juergen Schrempp as Director For For 8 Elect John Buchanan as Director For For 9 Approve Final Dividend of 0.8983 For For Pence Per Share 10 Ratify Deloitte and Touche as For For Auditors 11 Authorize Board to Fix Remuneration For For of Auditors 12 Authorize EU Political Donations up For For to GBP 100,000 13 Authorize Issuance of Equity or For For Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of USD 900,000,000 14 Authorize Issuance of Equity or For For Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of USD 340,000,000 15 Authorize 6,800,000,000 Shares for For For Share Repurchase Program Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 3,610 1 Increase Authorized Common Stock For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 1,200 1 Elect Directors For For 2 Ratify Auditors For For 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 7,320 1 Approve Merger Agreement For For 11/25/03 - A Fox Entertainment Group, Inc. 35138T107 09/29/03 11,470 *FOX* 1 Elect Directors For Split 1.1 Elect Director K. Rupert Murdoch, AC --- Withhold We recommend a vote FOR the directors with the exception of insiders Lachlan K. Murdoch, Arthur M. Siskind, David F. DeVoe, Peter Chernin, and K. Rupert Murdoch, AC. We recommend that shareholders WITHHOLD votes from Lachlan K. Murdoch, Arthur M. Siskind and David F. DeVoe for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Peter Chernin and K. Rupert Murdoch for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Peter Chernin --- Withhold 1.3 Elect Director David F. DeVoe --- Withhold 1.4 Elect Director Arthur M. Siskind --- Withhold 1.5 Elect Director Lachlan K. Murdoch --- Withhold 1.6 Elect Director Christos M. Cotsakos --- For 1.7 Elect Director Thomas W. Jones --- For 1.8 Elect Director Peter Powers --- For 2 Ratify Auditors For For 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 7,500 1 Elect Directors For For 2 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 10,500 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 9,800 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 3,300 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 7,820 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 10,378 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 3,100 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 3,800 *CFC* 1 Increase Authorized Common Stock For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,400 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 6,640 1 Elect Directors For For 2 Ratify Auditors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 22,700 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 2,400 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 03/25/04 - A Nokia Corp. 654902204 01/30/04 5,100 Meeting for Holders of ADRs 1 APPROVAL OF THE INCOME STATEMENTS For For AND THE BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 For For PER SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4 Elect Directors For For 5 Ratify Auditors For For 6 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO For For THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE For For BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 2,500 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 1,142 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement 2 Amend Bylaws For For 3 Amend Articles For For 4 Reduce Supermajority Vote For For Requirement 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 13,900 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For At the end of the day, all roads lead back to Eisner. For 20 years Disney's revolving door for board members and management has had one constant ' Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child. Were there a shareholder proposal on the ballot to separate those roles, we would support it. The withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper. The structural changes adopted recently at Disney are too new and too untested for investors to know whether they'll get traction over time. We believe that shareholders will be best served by cracking opening the door to the boardroom. In a year's time, we'll have a better idea if the recent reforms have taken hold. If not, shareholders may be best served by boardroom change. ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against 4 Report on Supplier Labor Standards Against Against in China 5 Report on Amusement Park Safety Against Abstain 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 14,700 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB VALUE FUND (MERGED INTO THRIVENT LARGE CAP VALUE FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 1,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 3,100 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/22/04 - A Alcan Inc. *AL.* 013716105 03/03/04 3,000 1 Elect Directors For Split Mgmt 1.1 Elect Director R. Berger --- Withhold We recommend withholding votes from Mr. Berger due to his poor board meeting attendance. 1.2 Elect Director L.D. Desautels --- For 1.3 Elect Director T. Engen --- For 1.4 Elect Director L.Y. Fortier --- For 1.5 Elect Director J.P. Jacamon --- For 1.6 Elect Director W.R. Loomis --- For 1.7 Elect Director Y. Mansion --- For 1.8 Elect Director C. Morin-Postel --- For 1.9 Elect Director J.E. Newall --- For 1.10 Elect Director G. Saint-Pierre --- For 1.11 Elect Director G. Schulmeyer --- For 1.12 Elect Director P.M. Tellier --- For 1.13 Elect Director M.K. Wong --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 8,850 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Report on Pay Disparity Against Abstain ShrHoldr 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, we find the proposal in this case overly restrictive and recommend voting AGAINST it. 04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 10,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 8,700 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 10,300 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 2,700 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 2,900 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 7,920 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 18,400 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 8,000 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 14,390 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 8,500 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Basf Ag 055262505 03/23/04 2,900 Meeting for Holders of ADRs 1 ADOPTION OF A RESOLUTION ON THE For For Mgmt APPROPRIATION OF PROFIT 2 ADOPTION OF A RESOLUTION GIVING For For Mgmt FORMAL APPROVAL TO THE ACTIONS OF THE SUPERVISORY BOARD 3 ADOPTION OF A RESOLUTION GIVING For For Mgmt FORMAL APPROVAL TO THE ACTIONS OF THE BOARD OF EXECUTIVE DIRECTORS 4 ELECTION OF AN AUDITOR FOR THE For For Mgmt FINANCIAL YEAR 2004 5 AUTHORIZATION TO BUY BACK SHARES For For Mgmt AND TO PUT THEM TO FURTHER USE INCLUDING THE AUTHORIZATION TO REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL 6 AUTHORIZATION TO ACQUIRE OUR OWN For Against Mgmt SHARES USING DERIVATIVE FINANCIAL INSTRUMENTS The use of an independent qualified financial intermediary and a restriction on the number or shares that could be repurchased in this manner would reduce risk. Considering the absence of any indication that either of these restrictions would apply, we consider the potential risks to outweigh the potential benefits. We recommend a vote against this resolution on the basis that it would allow the board to use a speculative financial instrument without sufficient safeguards. 7 RESOLUTION ON THE CANCELLATION OF For For Mgmt EXISTING AND THE CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION 8 APPROVAL OF A CONTROL AND PROFIT For For Mgmt AND LOSS TRANSFER AGREEMENT 04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 11,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 6 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine the CEO's pay based on a number of factors, rather then have an arbitrary cap to determine the CEO's compensation. While we understand the proponents' concerns with escalating CEO pay, we believe that the proposed cap would be unduly restrictive. Thus, we do not support this proposal. 7 Report on Political Against Against ShrHoldr Contributions/Activities 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/15/04 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/23/04 7,400 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Mgmt 3 Ratify Auditors For For Mgmt 4 TO AMEND THE ARTICLES OF For For Mgmt ASSOCIATION OF THE COMPANY 5 TO GIVE AUTHORITY TO ALLOT SHARES For For Mgmt UP TO A SPECIFIED AMOUNT 6 SPECIAL RESOLUTION: TO GIVE For For Mgmt AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO AUTHORISE THE USE OF TREASURY For For Mgmt SHARES FOR EMPLOYEE SHARE SCHEMES 9 TO APPROVE THE DIRECTORS For For Mgmt REMUNERATION REPORT 10 TO DETERMINE THE LIMIT FOR THE For For Mgmt AGGREGATE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 11 TO RECEIVE THE DIRECTORS ANNUAL For For Mgmt REPORT AND THE ACCOUNTS 12 SPECIAL SHAREHOLDER RESOLUTION: TO Against Against ShrHoldr INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 8,700 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 7,800 Corp. *BNI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Marc F. Racicot and Vilma S. Martinez. We recommend that shareholders WITHHOLD votes from Marc F. Racicot and Vilma S. Martinez for standing as affiliated outsiders on the Directors and Corporate Governance Committee, which serves as the nominating committee. 1.2 Elect Director Vilma S. Martinez --- Withhold 1.3 Elect Director Marc F. Racicot --- Withhold 1.4 Elect Director Roy S. Roberts --- For 1.5 Elect Director Matthew K. Rose --- For 1.6 Elect Director Marc J. Shapiro --- For 1.7 Elect Director J.C. Watts, Jr. --- For 1.8 Elect Director Robert H. West --- For 1.9 Elect Director J. Steven Whisler --- For 1.10 Elect Director Edward E. Whitacre, Jr. --- For 1.11 Elect Director Michael B. Yanney --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 5,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 12,600 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 7,210 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 34,999 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 7,500 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 6,323 1 Elect Directors For For Mgmt 1.1 Elect Director S. Decker Anstrom --- For 1.2 Elect Director C. Michael Armstrong --- For 1.3 Elect Director Kenneth J. Bacon --- For 1.4 Elect Director Sheldon M. Bonovitz --- For 1.5 Elect Director Julian A. Brodsky --- For 1.6 Elect Director Joseph L. Castle, II --- For 1.7 Elect Director J. Michael Cook --- For 1.8 Elect Director Brian L. Roberts --- For 1.9 Elect Director Ralph J. Roberts --- For 1.10 Elect Director Dr. Judith Rodin --- For 1.11 Elect Director Michael I. Sovern --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 5 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board Currently, according to our definition of independence, the board consists of four insiders, one affiliated outsiders, and six independent outsiders. A majority of the board members are independent outsiders, however, we prefer that a substantial majority of the directors be independent. In the case of Comcast, we believe that a two-thirds independent board is particularly important due to Comcast's dual class ownership structure and several insiders currently sitting on the board. Therefore, we recommend shareholders support this proposal. 6 Political Contributions/Activities Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 7 Nominate Two Directors for every Against For ShrHoldr open Directorships Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract a qualified CEO. 9 Adopt a Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request for the company to take steps to develop a recapitalization plan where all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 14,211 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 6,099 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 11,630 1 Elect Directors For For Mgmt 1.1 Elect Director W. Don Cornwell --- For 1.2 Elect Director Thomas P. Gerrity --- For 1.3 Elect Director Stanley P. Goldstein --- For 1.4 Elect Director Marian L. Heard --- For 1.5 Elect Director William H. Joyce --- For 1.6 Elect Director Terry R. Lautenbach --- For 1.7 Elect Director Terrence Murray --- For 1.8 Elect Director Sheli Z. Rosenberg --- For 1.9 Elect Director Thomas M. Ryan --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the proposal, such as the annual bonus based on well-defined quantitative and qualitative performance measures, granting of restricted stock based on achievement of justifiable performance criteria, we believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. We believe this proposal is too restrictive, as it would limit equity awards to restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 7,370 1 Elect Directors For For Mgmt 1.1 Elect Director Susan B. Allen --- For 1.2 Elect Director Peter W. Brown --- For 1.3 Elect Director Ronald J. Calise --- For 1.4 Elect Director Thos. E. Capps --- For 1.5 Elect Director George A. Davidson, Jr. --- For 1.6 Elect Director John W. Harris --- For 1.7 Elect Director Robert S. Jepson, Jr. --- For 1.8 Elect Director Benjamin J. Lambert, III --- For 1.9 Elect Director Richard L. Leatherwood --- For 1.10 Elect Director Margaret A. McKenna --- For 1.11 Elect Director Kenneth A. Randall --- For 1.12 Elect Director Frank S. Royal --- For 1.13 Elect Director S. Dallas Simmons --- For 1.14 Elect Director Robert H. Spilman --- For 1.15 Elect Director David A. Wollard --- For 2 Ratify Auditors For For Mgmt 3 Submit Executive Compensation to Against Against ShrHoldr Vote We believe that such proposal will put unnecessary restrictions on grants of awards since any plan allowing for grant of incentive stock options requires prior shareholder approval. This item does not warrant shareholder approval. 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 3,400 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 4,400 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 3,800 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 3,770 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 4,200 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 5,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 29,300 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 6,810 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 8,220 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 6,800 1 Elect Directors For For Mgmt 1.1 Elect Director Paul T. Addison --- For 1.2 Elect Director Ernest J. Novak, Jr. --- For 1.3 Elect Director John M. Pietruski --- For 1.4 Elect Director Catherine A. Rein --- For 1.5 Elect Director Robert C. Savage --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Reduce Supermajority Vote For For Mgmt Requirement 5 Approve Deferred Compensation Plan For For Mgmt 6 Approve Deferred Compensation Plan For For Mgmt 7 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 8 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. Even if the company's current pill ends up being redeemed as planned, this proposal deserves shareholder support because of it calls on the board to submit future pills to a shareholder vote as well. 9 Report on Political Against Against ShrHoldr Contributions/Activities 10 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 6 Increase Authorized Common Stock For For Mgmt 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 1,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 8,300 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 6,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara L. Bowles --- Withhold We recommend a vote FOR the directors with the exceptions of James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles. We recommend that shareholders WITHHOLD votes from James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Donald V. Fites --- Withhold 1.3 Elect Director David R. Goode --- Withhold 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director William R. Johnson --- For 1.6 Elect Director James B. Williams --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 7,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 8,708 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 11,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 3,850 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 6,640 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland. We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr We note that the compensation committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather than have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on the CEO compensation would be unduly restrictive. Thus, we do not support this proposal. 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 3,660 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 19,900 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 4,010 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Pastora San Juan Cafferty --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Marc J. Shapiro, Linda Johnson Rice and Pastora San Juan Cafferty for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. We also recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards and for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Claudio X. Gonzalez --- Withhold 1.3 Elect Director Linda Johnson Rice --- Withhold 1.4 Elect Director Marc J. Shapiro --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 04/27/04 - A Kraft Foods Inc *KFT* 50075N104 03/03/04 8,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Louis C. Camilleri --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Louis C. Camilleri, Dinyar S. Devitre, Charles R. Wall, Betsy D. Holden and Roger K. Deromedi. We recommend that shareholders WITHHOLD votes from Louis C. Camilleri, Dinyar S. Devitre, Charles R. Wall, Betsy D. Holden and Roger K. Deromedi for failure to establish a majority independent board. 1.2 Elect Director Roger K. Deromedi --- Withhold 1.3 Elect Director Dinyar S. Devitre --- Withhold 1.4 Elect Director W. James Farrell --- For 1.5 Elect Director Betsy D. Holden --- Withhold 1.6 Elect Director John C. Pope --- For 1.7 Elect Director Mary L. Schapiro --- For 1.8 Elect Director Charles R. Wall --- Withhold 1.9 Elect Director Deborah C. Wright --- For 2 Ratify Auditors For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 3,500 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 27,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 4,100 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 05/28/04 - A Lowe *LOW* 548661107 04/01/04 3,390 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 9,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 8,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 16,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 666 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 7,300 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 13,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 6,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 15,900 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 2,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 100 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 2,400 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 16,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 6,040 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 6,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stockholder Protection For For Mgmt Rights Agreement 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 6,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against Against ShrHoldr 05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 3,200 1 Elect Directors For For Mgmt 1.1 Elect Director John M. Deutch --- For 1.2 Elect Director Michael C. Ruettgers --- For 1.3 Elect Director William R. Spivey --- For 1.4 Elect Director William H. Swanson --- For 1.5 Elect Director Linda G. Stuntz --- For 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposals regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. Further, we apply a one year test where the proposal was approved with a majority of the shares outstanding, as was the case in 2003. With respect to the shareholder proposal regarding poison pills, we do not consider the shareholder approval clocks as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal and, if necessary, will recommend the withholding of votes for nominated directors at next year's meeting. 5 Declassify the Board of Directors Against Against ShrHoldr 6 Implement MacBride Principles Against Against ShrHoldr 7 Expense Stock Options Against For ShrHoldr By not subtracting the cost of options, companies can report artificially high earnings that distort true operating performance and lead to abuses of executive pay. Expensing would discipline compensation practices and level the accounting playing field among different forms of pay, including other types of equity-based awards, such as indexed options and restricted stock, which currently must be charged to earnings. More important, expensing would provide earnings clarity, which would help restore investor confidence. 8 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 9 Limit Executive Compensation Against Against ShrHoldr Although each element of the proposal has aspects that cause us to vote against the proposal, it is important to re-emphasize that had we been in favor of any of the elements, we would nevertheless had to vote against the whole proposal. Therefore, it is important to ensure that proposals are sufficiently focused - as far as possible, proposals should focus on a specific element rather than attempt to cover a general list of points. 05/11/04 - A Republic Services, Inc. *RSG* 760759100 03/18/04 9,100 1 Elect Directors For For Mgmt 1.1 Elect Director James E. O'Connor --- For 1.2 Elect Director Harris W. Hudson --- For 1.3 Elect Director John W. Croghan --- For 1.4 Elect Director W. Lee Nutter --- For 1.5 Elect Director Ramon A. Rodriguez --- For 1.6 Elect Director Allan C. Sorensen --- For 2 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 12,940 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 3,400 1 Elect Directors For For Mgmt 1.1 Elect Director William L. Bax --- For 1.2 Elect Director Donald J. Carty --- For 1.3 Elect Director Alan J. Lacy --- For 1.4 Elect Director Hugh B. Price --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company refuses to put any future pill to a shareholder vote, and because the pill proposal has received shareholder support in each of the past two years, we recommend that shareholders support this proposal. 5 Establish Other Board Committee Against For ShrHoldr Since the underlying purpose of this proposal is to provide an effective communication mechanism between the company's shareholders and its board, we believe it to be in the best interest of the shareholders. As such, this proposal warrants a shareholder approval. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 3,000 *SPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 8,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/20/04 - A Storage Technology Corp. *STK* 862111200 04/02/04 4,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 8,100 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director Jeffrey Noodle --- For 1.3 Elect Director Steven S. Rogers --- For 1.4 Elect Director Ronald E. Daly --- For 1.5 Elect Director Marissa Peterson --- For 2 Ratify Auditors For For Mgmt 3 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 11,820 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 12,000 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 10,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Provide for Cumulative Voting Against Against ShrHoldr 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 3,000 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/20/04 - A The Hartford Financial 416515104 03/22/04 7,180 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 1.1 Elect Director Ramani Ayer --- For 1.2 Elect Director Ronald E. Ferguson --- For 1.3 Elect Director Edward J. Kelly, III --- For 1.4 Elect Director Paul G. Kirk, Jr. --- For 1.5 Elect Director Thomas M. Marra --- For 1.6 Elect Director Gail J. McGovern --- For 1.7 Elect Director Robert W. Selander --- For 1.8 Elect Director Charles B. Strauss --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Gordon I. Ulmer --- For 1.11 Elect Director David K. Zwiener --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 9,100 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Clendenin --- For 1.2 Elect Director David B. Dillon --- For 1.3 Elect Director David B. Lewis --- For 1.4 Elect Director Don W. McGeorge --- For 1.5 Elect Director W. Rodney McMullen --- For 1.6 Elect Director Susan M. Phillips --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Furthermore, we believe that a company's severance provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. However, in this case, the proposal does not call for the option of seeking approval after the material terms of the agreement are agreed upon. Because it is not practical to obtain prior shareholder approval for these agreements, we believe that the proposal as mandated by the proponent is too restrictive. As such, we do not believe this proposal warrants shareholder support at this time. 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 7,900 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 4,500 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 12,800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 4,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 04/27/04 - A United States Steel Corp. *X* 912909108 02/27/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 6,100 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/29/04 - A Valero Energy Corp. *VLO* 91913Y100 03/01/04 4,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 16,364 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 8,300 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 5,730 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 15,400 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 7,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors Against Against Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Implement Restricted Share Against For ShrHoldr Executive Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against ShrHoldr 7 Develop Policy Regarding Old Growth Against Against ShrHoldr Forests 8 Ratify Auditors For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 7,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LARGE CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LARGE CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT LARGE CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 478,400 1 Elect Directors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 527,900 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 624,900 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LARGE CAP STOCK FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 212,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 275,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 781,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke, Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director Nobuhiro Mori --- For 1.13 Elect Director E. Stephen Purdom, M.D. --- For 1.14 Elect Director Barbara K. Rimer, Ph.D. --- For 1.15 Elect Director Marvin R. Schuster --- For 1.16 Elect Director Glenn Vaughn, Jr. --- For 1.17 Elect Director Robert L. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 1,716,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 199,600 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 1,240,200 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 1,429,552 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/10/04 - A American Power Conversion 029066107 04/14/04 575,150 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 417,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 382,356 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 205,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 316,700 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 449,300 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 624,900 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 384,400 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 476,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 301,600 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 166,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 195,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 41,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 55,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 1,826,048 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 272,700 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 89,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 144,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 05/19/04 - A Corn Products International, 219023108 03/22/04 45,950 Inc. *CPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 104,199 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 3,100,300 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Dennis Berry --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Andrew J. Young, and insiders James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Andrew J. Young for poor attendance. We also recommend that shareholders WITHHOLD votes from James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Janet M. Clarke --- For 1.3 Elect Director James C. Kennedy --- Withhold 1.4 Elect Director Robert C. O'Leary --- Withhold 1.5 Elect Director James O. Robbins --- Withhold 1.6 Elect Director Rodney W. Schrock --- For 1.7 Elect Director Andrew J. Young --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 139,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 219,600 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 174,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 703,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 244,500 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 241,200 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 778,000 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 1,901,500 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 705,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 1,299,032 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 339,500 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 215,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 1,791,700 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 1,153,700 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 893,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 120,900 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 86,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 2,154,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 614,300 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 905,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 1,492,740 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 91,000 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 1,823,432 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 163,600 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 1,482,239 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 187,689 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 269,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 231,700 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 352,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 549,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 123,742 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 74,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 768,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 172,700 Inc. *NFB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 194,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 123,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 2,631,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 653,300 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 216,600 1 Elect Directors For For Mgmt 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 895,839 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 226,100 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 120,900 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 163,410 1 Elect Directors For Split Mgmt 1.1 Elect Director Gordon M. Bethune --- For In light of the persistent and questionable judgment displayed by the board, we recommend a WITHHOLD vote from Linda Koch Lorimer as the only continuing director up for re-election. It is our stance that if the remaining continuing directors were up for re-election, we would recommend a withhold vote from those board members as well. 1.2 Elect Director E. Linn Draper, Jr. --- For 1.3 Elect Director Deborah A. Henretta --- For 1.4 Elect Director Linda Koch Lorimer --- Withhold 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr We support the general principal of performance-based compensation, and believes that there should be strong linkage between company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting are directly tied to the attainment of disclosed performance criteria and the associated hurdle rates. Sprint's long-term incentive program utilizes time-based restricted stock grants and stock options in 2003. Only the short-term incentive compensation is tied to a pre-established performance criteria. As for stock options, the nature of the stock price element is the performance feature of the long-term incentive. Therefore, executives will receive a benefit only when the stock price increases. In light of Sprint's non performance-based equity grants and Mr. Forsee's 2003 compensation package, we recommend a vote in favor of this proposal in this case. 4 Limit Executive Compensation Against Against ShrHoldr We agree with the spirit of the proposal and has repeatedly stressed its concern throughout this analysis of the compensation package of chief executive officer Gary Forsee. However, this proposal would arbitrarily set caps on salary, bonus, and equity awards regardless of the company's performance. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Foreign Outsourcing Against Abstain ShrHoldr 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 114,900 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 342,540 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 398,600 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 497,316 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 509,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 218,000 1 Elect Directors For For Mgmt 2 Amend Articles to Issue Shares For For Mgmt without Issuing Physical Certificates 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 564,708 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 274,700 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 04/14/04 - A United Technologies Corp. 913017109 02/17/04 231,100 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 691,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 1,514,500 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 150,300 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 313,000 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 584,500 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 67,200 *CSC* 1 Elect Directors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 256,800 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 369,200 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 183,000 1 Elect Directors For For 2 Ratify Auditors For For 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 125,000 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 37,820 1 Increase Authorized Common Stock For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 37,200 1 Elect Directors For For 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 373,860 1 Approve Merger Agreement For For 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 85,900 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 1,033,500 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 526,600 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against Vote Summary Report Jan 01, 2004 - Mar 31, 2004 LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 114,100 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Articles For For 4 Increase Authorized Common Stock For For 03/05/04 - A AmerisourceBergen Corp *ABC* 03073E105 01/12/04 51,702 1 Elect Directors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 151,900 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 179,841 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 92,100 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 14,200 *CFC* 1 Increase Authorized Common Stock For For 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 96,300 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 865,400 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB FUND (MERGED INTO THRIVENT LARGE CAP STOCK FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 61,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 79,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 224,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke, Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director Nobuhiro Mori --- For 1.13 Elect Director E. Stephen Purdom, M.D. --- For 1.14 Elect Director Barbara K. Rimer, Ph.D. --- For 1.15 Elect Director Marvin R. Schuster --- For 1.16 Elect Director Glenn Vaughn, Jr. --- For 1.17 Elect Director Robert L. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 494,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 57,200 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 356,900 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 411,800 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/10/04 - A American Power Conversion 029066107 04/14/04 176,400 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 120,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 109,840 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 61,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 91,100 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 129,300 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 179,841 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 110,500 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 136,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 86,700 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 48,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 56,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 11,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 15,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 525,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 78,400 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 25,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 41,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 05/19/04 - A Corn Products International, 219023108 03/22/04 13,400 Inc. *CPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 30,000 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 892,300 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Dennis Berry --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Andrew J. Young, and insiders James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Andrew J. Young for poor attendance. We also recommend that shareholders WITHHOLD votes from James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Janet M. Clarke --- For 1.3 Elect Director James C. Kennedy --- Withhold 1.4 Elect Director Robert C. O'Leary --- Withhold 1.5 Elect Director James O. Robbins --- Withhold 1.6 Elect Director Rodney W. Schrock --- For 1.7 Elect Director Andrew J. Young --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 40,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 63,300 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 50,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 202,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 70,300 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 69,400 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 224,200 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 547,346 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 137,223 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 373,860 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 97,700 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 62,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 516,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 316,600 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 257,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 34,700 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 24,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 620,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 176,800 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 260,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 429,600 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 26,200 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 525,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 47,100 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 270,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 54,016 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 77,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 600 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 101,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 158,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 123,800 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 21,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 198,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 49,600 Inc. *NFB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 56,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 35,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 757,675 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 187,800 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 62,300 1 Elect Directors For For Mgmt 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 257,832 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 65,000 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 34,800 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 33,000 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 98,500 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 114,700 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 166,984 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 146,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 62,500 1 Elect Directors For For Mgmt 2 Amend Articles to Issue Shares For For Mgmt without Issuing Physical Certificates 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 178,124 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 79,100 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 04/14/04 - A United Technologies Corp. 913017109 02/17/04 66,600 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 198,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 435,900 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 43,200 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 90,300 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 167,800 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LARGE CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- -------------------------------- ----------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 07/15/03 - S Andrew Corp. *ANDW* 034425108 05/27/03 300 1 Issue Shares in Connection with an For For Acquisition 2 Authorize New Class of Preferred For For Stock 3 Approve Increase in Size of Board For For 4 Adjourn Meeting For Against 08/27/03 - A Applied Micro Circuits Corp. 03822W109 07/01/03 1,100 *AMCC* 1 Elect Directors For Split 1.1 Elect Director David M. Rickey --- For 1.2 Elect Director Roger A. Smullen, Sr. --- For 1.3 Elect Director Cesar Cesaratto --- For 1.4 Elect Director Franklin P. Johnson, Jr. --- For 1.5 Elect Director Kevin N. Kalkhoven --- Withhold WITHHOLD votes from Kevin N. Kalkhoven for poor attendance. 1.6 Elect Director L. Wayne Price --- For 1.7 Elect Director Douglas C. Spreng --- For 1.8 Elect Director Arthur B. Stabenow --- For 1.9 Elect Director Harvey P. White --- For 2 Ratify Auditors For For 09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 975 1 Elect Directors For For 2 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 800 1 Elect Directors For For 2 Ratify Auditors For For 07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 200 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 08/27/03 - A Computer Associates 204912109 07/02/03 2,100 International, Inc. *CA* 1 Elect Directors For For 2 Approve Non-Employee Director For For Omnibus Stock Plan 3 Ratify Auditors For For 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 700 *CSC* 1 Elect Directors For For 08/26/03 - A Compuware Corp. *CPWR* 205638109 07/01/03 1,300 1 Elect Directors For Split 1.1 Elect Director Dennis W. Archer --- For 1.2 Elect Director Gurminder S. Bedi --- For 1.3 Elect Director Elizabeth A. Chappell --- For 1.4 Elect Director Elaine K. Didier --- For 1.5 Elect Director William O. Grabe --- For 1.6 Elect Director William R. Halling --- For 1.7 Elect Director Peter Karmanos, Jr. --- For 1.8 Elect Director Faye Alexander Nelson --- For 1.9 Elect Director Glenda D. Price --- For 1.10 Elect Director W. James Prowse --- Withhold WITHHOLD votes for standing as an affiliated outisider on the Audit and Nominating/Governance committees. 1.11 Elect Director G. Scott Romney --- For 1.12 Elect Director Lowell P. Weicker, Jr. --- For 09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 1,900 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposals 4 Genetically Modified Organisms (GMO) Against Against 5 Modify Current and Future Stock Against Against Option Plans 6 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 09/16/03 - A Cummins , Inc. *CUM* 231021106 08/06/03 200 1 Elect Directors For For 1.1 Elect Director Robert J. Darnall --- For 1.2 Elect Director John M. Deutch --- For 1.3 Elect Director Walter Y. Elisha --- For 1.4 Elect Director Alexis M. Herman --- For 1.5 Elect Director William I. Miller --- For 1.6 Elect Director William D. Ruckelshaus --- For 1.7 Elect Director Theodore M. Solso --- For 1.8 Elect Director Franklin A. Thomas --- For 1.9 Elect Director J. Lawrence Wilson --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/25/03 - A Darden Restaurants, Inc. *DRI* 237194105 07/28/03 600 1 Elect Directors For For 2 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 9,400 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 500 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 1,100 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 1,300 *FRX* 1 Elect Directors For Split 1.1 Elect Director Howard Solomon --- Withhold We recommend a vote FOR the directors with the exceptions of Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon. We recommend that shareholders WITHHOLD votes from Phillip M. Satow for standing as an affiliated outsider on the Audit Committee and Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon for failure to establish an independent nominating committee. 1.2 Elect Director William J. Candee, III --- For 1.3 Elect Director George S. Cohan --- For 1.4 Elect Director Dan L. Goldwasser --- For 1.5 Elect Director Lester B. Salans, M.D. --- For 1.6 Elect Director Kenneth E. Goodman --- Withhold 1.7 Elect Director Phillip M. Satow --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For For 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 1,400 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/10/03 - A H&R Block, Inc. *HRB* 093671105 07/08/03 700 1 Elect Directors For For 1.1 Elect Director G. Kenneth Baum --- For 1.2 Elect Director Henry F. Frigon --- For 1.3 Elect Director Roger W. Hale --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 1,300 1 Elect Directors For For 2 Ratify Auditors For For 07/25/03 - PC Hercules Inc. *HPC* 427056106 06/06/03 300 Dissident Proxy (WHITE CARD) 1 Elect Directors (Opposition Slate) For DoNotVote 2 Ratify Auditors None DoNotVote 3 Approve Non-Employee Director Against DoNotVote Omnibus Stock Plan Shareholder Proposals 4 Redemption of the company's Rights For DoNotVote Agreement 5 Amend Articles to reinstate the For DoNotVote rights of the shareholders -- Call Special Meetings and Act by Written Consent Management Proxy (GOLD CARD) 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For For Omnibus Stock Plan Shareholder Proposals 4 Redemption of the company's Rights Against For Agreement 5 Amend Articles to reinstate the Against For rights of the shareholders -- Call Special Meetings and Act by Written Consent 07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 1,000 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 4,500 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 600 *NSM* 1 Elect Directors For Split 1.1 Elect Director Brian L. Halla --- For We recommend a vote FOR the directors with the exception of Gary P. Arnold. We recommend that shareholders WITHHOLD votes from Gary P. Arnold for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Steven R. Appleton --- For 1.3 Elect Director Gary P. Arnold --- Withhold 1.4 Elect Director Richard J. Danzig --- For 1.5 Elect Director Robert J. Frankenberg --- For 1.6 Elect Director E. Floyd Kvamme --- For 1.7 Elect Director Modesto A. Maidique --- For 1.8 Elect Director Edward R. Mccracken --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 1,200 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 1,000 1 Elect Directors For Split 1.1 Elect Director Thomas E. Clarke as Class A Director --- For We recommend a vote FOR the directors with the exceptions of John R. Thompson, Jr. and Richard K. Donahue. We recommend that shareholders WITHHOLD votes from John R. Thompson, Jr. for poor attendance and Richard K. Donahue for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Ralph D. DeNunzio as Class A Director --- For 1.3 Elect Director Richard K. Donahue as Class A Director --- Withhold 1.4 Elect Director Delbert J. Hayes as Class A Director --- For 1.5 Elect Director Douglas G. Houser as Class A Director --- For 1.6 Elect Director Jeanne P. Jackson as Class A Director --- For 1.7 Elect Director Philip H. Knight as Class A Director --- For 1.8 Elect Director Charles W. Robinson as Class A Director --- For 1.9 Elect Director John R. Thompson, Jr. as Class A Director --- Withhold 1.10 Elect Director Jill K. Conway as Class B Director --- For 1.11 Elect Director Alan B. Graf, Jr. as Class B Director --- For 1.12 Elect Director John E. Jaqua as Class B Director --- For 1.13 Elect Director A. Michael Spence as Class B Director --- For 2 Amend Omnibus Stock Plan For Against 3 Ratify Auditors For For 07/10/03 - A Nvidia Corporation *NVDA* 67066G104 05/15/03 500 1 Elect Directors For For 1.1 Elect Director Tench Coxe --- For We recommend a vote FOR the directors. 1.2 Elect Director Mark A. Stevens --- For 2 Ratify Auditors For For 08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 400 1 Elect Directors For For 1.1 Elect Director H.K. Desai --- For 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director James R. Fiebiger --- For 1.4 Elect Director Balakrishnan S. Iyer --- For 1.5 Elect Director Carol L. Miltner --- For 1.6 Elect Director George D. Wells --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 09/25/03 - S Quintiles Transnational Corp. 748767100 08/19/03 400 *QTRN* 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 500 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Amend Stock Option Plan For Against 4 Approve Executive Incentive Bonus For For Plan 5 Ratify Auditors For For 09/25/03 - A Tektronix, Inc. *TEK* 879131100 07/21/03 300 1 Elect Directors For For Shareholder Proposal 2 Refrain from Doing Business in China Against Against 07/23/03 - A Tenet Healthcare Corp. *THC* 88033G100 06/02/03 1,700 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Ratify Auditors For For Shareholder Proposal 4 Require Majority of Independent Against Against Directors on Board 09/25/03 - A Worthington Industries Inc. 981811102 08/01/03 300 *WOR* 1 Elect Directors For For 1.1 Elect Director John B. Blystone --- For 1.2 Elect Director James G. Brocksmith, Jr. --- For 1.3 Elect Director William S. Dietrich, II --- For 1.4 Elect Director Sidney A. Ribeau --- For 2 Amend Non-Employee Director Stock For For Option Plan 3 Approve Stock Option Plan For For 4 Amend Omnibus Stock Plan For For 5 Ratify Auditors For For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 1,200 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 740 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LARGE CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 11/14/03 - A Allegheny Energy, Inc. *AYE* 017361106 09/29/03 400 1 Elect Directors For Split 1.1 Elect Director H. Furlong Baldwin --- For We recommend a vote FOR the directors with the exception of Gunnar E. Sarsten. We recommend that shareholders WITHHOLD votes from Mr. Sarsten for failure to implement the shareholder proposals to declassify the board. 1.2 Elect Director Julia L. Johnson --- For 1.3 Elect Director Gunnar E. Sarsten --- Withhold 2 Ratify Auditors For For Shareholder Proposals 3 Submit Shareholder Rights Plan Against Against (Poison Pill) to Shareholder Vote 4 Performance- Based/Indexed Options Against Against 5 Performance- Based/Indexed Options Against Against 6 Expense Stock Options Against For 7 Separate Chairman and CEO Positions Against Against 8 Adopt Simple Majority Vote Against For Requirement 9 Declassify the Board of Directors Against Against 10 Prohibit Auditor from Providing Against Against Non-Audit Services 11 Reincorporate in Another State from Against For Maryland to Delaware 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 800 *AW* 1 Approve Conversion of Securities For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 661 1 Increase Authorized Common Stock For For 10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 700 1 Elect Directors For Split 1.1 Elect Director Richard H. Ayers --- For 1.2 Elect Director Jean-Luc Belingard --- For 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Arnold J. Levine --- Withhold Vote FOR the directors with the exception of Arnold J. Levine from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation and Nominating committees. 1.5 Elect Director William H. Longfield --- For 1.6 Elect Director Theodore E. Martin --- For 1.7 Elect Director Carolyn W. Slayman --- For 1.8 Elect Director Orin R. Smith --- For 1.9 Elect Director James R. Tobin --- For 1.10 Elect Director Tony L. White --- For 2 Ratify Auditors For For 11/06/03 - A Archer-Daniels-Midland Company 039483102 09/12/03 2,396 *ADM* 1 Elect Directors For For 11/11/03 - A Automatic Data Processing, Inc. 053015103 09/12/03 2,300 *ADP* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Approve Outside Director Stock For For Awards in Lieu of Cash 5 Ratify Auditors For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 400 1 Elect Directors For For 2 Ratify Auditors For For 11/12/03 - S Biogen, Inc. 090597105 09/25/03 600 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 12/09/03 - S Boise Cascade Corp. *BCC* 097383103 11/03/03 400 1 Approve Merger Agreement For Against 2 Approve Omnibus Stock Plan For Against 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 1,600 1 Increase Authorized Common Stock For For 11/21/03 - A Campbell Soup Co. *CPB* 134429109 09/23/03 1,600 1 Elect Directors For For 1.1 Elect Director Edmund M. Carpenter --- For 1.2 Elect Director Douglas R. Conant --- For 1.3 Elect Director Paul R. Charron --- For 1.4 Elect Director Bennett Dorrance --- For 1.5 Elect Director Kent B. Foster --- For 1.6 Elect Director Harvey Golub --- For 1.7 Elect Director Randall W. Larrimore --- For 1.8 Elect Director Philip E. Lippincott --- For 1.9 Elect Director Mary Alice D. Malone --- For 1.10 Elect Director David C. Patterson --- For 1.11 Elect Director Charles R. Perrin --- For 1.12 Elect Director George M. Sherman --- For 1.13 Elect Director Donald M. Stewart --- For 1.14 Elect Director George Strawbridge, Jr. --- For 1.15 Elect Director Les C. Vinney --- For 1.16 Elect Director Charlotte C. Weber --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 1,700 1 Elect Directors For For 10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 600 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Richard T. Farmer --- Withhold WITHHOLD votes from Richard T. Farmer for standing as an insider on the Nominating Committee, Roger L. Howe for standing as an affiliated outsider on the Audit Committee, Compensation, and Nominating Committees, David C. Phillips for standing as an affiliated outsider on the Nominating Committee, and Audit Committee members Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, and Paul R. Carter for paying excessive non-audit fees. 2.2 Elect Director Robert J. Kohlhepp --- For 2.3 Elect Director Scott D. Farmer --- For 2.4 Elect Director Paul R. Carter --- Withhold 2.5 Elect Director Gerald V. Dirvin --- Withhold 2.6 Elect Director Robert J. Herbold --- Withhold 2.7 Elect Director Roger L. Howe --- Withhold 2.8 Elect Director David C. Phillips --- Withhold 3 Approve Non-Employee Director Stock For For Option Plan Shareholder Proposals 4 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Establish a Nominating Committee of Against For Independent Directors An independent nominating committee is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 7 Report on Code of Conduct Against Against 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 27,100 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 12/16/03 - A Comverse Technology, Inc. 205862402 10/28/03 800 *CMVT* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 1,800 1 Approve Merger Agreement For For 10/03/03 - S Coors (Adolph) Company *RKY* 217016104 08/25/03 100 1 Change State of Incorporation from For For Colorado to Delaware 2 Adjourn Meeting For Against 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 2,800 1 Approve Merger Agreement For For 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 2,000 1 Amend Articles For For 2 Amend Articles For For 3 Approve Hughes Split-Off For For 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 800 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 5,500 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 833 1 Elect Directors For For 2 Ratify Auditors For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 800 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 1,200 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 1,300 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 400 *MERQ* 1 Amend Stock Option Plan For Against 2 Amend Employee Stock Purchase Plan For For 11/10/03 - A Meredith Corp. *MDP* 589433101 09/11/03 200 1 Elect Directors For Split 1.1 Elect Director Herbert M. Baum --- For We recommend a vote FOR the directors with the exception of Frederick B. Henry. We recommend that shareholders WITHHOLD votes from Frederick B. Henry for poor attendance. 1.2 Elect Director Frederick B. Henry --- Withhold 1.3 Elect Director William T. Kerr --- For 1.4 Elect Director Nicholas L. Reding --- For 2 Amend Director & Officer For For Indemnification/Liability Provisions 11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 2,300 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 41,600 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/24/03 - A Molex Incorporated *MOLX* 608554101 08/29/03 700 1 Elect Directors For For 1.1 Elect Director Fred L. Krehbiel --- For 1.2 Elect Director Douglas K. Carnahan --- For 1.3 Elect Director J. Joseph King --- For 1.4 Elect Director Joe W. Laymon --- For 1.5 Elect Director Michelle L. Collins --- For 2 Amend Stock Option Plan For For 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 19,700 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 11/19/03 - A Pall Corp. *PLL* 696429307 10/01/03 400 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Restricted Stock Plan For For 4 Amend Employee Stock Purchase Plan For For 10/22/03 - A Parker-Hannifin Corp. *PH* 701094104 08/29/03 500 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 1,400 1 Elect Directors For Split 1.1 Elect Director B. Thomas Golisano --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Joseph M. Tucci, J. Robert Sebo, G. Thomas Clark and insider B. Thomas Golisano. We recommend that shareholders WITHHOLD votes from G. Thomas Clark, Joseph M. Tucci, B. Thomas Golisano and J. Robert Sebo for failure to establish an independent nominating committee and from G.Thomas Clark for standing as an affiliated outsider on the Audit Committee and Joseph M. Tucci for standing as an affiliated outsider on the Compensation committee. 1.2 Elect Director Betsy S. Atkins --- For 1.3 Elect Director G. Thomas Clark --- Withhold 1.4 Elect Director David J. S. Flaschen --- For 1.5 Elect Director Phillip Horsley --- For 1.6 Elect Director Grant M. Inman --- For 1.7 Elect Director J. Robert Sebo --- Withhold 1.8 Elect Director Joseph M. Tucci --- Withhold 12/16/03 - A Qwest Communications 749121109 10/27/03 7,000 International Inc. *Q* 1 Elect Directors For Split 1.1 Elect Director Philip F. Anschutz --- Withhold WITHHOLD votes from Philip F. Anschutz for standing as an affiliated outsider on the Compensation & Human Resources and Nominating & Governance committees. 1.2 Elect Director Richard C. Notebaert --- For 1.3 Elect Director Frank F. Popoff --- For 2 Amend Employee Stock Purchase Plan For For Shareholder Proposals 3 Exclude Pension Credits from Net For For Income When Determining Executive Compensation 4 Declassify the Board of Directors For Against 5 Submit Severance Agreement For For (Change-in-Control) to Shareholder Vote 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. Moreover, this company has affiliated outsiders on its compensation and nominating committees. As such, we recommend that shareholders support this item. 7 Performance- Based/Indexed Options Against Against 8 Performance- Based/Indexed Options Against For We support performance-based compensation as a necessary component of balanced compensation plans for senior executives. We also believe that a compensation committee composed entirely of independent directors should have the flexibility to structure the company's executive compensation plans. Given that this proposal does not specify a fixed percentage of options to be awarded as performance-based compensation, we believe that it does not place undue restrictions on the company's compensation committee. 9 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 10/30/03 - A Sara Lee Corp. *SLE* 803111103 09/02/03 2,900 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposals 3 Report on Charitable Contributions Against Against 4 Implement and Monitor Code of Against Abstain Corporate Conduct - ILO Standards 11/07/03 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/03 600 1 Elect Directors For Split 1.1 Elect Director Marion H. Antonini --- For We recommend a vote FOR the directors with the exception of James V. Napier. We recommend that shareholders WITHHOLD votes from James V. Napier for standing as an affiliated outsider on the Audit and Governance & Nominations Committee. 1.2 Elect Director David J. McLaughlin --- For 1.3 Elect Director James V. Napier --- Withhold 1.4 Elect Director Sam Nunn --- For 2 Approve Omnibus Stock Plan For For 11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 12,500 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Implement China Principles Against Against 11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 2,400 1 Elect Directors For Split 1.1 Elect Director Jonathan Golden as Class II Director --- Withhold We recommend a vote FOR the directors with the exceptions of Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden. We recommend that shareholders WITHHOLD votes from Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden for failure to implement proposal to declassify the company's board. 1.2 Elect Director Joseph A. Hafner, Jr. as Class II Director --- For 1.3 Elect Director Thomas E. Lankford as Class II Director --- Withhold 1.4 Elect Director Richard J. Schnieders as Class II Director --- Withhold 1.5 Elect Director John K. Stubblefield, Jr. as Class III Director --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For Against Shareholder Proposal 4 Report on the Impact of Genetically Against Abstain Engineered Products 11/19/03 - A The Clorox Company *CLX* 189054109 09/22/03 800 1 Elect Directors For For 2 Approve Deferred Compensation Plan For For 3 Ratify Auditors For For 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 4,800 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against 10/08/03 - A Winn-Dixie Stores, Inc. *WIN* 974280109 08/01/03 500 1 Elect Directors For For 1.1 Elect Director Tillie K. Fowler as Class II Director --- For 1.2 Elect Director Frank Lazaran as Class II Director --- For 1.3 Elect Director Edward W. Mehrer, Jr. as Class II Director --- For 1.4 Elect Director Ronald Townsend as Class II Director --- For 1.5 Elect Director John E. Anderson as Class III Director --- For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Stock Option Plan For For 4 Ratify Auditors For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT LARGE CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 3,500 *ADCT* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Ratify Auditors For For 03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 2,100 1 Elect Directors For For 2 Ratify Auditors For For 01/22/04 - A Air Products & Chemicals, Inc. 009158106 11/28/03 900 *APD* 1 Elect Directors For For 2 Ratify Auditors For For 01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 400 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Articles For For 4 Increase Authorized Common Stock For For 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 1,600 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/10/04 - A Andrew Corp. *ANDW* 034425108 12/12/03 700 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 7,600 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 6,800 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 02/11/04 - A Becton, Dickinson and Company 075887109 12/15/03 1,100 *BDX* 1 Elect Directors For For 1.1 Elect Director Henry P. Becton, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director Edward F. DeGraan --- For 1.3 Elect Director James F. Orr --- For 1.4 Elect Director Margaretha af Ugglas --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For The total cost of the company's plans of 7.57 percent is within the allowable cap for this company of 12.31 percent. Additionally, this plan expressly forbids repricing. Shareholder Proposal 4 Provide for Cumulative Voting Against Against 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 800 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 02/26/04 - S Concord EFS, Inc. 206197105 01/16/04 2,100 1 Approve Merger Agreement For For 01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 2,000 *COST* 1 Elect Directors For For Shareholder Proposals 2 Declassify the Board of Directors Against Against 3 Develop Land Procurement Policy Against Against Management Proposal 4 Ratify Auditors For For 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 600 *CFC* 1 Increase Authorized Common Stock For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,700 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 800 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 03/17/04 - S FleetBoston Financial Corp. 339030108 01/26/04 4,808 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 01/29/04 - A Franklin Resources, Inc. *BEN* 354613101 12/01/03 1,100 1 Elect Directors For For 1.1 Elect Director Harmon E. Burns --- For 1.2 Elect Director Charles Crocker --- For 1.3 Elect Director Robert D. Joffe --- For 1.4 Elect Director Charles B. Johnson --- For 1.5 Elect Director Rupert H. Johnson, Jr. --- For 1.6 Elect Director Thomas H. Kean --- For 1.7 Elect Director James A. McCarthy --- For 1.8 Elect Director Chutta Ratnathicam --- For 1.9 Elect Director Peter M. Sacerdote --- For 1.10 Elect Director Anne M. Tatlock --- For 1.11 Elect Director Louis E. Woodworth --- For 2 Ratify Auditors For For 3 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For We believe that this item warrants shareholder approval. 03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 3,300 1 Elect Directors For For 2 Ratify Auditors For For 02/17/04 - A Health Management Associates, 421933102 12/19/03 1,000 Inc. *HMA* 1 Elect Directors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 13,941 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 03/02/04 - A International Game Technology 459902102 01/02/04 1,500 *IGT* 1 Elect Directors For Split 1.1 Elect Director G. Thomas Baker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert Miller. We recommend that shareholders WITHHOLD votes from Robert Miller for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Neil Barsky --- For 1.3 Elect Director Robert A. Bittman --- For 1.4 Elect Director Richard R. Burt --- For 1.5 Elect Director Leslie S. Heisz --- For 1.6 Elect Director Robert A. Mathewson --- For 1.7 Elect Director Thomas J. Matthews --- For 1.8 Elect Director Robert Miller --- Withhold 1.9 Elect Director Frederick B. Rentschler --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 800 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 02/24/04 - S John Hancock Financial 41014S106 01/02/04 1,200 Services, Inc. *JHF* 1 Approve Merger Agreement For For 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 400 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 18,300 1 Elect Directors For For 1.1 Elect Director Karl J. Krapek --- For 1.2 Elect Director Patricia F. Russo --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Declassify the Board of Directors For Against and Amend Director Removal Provision 3 Approve Non-Employee Director For For Omnibus Stock Plan The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 10.90 percent. Additionally, this plan expressly forbids repricing. 4 Approve Reverse Stock Split For For Since there will not be an effective increase in the common stock authorized due to the proportionate reduction, we recommend that shareholders consent to this item. Shareholder Proposals 5 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote We generally support the submission of golden parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. We believe that a company's parachute provisions should be reasonable and not excessive. The ceiling set by the proponent at 2.99 times the sum of an executive's base salary and bonus is widely considered as the standard threshold level of severance remuneration for corporate executives. Moreover, as stated by the company, its current severance agreements are below the standard threshold level. As such, the adoption of the proposed policy would have minimum impact on the company currently but ensures good corporate governance for future employment contracts. Therefore, we support this proposal. 6 Prohibit Awards to Executives Against Against We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Discontinuing all rights, options or SARs under an expired stock plan does not resolve the disconnect between pay and performance. In fact, companies can continue to grant rights, options or SARs under an existing plan. Therefore, we do not support this proposal. 02/17/04 - A Navistar International Corp. 63934E108 01/05/04 300 *NAV* 1 Elect Directors For For 1.1 Elect Director Michael N. Hammes --- For We recommend a vote FOR the directors. 1.2 Elect Director James H. Keyes --- For 1.3 Elect Director Southwood J. Morcott --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For The total cost of the company's plans of 7.37 percent is within the allowable cap for this company of 8.46 percent. Additionally, this plan expressly forbids repricing. 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 1,200 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 1,700 1 Elect Directors For For 2 Ratify Auditors For For 3 Expense Stock Options Against For 03/02/04 - A QUALCOMM Inc. *QCOM* 747525103 01/02/04 3,500 1 Elect Directors For Split 1.1 Elect Director Adelia A. Coffman --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Adelia A. Coffman. We recommend that shareholders WITHHOLD votes from Adelia A. Coffman for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Raymond V. Dittamore --- For 1.3 Elect Director Irwin Mark Jacobs --- For 1.4 Elect Director Richard Sulpizio --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Declassify the Board of Directors Against For 02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 800 A.1 Elect Director Don H. Davis, Jr. For For We recommend a vote FOR the directors with the exception of William H. Gray, III. We recommend that shareholders WITHHOLD votes from William H. Gray, III for sitting on more than six boards. A.2 Elect Director William H. Gray, III For For A.3 Elect Director William T. For For McCormick, Jr. A.4 Elect Director Keith D. Nosbusch For For B Ratify Auditors For For C Amend Omnibus Stock Plan For For 02/10/04 - A Rockwell Collins, Inc. *COL* 774341101 12/15/03 800 1 Elect Directors For For 1.1 Elect Director Donald R. Beall --- For We recommend that shareholders vote FOR Donald R. Beall, but WITHHOLD votes from Audit Committee member Richard J. Ferris for paying excessive non-audit fees. 1.2 Elect Director Richard J. Ferris --- For 2 Ratify Auditors For For In this case, 54.86 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 01/26/04 - A Sanmina-SCI Corp. *SANM* 800907107 12/01/03 2,100 1 Elect Directors For For 2 Ratify Auditors For For 01/07/04 - A Solectron Corp. *SLR* 834182107 11/18/03 3,400 1 Elect Directors For For 2 Approve Option Exchange Program For Against 3 Ratify Auditors For For 03/30/04 - A Starbucks Corp. *SBUX* 855244109 01/26/04 1,700 1 Elect Directors For For 2 Ratify Auditors For For 03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 600 *BSC* 1 Elect Directors For For 2 Amend the Capital Accumulation Plan For Against for Senior Managing Directors We evaluate proposed amendments that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of this plan was established by valuing the company's options and awards under all existing plans that are available for future issuance (B shares), and granted but unexercised (C shares). Moreover, the CAP plan provides preferential dividends in the form of CAP units, which are much more costly than regular dividends. The value of the company's B and C shares is 30.55 percent, which is above the allowable cap for this company of 12.66 percent. 3 Amend Stock Option Plan For Against We focus on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, we recommend voting AGAINST the plans due to the excessive costs. 4 Approve Restricted Stock Plan For Against We focus on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, we recommend voting AGAINST the plans due to the excessive costs. 5 Ratify Auditors For For 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 2,100 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 1,000 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement 2 Amend Bylaws For For 3 Amend Articles For For 4 Reduce Supermajority Vote For For Requirement 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 9,300 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For At the end of the day, all roads lead back to Eisner. For 20 years Disney's revolving door for board members and management has had one constant ' Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child. Were there a shareholder proposal on the ballot to separate those roles, we would support it. The withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper. The structural changes adopted recently at Disney are too new and too untested for investors to know whether they'll get traction over time. We believe that shareholders will be best served by cracking opening the door to the boardroom. In a year's time, we'll have a better idea if the recent reforms have taken hold. If not, shareholders may be best served by boardroom change. ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against 4 Report on Supplier Labor Standards Against Against in China 5 Report on Amusement Park Safety Against Abstain 03/19/04 - S Travelers Property Casualty 89420G406 02/06/04 4,724 Corp. 1 Approve Merger Agreement For For 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 8,738 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 4,200 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LARGE CAP INDEX FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 7,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/28/04 - A Adobe Systems Inc. *ADBE* 00724F101 03/03/04 1,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Adopt a Plocy that will Committ Against For ShrHoldr Executives to Hold a Significant Percentage of their Shares In this case, although the company has the holding period requirement of 25 percent of the net shares for two years, it does not appear that the executives have significant holding of outright shares. Per the company's 2004 proxy, most of executives' beneficial stock ownership is in the form of options. 5 Ratify Auditors For For Mgmt 04/29/04 - A Advanced Micro Devices, Inc. 007903107 03/01/04 200 *AMD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 700 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 2,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke, Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director Nobuhiro Mori --- For 1.13 Elect Director E. Stephen Purdom, M.D. --- For 1.14 Elect Director Barbara K. Rimer, Ph.D. --- For 1.15 Elect Director Marvin R. Schuster --- For 1.16 Elect Director Glenn Vaughn, Jr. --- For 1.17 Elect Director Robert L. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 3,900 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Report on Pay Disparity Against Abstain ShrHoldr 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, we find the proposal in this case overly restrictive and recommend voting AGAINST it. 05/06/04 - A Allegheny Technologies, Inc. 01741R102 03/12/04 200 *ATI* 1 Elect Directors For For Mgmt 04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 600 1 Elect Directors For Split Mgmt 1.1 Elect Director Handel E. Evans --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gavin S. Herbert, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael R. Gallagher --- For 1.3 Elect Director Gavin S. Herbert --- Withhold 1.4 Elect Director Stephen J. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 1,500 *AW* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas H. Van Weelden --- For 1.2 Elect Director Robert M. Agate --- For 1.3 Elect Director Leon D. Black --- For 1.4 Elect Director James W. Crownover --- For 1.5 Elect Director Michael S. Gross --- For 1.6 Elect Director Dennis R. Hendrix --- For 1.7 Elect Director J. Tomilson Hill --- For 1.8 Elect Director Lawrence V. Jackson --- For 1.9 Elect Director Nolan Lehmann --- For 1.10 Elect Director Howard A. Lipson --- For 1.11 Elect Director Antony P. Ressler --- For 1.12 Elect Director Warren B. Rudman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Report on Privatization Against Against ShrHoldr We believe that the requested report would impose an unnecessary cost to the company without providing a corresponding benefit to shareholders. 04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 650 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 05/05/04 - A Amerada Hess Corp. *AHC* 023551104 03/15/04 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas F. Brady --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Nicholas F. Brady. We recommend that shareholders WITHHOLD votes from Nicholas F. Brady for poor attendance. 1.2 Elect Director J. Barclay Collins II --- For 1.3 Elect Director Thomas H. Kean --- For 1.4 Elect Director Frank A. Olson --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Establish Other Board Committee Against For ShrHoldr We agree with the proponent on the importance of establishing clear mechanisms for communication between shareholders and independent directors. While the company complies with existing SEC and NYSE rules on this matter, it appears that the corporate secretary, who is an employee of the company, plays an important role in conveying such communication either internally or to the board. The proposed Office of the Board would ensure a direct communication with the independent directors of the board, without involving the corporate secretary. Furthermore, in the absence of an independent chairman in the case of Amerada Hess, the presiding director does not facilitate communication with shareholders as part of his lead director role. We recommend in favor of the proposal. 04/27/04 - A Ameren Corporation *AEE* 023608102 03/11/04 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Risks of Nuclear Waste Against Against ShrHoldr Storage 04/27/04 - A American Electric Power Co. 025537101 03/03/04 1,800 *AEP* 1 Elect Directors For For Mgmt 1.1 Elect Director E. R. Brooks --- For 1.2 Elect Director Donald M. Carlton --- For 1.3 Elect Director John P. DesBarres --- For 1.4 Elect Director Robert W. Fri --- For 1.5 Elect Director William R. Howell --- For 1.6 Elect Director Lester A. Hudson, Jr. --- For 1.7 Elect Director Leonard J. Kujawa --- For 1.8 Elect Director Michael G. Morris --- For 1.9 Elect Director Richard L. Sandor --- For 1.10 Elect Director Donald G. Smith --- For 1.11 Elect Director Kathryn D. Sullivan --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 4 Submit Executive Pension Benefit to Against For ShrHoldr Vote Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 6,300 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 06/25/04 - A American Greetings Corp. *AM* 026375105 04/26/04 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Scott S. Cowen --- For We recommend a vote FOR the directors with the exception of independent outsider Charles A. Ratner. We recommend that shareholders WITHHOLD votes from Charles A. Ratner for poor attendance. 1.2 Elect Director Harriet Mouchly-Weiss --- For 1.3 Elect Director Charles A. Ratner --- Withhold 1.4 Elect Director Zev Weiss --- For 1.5 Elect Director Joseph Hardin --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A American International Group, 026874107 03/26/04 12,944 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/10/04 - A American Power Conversion 029066107 04/14/04 100 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A American Standard Companies, 029712106 03/10/04 400 Inc. *ASD* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 6,336 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/15/04 - A AmSouth Bancorporation *ASO* 032165102 02/17/04 1,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Approve Non-Employee Director Stock For For Mgmt Option Plan 6 Political Contributions Against Against ShrHoldr 05/06/04 - A Anadarko Petroleum Corp. *APC* 032511107 03/08/04 1,245 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 3,900 *BUD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 600 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 700 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/21/04 - A Aon Corp. *AOC* 037389103 03/24/04 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick G. Ryan --- For We recommend a vote FOR the directors with the exception of independent outsider Jan Kalff and affiliated outsider Edgar D. Jannotta. We recommend that shareholders WITHHOLD votes from Jan Kalff for poor attendance, and from Edgar D. Jannotta for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Edgar D. Jannotta --- Withhold 1.3 Elect Director Jan Kalff --- Withhold 1.4 Elect Director Lester B. Knight --- For 1.5 Elect Director J. Michael Losh --- For 1.6 Elect Director R. Eden Martin --- For 1.7 Elect Director Andrew J. McKenna --- For 1.8 Elect Director Robert S. Morrison --- For 1.9 Elect Director Richard C. Notebaert --- For 1.10 Elect Director Michael D. O'Halleran --- For 1.11 Elect Director John W. Rogers, Jr. --- For 1.12 Elect Director Gloria Santona --- For 1.13 Elect Director Carolyn Y. Woo --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 1,522 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/30/04 - A Apartment Investment & 03748R101 03/05/04 500 Management Co. *AIV* 1 Elect Directors For For Mgmt 1.1 Elect Director Terry Considine --- For 1.2 Elect Director Peter K. Kompaniez --- For 1.3 Elect Director James N. Bailey --- For 1.4 Elect Director Richard S. Ellwood --- For 1.5 Elect Director J. Landis Martin --- For 1.6 Elect Director Thomas L. Rhodes --- For 2 Ratify Auditors For For Mgmt 3 Approve Sale of Company Assets For For Mgmt 4 Limit Executive Compensation Against For ShrHoldr We are broadly in favor of proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Although the terms of the proposal define "future severance agreements" as including employment agreements containing severance provisions, ratification prior to entering an employment contract would only be necessary where that severance provision exceeded the 2.99 times salary plus bonus test. Further, the proposal allows for shareholder approval to be sought after the material terms of the agreement are agreed upon. Therefore, we believe the proposal warrants support. 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/19/04 - A AT&T Corp. *T* 001957505 03/25/04 3,860 1 Elect Directors For For Mgmt 1.1 Elect Directors William F. Aldinger --- For 1.2 Elect Directors Kenneth T. Derr --- For 1.3 Elect Directors David W. Dorman --- For 1.4 Elect Directors M. Kathryn Eickhoff --- For 1.5 Elect Directors Herbet L. Henkel --- For 1.6 Elect Directors Frank C. Herringer --- For 1.7 Elect Directors Shirley Ann Jackson --- For 1.8 Elect Directors Jon C. Madonna --- For 1.9 Elect Directors Donald F. McHenry --- For 1.10 Elect Directors Tony L. White --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or re-elect directors as they see fit. 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote While we recognize that the company does not currently intend to adopt a poison pill, nevertheless the company is free to do so without any shareholder approval. Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Report on Executive Compensation Against For ShrHoldr As the requested report will provide shareholders with more insight into what factors the company considers relevant to building long-term shareholder value for its performance based compensation, we recommend shareholders support this request. 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 13,445 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 05/12/04 - A AutoNation, Inc. *AN* 05329W102 03/26/04 1,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Mike Jackson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Rick L. Burdick. We recommend that shareholders WITHHOLD votes from Rick L. Burdick for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Robert J. Brown --- For 1.3 Elect Director J.P. Bryan --- For 1.4 Elect Director Rick L. Burdick --- Withhold 1.5 Elect Director William C. Crowley --- For 1.6 Elect Director Alan S. Dawes --- For 1.7 Elect Director Edward S. Lampert --- For 1.8 Elect Director Irene B. Rosenfeld --- For 2 Ratify Auditors For For Mgmt 04/22/04 - A Avery Dennison Corp. *AVY* 053611109 02/23/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 1,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Report on Feasibility of Removing Against Against ShrHoldr Parabens from Company Products 6 Report on Feasibility of Removing Against Against ShrHoldr Dibutyl Phthalate from Company Products 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 1,700 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 04/28/04 - A Ball Corp. *BLL* 058498106 03/01/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 10,447 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 5,500 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Baxter International Inc. 071813109 03/05/04 3,000 *BAX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 04/27/04 - A BB&T Corporation *BBT* 054937107 03/08/04 2,700 1 Amend Articles For Against Mgmt Proposals would repeal classified board. 2 Amend Bylaws For Against Mgmt 3 Elect Directors For Split Mgmt 3.1 Elect Director John A. Allison Iv --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Albert F. Zettlemoyer and Ronald E. Deal. We recommend that shareholders WITHHOLD votes from Albert F. Zettlemoyer and Ronald E. Deal for standing as affiliated outsiders on the Compensation and Nominating committees. 3.2 Elect Director Ronald E. Deal --- Withhold 3.3 Elect Director Tom D. Efird --- For 3.4 Elect Director Albert O. Mccauley --- For 3.5 Elect Director Barry J. Fitzpatrick --- For 3.6 Elect Director J. Holmes Morrison --- For 3.7 Elect Director Jennifer S. Banner --- For 3.8 Elect Director Albert F. Zettlemoyer --- Withhold 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Review Executive Compensation Policy Against For ShrHoldr We recognize the board's efforts to retain Mercer to evaluate its executive compensation practices. However, while not exclusively, stock returns are an important measure of performance which is not currently used by BB&T. The company's stock has underperformed its peers over one- and three-year periods, which supports the argument that stock returns should be incorporated as a performance criteria. Therefore, we recommend that shareholders support this proposal. 04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 9,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 6 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine the CEO's pay based on a number of factors, rather then have an arbitrary cap to determine the CEO's compensation. While we understand the proponents' concerns with escalating CEO pay, we believe that the proposed cap would be unduly restrictive. Thus, we do not support this proposal. 7 Report on Political Against Against ShrHoldr Contributions/Activities 05/06/04 - A Bemis Company, Inc. *BMS* 081437105 03/12/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 1,650 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/18/04 - A Big Lots Inc. *BLI* 089302103 03/26/04 600 1 Elect Directors For For Mgmt 06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 1,690 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/15/04 - A Boise Cascade Corp. *BCC* 097383103 02/23/04 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. As such, we do not believe that this proposal merits shareholder approval. 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 9,600 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 1,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 63.26 percent is above the allowable cap for this company of 12.40 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/28/04 - A Brunswick Corp. *BC* 117043109 03/02/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 1,900 Corp. *BNI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Marc F. Racicot and Vilma S. Martinez. We recommend that shareholders WITHHOLD votes from Marc F. Racicot and Vilma S. Martinez for standing as affiliated outsiders on the Directors and Corporate Governance Committee, which serves as the nominating committee. 1.2 Elect Director Vilma S. Martinez --- Withhold 1.3 Elect Director Marc F. Racicot --- Withhold 1.4 Elect Director Roy S. Roberts --- For 1.5 Elect Director Matthew K. Rose --- For 1.6 Elect Director Marc J. Shapiro --- For 1.7 Elect Director J.C. Watts, Jr. --- For 1.8 Elect Director Robert H. West --- For 1.9 Elect Director J. Steven Whisler --- For 1.10 Elect Director Edward E. Whitacre, Jr. --- For 1.11 Elect Director Michael B. Yanney --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 900 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 1,100 *COF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 2,200 1 Elect Directors For For Mgmt 04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 100 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS For For Mgmt FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003. 5 TO APPROVE THE DIRECTORS For For Mgmt REMUNERATION REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY For For Mgmt TO ALLOT SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES. 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 1,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 4,800 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 06/03/04 - A CENTERPOINT ENERGY INC *CNP* 15189T107 04/05/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director Robert T. O'Connell --- For 1.2 Elect Director Milton Carroll --- For 1.3 Elect Director John T. Cater --- For 1.4 Elect Director Michael E. Shannon --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr While we do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, given the fact that the proponent asks for a complete substitution of options with performance and time-based restricted stock, we believe the proposal is unduly restrictive. As such, this item does not warrant shareholder approval. 4 Declassify the Board of Directors Against Against ShrHoldr 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Charter One Financial, Inc. 160903100 02/23/04 1,076 *CF* 1 Elect Directors For For Mgmt 1.1 Elect Director Patrick J. Agnew --- For We recommend a vote FOR the directors with the exceptions of Mark Shaevsky, Ronald F. Poe, and Patrick J. Agnew. We recommend that shareholders WITHHOLD votes from Patrick J. Agnew for standing as an affiliated outsider on the Nominating Committee and Audit Committee members Mark Shaevsky and Ronald F. Poe for paying excessive non-audit fees. 1.2 Elect Director Denise Marie Fugo --- For 1.3 Elect Director Charles John Koch --- For 1.4 Elect Director Ronald F. Poe --- For 1.5 Elect Director Jerome L. Schostak --- For 1.6 Elect Director Mark Shaevsky --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 5,178 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. We approve the stock purchase program component because the plan complies with Section 423 of the Internal Revenue Code, the number of shares reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. However, the total cost of the company's plans of 17.46 percent is above the allowable cap for this company of 10.28 percent. Therefore, we recommend AGAINST this bundled plan. 3 Ratify Auditors For For Mgmt 04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/04 - A Cincinnati Financial Corp. 172062101 02/27/04 900 *CINF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Brown --- For We recommend a vote FOR the directors with the exceptions of independent outsider John M. Shepherd and affiliated outsider Robert C. Schiff. We recommend that shareholders WITHHOLD votes from Robert C. Schiff for poor attendance and audit committee member John M. Shepherd for paying excessive non-audit fees. 1.2 Elect Director Dirk J. Debbink --- For 1.3 Elect Director Robert C. Schiff --- Withhold 1.4 Elect Director John M. Shepherd --- Withhold 1.5 Elect Director Douglas S. Skidmore --- For 2 Ratify Auditors For Against Mgmt 05/04/04 - A Cinergy Corp. *CIN* 172474108 03/05/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Circuit City Stores, Inc. *CC* 172737108 04/21/04 1,100 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 25,306 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/18/04 - A Citizens Communications Co. 17453B101 03/19/04 1,300 *CZN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Mark B. Templeton --- For 1.2 Elect Director Kevin R. Compton --- For 1.3 Elect Director Stephen M. Dow --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 3,000 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 04/30/04 - A Coca-Cola Enterprises Inc. 191219104 03/04/04 2,200 *CCE* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt 5 Approve Employee Stock Purchase Plan For For Mgmt 6 Approve Employee Stock Purchase Plan For For Mgmt 7 Ratify Auditors For For Mgmt 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.99 times the sum of an executive's base salary, plus bonus is widely considered as the standard threshold level of severance remuneration for corporate executives that should be subject to a shareholder vote. 9 Report on Recycling Policy Against Against ShrHoldr 05/07/04 - A Colgate-Palmolive Co. *CL* 194162103 03/09/04 2,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 11,187 1 Elect Directors For For Mgmt 1.1 Elect Director S. Decker Anstrom --- For 1.2 Elect Director C. Michael Armstrong --- For 1.3 Elect Director Kenneth J. Bacon --- For 1.4 Elect Director Sheldon M. Bonovitz --- For 1.5 Elect Director Julian A. Brodsky --- For 1.6 Elect Director Joseph L. Castle, II --- For 1.7 Elect Director J. Michael Cook --- For 1.8 Elect Director Brian L. Roberts --- For 1.9 Elect Director Ralph J. Roberts --- For 1.10 Elect Director Dr. Judith Rodin --- For 1.11 Elect Director Michael I. Sovern --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 5 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board Currently, according to our definition of independence, the board consists of four insiders, one affiliated outsiders, and six independent outsiders. A majority of the board members are independent outsiders, however, we prefer that a substantial majority of the directors be independent. In the case of Comcast, we believe that a two-thirds independent board is particularly important due to Comcast's dual class ownership structure and several insiders currently sitting on the board. Therefore, we recommend shareholders support this proposal. 6 Political Contributions/Activities Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 7 Nominate Two Directors for every Against For ShrHoldr open Directorships Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract a qualified CEO. 9 Adopt a Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request for the company to take steps to develop a recapitalization plan where all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/18/04 - A Comerica Inc. *CMA* 200340107 03/22/04 900 1 Elect Directors For For Mgmt 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 1,100 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 3,348 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 05/17/04 - A Consolidated Edison, Inc. *ED* 209115104 03/29/04 1,300 1 Elect Directors For For Mgmt 1.1 Elect Director Vincent A. Calarco --- For 1.2 Elect Director George Campbell, Jr. --- For 1.3 Elect Director Gordon J. Davis --- For 1.4 Elect Director Michael J. Del Giudice --- For 1.5 Elect Director Joan S. Freilich --- For 1.6 Elect Director Ellen V. Futter --- For 1.7 Elect Director Sally Hernandez-Pinero --- For 1.8 Elect Director Peter W. Likins --- For 1.9 Elect Director Eugene R. McGrath --- For 1.10 Elect Director Frederic V. Salerno --- For 1.11 Elect Director Stephen R. Volk --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 05/21/04 - A Constellation Energy Group, 210371100 03/19/04 1,000 Inc. *CEG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Convergys Corp. *CVG* 212485106 03/01/04 800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 6,500 1 Elect Directors For For Mgmt 1.1 Elect Director Jeremy R. Knowles --- For 1.2 Elect Director Eugene C. Sit --- For 1.3 Elect Director William D. Smithburg --- For 1.4 Elect Director Hansel E. Tookes II --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 1,350 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/26/04 - A Crane Co. *CR* 224399105 02/27/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Implement MacBride Principles Against Against ShrHoldr 05/05/04 - A CSX Corp. *CSX* 126408103 03/05/04 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director E.E. Bailey --- For 1.2 Elect Director R.L. Burrus, Jr. --- For 1.3 Elect Director E.J. Kelly, III --- For 1.4 Elect Director R.D. Kunisch --- For 1.5 Elect Director S.J. Morcott --- For 1.6 Elect Director D.M. Ratcliffe --- For 1.7 Elect Director C.E. Rice --- For 1.8 Elect Director W.C. Richardson --- For 1.9 Elect Director F.S. Royal, M.D. --- For 1.10 Elect Director D.J. Shepard --- For 1.11 Elect Director M.J. Ward --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We generally oppose proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. Further, we believe that it is beneficial to shareholders to have company executives' compensation closely tied to the company's performance. Therefore we believe that this proposal would unduly restrict the company's flexibility to design employment and incentive arrangements, and would place the company in an uncompetitive position in attracting and retaining qualified executives. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposal regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row. With respect to the shareholder proposal regarding poison pills, we do not consider the two-year shareholder approval clock as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal, and if necessary, will recommend the withholding of votes for directors at next year's meeting. 5 Limit Awards to Executives Against For ShrHoldr We are broadly in favor of proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Although the terms of the proposal define "future severance agreements" as including employment agreements containing severance provisions, ratification prior to entering an employment contract would only be necessary where that severance provision exceeded the 2.99 times salary plus bonus test. Further, the proposal allows for shareholder approval to be sought after the material terms of the agreement are agreed upon. Therefore, we believe the proposal warrants support. 04/06/04 - A Cummins , Inc. *CMI* 231021106 02/16/04 300 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Darnall --- For 1.2 Elect Director John M. Deutch --- Withhold 1.3 Elect Director Alexis M. Herman --- For 1.4 Elect Director William I. Miller --- For 1.5 Elect Director William D. Ruckelshaus --- For 1.6 Elect Director Theodore M. Solso --- For 1.7 Elect Director J. Lawrence Wilson --- For 2 Ratify Auditors For For Mgmt 05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 1,900 1 Elect Directors For For Mgmt 1.1 Elect Director W. Don Cornwell --- For 1.2 Elect Director Thomas P. Gerrity --- For 1.3 Elect Director Stanley P. Goldstein --- For 1.4 Elect Director Marian L. Heard --- For 1.5 Elect Director William H. Joyce --- For 1.6 Elect Director Terry R. Lautenbach --- For 1.7 Elect Director Terrence Murray --- For 1.8 Elect Director Sheli Z. Rosenberg --- For 1.9 Elect Director Thomas M. Ryan --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the proposal, such as the annual bonus based on well-defined quantitative and qualitative performance measures, granting of restricted stock based on achievement of justifiable performance criteria, we believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. We believe this proposal is too restrictive, as it would limit equity awards to restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/19/04 - A Dana Corp. *DCN* 235811106 03/01/04 700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Delphi Corp. *DPH* 247126105 03/08/04 2,700 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Oscar de Paula Bernardes Neto --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders John D. Opie, Dr. Bernd Gottschalk, and Oscar de Paula Bernardes Neto for failure to implement the poison pill proposal. 1.2 Elect Director Dr. Bernd Gottschalk --- Withhold 1.3 Elect Director John D. Opie --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. Furthermore, this shareholder proposal has been put forth to vote for the fourth time. We continue to believe that this shareholder proposal warrants support. 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Workplace Code of Conduct Against Abstain ShrHoldr 04/23/04 - A Delta Air Lines, Inc. *DAL* 247361108 03/01/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director Edward H. Budd --- For 1.2 Elect Director George M.C. Fisher --- For 1.3 Elect Director David R. Goode --- For 1.4 Elect Director Gerald Grinstein --- For 1.5 Elect Director John F. Smith, Jr. --- For 1.6 Elect Director Joan E. Spero --- For 1.7 Elect Director Larry D. Thompson --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Limit Awards to Executives Against Against ShrHoldr While we do like some of the elements of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, given the fact that the proponent asks for a complete substitution of options with restricted stock, we view the proposal as restrictive. We also recognize, that in view of Delta's struggling performance, executives have foregone the 2003 annual incentive bonuses, which reflects the pay-for-performance linkage that we advocate. We do not support this proposal at this time. 5 Submit Executive Pension Benefit To Against For ShrHoldr Vote While we acknowledge that many executives negotiate additional credit when they switch companies because of the forfeited benefits, the company's liability arising from such benefits can be quite significant, therefore, it merits more disclosure and shareholder scrutiny. The funded structure of the plan is quite unusual and extremely costly for Delta, especially given its difficult financial condition and the underfunded status of its defined benefit plans. The funded structure of the plan was intended to improve the retention of executives; however, several executives left after the program was implemented. We recognize that the company has terminated the remaining 20 percent funding of such benefits and has made changes to its executive compensation practices, including salary reductions, no annual incentive award for 2003 for all top five executives, relinquishing of stock grants and the 2002 retention bonus by the CEO. We also give credit to the company for implementing a policy of seeking shareholder approval for future on severance packages in excess of 2.99x the executive's salary plus bonus, upon receiving majority support of a shareholder proposal in 2003. However, given the potential size of the benefits in question and Delta's controversial funded structure, we think that a shareholder vote on the extraordinary benefits outlined in the proposal is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 6 Limit Executive Compensation Against Against ShrHoldr As stated in our analysis of proposal 4, we support the use of performance-based pay and believe there should be strong linkage between compensation and performance at the senior executive level. Delta has made changes to its executive compensation practices, including salary reductions, no annual incentive award for 2003 for all top five executives, relinquishing of stock grants and the 2002 retention bonus by the CEO. We also recognize, that in view of Delta's performance, executives have foregone the 2003 annual incentive bonuses, which reflects the pay-for-performance linkage that we advocate. Given the steps that Delta has already made to align compensation with shareholders' interests and given its struggling performance and the industry prolonged downturn, we believe that the proponent's benchmark of six fiscal quarters of profitability is quite restrictive. 05/04/04 - A Deluxe Corp. *DLX* 248019101 03/08/04 400 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald E. Eilers --- For 1.2 Elect Director Charles A. Haggerty --- For 1.3 Elect Director William A. Hawkins, III --- For 1.4 Elect Director Cheryl M. McKissack --- For 1.5 Elect Director Lawrence J. Mosner --- For 1.6 Elect Director Stephen P. Nachtsheim --- For 1.7 Elect Director Mary Ann O'Dwyer --- For 1.8 Elect Director Martyn R. Redgrave --- For 1.9 Elect Director Robert C. Salipante --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 06/08/04 - A Devon Energy Corp. *DVN* 25179M103 04/09/04 1,200 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas F. Ferguson --- For 1.2 Elect Director Peter J. Fluor --- For 1.3 Elect Director David M. Gavin --- For 1.4 Elect Director Michael E. Gellert --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/15/04 - A Dillard's, Inc. *DDS* 254067101 03/31/04 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 1,500 1 Elect Directors For For Mgmt 1.1 Elect Director Susan B. Allen --- For 1.2 Elect Director Peter W. Brown --- For 1.3 Elect Director Ronald J. Calise --- For 1.4 Elect Director Thos. E. Capps --- For 1.5 Elect Director George A. Davidson, Jr. --- For 1.6 Elect Director John W. Harris --- For 1.7 Elect Director Robert S. Jepson, Jr. --- For 1.8 Elect Director Benjamin J. Lambert, III --- For 1.9 Elect Director Richard L. Leatherwood --- For 1.10 Elect Director Margaret A. McKenna --- For 1.11 Elect Director Kenneth A. Randall --- For 1.12 Elect Director Frank S. Royal --- For 1.13 Elect Director S. Dallas Simmons --- For 1.14 Elect Director Robert H. Spilman --- For 1.15 Elect Director David A. Wollard --- For 2 Ratify Auditors For For Mgmt 3 Submit Executive Compensation to Against Against ShrHoldr Vote We believe that such proposal will put unnecessary restrictions on grants of awards since any plan allowing for grant of incentive stock options requires prior shareholder approval. This item does not warrant shareholder approval. 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 1,100 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/21/04 - A Dow Jones & Co., Inc. *DJ* 260561105 02/27/04 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Irvine O. Hockaday, Jr. --- For We recommend a vote FOR the directors with the exceptions of affiliated outsider Dieter von Holtzbrinck and independent outsider Vernon E. Jordan, Jr.. We recommend that shareholders WITHHOLD votes from Dieter von Holtzbrinck and from Vernon E. Jordan, Jr. for poor attendance. 1.2 Elect Director Vernon E. Jordan, Jr. --- Withhold 1.3 Elect Director Lewis B. Campbell --- For 1.4 Elect Director Dieter von Holtzbrinck --- Withhold 1.5 Elect Director Elizabeth Steele --- For 2 Ratify Auditors For Against Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/29/04 - A DTE Energy Co. *DTE* 233331107 03/01/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Duke Energy Corp. *DUK* 264399106 03/15/04 4,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul M. Anderson --- For 1.2 Elect Director Ann M. Gray --- For 1.3 Elect Director Michael E.J. Phelps --- Withhold 1.4 Elect Director James T. Rhodes --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 05/27/04 - A E*Trade Group, Inc. *ET* 269246104 04/05/04 1,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 4,900 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/06/04 - A Eastman Chemical Co. *EMN* 277432100 03/15/04 500 1 Elect Directors For For Mgmt 1.1 Elect Director Renee J. Hornbaker --- For 1.2 Elect Director Thomas H. McLain --- For 1.3 Elect Director Peter M. Wood --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr We note that the company has negative three-year total shareholder return, but positive one year TSR, and the total direct compensation to the company's CEO has decreased by 53.21 percent from fiscal 2002 to fiscal 2003. We further note that the company has been proactive in its effort to link pay and performance among its top executives and that executive compensation is analyzed by an independent Compensation Committee. We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/12/04 - A Eastman Kodak Co. *EK* 277461109 03/15/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director William H. Hernandez --- For 1.2 Elect Director Hector de J. Ruiz --- For 1.3 Elect Director Laura D'Andrea Tyson --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Adopt Chemical Policy Against Against ShrHoldr 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 1,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 3,300 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, we recommend voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/07/04 - A Ecolab, Inc. *ECL* 278865100 03/16/04 1,300 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A Edison International *EIX* 281020107 03/22/04 200 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Bryson --- For 1.2 Elect Director France A. Cordova --- For 1.3 Elect Director Bradford M. Freeman --- For 1.4 Elect Director Bruce Karatz --- For 1.5 Elect Director Luis G. Nogales --- For 1.6 Elect Director Ronald L. Olson --- For 1.7 Elect Director James M. Rosser --- For 1.8 Elect Director Richard T. Schlosberg, III --- For 1.9 Elect Director Robert H. Smith --- For 1.10 Elect Director Thomas C. Sutton --- For 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, we note that the company's rights plan was not approved by shareholders. While we acknowledge that the company has adopted a policy to seek shareholder approval if the pill were to be triggered, the company established the plan without shareholder input, and cannot accelerate its expiration. After expiration of the current pill in 2006, the company will seek shareholder approval before adopting any new pill, or at least seek approval within a limited one-year period after implementation. These protections are positive changes; however, the company has said nothing regarding additional shareholder approval for amendments or changes to the plan. In support of the principle that shareholders should have input in decisions regarding the adoption or implementation of shareholder rights plans, we recommend shareholders support this request. 05/25/04 - A Electronic Data Systems Corp. 285661104 03/29/04 2,300 *EDS* 1 Elect Directors For For Mgmt 1.1 Elect Director Roger A. Enrico --- For 1.2 Elect Director Ellen M. Hancock --- For 1.3 Elect Director C. Robert Kidder --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter We support any reduction of a company's voting requirements. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 11,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A Engelhard Corp. *EC* 292845104 03/15/04 700 1 Elect Directors For For Mgmt 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 1,300 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 600 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A Equifax Inc. *EFX* 294429105 02/18/04 800 1 Elect Directors For For Mgmt 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 2,100 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 1,500 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter to For For Mgmt Remove Antitakeover Provision(s) 3 Ratify Auditors For For Mgmt 04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 1,575 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/26/04 - A Express Scripts, Inc. *ESRX* 302182100 03/31/04 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary G. Benanav --- For We recommend a vote FOR the directors with the exception of Thomas P. Mac Mahon. We recommend that shareholders WITHHOLD votes from Thomas P. Mac Mahon for poor attendance. 1.2 Elect Director Frank J. Borelli --- For 1.3 Elect Director Nicholas J. LaHowchic --- For 1.4 Elect Director Thomas P. Mac Mahon --- Withhold 1.5 Elect Director John O. Parker, Jr. --- For 1.6 Elect Director George Paz --- For 1.7 Elect Director Samuel K. Skinner --- For 1.8 Elect Director Seymour Sternberg --- For 1.9 Elect Director Barrett A. Toan --- For 1.10 Elect Director Howard L. Waltman --- For 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 34,200 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/21/04 - A Federated Department Stores, 31410H101 04/02/04 900 Inc. *FD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 4,403 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A First Horizon National Corp 337162101 02/27/04 200 *FHN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert C. Blattberg --- For We recommend a vote FOR the directors with the exception of affiliated outsider Luke Yancy III. We recommend that shareholders WITHHOLD votes from Luke Yancy III for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director J. Kenneth Glass --- For 1.3 Elect Director Michael D. Rose --- For 1.4 Elect Director Luke Yancy III --- Withhold 1.5 Elect Director Mary F. Sammons --- For 2 Change Company Name For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director Paul T. Addison --- For 1.2 Elect Director Ernest J. Novak, Jr. --- For 1.3 Elect Director John M. Pietruski --- For 1.4 Elect Director Catherine A. Rein --- For 1.5 Elect Director Robert C. Savage --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Reduce Supermajority Vote For For Mgmt Requirement 5 Approve Deferred Compensation Plan For For Mgmt 6 Approve Deferred Compensation Plan For For Mgmt 7 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 8 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. Even if the company's current pill ends up being redeemed as planned, this proposal deserves shareholder support because of it calls on the board to submit future pills to a shareholder vote as well. 9 Report on Political Against Against ShrHoldr Contributions/Activities 10 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A Fluor Corp. *FLR* 343412102 03/03/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director James T. Hackett --- Withhold We recommend a vote FOR Kent Kresa but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Martha R. Seger, Robin W. Renwick, and James T. Hackett for failure to implement the option expensing proposal. 1.2 Elect Director Kent Kresa --- For 1.3 Elect Director Robin W. Renwick --- Withhold 1.4 Elect Director Martha R. Seger --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 8,800 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. H. Bond --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders John R. H. Bond and Robert E. Rubin. We recommend that shareholders WITHHOLD votes from John R. H. Bond and Robert E. Rubin for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Stephen G. Butler --- For 1.3 Elect Director Kimberly A. Casiano --- For 1.4 Elect Director Edsel B. Ford II --- For 1.5 Elect Director William Clay Ford --- For 1.6 Elect Director William Clay Ford, Jr. --- For 1.7 Elect Director Irvine O. Hockaday, Jr. --- For 1.8 Elect Director Marie-Josee Kravis --- For 1.9 Elect Director Richard A. Manoogian --- For 1.10 Elect Director Ellen R. Marram --- For 1.11 Elect Director Homer A. Neal --- For 1.12 Elect Director Jorma Ollila --- For 1.13 Elect Director Carl E. Reichardt --- For 1.14 Elect Director Robert E. Rubin --- Withhold 1.15 Elect Director Nicholas V. Scheele --- For 1.16 Elect Director John L. Thornton --- For 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 4 Establish Other Board Committee Against For ShrHoldr Although we have reservations about the fact that the proposal neither sets a limit on the proposed committee's duration nor stipulates the committee's specific plan of action, we agree with the proponent's basic position. The Ford family has three seats on the board, which is disproportionate to its equity stake. We believe that the Ford family's substantial voting control of the company is sufficient enough to point out the need for an independent committee to evaluate conflicts of interest between family shareholders and nonfamily shareholders. Ford's board formed a committee in December 2002 to review Mr. Ford's acquisition of shares in Goldman Sachs Group, Inc.'s 1999 IPO. The committee, composed of directors Ellen R. Marram, Irvine O. Hockaday Jr., Homer A. Neal, Richard A. Manoogian and Marie-Josee Kravis, all independent directors, was mandated to review the stock purchase in response to a shareholder demand. The shareholder, Roger Berger, requested that Mr. Ford sell the Goldman Sachs shares to the company at the original price because Ford is a longstanding client of Goldman's, and not Mr. Ford himself. The committee rejected the shareholder demand and subsequently the full board accepted the committee's recommendation in February 2003. In February, Ford Motor Co. chairman and CEO William Clay Ford Jr. announced he would sell 400,000 shares of Goldman Sachs Group Inc. and that he would donate profits then estimated at $4.7 million to charity. The committee established in December 2002 only reviewed the shareholder demand regarding the proceeds from the IPO allocation, and did not evaluate other potential conflicts of interest between family shareholders and non-family shareholders. Due to Ford family's substantial voting control of the company, potential conflict of interests may arise in the future. The committee suggested by the proponent may serve as a mechanism to ensure that common shareholders are treated fairly vis-a-vis Ford family shareholders, should such a conflict of interest arise. In light of our concerns with the IPO allocation and the recapitalization plan, we support this nonbinding proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Although we agree with the principle of pay-for-performance in setting executive pay, we believe that the cessation of all rights, options, SARs, and possible severance payments to top five management: (1) does not resolve potential disconnects between pay and performance and (2) would be unduly restrictive with respect to the company's compensation strategies. As such, we recommend a vote AGAINST. 6 Amend By Laws Relating to Board Against Against ShrHoldr Independence An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. According to our director classifications, nine of the 16 directors are independent. Although we would prefer a two-thirds independent board, we believe that the proponent's request would limit the flexibility of the company without ensuring the maintenance of a majority independent board. We note that, according to our director classifications, there are four affiliated outside directors on the board. We believe that the proposed amendment is not in shareholders' best interest as it: (1) would not ensure board independence by not addressing the presence of affiliated outside directors on the board and (2) would limit the company's flexibility with regard to board composition. As such, we recommend a vote AGAINST. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/27/04 - A Fortune Brands, Inc. *FO* 349631101 02/27/04 800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Anne M. Tatlock --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Peter M. Wilson and Anne M. Tatlock and insider Norman H. Wesley for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Norman H. Wesley --- Withhold 1.3 Elect Director Peter M. Wilson --- Withhold 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although the company's rights plan contains a TIDE provision, the pill was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed, and that any future pill be put to a shareholder vote. 05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 6 Increase Authorized Common Stock For For Mgmt 05/06/04 - A Freeport-McMoRan Copper & Gold 35671D857 03/12/04 900 Inc. *FCX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Allison, Jr. --- For We recommend a vote FOR the directors with the exception of R. Leigh Clifford. We recommend that shareholders WITHHOLD votes from R. Leigh Clifford for poor attendance. 1.2 Elect Director R. Leigh Clifford --- Withhold 1.3 Elect Director James R. Moffett --- For 1.4 Elect Director B. M. Rankin, Jr. --- For 1.5 Elect Director J. Taylor Wharton --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Halt Payments to Indonesian Military Against Against ShrHoldr 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 1,300 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 05/20/04 - A Gateway Inc *GTW* 367626108 03/25/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas L. Lacey --- For We recommend that shareholders vote FOR Douglas L. Lacey, but WITHHOLD votes from insider Wayne R. Inouye. We recommend that shareholders WITHHOLD votes from Wayne R. Inouye for failure to establish a majority independent board. 1.2 Elect Director Wayne R. Inouye --- Withhold 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Gateway, we note that the company appears to comply with state and local laws regarding contributions to political candidates or organizations. Furthermore, the contributions are made with voluntary donations through a PAC and not directly from the company, and information on these PAC contributions is available through certain public sources. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 4 Require a Majority Vote for the Against Against ShrHoldr Election of Directors In the view of many shareholders, the current director election system simply creates self-perpetuating boards. Incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes a mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, floor nominations are unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, each of which demonstrates shareholder dissatisfaction with a company's proxy process: (i) one or more directors at a company must receive withhold votes totaling 35 percent or more of the votes cast, or (ii) a shareholder proposal asking for open access, which is submitted by the holders of at least one percent of the shares (and owned for at least one year), must be approved by a majority of the votes cast. If one of these two conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the company's shares (and owned for at least two years). In addition, the number of shareholder nominees permitted would be dictated by the size of the board as follows: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. We support the general principle that shareholders should have a choice in director elections and input in the nomination process greater than they currently enjoy under the plurality system. We believe that requiring directors to receive a majority of votes cast in an uncontested election has some merit as it promotes the accountability of directors and makes a shareholder vote on director elections a more powerful signal. However, this proposal would require directors to receive a majority of outstanding votes. Requiring nominees to obtain the majority of outstanding votes is a much more difficult hurdle, one which we are not at this time ready to endorse. The main concern in implementing a majority threshold requirement is that an annual board could be in effect "decapitated" by failure to obtain majority shareholder support. In the case of Gateway, which has a classified board, the concerns regarding a "decapitated" board are mitigated. With staggered boards, only a minority portion of the board is up for election each year, and therefore only such minority portion may be adversely affected by the failure of that year's nominees to obtain majority shareholder support. Irrespective of the structure of the company's board, this proposal fails to address the implementation mechanism in the event that directors fail to garner the required majority vote. In such a case, actual removal of affected directors may not be feasible or desirable, and alternative measures may be available to indicate displeasure with the board (e.g., increased disclosure requirements for "unratified" board members). Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 5 Board Diversity Against Abstain ShrHoldr 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 49,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 2,900 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr We support the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, we believe that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against For ShrHoldr Independent Directors Since approval of this proposal will ensure independence on key board committees, we support this request. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, we believe that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. 04/19/04 - A Genuine Parts Co. *GPC* 372460105 02/12/04 200 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote The company's current pill -- which was not approved by shareholders -- is an improvement over the company's prior pill in that it no longer contains a continuing director, or "dead-hand" provision. The current pill does have our recommended minimum 20 percent flip-in trigger threshold, but it does not contain either a sunset provision or any shareholder redemption provisions. We therefore agree with the proponent that the company's poison pill should be subject to a shareholder vote. 5 Company-Specific -- Shareholder Against Against ShrHoldr Miscellaneous We generally recommend that shareholders vote against shareholder proposals seeking to set absolute levels on compensation or otherwise are restrictive in limiting the amount or form of compensation. 05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas A. Berthiaume --- For 1.2 Elect Director Henry E. Blair --- For 1.3 Elect Director Gail K. Boudreaux --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Increase Authorized Preferred Stock For Against Mgmt In this case, management has specifically stated that the shares will be used in connection with the poison pill. We recommend shareholders vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a rights plan, especially if the plan has not been approved by shareholders and includes a trigger of less than 20 percent. 6 Ratify Auditors For For Mgmt 7 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 1,252 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara L. Bowles --- Withhold We recommend a vote FOR the directors with the exceptions of James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles. We recommend that shareholders WITHHOLD votes from James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Donald V. Fites --- Withhold 1.3 Elect Director David R. Goode --- Withhold 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director William R. Johnson --- For 1.6 Elect Director James B. Williams --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 04/27/04 - A Golden West Financial Corp. 381317106 03/01/04 800 *GDW* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 400,000,000 shares, is above the allowable threshold of 340,000,000 shares. 3 Ratify Auditors For For Mgmt 04/27/04 - A Goodrich Corporation *GR* 382388106 03/08/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Great Lakes Chemical Corp. 390568103 03/08/04 100 *GLK* 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Crownover --- For 1.2 Elect Director Louis E. Lataif --- For 1.3 Elect Director Mack G. Nichols --- For 2 Seek Sale of Company/Assets Against Against ShrHoldr In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 1,500 1 Elect Directors For For Mgmt 1.1 Elect Director Maurice A. Cox, Jr. --- For 1.2 Elect Director Nancy-Ann Min DeParle --- For 1.3 Elect Director Ronald W. Dollens --- For 1.4 Elect Director Enrique C. Falla --- For 1.5 Elect Director Kristina M. Johnson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/19/04 - A Halliburton Co. *HAL* 406216101 03/22/04 2,100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Review/Report on Operations in Iran Against Against ShrHoldr 4 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors The main concern in implementing a majority threshold requirement is that an annual board could in effect be "decapitated" by a failure to obtain majority shareholder support. Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 1,500 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Harrah's Entertainment, Inc. 413619107 03/01/04 700 *HET* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/20/04 - A Hasbro, Inc. *HAS* 418056107 03/31/04 900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Implement and Monitor Code of Against Against ShrHoldr Corporate Conduct - ILO Standards 05/27/04 - A HCA, Inc. *HCA* 404119109 04/01/04 2,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Management Stock Purchase Plan For For Mgmt 05/12/04 - A Hercules Inc. *HPC* 427056106 03/22/04 700 1 Elect Directors For For Mgmt 2 Amend Articles to Elect Directors For For Mgmt by Plurality Vote 3 Ratify Auditors For For Mgmt 4 Amend Articles to Provide For For Mgmt Shareholders with Right to Act by Written Consent and Call Special Meetings 04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director A. Steven Crown --- For 1.2 Elect Director David Michels --- For 1.3 Elect Director John H. Myers --- For 1.4 Elect Director Donna F. Tuttle --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Require Majority of Independent Against For ShrHoldr Directors on Board Currently, according to our definitions, the board consists of two insiders, four affiliated outsiders, and seven independent outsiders. Thus, insiders and affiliated outsiders constitute 46 percent of the board seats. We believe that a board should consist of a substantial majority of independent outsiders. In summary, in evaluating proposals requiring that a substantial majority of the board be composed of independent directors, shareholders should closely examine the current composition of the board, the proponent's definition of independence, and the board's responsiveness to shareholder concerns. If the board composition is poor or the board has not fulfilled its fiduciary duties, then shareholders should vote in favor of a proposal which would require a greater number of outsiders on the board. However, if the board is already sufficiently independent and is fulfilling its fiduciary duty, support of such a proposal is unnecessary. Although we do not agree with all of the proponent's classifications of independent directors, in light of the fact that the board is only 54 percent independent, we believe this proposal sends an important message to management and is in shareholders' best interests. 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 11,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 4,200 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 04/22/04 - A Humana Inc. *HUM* 444859102 03/01/04 900 1 Elect Directors For For Mgmt 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/07/04 - A IMS Health Inc. *RX* 449934108 03/05/04 200 1 Elect Directors For For Mgmt 1.1 Elect Director James D. Edwards --- For 1.2 Elect Director David M. Thomas --- For 1.3 Elect Director William C. Van Faasen --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 32,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 8,400 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/11/04 - A International Flavors & 459506101 03/23/04 500 Fragrances Inc. *IFF* 1 Elect Directors For For Mgmt 1.1 Elect Director Margaret Hayes Adame --- For 1.2 Elect Director Gunter Blobel --- For 1.3 Elect Director J. Michael Cook --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Richard A. Goldstein --- For 1.6 Elect Director Alexandra A. Herzan --- For 1.7 Elect Director Arthur C. Martinez --- For 1.8 Elect Director Burton M. Tansky --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit Committee pre-approves and monitors all services by PricewaterhouseCoopers, the company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 2,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland. We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr We note that the compensation committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather than have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on the CEO compensation would be unduly restrictive. Thus, we do not support this proposal. 05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 500 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt 05/14/04 - A J. C. Penney Co., Inc (HLDG 708160106 03/15/04 1,300 CO) *JCP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Colleen C. Barrett --- For According to our data, at the company's last annual meeting, a majority of the shares outstanding voted in favor of a shareholder proposal. The company has yet to implement or take the necessary actions to implement the proposal. 1.2 Elect Director M.Anthony Burns --- Withhold 1.3 Elect Director Maxine K. Clark --- For 1.4 Elect Director Allen Questrom --- Withhold 2 Ratify Auditors For For Mgmt 05/13/04 - A Janus Capital Group Inc. *JNS* 47102X105 03/18/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A Jefferson-Pilot Corp. *JP* 475070108 03/01/04 850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 13,990 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/19/04 - A Jones Apparel Group, Inc. 480074103 03/19/04 700 *JNY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 10,210 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/01/04 - A KB Home *KBH* 48666K109 02/12/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Kellogg Co. *K* 487836108 03/04/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 05/11/04 - A Kerr-McGee Corp. *KMG* 492386107 03/12/04 600 1 Elect Directors For For Mgmt 1.1 Elect Director William E. Bradford --- For 1.2 Elect Director Luke R. Corbett --- For 1.3 Elect Director David C Genever-Watling --- For 1.4 Elect Director Farah M. Walters --- For 2 Ratify Auditors For For Mgmt 3 Establishment of an Office of the Against For ShrHoldr Board of Directors We agree with the spirit of the proposal on the importance of establishing a clear mechanism for direct communications between shareholders and independent directors. Direct communications between the parties would result in improved relations by allowing shareholders to better understand the company as well as make corporate governance more transparent. 06/25/04 - S Kerr-McGee Corp. *KMG* 492386107 05/20/04 600 1 Approve Merger Agreement For For Mgmt 05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 2,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/20/04 - A KeySpan Corporation *KSE* 49337W100 03/22/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Robert B. Catell --- For 1.2 Elect Director Andrea S. Christensen --- For 1.3 Elect Director Alan H. Fishman --- For 1.4 Elect Director J. Atwood Ives --- For 1.5 Elect Director James R. Jones --- For 1.6 Elect Director James L. Larocca --- For 1.7 Elect Director Gloria C. Larson --- For 1.8 Elect Director Stephen W. Mckessy --- For 1.9 Elect Director Edward D. Miller --- For 1.10 Elect Director Vikki L. Pryor --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 2,400 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Pastora San Juan Cafferty --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Marc J. Shapiro, Linda Johnson Rice and Pastora San Juan Cafferty for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. We also recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards and for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Claudio X. Gonzalez --- Withhold 1.3 Elect Director Linda Johnson Rice --- Withhold 1.4 Elect Director Marc J. Shapiro --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 05/11/04 - A Kinder Morgan, Inc. *KMI* 49455P101 03/12/04 800 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles W. Battey --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Charles W. Battey. We recommend that shareholders WITHHOLD votes from Charles W. Battey for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director H. A. True, III --- For 1.3 Elect Director Fayez Sarofim --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Prepare a Sustainability Report Against Against ShrHoldr 5 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/04/04 - A Knight-Ridder, Inc. *KRI* 499040103 03/15/04 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Against For ShrHoldr Options Despite the fact that certain features of the proposal may be more rigorous than others, we support the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/05/04 - A Leggett & Platt, Inc. *LEG* 524660107 03/15/04 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 1,200 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 600 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/17/04 - A Limited Brands *LTD* 532716107 03/31/04 2,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/20/04 - A Liz Claiborne, Inc. *LIZ* 539320101 03/22/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 05/11/04 - A Loews Corp. *LTR* 540424108 03/15/04 116 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Support Legislation and Make Public Against Against ShrHoldr Statements on Environmental Tobacco Smoke 5 Cease Charitable Contributions Against Against ShrHoldr 05/03/04 - A Louisiana-Pacific Corp *LPX* 546347105 03/05/04 600 1 Elect Directors For Split Mgmt 1.1 Elect Director Dustan E. McCoy --- For We recommend a vote FOR the directors with the exception of affiliated outsider Lee C. Simpson. We recommend that shareholders WITHHOLD votes from Lee C. Simpson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Lee C. Simpson --- Withhold 1.3 Elect Director Colin D. Watson --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Amend Executive Incentive Bonus Plan For For Mgmt 6 Ratify Auditors For For Mgmt 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/28/04 - A Lowe *LOW* 548661107 04/01/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 1,900 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For Against Mgmt We generally approve of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. However, in this case the plan also includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants. Because there is no expiration date specified for this plan, we are unable to determine the total number of shares which will become available for future issuance and, as such, we are unable to determine if the number of shares being reserved is reasonable. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 600 1 Elect Directors For Split Mgmt 1.1 Elect Director Virgis W. Colbert --- Withhold We recommend a vote FOR all nominees expect Virgis W. Colbert. We recommend that shareholders WITHHOLD votes from Audit Committee member and independent outsider Virgis W. Colbert for paying excessive non-audit fees. 1.2 Elect Director William H. Longfield --- For 1.3 Elect Director Paul A. Ormond --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Ratify Auditors For Against Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 04/28/04 - A Marathon Oil Corp *MRO* 565849106 03/01/04 1,500 1 Elect Directors For For Mgmt 1.1 Elect Director Charles F. Bolden, Jr. --- For 1.2 Elect Director Charles R. Lee --- For 1.3 Elect Director Dennis H. Reilley --- For 1.4 Elect Director Thomas J. Usher --- For 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote In this case, the ceiling suggested by the proponent is 2.99 times salary plus bonus, including lump sum cash payments and the estimated present value of periodic retirement. While we generally recommend the threshold be applied to salary plus bonus, we believe that this proposal would still be in the best interest of shareholders. Additionally, since the proponent's proposal gives the company the option, in implementing this proposal, of seeking approval after the material terms of the agreement are agreed upon, we do not believe that adoption of this proposal would unduly hinder management's ability to negotiate such agreements with potential executives. 04/30/04 - A Marriott International Inc. 571903202 03/08/04 1,100 (New) *MAR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 2,600 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Marshall & Ilsley Corp. *MI* 571834100 03/01/04 1,300 1 Elect Directors For For Mgmt 05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 2,300 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 2,100 1 Elect Directors For For Mgmt 1.1 Elect Director Eugene P. Beard --- For 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Ronald M. Loeb --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- For 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr While we share the proponent's concern about excessive executive compensation, we believe this proposal is too restrictive and would limit the flexibility of the compensation committee to design appropriate compensation structure for the executives. As such, this item does not warrant shareholder approval. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 500 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 05/06/04 - A MBIA Inc. *MBI* 55262C100 03/18/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 6,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 6,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/27/04 - A MeadWestvaco Corp. *MWV* 583334107 03/01/04 1,091 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 1,325 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A MedImmune, Inc. *MEDI* 584699102 03/31/04 1,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 2,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 10,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 500 *MERQ* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 4,400 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 3,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A MGIC Investment Corp. *MTG* 552848103 03/15/04 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 400 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 5,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 11,600 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 3,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/04 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/04 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Newmont Mining Corp. (Holding 651639106 03/02/04 2,100 Company) *NEM* 1 Elect Directors For For Mgmt 1.1 Elect Director Glen A. Barton --- For 1.2 Elect Director Vincent A. Calarco --- For 1.3 Elect Director Michael S. Hamson --- For 1.4 Elect Director Leo I. Higdon, Jr. --- For 1.5 Elect Director Pierre Lassonde --- For 1.6 Elect Director Robert J. Miller --- For 1.7 Elect Director Wayne W. Murdy --- For 1.8 Elect Director Robin A. Plumbridge --- For 1.9 Elect Director John B. Prescott --- For 1.10 Elect Director Michael K. Reilly --- For 1.11 Elect Director Seymour Schulich --- For 1.12 Elect Director James V. Taranik --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote and any new pill be put to a shareholder vote. 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 5,400 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/11/04 - A NiSource Inc. *NI* 65473P105 03/16/04 1,437 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 2,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 800 Inc. *NFB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 1,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 867 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 1,700 1 Elect Directors For For Mgmt 1.1 Elect Director Albert Aiello --- For 1.2 Elect Director Fred Corrado --- For 1.3 Elect Director Richard L. Crandall --- For 1.4 Elect Director Wayne Mackie --- For 1.5 Elect Director Claudia B. Malone --- For 1.6 Elect Director Jack L. Messman --- For 1.7 Elect Director Richard L. Nolan --- For 1.8 Elect Director Thomas G. Plaskett --- For 1.9 Elect Director John W. Poduska, Sr. --- For 1.10 Elect Director James D. Robinson, III --- For 1.11 Elect Director Kathy Brittain White --- For 2 Expense Stock Options Against For ShrHoldr 3 Performance-Based/Indexed Options Against For ShrHoldr We believe the company would benefit from making greater use of equity awards tied to performance measures. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provision of Non-Audit Services by Against For ShrHoldr Independent Auditors Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 4 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Nucor Corp. *NUE* 670346105 03/15/04 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Occidental Petroleum Corp. 674599105 03/03/04 1,800 *OXY* 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald W. Burkle --- For 1.2 Elect Director John S. Chalsty --- For 1.3 Elect Director Edward P. Djerejian --- For 1.4 Elect Director R. Chad Dreier --- For 1.5 Elect Director John E. Feick --- For 1.6 Elect Director Ray R. Irani --- For 1.7 Elect Director Dale R. Laurance --- For 1.8 Elect Director Irvin W. Maloney --- For 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- For 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 4 Prohibit Awards to Executives Against Against ShrHoldr We agree that setting executive compensation is the responsibility of an independent compensation committee. Furthermore, the company's compensation committee is comprised of independent outsiders, which minimizes any conflicts of interests between the management and shareholders. The prohibition of all future stock option and bonus programs would effect the company's ability to retain a large number of critical employees or attract qualified personnel. Furthermore, we believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and bonuses regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault III --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce Nelson, affiliated outsider David I. Fuente, and independent outsiders Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, Neil R. Austrian, and Lee A. Ault III. We recommend that shareholders WITHHOLD votes from Bruce Nelson, Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, David I. Fuente, Neil R. Austrian, and Lee A. Ault III for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Neil R. Austrian --- Withhold 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- Withhold 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- Withhold 1.9 Elect Director James L. Heskett --- Withhold 1.10 Elect Director Patricia H. McKay --- For 1.11 Elect Director Michael J. Myers --- Withhold 1.12 Elect Director Bruce Nelson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/27/04 - A Paccar Inc. *PCAR* 693718108 03/01/04 150 1 Elect Directors For For Mgmt 1.1 Elect Director David K. Newbigging --- For 1.2 Elect Director Harry C. Stonecipher --- For 1.3 Elect Director Harold A. Wagner --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Deferred Compensation Plan For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan, which was renewed in 1999, was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 5 Limit Awards to Executives Against Against ShrHoldr We believe that there should be a positive linkage between executive pay and the company's shareholder returns. Specifically, if total shareholder returns decrease over the long term, then executive compensation should follow suit and not increase as it has been observed in the case of some companies. In this case, PACCAR has posted one-year, three-year, and five-year total shareholder returns of 89.53 percent, 41.42 percent, and 30.21 percent, respectively, outperforming its peer group (72.09 percent, 3.35 percent, and 6.80 percent) and the S&P 500 index (38.90 percent, -1.51 percent, and -0.34 percent) over the same period. We also agree that setting executive compensation is the responsibility of an independent compensation committee. In this case, the Compensation Committee is comprised of independent outsiders, which minimizes any conflicts of interests between the management and shareholders. The prohibition on all future stock option programs would affect the company's ability to retain a large number of critical employees or attract qualified personnel. We also note that the company maintains a policy of expensing stock options which serves to discipline compensation practices and level the accounting playing field among different forms of pay. We believe this proposal is too restrictive, as it would prohibit executives from receiving stock options, a common form of equity award. As such, this item does not warrant shareholder approval 05/14/04 - A Pactiv Corp. *PTV* 695257105 03/19/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 8,490 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 37,340 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 04/21/04 - A PG&E Corp. *PCG* 69331C108 02/23/04 1,900 1 Elect Directors For For Mgmt 1.1 Elect Director David R. Andrews --- For 1.2 Elect Director Leslie S. Biller --- For 1.3 Elect Director David A. Coulter --- For 1.4 Elect Director C. Lee Cox --- For 1.5 Elect Director Robert D. Glynn, Jr. --- For 1.6 Elect Director David M. Lawrence, MD --- For 1.7 Elect Director Mary S. Metz --- For 1.8 Elect Director Barry Lawson Williams --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 5 Require Directors be a Link-Free Against Against ShrHoldr Directors Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 6 Adopt Radioactive Waste Policy Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Limit Executive Compensation Against Against ShrHoldr Because the company already targets compensation to peer levels and ties compensation to long-term performance objectives, and because the company's compensation committee is composed entirely of independent outsiders, we do not think that the proponent's overly restrictive proposal warrants shareholder support. 05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 400 1 Elect Directors For For Mgmt 1.1 Elect Director Marie L. Knowles --- For 1.2 Elect Director Jon C. Madonna --- For 1.3 Elect Director Gordon R. Parker --- For 1.4 Elect Director Robert D. Johnson --- For 2 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Phelps Dodge's charitable programs support causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 05/19/04 - A Pinnacle West Capital Corp. 723484101 03/19/04 500 *PNW* 1 Elect Directors For For Mgmt 1.1 Elect Director Roy A. Herberger, Jr. --- For 1.2 Elect Director Humberto S. Lopez --- For 1.3 Elect Director Kathryn L. Munro --- For 1.4 Elect Director William L. Stewart --- For 2 Ratify Auditors For For Mgmt 3 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr Based on the tight regulation of the nuclear power industry by the NRC, the detailed compliance reports available on the NRC website, and our concern with the value of the requested report to shareholders, we recommend that shareholders oppose this request. 05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 1,100 Inc. *PCL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rick R. Holley --- For We recommend a vote FOR the directors with the exception of affiliated outsider David D. Leland. We recommend that shareholders WITHHOLD votes from David D. Leland for standing as an affiliated outsider on the Audit & Compliance and Corporate Governance & Nominating committees. 1.2 Elect Director Ian B. Davidson --- For 1.3 Elect Director Robin Josephs --- For 1.4 Elect Director David D. Leland --- Withhold 1.5 Elect Director John G. McDonald --- For 1.6 Elect Director Hamid R. Moghadam --- For 1.7 Elect Director John H. Scully --- For 1.8 Elect Director Stephen C. Tobias --- For 1.9 Elect Director Carl B. Webb --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Endorse CERES Principles Against Against ShrHoldr We will continue to evaluate the company's reporting on these issues to assess whether adoption of the CERES Principles may benefit the company in the future; however, in light of the company's existing environmental principles, its participation in the SFI, and other environmental initiatives and partnerships, we do not believe that endorsement of the CERES Principles is necessary at this time 05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 1,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Bailey --- For We recommend a vote FOR the directors with the exception of affiliated outsider James Diller. We recommend that shareholders WITHHOLD votes from James Diller for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alexandre Balkanski --- For 1.3 Elect Director Richard Belluzzo --- For 1.4 Elect Director James Diller --- Withhold 1.5 Elect Director Jonathan Judge --- For 1.6 Elect Director William Kurtz --- For 1.7 Elect Director Frank Marshall --- For 1.8 Elect Director Lewis Wilks --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A PNC Financial Services Group, 693475105 02/27/04 1,500 Inc. *PNC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul Chellgren --- For We recommend a vote FOR the directors with the exception of Richard B. Kelson. We recommend that shareholders WITHHOLD votes from Richard B. Kelson for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Robert Clay --- For 1.3 Elect Director J. Gary Cooper --- For 1.4 Elect Director George Davidson, Jr. --- For 1.5 Elect Director Richard Kelson --- Withhold 1.6 Elect Director Bruce Lindsay --- For 1.7 Elect Director Anthony Massaro --- For 1.8 Elect Director Thomas O'Brien --- For 1.9 Elect Director Jane Pepper --- For 1.10 Elect Director James Rohr --- For 1.11 Elect Director Lorene Steffes --- For 1.12 Elect Director Dennis Strigl --- For 1.13 Elect Director Stephen Thieke --- For 1.14 Elect Director Thomas Usher --- For 1.15 Elect Director Milton Washington --- For 1.16 Elect Director Helge Wehmeier --- For 04/15/04 - A PPG Industries, Inc. *PPG* 693506107 02/17/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 1,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stockholder Protection For For Mgmt Rights Agreement 05/18/04 - A Principal Financial Group, 74251V102 03/19/04 1,700 Inc. *PFG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 1,227 1 Elect Directors For For Mgmt 2 Prohibit Awards to Executives Against Against ShrHoldr 05/18/04 - A ProLogis *PLD* 743410102 03/17/04 900 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 1,400 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 2,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against Against ShrHoldr 04/20/04 - A Public Service Enterprise 744573106 02/20/04 1,200 Group Inc. *PEG* 1 Elect Directors For For Mgmt 1.1 Elect Director Albert R. Gamper, Jr. --- For 1.2 Elect Director Ernest H. Drew --- For 1.3 Elect Director William V. Hickey --- For 1.4 Elect Director Richard J. Swift --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require Two Candidates for Each Against For ShrHoldr Board Seat Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative 05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 600 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Dugas, Jr. --- For 1.2 Elect Director David N. McCammon --- For 1.3 Elect Director William J. Pulte --- For 1.4 Elect Director Francis J. Sehn --- For 1.5 Elect Director Michael E. Rossi --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditor Against For ShrHoldr Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 500 Incorporated *DGX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Qwest Communications 749121109 03/26/04 8,800 International Inc. *Q* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas J. Donohue --- For 1.2 Elect Director Peter S. Hellman --- For 1.3 Elect Director Vinod Khosla --- For 1.4 Elect Director K. Dane Brooksher --- For 2 Declassify the Board of Directors For Against Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that compensation and benefits of senior executives in a company should align with the long-term interests of shareholders and should be carefully examined by a compensation committee comprised of independent outsiders. In this case, the Compensation and Human Resource Committee includes affiliated directors according to our definition of director independence. Moreover, we believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 5 Require Majority of Independent Against For ShrHoldr Directors on Board Applying our guidelines on independence to Qwest, a majority of the current board members are independent outsiders. The board has agreed that at least two-thirds of its members must be independent under NYSE rule pursuant to a pending settlement agreement. Note, however, that the Audit and Compensation & Human Resources committees include affiliated outsiders according to our definition of independence. Although we do not agree with all of the proponent's stringent classifications of independent directors, we believe this proposal sends an important message to management to increase independence on the board, which is in shareholders' best interests. 05/20/04 - A Radioshack Corp. *RSH* 750438103 03/23/04 800 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Belatti --- For We recommend a vote FOR the directors with the exception of independent outsider Lawrence V. Jackson. We recommend that shareholders WITHHOLD votes from Lawrence V. Jackson for poor attendance. 1.2 Elect Director Ronald E. Elmquist --- For 1.3 Elect Director Robert S. Falcone --- For 1.4 Elect Director Daniel R. Feehan --- For 1.5 Elect Director Richard J. Hernandez --- For 1.6 Elect Director Lawrence V. Jackson --- Withhold 1.7 Elect Director Robert J. Kamerschen --- For 1.8 Elect Director H. Eugene Lockhart --- For 1.9 Elect Director Jack L. Messman --- For 1.10 Elect Director William G. Morton, Jr. --- For 1.11 Elect Director Thomas G. Plaskett --- For 1.12 Elect Director Leonard H. Roberts --- For 1.13 Elect Director Edwina D. Woodbury --- For 2 Approve Deferred Compensation Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 2,000 1 Elect Directors For For Mgmt 1.1 Elect Director John M. Deutch --- For 1.2 Elect Director Michael C. Ruettgers --- For 1.3 Elect Director William R. Spivey --- For 1.4 Elect Director William H. Swanson --- For 1.5 Elect Director Linda G. Stuntz --- For 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposals regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. Further, we apply a one year test where the proposal was approved with a majority of the shares outstanding, as was the case in 2003. With respect to the shareholder proposal regarding poison pills, we do not consider the shareholder approval clocks as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal and, if necessary, will recommend the withholding of votes for nominated directors at next year's meeting. 5 Declassify the Board of Directors Against Against ShrHoldr 6 Implement MacBride Principles Against Against ShrHoldr 7 Expense Stock Options Against For ShrHoldr By not subtracting the cost of options, companies can report artificially high earnings that distort true operating performance and lead to abuses of executive pay. Expensing would discipline compensation practices and level the accounting playing field among different forms of pay, including other types of equity-based awards, such as indexed options and restricted stock, which currently must be charged to earnings. More important, expensing would provide earnings clarity, which would help restore investor confidence. 8 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 9 Limit Executive Compensation Against Against ShrHoldr Although each element of the proposal has aspects that cause us to vote against the proposal, it is important to re-emphasize that had we been in favor of any of the elements, we would nevertheless had to vote against the whole proposal. Therefore, it is important to ensure that proposals are sufficiently focused - as far as possible, proposals should focus on a specific element rather than attempt to cover a general list of points. 06/08/04 - A Regions Financial Corp. *RF* 758940100 04/27/04 1,300 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Margaret H. Greene --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Margaret H. Greene. We recommend that shareholders WITHHOLD votes from Margaret H. Greene for poor attendance. 2.2 Elect Director Carl E. Jones, Jr. --- For 2.3 Elect Director Susan W. Matlock --- For 2.4 Elect Director John H. Watson --- For 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 5 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/04/04 - A Robert Half International Inc. 770323103 03/11/04 200 *RHI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A Rohm and Haas Co. *ROH* 775371107 03/05/04 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director William J. Avery --- For 1.2 Elect Director J. Michael Fitzpatrick --- For 1.3 Elect Director Earl G. Graves, Sr. --- For 1.4 Elect Director Raj L. Gupta --- For 1.5 Elect Director David W. Haas --- For 1.6 Elect Director Thomas W. Haas --- For 1.7 Elect Director James A. Henderson --- For 1.8 Elect Director Richard L. Keyser --- For 1.9 Elect Director Jorge P. Montoya --- For 1.10 Elect Director Sandra O. Moose --- For 1.11 Elect Director Gilbert S. Omenn --- For 1.12 Elect Director Gary L. Rogers --- For 1.13 Elect Director Ronaldo H. Schmitz --- For 1.14 Elect Director Marna C. Whittington --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 700 1 Elect Directors For For Mgmt 05/07/04 - A Ryder System, Inc. *R* 783549108 03/12/04 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Sabre Holdings Corporation 785905100 03/15/04 200 *TSG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/05/04 - A SAFECO Corp. *SAFC* 786429100 03/08/04 700 1 Elect Directors For For Mgmt 1.1 Elect Director Robert S. Cline --- For 1.2 Elect Director G. Thompson Hutton --- For 1.3 Elect Director William W. Krippaehne, Jr. --- For 1.4 Elect Director Michael S. McGavick --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We note that the company has both positive one-year and three-year total shareholder return. We further note that the company has been proactive in its effort to link pay and performance among its top executives and that executive compensation is analyzed by an independent Compensation Committee. We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 2,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven A. Burd --- Withhold A key issue for investors as they sift through questions raised about performance, relationships and related party transactions is whether or not Safeway's board is fulfilling its fiduciary obligation to shareholders by providing effective management oversight. Recent corporate governance reforms are steps in the right direction, but are they a sufficient antidote to a legacy of relationships that extends back almost two decades? Criticisms of Safeway's performance are modestly compelling. Safeway's performance record over the last five years has been less than favorable. Some critics put the blame for this performance problem squarely on the shoulders of Mr. Burd. At the same time, most of Safeway's peer group has struggled. The recent earnings report is a mixed bag and continues to highlight trends that have impacted Safeway and its competitors over the last few years. If this "vote no" campaign were solely a referendum on performance, it would likely not have gained the traction and momentum that we have seen in recent weeks. The related party transactions and disclosure issues that have been highlighted by the dissidents are of concern. Mr. Tauscher's related party transactions are historical and not monetarily significant, and, hence, we do not recommend withholding from Mr. Tauscher on those grounds alone. However, we do point out that this board needs to be more diligent and critical in its views on and disclosures of related party transactions going forward. A more significant concern is the continuing KKR influence on the board. With the company's recent announcement of Mr. Greene and Mr. Roberts stepping down from the board, the "KKR connection criticism is slightly mitigated. The remaining "KKR connection" on the board centers on Mr. MacDonnell and Mr. Hazen. Mr. Hazen is not a current nominee. Mr. MacDonnell is a former KKR partner and currently retired. As such, we do not recommend withholding from Mr. MacDonnell. As we sift through the issues of failed transactions, undisclosed connections, and a board dominated by an outside entity, there is one constant ' Mr. Burd. Our recommendation to withhold from Mr. Burd is not a referendum on Mr. Burd's continuation as CEO, nor should it be. That is for the board to judge. Rather, we focus on the performance of this board and the accountability of its CEO/chairman. In that light, one cannot disregard the ties that bind this board, including Mr. Burd, to KKR. In its most recent governance reform, the company announced the election of Mr. Hazen as lead director. Mr. Hazen's ties to KKR disqualify him as a strong counterbalance to Chairman Burd. We acknowledge that the board has few options for selection of a strong independent chairman from its existing directors, but we must note that the board created this problem by failing to replace the KKR directors in a timely fashion following the liquidation of KKR's equity interest. The board now must find independent candidates to fill the three seats being vacated. We hope that one of these new nominees will emerge as a good choice for chairman. The recently announced reforms are a partial step towards resolving the KKR legacy issues. It demands a complete solution. New names and expertise are needed on this board, including a new independent board chairman. We acknowledge that this board has improved its corporate governance, but we believe they haven't gone far enough. We note that a separate proposal on this ballot provides shareholders a voice on the issue of an independent chairman. Nevertheless, the collective history of relationships between KKR and Safeway cannot be ignored. Naming a strong independent chairman is the one reform that would set the company on the right path. 1.2 Elect Director Robert I. MacDonnell --- For 1.3 Elect Director William Y. Tauscher --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Repricing of Options For For Mgmt 5 Amend Bylaws to Require Independent Against For ShrHoldr Director as Chairman of the Board On May 3, 2004, the company announced the election of Paul Hazen as lead independent director. The company believes that it has met our standards on an independent lead director. However, as discussed more fully in the Elect Directors section, we believe that Mr. Hazen's ties to KKR preclude him from acting as a strong counterbalance to Mr. Burd. We believe that Safeway's board requires a strong independent chairman. Since approval of this proposal will ensure the independence of the chairman of the board, we support this proposal. 6 Provide for Cumulative Voting Against Against ShrHoldr 7 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 8 Prepare Sustainability Report Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Expense Stock Options Against For ShrHoldr We support the expensing of options. We believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Because the company has made a commitment to expense options, we believe that management intends to support this proposal at its upcoming annual meeting. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 16,200 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 04/27/04 - A Schering-Plough Corp. *SGP* 806605101 03/05/04 7,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 2,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 05/05/04 - A Sealed Air Corp. *SEE* 81211K100 03/08/04 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 1,200 1 Elect Directors For For Mgmt 1.1 Elect Director William L. Bax --- For 1.2 Elect Director Donald J. Carty --- For 1.3 Elect Director Alan J. Lacy --- For 1.4 Elect Director Hugh B. Price --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company refuses to put any future pill to a shareholder vote, and because the pill proposal has received shareholder support in each of the past two years, we recommend that shareholders support this proposal. 5 Establish Other Board Committee Against For ShrHoldr Since the underlying purpose of this proposal is to provide an effective communication mechanism between the company's shareholders and its board, we believe it to be in the best interest of the shareholders. As such, this proposal warrants a shareholder approval. 05/04/04 - A Sempra Energy *SRE* 816851109 03/09/04 1,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 6 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In the case of Sempra Energy, the tax and other fees is represents only 17.62 percent of the total fees paid to the auditor for 2003. In view of the reasonable level of non-audit fees for 2003 and the Audit Committee procedures for mitigating potential conflicts of interest, we do not believe support of this proposal is warranted at this time. 7 Separate Chairman and CEO Positions Against Against ShrHoldr 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 2,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/04/04 - A Sigma-Aldrich Corp. *SIAL* 826552101 03/05/04 500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 1,100 *SPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 2,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Snap-on Incorporated *SNA* 833034101 02/23/04 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Southern Company *SO* 842587107 03/29/04 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Outside Director Stock in For For Mgmt Lieu of Cash 04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 05/19/04 - A Southwest Airlines Co. *LUV* 844741108 03/23/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert D. Kelleher --- Withhold We recommend a vote FOR the directors with the exceptions of C. Webb Crockett, June M. Morris and Herbert D. Kelleher. We recommend that shareholders WITHHOLD votes from June M. Morris for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board, C. Webb Crockett for standing as affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board, and Herbert D. Kelleher for failure to establish a majority independent board. 1.2 Elect Director Rollin W. King --- For 1.3 Elect Director June M. Morris --- Withhold 1.4 Elect Director C. Webb Crockett --- Withhold 1.5 Elect Director William P. Hobby --- For 1.6 Elect Director Travis C. Johnson --- For 2 Ratify Auditors For For Mgmt 04/20/04 - A Sprint Corp. *FON* 852061100 02/20/04 4,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Gordon M. Bethune --- For In light of the persistent and questionable judgment displayed by the board, we recommend a WITHHOLD vote from Linda Koch Lorimer as the only continuing director up for re-election. It is our stance that if the remaining continuing directors were up for re-election, we would recommend a withhold vote from those board members as well. 1.2 Elect Director E. Linn Draper, Jr. --- For 1.3 Elect Director Deborah A. Henretta --- For 1.4 Elect Director Linda Koch Lorimer --- Withhold 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr We support the general principal of performance-based compensation, and believes that there should be strong linkage between company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting are directly tied to the attainment of disclosed performance criteria and the associated hurdle rates. Sprint's long-term incentive program utilizes time-based restricted stock grants and stock options in 2003. Only the short-term incentive compensation is tied to a pre-established performance criteria. As for stock options, the nature of the stock price element is the performance feature of the long-term incentive. Therefore, executives will receive a benefit only when the stock price increases. In light of Sprint's non performance-based equity grants and Mr. Forsee's 2003 compensation package, we recommend a vote in favor of this proposal in this case. 4 Limit Executive Compensation Against Against ShrHoldr We agree with the spirit of the proposal and has repeatedly stressed its concern throughout this analysis of the compensation package of chief executive officer Gary Forsee. However, this proposal would arbitrarily set caps on salary, bonus, and equity awards regardless of the company's performance. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Foreign Outsourcing Against Abstain ShrHoldr 04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director Gordon M. Bethune --- For In light of the persistent and questionable judgment displayed by the board, we recommend a WITHHOLD vote from Linda Koch Lorimer as the only continuing director up for re-election. It is our stance that if the remaining continuing directors were up for re-election, we would recommend a withhold vote from those board members as well. 1.2 Elect Director E. Linn Draper, Jr. --- For 1.3 Elect Director Deborah A. Henretta --- For 1.4 Elect Director Linda Koch Lorimer --- Withhold 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr We support the general principal of performance-based compensation, and believes that there should be strong linkage between company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting are directly tied to the attainment of disclosed performance criteria and the associated hurdle rates. Sprint's long-term incentive program utilizes time-based restricted stock grants and stock options in 2003. Only the short-term incentive compensation is tied to a pre-established performance criteria. As for stock options, the nature of the stock price element is the performance feature of the long-term incentive. Therefore, executives will receive a benefit only when the stock price increases. In light of Sprint's non performance-based equity grants and Mr. Forsee's 2003 compensation package, we recommend a vote in favor of this proposal in this case. 4 Limit Executive Compensation Against Against ShrHoldr We agree with the spirit of the proposal and has repeatedly stressed its concern throughout this analysis of the compensation package of chief executive officer Gary Forsee. However, this proposal would arbitrarily set caps on salary, bonus, and equity awards regardless of the company's performance. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Foreign Outsourcing Against Abstain ShrHoldr 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 2,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 1,000 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 1,600 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 900 1 Elect Directors For Split Mgmt 1.1 Elect Director John W. Brown --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Ronda E. Stryker and Donald M. Engelman, Ph.D. We recommend that shareholders WITHHOLD votes from Ronda E. Stryker for standing as an affiliated outsider on the compensation and nominating committees and from Donald M. Engelman, Ph.D. for standing as affiliated outsiders on the nominating committee. 1.2 Elect Director Howard E. Cox, Jr. --- For 1.3 Elect Director Donald M. Engelman, Ph.D. --- Withhold 1.4 Elect Director Jerome H. Grossman, M.D. --- For 1.5 Elect Director John S. Lillard --- For 1.6 Elect Director William U. Parfet --- For 1.7 Elect Director Ronda E. Stryker --- Withhold 2 Increase Authorized Common Stock For For Mgmt 05/14/04 - A SunGard Data Systems Inc. 867363103 03/15/04 1,400 *SDS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory S. Bentley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Gregory S. Bentley. We recommend that shareholders WITHHOLD votes from Gregory S. Bentley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael C. Brooks --- For 1.3 Elect Director Cristobal Conde --- For 1.4 Elect Director Ramon de Oliveira --- For 1.5 Elect Director Henry C. Duques --- For 1.6 Elect Director Albert A. Eisenstat --- For 1.7 Elect Director Bernard Goldstein --- For 1.8 Elect Director Janet Brutschea Haugen --- For 1.9 Elect Director James L. Mann --- For 1.10 Elect Director Malcolm I. Ruddock --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A Sunoco, Inc. *SUN* 86764P109 02/10/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A SunTrust Banks, Inc. *STI* 867914103 02/20/04 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director Jeffrey Noodle --- For 1.3 Elect Director Steven S. Rogers --- For 1.4 Elect Director Ronald E. Daly --- For 1.5 Elect Director Marissa Peterson --- For 2 Ratify Auditors For For Mgmt 3 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 1,150 *SBL* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Synovus Financial Corp. *SNV* 87161C105 02/17/04 1,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/08/04 - A T. Rowe Price Group, Inc. 74144T108 02/06/04 351 *TROW* 1 Elect Directors For For Mgmt 1.1 Elect Director Edward C. Bernard --- For 1.2 Elect Director James T. Brady --- For 1.3 Elect Director D. William J. Garrett --- For 1.4 Elect Director Donald B. Hebb, Jr. --- For 1.5 Elect Director James A.C. Kennedy --- For 1.6 Elect Director James S. Riepe --- For 1.7 Elect Director George A. Roche --- For 1.8 Elect Director Brian C. Rogers --- For 1.9 Elect Director Dr. Alfred Sommer --- For 1.10 Elect Director Dwight S. Taylor --- For 1.11 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt While we recognize T. Rowe Price's compensation methodology for retaining employees, we primarily evaluate stock-based incentive proposals by analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a higher level of equity in its compensation to employees to offset the lower cash compensation and other forms of long-term incentives, there are higher levels of economic costs and dilution associated with it. Therefore, the cost for the 2004 Stock Incentive Plan is 13.30 percent and has exceeded the allowable cap of 6.20 percent. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A TECO Energy, Inc. *TE* 872375100 02/18/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Tom L. Rankin --- For 1.2 Elect Director William D. Rockford --- For 1.3 Elect Director J. Thomas Touchton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 1,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Tenet Healthcare Corp. *THC* 88033G100 03/11/04 2,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 1,000 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 8,200 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Textron Inc. *TXT* 883203101 03/05/04 600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Stock-for-Salary/Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Foreign Weapons Sales Against Against ShrHoldr 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Cease Charitable Contributions Against Against ShrHoldr 04/28/04 - A The AES Corp. *AES* 00130H105 03/03/04 3,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Provide for Cumulative Voting Against Against ShrHoldr 04/13/04 - A The Bank Of New York Co., Inc. 064057102 02/23/04 3,600 *BK* 1 Elect Directors For For Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For 1.2 Elect Director Nicholas M. Donofrio --- For 1.3 Elect Director Alan R. Griffith --- For 1.4 Elect Director Gerald L. Hassell --- For 1.5 Elect Director Richard J. Kogan --- For 1.6 Elect Director Michael J. Kowalski --- For 1.7 Elect Director John A. Luke, Jr. --- For 1.8 Elect Director John C. Malone --- For 1.9 Elect Director Paul Myners, CBE --- For 1.10 Elect Director Robert C. Pozen --- For 1.11 Elect Director Catherine A. Rein --- For 1.12 Elect Director Thomas A. Renyi --- For 1.13 Elect Director William C. Richardson --- For 1.14 Elect Director Brian L. Roberts --- For 1.15 Elect Director Samuel C. Scott III --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Report on Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Limit Executive Compensation Against Against ShrHoldr 6 Limit Composition of Committee to Against Against ShrHoldr Independent Directors 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 04/27/04 - A The Black & Decker Corp. *BDK* 091797100 02/17/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Restricted Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 4,100 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 6,700 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 900 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director David H. Hoag --- For 1.8 Elect Director Klaus J. Mangold --- For 1.9 Elect Director Sir David G. Scholey, CBE --- For 1.10 Elect Director Raymond G. H. Seitz --- For 1.11 Elect Director Lawrence M. Small --- For 1.12 Elect Director Daniel E. Somers --- For 1.13 Elect Director Karen Hastie Williams --- For 1.14 Elect Director James M. Zimmerman --- For 1.15 Elect Director Alfred W. Zollar --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chubb, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Furthermore, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly or difficult to gather and publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 11,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend a vote FOR the directors with the exception of Warren E. Buffett. We recommend that shareholders WITHHOLD votes from Warren E. Buffett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Warren E. Buffett --- Withhold 1.5 Elect Director Douglas N. Daft --- For 1.6 Elect Director Barry Diller --- For 1.7 Elect Director Donald R. Keough --- For 1.8 Elect Director Susan Bennett King --- For 1.9 Elect Director Maria Elena Lagomasino --- For 1.10 Elect Director Donald F. Mchenry --- For 1.11 Elect Director Robert L. Nardelli --- For 1.12 Elect Director Sam Nunn --- For 1.13 Elect Director J. Pedro Reinhard --- For 1.14 Elect Director James D. Robinson III --- For 1.15 Elect Director Peter V. Ueberroth --- For 1.16 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Report on Operational Impact of For For ShrHoldr HIV/AIDS Pandemic 4 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Submit Executive Compensation to Against For ShrHoldr Vote We are concerned with the disparate treatment given to senior executives. Therefore, we recommend voting FOR the proposal. 7 Submit Executive Compensation to Against Against ShrHoldr Vote 8 Implement China Principles Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 05/13/04 - A The Dow Chemical Company *DOW* 260543103 03/15/04 4,583 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Report on Social Initiatives in Against Abstain ShrHoldr Bhopal 05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 4,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr 05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 5,000 1 Elect Directors For For Mgmt 1.1 Elect Director Edward F. DeGraan --- For 1.2 Elect Director Wilbur H. Gantz --- For 1.3 Elect Director James M. Kilts --- For 1.4 Elect Director Jorge Paulo Lemann --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/20/04 - A The Hartford Financial 416515104 03/22/04 1,400 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 1.1 Elect Director Ramani Ayer --- For 1.2 Elect Director Ronald E. Ferguson --- For 1.3 Elect Director Edward J. Kelly, III --- For 1.4 Elect Director Paul G. Kirk, Jr. --- For 1.5 Elect Director Thomas M. Marra --- For 1.6 Elect Director Gail J. McGovern --- For 1.7 Elect Director Robert W. Selander --- For 1.8 Elect Director Charles B. Strauss --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Gordon I. Ulmer --- For 1.11 Elect Director David K. Zwiener --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/18/04 - A The Interpublic Group of 460690100 03/26/04 2,000 Companies, Inc. *IPG* 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Bell --- For We recommend a vote FOR the directors with the exception of independent outsider J. Phillip Samper. We recommend that shareholders WITHHOLD votes from J. Phillip Samper for poor attendance. 1.2 Elect Director Frank J. Borell --- For 1.3 Elect Director Reginald K. Brack --- For 1.4 Elect Director Jill M. Considine --- For 1.5 Elect Director Christopher J. Coughlin --- For 1.6 Elect Director John J. Donner, Jr. --- For 1.7 Elect Director Richard A. Goldstein --- For 1.8 Elect Director H. John Greenlaus --- For 1.9 Elect Director Michael I. Roth --- For 1.10 Elect Director J. Phillip Samper --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 5 MacBride Principles Against Against ShrHoldr 06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 3,800 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Clendenin --- For 1.2 Elect Director David B. Dillon --- For 1.3 Elect Director David B. Lewis --- For 1.4 Elect Director Don W. McGeorge --- For 1.5 Elect Director W. Rodney McMullen --- For 1.6 Elect Director Susan M. Phillips --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Furthermore, we believe that a company's severance provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. However, in this case, the proposal does not call for the option of seeking approval after the material terms of the agreement are agreed upon. Because it is not practical to obtain prior shareholder approval for these agreements, we believe that the proposal as mandated by the proponent is too restrictive. As such, we do not believe this proposal warrants shareholder support at this time. 05/21/04 - A The May Department Stores Co. 577778103 04/02/04 1,400 *MAY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 04/28/04 - A The McGraw-Hill Companies, 580645109 03/09/04 1,000 Inc. *MHP* 1 Elect Directors For For Mgmt 1.1 Elect Director Pedro Aspe --- For 1.2 Elect Director Robert P. McGraw --- For 1.3 Elect Director Hilda Ochoa-Brillembourg --- For 1.4 Elect Director Edward B. Rust, Jr. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 04/13/04 - A The New York Times Co. *NYT* 650111107 02/17/04 900 1 Elect Directors For For Mgmt 2 Approve A Non-Employee Director For Against Mgmt Stock Incentive Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.85 percent is above the allowable cap for this company of 8.16 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A The Pepsi Bottling Group, Inc. 713409100 03/29/04 1,300 *PBG* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.40 percent is above the allowable cap for this company of 9.11 percent. 3 Ratify Auditors For For Mgmt 04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 1,000 1 Elect Directors For For Mgmt 2 Amend Articles to Issue Shares For For Mgmt without Issuing Physical Certificates 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 04/28/04 - A The Sherwin-Williams Co. *SHW* 824348106 02/23/04 800 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Boland --- For We recommend a vote FOR the directors with the exception of independent outsiders Curtis E. Moll and Susan J. Kropf. We recommend that shareholders WITHHOLD votes from Curtis E. Moll and Susan J. Kropf for poor attendance. 1.2 Elect Director John G. Breen --- For 1.3 Elect Director Duane E. Collins --- For 1.4 Elect Director Christopher M. Connor --- For 1.5 Elect Director Daniel E. Evans --- For 1.6 Elect Director Susan J. Kropf --- Withhold 1.7 Elect Director Robert W. Mahoney --- For 1.8 Elect Director Gary E. McCullough --- For 1.9 Elect Director A. Malachi Mixon, III --- For 1.10 Elect Director Curtis E. Moll --- Withhold 1.11 Elect Director Joseph M. Scaminace --- For 1.12 Elect Director Richard K. Smucker --- For 2 Amend Bylaws For Against Mgmt Since the proposed amendment to regulations is a bundled proposal and we oppose the one regarding written consent, we recommend against this item. 3 Amend Bylaws For For Mgmt 4 Amend Nomination Procedures for the For For Mgmt Board 5 Ratify Auditors For For Mgmt 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 2,600 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 4 Report on Vendor Standards Against Abstain ShrHoldr 5 Declassify the Board of Directors Against Against ShrHoldr 05/20/04 - A The Williams Companies, Inc. 969457100 03/26/04 2,500 *WMB* 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director William G. Lowrie --- For 1.3 Elect Director Joseph H. Williams --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/18/04 - A Thermo Electron Corp. *TMO* 883556102 03/26/04 1,000 1 Elect Directors For For Mgmt 1.1 Elect Director Marijn E. Dekkers --- For 1.2 Elect Director Robert A. McCabe --- For 1.3 Elect Director Robert W. O'Leary --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr The company currently uses restricted stock as part of its long-term incentive compensation for executives. However, the company's proxy materials do not specify the performance or vesting requirements of such awards. Although we generally support restricted stock grants as part of overall executive compensation, we do not believe that companies should be limited or constrained in their selection of award types. Although one may argue that the level of equity compensation at the company is not proportional to its performance, we do not believe that this proposal represents the solution to potential or perceived pay-for-performance disconnects. In addition, the proposal is too restrictive as it requires: (1) the absolute substitution of restricted for stock options and (2) a 100 percent retention ratio. 05/05/04 - A Thomas & Betts Corp. *TNB* 884315102 03/15/04 400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 22,450 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 04/29/04 - A Torchmark Corp. *TMK* 891027104 03/05/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 4 Divest Investments in Tobacco Against Against ShrHoldr Companies 06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 1,100 1 Elect Directors For For Mgmt 1.1 Elect Director RoAnn Costin --- For 1.2 Elect Director John H. Eyler, Jr. --- For 1.3 Elect Director Roger N. Farah --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Cinda A. Hallman --- For 1.6 Elect Director Calvin Hill --- For 1.7 Elect Director Nancy Karch --- For 1.8 Elect Director Norman S. Matthews --- For 1.9 Elect Director Arthur B. Newman --- For 1.10 Elect Director Frank R. Noonan --- For 2 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 1,600 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 05/12/04 - A Tupperware Corp. *TUP* 899896104 03/15/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A TXU Corp. *TXU* 873168108 03/22/04 200 1 Elect Directors For For Mgmt 1.1 Elect Director Derek C. Bonham --- For 1.2 Elect Director E. Gail de Planque --- For 1.3 Elect Director William M. Griffin --- For 1.4 Elect Director Kerney Laday --- For 1.5 Elect Director Jack E. Little --- For 1.6 Elect Director Erle Nye --- For 1.7 Elect Director J.E. Oesterreicher --- For 1.8 Elect Director Michael W. Ranger --- For 1.9 Elect Director Herbert H. Richardson --- For 1.10 Elect Director C. John Wilder --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We believe that the company has established a suitable performance-based compensation program which rewards executives on the basis of total shareholder returns relative to a peer group index. We also note that the Organization and Compensation Committee did not pay any annual incentive awards to four of the five top executive officers based on 2003 performance. The amount reported as bonus for Eric H. Peterson, Executive Vice President and General Counsel, represents a special bonus awarded in February 2003 in recognition of his contributions to the company in his area of responsibility. In view of these factors, as well as the proposal's restrictive requirement that all options and restricted shares be held until 90 days after an officers termination, we believe this proposal is unnecessary. 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 9,418 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 1,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 06/08/04 - A Union Planters Corp. 908068109 04/21/04 1,050 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Albert M. Austin --- For 2.2 Elect Director George W. Bryan --- For 2.3 Elect Director Robert R. Waller, M.D. --- For 2.4 Elect Director Spence L. Wilson --- For 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 5 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 04/22/04 - A Unisys Corp. *UIS* 909214108 02/27/04 1,600 1 Elect Directors For For Mgmt 05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 5,600 *UPS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 2,200 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A UnitedHealth Group 91324P102 03/15/04 3,100 Incorporated *UNH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. This proposal is too restrictive, and does not warrant shareholder approval. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 1,600 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/24/04 - A Unocal Corp. *UCL* 915289102 03/25/04 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Limit Awards to Executives Against Against ShrHoldr 7 Establish Other Board Committee Against For ShrHoldr We agree with the proponent on the importance of establishing clear mechanisms for communication between shareholders and independent directors. While the company complies with existing SEC and NYSE rules on this matter, it appears that the general counsel, who is an employee of the company, plays a role in forwarding such communication either internally or to the board. The proposed Office of the Board would ensure a direct communication with the independent directors of the board, without involving the general counsel. We recommend a vote in favor of the proposal. 8 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/13/04 - A UnumProvident Corporation 91529Y106 03/26/04 100 *UNM* 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald E. Goldsberry --- For 1.2 Elect Director Hugh O. Maclellan, Jr. --- For 1.3 Elect Director C. William Pollard --- For 1.4 Elect Director John W. Rowe --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 6 Establish Other Board Committee Against For ShrHoldr We agree with the proponent on the importance of establishing clear mechanisms for communication between shareholders and independent directors. While the company complies with existing SEC and NYSE rules on this matter, it appears that the corporate secretary, who is an employee of the company, plays an important role in conveying such communication either internally or to the board. The proposed Office of the Board would ensure a direct communication with the independent directors of the board, without involving the corporate secretary. Also, the company has a classified board, which insulates directors from shareholder communications because shareholders are not able to register aggregate support or dissatisfaction with all directors on an annual basis. We recommend in favor of the proposal. 05/04/04 - A UST Inc. *UST* 902911106 03/05/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Clancey --- For 1.2 Elect Director Vincent A. Gierer, Jr. --- For 1.3 Elect Director Joseph E. Heid --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan None For ShrHoldr (Poison Pill) to Shareholder Vote Given that the company currently does not maintain a poison pill, approval of this item enhances shareholders' rights by establishing a process to submit poison pills to a shareholder vote. As such we believe this item warrants shareholder support. 4 Reduce Nitrosamines in Oral Snuff Against Against ShrHoldr In light of the company's reductions in TSNA levels to date and programs establish to continue to reduce TSNA levels, we see no reason to support this proposal at this time. 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 13,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 04/27/04 - A VF Corp. *VFC* 918204108 03/09/04 571 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 8,700 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/12/04 - A Visteon Corporation *VC* 92839U107 03/15/04 700 1 Elect Directors For For Mgmt 1.1 Elect Director Steven K. Hamp --- For 1.2 Elect Director Michael F. Johnston --- For 1.3 Elect Director Karl J. Krapek --- For 1.4 Elect Director Robert M. Teeter --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote The company currently does not have a poison pill. In addition, the company has implemented a policy which requires shareholder approval of any future pill. Given that the company maintains a policy requiring shareholder approval of any future pill, we do not believe approval of this item enhances shareholders' rights. 6 Amend and Report on an Against Abstain ShrHoldr International Code of Conduct 7 Permit Voting Leverage for Against Against ShrHoldr Shareowners We concur with management's argument that the resolution could be expensive and bureaucratic to administer. Such additional corporate expenditures would be hard to justify considering that proxy analyses are already available to the public from a variety of vendors and on the web from certain institutional investors. The decision to follow another institutional investor's recommendation is best left with the individual shareholder. 05/14/04 - A Vulcan Materials Co. *VMC* 929160109 03/15/04 600 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 3 Ratify Auditors For For Mgmt 04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 22,600 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 4,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/14/04 - A Waste Management, Inc. *WMI* 94106L109 03/19/04 2,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 700 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua Bekenstein --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas P. Salice and Edward Conard. We recommend that shareholders WITHHOLD votes from Thomas P. Salice for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. We also recommend that shareholders WITHHOLD votes from Edwarrd Conard for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director M.J. Berendt, Ph.D. --- For 1.3 Elect Director Douglas A. Berthiaume --- For 1.4 Elect Director Philip Caldwell --- For 1.5 Elect Director Edward Conard --- Withhold 1.6 Elect Director L.H. Glimcher, M.D. --- For 1.7 Elect Director William J. Miller --- For 1.8 Elect Director Thomas P. Salice --- Withhold 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 600 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 800 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 8,400 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 04/22/04 - A Wendy's International, Inc. 950590109 03/01/04 700 *WEN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors Against Against Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Implement Restricted Share Against For ShrHoldr Executive Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against ShrHoldr 7 Develop Policy Regarding Old Growth Against Against ShrHoldr Forests 8 Ratify Auditors For For Mgmt 04/20/04 - A Whirlpool Corp. *WHR* 963320106 02/27/04 500 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr 05/20/04 - A Xcel Energy Inc. *XEL* 98389B100 03/22/04 100 1 Declassify the Board of Directors For Against Mgmt 2 Elect Directors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/20/04 - A Xerox Corp. *XRX* 984121103 03/23/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Glenn A. Britt --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr.. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Richard J. Harrington --- For 1.3 Elect Director William Curt Hunter --- For 1.4 Elect Director Vernon E. Jordan, Jr. --- Withhold 1.5 Elect Director Hilmar Kopper --- For 1.6 Elect Director Ralph S. Larsen --- For 1.7 Elect Director Anne M. Mulcahy --- For 1.8 Elect Director N.J. Nicholas, Jr. --- For 1.9 Elect Director John E. Pepper --- For 1.10 Elect Director Ann N. Reese --- For 1.11 Elect Director Stephen Robert --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 3,300 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry S. Semel --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Terry S. Semel and Jerry Yang, affiliated outsider Eric Hippeau, and independent outsiders Gary L. Wilson, Edward R. Kozel, Robert A. Kotick, Arthur H. Kern, Ronald W. Burkle and Roy J. Bostock for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Jerry Yang --- Withhold 1.3 Elect Director Roy J. Bostock --- Withhold 1.4 Elect Director Ronald W. Burkle --- Withhold 1.5 Elect Director Eric Hippeau --- Withhold 1.6 Elect Director Arthur H. Kern --- Withhold 1.7 Elect Director Robert A. Kotick --- Withhold 1.8 Elect Director Edward R. Kozel --- Withhold 1.9 Elect Director Gary L. Wilson --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/20/04 - A Yum Brands, Inc. *YUM* 988498101 03/22/04 1,400 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Adopt Smoke-Free Restaurant Policy Against Abstain ShrHoldr 5 Prepare a Sustainability Report Against For ShrHoldr In this case, Yum Brands does not report under the GRI or other established guidelines and while it does touch upon diversity and some environmental initiatives, its website does not contain a formal EHS report or quantifiable data about diversity and other sustainability topics. The company does provide information on employee welfare and insight into the company's community outreach and philanthropic efforts. However, the level of disclosure on sustainability issues does not address many of the issues brought forth by the proponents and issues addressed in the reporting of other large public companies. More comprehensive reporting of the company's performance and approach to sustainability issues will better enable shareholders to assess the company's efforts in these areas and demonstrate that the company is assessing how sustainability issues could impact long-term shareholder value. Therefore, while we note that the company has made an effort to increase its disclosure on some of the issues set forth in this proposal, we believe that a comprehensive report on social, environmental, and economic sustainability could benefit the company in the long term. As such, we recommend that shareholders support this request. 6 Adopt MacBride Principles Against Against ShrHoldr 7 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 8 Report on Animal Welfare Standards Against Against ShrHoldr 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 1,140 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 04/30/04 - A Zions Bancorporation *ZION* 989701107 02/23/04 400 1 Elect Directors For For Mgmt 1.1 Elect Director Roger B. Porter --- For 1.2 Elect Director L. E. Simmons --- For 1.3 Elect Director Steven C. Wheelwright --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LARGE CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- -------------------------------- ----------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 07/15/03 - S Andrew Corp. *ANDW* 034425108 05/27/03 351 1 Issue Shares in Connection with an For For Acquisition 2 Authorize New Class of Preferred For For Stock 3 Approve Increase in Size of Board For For 4 Adjourn Meeting For Against 08/27/03 - A Applied Micro Circuits Corp. 03822W109 07/01/03 658 *AMCC* 1 Elect Directors For Split 1.1 Elect Director David M. Rickey --- For 1.2 Elect Director Roger A. Smullen, Sr. --- For 1.3 Elect Director Cesar Cesaratto --- For 1.4 Elect Director Franklin P. Johnson, Jr. --- For 1.5 Elect Director Kevin N. Kalkhoven --- Withhold WITHHOLD votes from Kevin N. Kalkhoven for poor attendance. 1.6 Elect Director L. Wayne Price --- For 1.7 Elect Director Douglas C. Spreng --- For 1.8 Elect Director Arthur B. Stabenow --- For 1.9 Elect Director Harvey P. White --- For 2 Ratify Auditors For For 09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 644 1 Elect Directors For For 2 Ratify Auditors For For 08/21/03 - A BMC Software, Inc. *BMC* 055921100 07/03/03 507 1 Elect Directors For For 2 Ratify Auditors For For 07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 251 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Approve Omnibus Stock Plan For Against 4 Ratify Auditors For For 08/27/03 - A Computer Associates 204912109 07/02/03 1,265 International, Inc. *CA* 1 Elect Directors For For 2 Approve Non-Employee Director For For Omnibus Stock Plan 3 Ratify Auditors For For 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 704 *CSC* 1 Elect Directors For For 08/26/03 - A Compuware Corp. *CPWR* 205638109 07/01/03 859 1 Elect Directors For Split 1.1 Elect Director Dennis W. Archer --- For 1.2 Elect Director Gurminder S. Bedi --- For 1.3 Elect Director Elizabeth A. Chappell --- For 1.4 Elect Director Elaine K. Didier --- For 1.5 Elect Director William O. Grabe --- For 1.6 Elect Director William R. Halling --- For 1.7 Elect Director Peter Karmanos, Jr. --- For 1.8 Elect Director Faye Alexander Nelson --- For 1.9 Elect Director Glenda D. Price --- For 1.10 Elect Director W. James Prowse --- Withhold WITHHOLD votes for standing as an affiliated outisider on the Audit and Nominating/Governance committees. 1.11 Elect Director G. Scott Romney --- For 1.12 Elect Director Lowell P. Weicker, Jr. --- For 09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 1,212 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposals 4 Genetically Modified Organisms (GMO) Against Against 5 Modify Current and Future Stock Against Against Option Plans 6 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 09/16/03 - A Cummins , Inc. *CUM* 231021106 08/06/03 150 1 Elect Directors For For 1.1 Elect Director Robert J. Darnall --- For 1.2 Elect Director John M. Deutch --- For 1.3 Elect Director Walter Y. Elisha --- For 1.4 Elect Director Alexis M. Herman --- For 1.5 Elect Director William I. Miller --- For 1.6 Elect Director William D. Ruckelshaus --- For 1.7 Elect Director Theodore M. Solso --- For 1.8 Elect Director Franklin A. Thomas --- For 1.9 Elect Director J. Lawrence Wilson --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/25/03 - A Darden Restaurants, Inc. *DRI* 237194105 07/28/03 380 1 Elect Directors For For 2 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 9,376 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 07/31/03 - A Electronic Arts, Inc. *ERTS* 285512109 06/04/03 554 1 Elect Directors For For 1.1 Elect Director M. Richard Asher --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Byron --- For 1.3 Elect Director Leonard S. Coleman --- For 1.4 Elect Director Gary M. Kusin --- For 1.5 Elect Director Gregory B. Maffei --- For 1.6 Elect Director Timothy Mott --- For 1.7 Elect Director Lawrence F. Probst III --- For 1.8 Elect Director Linda J. Srere --- For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 09/29/03 - A FedEx Corporation *FDX* 31428X106 08/04/03 707 1 Elect Directors For Split 1.1 Elect Director August A. Busch IV --- For We recommend a vote FOR the directors with the exception of George J. Mitchell. We recommend that shareholders WITHHOLD votes from George J. Mitchell for standing as an affiliated outsider on the Compensation and Nominating Committees. 1.2 Elect Director John A. Edwardson --- For 1.3 Elect Director George J. Mitchell --- Withhold 1.4 Elect Director Joshua I. Smith --- For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Declassify the Board of Directors Against Against 08/11/03 - A Forest Laboratories, Inc. 345838106 06/20/03 1,312 *FRX* 1 Elect Directors For Split 1.1 Elect Director Howard Solomon --- Withhold We recommend a vote FOR the directors with the exceptions of Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon. We recommend that shareholders WITHHOLD votes from Phillip M. Satow for standing as an affiliated outsider on the Audit Committee and Phillip M. Satow, Kenneth E. Goodman, and Howard Solomon for failure to establish an independent nominating committee. 1.2 Elect Director William J. Candee, III --- For 1.3 Elect Director George S. Cohan --- For 1.4 Elect Director Dan L. Goldwasser --- For 1.5 Elect Director Lester B. Salans, M.D. --- For 1.6 Elect Director Kenneth E. Goodman --- Withhold 1.7 Elect Director Phillip M. Satow --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For For 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 860 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/10/03 - A H&R Block, Inc. *HRB* 093671105 07/08/03 455 1 Elect Directors For For 1.1 Elect Director G. Kenneth Baum --- For 1.2 Elect Director Henry F. Frigon --- For 1.3 Elect Director Roger W. Hale --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 859 1 Elect Directors For For 2 Ratify Auditors For For 07/25/03 - PC Hercules Inc. *HPC* 427056106 06/06/03 352 Dissident Proxy (WHITE CARD) 1 Elect Directors (Opposition Slate) For DoNotVote 2 Ratify Auditors None DoNotVote 3 Approve Non-Employee Director Against DoNotVote Omnibus Stock Plan Shareholder Proposals 4 Redemption of the company's Rights For DoNotVote Agreement 5 Amend Articles to reinstate the For DoNotVote rights of the shareholders -- Call Special Meetings and Act by Written Consent Management Proxy (GOLD CARD) 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For For Omnibus Stock Plan Shareholder Proposals 4 Redemption of the company's Rights Against For Agreement 5 Amend Articles to reinstate the Against For rights of the shareholders -- Call Special Meetings and Act by Written Consent 07/30/03 - A McKesson Corp. *MCK* 58155Q103 06/03/03 1,056 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 2,834 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 09/26/03 - A National Semiconductor Corp. 637640103 08/14/03 354 *NSM* 1 Elect Directors For Split 1.1 Elect Director Brian L. Halla --- For We recommend a vote FOR the directors with the exception of Gary P. Arnold. We recommend that shareholders WITHHOLD votes from Gary P. Arnold for standing as an affiliated outsider on the Audit and Nominating Committees. 1.2 Elect Director Steven R. Appleton --- For 1.3 Elect Director Gary P. Arnold --- Withhold 1.4 Elect Director Richard J. Danzig --- For 1.5 Elect Director Robert J. Frankenberg --- For 1.6 Elect Director E. Floyd Kvamme --- For 1.7 Elect Director Modesto A. Maidique --- For 1.8 Elect Director Edward R. Mccracken --- For 2 Ratify Auditors For For 3 Approve Employee Stock Purchase Plan For For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 708 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 5 Other Business For Against 09/22/03 - A Nike, Inc. *NKE* 654106103 07/25/03 657 1 Elect Directors For Split 1.1 Elect Director Thomas E. Clarke as Class A Director --- For We recommend a vote FOR the directors with the exceptions of John R. Thompson, Jr. and Richard K. Donahue. We recommend that shareholders WITHHOLD votes from John R. Thompson, Jr. for poor attendance and Richard K. Donahue for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Ralph D. DeNunzio as Class A Director --- For 1.3 Elect Director Richard K. Donahue as Class A Director --- Withhold 1.4 Elect Director Delbert J. Hayes as Class A Director --- For 1.5 Elect Director Douglas G. Houser as Class A Director --- For 1.6 Elect Director Jeanne P. Jackson as Class A Director --- For 1.7 Elect Director Philip H. Knight as Class A Director --- For 1.8 Elect Director Charles W. Robinson as Class A Director --- For 1.9 Elect Director John R. Thompson, Jr. as Class A Director --- Withhold 1.10 Elect Director Jill K. Conway as Class B Director --- For 1.11 Elect Director Alan B. Graf, Jr. as Class B Director --- For 1.12 Elect Director John E. Jaqua as Class B Director --- For 1.13 Elect Director A. Michael Spence as Class B Director --- For 2 Amend Omnibus Stock Plan For Against 3 Ratify Auditors For For 07/10/03 - A Nvidia Corporation *NVDA* 67066G104 05/15/03 1,100 1 Elect Directors For For 1.1 Elect Director Tench Coxe --- For We recommend a vote FOR the directors. 1.2 Elect Director Mark A. Stevens --- For 2 Ratify Auditors For For 08/26/03 - A QLogic Corp. *QLGC* 747277101 07/01/03 251 1 Elect Directors For For 1.1 Elect Director H.K. Desai --- For 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director James R. Fiebiger --- For 1.4 Elect Director Balakrishnan S. Iyer --- For 1.5 Elect Director Carol L. Miltner --- For 1.6 Elect Director George D. Wells --- For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 09/25/03 - S Quintiles Transnational Corp. 748767100 08/19/03 201 *QTRN* 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 08/21/03 - A Symantec Corp. *SYMC* 871503108 07/08/03 355 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Amend Stock Option Plan For Against 4 Approve Executive Incentive Bonus For For Plan 5 Ratify Auditors For For 09/25/03 - A Tektronix, Inc. *TEK* 879131100 07/21/03 201 1 Elect Directors For For Shareholder Proposal 2 Refrain from Doing Business in China Against Against 07/23/03 - A Tenet Healthcare Corp. *THC* 88033G100 06/02/03 1,690 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Ratify Auditors For For Shareholder Proposal 4 Require Majority of Independent Against Against Directors on Board 09/25/03 - A Worthington Industries Inc. 981811102 08/01/03 201 *WOR* 1 Elect Directors For For 1.1 Elect Director John B. Blystone --- For 1.2 Elect Director James G. Brocksmith, Jr. --- For 1.3 Elect Director William S. Dietrich, II --- For 1.4 Elect Director Sidney A. Ribeau --- For 2 Amend Non-Employee Director Stock For For Option Plan 3 Approve Stock Option Plan For For 4 Amend Omnibus Stock Plan For For 5 Ratify Auditors For For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 1,206 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 739 1 Issue Shares in Connection with an For For Acquisition Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LARGE CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 11/14/03 - A Allegheny Energy, Inc. *AYE* 017361106 09/29/03 252 1 Elect Directors For Split 1.1 Elect Director H. Furlong Baldwin --- For We recommend a vote FOR the directors with the exception of Gunnar E. Sarsten. We recommend that shareholders WITHHOLD votes from Mr. Sarsten for failure to implement the shareholder proposals to declassify the board. 1.2 Elect Director Julia L. Johnson --- For 1.3 Elect Director Gunnar E. Sarsten --- Withhold 2 Ratify Auditors For For Shareholder Proposals 3 Submit Shareholder Rights Plan Against Against (Poison Pill) to Shareholder Vote 4 Performance- Based/Indexed Options Against Against 5 Performance- Based/Indexed Options Against Against 6 Expense Stock Options Against For 7 Separate Chairman and CEO Positions Against Against 8 Adopt Simple Majority Vote Against For Requirement 9 Declassify the Board of Directors Against Against 10 Prohibit Auditor from Providing Against Against Non-Audit Services 11 Reincorporate in Another State from Against For Maryland to Delaware 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 454 *AW* 1 Approve Conversion of Securities For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 373 1 Increase Authorized Common Stock For For 10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 454 1 Elect Directors For Split 1.1 Elect Director Richard H. Ayers --- For 1.2 Elect Director Jean-Luc Belingard --- For 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Arnold J. Levine --- Withhold Vote FOR the directors with the exception of Arnold J. Levine from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation and Nominating committees. 1.5 Elect Director William H. Longfield --- For 1.6 Elect Director Theodore E. Martin --- For 1.7 Elect Director Carolyn W. Slayman --- For 1.8 Elect Director Orin R. Smith --- For 1.9 Elect Director James R. Tobin --- For 1.10 Elect Director Tony L. White --- For 2 Ratify Auditors For For 11/06/03 - A Archer-Daniels-Midland Company 039483102 09/12/03 1,538 *ADM* 1 Elect Directors For For 11/11/03 - A Automatic Data Processing, Inc. 053015103 09/12/03 1,465 *ADP* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Approve Outside Director Stock For For Awards in Lieu of Cash 5 Ratify Auditors For For 12/11/03 - A AutoZone, Inc. *AZO* 053332102 10/14/03 252 1 Elect Directors For For 2 Ratify Auditors For For 11/12/03 - S Biogen, Inc. 090597105 09/25/03 353 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 12/09/03 - S Boise Cascade Corp. *BCC* 097383103 11/03/03 201 1 Approve Merger Agreement For Against 2 Approve Omnibus Stock Plan For Against 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 1,011 1 Increase Authorized Common Stock For For 11/21/03 - A Campbell Soup Co. *CPB* 134429109 09/23/03 960 1 Elect Directors For For 1.1 Elect Director Edmund M. Carpenter --- For 1.2 Elect Director Douglas R. Conant --- For 1.3 Elect Director Paul R. Charron --- For 1.4 Elect Director Bennett Dorrance --- For 1.5 Elect Director Kent B. Foster --- For 1.6 Elect Director Harvey Golub --- For 1.7 Elect Director Randall W. Larrimore --- For 1.8 Elect Director Philip E. Lippincott --- For 1.9 Elect Director Mary Alice D. Malone --- For 1.10 Elect Director David C. Patterson --- For 1.11 Elect Director Charles R. Perrin --- For 1.12 Elect Director George M. Sherman --- For 1.13 Elect Director Donald M. Stewart --- For 1.14 Elect Director George Strawbridge, Jr. --- For 1.15 Elect Director Les C. Vinney --- For 1.16 Elect Director Charlotte C. Weber --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 1,137 1 Elect Directors For For 10/14/03 - A Cintas Corp. *CTAS* 172908105 08/18/03 405 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Richard T. Farmer --- Withhold WITHHOLD votes from Richard T. Farmer for standing as an insider on the Nominating Committee, Roger L. Howe for standing as an affiliated outsider on the Audit Committee, Compensation, and Nominating Committees, David C. Phillips for standing as an affiliated outsider on the Nominating Committee, and Audit Committee members Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, and Paul R. Carter for paying excessive non-audit fees. 2.2 Elect Director Robert J. Kohlhepp --- For 2.3 Elect Director Scott D. Farmer --- For 2.4 Elect Director Paul R. Carter --- Withhold 2.5 Elect Director Gerald V. Dirvin --- Withhold 2.6 Elect Director Robert J. Herbold --- Withhold 2.7 Elect Director Roger L. Howe --- Withhold 2.8 Elect Director David C. Phillips --- Withhold 3 Approve Non-Employee Director Stock For For Option Plan Shareholder Proposals 4 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Establish a Nominating Committee of Against For Independent Directors An independent nominating committee is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. 7 Report on Code of Conduct Against Against 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 17,014 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 12/16/03 - A Comverse Technology, Inc. 205862402 10/28/03 454 *CMVT* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Approve Executive Incentive Bonus For For Plan 4 Ratify Auditors For For 10/28/03 - S Concord EFS, Inc. *CE* 206197105 09/08/03 1,113 1 Approve Merger Agreement For For 10/03/03 - S Coors (Adolph) Company *RKY* 217016104 08/25/03 150 1 Change State of Incorporation from For For Colorado to Delaware 2 Adjourn Meeting For Against 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 1,823 1 Approve Merger Agreement For For 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 1,365 1 Amend Articles For For 2 Amend Articles For For 3 Approve Hughes Split-Off For For 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 555 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/06/03 - A JDS Uniphase Corp. *JDSU* 46612J101 09/15/03 3,441 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 573 1 Elect Directors For For 2 Ratify Auditors For For 11/05/03 - A KLA-Tencor Corp. *KLAC* 482480100 09/15/03 504 1.a Elect Director H. Raymond Bingham For For 1.b Elect Director Robert T. Bond For For 1.c Elect Director Richard J. Elkus, Jr. For For 1.d Elect Director Michael E. Marks For For 2 Ratify Auditors For For 11/05/03 - A Linear Technology Corp. *LLTC* 535678106 09/08/03 757 1 Elect Directors For Split 1.1 Elect Director Robert H. Swanson, Jr. --- Withhold We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee. 1.2 Elect Director David S. Lee --- For 1.3 Elect Director Leo T. McCarthy --- For 1.4 Elect Director Richard M. Moley --- For 1.5 Elect Director Thomas S. Volpe --- For 2 Ratify Auditors For For 11/13/03 - A Maxim Integrated Products, Inc. 57772K101 09/15/03 759 *MXIM* 1 Elect Directors For Split 1.1 Elect Director James R. Bergman --- For We recommend a vote FOR the directors with the exception of John F. Gifford, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director John F. Gifford --- Withhold 1.3 Elect Director B. Kipling Hagopian --- For 1.4 Elect Director M. D. Sampels --- For 1.5 Elect Director A. R. Frank Wazzan --- For 2 Amend Stock Option Plan For Against 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 12/10/03 - S Mercury Interactive Corp. 589405109 10/31/03 201 *MERQ* 1 Amend Stock Option Plan For Against 2 Amend Employee Stock Purchase Plan For For 11/10/03 - A Meredith Corp. *MDP* 589433101 09/11/03 100 1 Elect Directors For Split 1.1 Elect Director Herbert M. Baum --- For We recommend a vote FOR the directors with the exception of Frederick B. Henry. We recommend that shareholders WITHHOLD votes from Frederick B. Henry for poor attendance. 1.2 Elect Director Frederick B. Henry --- Withhold 1.3 Elect Director William T. Kerr --- For 1.4 Elect Director Nicholas L. Reding --- For 2 Amend Director & Officer For For Indemnification/Liability Provisions 11/21/03 - A Micron Technology, Inc. *MU* 595112103 09/22/03 1,466 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Stock Option Plan For For 4 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 26,025 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/24/03 - A Molex Incorporated *MOLX* 608554101 08/29/03 467 1 Elect Directors For For 1.1 Elect Director Fred L. Krehbiel --- For 1.2 Elect Director Douglas K. Carnahan --- For 1.3 Elect Director J. Joseph King --- For 1.4 Elect Director Joe W. Laymon --- For 1.5 Elect Director Michelle L. Collins --- For 2 Amend Stock Option Plan For For 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 12,257 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 11/19/03 - A Pall Corp. *PLL* 696429307 10/01/03 251 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Restricted Stock Plan For For 4 Amend Employee Stock Purchase Plan For For 10/22/03 - A Parker-Hannifin Corp. *PH* 701094104 08/29/03 252 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 10/02/03 - A Paychex, Inc. *PAYX* 704326107 08/04/03 885 1 Elect Directors For Split 1.1 Elect Director B. Thomas Golisano --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Joseph M. Tucci, J. Robert Sebo, G. Thomas Clark and insider B. Thomas Golisano. We recommend that shareholders WITHHOLD votes from G. Thomas Clark, Joseph M. Tucci, B. Thomas Golisano and J. Robert Sebo for failure to establish an independent nominating committee and from G.Thomas Clark for standing as an affiliated outsider on the Audit Committee and Joseph M. Tucci for standing as an affiliated outsider on the Compensation committee. 1.2 Elect Director Betsy S. Atkins --- For 1.3 Elect Director G. Thomas Clark --- Withhold 1.4 Elect Director David J. S. Flaschen --- For 1.5 Elect Director Phillip Horsley --- For 1.6 Elect Director Grant M. Inman --- For 1.7 Elect Director J. Robert Sebo --- Withhold 1.8 Elect Director Joseph M. Tucci --- Withhold 12/16/03 - A Qwest Communications 749121109 10/27/03 4,136 International Inc. *Q* 1 Elect Directors For Split 1.1 Elect Director Philip F. Anschutz --- Withhold WITHHOLD votes from Philip F. Anschutz for standing as an affiliated outsider on the Compensation & Human Resources and Nominating & Governance committees. 1.2 Elect Director Richard C. Notebaert --- For 1.3 Elect Director Frank F. Popoff --- For 2 Amend Employee Stock Purchase Plan For For Shareholder Proposals 3 Exclude Pension Credits from Net For For Income When Determining Executive Compensation 4 Declassify the Board of Directors For Against 5 Submit Severance Agreement For For (Change-in-Control) to Shareholder Vote 6 Require Majority of Independent Against For Directors on Board An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. Moreover, this company has affiliated outsiders on its compensation and nominating committees. As such, we recommend that shareholders support this item. 7 Performance- Based/Indexed Options Against Against 8 Performance- Based/Indexed Options Against For We support performance-based compensation as a necessary component of balanced compensation plans for senior executives. We also believe that a compensation committee composed entirely of independent directors should have the flexibility to structure the company's executive compensation plans. Given that this proposal does not specify a fixed percentage of options to be awarded as performance-based compensation, we believe that it does not place undue restrictions on the company's compensation committee. 9 Expense Stock Options Against For Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 10/30/03 - A Sara Lee Corp. *SLE* 803111103 09/02/03 1,822 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposals 3 Report on Charitable Contributions Against Against 4 Implement and Monitor Code of Against Abstain Corporate Conduct - ILO Standards 11/07/03 - A Scientific-Atlanta, Inc. *SFA* 808655104 09/15/03 353 1 Elect Directors For Split 1.1 Elect Director Marion H. Antonini --- For We recommend a vote FOR the directors with the exception of James V. Napier. We recommend that shareholders WITHHOLD votes from James V. Napier for standing as an affiliated outsider on the Audit and Governance & Nominations Committee. 1.2 Elect Director David J. McLaughlin --- For 1.3 Elect Director James V. Napier --- Withhold 1.4 Elect Director Sam Nunn --- For 2 Approve Omnibus Stock Plan For For 11/13/03 - A Sun Microsystems, Inc. *SUNW* 866810104 09/15/03 7,796 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposal 4 Implement China Principles Against Against 11/07/03 - A SYSCO Corporation *SYY* 871829107 09/09/03 1,568 1 Elect Directors For Split 1.1 Elect Director Jonathan Golden as Class II Director --- Withhold We recommend a vote FOR the directors with the exceptions of Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden. We recommend that shareholders WITHHOLD votes from Richard J. Schnieders, Thomas E. Lankford, and Jonathan Golden for failure to implement proposal to declassify the company's board. 1.2 Elect Director Joseph A. Hafner, Jr. as Class II Director --- For 1.3 Elect Director Thomas E. Lankford as Class II Director --- Withhold 1.4 Elect Director Richard J. Schnieders as Class II Director --- Withhold 1.5 Elect Director John K. Stubblefield, Jr. as Class III Director --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For Against Shareholder Proposal 4 Report on the Impact of Genetically Against Abstain Engineered Products 11/19/03 - A The Clorox Company *CLX* 189054109 09/22/03 505 1 Elect Directors For For 2 Approve Deferred Compensation Plan For For 3 Ratify Auditors For For 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 3,037 *PG* 1 Elect Directors For For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Shareholder Proposals 4 Declassify the Board of Directors Against Against 5 Label Genetically Engineered Foods Against Against 10/08/03 - A Winn-Dixie Stores, Inc. *WIN* 974280109 08/01/03 303 1 Elect Directors For For 1.1 Elect Director Tillie K. Fowler as Class II Director --- For 1.2 Elect Director Frank Lazaran as Class II Director --- For 1.3 Elect Director Edward W. Mehrer, Jr. as Class II Director --- For 1.4 Elect Director Ronald Townsend as Class II Director --- For 1.5 Elect Director John E. Anderson as Class III Director --- For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Stock Option Plan For For 4 Ratify Auditors For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT LARGE CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/02/04 - A ADC Telecommunications, Inc. 000886101 01/07/04 2,172 *ADCT* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Ratify Auditors For For 03/02/04 - A Agilent Technologies Inc. *A* 00846U101 01/05/04 1,151 1 Elect Directors For For 2 Ratify Auditors For For 01/22/04 - A Air Products & Chemicals, Inc. 009158106 11/28/03 556 *APD* 1 Elect Directors For For 2 Ratify Auditors For For 01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 301 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Articles For For 4 Increase Authorized Common Stock For For 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 910 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 02/10/04 - A Andrew Corp. *ANDW* 034425108 12/12/03 451 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 4,202 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 3,794 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 02/11/04 - A Becton, Dickinson and Company 075887109 12/15/03 606 *BDX* 1 Elect Directors For For 1.1 Elect Director Henry P. Becton, Jr. --- For We recommend a vote FOR the directors. 1.2 Elect Director Edward F. DeGraan --- For 1.3 Elect Director James F. Orr --- For 1.4 Elect Director Margaretha af Ugglas --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For The total cost of the company's plans of 7.57 percent is within the allowable cap for this company of 12.31 percent. Additionally, this plan expressly forbids repricing. Shareholder Proposal 4 Provide for Cumulative Voting Against Against 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 455 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/08/04 - WC Brown-Forman Corp. *BF.B* 115637209 11/28/03 100 1 Increase Authorized Common Stock For For 02/26/04 - S Concord EFS, Inc. 206197105 01/16/04 1,213 1 Approve Merger Agreement For For 01/29/04 - A Costco Wholesale Corporation 22160K105 12/05/03 1,061 *COST* 1 Elect Directors For For Shareholder Proposals 2 Declassify the Board of Directors Against Against 3 Develop Land Procurement Policy Against Against Management Proposal 4 Ratify Auditors For For 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 352 *CFC* 1 Increase Authorized Common Stock For For 02/03/04 - A Emerson Electric Co. *EMR* 291011104 11/24/03 1,061 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 405 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 01/29/04 - A Franklin Resources, Inc. *BEN* 354613101 12/01/03 655 1 Elect Directors For For 1.1 Elect Director Harmon E. Burns --- For 1.2 Elect Director Charles Crocker --- For 1.3 Elect Director Robert D. Joffe --- For 1.4 Elect Director Charles B. Johnson --- For 1.5 Elect Director Rupert H. Johnson, Jr. --- For 1.6 Elect Director Thomas H. Kean --- For 1.7 Elect Director James A. McCarthy --- For 1.8 Elect Director Chutta Ratnathicam --- For 1.9 Elect Director Peter M. Sacerdote --- For 1.10 Elect Director Anne M. Tatlock --- For 1.11 Elect Director Louis E. Woodworth --- For 2 Ratify Auditors For For 3 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For We believe that this item warrants shareholder approval. 03/31/04 - A Freddie Mac *FRE* 313400301 02/20/04 1,719 1 Elect Directors For For 2 Ratify Auditors For For 02/17/04 - A Health Management Associates, 421933102 12/19/03 557 Inc. *HMA* 1 Elect Directors For For 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 7,807 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 03/02/04 - A International Game Technology 459902102 01/02/04 908 *IGT* 1 Elect Directors For Split 1.1 Elect Director G. Thomas Baker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert Miller. We recommend that shareholders WITHHOLD votes from Robert Miller for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Neil Barsky --- For 1.3 Elect Director Robert A. Bittman --- For 1.4 Elect Director Richard R. Burt --- For 1.5 Elect Director Leslie S. Heisz --- For 1.6 Elect Director Robert A. Mathewson --- For 1.7 Elect Director Thomas J. Matthews --- For 1.8 Elect Director Robert Miller --- Withhold 1.9 Elect Director Frederick B. Rentschler --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 01/13/04 - A Jabil Circuit, Inc. *JBL* 466313103 11/14/03 505 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Ratify Auditors For For 02/24/04 - S John Hancock Financial 41014S106 01/02/04 658 Services, Inc. *JHF* 1 Approve Merger Agreement For For 01/28/04 - A Johnson Controls, Inc. *JCI* 478366107 11/20/03 252 1 Elect Directors For For 1.1 Elect Director Robert L. Barnett --- For 1.2 Elect Director Willie D. Davis --- For 1.3 Elect Director Jeffrey A. Joerres --- For 1.4 Elect Director Richard F. Teerlink --- For 2 Ratify Auditors For For 3 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Approve Non-Employee Director Stock For For Option Plan The total cost of the company's plans of 3.20 percent is within the allowable cap for this company of 12.31 percent. 6 Amend Restricted Stock Plan For For The total cost of the company's plans of 3.58 percent is within the allowable cap for this company of 12.31 percent. 02/18/04 - A Lucent Technologies Inc. *LU* 549463107 12/22/03 10,316 1 Elect Directors For For 1.1 Elect Director Karl J. Krapek --- For 1.2 Elect Director Patricia F. Russo --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Declassify the Board of Directors For Against and Amend Director Removal Provision 3 Approve Non-Employee Director For For Omnibus Stock Plan The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 10.90 percent. Additionally, this plan expressly forbids repricing. 4 Approve Reverse Stock Split For For Since there will not be an effective increase in the common stock authorized due to the proportionate reduction, we recommend that shareholders consent to this item. Shareholder Proposals 5 Submit Severance Agreement Against For (Change-in-Control) to Shareholder Vote We generally support the submission of golden parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. We believe that a company's parachute provisions should be reasonable and not excessive. The ceiling set by the proponent at 2.99 times the sum of an executive's base salary and bonus is widely considered as the standard threshold level of severance remuneration for corporate executives. Moreover, as stated by the company, its current severance agreements are below the standard threshold level. As such, the adoption of the proposed policy would have minimum impact on the company currently but ensures good corporate governance for future employment contracts. Therefore, we support this proposal. 6 Prohibit Awards to Executives Against Against We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Discontinuing all rights, options or SARs under an expired stock plan does not resolve the disconnect between pay and performance. In fact, companies can continue to grant rights, options or SARs under an existing plan. Therefore, we do not support this proposal. 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 706 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/25/04 - A PeopleSoft, Inc. *PSFT* 712713106 02/10/04 907 1 Elect Directors For For 2 Ratify Auditors For For 3 Expense Stock Options Against For 02/23/04 - S R. R. Donnelley & Sons Co. 257867101 01/15/04 100 *RRD* 1 Issue Shares in Connection with an For For Acquisition 2 Approve Omnibus Stock Plan For For 02/04/04 - A Rockwell Automation Inc *ROK* 773903109 12/08/03 454 A.1 Elect Director Don H. Davis, Jr. For For We recommend a vote FOR the directors with the exception of William H. Gray, III. We recommend that shareholders WITHHOLD votes from William H. Gray, III for sitting on more than six boards. A.2 Elect Director William H. Gray, III For For A.3 Elect Director William T. For For McCormick, Jr. A.4 Elect Director Keith D. Nosbusch For For B Ratify Auditors For For C Amend Omnibus Stock Plan For For 02/10/04 - A Rockwell Collins, Inc. *COL* 774341101 12/15/03 454 1 Elect Directors For For 1.1 Elect Director Donald R. Beall --- For We recommend that shareholders vote FOR Donald R. Beall, but WITHHOLD votes from Audit Committee member Richard J. Ferris for paying excessive non-audit fees. 1.2 Elect Director Richard J. Ferris --- For 2 Ratify Auditors For For In this case, 54.86 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 01/26/04 - A Sanmina-SCI Corp. *SANM* 800907107 12/01/03 1,213 1 Elect Directors For For 2 Ratify Auditors For For 01/07/04 - A Solectron Corp. *SLR* 834182107 11/18/03 2,072 1 Elect Directors For For 2 Approve Option Exchange Program For Against 3 Ratify Auditors For For 03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 352 *BSC* 1 Elect Directors For For 2 Amend the Capital Accumulation Plan For Against for Senior Managing Directors We evaluate proposed amendments that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of this plan was established by valuing the company's options and awards under all existing plans that are available for future issuance (B shares), and granted but unexercised (C shares). Moreover, the CAP plan provides preferential dividends in the form of CAP units, which are much more costly than regular dividends. The value of the company's B and C shares is 30.55 percent, which is above the allowable cap for this company of 12.66 percent. 3 Amend Stock Option Plan For Against We focus on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, we recommend voting AGAINST the plans due to the excessive costs. 4 Approve Restricted Stock Plan For Against We focus on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, we recommend voting AGAINST the plans due to the excessive costs. 5 Ratify Auditors For For 03/31/04 - A The Goldman Sachs Group, Inc. 38141G104 02/02/04 1,213 *GS* 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against Against 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 505 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement 2 Amend Bylaws For For 3 Amend Articles For For 4 Reduce Supermajority Vote For For Requirement 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 5,211 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For At the end of the day, all roads lead back to Eisner. For 20 years Disney's revolving door for board members and management has had one constant ' Mr. Eisner. The boardroom battles and management departures, which pre-date the Disney/Gold campaign, are disappointing, expensive, distracting, and not in the best interest of shareholders. If there were ever a case for separating the roles of Chairman and CEO, this company is the poster child. Were there a shareholder proposal on the ballot to separate those roles, we would support it. The withhold vote recommendation on Mr. Eisner is meant as a signal to try a little harder, not just on paper. The structural changes adopted recently at Disney are too new and too untested for investors to know whether they'll get traction over time. We believe that shareholders will be best served by cracking opening the door to the boardroom. In a year's time, we'll have a better idea if the recent reforms have taken hold. If not, shareholders may be best served by boardroom change. ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against 4 Report on Supplier Labor Standards Against Against in China 5 Report on Amusement Park Safety Against Abstain 03/19/04 - S Travelers Property Casualty 89420G406 02/06/04 2,550 Corp. 1 Approve Merger Agreement For For 03/25/04 - A Tyco International Ltd. *TYC* 902124106 03/25/04 4,961 Meeting for Holders of ADRs 1 Elect Directors For For 2 Ratify Auditors For For 3 ADOPTION OF THE AMENDED AND For For RESTATED BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND For For INCENTIVE PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO Against Against S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON Against Against SENSE EXECUTIVE COMPENSATION. 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 2,529 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LARGE CAP INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 2,024 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 3,996 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/30/04 - A Aetna Inc. *AET* 00817Y108 02/27/04 353 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy Z. Cohen --- For 1.2 Elect Director Barbara Hackman Franklin --- For 1.3 Elect Director Jeffrey E. Garten --- For 1.4 Elect Director Earl G. Graves --- For 1.5 Elect Director Gerald Greenwald --- For 1.6 Elect Director Ellen M. Hancock --- For 1.7 Elect Director Michael H. Jordan --- For 1.8 Elect Director Jack D. Kuehler --- For 1.9 Elect Director Edward J. Ludwig --- For 1.10 Elect Director Joseph P. Newhouse --- For 1.11 Elect Director Judith Rodin --- For 1.12 Elect Director John W. Rowe, M.D. --- For 1.13 Elect Director Ronald A. Williams --- For 1.14 Elect Director R. David Yost --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr We believe that the Compensation Committee, composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 1,363 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke, Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director Nobuhiro Mori --- For 1.13 Elect Director E. Stephen Purdom, M.D. --- For 1.14 Elect Director Barbara K. Rimer, Ph.D. --- For 1.15 Elect Director Marvin R. Schuster --- For 1.16 Elect Director Glenn Vaughn, Jr. --- For 1.17 Elect Director Robert L. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 2,186 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Report on Pay Disparity Against Abstain ShrHoldr 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, we find the proposal in this case overly restrictive and recommend voting AGAINST it. 05/06/04 - A Allegheny Technologies, Inc. 01741R102 03/12/04 100 *ATI* 1 Elect Directors For For Mgmt 04/28/04 - A Allergan, Inc. *AGN* 018490102 03/08/04 303 1 Elect Directors For Split Mgmt 1.1 Elect Director Handel E. Evans --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gavin S. Herbert, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael R. Gallagher --- For 1.3 Elect Director Gavin S. Herbert --- Withhold 1.4 Elect Director Stephen J. Ryan --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/21/04 - A Allied Waste Industries, Inc. 019589308 03/31/04 754 *AW* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas H. Van Weelden --- For 1.2 Elect Director Robert M. Agate --- For 1.3 Elect Director Leon D. Black --- For 1.4 Elect Director James W. Crownover --- For 1.5 Elect Director Michael S. Gross --- For 1.6 Elect Director Dennis R. Hendrix --- For 1.7 Elect Director J. Tomilson Hill --- For 1.8 Elect Director Lawrence V. Jackson --- For 1.9 Elect Director Nolan Lehmann --- For 1.10 Elect Director Howard A. Lipson --- For 1.11 Elect Director Antony P. Ressler --- For 1.12 Elect Director Warren B. Rudman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Report on Privatization Against Against ShrHoldr We believe that the requested report would impose an unnecessary cost to the company without providing a corresponding benefit to shareholders. 04/22/04 - A ALLTEL Corp. *AT* 020039103 02/24/04 857 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Ammend EEO - Sexual Orientation Against Abstain ShrHoldr 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 959 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 5,309 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 403 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 05/05/04 - A Amerada Hess Corp. *AHC* 023551104 03/15/04 251 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas F. Brady --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Nicholas F. Brady. We recommend that shareholders WITHHOLD votes from Nicholas F. Brady for poor attendance. 1.2 Elect Director J. Barclay Collins II --- For 1.3 Elect Director Thomas H. Kean --- For 1.4 Elect Director Frank A. Olson --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Establish Other Board Committee Against For ShrHoldr We agree with the proponent on the importance of establishing clear mechanisms for communication between shareholders and independent directors. While the company complies with existing SEC and NYSE rules on this matter, it appears that the corporate secretary, who is an employee of the company, plays an important role in conveying such communication either internally or to the board. The proposed Office of the Board would ensure a direct communication with the independent directors of the board, without involving the corporate secretary. Furthermore, in the absence of an independent chairman in the case of Amerada Hess, the presiding director does not facilitate communication with shareholders as part of his lead director role. We recommend in favor of the proposal. 04/27/04 - A Ameren Corporation *AEE* 023608102 03/11/04 603 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Risks of Nuclear Waste Against Against ShrHoldr Storage 04/27/04 - A American Electric Power Co. 025537101 03/03/04 929 *AEP* 1 Elect Directors For For Mgmt 1.1 Elect Director E. R. Brooks --- For 1.2 Elect Director Donald M. Carlton --- For 1.3 Elect Director John P. DesBarres --- For 1.4 Elect Director Robert W. Fri --- For 1.5 Elect Director William R. Howell --- For 1.6 Elect Director Lester A. Hudson, Jr. --- For 1.7 Elect Director Leonard J. Kujawa --- For 1.8 Elect Director Michael G. Morris --- For 1.9 Elect Director Richard L. Sandor --- For 1.10 Elect Director Donald G. Smith --- For 1.11 Elect Director Kathryn D. Sullivan --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 4 Submit Executive Pension Benefit to Against For ShrHoldr Vote Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 3,288 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 06/25/04 - A American Greetings Corp. *AM* 026375105 04/26/04 201 1 Elect Directors For Split Mgmt 1.1 Elect Director Scott S. Cowen --- For We recommend a vote FOR the directors with the exception of independent outsider Charles A. Ratner. We recommend that shareholders WITHHOLD votes from Charles A. Ratner for poor attendance. 1.2 Elect Director Harriet Mouchly-Weiss --- For 1.3 Elect Director Charles A. Ratner --- Withhold 1.4 Elect Director Zev Weiss --- For 1.5 Elect Director Joseph Hardin --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A American International Group, 026874107 03/26/04 6,927 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/10/04 - A American Power Conversion 029066107 04/14/04 100 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A American Standard Companies, 029712106 03/10/04 152 Inc. *ASD* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 3,407 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/15/04 - A AmSouth Bancorporation *ASO* 032165102 02/17/04 959 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Approve Non-Employee Director Stock For For Mgmt Option Plan 6 Political Contributions Against Against ShrHoldr 05/06/04 - A Anadarko Petroleum Corp. *APC* 032511107 03/08/04 620 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/28/04 - A Anheuser-Busch Companies, Inc. 035229103 03/01/04 2,025 *BUD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A Anthem Inc. *ATH* 03674B104 03/19/04 305 1 Elect Directors For For Mgmt 06/28/04 - S Anthem Inc. *ATH* 03674B104 05/10/04 305 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Change Company Name For For Mgmt 05/21/04 - A Aon Corp. *AOC* 037389103 03/24/04 807 1 Elect Directors For Split Mgmt 1.1 Elect Director Patrick G. Ryan --- For We recommend a vote FOR the directors with the exception of independent outsider Jan Kalff and affiliated outsider Edgar D. Jannotta. We recommend that shareholders WITHHOLD votes from Jan Kalff for poor attendance, and from Edgar D. Jannotta for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Edgar D. Jannotta --- Withhold 1.3 Elect Director Jan Kalff --- Withhold 1.4 Elect Director Lester B. Knight --- For 1.5 Elect Director J. Michael Losh --- For 1.6 Elect Director R. Eden Martin --- For 1.7 Elect Director Andrew J. McKenna --- For 1.8 Elect Director Robert S. Morrison --- For 1.9 Elect Director Richard C. Notebaert --- For 1.10 Elect Director Michael D. O'Halleran --- For 1.11 Elect Director John W. Rogers, Jr. --- For 1.12 Elect Director Gloria Santona --- For 1.13 Elect Director Carolyn Y. Woo --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 846 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/30/04 - A Apartment Investment & 03748R101 03/05/04 100 Management Co. *AIV* 1 Elect Directors For For Mgmt 1.1 Elect Director Terry Considine --- For 1.2 Elect Director Peter K. Kompaniez --- For 1.3 Elect Director James N. Bailey --- For 1.4 Elect Director Richard S. Ellwood --- For 1.5 Elect Director J. Landis Martin --- For 1.6 Elect Director Thomas L. Rhodes --- For 2 Ratify Auditors For For Mgmt 3 Approve Sale of Company Assets For For Mgmt 4 Limit Executive Compensation Against For ShrHoldr We are broadly in favor of proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Although the terms of the proposal define "future severance agreements" as including employment agreements containing severance provisions, ratification prior to entering an employment contract would only be necessary where that severance provision exceeded the 2.99 times salary plus bonus test. Further, the proposal allows for shareholder approval to be sought after the material terms of the agreement are agreed upon. Therefore, we believe the proposal warrants support. 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 910 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/19/04 - A AT&T Corp. *T* 001957505 03/25/04 2,087 1 Elect Directors For For Mgmt 1.1 Elect Directors William F. Aldinger --- For 1.2 Elect Directors Kenneth T. Derr --- For 1.3 Elect Directors David W. Dorman --- For 1.4 Elect Directors M. Kathryn Eickhoff --- For 1.5 Elect Directors Herbet L. Henkel --- For 1.6 Elect Directors Frank C. Herringer --- For 1.7 Elect Directors Shirley Ann Jackson --- For 1.8 Elect Directors Jon C. Madonna --- For 1.9 Elect Directors Donald F. McHenry --- For 1.10 Elect Directors Tony L. White --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or re-elect directors as they see fit. 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote While we recognize that the company does not currently intend to adopt a poison pill, nevertheless the company is free to do so without any shareholder approval. Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Report on Executive Compensation Against For ShrHoldr As the requested report will provide shareholders with more insight into what factors the company considers relevant to building long-term shareholder value for its performance based compensation, we recommend shareholders support this request. 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 7,160 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 05/12/04 - A AutoNation, Inc. *AN* 05329W102 03/26/04 708 1 Elect Directors For Split Mgmt 1.1 Elect Director Mike Jackson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Rick L. Burdick. We recommend that shareholders WITHHOLD votes from Rick L. Burdick for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Robert J. Brown --- For 1.3 Elect Director J.P. Bryan --- For 1.4 Elect Director Rick L. Burdick --- Withhold 1.5 Elect Director William C. Crowley --- For 1.6 Elect Director Alan S. Dawes --- For 1.7 Elect Director Edward S. Lampert --- For 1.8 Elect Director Irene B. Rosenfeld --- For 2 Ratify Auditors For For Mgmt 04/22/04 - A Avery Dennison Corp. *AVY* 053611109 02/23/04 302 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A Avon Products, Inc. *AVP* 054303102 03/15/04 556 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Report on Feasibility of Removing Against Against ShrHoldr Parabens from Company Products 6 Report on Feasibility of Removing Against Against ShrHoldr Dibutyl Phthalate from Company Products 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 808 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 04/28/04 - A Ball Corp. *BLL* 058498106 03/01/04 101 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 5,467 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 2,934 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/04 301 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Baxter International Inc. 071813109 03/05/04 1,569 *BAX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 04/27/04 - A BB&T Corporation *BBT* 054937107 03/08/04 1,412 1 Amend Articles For Against Mgmt Proposals would repeal classified board. 2 Amend Bylaws For Against Mgmt 3 Elect Directors For Split Mgmt 3.1 Elect Director John A. Allison Iv --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Albert F. Zettlemoyer and Ronald E. Deal. We recommend that shareholders WITHHOLD votes from Albert F. Zettlemoyer and Ronald E. Deal for standing as affiliated outsiders on the Compensation and Nominating committees. 3.2 Elect Director Ronald E. Deal --- Withhold 3.3 Elect Director Tom D. Efird --- For 3.4 Elect Director Albert O. Mccauley --- For 3.5 Elect Director Barry J. Fitzpatrick --- For 3.6 Elect Director J. Holmes Morrison --- For 3.7 Elect Director Jennifer S. Banner --- For 3.8 Elect Director Albert F. Zettlemoyer --- Withhold 4 Approve Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Review Executive Compensation Policy Against For ShrHoldr We recognize the board's efforts to retain Mercer to evaluate its executive compensation practices. However, while not exclusively, stock returns are an important measure of performance which is not currently used by BB&T. The company's stock has underperformed its peers over one- and three-year periods, which supports the argument that stock returns should be incorporated as a performance criteria. Therefore, we recommend that shareholders support this proposal. 04/26/04 - A Bellsouth Corp. *BLS* 079860102 03/08/04 4,854 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 6 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine the CEO's pay based on a number of factors, rather then have an arbitrary cap to determine the CEO's compensation. While we understand the proponents' concerns with escalating CEO pay, we believe that the proposed cap would be unduly restrictive. Thus, we do not support this proposal. 7 Report on Political Against Against ShrHoldr Contributions/Activities 05/06/04 - A Bemis Company, Inc. *BMS* 081437105 03/12/04 602 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 06/24/04 - A Best Buy Co., Inc. *BBY* 086516101 04/26/04 861 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/18/04 - A Big Lots Inc. *BLI* 089302103 03/26/04 502 1 Elect Directors For For Mgmt 06/16/04 - A BIOGEN IDEC INC *BIIB* 09062X103 04/20/04 805 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/15/04 - A Boise Cascade Corp. *BCC* 097383103 02/23/04 401 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position. As such, we do not believe that this proposal merits shareholder approval. 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 2,122 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 5,156 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/29/04 - A Broadcom Corp. *BRCM* 111320107 03/05/04 472 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 63.26 percent is above the allowable cap for this company of 12.40 percent. Additionally, this company has repriced stock options without shareholder approval in the past. The plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Northern Santa Fe 12189T104 02/27/04 958 Corp. *BNI* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan L. Boeckmann --- For We recommend a vote FOR the directors with the exception of affiliated outsiders Marc F. Racicot and Vilma S. Martinez. We recommend that shareholders WITHHOLD votes from Marc F. Racicot and Vilma S. Martinez for standing as affiliated outsiders on the Directors and Corporate Governance Committee, which serves as the nominating committee. 1.2 Elect Director Vilma S. Martinez --- Withhold 1.3 Elect Director Marc F. Racicot --- Withhold 1.4 Elect Director Roy S. Roberts --- For 1.5 Elect Director Matthew K. Rose --- For 1.6 Elect Director Marc J. Shapiro --- For 1.7 Elect Director J.C. Watts, Jr. --- For 1.8 Elect Director Robert H. West --- For 1.9 Elect Director J. Steven Whisler --- For 1.10 Elect Director Edward E. Whitacre, Jr. --- For 1.11 Elect Director Michael B. Yanney --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 455 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/29/04 - A Capital One Financial Corp. 14040H105 02/29/04 505 *COF* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 1,200 1 Elect Directors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 859 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/20/04 - A Cendant Corporation *CD* 151313103 02/23/04 2,529 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Charter One Financial, Inc. 160903100 02/23/04 614 *CF* 1 Elect Directors For For Mgmt 1.1 Elect Director Patrick J. Agnew --- For We recommend a vote FOR the directors with the exceptions of Mark Shaevsky, Ronald F. Poe, and Patrick J. Agnew. We recommend that shareholders WITHHOLD votes from Patrick J. Agnew for standing as an affiliated outsider on the Nominating Committee and Audit Committee members Mark Shaevsky and Ronald F. Poe for paying excessive non-audit fees. 1.2 Elect Director Denise Marie Fugo --- For 1.3 Elect Director Charles John Koch --- For 1.4 Elect Director Ronald F. Poe --- For 1.5 Elect Director Jerome L. Schostak --- For 1.6 Elect Director Mark Shaevsky --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 2,686 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 404 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. We approve the stock purchase program component because the plan complies with Section 423 of the Internal Revenue Code, the number of shares reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. However, the total cost of the company's plans of 17.46 percent is above the allowable cap for this company of 10.28 percent. Therefore, we recommend AGAINST this bundled plan. 3 Ratify Auditors For For Mgmt 04/28/04 - A CIGNA Corp. *CI* 125509109 03/01/04 304 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/24/04 - A Cincinnati Financial Corp. 172062101 02/27/04 504 *CINF* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Brown --- For We recommend a vote FOR the directors with the exceptions of independent outsider John M. Shepherd and affiliated outsider Robert C. Schiff. We recommend that shareholders WITHHOLD votes from Robert C. Schiff for poor attendance and audit committee member John M. Shepherd for paying excessive non-audit fees. 1.2 Elect Director Dirk J. Debbink --- For 1.3 Elect Director Robert C. Schiff --- Withhold 1.4 Elect Director John M. Shepherd --- Withhold 1.5 Elect Director Douglas S. Skidmore --- For 2 Ratify Auditors For Against Mgmt 05/04/04 - A Cinergy Corp. *CIN* 172474108 03/05/04 603 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Circuit City Stores, Inc. *CC* 172737108 04/21/04 554 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 13,260 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/18/04 - A Citizens Communications Co. 17453B101 03/19/04 707 *CZN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 05/13/04 - A Citrix Systems, Inc. *CTXS* 177376100 03/15/04 503 1 Elect Directors For For Mgmt 1.1 Elect Director Mark B. Templeton --- For 1.2 Elect Director Kevin R. Compton --- For 1.3 Elect Director Stephen M. Dow --- For 2 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 1,615 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 04/30/04 - A Coca-Cola Enterprises Inc. 191219104 03/04/04 1,111 *CCE* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Deferred Compensation Plan For For Mgmt 5 Approve Employee Stock Purchase Plan For For Mgmt 6 Approve Employee Stock Purchase Plan For For Mgmt 7 Ratify Auditors For For Mgmt 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.99 times the sum of an executive's base salary, plus bonus is widely considered as the standard threshold level of severance remuneration for corporate executives that should be subject to a shareholder vote. 9 Report on Recycling Policy Against Against ShrHoldr 05/07/04 - A Colgate-Palmolive Co. *CL* 194162103 03/09/04 1,365 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/26/04 - A Comcast Corp. *CMCSA* 20030N101 03/15/04 5,916 1 Elect Directors For For Mgmt 1.1 Elect Director S. Decker Anstrom --- For 1.2 Elect Director C. Michael Armstrong --- For 1.3 Elect Director Kenneth J. Bacon --- For 1.4 Elect Director Sheldon M. Bonovitz --- For 1.5 Elect Director Julian A. Brodsky --- For 1.6 Elect Director Joseph L. Castle, II --- For 1.7 Elect Director J. Michael Cook --- For 1.8 Elect Director Brian L. Roberts --- For 1.9 Elect Director Ralph J. Roberts --- For 1.10 Elect Director Dr. Judith Rodin --- For 1.11 Elect Director Michael I. Sovern --- For 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Amend For For Mgmt Articles/Bylaws/Charter-Non-Routine 5 Require Two-Thirds Majority of Against For ShrHoldr Independent Directors on Board Currently, according to our definition of independence, the board consists of four insiders, one affiliated outsiders, and six independent outsiders. A majority of the board members are independent outsiders, however, we prefer that a substantial majority of the directors be independent. In the case of Comcast, we believe that a two-thirds independent board is particularly important due to Comcast's dual class ownership structure and several insiders currently sitting on the board. Therefore, we recommend shareholders support this proposal. 6 Political Contributions/Activities Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 7 Nominate Two Directors for every Against For ShrHoldr open Directorships Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative. 8 Limit Executive Compensation Against Against ShrHoldr We oppose this item because it could place the company at a competitive disadvantage in attempting to attract a qualified CEO. 9 Adopt a Recapitalization Plan Against For ShrHoldr As a non-binding proposal, we support the request for the company to take steps to develop a recapitalization plan where all of the company's outstanding stock would have one vote. In general, we believe that simplified capital structures where voting interests are proportional to economic interests are preferable to dual class structures where management owns supervoting stock. 05/18/04 - A Comerica Inc. *CMA* 200340107 03/22/04 653 1 Elect Directors For For Mgmt 2 Approve Employee Stock Purchase Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 06/15/04 - A Comverse Technology, Inc. 205862402 04/27/04 554 *CMVT* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 1,762 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 05/17/04 - A Consolidated Edison, Inc. *ED* 209115104 03/29/04 657 1 Elect Directors For For Mgmt 1.1 Elect Director Vincent A. Calarco --- For 1.2 Elect Director George Campbell, Jr. --- For 1.3 Elect Director Gordon J. Davis --- For 1.4 Elect Director Michael J. Del Giudice --- For 1.5 Elect Director Joan S. Freilich --- For 1.6 Elect Director Ellen V. Futter --- For 1.7 Elect Director Sally Hernandez-Pinero --- For 1.8 Elect Director Peter W. Likins --- For 1.9 Elect Director Eugene R. McGrath --- For 1.10 Elect Director Frederic V. Salerno --- For 1.11 Elect Director Stephen R. Volk --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 05/21/04 - A Constellation Energy Group, 210371100 03/19/04 503 Inc. *CEG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Convergys Corp. *CVG* 212485106 03/01/04 504 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 351 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur H. Aronson --- For 1.2 Elect Director Thomas A. Dattilo --- For 1.3 Elect Director Byron O. Pond --- For 2 Ratify Auditors Against For ShrHoldr This proposal would not effect the company's ability to select its auditor, but rather would allow shareholders the right to ratify or not ratify that choice. We note that the company has not, in the past, put the auditor up for ratification. We also note that the non-audit related fees paid to Ernst & Young, in the past fiscal year represented 47.07 percent of the total fees paid to that firm. The company's Audit Committee has established a policy regarding pre-approval of all audit and non-audit services expected to be performed by Ernst & Young. Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. Therefore, we recommend a vote for this proposal. 04/29/04 - A Corning Inc. *GLW* 219350105 03/01/04 3,333 1 Elect Directors For For Mgmt 1.1 Elect Director Jeremy R. Knowles --- For 1.2 Elect Director Eugene C. Sit --- For 1.3 Elect Director William D. Smithburg --- For 1.4 Elect Director Hansel E. Tookes II --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 703 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/26/04 - A Crane Co. *CR* 224399105 02/27/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Implement MacBride Principles Against Against ShrHoldr 05/05/04 - A CSX Corp. *CSX* 126408103 03/05/04 554 1 Elect Directors For For Mgmt 1.1 Elect Director E.E. Bailey --- For 1.2 Elect Director R.L. Burrus, Jr. --- For 1.3 Elect Director E.J. Kelly, III --- For 1.4 Elect Director R.D. Kunisch --- For 1.5 Elect Director S.J. Morcott --- For 1.6 Elect Director D.M. Ratcliffe --- For 1.7 Elect Director C.E. Rice --- For 1.8 Elect Director W.C. Richardson --- For 1.9 Elect Director F.S. Royal, M.D. --- For 1.10 Elect Director D.J. Shepard --- For 1.11 Elect Director M.J. Ward --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We generally oppose proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. Further, we believe that it is beneficial to shareholders to have company executives' compensation closely tied to the company's performance. Therefore we believe that this proposal would unduly restrict the company's flexibility to design employment and incentive arrangements, and would place the company in an uncompetitive position in attracting and retaining qualified executives. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposal regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row. With respect to the shareholder proposal regarding poison pills, we do not consider the two-year shareholder approval clock as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal, and if necessary, will recommend the withholding of votes for directors at next year's meeting. 5 Limit Awards to Executives Against For ShrHoldr We are broadly in favor of proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Although the terms of the proposal define "future severance agreements" as including employment agreements containing severance provisions, ratification prior to entering an employment contract would only be necessary where that severance provision exceeded the 2.99 times salary plus bonus test. Further, the proposal allows for shareholder approval to be sought after the material terms of the agreement are agreed upon. Therefore, we believe the proposal warrants support. 04/06/04 - A Cummins , Inc. *CMI* 231021106 02/16/04 150 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Darnall --- For 1.2 Elect Director John M. Deutch --- Withhold 1.3 Elect Director Alexis M. Herman --- For 1.4 Elect Director William I. Miller --- For 1.5 Elect Director William D. Ruckelshaus --- For 1.6 Elect Director Theodore M. Solso --- For 1.7 Elect Director J. Lawrence Wilson --- For 2 Ratify Auditors For For Mgmt 05/12/04 - A CVS Corporation *CVS* 126650100 03/15/04 1,010 1 Elect Directors For For Mgmt 1.1 Elect Director W. Don Cornwell --- For 1.2 Elect Director Thomas P. Gerrity --- For 1.3 Elect Director Stanley P. Goldstein --- For 1.4 Elect Director Marian L. Heard --- For 1.5 Elect Director William H. Joyce --- For 1.6 Elect Director Terry R. Lautenbach --- For 1.7 Elect Director Terrence Murray --- For 1.8 Elect Director Sheli Z. Rosenberg --- For 1.9 Elect Director Thomas M. Ryan --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the proposal, such as the annual bonus based on well-defined quantitative and qualitative performance measures, granting of restricted stock based on achievement of justifiable performance criteria, we believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. We believe this proposal is too restrictive, as it would limit equity awards to restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 04/19/04 - A Dana Corp. *DCN* 235811106 03/01/04 304 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Delphi Corp. *DPH* 247126105 03/08/04 1,415 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Oscar de Paula Bernardes Neto --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders John D. Opie, Dr. Bernd Gottschalk, and Oscar de Paula Bernardes Neto for failure to implement the poison pill proposal. 1.2 Elect Director Dr. Bernd Gottschalk --- Withhold 1.3 Elect Director John D. Opie --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. Furthermore, this shareholder proposal has been put forth to vote for the fourth time. We continue to believe that this shareholder proposal warrants support. 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Workplace Code of Conduct Against Abstain ShrHoldr 05/04/04 - A Deluxe Corp. *DLX* 248019101 03/08/04 200 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald E. Eilers --- For 1.2 Elect Director Charles A. Haggerty --- For 1.3 Elect Director William A. Hawkins, III --- For 1.4 Elect Director Cheryl M. McKissack --- For 1.5 Elect Director Lawrence J. Mosner --- For 1.6 Elect Director Stephen P. Nachtsheim --- For 1.7 Elect Director Mary Ann O'Dwyer --- For 1.8 Elect Director Martyn R. Redgrave --- For 1.9 Elect Director Robert C. Salipante --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 06/08/04 - A Devon Energy Corp. *DVN* 25179M103 04/09/04 556 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas F. Ferguson --- For 1.2 Elect Director Peter J. Fluor --- For 1.3 Elect Director David M. Gavin --- For 1.4 Elect Director Michael E. Gellert --- For 2 Ratify Auditors For For Mgmt 3 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 871 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Dominion Resources, Inc. *D* 25746U109 02/27/04 829 1 Elect Directors For For Mgmt 1.1 Elect Director Susan B. Allen --- For 1.2 Elect Director Peter W. Brown --- For 1.3 Elect Director Ronald J. Calise --- For 1.4 Elect Director Thos. E. Capps --- For 1.5 Elect Director George A. Davidson, Jr. --- For 1.6 Elect Director John W. Harris --- For 1.7 Elect Director Robert S. Jepson, Jr. --- For 1.8 Elect Director Benjamin J. Lambert, III --- For 1.9 Elect Director Richard L. Leatherwood --- For 1.10 Elect Director Margaret A. McKenna --- For 1.11 Elect Director Kenneth A. Randall --- For 1.12 Elect Director Frank S. Royal --- For 1.13 Elect Director S. Dallas Simmons --- For 1.14 Elect Director Robert H. Spilman --- For 1.15 Elect Director David A. Wollard --- For 2 Ratify Auditors For For Mgmt 3 Submit Executive Compensation to Against Against ShrHoldr Vote We believe that such proposal will put unnecessary restrictions on grants of awards since any plan allowing for grant of incentive stock options requires prior shareholder approval. This item does not warrant shareholder approval. 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 454 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/21/04 - A Dow Jones & Co., Inc. *DJ* 260561105 02/27/04 400 1 Elect Directors For Split Mgmt 1.1 Elect Director Irvine O. Hockaday, Jr. --- For We recommend a vote FOR the directors with the exceptions of affiliated outsider Dieter von Holtzbrinck and independent outsider Vernon E. Jordan, Jr.. We recommend that shareholders WITHHOLD votes from Dieter von Holtzbrinck and from Vernon E. Jordan, Jr. for poor attendance. 1.2 Elect Director Vernon E. Jordan, Jr. --- Withhold 1.3 Elect Director Lewis B. Campbell --- For 1.4 Elect Director Dieter von Holtzbrinck --- Withhold 1.5 Elect Director Elizabeth Steele --- For 2 Ratify Auditors For Against Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/13/04 - A Duke Energy Corp. *DUK* 264399106 03/15/04 2,324 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul M. Anderson --- For 1.2 Elect Director Ann M. Gray --- For 1.3 Elect Director Michael E.J. Phelps --- Withhold 1.4 Elect Director James T. Rhodes --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 05/27/04 - A E*Trade Group, Inc. *ET* 269246104 04/05/04 1,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 2,629 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Adopt and Report on a Code of Against Abstain ShrHoldr Corporate Conduct 5 Limit Executive Compensation Against For ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 05/06/04 - A Eastman Chemical Co. *EMN* 277432100 03/15/04 401 1 Elect Directors For For Mgmt 1.1 Elect Director Renee J. Hornbaker --- For 1.2 Elect Director Thomas H. McLain --- For 1.3 Elect Director Peter M. Wood --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr We note that the company has negative three-year total shareholder return, but positive one year TSR, and the total direct compensation to the company's CEO has decreased by 53.21 percent from fiscal 2002 to fiscal 2003. We further note that the company has been proactive in its effort to link pay and performance among its top executives and that executive compensation is analyzed by an independent Compensation Committee. We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 504 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 1,716 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, we recommend voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/07/04 - A Ecolab, Inc. *ECL* 278865100 03/16/04 704 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A Edison International *EIX* 281020107 03/22/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director John E. Bryson --- For 1.2 Elect Director France A. Cordova --- For 1.3 Elect Director Bradford M. Freeman --- For 1.4 Elect Director Bruce Karatz --- For 1.5 Elect Director Luis G. Nogales --- For 1.6 Elect Director Ronald L. Olson --- For 1.7 Elect Director James M. Rosser --- For 1.8 Elect Director Richard T. Schlosberg, III --- For 1.9 Elect Director Robert H. Smith --- For 1.10 Elect Director Thomas C. Sutton --- For 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, we note that the company's rights plan was not approved by shareholders. While we acknowledge that the company has adopted a policy to seek shareholder approval if the pill were to be triggered, the company established the plan without shareholder input, and cannot accelerate its expiration. After expiration of the current pill in 2006, the company will seek shareholder approval before adopting any new pill, or at least seek approval within a limited one-year period after implementation. These protections are positive changes; however, the company has said nothing regarding additional shareholder approval for amendments or changes to the plan. In support of the principle that shareholders should have input in decisions regarding the adoption or implementation of shareholder rights plans, we recommend shareholders support this request. 05/25/04 - A Electronic Data Systems Corp. 285661104 03/29/04 1,212 *EDS* 1 Elect Directors For For Mgmt 1.1 Elect Director Roger A. Enrico --- For 1.2 Elect Director Ellen M. Hancock --- For 1.3 Elect Director C. Robert Kidder --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter We support any reduction of a company's voting requirements. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 2,883 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 6,315 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/06/04 - A Engelhard Corp. *EC* 292845104 03/15/04 352 1 Elect Directors For For Mgmt 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 706 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/28/04 - A Equifax Inc. *EFX* 294429105 02/18/04 503 1 Elect Directors For For Mgmt 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 1,012 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 858 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter to For For Mgmt Remove Antitakeover Provision(s) 3 Ratify Auditors For For Mgmt 04/27/04 - A Exelon Corp. *EXC* 30161N101 03/01/04 782 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 17,505 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 2,528 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/21/04 - A Federated Department Stores, 31410H101 04/02/04 503 Inc. *FD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 2,365 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A First Horizon National Corp 337162101 02/27/04 100 *FHN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert C. Blattberg --- For We recommend a vote FOR the directors with the exception of affiliated outsider Luke Yancy III. We recommend that shareholders WITHHOLD votes from Luke Yancy III for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director J. Kenneth Glass --- For 1.3 Elect Director Michael D. Rose --- For 1.4 Elect Director Luke Yancy III --- Withhold 1.5 Elect Director Mary F. Sammons --- For 2 Change Company Name For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/18/04 - A FirstEnergy Corporation *FE* 337932107 03/23/04 858 1 Elect Directors For For Mgmt 1.1 Elect Director Paul T. Addison --- For 1.2 Elect Director Ernest J. Novak, Jr. --- For 1.3 Elect Director John M. Pietruski --- For 1.4 Elect Director Catherine A. Rein --- For 1.5 Elect Director Robert C. Savage --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Reduce Supermajority Vote For For Mgmt Requirement 5 Approve Deferred Compensation Plan For For Mgmt 6 Approve Deferred Compensation Plan For For Mgmt 7 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 8 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed and that any new pill be put to a shareholder vote. Even if the company's current pill ends up being redeemed as planned, this proposal deserves shareholder support because of it calls on the board to submit future pills to a shareholder vote as well. 9 Report on Political Against Against ShrHoldr Contributions/Activities 10 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 480 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/13/04 - A Ford Motor Company *F* 345370860 03/17/04 200 1 Elect Directors For Split Mgmt 1.1 Elect Director John R. H. Bond --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsiders John R. H. Bond and Robert E. Rubin. We recommend that shareholders WITHHOLD votes from John R. H. Bond and Robert E. Rubin for standing as affiliated outsiders on the Compensation and Nominating committees. 1.2 Elect Director Stephen G. Butler --- For 1.3 Elect Director Kimberly A. Casiano --- For 1.4 Elect Director Edsel B. Ford II --- For 1.5 Elect Director William Clay Ford --- For 1.6 Elect Director William Clay Ford, Jr. --- For 1.7 Elect Director Irvine O. Hockaday, Jr. --- For 1.8 Elect Director Marie-Josee Kravis --- For 1.9 Elect Director Richard A. Manoogian --- For 1.10 Elect Director Ellen R. Marram --- For 1.11 Elect Director Homer A. Neal --- For 1.12 Elect Director Jorma Ollila --- For 1.13 Elect Director Carl E. Reichardt --- For 1.14 Elect Director Robert E. Rubin --- Withhold 1.15 Elect Director Nicholas V. Scheele --- For 1.16 Elect Director John L. Thornton --- For 2 Ratify Auditors For For Mgmt 3 Increase Disclosure of Executive Against For ShrHoldr Compensation We believe that approval of this proposal will provide greater transparency for shareholders on the company's executive compensation issues. 4 Establish Other Board Committee Against For ShrHoldr Although we have reservations about the fact that the proposal neither sets a limit on the proposed committee's duration nor stipulates the committee's specific plan of action, we agree with the proponent's basic position. The Ford family has three seats on the board, which is disproportionate to its equity stake. We believe that the Ford family's substantial voting control of the company is sufficient enough to point out the need for an independent committee to evaluate conflicts of interest between family shareholders and nonfamily shareholders. Ford's board formed a committee in December 2002 to review Mr. Ford's acquisition of shares in Goldman Sachs Group, Inc.'s 1999 IPO. The committee, composed of directors Ellen R. Marram, Irvine O. Hockaday Jr., Homer A. Neal, Richard A. Manoogian and Marie-Josee Kravis, all independent directors, was mandated to review the stock purchase in response to a shareholder demand. The shareholder, Roger Berger, requested that Mr. Ford sell the Goldman Sachs shares to the company at the original price because Ford is a longstanding client of Goldman's, and not Mr. Ford himself. The committee rejected the shareholder demand and subsequently the full board accepted the committee's recommendation in February 2003. In February, Ford Motor Co. chairman and CEO William Clay Ford Jr. announced he would sell 400,000 shares of Goldman Sachs Group Inc. and that he would donate profits then estimated at $4.7 million to charity. The committee established in December 2002 only reviewed the shareholder demand regarding the proceeds from the IPO allocation, and did not evaluate other potential conflicts of interest between family shareholders and non-family shareholders. Due to Ford family's substantial voting control of the company, potential conflict of interests may arise in the future. The committee suggested by the proponent may serve as a mechanism to ensure that common shareholders are treated fairly vis-a-vis Ford family shareholders, should such a conflict of interest arise. In light of our concerns with the IPO allocation and the recapitalization plan, we support this nonbinding proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that top five compensation should be linked to the company's performance. If the company has met or exceeded the target performance level, executives should be remunerated for their efforts. Although we agree with the principle of pay-for-performance in setting executive pay, we believe that the cessation of all rights, options, SARs, and possible severance payments to top five management: (1) does not resolve potential disconnects between pay and performance and (2) would be unduly restrictive with respect to the company's compensation strategies. As such, we recommend a vote AGAINST. 6 Amend By Laws Relating to Board Against Against ShrHoldr Independence An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders. According to our director classifications, nine of the 16 directors are independent. Although we would prefer a two-thirds independent board, we believe that the proponent's request would limit the flexibility of the company without ensuring the maintenance of a majority independent board. We note that, according to our director classifications, there are four affiliated outside directors on the board. We believe that the proposed amendment is not in shareholders' best interest as it: (1) would not ensure board independence by not addressing the presence of affiliated outside directors on the board and (2) would limit the company's flexibility with regard to board composition. As such, we recommend a vote AGAINST. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr 04/27/04 - A Fortune Brands, Inc. *FO* 349631101 02/27/04 454 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Anne M. Tatlock --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Peter M. Wilson and Anne M. Tatlock and insider Norman H. Wesley for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Norman H. Wesley --- Withhold 1.3 Elect Director Peter M. Wilson --- Withhold 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although the company's rights plan contains a TIDE provision, the pill was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote or redeemed, and that any future pill be put to a shareholder vote. 05/21/04 - A FPL Group, Inc. *FPL* 302571104 03/16/04 553 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Approve Executive Incentive Bonus For For Mgmt Plan 6 Increase Authorized Common Stock For For Mgmt 05/06/04 - A Freeport-McMoRan Copper & Gold 35671D857 03/12/04 503 Inc. *FCX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Allison, Jr. --- For We recommend a vote FOR the directors with the exception of R. Leigh Clifford. We recommend that shareholders WITHHOLD votes from R. Leigh Clifford for poor attendance. 1.2 Elect Director R. Leigh Clifford --- Withhold 1.3 Elect Director James R. Moffett --- For 1.4 Elect Director B. M. Rankin, Jr. --- For 1.5 Elect Director J. Taylor Wharton --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Halt Payments to Indonesian Military Against Against ShrHoldr 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 704 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 05/20/04 - A Gateway Inc *GTW* 367626108 03/25/04 1,057 1 Elect Directors For Split Mgmt 1.1 Elect Director Douglas L. Lacey --- For We recommend that shareholders vote FOR Douglas L. Lacey, but WITHHOLD votes from insider Wayne R. Inouye. We recommend that shareholders WITHHOLD votes from Wayne R. Inouye for failure to establish a majority independent board. 1.2 Elect Director Wayne R. Inouye --- Withhold 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Gateway, we note that the company appears to comply with state and local laws regarding contributions to political candidates or organizations. Furthermore, the contributions are made with voluntary donations through a PAC and not directly from the company, and information on these PAC contributions is available through certain public sources. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 4 Require a Majority Vote for the Against Against ShrHoldr Election of Directors In the view of many shareholders, the current director election system simply creates self-perpetuating boards. Incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes a mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, floor nominations are unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, each of which demonstrates shareholder dissatisfaction with a company's proxy process: (i) one or more directors at a company must receive withhold votes totaling 35 percent or more of the votes cast, or (ii) a shareholder proposal asking for open access, which is submitted by the holders of at least one percent of the shares (and owned for at least one year), must be approved by a majority of the votes cast. If one of these two conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the company's shares (and owned for at least two years). In addition, the number of shareholder nominees permitted would be dictated by the size of the board as follows: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. We support the general principle that shareholders should have a choice in director elections and input in the nomination process greater than they currently enjoy under the plurality system. We believe that requiring directors to receive a majority of votes cast in an uncontested election has some merit as it promotes the accountability of directors and makes a shareholder vote on director elections a more powerful signal. However, this proposal would require directors to receive a majority of outstanding votes. Requiring nominees to obtain the majority of outstanding votes is a much more difficult hurdle, one which we are not at this time ready to endorse. The main concern in implementing a majority threshold requirement is that an annual board could be in effect "decapitated" by failure to obtain majority shareholder support. In the case of Gateway, which has a classified board, the concerns regarding a "decapitated" board are mitigated. With staggered boards, only a minority portion of the board is up for election each year, and therefore only such minority portion may be adversely affected by the failure of that year's nominees to obtain majority shareholder support. Irrespective of the structure of the company's board, this proposal fails to address the implementation mechanism in the event that directors fail to garner the required majority vote. In such a case, actual removal of affected directors may not be feasible or desirable, and alternative measures may be available to indicate displeasure with the board (e.g., increased disclosure requirements for "unratified" board members). Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 5 Board Diversity Against Abstain ShrHoldr 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 454 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 25,850 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 1,465 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr We support the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, we believe that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against For ShrHoldr Independent Directors Since approval of this proposal will ensure independence on key board committees, we support this request. 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, we believe that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. 04/19/04 - A Genuine Parts Co. *GPC* 372460105 02/12/04 100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt Shareholder Proposals 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote The company's current pill -- which was not approved by shareholders -- is an improvement over the company's prior pill in that it no longer contains a continuing director, or "dead-hand" provision. The current pill does have our recommended minimum 20 percent flip-in trigger threshold, but it does not contain either a sunset provision or any shareholder redemption provisions. We therefore agree with the proponent that the company's poison pill should be subject to a shareholder vote. 5 Company-Specific -- Shareholder Against Against ShrHoldr Miscellaneous We generally recommend that shareholders vote against shareholder proposals seeking to set absolute levels on compensation or otherwise are restrictive in limiting the amount or form of compensation. 05/27/04 - A Genzyme Corp. *GENZ* 372917104 03/31/04 506 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas A. Berthiaume --- For 1.2 Elect Director Henry E. Blair --- For 1.3 Elect Director Gail K. Boudreaux --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Increase Authorized Preferred Stock For Against Mgmt In this case, management has specifically stated that the shares will be used in connection with the poison pill. We recommend shareholders vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a rights plan, especially if the plan has not been approved by shareholders and includes a trigger of less than 20 percent. 6 Ratify Auditors For For Mgmt 7 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/04/04 - A Georgia-Pacific Corp. *GP* 373298108 03/10/04 608 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara L. Bowles --- Withhold We recommend a vote FOR the directors with the exceptions of James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles. We recommend that shareholders WITHHOLD votes from James B. Williams, David R. Goode, Donald V. Fites, and Barbara L. Bowles for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Donald V. Fites --- Withhold 1.3 Elect Director David R. Goode --- Withhold 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director William R. Johnson --- For 1.6 Elect Director James B. Williams --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 04/27/04 - A Golden West Financial Corp. 381317106 03/01/04 100 *GDW* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 400,000,000 shares, is above the allowable threshold of 340,000,000 shares. 3 Ratify Auditors For For Mgmt 04/27/04 - A Goodrich Corporation *GR* 382388106 03/08/04 401 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Great Lakes Chemical Corp. 390568103 03/08/04 100 *GLK* 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Crownover --- For 1.2 Elect Director Louis E. Lataif --- For 1.3 Elect Director Mack G. Nichols --- For 2 Seek Sale of Company/Assets Against Against ShrHoldr In our opinion, there is no compelling evidence that the drastic measure described by the proponent is in shareholders' best interests. 05/18/04 - A Guidant Corp. *GDT* 401698105 03/11/04 806 1 Elect Directors For For Mgmt 1.1 Elect Director Maurice A. Cox, Jr. --- For 1.2 Elect Director Nancy-Ann Min DeParle --- For 1.3 Elect Director Ronald W. Dollens --- For 1.4 Elect Director Enrique C. Falla --- For 1.5 Elect Director Kristina M. Johnson, Ph.D. --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/19/04 - A Halliburton Co. *HAL* 406216101 03/22/04 1,162 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Review/Report on Operations in Iran Against Against ShrHoldr 4 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors The main concern in implementing a majority threshold requirement is that an annual board could in effect be "decapitated" by a failure to obtain majority shareholder support. Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 708 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/04 - A Harrah's Entertainment, Inc. 413619107 03/01/04 402 *HET* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/20/04 - A Hasbro, Inc. *HAS* 418056107 03/31/04 604 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Implement and Monitor Code of Against Against ShrHoldr Corporate Conduct - ILO Standards 05/27/04 - A HCA, Inc. *HCA* 404119109 04/01/04 1,263 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Management Stock Purchase Plan For For Mgmt 05/12/04 - A Hercules Inc. *HPC* 427056106 03/22/04 452 1 Elect Directors For For Mgmt 2 Amend Articles to Elect Directors For For Mgmt by Plurality Vote 3 Ratify Auditors For For Mgmt 4 Amend Articles to Provide For For Mgmt Shareholders with Right to Act by Written Consent and Call Special Meetings 04/28/04 - A Hershey Foods Corp. *HSY* 427866108 03/01/04 402 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Hilton Hotels Corp. *HLT* 432848109 03/29/04 961 1 Elect Directors For For Mgmt 1.1 Elect Director A. Steven Crown --- For 1.2 Elect Director David Michels --- For 1.3 Elect Director John H. Myers --- For 1.4 Elect Director Donna F. Tuttle --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Require Majority of Independent Against For ShrHoldr Directors on Board Currently, according to our definitions, the board consists of two insiders, four affiliated outsiders, and seven independent outsiders. Thus, insiders and affiliated outsiders constitute 46 percent of the board seats. We believe that a board should consist of a substantial majority of independent outsiders. In summary, in evaluating proposals requiring that a substantial majority of the board be composed of independent directors, shareholders should closely examine the current composition of the board, the proponent's definition of independence, and the board's responsiveness to shareholder concerns. If the board composition is poor or the board has not fulfilled its fiduciary duties, then shareholders should vote in favor of a proposal which would require a greater number of outsiders on the board. However, if the board is already sufficiently independent and is fulfilling its fiduciary duty, support of such a proposal is unnecessary. Although we do not agree with all of the proponent's classifications of independent directors, in light of the fact that the board is only 54 percent independent, we believe this proposal sends an important message to management and is in shareholders' best interests. 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 5,967 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 2,224 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 04/22/04 - A Humana Inc. *HUM* 444859102 03/01/04 454 1 Elect Directors For For Mgmt 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 807 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/07/04 - A IMS Health Inc. *RX* 449934108 03/05/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director James D. Edwards --- For 1.2 Elect Director David M. Thomas --- For 1.3 Elect Director William C. Van Faasen --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at other companies. Accordingly, we believe that this proposal warrants shareholder support. 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 17,349 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A International Business 459200101 02/27/04 4,348 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/11/04 - A International Flavors & 459506101 03/23/04 251 Fragrances Inc. *IFF* 1 Elect Directors For For Mgmt 1.1 Elect Director Margaret Hayes Adame --- For 1.2 Elect Director Gunter Blobel --- For 1.3 Elect Director J. Michael Cook --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Richard A. Goldstein --- For 1.6 Elect Director Alexandra A. Herzan --- For 1.7 Elect Director Arthur C. Martinez --- For 1.8 Elect Director Burton M. Tansky --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit Committee pre-approves and monitors all services by PricewaterhouseCoopers, the company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 1,219 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland. We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr We note that the compensation committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather than have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on the CEO compensation would be unduly restrictive. Thus, we do not support this proposal. 05/11/04 - A ITT Industries, Inc. *ITT* 450911102 03/19/04 352 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt 05/14/04 - A J. C. Penney Co., Inc (HLDG 708160106 03/15/04 656 CO) *JCP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Colleen C. Barrett --- For According to our data, at the company's last annual meeting, a majority of the shares outstanding voted in favor of a shareholder proposal. The company has yet to implement or take the necessary actions to implement the proposal. 1.2 Elect Director M.Anthony Burns --- Withhold 1.3 Elect Director Maxine K. Clark --- For 1.4 Elect Director Allen Questrom --- Withhold 2 Ratify Auditors For For Mgmt 05/03/04 - A Jefferson-Pilot Corp. *JP* 475070108 03/01/04 430 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 7,635 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/19/04 - A Jones Apparel Group, Inc. 480074103 03/19/04 354 *JNY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 5,374 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 04/23/04 - A Kellogg Co. *K* 487836108 03/04/04 1,060 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 05/11/04 - A Kerr-McGee Corp. *KMG* 492386107 03/12/04 251 1 Elect Directors For For Mgmt 1.1 Elect Director William E. Bradford --- For 1.2 Elect Director Luke R. Corbett --- For 1.3 Elect Director David C Genever-Watling --- For 1.4 Elect Director Farah M. Walters --- For 2 Ratify Auditors For For Mgmt 3 Establishment of an Office of the Against For ShrHoldr Board of Directors We agree with the spirit of the proposal on the importance of establishing a clear mechanism for direct communications between shareholders and independent directors. Direct communications between the parties would result in improved relations by allowing shareholders to better understand the company as well as make corporate governance more transparent. 06/25/04 - S Kerr-McGee Corp. *KMG* 492386107 05/20/04 251 1 Approve Merger Agreement For For Mgmt 05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 1,210 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/20/04 - A KeySpan Corporation *KSE* 49337W100 03/22/04 554 1 Elect Directors For For Mgmt 1.1 Elect Director Robert B. Catell --- For 1.2 Elect Director Andrea S. Christensen --- For 1.3 Elect Director Alan H. Fishman --- For 1.4 Elect Director J. Atwood Ives --- For 1.5 Elect Director James R. Jones --- For 1.6 Elect Director James L. Larocca --- For 1.7 Elect Director Gloria C. Larson --- For 1.8 Elect Director Stephen W. Mckessy --- For 1.9 Elect Director Edward D. Miller --- For 1.10 Elect Director Vikki L. Pryor --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 04/29/04 - A Kimberly-Clark Corp. *KMB* 494368103 03/01/04 1,264 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Pastora San Juan Cafferty --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Marc J. Shapiro, Linda Johnson Rice and Pastora San Juan Cafferty for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. We also recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards and for failure to implement the proposal to submit the company's shareholder rights plan to a shareholder vote. 1.2 Elect Director Claudio X. Gonzalez --- Withhold 1.3 Elect Director Linda Johnson Rice --- Withhold 1.4 Elect Director Marc J. Shapiro --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill and any new pill be put to a shareholder vote. 05/11/04 - A Kinder Morgan, Inc. *KMI* 49455P101 03/12/04 353 1 Elect Directors For Split Mgmt 1.1 Elect Director Charles W. Battey --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Charles W. Battey. We recommend that shareholders WITHHOLD votes from Charles W. Battey for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director H. A. True, III --- For 1.3 Elect Director Fayez Sarofim --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt 4 Prepare a Sustainability Report Against Against ShrHoldr 5 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/04/04 - A Knight-Ridder, Inc. *KRI* 499040103 03/15/04 201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 858 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Against For ShrHoldr Options Despite the fact that certain features of the proposal may be more rigorous than others, we support the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/05/04 - A Leggett & Platt, Inc. *LEG* 524660107 03/15/04 604 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 705 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lexmark International, Inc. 529771107 03/05/04 251 *LXK* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/17/04 - A Limited Brands *LTD* 532716107 03/31/04 1,364 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/13/04 - A Lincoln National Corp. *LNC* 534187109 02/20/04 653 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 05/20/04 - A Liz Claiborne, Inc. *LIZ* 539320101 03/22/04 403 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 1,162 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 05/03/04 - A Louisiana-Pacific Corp *LPX* 546347105 03/05/04 351 1 Elect Directors For Split Mgmt 1.1 Elect Director Dustan E. McCoy --- For We recommend a vote FOR the directors with the exception of affiliated outsider Lee C. Simpson. We recommend that shareholders WITHHOLD votes from Lee C. Simpson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Lee C. Simpson --- Withhold 1.3 Elect Director Colin D. Watson --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 5 Amend Executive Incentive Bonus Plan For For Mgmt 6 Ratify Auditors For For Mgmt 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/28/04 - A Lowe *LOW* 548661107 04/01/04 2,074 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 05/06/04 - A LSI Logic Corp. *LSI* 502161102 03/11/04 1,108 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For Against Mgmt We generally approve of plans which: (a) comply with Section 423 of the Internal Revenue Code; (b) have a reasonable number of shares being reserved; (c) have a reasonable offering period, and; (d) place limits on participation. However, in this case the plan also includes an evergreen provision which allows the company to annually reserve 1.15 percent of the company's outstanding stock less the number of shares available for future grants. Because there is no expiration date specified for this plan, we are unable to determine the total number of shares which will become available for future issuance and, as such, we are unable to determine if the number of shares being reserved is reasonable. 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 5 Ratify Auditors For For Mgmt 05/05/04 - A Manor Care, Inc. *HCR* 564055101 03/12/04 251 1 Elect Directors For Split Mgmt 1.1 Elect Director Virgis W. Colbert --- Withhold We recommend a vote FOR all nominees expect Virgis W. Colbert. We recommend that shareholders WITHHOLD votes from Audit Committee member and independent outsider Virgis W. Colbert for paying excessive non-audit fees. 1.2 Elect Director William H. Longfield --- For 1.3 Elect Director Paul A. Ormond --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Ratify Auditors For Against Mgmt 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 04/28/04 - A Marathon Oil Corp *MRO* 565849106 03/01/04 707 1 Elect Directors For For Mgmt 1.1 Elect Director Charles F. Bolden, Jr. --- For 1.2 Elect Director Charles R. Lee --- For 1.3 Elect Director Dennis H. Reilley --- For 1.4 Elect Director Thomas J. Usher --- For 2 Ratify Auditors For For Mgmt 3 Report on Greenhouse Gas Emissions Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote In this case, the ceiling suggested by the proponent is 2.99 times salary plus bonus, including lump sum cash payments and the estimated present value of periodic retirement. While we generally recommend the threshold be applied to salary plus bonus, we believe that this proposal would still be in the best interest of shareholders. Additionally, since the proponent's proposal gives the company the option, in implementing this proposal, of seeking approval after the material terms of the agreement are agreed upon, we do not believe that adoption of this proposal would unduly hinder management's ability to negotiate such agreements with potential executives. 04/30/04 - A Marriott International Inc. 571903202 03/08/04 555 (New) *MAR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 1,366 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Marshall & Ilsley Corp. *MI* 571834100 03/01/04 606 1 Elect Directors For For Mgmt 05/11/04 - A Masco Corp. *MAS* 574599106 03/15/04 1,161 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Mattel, Inc. *MAT* 577081102 03/17/04 1,062 1 Elect Directors For For Mgmt 1.1 Elect Director Eugene P. Beard --- For 1.2 Elect Director Michael J. Dolan --- For 1.3 Elect Director Robert A. Eckert --- For 1.4 Elect Director Tully M. Friedman --- For 1.5 Elect Director Ronald M. Loeb --- For 1.6 Elect Director Andrea L. Rich --- For 1.7 Elect Director Ronald L. Sargent --- For 1.8 Elect Director Christopher A. Sinclair --- For 1.9 Elect Director G. Craig Sullivan --- For 1.10 Elect Director John L. Vogelstein --- For 1.11 Elect Director Kathy Brittain White --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr While we share the proponent's concern about excessive executive compensation, we believe this proposal is too restrictive and would limit the flexibility of the compensation committee to design appropriate compensation structure for the executives. As such, this item does not warrant shareholder approval. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 350 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 05/06/04 - A MBIA Inc. *MBI* 55262C100 03/18/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 3,215 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 05/20/04 - A McDonald's Corp. *MCD* 580135101 03/22/04 3,285 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve/Amend Executive Incentive For For Mgmt Bonus Plan 04/27/04 - A MeadWestvaco Corp. *MWV* 583334107 03/01/04 696 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 641 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A MedImmune, Inc. *MEDI* 584699102 03/31/04 607 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A Mellon Financial Corp. *MEL* 58551A108 02/06/04 1,061 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 5,717 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/19/04 - A Mercury Interactive Corp. 589405109 03/22/04 301 *MERQ* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 2,378 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 1,870 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A MGIC Investment Corp. *MTG* 552848103 03/15/04 251 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 250 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 301 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 2,731 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/03/04 - A Motorola, Inc. *MOT* 620076109 03/05/04 6,151 1 Elect Directors For For Mgmt 1.1 Elect Director Edward Zander --- For 1.2 Elect Director H. Laurence Fuller --- For 1.3 Elect Director Judy Lewent --- For 1.4 Elect Director Walter Massey --- For 1.5 Elect Director Nicholas Negroponte --- For 1.6 Elect Director Indra Nooyi --- For 1.7 Elect Director John Pepper, Jr. --- For 1.8 Elect Director Samuel Scott III --- For 1.9 Elect Director Douglas Warner III --- For 1.10 Elect Director John White --- For 1.11 Elect Director Mike Zafirovski --- For 2 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 04/27/04 - A National City Corp. *NCC* 635405103 03/05/04 1,616 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/04 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/04 656 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A Newmont Mining Corp. (Holding 651639106 03/02/04 1,060 Company) *NEM* 1 Elect Directors For For Mgmt 1.1 Elect Director Glen A. Barton --- For 1.2 Elect Director Vincent A. Calarco --- For 1.3 Elect Director Michael S. Hamson --- For 1.4 Elect Director Leo I. Higdon, Jr. --- For 1.5 Elect Director Pierre Lassonde --- For 1.6 Elect Director Robert J. Miller --- For 1.7 Elect Director Wayne W. Murdy --- For 1.8 Elect Director Robin A. Plumbridge --- For 1.9 Elect Director John B. Prescott --- For 1.10 Elect Director Michael K. Reilly --- For 1.11 Elect Director Seymour Schulich --- For 1.12 Elect Director James V. Taranik --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote and any new pill be put to a shareholder vote. 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 100 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 05/11/04 - A NiSource Inc. *NI* 65473P105 03/16/04 875 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 352 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 1,110 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 604 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 473 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 04/15/04 - A Novell, Inc. *NOVL* 670006105 02/20/04 1,009 1 Elect Directors For For Mgmt 1.1 Elect Director Albert Aiello --- For 1.2 Elect Director Fred Corrado --- For 1.3 Elect Director Richard L. Crandall --- For 1.4 Elect Director Wayne Mackie --- For 1.5 Elect Director Claudia B. Malone --- For 1.6 Elect Director Jack L. Messman --- For 1.7 Elect Director Richard L. Nolan --- For 1.8 Elect Director Thomas G. Plaskett --- For 1.9 Elect Director John W. Poduska, Sr. --- For 1.10 Elect Director James D. Robinson, III --- For 1.11 Elect Director Kathy Brittain White --- For 2 Expense Stock Options Against For ShrHoldr 3 Performance-Based/Indexed Options Against For ShrHoldr We believe the company would benefit from making greater use of equity awards tied to performance measures. 4 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 453 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provision of Non-Audit Services by Against For ShrHoldr Independent Auditors Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 4 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A Nucor Corp. *NUE* 670346105 03/15/04 201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Occidental Petroleum Corp. 674599105 03/03/04 961 *OXY* 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald W. Burkle --- For 1.2 Elect Director John S. Chalsty --- For 1.3 Elect Director Edward P. Djerejian --- For 1.4 Elect Director R. Chad Dreier --- For 1.5 Elect Director John E. Feick --- For 1.6 Elect Director Ray R. Irani --- For 1.7 Elect Director Dale R. Laurance --- For 1.8 Elect Director Irvin W. Maloney --- For 1.9 Elect Director Rodolfo Segovia --- For 1.10 Elect Director Aziz D. Syriani --- For 1.11 Elect Director Rosemary Tomich --- For 1.12 Elect Director Walter L. Weisman --- For 2 Ratify Auditors For For Mgmt 3 Amend Non-Employee Director For For Mgmt Restricted Stock Plan 4 Prohibit Awards to Executives Against Against ShrHoldr We agree that setting executive compensation is the responsibility of an independent compensation committee. Furthermore, the company's compensation committee is comprised of independent outsiders, which minimizes any conflicts of interests between the management and shareholders. The prohibition of all future stock option and bonus programs would effect the company's ability to retain a large number of critical employees or attract qualified personnel. Furthermore, we believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and bonuses regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/14/04 - A Office Depot, Inc. *ODP* 676220106 03/10/04 807 1 Elect Directors For Split Mgmt 1.1 Elect Director Lee A. Ault III --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce Nelson, affiliated outsider David I. Fuente, and independent outsiders Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, Neil R. Austrian, and Lee A. Ault III. We recommend that shareholders WITHHOLD votes from Bruce Nelson, Michael J. Myers, James L. Heskett, W. Scott Hedrick, Brenda J. Gaines, David I. Fuente, Neil R. Austrian, and Lee A. Ault III for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Neil R. Austrian --- Withhold 1.3 Elect Director David W. Bernauer --- For 1.4 Elect Director Abelardo E. Bru --- For 1.5 Elect Director David I. Fuente --- Withhold 1.6 Elect Director Brenda J. Gaines --- Withhold 1.7 Elect Director Myra M. Hart --- For 1.8 Elect Director W. Scott Hedrick --- Withhold 1.9 Elect Director James L. Heskett --- Withhold 1.10 Elect Director Patricia H. McKay --- For 1.11 Elect Director Michael J. Myers --- Withhold 1.12 Elect Director Bruce Nelson --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/25/04 - A Omnicom Group Inc. *OMC* 681919106 04/09/04 503 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 05/14/04 - A Pactiv Corp. *PTV* 695257105 03/19/04 454 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A PepsiCo, Inc. *PEP* 713448108 03/12/04 4,497 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Akers --- For 1.2 Elect Director Robert E. Allen --- For 1.3 Elect Director Ray L. Hunt --- For 1.4 Elect Director Arthur C. Martinez --- For 1.5 Elect Director Indra K. Nooyi --- For 1.6 Elect Director Franklin D. Raines --- For 1.7 Elect Director Steven S. Reinemund --- For 1.8 Elect Director Sharon Percy Rockefeller --- For 1.9 Elect Director James J. Schiro --- For 1.10 Elect Director Franklin A. Thomas --- For 1.11 Elect Director Cynthia M. Trudell --- For 1.12 Elect Director Solomon D. Trujillo --- For 1.13 Elect Director Daniel Vasella --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the fact that the company's disclosure lags behind its peers, we recommend a vote in favor of this request. 04/27/04 - A PerkinElmer Inc. *PKI* 714046109 02/27/04 352 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 19,681 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 04/21/04 - A PG&E Corp. *PCG* 69331C108 02/23/04 1,060 1 Elect Directors For For Mgmt 1.1 Elect Director David R. Andrews --- For 1.2 Elect Director Leslie S. Biller --- For 1.3 Elect Director David A. Coulter --- For 1.4 Elect Director C. Lee Cox --- For 1.5 Elect Director Robert D. Glynn, Jr. --- For 1.6 Elect Director David M. Lawrence, MD --- For 1.7 Elect Director Mary S. Metz --- For 1.8 Elect Director Barry Lawson Williams --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans. 5 Require Directors be a Link-Free Against Against ShrHoldr Directors Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 6 Adopt Radioactive Waste Policy Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Limit Executive Compensation Against Against ShrHoldr Because the company already targets compensation to peer levels and ties compensation to long-term performance objectives, and because the company's compensation committee is composed entirely of independent outsiders, we do not think that the proponent's overly restrictive proposal warrants shareholder support. 05/28/04 - A Phelps Dodge Corp. *PD* 717265102 04/08/04 201 1 Elect Directors For For Mgmt 1.1 Elect Director Marie L. Knowles --- For 1.2 Elect Director Jon C. Madonna --- For 1.3 Elect Director Gordon R. Parker --- For 1.4 Elect Director Robert D. Johnson --- For 2 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Phelps Dodge's charitable programs support causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 05/19/04 - A Pinnacle West Capital Corp. 723484101 03/19/04 401 *PNW* 1 Elect Directors For For Mgmt 1.1 Elect Director Roy A. Herberger, Jr. --- For 1.2 Elect Director Humberto S. Lopez --- For 1.3 Elect Director Kathryn L. Munro --- For 1.4 Elect Director William L. Stewart --- For 2 Ratify Auditors For For Mgmt 3 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr Based on the tight regulation of the nuclear power industry by the NRC, the detailed compliance reports available on the NRC website, and our concern with the value of the requested report to shareholders, we recommend that shareholders oppose this request. 05/10/04 - A Pitney Bowes Inc. *PBI* 724479100 03/12/04 655 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 656 Inc. *PCL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rick R. Holley --- For We recommend a vote FOR the directors with the exception of affiliated outsider David D. Leland. We recommend that shareholders WITHHOLD votes from David D. Leland for standing as an affiliated outsider on the Audit & Compliance and Corporate Governance & Nominating committees. 1.2 Elect Director Ian B. Davidson --- For 1.3 Elect Director Robin Josephs --- For 1.4 Elect Director David D. Leland --- Withhold 1.5 Elect Director John G. McDonald --- For 1.6 Elect Director Hamid R. Moghadam --- For 1.7 Elect Director John H. Scully --- For 1.8 Elect Director Stephen C. Tobias --- For 1.9 Elect Director Carl B. Webb --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Endorse CERES Principles Against Against ShrHoldr We will continue to evaluate the company's reporting on these issues to assess whether adoption of the CERES Principles may benefit the company in the future; however, in light of the company's existing environmental principles, its participation in the SFI, and other environmental initiatives and partnerships, we do not believe that endorsement of the CERES Principles is necessary at this time 05/14/04 - A PMC-Sierra, Inc. *PMCS* 69344F106 03/15/04 504 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert Bailey --- For We recommend a vote FOR the directors with the exception of affiliated outsider James Diller. We recommend that shareholders WITHHOLD votes from James Diller for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Alexandre Balkanski --- For 1.3 Elect Director Richard Belluzzo --- For 1.4 Elect Director James Diller --- Withhold 1.5 Elect Director Jonathan Judge --- For 1.6 Elect Director William Kurtz --- For 1.7 Elect Director Frank Marshall --- For 1.8 Elect Director Lewis Wilks --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A PNC Financial Services Group, 693475105 02/27/04 755 Inc. *PNC* 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul Chellgren --- For We recommend a vote FOR the directors with the exception of Richard B. Kelson. We recommend that shareholders WITHHOLD votes from Richard B. Kelson for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Robert Clay --- For 1.3 Elect Director J. Gary Cooper --- For 1.4 Elect Director George Davidson, Jr. --- For 1.5 Elect Director Richard Kelson --- Withhold 1.6 Elect Director Bruce Lindsay --- For 1.7 Elect Director Anthony Massaro --- For 1.8 Elect Director Thomas O'Brien --- For 1.9 Elect Director Jane Pepper --- For 1.10 Elect Director James Rohr --- For 1.11 Elect Director Lorene Steffes --- For 1.12 Elect Director Dennis Strigl --- For 1.13 Elect Director Stephen Thieke --- For 1.14 Elect Director Thomas Usher --- For 1.15 Elect Director Milton Washington --- For 1.16 Elect Director Helge Wehmeier --- For 04/15/04 - A PPG Industries, Inc. *PPG* 693506107 02/17/04 404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A PPL Corp. *PPL* 69351T106 02/27/04 603 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A Praxair, Inc. *PX* 74005P104 03/01/04 808 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Approve Stockholder Protection For For Mgmt Rights Agreement 05/18/04 - A Principal Financial Group, 74251V102 03/19/04 960 Inc. *PFG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 682 1 Elect Directors For For Mgmt 2 Prohibit Awards to Executives Against Against ShrHoldr 05/18/04 - A ProLogis *PLD* 743410102 03/17/04 600 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 706 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 1,367 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against Against ShrHoldr 04/20/04 - A Public Service Enterprise 744573106 02/20/04 706 Group Inc. *PEG* 1 Elect Directors For For Mgmt 1.1 Elect Director Albert R. Gamper, Jr. --- For 1.2 Elect Director Ernest H. Drew --- For 1.3 Elect Director William V. Hickey --- For 1.4 Elect Director Richard J. Swift --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Require Two Candidates for Each Against For ShrHoldr Board Seat Since approval of this proposal will provide shareholders with greater choice during the director election process, we recommend that shareholders support this initiative 05/13/04 - A Pulte Homes Inc. *PHM* 745867101 03/16/04 302 1 Elect Directors For For Mgmt 1.1 Elect Director Richard J. Dugas, Jr. --- For 1.2 Elect Director David N. McCammon --- For 1.3 Elect Director William J. Pulte --- For 1.4 Elect Director Francis J. Sehn --- For 1.5 Elect Director Michael E. Rossi --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditor Against For ShrHoldr Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 05/04/04 - A Quest Diagnostics, 74834L100 03/08/04 203 Incorporated *DGX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Qwest Communications 749121109 03/26/04 4,636 International Inc. *Q* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas J. Donohue --- For 1.2 Elect Director Peter S. Hellman --- For 1.3 Elect Director Vinod Khosla --- For 1.4 Elect Director K. Dane Brooksher --- For 2 Declassify the Board of Directors For Against Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that compensation and benefits of senior executives in a company should align with the long-term interests of shareholders and should be carefully examined by a compensation committee comprised of independent outsiders. In this case, the Compensation and Human Resource Committee includes affiliated directors according to our definition of director independence. Moreover, we believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 5 Require Majority of Independent Against For ShrHoldr Directors on Board Applying our guidelines on independence to Qwest, a majority of the current board members are independent outsiders. The board has agreed that at least two-thirds of its members must be independent under NYSE rule pursuant to a pending settlement agreement. Note, however, that the Audit and Compensation & Human Resources committees include affiliated outsiders according to our definition of independence. Although we do not agree with all of the proponent's stringent classifications of independent directors, we believe this proposal sends an important message to management to increase independence on the board, which is in shareholders' best interests. 05/20/04 - A Radioshack Corp. *RSH* 750438103 03/23/04 503 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Belatti --- For We recommend a vote FOR the directors with the exception of independent outsider Lawrence V. Jackson. We recommend that shareholders WITHHOLD votes from Lawrence V. Jackson for poor attendance. 1.2 Elect Director Ronald E. Elmquist --- For 1.3 Elect Director Robert S. Falcone --- For 1.4 Elect Director Daniel R. Feehan --- For 1.5 Elect Director Richard J. Hernandez --- For 1.6 Elect Director Lawrence V. Jackson --- Withhold 1.7 Elect Director Robert J. Kamerschen --- For 1.8 Elect Director H. Eugene Lockhart --- For 1.9 Elect Director Jack L. Messman --- For 1.10 Elect Director William G. Morton, Jr. --- For 1.11 Elect Director Thomas G. Plaskett --- For 1.12 Elect Director Leonard H. Roberts --- For 1.13 Elect Director Edwina D. Woodbury --- For 2 Approve Deferred Compensation Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/05/04 - A Raytheon Co. *RTN* 755111507 03/08/04 1,059 1 Elect Directors For For Mgmt 1.1 Elect Director John M. Deutch --- For 1.2 Elect Director Michael C. Ruettgers --- For 1.3 Elect Director William R. Spivey --- For 1.4 Elect Director William H. Swanson --- For 1.5 Elect Director Linda G. Stuntz --- For 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. The board has taken an important first step in addressing shareholder concerns by redeeming an existing pill. However, the board has not fully complied with the previously supported shareholder proposals regarding poison pills. We consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. Further, we apply a one year test where the proposal was approved with a majority of the shares outstanding, as was the case in 2003. With respect to the shareholder proposal regarding poison pills, we do not consider the shareholder approval clocks as having been reset because of the company's half-step towards implementing the will of shareholders. We will closely monitor management's response to this year's vote on this proposal and, if necessary, will recommend the withholding of votes for nominated directors at next year's meeting. 5 Declassify the Board of Directors Against Against ShrHoldr 6 Implement MacBride Principles Against Against ShrHoldr 7 Expense Stock Options Against For ShrHoldr By not subtracting the cost of options, companies can report artificially high earnings that distort true operating performance and lead to abuses of executive pay. Expensing would discipline compensation practices and level the accounting playing field among different forms of pay, including other types of equity-based awards, such as indexed options and restricted stock, which currently must be charged to earnings. More important, expensing would provide earnings clarity, which would help restore investor confidence. 8 Submit Executive Pension Benefit to Against For ShrHoldr Vote We believe that shareholders should have the opportunity to vote on extraordinary pension benefits beyond those offered under employee-wide plans, such as credit for years of service not actually worked, preferential benefit formulas, and accelerated vesting of pension benefits. Because the company's SERP appears to confer extraordinary benefits not included in employee-wide plans, we believe that the SERP proposal warrants shareholder support. 9 Limit Executive Compensation Against Against ShrHoldr Although each element of the proposal has aspects that cause us to vote against the proposal, it is important to re-emphasize that had we been in favor of any of the elements, we would nevertheless had to vote against the whole proposal. Therefore, it is important to ensure that proposals are sufficiently focused - as far as possible, proposals should focus on a specific element rather than attempt to cover a general list of points. 06/08/04 - A Regions Financial Corp. *RF* 758940100 04/27/04 604 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Margaret H. Greene --- Withhold We recommend a vote FOR the directors with the exception of independent outsider Margaret H. Greene. We recommend that shareholders WITHHOLD votes from Margaret H. Greene for poor attendance. 2.2 Elect Director Carl E. Jones, Jr. --- For 2.3 Elect Director Susan W. Matlock --- For 2.4 Elect Director John H. Watson --- For 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 5 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/03/04 - A Rohm and Haas Co. *ROH* 775371107 03/05/04 506 1 Elect Directors For For Mgmt 1.1 Elect Director William J. Avery --- For 1.2 Elect Director J. Michael Fitzpatrick --- For 1.3 Elect Director Earl G. Graves, Sr. --- For 1.4 Elect Director Raj L. Gupta --- For 1.5 Elect Director David W. Haas --- For 1.6 Elect Director Thomas W. Haas --- For 1.7 Elect Director James A. Henderson --- For 1.8 Elect Director Richard L. Keyser --- For 1.9 Elect Director Jorge P. Montoya --- For 1.10 Elect Director Sandra O. Moose --- For 1.11 Elect Director Gilbert S. Omenn --- For 1.12 Elect Director Gary L. Rogers --- For 1.13 Elect Director Ronaldo H. Schmitz --- For 1.14 Elect Director Marna C. Whittington --- For 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 301 1 Elect Directors For For Mgmt 05/07/04 - A Ryder System, Inc. *R* 783549108 03/12/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/04 - A SAFECO Corp. *SAFC* 786429100 03/08/04 402 1 Elect Directors For For Mgmt 1.1 Elect Director Robert S. Cline --- For 1.2 Elect Director G. Thompson Hutton --- For 1.3 Elect Director William W. Krippaehne, Jr. --- For 1.4 Elect Director Michael S. McGavick --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We note that the company has both positive one-year and three-year total shareholder return. We further note that the company has been proactive in its effort to link pay and performance among its top executives and that executive compensation is analyzed by an independent Compensation Committee. We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/20/04 - A Safeway Inc. *SWY* 786514208 03/25/04 1,161 1 Elect Directors For Split Mgmt 1.1 Elect Director Steven A. Burd --- Withhold A key issue for investors as they sift through questions raised about performance, relationships and related party transactions is whether or not Safeway's board is fulfilling its fiduciary obligation to shareholders by providing effective management oversight. Recent corporate governance reforms are steps in the right direction, but are they a sufficient antidote to a legacy of relationships that extends back almost two decades? Criticisms of Safeway's performance are modestly compelling. Safeway's performance record over the last five years has been less than favorable. Some critics put the blame for this performance problem squarely on the shoulders of Mr. Burd. At the same time, most of Safeway's peer group has struggled. The recent earnings report is a mixed bag and continues to highlight trends that have impacted Safeway and its competitors over the last few years. If this "vote no" campaign were solely a referendum on performance, it would likely not have gained the traction and momentum that we have seen in recent weeks. The related party transactions and disclosure issues that have been highlighted by the dissidents are of concern. Mr. Tauscher's related party transactions are historical and not monetarily significant, and, hence, we do not recommend withholding from Mr. Tauscher on those grounds alone. However, we do point out that this board needs to be more diligent and critical in its views on and disclosures of related party transactions going forward. A more significant concern is the continuing KKR influence on the board. With the company's recent announcement of Mr. Greene and Mr. Roberts stepping down from the board, the "KKR connection criticism is slightly mitigated. The remaining "KKR connection" on the board centers on Mr. MacDonnell and Mr. Hazen. Mr. Hazen is not a current nominee. Mr. MacDonnell is a former KKR partner and currently retired. As such, we do not recommend withholding from Mr. MacDonnell. As we sift through the issues of failed transactions, undisclosed connections, and a board dominated by an outside entity, there is one constant ' Mr. Burd. Our recommendation to withhold from Mr. Burd is not a referendum on Mr. Burd's continuation as CEO, nor should it be. That is for the board to judge. Rather, we focus on the performance of this board and the accountability of its CEO/chairman. In that light, one cannot disregard the ties that bind this board, including Mr. Burd, to KKR. In its most recent governance reform, the company announced the election of Mr. Hazen as lead director. Mr. Hazen's ties to KKR disqualify him as a strong counterbalance to Chairman Burd. We acknowledge that the board has few options for selection of a strong independent chairman from its existing directors, but we must note that the board created this problem by failing to replace the KKR directors in a timely fashion following the liquidation of KKR's equity interest. The board now must find independent candidates to fill the three seats being vacated. We hope that one of these new nominees will emerge as a good choice for chairman. The recently announced reforms are a partial step towards resolving the KKR legacy issues. It demands a complete solution. New names and expertise are needed on this board, including a new independent board chairman. We acknowledge that this board has improved its corporate governance, but we believe they haven't gone far enough. We note that a separate proposal on this ballot provides shareholders a voice on the issue of an independent chairman. Nevertheless, the collective history of relationships between KKR and Safeway cannot be ignored. Naming a strong independent chairman is the one reform that would set the company on the right path. 1.2 Elect Director Robert I. MacDonnell --- For 1.3 Elect Director William Y. Tauscher --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Repricing of Options For For Mgmt 5 Amend Bylaws to Require Independent Against For ShrHoldr Director as Chairman of the Board On May 3, 2004, the company announced the election of Paul Hazen as lead independent director. The company believes that it has met our standards on an independent lead director. However, as discussed more fully in the Elect Directors section, we believe that Mr. Hazen's ties to KKR preclude him from acting as a strong counterbalance to Mr. Burd. We believe that Safeway's board requires a strong independent chairman. Since approval of this proposal will ensure the independence of the chairman of the board, we support this proposal. 6 Provide for Cumulative Voting Against Against ShrHoldr 7 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 8 Prepare Sustainability Report Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Expense Stock Options Against For ShrHoldr We support the expensing of options. We believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Because the company has made a commitment to expense options, we believe that management intends to support this proposal at its upcoming annual meeting. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 8,498 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 04/27/04 - A Schering-Plough Corp. *SGP* 806605101 03/05/04 3,843 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 1,415 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 05/05/04 - A Sealed Air Corp. *SEE* 81211K100 03/08/04 201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Sears, Roebuck & Co. *S* 812387108 03/15/04 658 1 Elect Directors For For Mgmt 1.1 Elect Director William L. Bax --- For 1.2 Elect Director Donald J. Carty --- For 1.3 Elect Director Alan J. Lacy --- For 1.4 Elect Director Hugh B. Price --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company refuses to put any future pill to a shareholder vote, and because the pill proposal has received shareholder support in each of the past two years, we recommend that shareholders support this proposal. 5 Establish Other Board Committee Against For ShrHoldr Since the underlying purpose of this proposal is to provide an effective communication mechanism between the company's shareholders and its board, we believe it to be in the best interest of the shareholders. As such, this proposal warrants a shareholder approval. 05/04/04 - A Sempra Energy *SRE* 816851109 03/09/04 759 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 6 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In the case of Sempra Energy, the tax and other fees is represents only 17.62 percent of the total fees paid to the auditor for 2003. In view of the reasonable level of non-audit fees for 2003 and the Audit Committee procedures for mitigating potential conflicts of interest, we do not believe support of this proposal is warranted at this time. 7 Separate Chairman and CEO Positions Against Against ShrHoldr 06/23/04 - A Siebel Systems, Inc. *SEBL* 826170102 04/29/04 1,262 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Abstain For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 555 *SPG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 1,162 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/22/04 - A Snap-on Incorporated *SNA* 833034101 02/23/04 200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Southern Company *SO* 842587107 03/29/04 1,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Outside Director Stock in For For Mgmt Lieu of Cash 04/21/04 - A SouthTrust Corp. *SOTR* 844730101 02/20/04 860 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 05/19/04 - A Southwest Airlines Co. *LUV* 844741108 03/23/04 1,995 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert D. Kelleher --- Withhold We recommend a vote FOR the directors with the exceptions of C. Webb Crockett, June M. Morris and Herbert D. Kelleher. We recommend that shareholders WITHHOLD votes from June M. Morris for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board, C. Webb Crockett for standing as affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board, and Herbert D. Kelleher for failure to establish a majority independent board. 1.2 Elect Director Rollin W. King --- For 1.3 Elect Director June M. Morris --- Withhold 1.4 Elect Director C. Webb Crockett --- Withhold 1.5 Elect Director William P. Hobby --- For 1.6 Elect Director Travis C. Johnson --- For 2 Ratify Auditors For For Mgmt 04/20/04 - A Sprint Corp. *FON* 852061100 02/20/04 2,324 1 Elect Directors For Split Mgmt 1.1 Elect Director Gordon M. Bethune --- For In light of the persistent and questionable judgment displayed by the board, we recommend a WITHHOLD vote from Linda Koch Lorimer as the only continuing director up for re-election. It is our stance that if the remaining continuing directors were up for re-election, we would recommend a withhold vote from those board members as well. 1.2 Elect Director E. Linn Draper, Jr. --- For 1.3 Elect Director Deborah A. Henretta --- For 1.4 Elect Director Linda Koch Lorimer --- Withhold 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr We support the general principal of performance-based compensation, and believes that there should be strong linkage between company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting are directly tied to the attainment of disclosed performance criteria and the associated hurdle rates. Sprint's long-term incentive program utilizes time-based restricted stock grants and stock options in 2003. Only the short-term incentive compensation is tied to a pre-established performance criteria. As for stock options, the nature of the stock price element is the performance feature of the long-term incentive. Therefore, executives will receive a benefit only when the stock price increases. In light of Sprint's non performance-based equity grants and Mr. Forsee's 2003 compensation package, we recommend a vote in favor of this proposal in this case. 4 Limit Executive Compensation Against Against ShrHoldr We agree with the spirit of the proposal and has repeatedly stressed its concern throughout this analysis of the compensation package of chief executive officer Gary Forsee. However, this proposal would arbitrarily set caps on salary, bonus, and equity awards regardless of the company's performance. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Foreign Outsourcing Against Abstain ShrHoldr 04/20/04 - A Sprint Corp. *FON* 852061506 02/20/04 100 1 Elect Directors For Split Mgmt 1.1 Elect Director Gordon M. Bethune --- For In light of the persistent and questionable judgment displayed by the board, we recommend a WITHHOLD vote from Linda Koch Lorimer as the only continuing director up for re-election. It is our stance that if the remaining continuing directors were up for re-election, we would recommend a withhold vote from those board members as well. 1.2 Elect Director E. Linn Draper, Jr. --- For 1.3 Elect Director Deborah A. Henretta --- For 1.4 Elect Director Linda Koch Lorimer --- Withhold 2 Ratify Auditors For For Mgmt 3 Performance- Based/Indexed Options Against For ShrHoldr We support the general principal of performance-based compensation, and believes that there should be strong linkage between company's performance and compensation at the senior executive level. We also favor the use of equity grants whose grant or vesting are directly tied to the attainment of disclosed performance criteria and the associated hurdle rates. Sprint's long-term incentive program utilizes time-based restricted stock grants and stock options in 2003. Only the short-term incentive compensation is tied to a pre-established performance criteria. As for stock options, the nature of the stock price element is the performance feature of the long-term incentive. Therefore, executives will receive a benefit only when the stock price increases. In light of Sprint's non performance-based equity grants and Mr. Forsee's 2003 compensation package, we recommend a vote in favor of this proposal in this case. 4 Limit Executive Compensation Against Against ShrHoldr We agree with the spirit of the proposal and has repeatedly stressed its concern throughout this analysis of the compensation package of chief executive officer Gary Forsee. However, this proposal would arbitrarily set caps on salary, bonus, and equity awards regardless of the company's performance. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Foreign Outsourcing Against Abstain ShrHoldr 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 456 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 1,312 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 506 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 808 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 05/14/04 - A SunGard Data Systems Inc. 867363103 03/15/04 708 *SDS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory S. Bentley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Gregory S. Bentley. We recommend that shareholders WITHHOLD votes from Gregory S. Bentley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael C. Brooks --- For 1.3 Elect Director Cristobal Conde --- For 1.4 Elect Director Ramon de Oliveira --- For 1.5 Elect Director Henry C. Duques --- For 1.6 Elect Director Albert A. Eisenstat --- For 1.7 Elect Director Bernard Goldstein --- For 1.8 Elect Director Janet Brutschea Haugen --- For 1.9 Elect Director James L. Mann --- For 1.10 Elect Director Malcolm I. Ruddock --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A SUPERVALU Inc. *SVU* 868536103 04/01/04 552 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director Jeffrey Noodle --- For 1.3 Elect Director Steven S. Rogers --- For 1.4 Elect Director Ronald E. Daly --- For 1.5 Elect Director Marissa Peterson --- For 2 Ratify Auditors For For Mgmt 3 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Therefore, given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Symbol Technologies, Inc. 871508107 03/01/04 730 *SBL* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Synovus Financial Corp. *SNV* 87161C105 02/17/04 808 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Target Corporation *TGT* 87612E106 03/22/04 2,328 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A TECO Energy, Inc. *TE* 872375100 02/18/04 504 1 Elect Directors For For Mgmt 1.1 Elect Director Tom L. Rankin --- For 1.2 Elect Director William D. Rockford --- For 1.3 Elect Director J. Thomas Touchton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Expense Stock Options Against For ShrHoldr Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/22/04 - A Tellabs, Inc. *TLAB* 879664100 02/23/04 1,060 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/27/04 - A Teradyne, Inc. *TER* 880770102 04/05/04 554 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Adams --- For 1.2 Elect Director David L. Boren --- For 1.3 Elect Director Daniel A. Carp --- For 1.4 Elect Director Thomas J. Engibous --- For 1.5 Elect Director Gerald W. Fronterhouse --- For 1.6 Elect Director David R. Goode --- For 1.7 Elect Director Wayne R. Sanders --- For 1.8 Elect Director Ruth J. Simmons --- For 1.9 Elect Director Richard K. Templeton --- For 1.10 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/28/04 - A Textron Inc. *TXT* 883203101 03/05/04 302 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Stock-for-Salary/Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Foreign Weapons Sales Against Against ShrHoldr 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Cease Charitable Contributions Against Against ShrHoldr 04/28/04 - A The AES Corp. *AES* 00130H105 03/03/04 1,664 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A The Allstate Corp. *ALL* 020002101 03/19/04 1,870 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Provide for Cumulative Voting Against Against ShrHoldr 04/13/04 - A The Bank Of New York Co., Inc. 064057102 02/23/04 1,972 *BK* 1 Elect Directors For For Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For 1.2 Elect Director Nicholas M. Donofrio --- For 1.3 Elect Director Alan R. Griffith --- For 1.4 Elect Director Gerald L. Hassell --- For 1.5 Elect Director Richard J. Kogan --- For 1.6 Elect Director Michael J. Kowalski --- For 1.7 Elect Director John A. Luke, Jr. --- For 1.8 Elect Director John C. Malone --- For 1.9 Elect Director Paul Myners, CBE --- For 1.10 Elect Director Robert C. Pozen --- For 1.11 Elect Director Catherine A. Rein --- For 1.12 Elect Director Thomas A. Renyi --- For 1.13 Elect Director William C. Richardson --- For 1.14 Elect Director Brian L. Roberts --- For 1.15 Elect Director Samuel C. Scott III --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Report on Political Contributions Against Against ShrHoldr In light of the potential costs associated with the requested report, we recommend that shareholders oppose this request. 5 Limit Executive Compensation Against Against ShrHoldr 6 Limit Composition of Committee to Against Against ShrHoldr Independent Directors 7 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 04/27/04 - A The Black & Decker Corp. *BDK* 091797100 02/17/04 201 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Restricted Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 2,174 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold We recommend a vote FOR the directors with the exceptions of Rozanne L. Ridgway, John E. Bryson, and John H. Biggs. We recommend that shareholders WITHHOLD votes from Rozanne L. Ridgway, John E. Bryson, and John H. Biggs for failure to implement the board declassification and removal of the supermajority vote provision proposals. 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against Abstain ShrHoldr Conduct 6 Declassify the Board of Directors Against Against ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares In this case, although the company has stock ownership guidelines that range from one to six times base salary (four to six times base salary for named executive officers), in the absence of any long-term ownership requirement or meaningful retention ratio policy, we recommend a vote FOR this proposal. 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 3,587 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 453 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director David H. Hoag --- For 1.8 Elect Director Klaus J. Mangold --- For 1.9 Elect Director Sir David G. Scholey, CBE --- For 1.10 Elect Director Raymond G. H. Seitz --- For 1.11 Elect Director Lawrence M. Small --- For 1.12 Elect Director Daniel E. Somers --- For 1.13 Elect Director Karen Hastie Williams --- For 1.14 Elect Director James M. Zimmerman --- For 1.15 Elect Director Alfred W. Zollar --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chubb, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Furthermore, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly or difficult to gather and publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 04/21/04 - A The Coca-Cola Company *KO* 191216100 02/23/04 6,323 1 Elect Directors For Split Mgmt 1.1 Elect Director Herbert A. Allen --- For We recommend a vote FOR the directors with the exception of Warren E. Buffett. We recommend that shareholders WITHHOLD votes from Warren E. Buffett for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Ronald W. Allen --- For 1.3 Elect Director Cathleen P. Black --- For 1.4 Elect Director Warren E. Buffett --- Withhold 1.5 Elect Director Douglas N. Daft --- For 1.6 Elect Director Barry Diller --- For 1.7 Elect Director Donald R. Keough --- For 1.8 Elect Director Susan Bennett King --- For 1.9 Elect Director Maria Elena Lagomasino --- For 1.10 Elect Director Donald F. Mchenry --- For 1.11 Elect Director Robert L. Nardelli --- For 1.12 Elect Director Sam Nunn --- For 1.13 Elect Director J. Pedro Reinhard --- For 1.14 Elect Director James D. Robinson III --- For 1.15 Elect Director Peter V. Ueberroth --- For 1.16 Elect Director James B. Williams --- For 2 Ratify Auditors For For Mgmt 3 Report on Operational Impact of For For ShrHoldr HIV/AIDS Pandemic 4 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Submit Executive Compensation to Against For ShrHoldr Vote We are concerned with the disparate treatment given to senior executives. Therefore, we recommend voting FOR the proposal. 7 Submit Executive Compensation to Against Against ShrHoldr Vote 8 Implement China Principles Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 05/13/04 - A The Dow Chemical Company *DOW* 260543103 03/15/04 2,418 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Report on Social Initiatives in Against Abstain ShrHoldr Bhopal 05/12/04 - A The Gap, Inc. *GPS* 364760108 03/15/04 2,374 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr 05/20/04 - A The Gillette Co. *G* 375766102 03/22/04 2,680 1 Elect Directors For For Mgmt 1.1 Elect Director Edward F. DeGraan --- For 1.2 Elect Director Wilbur H. Gantz --- For 1.3 Elect Director James M. Kilts --- For 1.4 Elect Director Jorge Paulo Lemann --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Prohibit Auditor from Providing Against For ShrHoldr Non-Audit Services Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 6 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/20/04 - A The Hartford Financial 416515104 03/22/04 656 Services Group, Inc. *HIG* 1 Elect Directors For For Mgmt 1.1 Elect Director Ramani Ayer --- For 1.2 Elect Director Ronald E. Ferguson --- For 1.3 Elect Director Edward J. Kelly, III --- For 1.4 Elect Director Paul G. Kirk, Jr. --- For 1.5 Elect Director Thomas M. Marra --- For 1.6 Elect Director Gail J. McGovern --- For 1.7 Elect Director Robert W. Selander --- For 1.8 Elect Director Charles B. Strauss --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Gordon I. Ulmer --- For 1.11 Elect Director David K. Zwiener --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr While we understand the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/18/04 - A The Interpublic Group of 460690100 03/26/04 1,060 Companies, Inc. *IPG* 1 Elect Directors For Split Mgmt 1.1 Elect Director David A. Bell --- For We recommend a vote FOR the directors with the exception of independent outsider J. Phillip Samper. We recommend that shareholders WITHHOLD votes from J. Phillip Samper for poor attendance. 1.2 Elect Director Frank J. Borell --- For 1.3 Elect Director Reginald K. Brack --- For 1.4 Elect Director Jill M. Considine --- For 1.5 Elect Director Christopher J. Coughlin --- For 1.6 Elect Director John J. Donner, Jr. --- For 1.7 Elect Director Richard A. Goldstein --- For 1.8 Elect Director H. John Greenlaus --- For 1.9 Elect Director Michael I. Roth --- For 1.10 Elect Director J. Phillip Samper --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 5 MacBride Principles Against Against ShrHoldr 06/24/04 - A The Kroger Co. *KR* 501044101 04/26/04 1,972 1 Elect Directors For For Mgmt 1.1 Elect Director John L. Clendenin --- For 1.2 Elect Director David B. Dillon --- For 1.3 Elect Director David B. Lewis --- For 1.4 Elect Director Don W. McGeorge --- For 1.5 Elect Director W. Rodney McMullen --- For 1.6 Elect Director Susan M. Phillips --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Separate Chairman and CEO Positions Against Against ShrHoldr 5 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Furthermore, we believe that a company's severance provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. However, in this case, the proposal does not call for the option of seeking approval after the material terms of the agreement are agreed upon. Because it is not practical to obtain prior shareholder approval for these agreements, we believe that the proposal as mandated by the proponent is too restrictive. As such, we do not believe this proposal warrants shareholder support at this time. 05/21/04 - A The May Department Stores Co. 577778103 04/02/04 756 *MAY* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 04/28/04 - A The McGraw-Hill Companies, 580645109 03/09/04 604 Inc. *MHP* 1 Elect Directors For For Mgmt 1.1 Elect Director Pedro Aspe --- For 1.2 Elect Director Robert P. McGraw --- For 1.3 Elect Director Hilda Ochoa-Brillembourg --- For 1.4 Elect Director Edward B. Rust, Jr. --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that we recommend. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 04/13/04 - A The New York Times Co. *NYT* 650111107 02/17/04 454 1 Elect Directors For For Mgmt 2 Approve A Non-Employee Director For Against Mgmt Stock Incentive Plan We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.85 percent is above the allowable cap for this company of 8.16 percent. 3 Ratify Auditors For For Mgmt 04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 506 1 Elect Directors For For Mgmt 2 Amend Articles to Issue Shares For For Mgmt without Issuing Physical Certificates 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 04/28/04 - A The Sherwin-Williams Co. *SHW* 824348106 02/23/04 553 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Boland --- For We recommend a vote FOR the directors with the exception of independent outsiders Curtis E. Moll and Susan J. Kropf. We recommend that shareholders WITHHOLD votes from Curtis E. Moll and Susan J. Kropf for poor attendance. 1.2 Elect Director John G. Breen --- For 1.3 Elect Director Duane E. Collins --- For 1.4 Elect Director Christopher M. Connor --- For 1.5 Elect Director Daniel E. Evans --- For 1.6 Elect Director Susan J. Kropf --- Withhold 1.7 Elect Director Robert W. Mahoney --- For 1.8 Elect Director Gary E. McCullough --- For 1.9 Elect Director A. Malachi Mixon, III --- For 1.10 Elect Director Curtis E. Moll --- Withhold 1.11 Elect Director Joseph M. Scaminace --- For 1.12 Elect Director Richard K. Smucker --- For 2 Amend Bylaws For Against Mgmt Since the proposed amendment to regulations is a bundled proposal and we oppose the one regarding written consent, we recommend against this item. 3 Amend Bylaws For For Mgmt 4 Amend Nomination Procedures for the For For Mgmt Board 5 Ratify Auditors For For Mgmt 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 1,316 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Implement ILO Based Code of Conduct Against Abstain ShrHoldr 4 Report on Vendor Standards Against Abstain ShrHoldr 5 Declassify the Board of Directors Against Against ShrHoldr 05/20/04 - A The Williams Companies, Inc. 969457100 03/26/04 1,363 *WMB* 1 Elect Directors For For Mgmt 1.1 Elect Director Charles M. Lillis --- For 1.2 Elect Director William G. Lowrie --- For 1.3 Elect Director Joseph H. Williams --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr We believe that an independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, we believe this proposal is too restrictive, as it would limit equity awards to time-based restricted shares. As such, this item does not warrant shareholder approval. 05/18/04 - A Thermo Electron Corp. *TMO* 883556102 03/26/04 554 1 Elect Directors For For Mgmt 1.1 Elect Director Marijn E. Dekkers --- For 1.2 Elect Director Robert A. McCabe --- For 1.3 Elect Director Robert W. O'Leary --- For 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against Against ShrHoldr The company currently uses restricted stock as part of its long-term incentive compensation for executives. However, the company's proxy materials do not specify the performance or vesting requirements of such awards. Although we generally support restricted stock grants as part of overall executive compensation, we do not believe that companies should be limited or constrained in their selection of award types. Although one may argue that the level of equity compensation at the company is not proportional to its performance, we do not believe that this proposal represents the solution to potential or perceived pay-for-performance disconnects. In addition, the proposal is too restrictive as it requires: (1) the absolute substitution of restricted for stock options and (2) a 100 percent retention ratio. 05/05/04 - A Thomas & Betts Corp. *TNB* 884315102 03/15/04 300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 404 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Time Warner Inc *TWX* 887317105 03/23/04 11,986 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Barksdale --- For 1.2 Elect Director Stephen F. Bollenbach --- For 1.3 Elect Director Stephen M. Case --- For 1.4 Elect Director Frank J. Caufield --- For 1.5 Elect Director Robert C. Clark --- For 1.6 Elect Director Miles R. Gilburne --- For 1.7 Elect Director Carla A. Hills --- For 1.8 Elect Director Reuben Mark --- For 1.9 Elect Director Michael A. Miles --- For 1.10 Elect Director Kenneth J. Novack --- For 1.11 Elect Director Richard D. Parsons --- For 1.12 Elect Director R. E. Turner --- For 1.13 Elect Director Francis T. Vincent, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Adopt China Principles Against Against ShrHoldr 4 Report on Pay Disparity Against Abstain ShrHoldr Due to escalating executive pay and the fact that the report requested will shed some light on company's pay practices and policies, we believe that this proposal warrants shareholder approval. 06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 554 1 Elect Directors For For Mgmt 1.1 Elect Director RoAnn Costin --- For 1.2 Elect Director John H. Eyler, Jr. --- For 1.3 Elect Director Roger N. Farah --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Cinda A. Hallman --- For 1.6 Elect Director Calvin Hill --- For 1.7 Elect Director Nancy Karch --- For 1.8 Elect Director Norman S. Matthews --- For 1.9 Elect Director Arthur B. Newman --- For 1.10 Elect Director Frank R. Noonan --- For 2 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 806 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 05/12/04 - A Tupperware Corp. *TUP* 899896104 03/15/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A TXU Corp. *TXU* 873168108 03/22/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director Derek C. Bonham --- For 1.2 Elect Director E. Gail de Planque --- For 1.3 Elect Director William M. Griffin --- For 1.4 Elect Director Kerney Laday --- For 1.5 Elect Director Jack E. Little --- For 1.6 Elect Director Erle Nye --- For 1.7 Elect Director J.E. Oesterreicher --- For 1.8 Elect Director Michael W. Ranger --- For 1.9 Elect Director Herbert H. Richardson --- For 1.10 Elect Director C. John Wilder --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We believe that the company has established a suitable performance-based compensation program which rewards executives on the basis of total shareholder returns relative to a peer group index. We also note that the Organization and Compensation Committee did not pay any annual incentive awards to four of the five top executive officers based on 2003 performance. The amount reported as bonus for Eric H. Peterson, Executive Vice President and General Counsel, represents a special bonus awarded in February 2003 in recognition of his contributions to the company in his area of responsibility. In view of these factors, as well as the proposal's restrictive requirement that all options and restricted shares be held until 90 days after an officers termination, we believe this proposal is unnecessary. 04/20/04 - A U.S. Bancorp *USB* 902973304 02/26/04 4,969 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Victoria Buyniski Gluckman --- Withhold We recommend withholding votes from all nominees. We recommend that shareholders WITHHOLD votes from independent outsider Richard G. Reiten for poor attendance and for failure to implement the "declassification of the board" shareholder proposal. We also recommend that shareholders WITHHOLD votes from independent outsiders Thomas E. Petry, Jerry W. Levin, Arthur D. Collins, Jr., and Victoria Buyniski Gluckman for failure to implement the "declassification of the board" shareholder proposal. 1.2 Elect Director Arthur D. Collins, Jr. --- Withhold 1.3 Elect Director Jerry W. Levin --- Withhold 1.4 Elect Director Thomas E. Petry --- Withhold 1.5 Elect Director Richard G. Reiten --- Withhold 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We do like some of the elements of the proposal, such as granting restricted stock based on achievement of performance criteria and vesting requirement of at least three years. By establishing minimum vesting provisions, shareholders are assured that executives who received stock grants are retained in the company and are committed to maximize stock returns over the long-term. However, due to the fact that the proponent asks for a complete substitution of options with restricted stock, we believe this proposal is unduly restrictive. Furthermore, setting maximum severance payment for senior executives to one year's salary and bonus, is lower than the generally accepted standards. We believe that a reasonable maximum severance payment to a senior executive is three times the annual salary and bonus. While we do like the proposals pertaining to restricted stock and enhanced disclosure, the structure of the executive compensation, as evidenced by the reasonable CEO pay, performance-based bonuses, and reasonable severance multiples, does not warrant the proposed changes in executive compensation. 4 Submit Executive Compensation to Against For ShrHoldr Vote Due to poor disclosure, it is difficult to assess other post-employment benefits provided for the company's executives and comparable SERP packages at peer companies. Although most terms of the SERP seem reasonable, we found the CEO's preferential final average salary formula to alter the size of the CEO's retirement package.Tthe potential increase in the SERP payout due to existing and future restricted stock grants raises a questionable incentive. Given the potential size of the benefits in question, we think that a shareholder vote on the SERP is warranted as a part of a "checks and balances" system to ensure reasonable SERP terms for future agreements. 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter Supermajority vote requirements generally serve to lock in provisions that are harmful to shareholders. Requiring approval of more than a simple majority of the voting shares may entrench management by preventing actions that may benefit shareholders,such as precluding proxy contests and potential takeover bids. As a result, we believe that this proposal warrants shareholder support. 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 656 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 06/08/04 - A Union Planters Corp. 908068109 04/21/04 531 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Albert M. Austin --- For 2.2 Elect Director George W. Bryan --- For 2.3 Elect Director Robert R. Waller, M.D. --- For 2.4 Elect Director Spence L. Wilson --- For 3 Ratify Auditors For For Mgmt 4 Adjourn Meeting For Against Mgmt In this case, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 5 Limit Executive Compensation Against Against ShrHoldr Our policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 04/22/04 - A Unisys Corp. *UIS* 909214108 02/27/04 757 1 Elect Directors For For Mgmt 05/06/04 - A United Parcel Service, Inc. 911312106 03/08/04 2,984 *UPS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 1,211 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/12/04 - A UnitedHealth Group 91324P102 03/15/04 1,616 Incorporated *UNH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Limit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. This proposal is too restrictive, and does not warrant shareholder approval. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 806 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/24/04 - A Unocal Corp. *UCL* 915289102 03/25/04 656 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Deferred Compensation Plan For For Mgmt 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Limit Awards to Executives Against Against ShrHoldr 7 Establish Other Board Committee Against For ShrHoldr We agree with the proponent on the importance of establishing clear mechanisms for communication between shareholders and independent directors. While the company complies with existing SEC and NYSE rules on this matter, it appears that the general counsel, who is an employee of the company, plays a role in forwarding such communication either internally or to the board. The proposed Office of the Board would ensure a direct communication with the independent directors of the board, without involving the general counsel. We recommend a vote in favor of the proposal. 8 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/04/04 - A UST Inc. *UST* 902911106 03/05/04 503 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Clancey --- For 1.2 Elect Director Vincent A. Gierer, Jr. --- For 1.3 Elect Director Joseph E. Heid --- For 2 Ratify Auditors For For Mgmt 3 Submit Shareholder Rights Plan None For ShrHoldr (Poison Pill) to Shareholder Vote Given that the company currently does not maintain a poison pill, approval of this item enhances shareholders' rights by establishing a process to submit poison pills to a shareholder vote. As such we believe this item warrants shareholder support. 4 Reduce Nitrosamines in Oral Snuff Against Against ShrHoldr In light of the company's reductions in TSNA levels to date and programs establish to continue to reduce TSNA levels, we see no reason to support this proposal at this time. 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 7,074 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 04/27/04 - A VF Corp. *VFC* 918204108 03/09/04 402 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against Against ShrHoldr 5 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 05/19/04 - A Viacom Inc. *VIA* 925524308 03/22/04 4,623 1 Elect Directors For Split Mgmt 1.1 Elect Director George S. Abrams --- Withhold We recommend a vote FOR the directors with the exception of insiders Mel Karmazin, Sumner M. Redstone and Shari Redstone, and affiliated outsiders William Schwartz, Frederic V. Salerno, George S. Abrams, Alan C. Greenberg, Philippe P. Dauman and David R. Andelman. We recommend that shareholders WITHHOLD votes from Mel Karmazin for failure to establish a majority independent board, and from Sumner M. Redstone and Shari Redstone for standing as insiders on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Frederic V. Salerno for standing as an affiliated outsider on the Audit and Compensation committees, and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from William Schwartz for standing as an affiliated outsider on the Compensation and Nominating committees, and for failure to establish a majority independent board. Lastly, we recommend WITHHOLDING votes from George S. Abrams for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. 1.2 Elect Director David R. Andelman --- Withhold 1.3 Elect Director Joseph A. Califano, Jr. --- For 1.4 Elect Director William S. Cohen --- For 1.5 Elect Director Philippe P. Dauman --- Withhold 1.6 Elect Director Alan C. Greenberg --- Withhold 1.7 Elect Director Mel Karmazin --- Withhold 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director David T. McLaughlin --- For 1.10 Elect Director Shari Redstone --- Withhold 1.11 Elect Director Sumner M. Redstone --- Withhold 1.12 Elect Director Frederic V. Salerno --- Withhold 1.13 Elect Director William Schwartz --- Withhold 1.14 Elect Director Patty Stonesifer --- For 1.15 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Non-Employee Director Stock For For Mgmt Option Plan 05/12/04 - A Visteon Corporation *VC* 92839U107 03/15/04 429 1 Elect Directors For For Mgmt 1.1 Elect Director Steven K. Hamp --- For 1.2 Elect Director Michael F. Johnston --- For 1.3 Elect Director Karl J. Krapek --- For 1.4 Elect Director Robert M. Teeter --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote The company currently does not have a poison pill. In addition, the company has implemented a policy which requires shareholder approval of any future pill. Given that the company maintains a policy requiring shareholder approval of any future pill, we do not believe approval of this item enhances shareholders' rights. 6 Amend and Report on an Against Abstain ShrHoldr International Code of Conduct 7 Permit Voting Leverage for Against Against ShrHoldr Shareowners We concur with management's argument that the resolution could be expensive and bureaucratic to administer. Such additional corporate expenditures would be hard to justify considering that proxy analyses are already available to the public from a variety of vendors and on the web from certain institutional investors. The decision to follow another institutional investor's recommendation is best left with the individual shareholder. 05/14/04 - A Vulcan Materials Co. *VMC* 929160109 03/15/04 351 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 3 Ratify Auditors For For Mgmt 04/28/04 - A W.W. Grainger, Inc. *GWW* 384802104 03/01/04 100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Wachovia Corp. *WB* 929903102 02/18/04 3,337 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require Two Candidates for Each Against Against ShrHoldr Board Seat The process of finding qualified available candidates is difficult and costly. Under this proposal, the board would be required to identify twice as many candidates as is currently necessary. Those candidates would then be asked to compete for the position on the basis of the statements they submit for publication in the proxy materials. Many well-qualified candidates may refuse to submit to such a process. This proposal could also lead to a high rate of turnover among board members, denying the company continuity of strategic management. The nominating body could well have considerable difficulty devising a slate of candidates that would ensure a balance of skills and experience on the board. Directors are fiduciaries who must act in the best interest of all shareholders. The politicization of the board election process does not assure more responsible representation of shareholder interests, and it may lead to unwarranted cost and influence of special interests. As such, we do not believe that this proposal merits shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 11,482 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 04/20/04 - A Washington Mutual, Inc *WM* 939322103 02/27/04 2,278 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/14/04 - A Waste Management, Inc. *WMI* 94106L109 03/19/04 1,464 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus For For Mgmt Plan 05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 354 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua Bekenstein --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas P. Salice and Edward Conard. We recommend that shareholders WITHHOLD votes from Thomas P. Salice for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. We also recommend that shareholders WITHHOLD votes from Edwarrd Conard for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director M.J. Berendt, Ph.D. --- For 1.3 Elect Director Douglas A. Berthiaume --- For 1.4 Elect Director Philip Caldwell --- For 1.5 Elect Director Edward Conard --- Withhold 1.6 Elect Director L.H. Glimcher, M.D. --- For 1.7 Elect Director William J. Miller --- For 1.8 Elect Director Thomas P. Salice --- Withhold 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 301 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 355 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 4,448 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 04/22/04 - A Wendy's International, Inc. 950590109 03/01/04 402 *WEN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/13/04 - A Weyerhaeuser Co. *WY* 962166104 02/20/04 505 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Declassify the Board of Directors Against Against Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Implement Restricted Share Against For ShrHoldr Executive Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against ShrHoldr 7 Develop Policy Regarding Old Growth Against Against ShrHoldr Forests 8 Ratify Auditors For For Mgmt 04/20/04 - A Whirlpool Corp. *WHR* 963320106 02/27/04 251 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 04/22/04 - A Wyeth *WYE* 983024100 03/12/04 3,539 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Drug Pricing Against Against ShrHoldr 4 Amend Animal Testing Policy Against Against ShrHoldr 05/20/04 - A Xerox Corp. *XRX* 984121103 03/23/04 2,071 1 Elect Directors For Split Mgmt 1.1 Elect Director Glenn A. Britt --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr.. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Richard J. Harrington --- For 1.3 Elect Director William Curt Hunter --- For 1.4 Elect Director Vernon E. Jordan, Jr. --- Withhold 1.5 Elect Director Hilmar Kopper --- For 1.6 Elect Director Ralph S. Larsen --- For 1.7 Elect Director Anne M. Mulcahy --- For 1.8 Elect Director N.J. Nicholas, Jr. --- For 1.9 Elect Director John E. Pepper --- For 1.10 Elect Director Ann N. Reese --- For 1.11 Elect Director Stephen Robert --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 05/21/04 - A Yahoo!, Inc. *YHOO* 984332106 03/25/04 1,764 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry S. Semel --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Terry S. Semel and Jerry Yang, affiliated outsider Eric Hippeau, and independent outsiders Gary L. Wilson, Edward R. Kozel, Robert A. Kotick, Arthur H. Kern, Ronald W. Burkle and Roy J. Bostock for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Jerry Yang --- Withhold 1.3 Elect Director Roy J. Bostock --- Withhold 1.4 Elect Director Ronald W. Burkle --- Withhold 1.5 Elect Director Eric Hippeau --- Withhold 1.6 Elect Director Arthur H. Kern --- Withhold 1.7 Elect Director Robert A. Kotick --- Withhold 1.8 Elect Director Edward R. Kozel --- Withhold 1.9 Elect Director Gary L. Wilson --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/20/04 - A Yum Brands, Inc. *YUM* 988498101 03/22/04 759 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Adopt Smoke-Free Restaurant Policy Against Abstain ShrHoldr 5 Prepare a Sustainability Report Against For ShrHoldr In this case, Yum Brands does not report under the GRI or other established guidelines and while it does touch upon diversity and some environmental initiatives, its website does not contain a formal EHS report or quantifiable data about diversity and other sustainability topics. The company does provide information on employee welfare and insight into the company's community outreach and philanthropic efforts. However, the level of disclosure on sustainability issues does not address many of the issues brought forth by the proponents and issues addressed in the reporting of other large public companies. More comprehensive reporting of the company's performance and approach to sustainability issues will better enable shareholders to assess the company's efforts in these areas and demonstrate that the company is assessing how sustainability issues could impact long-term shareholder value. Therefore, while we note that the company has made an effort to increase its disclosure on some of the issues set forth in this proposal, we believe that a comprehensive report on social, environmental, and economic sustainability could benefit the company in the long term. As such, we recommend that shareholders support this request. 6 Adopt MacBride Principles Against Against ShrHoldr 7 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 8 Report on Animal Welfare Standards Against Against ShrHoldr 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 639 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's pill was not approved by shareholders, nor does it embody the features that we recommend. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee. 04/30/04 - A Zions Bancorporation *ZION* 989701107 02/23/04 100 1 Elect Directors For For Mgmt 1.1 Elect Director Roger B. Porter --- For 1.2 Elect Director L. E. Simmons --- For 1.3 Elect Director Steven C. Wheelwright --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- -------------------------------- ----------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 08/21/03 - A Adaptec, Inc. *ADPT* 00651F108 06/25/03 4,500 1 Elect Directors For Split 1.1 Elect Director Carl J. Conti --- For 1.2 Elect Director Victoria L. Cotten --- For 1.3 Elect Director Lucie J. Fjeldstad --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.4 Elect Director Joseph S. Kennedy --- For 1.5 Elect Director Ilene H. Lang --- Withhold WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.6 Elect Director Robert J. Loarie --- Withhold 1.7 Elect Director Robert N. Stephens --- For WITHHOLD votes from audit committee members for paying excessive non-audit fees. 1.8 Elect Director Dr. Douglas E. Van Houweling --- For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For Against 08/05/03 - A Alliant Techsystems Inc. *ATK* 018804104 06/10/03 400 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Report on Space-Based Weapons Against Against 07/31/03 - A Barra, Inc. *BARZ* 068313105 06/03/03 700 1 Elect Directors For For 2 Amend Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 09/19/03 - A Casey's General Stores, Inc. 147528103 08/01/03 6,700 *CASY* 1 Elect Directors For Split 1.1 Elect Director Donald F. Lamberti --- For 1.2 Elect Director John G. Harmon --- For 1.3 Elect Director Kenneth H. Haynie --- Withhold WITHHOLD votes from Kenneth H. Haynie for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.4 Elect Director John P. Taylor --- For 1.5 Elect Director Ronald M. Lamb --- For 1.6 Elect Director John R. Fitzgibbon --- For 1.7 Elect Director Patricia Clare Sullivan --- For 09/03/03 - A Commonwealth Telephone 203349105 06/20/03 1,300 Enterprises, Inc. *CTCO* 1 Elect Directors For Split 1.1 Elect Director Walter Scott, Jr. --- For 1.2 Elect Director David C. Mitchell --- For 1.3 Elect Director David C. McCourt --- Withhold WITHHOLD votes from David C. McCourt for failure to establish an independent nominating committee. 1.4 Elect Director Daniel E. Knowles --- For 2 Ratify Auditors For For 3 Convert Class B common shares into For For common shares 4 Adjourn Meeting For Against 08/11/03 - A Computer Sciences Corporation 205363104 06/13/03 18,700 *CSC* 1 Elect Directors For For 07/24/03 - A Consolidated Graphics, Inc. 209341106 06/09/03 4,800 *CGX* 1 Elect Directors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 69,300 1 Elect Directors For For 2 Declassify the Board of Directors For Against 3 Change Company Name For For 4 Approve Executive Incentive Bonus For For Plan 09/22/03 - A General Mills, Inc. *GIS* 370334104 07/24/03 102,400 1 Elect Directors For For 1.1 Elect Director Stephen R. Demeritt --- For 1.2 Elect Director Livio D. DeSimone --- For 1.3 Elect Director William T. Esrey --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Judith Richards Hope --- For 1.6 Elect Director Robert L. Johnson --- For 1.7 Elect Director John M. Keenan --- For 1.8 Elect Director Heidi G. Miller --- For 1.9 Elect Director Hilda Ochoa-Brillembourg --- For 1.10 Elect Director Stephen W. Sanger --- For 1.11 Elect Director A. Michael Spence --- For 1.12 Elect Director Dorothy A. Terrell --- For 1.13 Elect Director Raymond G. Viault --- For 1.14 Elect Director Paul S. Walsh --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 09/29/03 - A Herman Miller, Inc. *MLHR* 600544100 08/01/03 50,700 1 Elect Directors For For 2 Ratify Auditors For For 07/11/03 - A Lone Star Steakhouse & Saloon, 542307103 05/29/03 1,800 Inc. *STAR* 1 Elect Directors For For 2 Ratify Auditors For For 07/30/03 - S MAX RE CAPITAL LTD HAMILTON G6052F103 06/16/03 2,500 *MXRE* 1 Amend Bylaws Re: Shareholder Vote on For Against Proposals Voted on by Shareholders of Max Re Ltd.; Delete References to Non-Voting Common Shares; Reduce Limitation on Voting Rights of Common Shares; Reduce Percentage of Common Shares One Person May Own 2 Amend Bylaws Re: Prohibit a Director For For from Appointing Alternate Directors to Perform His or Her Duties or Act as a Non-Voting Observer 3 Amend Bylaws Re: Reduce from 60 For Against Percent to 50 Percent the Total Issued and Outstanding Common Shares Required for a Quorum at a General Meeting of the Company 4 Amend Bylaws Re: Make Future For Against Amendments of the Bylaws Subject to the Approval of a Majority of the Votes Cast Instead of the Majority of the Shares Entitled to Vote 5 Amend Bylaws Re: Make Certain For For Changes to Update the Provisions of the Bylaws 6 Transact Other Business (Non-Voting) None None 08/28/03 - A Medtronic, Inc. *MDT* 585055106 07/03/03 34,600 1 Elect Directors For Split 1.1 Elect Director Richard H. Anderson --- For 1.2 Elect Director Michael R. Bonsignore --- For 1.3 Elect Director Gordon M. Sprenger --- Withhold 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For 4 Approve Executive Incentive Bonus For For Plan 07/10/03 - S Methode Electronics, Inc. 591520200 06/05/03 4,600 *METHA* 1 Approve Tender Offer to Purchase All For For Outstanding Shares of Class B common Stock 07/08/03 - A Nautica Enterprises, Inc. 639089101 05/29/03 3,300 DISSIDENT PROXY (GREEN CARD) 1 Elect Directors (Opposition Slate) For For 2 Elect Directors (Opposition Slate) For For 3 Ratify Auditors For For 4 Authorize stockholders holding 10% For For or more of common stock to call special meetings MANAGEMENT PROXY (WHITE CARD) 1 Elect Directors For DoNotVote 2 Ratify Auditors For DoNotVote 09/17/03 - A PLATINUM UNDERWRITERS HOLDINGS G7127P100 08/01/03 1,700 LTD *PTP* 1 Elect H. Baldwin, J. Bank, D. For For Carmichael, N. Currie, J. Fishman, G. Morrison, S. Newman, and P. Pruitt as Directors 2a Elect G. Morrison as Director of For For Platinum Underwriters Bermuda, Ltd. 2b Elect M. Price as Director of For For Platinum Underwriters Bermuda, Ltd. 2c Elect W. Robble as Director of For For Platinum Underwriters Bermuda, Ltd. 3a Elect G. Morrison as Director of For For Platinum Re (UK) Ltd. 3b Elect C. Pettengell as Director of For For Platinum Re (UK) Ltd. 3c Elect R. Porter as Director of For For Platinum Re (UK) Ltd. 4 Approve Section 162(m) Performance For For Incentive Plan 5 Ratify KPMG as Auditors For For 07/25/03 - A Steris Corp. *STE* 859152100 05/29/03 1,100 1 Elect Directors For For Shareholder Proposal 2 Declassify the Board of Directors Against Against 07/15/03 - A Stratex Networks, Inc. *STXN* 86279T109 05/22/03 21,200 1 Elect Directors For Split 1.1 Elect Director Richard C. Alberding --- Withhold We recommend a vote FOR the directors with the exception of Richard C. Alberding. We recommend that shareholders WITHHOLD votes from Richard C. Alberding for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John W. Combs --- For 1.3 Elect Director William A. Hasler --- For 1.4 Elect Director Charles D. Kissner --- For 1.5 Elect Director James D. Meindl, Ph.D. --- For 1.6 Elect Director V. Frank Mendicino --- For 1.7 Elect Director Edward F. Thompson --- For 2 Approve Option Exchange Program For For 07/01/03 - A The Men's Wearhouse, Inc. *MW* 587118100 05/14/03 2,300 1 Elect Directors For Split 1.1 Elect Director George Zimmer --- For 1.2 Elect Director David H. Edwab --- For 1.3 Elect Director Rinaldo S. Brutoco --- Withhold WITHHOLD votes from Rinaldo S. Brutoco for standing as an affiliated outsider on the Compensation and Nominating and Corporate Governance committees. 1.4 Elect Director Michael L. Ray, Ph.D. --- Withhold WITHHOLD votes from Audit Committee member Michael L. Ray, Ph.D. for paying excessive non-audit fees. 1.5 Elect Director Sheldon I. Stein --- Withhold WITHHOLD votes from Audit Committee member Sheldon I. Stein for paying excessive non-audit fees. 1.6 Elect Director Kathleen Mason --- Withhold WITHHOLD votes from Audit Committee member Kathleen Mason for paying excessive non-audit fees. Shareholder Proposal 2 Implement and Monitor Code of Against Against Corporate Conduct - ILO Standards Management Proposal 3 Ratify Auditors For Against 07/21/03 - A Triumph Group, Inc. *TGI* 896818101 05/30/03 1,000 1 Elect Directors For Split 1.1 Elect Director Richard C. Ill --- Withhold We recommend a vote FOR the directors with the exception of insider Richard C. Ill for standing as an insider on the Nominating Committee. 1.2 Elect Director John R. Bartholdson --- For 1.3 Elect Director Richard C. Gozon --- For 1.4 Elect Director Claude F. Kronk --- For 1.5 Elect Director Joseph M. Silvestri --- For 1.6 Elect Director William O. Albertini --- For 1.7 Elect Director George S. Simpson --- For 2 Ratify Auditors For For 09/25/03 - A Westell Technologies, Inc. 957541105 08/04/03 5,400 *WSTL* 1 Elect Directors For Split 1.1 Elect Director John W. Seazholtz --- Withhold We recommend a vote FOR the directors with the exceptions of Melvin J. Simon, Robert C. Penny III, E. Van Cullens, and John W. Seazholtz for failure to establish an independent nominating committee. also We recommend that shareholders WITHHOLD votes from Melvin J. Simon for standing as an insider on the Audit and Compensation committees, and Robert C. Penny III, and John W. Seazholtz for standing as insiders on the Compensation Committee. 1.2 Elect Director Paul A. Dwyer, Jr. --- For 1.3 Elect Director E. Van Cullens --- Withhold 1.4 Elect Director Robert C. Penny III --- Withhold 1.5 Elect Director Roger L. Plummer --- For 1.6 Elect Director Bernard F. Sergesketter --- For 1.7 Elect Director Melvin J. Simon --- Withhold 2 Permit Stockholders Holding 25% or For For more of the Companies Voting Power to Call a Special Meeting 3 Amend Bylaws to Eliminate Provisions For For from Selling Securities Having Forward Pricing Provisions Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 12/18/03 - S Allied Waste Industries, Inc. 019589308 11/03/03 2,500 *AW* 1 Approve Conversion of Securities For For 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 10,509 1 Increase Authorized Common Stock For For 11/20/03 - A CACI International, Inc. *CAI* 127190304 09/24/03 700 1 Elect Directors For For 2 Ratify Auditors For For 11/05/03 - A Cardinal Health, Inc. *CAH* 14149Y108 09/08/03 10,300 1 Elect Directors For For 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 185,300 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by Against Against the Government to Monitor the Internet 5 Report on Pay Disparity Against Against 11/20/03 - A Corinthian Colleges, Inc. 218868107 10/01/03 500 *COCO* 1 Elect Directors For Split 1.1 Elect Director Paul R. St. Pierre --- Withhold We recommend a vote FOR the directors with the exception of Paul R. St. Pierre, from whom we recommend shareholders WITHHOLD votes for failure to establish an independent nominating committee. 1.2 Elect Director Linda Arey Skladany, Esq. --- For 2 Increase Authorized Common Stock For For 3 Approve Omnibus Stock Plan For For 4 Ratify Auditors For For 10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 1,800 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/25/03 - A Dycom Industries, Inc. *DY* 267475101 10/03/03 3,000 1 Elect Directors For For 1.1 Elect Director Steven E. Nielsen --- For 1.2 Elect Director Stephen C. Coley --- For 2 Approve Omnibus Stock Plan For For 12/04/03 - S Encore Medical Corp. *ENMC* 29256E109 10/20/03 6,350 1 Increase Authorized Common Stock For For 2 Amend Stock Option Plan For For 3 Other Business For Against 11/17/03 - A Ethan Allen Interiors Inc. 297602104 09/26/03 1,500 *ETH* 1 Elect Director Frank G. Wisner For For 2 Ratify Auditors For For 11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 1,800 1 Increase Authorized Common Stock For For 10/28/03 - S First Data Corp. *FDC* 319963104 09/08/03 103,700 1 Approve Merger Agreement For For 11/06/03 - A G&K Services, Inc. *GKSRA* 361268105 09/10/03 800 1 Elect Directors For For 2 Ratify Auditors For For Shareholder Proposal 3 Declassify the Board of Directors Against Against 10/22/03 - A Global Payments, Inc. *GPN* 37940X102 08/25/03 25,300 1 Elect Directors For Split 1.1 Elect Director Raymond L. Killian, Jr. as Class I Director --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gillian H. Denham. We recommend that shareholders WITHHOLD votes from Gillian H. Denham for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Michael W. Trapp as Class II Director --- For 1.3 Elect Director Gerald J. Wilkins as Class II Director --- For 1.4 Elect Director Alex W. Hart as Class III Director --- For 1.5 Elect Director William I. Jacobs as Class III Director --- For 1.6 Elect Director Gillian H. Denham as Class III Director --- Withhold 1.7 Elect Director Alan M. Silberstein as Class III Director --- For 11/12/03 - A Harman International 413086109 09/15/03 700 Industries, Inc. *HAR* 1 Elect Directors For For 2 Approve Stock Split For For 11/10/03 - A Hyperion Solutions Corp. *HYSL* 44914M104 09/16/03 1,200 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 800 *IRF* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Omnibus Stock Plan For Against 4 Ratify Auditors For For 10/20/03 - S Legato Systems, Inc. 524651106 09/05/03 1,400 1 Approve Merger Agreement For For 2 Adjourn Meeting For Against 11/25/03 - S MAF Bancorp, Inc. *MAFB* 55261R108 10/06/03 1,400 1 Approve Merger Agreement For For 2 Approve Omnibus Stock Plan For Against 11/07/03 - A MatrixOne, Inc. *MONE* 57685P304 09/09/03 4,200 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Employee Stock Purchase Plan For For 4 Ratify Auditors For For 11/19/03 - A Medicis Pharmaceutical Corp. 584690309 10/10/03 700 *MRX* 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against 3 Ratify Auditors For Against 11/17/03 - S Mercury Computer Systems, Inc. 589378108 10/03/03 1,600 *MRCY* 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Amend Stock Option Plan For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 286,700 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For 3 Amend Non-Employee Director Stock For For Option Plan Shareholder Proposal 4 Refrain from Giving Charitable Against Against Contributions 10/13/03 - A Oracle Corp. *ORCL* 68389X105 08/21/03 146,100 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Ratify Auditors For For 4 Amend Non-Employee Director Omnibus For For Stock Plan Shareholder Proposal 5 Implement China Principles Against Against 10/28/03 - A Perrigo Co. *PRGO* 714290103 09/02/03 2,900 1 Elect Directors For For 1.1 Elect Director Gary M. Cohen --- For 1.2 Elect Director David T. Gibbons --- For 1.3 Elect Director Judith A. Hemberger --- For 2 Approve Omnibus Stock Plan For For 10/30/03 - A Regis Corp. *RGS* 758932107 09/19/03 1,600 1 Elect Directors For For 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 1,000 1 Elect Directors For For 2 Approve Employee Stock Purchase Plan For For 3 Approve Increase in Non-Executive For For Director Fees 4 Ratify Auditors For For 11/18/03 - A Respironics, Inc. *RESP* 761230101 10/03/03 900 1 Elect Directors For For 1.1 Elect Director Joseph C. Lawyer --- For We recommend shareholders vote FOR Sean McDonald but WITHHOLD votes from Audit Committee members John C. Miles II and Joseph C. Lawyer for paying excessive non-audit fees. 1.2 Elect Director Sean McDonald --- For 1.3 Elect Director John C. Miles II --- For 2 Ratify Auditors For For 3 Amend Omnibus Stock Plan For For 12/10/03 - A Robbins & Myers, Inc. *RBN* 770196103 10/17/03 800 1 Elect Directors For For 2 Ratify Auditors For For 10/07/03 - A Ruby Tuesday, Inc. *RI* 781182100 08/12/03 3,000 1 Elect Directors For For 1.1 Elect Director Dr. Donald Ratajczak --- For 1.2 Elect Director Samuel E. Beall, III --- For 1.3 Elect Director Claire L. Arnold --- For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Impact of Genetically Against Against Engineered Foods 10/23/03 - A Techne Corp. *TECH* 878377100 09/12/03 1,300 1 Fix Number of Directors For For 2 Elect Directors For Split 2.1 Elect Director Thomas E. Oland --- For 2.2 Elect Director Roger C. Lucas, Ph.D. --- Withhold WITHHOLD votes from Roger C. Lucas, Ph.D. for standing as an affiliated outsider on the Nominating Committee. 2.3 Elect Director Howard V. O'Connell --- For 2.4 Elect Director G. Arthur Herbert --- For 2.5 Elect Director Randolph C. Steer, M.D., Ph.D. --- For 2.6 Elect Director Christopher S. Henney, D.Sc., Ph.D. --- For 2.7 Elect Director Robert V. Baumgartner, C.P.A. --- For 12/04/03 - A The Hain Celestial Group, Inc. 405217100 10/31/03 1,000 *HAIN* 1 Elect Directors For Split 1.1 Elect Director Irwin D. Simon --- For We recommend a vote FOR the directors with the exceptions of Larry S. Zilavy, Roger Meltzer, Joseph Jimenez, Marina Hahn, James S. Gold, and Jack Futterman. We recommend shareholders WITHHOLD votes from Roger Meltzer and James S. Gold for standing as affiliated outsiders on the Compensation Committee, from Roger Meltzer and Joseph Jimenez for standing as affiliated outsiders on the Nominating Committee, and from Audit Committee members Larry S. Zilavy, Marina Hahn, and Jack Futterman for paying excessive non-audit fees. 1.2 Elect Director Beth L. Bronner --- For 1.3 Elect Director Jack Futterman --- Withhold 1.4 Elect Director Daniel R. Glickman --- For 1.5 Elect Director James S. Gold --- Withhold 1.6 Elect Director Marina Hahn --- Withhold 1.7 Elect Director Neil Harrison --- For 1.8 Elect Director Andrew R. Heyer --- For 1.9 Elect Director Joseph Jimenez --- Withhold 1.10 Elect Director Roger Meltzer --- Withhold 1.11 Elect Director Larry S. Zilavy --- Withhold 2 Amend Omnibus Stock Plan For Against 3 Amend Non-Employee Director Stock For Against Option Plan 4 Ratify Auditors For Against Percentage of total fees attributable to nonaudit work: 54.33 percent. 12/09/03 - A Thor Industries, Inc. *THO* 885160101 10/21/03 800 1 Elect Directors For Split 1.1 Elect Director Neil D. Chrisman --- For 1.2 Elect Director Alan Siegel --- Withhold WITHHOLD votes from Alan Siegel for standing as an affiliated outsider on the Compensation and Nominating & Corporate Governance committees. 1.3 Elect Director Geoffrey A. Thomson --- For 2 Increase Authorized Common Stock For Against 3 Approve Executive Incentive Bonus For For Plan 11/17/03 - A Watson Wyatt & Company Holdings 942712100 10/03/03 1,100 *WW* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Amend Non-Employee Director Omnibus For For Stock Plan 4 Other Business For Against 12/16/03 - A Wd-40 Company *WDFC* 929236107 10/17/03 800 1 Elect Directors For For 2 Amend Stock Option Plan For For 3 Approve Non-Employee Director For For Restricted Stock Plan 4 Ratify Auditors For For 12/19/03 - S Wind River Systems, Inc. *WIND* 973149107 11/21/03 4,900 1 Amend Omnibus Stock Plan For For Vote Summary Report Jan 01, 2004 - Mar 31, 2004 THRIVENT BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted - ---------------- --------------------------------- ---------- ---------- ----------- ---------- ---------------- - ---------------------------------------------------------------------------------------------------------------- 03/10/04 - A Advanced Digital Information 007525108 01/12/04 2,400 Corp. *ADIC* 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 3 Amend Employee Stock Purchase Plan For For 01/23/04 - A ADVO, Inc. *AD* 007585102 11/28/03 300 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/22/04 - A Alberto-Culver Co. *ACV* 013068101 12/01/03 31,900 1 Elect Directors For For 2 Approve Executive Incentive Bonus For For Plan 3 Amend Articles For For 4 Increase Authorized Common Stock For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 42,200 1 Elect Directors For For 2 Amend Omnibus Stock Plan For For 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 49,900 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 01/22/04 - A BJ Services Company *BJS* 055482103 12/05/03 25,500 1 Elect Directors For For 2 Approve Omnibus Stock Plan For For Shareholder Proposal 3 Report on Foreign Operations Risk Against Against 01/09/04 - S Countrywide Financial Corp. 222372104 11/28/03 4,100 *CFC* 1 Increase Authorized Common Stock For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 700 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For A substantial majority of the board members are independent outsiders, and key board committees have no insiders or affiliated outsiders. While we commend the board for majority independent and key board committees, we are taking action on the employment inducement award plan as described below. Employment Inducement Award In November 2003, Fair Isaac announced that its board of directors has approved the 2003 Employment Inducement Award Plan. The plan reserves 1.5 million shares for granting inducement stock options and other awards that meet the "employment inducement award" provisions of the NYSE's recently revised listing standards. The employment inducement awards will be administered by the independent compensation committee members. The 1.5 million employment inducement shares that have been reserved represent 3.2% of the common shares outstanding as of record date. At the time of the press release, the company had granted 169,500 stock options to 53 new employees in connection with its acquisition of the assets of Seurat Company and its affiliated companies. We support the NYSE listing reforms and applauds its efforts to improve the corporate governance system. While we support the proposed set of rules on the whole, one of our concerns is the exemption for inducement grants. Companies may abuse the inducement grant provision and also use it to avoid shareholder approval. We believe that companies should grant employment inducement awards sparingly and use it for few specific identified individuals. In this case, Fair Isaac has allocated the number of employment inducement grants prior to identifying the specific recipients. Moreover, shareholders have not been allowed the opportunity to weigh in on the approval of the plan to reserve these 1.5 million shares, which represents a significant number of the company's common shares outstanding as of record date. Therefore, we recommend withholding votes from the compensation committee members (Alex W. Hart, Philip G. Heasley and Margaret L. Taylor) who administer the company's equity plans. We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 01/15/04 - A Family Dollar Stores, Inc. 307000109 11/24/03 26,700 *FDO* 1 Elect Directors For For 2 Approve Non-Employee Director Stock For For Option Plan 3 Ratify Auditors For For 02/04/04 - A Florida Rock Industries, Inc. 341140101 12/08/03 1,300 *FRK* 1 Elect Directors For For 01/28/04 - A Hutchinson Technology 448407106 12/04/03 1,300 Incorporated *HTCH* 1 Elect Directors For Split 1.1 Elect Director W. Thomas Brunberg --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders Richard B. Solum, R. Frederick McCoy, Jr., Russell Huffer, and W. Thomas Brunberg. We recommend that shareholders WITHHOLD votes from R. Frederick McCoy, Jr. for poor attendance and Audit Committee members Richard B. Solum, Russell Huffer, and W. Thomas Brunberg for paying excessive non-audit fees. 1.2 Elect Director Archibald Cox, Jr. --- For 1.3 Elect Director Wayne M. Fortun --- For 1.4 Elect Director Jeffrey W. Green --- For 1.5 Elect Director Russell Huffer --- Withhold 1.6 Elect Director R. Frederick McCoy, Jr. --- Withhold 1.7 Elect Director William T. Monahan --- For 1.8 Elect Director Richard B. Solum --- Withhold 2 Ratify Auditors For Against 03/23/04 - A IDEX Corp. *IEX* 45167R104 02/17/04 1,800 1 Elect Directors For Split 1.1 Elect Director Paul E. Raether --- Withhold We recommend a vote FOR Neil A. Springer and Dennis K. Williams. We recommend that shareholders WITHHOLD votes from Paul E. Raether for standing as an affiliated outsider on the nominating committee. 1.2 Elect Director Neil A. Springer --- For 1.3 Elect Director Dennis K. Williams --- For 2 Ratify Auditors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 900 *IRF* 1 Increase Authorized Common Stock For For 02/10/04 - A Jacobs Engineering Group Inc. 469814107 01/05/04 1,100 *JEC* 1 Elect Directors For For 2 Ratify Auditors For For 02/12/04 - A Kronos Inc. *KRON* 501052104 12/17/03 1,100 1 Elect Directors For For 1.1 Elect Director Richard J. Dumler --- For We recommend a vote FOR the directors. 1.2 Elect Director Samuel Rubinovitz --- For 2 Amend Stock Option Plan For For 3 Ratify Auditors For For 4 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/05/04 - A MarineMax, Inc. *HZO* 567908108 12/19/03 2,000 1 Elect Directors For For 2 Ratify Auditors For For 03/02/04 - A Mesa Air Group, Inc. *MESA* 590479101 01/09/04 3,000 1 Elect Directors For For 2 Approve Omnibus Stock Plan For Against 3 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote 4 Ratify Auditors For For 01/06/04 - A MSC Industrial Direct Co., Inc. 553530106 12/01/03 2,900 *MSM* 1 Elect Directors For For 2 Amend Restricted Stock Plan For For 3 Amend Stock Option Plan For For 4 Amend Stock Option Plan For For 5 Amend Stock Option Plan For For 6 Amend Employee Stock Purchase Plan For For 7 Ratify Auditors For For 03/03/04 - A Parametric Technology Corp. 699173100 01/09/04 15,400 *PMTC* 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 02/27/04 - A Piedmont Natural Gas Co., Inc. 720186105 01/09/04 900 *PNY* A.1 Elect Director Jerry W. Amos For For A.2 Elect Director D. Hayes Clement For For A.3 Elect Director Thomas E. Skains For For A.4 Elect Director Frank B. Holding, Jr. For For A.5 Elect Director David E. Shi For For B Ratify Auditors For For C Approve/Amend Executive Incentive For For Bonus Plan 01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 2,000 1 Elect Directors For For 02/11/04 - A Plexus Corp. *PLXS* 729132100 12/12/03 1,900 1 Elect Directors For For 2 Ratify Auditors For For 03/26/04 - A Quiksilver, Inc. *ZQK* 74838C106 02/06/04 3,600 1 Elect Directors For Split 1.1 Elect Director William M. Barnum, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Franck Riboud, affiliated outsiders Robert G. Kirby, Charles E. Crowe, and insiders Robert B. McKnight, Jr., Bernard Mariette. We recommend that shareholders WITHHOLD votes from Franck Riboud for poor attendance, Robert G. Kirby for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board, and Charles E. Crowe, Robert B. McKnight, Jr. and Bernard Mariette for failure to establish a majority independent board. 1.2 Elect Director Charles E. Crowe --- Withhold 1.3 Elect Director Michael H. Gray --- For 1.4 Elect Director Robert G. Kirby --- Withhold 1.5 Elect Director Bernard Mariette --- Withhold 1.6 Elect Director Robert B. McKnight, Jr. --- Withhold 1.7 Elect Director Franck Riboud --- Withhold 1.8 Elect Director Tom Roach --- For 2 Amend Omnibus Stock Plan For For 3 Approval of the Terms of the For For Executive Incentive Plan 02/12/04 - A Raymond James Financial, Inc. 754730109 12/15/03 2,000 *RJF* 1 Elect Directors For For 1.1 Elect Director Angela M. Biever --- For We recommend a vote FOR the directors. 1.2 Elect Director Jonathan A. Bulkley --- For 1.3 Elect Director Francis S. Godbold --- For 1.4 Elect Director H. William Habermeyer, Jr. --- For 1.5 Elect Director Chet Helck --- For 1.6 Elect Director Harvard H. Hill, Jr., CFP --- For 1.7 Elect Director Thomas A. James --- For 1.8 Elect Director Dr. Paul W. Marshall --- For 1.9 Elect Director Kenneth A. Shields --- For 1.10 Elect Director Hardwick Simmons --- For 2 Approve Incentive Compensation For For Criteria for Certain Executive Officers Because qualification of the above incentive compensation criteria under 162(m) will provide the company with tax deductibility, we recommend a vote FOR this proposal. 3 Ratify Auditors For For 03/30/04 - A Skyworks Solutions, Inc. *SWKS* 83088M102 01/30/04 454 1 Elect Directors For For 1.1 Elect Director Kevin L. Beebe --- For 1.2 Elect Director Timothy R. Furey --- For 1.3 Elect Director David J. Mclachlan --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 1,800 *SYD* 1 Elect Directors For For 02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 2,100 1 Elect Directors For For 2 Amend Employee Stock Purchase Plan For For 3 Ratify Auditors For For 03/12/04 - A The Toro Company *TTC* 891092108 01/14/04 700 1 Elect Directors For For 1.1 Elect Director Robert C. Buhrmaster --- For 1.2 Elect Director Winslow H. Buxton --- For 1.3 Elect Director Robert H. Nassau --- For 1.4 Elect Director Christopher A. Twomey --- For 2 Ratify Auditors For For 3 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 02/04/04 - A Varian Inc *VARI* 922206107 12/12/03 1,200 1 Elect Directors For For 1.1 Elect Director John G. McDonald --- For 1.2 Elect Director Wayne R. Moon --- For 2 Approve/Amend Executive Incentive For For Bonus Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 02/10/04 - A Varian Semiconductor Equipment 922207105 12/15/03 1,000 Associates, Inc. *VSEA* 1 Elect Directors For For 1.1 Elect Director Robert W. Dutton --- For We recommend a vote FOR the directors. 2 Amend Omnibus Stock Plan For For The cost associated with the proposed 100,000 shares of performance units, performance shares, and/or restricted stock is included in the calculations below. As such, because the total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent, we recommend a vote FOR this proposal. 3 Amend Omnibus Stock Plan For For The total cost of the company's plans of 9.95 percent is within the allowable cap for this company of 12.31 percent. 4 Ratify Auditors For For 01/14/04 - A Walgreen Co. *WAG* 931422109 11/17/03 240,000 1 Elect Directors For For 1.1 Elect Director David W. Bernauer --- For 1.2 Elect Director William C. Foote --- For 1.3 Elect Director James J. Howard --- For 1.4 Elect Director Alan G. McNally --- For 1.5 Elect Director Cordell Reed --- For 1.6 Elect Director Jeffrey A. Rein --- For 1.7 Elect Director David Y. Schwartz --- For 1.8 Elect Director John B. Schwemm --- For 1.9 Elect Director Marilou M. von Ferstel --- For 1.10 Elect Director Charles R. Walgreen III --- For 2 Approve Non-Employee Director For Against Omnibus Stock Plan The total cost of the company's plans, including the amended and restated nonemployee director stock plan and other ongoing plans, of 7.70 percent is above the allowable cap for this company of 5.13 percent. 01/21/04 - A Washington Federal, Inc. *WFSL* 938824109 11/28/03 1,620 1 Elect Directors For Split 1.1 Elect Director Thomas F. Kenney --- For 1.2 Elect Director Derek L. Chinn --- Withhold WITHHOLD votes from Derek L. Chinn for standing as an affiliated outsider on the Audit Committee and W. Alden Harris for standing as an affiliated outsider on the Compensation Committee. 1.3 Elect Director W. Alden Harris --- Withhold 1.4 Elect Director Guy C. Pinkerton --- For 2 Ratify Auditors For For 01/13/04 - A Winnebago Industries, Inc. 974637100 11/10/03 500 *WGO* 1 Elect Directors For For 1.1 Elect Director Joseph W. England --- For 1.2 Elect Director Irvin E. Aal --- For 2 Approve Omnibus Stock Plan For For Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 16,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward A. Brennan --- Withhold We recommend a vote FOR the directors with the exceptions of insider W. James McNerney, Jr. and independent outsiders Kevin W. Sharer and Edward A. Brennan. We recommend that shareholders WITHHOLD votes from W. James McNerney, Jr., Kevin W. Sharer, and Edward A. Brennan for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director Michael L. Eskew --- For 1.3 Elect Director W. James McNerney, Jr. --- Withhold 1.4 Elect Director Kevin W. Sharer --- Withhold 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/23/04 - A Abbott Laboratories *ABT* 002824100 02/25/04 21,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/20/04 - A Advanced Fibre Communications, 00754A105 03/23/04 1,200 Inc. *AFCI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A ADVANCED MEDICAL OPTICS INC 00763M108 03/26/04 2,100 *AVO* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 1,300 1 Classify the Board of Directors For For Mgmt 2 Elect Directors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 05/03/04 - A AFLAC Incorporated *AFL* 001055102 02/25/04 62,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Daniel P. Amos --- For We recommend a vote FOR the directors with the exception of Michael H. Armacost. We recommend that shareholders WITHHOLD votes from Michael H. Armacost for poor attendance. 1.2 Elect Director John Shelby Amos II --- For 1.3 Elect Director Michael H. Armacost --- Withhold 1.4 Elect Director Kriss Cloninger III --- For 1.5 Elect Director Joe Frank Harris --- For 1.6 Elect Director Elizabeth J. Hudson --- For 1.7 Elect Director Kenneth S. Janke, Sr. --- For 1.8 Elect Director Douglas W. Johnson --- For 1.9 Elect Director Robert B. Johnson --- For 1.10 Elect Director Charles B. Knapp --- For 1.11 Elect Director Hidefumi Matsui --- For 1.12 Elect Director Nobuhiro Mori --- For 1.13 Elect Director E. Stephen Purdom, M.D. --- For 1.14 Elect Director Barbara K. Rimer, Ph.D. --- For 1.15 Elect Director Marvin R. Schuster --- For 1.16 Elect Director Glenn Vaughn, Jr. --- For 1.17 Elect Director Robert L. Wright --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 137,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters 5 Political Contributions/Activities Against Against ShrHoldr 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against ShrHoldr 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Ambac Financial Group, Inc. 023139108 03/09/04 15,600 *ABK* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Ratify Auditors For For Mgmt 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 99,000 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, we take into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, 026874107 03/26/04 114,262 Inc. *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Approve Non-Employee Director Stock For For Mgmt Option Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Against Against ShrHoldr Predatory Lending 06/10/04 - A American Power Conversion 029066107 04/14/04 51,000 Corp. *APCC* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director Rodger B. Dowdell, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 2.2 Elect Director Emanuel E. Landsman --- Withhold 2.3 Elect Director Neil E. Rasmussen --- Withhold 2.4 Elect Director Ervin F. Lyon --- Withhold 2.5 Elect Director James D. Gerson --- For 2.6 Elect Director John G. Kassakian --- For 2.7 Elect Director John F. Keane, Sr. --- For 2.8 Elect Director Ellen B. Richstone --- For 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 33,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Abstain ShrHoldr 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/29/04 - A AnnTaylor Stores Corp. *ANN* 036115103 03/08/04 900 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 30,418 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against Against ShrHoldr 05/13/04 - A Applebee's International, Inc. 037899101 03/15/04 1,100 *APPB* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Report on Genetically Modified Against Against ShrHoldr Organisms 05/11/04 - A Argonaut Group, Inc. *AGII* 040157109 04/05/04 2,950 1 Elect Directors For Split Mgmt 1.1 Elect Director Hector De Leon --- For We recommend a vote FOR the directors with the exception of affiliated outsider Fayez S. Sarofim. We recommend that shareholders WITHHOLD votes from Fayez S. Sarofim for poor attendance. 1.2 Elect Director Frank W. Maresh --- For 1.3 Elect Director Allan W. Fulkerson --- For 1.4 Elect Director David Hartoch --- For 1.5 Elect Director John R. Power, Jr. --- For 1.6 Elect Director George A. Roberts --- For 1.7 Elect Director Fayez S. Sarofim --- Withhold 1.8 Elect Director Mark E. Watson III --- For 1.9 Elect Director Gary V. Woods --- For 2 Increase Authorized Common Stock For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Amend Non-Employee Director Stock For For Mgmt Option Plan 6 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/26/04 - A Arris Group Inc *ARRS* 04269Q100 04/12/04 3,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/27/04 - A Arrow Electronics, Inc. *ARW* 042735100 03/29/04 17,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/06/04 - A Artesyn Technologies, Inc. 043127109 03/08/04 3,000 *ATSN* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward S. Croft, III --- For We recommend a vote FOR the directors with the exception of affiliated outsider Ronald D. Schmidt. We recommend that shareholders WITHHOLD votes from Ronald D. Schmidt for standing as an affiliated outsider on the Governance and Nominating Committee. 1.2 Elect Director Lawrence J. Matthews --- For 1.3 Elect Director Joseph M. O'Donnell --- For 1.4 Elect Director Stephen A. Ollendorff --- For 1.5 Elect Director Phillip A. O'Reilly --- For 1.6 Elect Director Bert Sager --- For 1.7 Elect Director A. Eugene Sapp, Jr. --- For 1.8 Elect Director Ronald D. Schmidt --- Withhold 1.9 Elect Director Lewis Solomon --- For 1.10 Elect Director John M. Steel --- For 2 Amend Non-Employee Director Stock For For Mgmt Option Plan 3 Amend Omnibus Stock Plan For For Mgmt 05/19/04 - A AT&T Wireless Services, Inc. 00209A106 03/22/04 25,200 *AWE* 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Nobuharu Ono --- For 2.2 Elect Director Carolyn M. Ticknor --- For 2.3 Elect Director John D. Zeglis --- For 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The compensation committee is composed of entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the compensation committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the company's compensation program should utilize justifiable performance criteria, the proposed caps and restrictions would be unduly restrictive. Thus, we do not support this proposal. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 06/17/04 - A Autodesk, Inc. *ADSK* 052769106 05/05/04 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Policy Regarding Equity-Based Against For ShrHoldr Compensation for Executives Given that the company does not maintain any mechanisms that promote the long-term value for shareholders, we believe that support for this non-binding proposal sends a strong message to the board to require executives to have a long-term stake in the company. Therefore, executives are committed to promote the long-term value for shareholders. 04/27/04 - A Autoliv Inc. *ALV* 052800109 03/02/04 800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Axcelis Technologies Inc 054540109 03/08/04 1,300 *ACLS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Gary L. Tooker --- For We recommend a vote FOR the directors with the exception of affiliated outsider Alexander M. Cutler. We recommend that shareholders WITHHOLD votes from Alexander M. Cutler for standing as an affiliated outsider on the Audit, Compensation and Nominating committees. 1.2 Elect Director Patrick H. Nettles --- For 1.3 Elect Director Alexander M. Cutler --- Withhold 2 Ratify Auditors For For Mgmt 04/28/04 - A Baker Hughes Incorporated 057224107 03/03/04 35,900 *BHI* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Edward P. Djerejian --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsiders Charles L. Watson, H. John Riley, Jr., and Edward P. Djerejian for failure to implement the board declassification proposal. 1.2 Elect Director H. John Riley, Jr. --- Withhold 1.3 Elect Director Charles L. Watson --- Withhold 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Baker Hughes does not have a rights plan. Last year the board adopted a policy that any future poison pill must be ratified by shareholders either at the time of adoption or, if advised by a committee of independent directors, within a year of adoption or else the pill will then expire. We believe that such a policy strikes an appropriate balance between the board's exercise of its fiduciary duty and the rights of shareholders to ensure that a future pill is not used in an abusive fashion. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 49,900 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In view of the company's efforts and the disclosure expected with the final settlement agreement, we do not support this proposal at this time. 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 30,600 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 06/03/04 - S Barra, Inc. 068313105 05/04/04 800 1 Approve Merger Agreement For For Mgmt Based on the market premium, the fairness opinion, and the thorough negotiation process, we believe that the merger agreement warrants shareholder support. 04/27/04 - A BOK Financial Corp. *BOKF* 05561Q201 03/01/04 1,469 1 Elect Directors For Split Mgmt 1.1 Elect Director C. Fred Ball, Jr. --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider James A. Robinson, independent outsiders Steven E. Moore and David L. Kyle, and insiders Stanley A. Lybarger, George B. Kaiser, V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. We recommend that shareholders WITHHOLD votes from Steven E. Moore and David L. Kyle for poor attendance, from Stanley A. Lybarger and George B. Kaiser for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee, and from James A. Robinson for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from V. Burns Hargis, Robert G. Greer, and C. Fred Ball, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Sharon J. Bell --- For 1.3 Elect Director Joseph E. Cappy --- For 1.4 Elect Director Luke R. Corbett --- For 1.5 Elect Director William E. Durrett --- For 1.6 Elect Director Robert G. Greer --- Withhold 1.7 Elect Director David F. Griffin --- For 1.8 Elect Director V. Burns Hargis --- Withhold 1.9 Elect Director E. Carey Joullian, IV --- For 1.10 Elect Director George B. Kaiser --- Withhold 1.11 Elect Director Judith Z. Kishner --- For 1.12 Elect Director David L. Kyle --- Withhold 1.13 Elect Director Robert J. LaFortune --- For 1.14 Elect Director Stanley A. Lybarger --- Withhold 1.15 Elect Director Steven J. Malcolm --- For 1.16 Elect Director Paula Marshall-Chapman --- For 1.17 Elect Director Steven E. Moore --- Withhold 1.18 Elect Director James A. Robinson --- Withhold 1.19 Elect Director L. Francis Rooney, III --- For 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 37,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/30/04 - A Boyd Gaming Corp. *BYD* 103304101 03/31/04 1,600 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For Split Mgmt 2.1 Elect Director William S. Boyd --- Withhold We recommend a vote FOR Peter M. Thomas and Frederick J. Schwab and a WITHHOLD for William S. Boyd for standing as an insider on a non-majority independent board. 2.2 Elect Director Frederick J. Schwab --- For 2.3 Elect Director Peter M. Thomas --- For 3 Ratify Auditors For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/08/04 24,000 1 Elect Directors For For Mgmt 1.1 Elect Director Peter R. Dolan --- For 1.2 Elect Director Louis V. Gerstner, Jr. --- For 1.3 Elect Director Leif Johansson --- For 2 Ratify Auditors For For Mgmt 3 Report on Political Against Against ShrHoldr Contributions/Activities 4 Cease Political Against Against ShrHoldr Contributions/Activities 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 13,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/14/04 - A Caterpillar Inc. *CAT* 149123101 02/17/04 15,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Although we commend the company for approving the TIDE provision to the company's rights plan, because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 5 Report on Equipment Sales to Israel Against Against ShrHoldr In this case, we agree with the company's statement on the issue. While we recommend that Caterpillar continuously review the risks and opportunities associated with each market that the company operates in, it would be overly burdensome and potentially costly to monitor and respond to issues resulting from the end use of the company's products. Further, we note that Caterpillar complies with current laws and regulations regarding international operations. Additionally, we agree that government officials and organizations can better address the political aspects of this proposal, and may represent a more appropriate forum for these concerns. As such, we do not recommend shareholder support for this proposal at this time. 6 Report on Operational Imact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/06/04 - A CenturyTel, Inc. *CTL* 156700106 03/08/04 3,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 4,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy 4 Amend Omnibus Stock Plan For For Mgmt 5 Report on Operational Impact of Against For ShrHoldr HIV/AIDS, TB, and Malaria Pandemic Given the seriousness of the issue and the company's stated views and commitments, we recommend in favor of this request. 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador 9 Report on Renewable Energy Against Against ShrHoldr 05/13/04 - A Chicago Bridge & Iron Co. 167250109 04/01/04 1,400 *CBI* Meeting for Holders of ADRs 1 FIRST POSITION: BALLENGEE For For Mgmt 2 FIRST POSITION: BORDAGES Against Abstain Mgmt 3 SECOND POSITION: SIMPSON For For Mgmt 4 SECOND POSITION: LEVENTRY Against Abstain Mgmt 5 TO AUTHORIZE THE PREPARATION OF THE For For Mgmt ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS 6 TO DISCHARGE MANAGEMENT BOARD AND For For Mgmt SUPERVISORY BOARD FROM LIABILITY IN EXERCISE OF THEIR DUTIES 7 TO RESOLVE THE FINAL DIVIDEND For For Mgmt 8 TO REPURCHASE UP TO 30% OF THE For Against Mgmt ISSUED SHARE CAPITAL 9 TO CANCEL SHARES TO BE ACQUIRED BY For For Mgmt THE COMPANY IN ITS OWN SHARE CAPITAL 10 TO APPROVE THE EXTENSION OF THE For For Mgmt AUTHORITY TO ISSUE AND/OR GRANT RIGHTS ON SHARES AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS 11 TO INCREASE THE AMOUNT OF THE For For Mgmt AUTHORIZED SHARE CAPITAL 12 TO APPOINT DELOITTE & TOUCHE AS THE For For Mgmt COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS 05/06/04 - A Church & Dwight Co., Inc. 171340102 03/12/04 1,100 *CHD* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A CIMAREX ENERGY CO *XEC* 171798101 03/26/04 1,600 1 Elect Directors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 145,645 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr We feel that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. While we are concerned that certain companies award compensation packages without consideration of performance hurdles, being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, we recommend shareholders oppose this request. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 21,800 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 04/20/04 - A CNF Inc. *CNF* 12612W104 03/01/04 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Community Health Systems, Inc. 203668108 03/31/04 1,100 *CYH* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 3 Ratify Auditors For For Mgmt 4 Separate Chairman and CEO Positions Against Against ShrHoldr 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 11,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge 05/04/04 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/09/04 2,800 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur H. Aronson --- For 1.2 Elect Director Thomas A. Dattilo --- For 1.3 Elect Director Byron O. Pond --- For 2 Ratify Auditors Against For ShrHoldr This proposal would not effect the company's ability to select its auditor, but rather would allow shareholders the right to ratify or not ratify that choice. We note that the company has not, in the past, put the auditor up for ratification. We also note that the non-audit related fees paid to Ernst & Young, in the past fiscal year represented 47.07 percent of the total fees paid to that firm. The company's Audit Committee has established a policy regarding pre-approval of all audit and non-audit services expected to be performed by Ernst & Young. Before the corporate accounting-related scandals of the past two years, ratification of auditors was generally viewed as a routine agenda item. A vote for an auditor by shareholders is confirmation that the auditor has objectively reviewed the company's financial statements for compliance with generally accepted accounting principles. Due to the recent SEC rules on auditor independence and increased shareholder scrutiny on this issue, however, ratification of auditors has turned into a more controversial agenda item. As such, we believe that shareholders should have the opportunity to assess the auditor's general performance, the audit and non-audit related fees paid by the company, and the auditor's overall independence. Therefore, we recommend a vote for this proposal. 05/19/04 - A Corn Products International, 219023108 03/22/04 3,700 Inc. *CPO* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A Corus Bankshares, Inc. *CORS* 220873103 02/23/04 1,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph C. Glickman --- Withhold We recommend a vote FOR the directors with the exceptions of Michael J. Mcclure and Steven D. Fifield. We recommend that shareholders WITHHOLD votes from Michael J. Mcclure for standing as an affiliated outsider on the Audit Committee, Steven D. Fifield for standing as an affiliated outsider on the Compensation Committee, and Michael J. Mcclure for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Robert J. Glickman --- Withhold 1.3 Elect Director Robert J. Buford --- For 1.4 Elect Director Steven D. Fifield --- Withhold 1.5 Elect Director Rodney D. Lubeznik --- For 1.6 Elect Director Michael J. Mcclure --- Withhold 1.7 Elect Director Peter C. Roberts --- For 2 Ratify Auditors For For Mgmt 06/16/04 - A Countrywide Financial Corp. 222372104 04/19/04 8,199 *CFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 05/18/04 - A Cox Communications, Inc. *COX* 224044107 03/19/04 247,600 1 Elect Directors For Split Mgmt 1.1 Elect Director G. Dennis Berry --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsider Andrew J. Young, and insiders James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry. We recommend that shareholders WITHHOLD votes from Andrew J. Young for poor attendance. We also recommend that shareholders WITHHOLD votes from James O. Robbins, Robert C. O'Leary, James C. Kennedy, and G. Dennis Berry for failure to establish an independent nominating committee, and for failure to establish a majority independent board. 1.2 Elect Director Janet M. Clarke --- For 1.3 Elect Director James C. Kennedy --- Withhold 1.4 Elect Director Robert C. O'Leary --- Withhold 1.5 Elect Director James O. Robbins --- Withhold 1.6 Elect Director Rodney W. Schrock --- For 1.7 Elect Director Andrew J. Young --- Withhold 2 Approve Employee Stock Purchase Plan For For Mgmt 05/19/04 - A Cullen/Frost Bankers, Inc. 229899109 04/02/04 700 *CFR* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Cymer, Inc. *CYMI* 232572107 03/31/04 800 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Charles J. Abbe --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members and independent outsiders Edward H. Braun for poor attendance, for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Charles J. Abbe for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and Michael R. Gaulke for paying excessive non-audit fees, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. From Peter J. Simone for standing as an affiliated outsider on the Nominating Committee, and for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. Lastly from insider Robert P. Akins, affiliated outsider William G. Oldham, independent outsiders Young K. Sohn, and Jon D. Tompkins for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Robert P. Akins --- Withhold 1.3 Elect Director Edward H. Braun --- Withhold 1.4 Elect Director Michael R. Gaulke --- Withhold 1.5 Elect Director William G. Oldham --- Withhold 1.6 Elect Director Peter J. Simone --- Withhold 1.7 Elect Director Young K. Sohn --- Withhold 1.8 Elect Director Jon D. Tompkins --- Withhold 2 Amend Employee Stock Purchase Plan For For Mgmt We approve of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For Against Mgmt In this case, 66.87 percent of the total fees paid to the auditor is attributable to non-audit work. This notably disproportionate fee arrangement could significantly impair the auditor's independence. 05/26/04 - A Cytyc Corporation *CYTC* 232946103 04/05/04 2,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/26/04 - A DADE BEHRING HLDGS INC *DADE* 23342J206 03/30/04 1,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/17/04 - A Dendrite International, Inc. 248239105 03/22/04 2,800 *DRTE* 1 Elect Directors For Split Mgmt 1.1 Elect Director John E. Bailye --- For We recommend a vote FOR the directors with the exception of Patrick J. Zenner. We recommend that shareholders WITHHOLD votes from Patrick J. Zenner for sitting on more than six boards. 1.2 Elect Director John A. Fazio --- For 1.3 Elect Director Bernard M. Goldsmith --- For 1.4 Elect Director Edward J. Kfoury --- For 1.5 Elect Director Paul A. Margolis --- For 1.6 Elect Director John H. Martinson --- For 1.7 Elect Director Terence H. Osborne --- For 1.8 Elect Director Patrick J. Zenner --- Withhold 05/18/04 - A Developers Diversified Realty 251591103 03/22/04 700 Corp. *DDR* 1 Elect Directors For For Mgmt 2 Amend Shareholder Rights Plan For For Mgmt (Poison Pill) 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/25/04 - A Dollar General Corp. *DG* 256669102 03/22/04 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Dover Corp. *DOV* 260003108 02/27/04 17,500 1 Elect Directors For Split Mgmt 1.1 Elect Director David H. Benson --- For We recommend a vote FOR the directors with the exception of Gary L. Roubos. We recommend that shareholders WITHHOLD votes from Gary L. Roubos for standing as an affiliated outsider on the Audit Committee and Gary L. Roubos for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Jean-Pierre M. Ergas --- For 1.3 Elect Director Kristiane C. Graham --- For 1.4 Elect Director Ronald L. Hoffman --- For 1.5 Elect Director James L. Koley --- For 1.6 Elect Director Richard K. Lochridge --- For 1.7 Elect Director Thomas L. Reece --- For 1.8 Elect Director Bernard G. Rethore --- For 1.9 Elect Director Gary L. Roubos --- Withhold 1.10 Elect Director Michael B. Stubbs --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 1,000 *EGP* 1 Elect Directors For For Mgmt 1.1 Elect Director D. Pike Aloian --- For 1.2 Elect Director Alexander G. Anagnos --- For 1.3 Elect Director H. C. Bailey, Jr. --- For 1.4 Elect Director Hayden C. Eaves, III --- For 1.5 Elect Director Fredric H. Gould --- For 1.6 Elect Director David H. Hoster II --- For 1.7 Elect Director David M. Osnos --- For 1.8 Elect Director Leland R. Speed --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/27/04 - A EDO Corp. *EDO* 281347104 03/05/04 2,200 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For Against Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 13,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 56,100 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 05/18/04 - A Encore Medical Corp. *ENMC* 29256E109 04/02/04 8,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard O. Martin, Ph.D. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Zubeen Shroff. We recommend that shareholders WITHHOLD votes from Zubeen Shroff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Zubeen Shroff --- Withhold 1.3 Elect Director Bruce Wesson --- For 2 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A Energen Corp. *EGN* 29265N108 03/05/04 1,300 1 Elect Directors For For Mgmt 05/13/04 - A Energy Partners, Ltd *EPL* 29270U105 03/17/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Bachmann --- For We recommend a vote FOR the directors with the exception of affiliated outsider William O. Hiltz. We recommend that shareholders WITHHOLD votes from William O. Hiltz for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director John C Bumgarner --- For 1.3 Elect Director Jerry D. Carlisle --- For 1.4 Elect Director Harold D. Carter --- For 1.5 Elect Director Enoch L. Dawkins --- For 1.6 Elect Director Robert D. Gershen --- For 1.7 Elect Director William O. Hiltz --- Withhold 1.8 Elect Director John G. Phillips --- For 1.9 Elect Director Dr. Eamon M. Kelly --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/11/04 - A Ensco International, Inc. 26874Q100 03/15/04 19,500 *ESV* 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- Withhold We recommend that shareholders vote FOR Rita M. Rodriguez but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Compensation Committee members David M. Carmichael and Thomas L. Kelly II for not aligning CEO's compensation with shareholders interests. 1.2 Elect Director Thomas L. Kelly II --- Withhold 1.3 Elect Director Rita M. Rodriguez --- For 05/13/04 - A Entercom Communications Corp. 293639100 03/19/04 900 *ETM* 1 Elect Directors For For Mgmt 05/14/04 - A Entergy Corp. *ETR* 29364G103 03/17/04 13,900 1 Elect Directors For For Mgmt 1.1 Elect Director Maureen Scannell Bateman --- For 1.2 Elect Director W. Frank Blount --- For 1.3 Elect Director Simon D. deBree --- For 1.4 Elect Director Claiborne P. Deming --- For 1.5 Elect Director Alexis M. Herman --- For 1.6 Elect Director Donald C. Hintz --- For 1.7 Elect Director J. Wayne Leonard --- For 1.8 Elect Director Robert v.d. Luft --- For 1.9 Elect Director Kathleen A. Murphy --- For 1.10 Elect Director Paul W. Murrill --- For 1.11 Elect Director James R. Nichols --- For 1.12 Elect Director William A. Percy, II --- For 1.13 Elect Director Dennis H. Reilley --- For 1.14 Elect Director Wm. Clifford Smith --- For 1.15 Elect Director Bismark A. Steinhagen --- For 1.16 Elect Director Steven V. Wilkinson --- For 2 Ratify Auditors For For Mgmt 3 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote We generally support the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval, which would limit a board's negotiating flexibility. However, the company appears to have a policy in place that is consistent with the proposal. Therefore, we believe this proposal is moot and does not warrant shareholder support. 4 Restore or Provide for Cumulative Against Against ShrHoldr Voting 5 Prohibit Awards to Executives Against Against ShrHoldr We believe that an independent compensation committee needs to have flexibility in constructing compensation packages for its top managers in order to remain competitive in the marketplace. The prohibition of all future stock options, SARs and severance packages would effectively limit the company's ability to retain and attract qualified management. This proposal is too restrictive, and does not warrant shareholder approval. 05/04/04 - A EOG Resources, Inc. *EOG* 26875P101 03/08/04 62,300 1 Elect Directors For For Mgmt 1.1 Elect Director George A. Alcorn --- For 1.2 Elect Director Charles R. Crisp --- For 1.3 Elect Director Mark G. Papa --- For 1.4 Elect Director Edmund P. Segner, III --- For 1.5 Elect Director Donald F. Textor --- For 1.6 Elect Director Frank G. Wisner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 1,600 *EVG* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Dennis R. Carlton --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider Arthur L. Smith, and insiders Mark S. Sexton and Dennis R. Carlton for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Mark S. Sexton --- Withhold 1.3 Elect Director Arthur L. Smith --- Withhold 2 Ratify Auditors For For Mgmt 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 151,886 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Against Against ShrHoldr Contributions/Activities 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against Against ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Amend EEO Statement to Include Against Abstain ShrHoldr Reference to Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 05/25/04 - A Fannie Mae *FNM* 313586109 04/06/04 56,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 103,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A First Midwest Bancorp, Inc. 320867104 03/26/04 100 *FMBI* 1 Elect Directors For For Mgmt 05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 1,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Tom Kartsotis --- Withhold We recommend a vote FOR Donald J. Stone but WITHHOLD votes from all other nominees. We recommend that shareholders WITHHOLD votes from insider Jal S. Shroff and affiliated outsider Tom Kartsotis for failure to establish an independent nominating committee and for failure to establish majority board independence. 1.2 Elect Director Jal S. Shroff --- Withhold 1.3 Elect Director Donald J. Stone --- For 2 Amend Omnibus Stock Plan For For Mgmt 05/04/04 - A Gannett Co., Inc. *GCI* 364730101 03/05/04 27,100 1 Elect Directors For For Mgmt 1.1 Elect Director James A. Johnson --- For 1.2 Elect Director Douglas H. McCorkindale --- For 1.3 Elect Director Stephen P. Munn --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed of majority independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 05/05/04 - A General Dynamics Corp. *GD* 369550108 03/12/04 17,200 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 4 Report on Foreign Military Sales Against Against ShrHoldr 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 143,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Abstain ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Abstain ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Against For ShrHoldr Companies Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Against Against ShrHoldr Contributions/Activities 05/12/04 - A Genesee & Wyoming Inc. *GWR* 371559105 03/29/04 1,350 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/29/04 - A Genlyte Group, Inc. (The) 372302109 03/08/04 600 *GLYT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry K. Powers --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from insiders Zia Eftekhar and Larry K. Powers for failure to establish an independent nominating committee. 1.2 Elect Director Zia Eftekhar --- Withhold 05/13/04 - A Gentex Corp. *GNTX* 371901109 03/19/04 700 1 Elect Directors For For Mgmt 2 Amend Stock Option Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/23/04 - A Graco Inc. *GGG* 384109104 02/23/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/24/04 - A Granite Construction Inc. 387328107 03/26/04 2,000 *GVA* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rebecca A. McDonald --- For We recommend a vote FOR the directors with the exception of affiliated outsider George B. Searle. We recommend that shareholders WITHHOLD votes from George B. Searle for standing as an affiliated outsider on the Audit/Compliance and Compensation committees. 1.2 Elect Director George B. Searle --- Withhold 1.3 Elect Director William G. Dorey --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Separate Chairman and CEO Positions Against Against ShrHoldr 4 Ratify Auditors For For Mgmt 04/15/04 - A H.B. Fuller Co. *FUL* 359694106 02/20/04 1,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A HCC Insurance Holdings, Inc. 404132102 04/05/04 2,000 *HCC* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 05/06/04 - A Heartland Express, Inc. *HTLD* 422347104 03/10/04 2,600 1 Elect Directors For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 800 1 Elect Directors For Split Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- Withhold 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 71,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory D. Brenneman --- For We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- Withhold 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr Because we support pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Abstain ShrHoldr 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Against Against ShrHoldr Majority of the Shares to Elect Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 04/26/04 - A Honeywell International, Inc. 438516106 02/27/04 9,600 *HON* 1 Elect Directors For Split Mgmt 1.1 Elect Director James J. Howard --- Withhold We recommend withholding votes from all of the nominees with the exception of new nominee Eric K. Shinseki. We recommend shareholders WITHHOLD votes from Ivan G. Seidenberg, Russell E. Palmer, Bruce Karatz, and James J. Howard for failure to implement the proposal to eliminate the supermajority vote requirement. 1.2 Elect Director Bruce Karatz --- Withhold 1.3 Elect Director Russell E. Palmer --- Withhold 1.4 Elect Director Ivan G. Seidenberg --- Withhold 1.5 Elect Director Eric K. Shinseki --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter As a matter of policy, we recommend that shareholders vote for all proposals that eliminate supermajority vote requirements, as they serve as entrenchment devices for management and therefore are not in the shareholders' best interest. 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote We support the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. This proposal also allows the company to seek shareholder approval after the material terms of the agreement have been agreed upon. Therefore, we support this proposal. 6 Report on Pay Disparity Against Abstain ShrHoldr 7 Provide for Cumulative Voting Against Against ShrHoldr 05/11/04 - A HRPT Properties Trust *HRP* 40426W101 03/19/04 2,400 1 Elect Directors For For Mgmt 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 6,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Ingram Micro, Inc. *IM* 457153104 03/26/04 6,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Orrin H. Ingram II --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Orrin H. Ingram II. We recommend that shareholders WITHHOLD votes from Orrin H. Ingram II for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Michael T. Smith --- For 1.3 Elect Director Joe B. Wyatt --- For 1.4 Elect Director Howard I. Atkins --- For 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 172,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, we believe that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr In this case, the company uses standard options for its long term compensation. It does not currently award or plans to award performance-based options. The proposal requests for a portion of future stock option grants to be performance-based to senior executives and is therefore not unduly restrictive. The company should be able to identify appropriate performance criteria and clearly disclose the associated performance goals or hurdle rates to the shareholders. This would provide further discipline and alignment in award of executive compensation to shareholders interest. 04/27/04 - A Inter-Tel, Inc. *INTL* 458372109 03/05/04 1,800 1 Elect Directors For For Mgmt 1.1 Elect Director Steven G. Mihaylo --- For 1.2 Elect Director J. Robert Anderson --- For 1.3 Elect Director Jerry W. Chapman --- For 1.4 Elect Director Gary D. Edens --- For 1.5 Elect Director C. Roland Haden --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/20/04 - A Interface, Inc. *IFSIA* 458665106 03/15/04 4,700 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus For For Mgmt Plan 04/27/04 - A International Business 459200101 02/27/04 49,000 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans We believe the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. We agree with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr We support the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr We agree with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr 11 Report on Political Against Against ShrHoldr Contributions/Activities 12 Report on Executive Compensation Against For ShrHoldr While we do not suggest that current compensation practices have the intended effects suggested by the shareholder, we nonetheless support this proposal as the additional reporting will provide shareholders with greater transparency on compensation policies. 05/21/04 - A Intuitive Surgical Inc *ISRG* 46120E602 04/05/04 2,400 1 Elect Directors For For Mgmt 05/06/04 - A Itron, Inc. *ITRI* 465741106 02/27/04 570 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Johnson & Johnson *JNJ* 478160104 02/24/04 72,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 05/25/04 - A JP Morgan Chase & Co. *JPM* 46625H100 04/02/04 119,220 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Hans W. Becherer --- For 2.2 Elect Director Frank A. Bennack, Jr. --- For 2.3 Elect Director John H. Biggs --- For 2.4 Elect Director Lawrence A. Bossidy --- For 2.5 Elect Director Ellen V. Futter --- For 2.6 Elect Director William H. Gray, III --- For 2.7 Elect Director William B. Harrison, Jr --- For 2.8 Elect Director Helene L. Kaplan --- For 2.9 Elect Director Lee R. Raymond --- For 2.10 Elect Director John R. Stafford --- For 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Adjourn Meeting For Against Mgmt Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 6 Establish Term Limits for Directors Against Against ShrHoldr Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 7 Charitable Contributions Against Against ShrHoldr We generally believe that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The JP Morgan Chase Foundation engages and donates to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Further, the company provides comprehensive information regarding its corporate giving grants in its Corporate Responsibility Annual Reports available on the company's website. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 10 Provide Adequate Disclosure for Against Against ShrHoldr over the counter Derivatives 11 Auditor Independence Against For ShrHoldr Since approval of this proposal will enhance company's transparency to shareholders and ensure auditor independence, we support this proposal. 12 Submit Non-Employee Director Against Against ShrHoldr Compensation to Vote JP Morgan's director compensation is in line with the compensation practices of its peers. We agree with the company's view that a significant portion of the overall director compensation be linked to the company's stock. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against the proposal. 13 Report on Pay Disparity Against Abstain ShrHoldr Since approval of this proposal will help JP Morgan review its current pay practices and policies, and provide transparency to its shareholders, we support this request. 06/15/04 - A kforce, Inc. *KFRC* 493732101 04/12/04 3,400 1 Elect Directors For For Mgmt 05/13/04 - A Landstar System, Inc. *LSTR* 515098101 03/19/04 900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 1,400 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A Liberty Media Corp. *L* 530718105 04/21/04 145,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert R. Bennett --- Withhold We recommend a vote FOR the directors with the exception of insiders John C. Malone and Robert R. Bennett. We recommend that shareholders WITHHOLD votes from John C. Malone and Robert R. Bennett for failure to establish a majority independent board. 1.2 Elect Director Paul A. Gould --- For 1.3 Elect Director John C. Malone --- Withhold 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/15/04 - A LifePoint Hospitals, Inc. 53219L109 04/16/04 1,300 *LPNT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 5 Ratify Auditors For For Mgmt 05/06/04 - A Linens 'n Things, Inc. *LIN* 535679104 03/08/04 2,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 04/30/04 - A Littelfuse, Inc. *LFUS* 537008104 03/12/04 1,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/04 - A M.D.C. Holdings, Inc. *MDC* 552676108 02/27/04 300 1 Elect Directors For For Mgmt 1.1 Elect Director Herbert T. Buchwald --- For 1.2 Elect Director Larry A. Mizel --- For 2 Prepare Sustainability Report Against For ShrHoldr Given the company's current lack of disclosure and the fact that preparation of this report will provide shareholders with a more complete view of the company's policies regarding this matter, we recommend that shareholders support this shareholder proposal. 04/27/04 - A Macdermid, Inc. *MRD* 554273102 03/03/04 2,300 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel H. Leever --- For 1.2 Elect Director Donald G. Ogilvie --- For 1.3 Elect Director James C. Smith --- For 1.4 Elect Director Joseph M. Silvestri --- For 1.5 Elect Director T. Quinn Spitzer --- For 1.6 Elect Director Robert L. Ecklin --- For 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/28/04 - A MAF Bancorp, Inc. *MAFB* 55261R108 03/10/04 1,500 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Terry A. Ekl --- Withhold We recommend that shareholders WITHHOLD votes from all the nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Lois B. Vasto for failure to establish a majority independent board and for standing as an affiliated outsider on the Nominating Committee. We also recommend that shareholders WITHHOLD votes from insiders Jerry A. Weberling, Thomas R. Perz, and Kenneth R. Koranda, and from affiliated outsider Terry A. Ekl for failure to establish a majority independent board. 1.2 Elect Director Kenneth R. Koranda --- Withhold 1.3 Elect Director Thomas R. Perz --- Withhold 1.4 Elect Director Lois B. Vasto --- Withhold 1.5 Elect Director Jerry A. Weberling --- Withhold 04/27/04 - A MARINE PRODUCTS CORP *MPX* 568427108 03/15/04 1,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Wilton Looney --- For We recommend a vote FOR Wilton Looney and WITHHOLD votes from insiders Gary W. Rollins and James A. Lane, Jr. We recommend that shareholders WITHHOLD votes from Gary W. Rollins and James A. Lane for failure to establish a majority independent board. 1.2 Elect Director Gary W. Rollins --- Withhold 1.3 Elect Director James A. Lane, Jr. --- Withhold 2 Approve Omnibus Stock Plan For Against Mgmt Although the total cost of the company's plans of 10.53 percent is within the allowable cap for this company of 19.66 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 05/20/04 - A Marsh & McLennan Companies, 571748102 03/22/04 13,000 Inc. *MMC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A Maverick Tube Corp. *MVK* 577914104 03/05/04 2,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Maytag Corp. *MYG* 578592107 03/16/04 1,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayland R. Hicks --- Withhold Effective corporate governance depends upon the board being accountable to shareholders. Although the proposals to declassify the board and to submit the poison pill to a shareholder vote received the clear mandate of the company's shareholders for more than two consecutive years, the board has yet to implement the proposals in accordance with the desires of shareholders. Such failure or unwillingness to respond to the desires of shareholders warrants withholding votes from those nominated directors that were directors during the relevant period. We recommend a vote FOR James A. McCaslin but WITHHOLD votes from Fred G. Steingraber, W. Ann Reynolds, and Wayland R. Hicks for failure to implement the shareholder approved proposals. 1.2 Elect Director James A. McCaslin --- For 1.3 Elect Director W. Ann Reynolds --- Withhold 1.4 Elect Director Fred G. Steingraber --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Amend Articles For For Mgmt 5 Declassify the Board of Directors Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote In this case, the company's poison was not approved by shareholders nor does it embody the above features that we recommend. While we acknowledge the board's note on amending the term of the pill, nevertheless we highlight that the board is able to re-instate the pill or reverse this determination at any time without having to seek shareholder approval. Therefore, we believe that this determination by the board does little to answer the concerns and interests of shareholders. We note also that the board has failed to implement the previously supported shareholder proposals regarding adoption and maintenance of a poison pill. Although we recognize that shareholder proposals are not binding on the company, we consider withholding votes for directors who ignore shareholder proposals that have been passed two years in a row by a majority of votes cast. The re-presentation of this proposal and the repeated supported from shareholders over the last three years emphasizes the importance that shareholders place on this issue. While we recommend withholding votes on the directors nominated this year, we will closely monitor management's response to this year's vote on this proposal. 04/27/04 - A MB Financial, Inc. *MBFI* 55264U108 03/15/04 400 1 Elect Directors For For Mgmt 05/03/04 - A MBNA Corp. *KRB* 55262L100 02/13/04 118,350 1 Elect Directors For Split Mgmt 1.1 Elect Director James H. Berick --- Withhold We recommend a vote FOR the directors with the exceptions of insider Bruce L. Hammonds and affiliated outsiders Benjamin R. Civiletti ,James H. Berick and Randolph D. Lerner. We recommend that shareholders WITHHOLD votes from Benjamin R. Civiletti and James H. Berick for standing as affiliated outsiders on the Audit, Compensation and Governance committees and for failure to establish a majority independent board. We recommend that shareholders WITHHOLD votes from Randolph D. Lerner and Bruce L. Hammonds for failure to establish a majority independent board. 1.2 Elect Director Benjamin R. Civiletti --- Withhold 1.3 Elect Director Bruce L. Hammonds --- Withhold 1.4 Elect Director William L. Jews --- For 1.5 Elect Director Randolph D. Lerner --- Withhold 1.6 Elect Director Stuart L. Markowitz --- For 1.7 Elect Director William B. Milstead --- For 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 4 Require Majority of Independent Against For ShrHoldr Directors on Board We believe that MBNA is moving in the right direction as evidenced by the recent changes in the company such as reducing executive compensation and changing the composition of the board. However, we believe that the board of directors should be an independent body capable of providing objective oversight of management and the company's overall direction. This goal can best be achieved when directors are independent of the CEO and have no personal interest in the company arising from salary, a consulting agreement, or any other significant business arrangement. 04/21/04 - A MEDCO Health Solutions Inc 58405U102 03/10/04 14,978 *MHS* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Mercantile Bank Corp. *MBWM* 587376104 03/01/04 1,100 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Approve Stock Option Plan For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 21,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Abstain ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Abstain ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 04/23/04 - A Merrill Lynch & Co., Inc. 590188108 02/24/04 18,300 *MER* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Separate Chairman and CEO Positions Against Against ShrHoldr 04/27/04 - A Metlife, Inc *MET* 59156R108 03/01/04 28,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Curtis H. Barnette --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Harry P. Kamen and John C. Danforth. We recommend that shareholders WITHHOLD votes from Harry P. Kamen and John C. Danforth for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director John C. Danforth --- Withhold 1.3 Elect Director Burton A. Dole, Jr. --- For 1.4 Elect Director Harry P. Kamen --- Withhold 1.5 Elect Director Charles M. Leighton --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 5 Ratify Auditors For For Mgmt 6 Limit Executive Compensation Against Against ShrHoldr 05/27/04 - A Metrologic Instruments, Inc. 591676101 03/31/04 1,400 *MTLG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard C. Close --- For We recommend a vote FOR the directors with the exception of affiliated outsider William Rulon-Miller. We recommend that shareholders WITHHOLD votes from William Rulon-Miller for standing as an affiliated outsider on the Audit and Compensation committees, for failure to establish an independent nominating committee and for failure to establish a majority independent board. 1.2 Elect Director John H. Mathias --- For 1.3 Elect Director William Rulon-Miller --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/28/04 - A Millipore Corp. *MIL* 601073109 03/05/04 600 1 Elect Directors For For Mgmt 06/16/04 - A Monster Worldwide, Inc. *MNST* 611742107 04/26/04 1,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/20/04 - A Morgan Stanley *MWD* 617446448 02/20/04 43,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against ShrHoldr Contributions/Activities 05/26/04 - A MPS GROUP INC *MPS* 553409103 04/08/04 3,300 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 4 Approve Executive Incentive Bonus For For Mgmt Plan 04/29/04 - A Mueller Industries, Inc. *MLI* 624756102 03/08/04 1,500 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Gennaro J. Fulvio --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Robert B. Hodes for standing as an affiliated outsider on the Nominating Committee and failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, Gennaro J. Fulvio, Gary S. Gladstein, and Terry Hermanson for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill, and William D. O'Hagan, Harvey L. Carp and Robert B. Hodes for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill and failing to create a majority independent board. 1.2 Elect Director Gary S. Gladstein --- Withhold 1.3 Elect Director Terry Hermanson --- Withhold 1.4 Elect Director Robert B. Hodes --- Withhold 1.5 Elect Director Harvey L. Karp --- Withhold 1.6 Elect Director William D. O'Hagan --- Withhold 2 Ratify Auditors For For Mgmt 05/06/04 - A Newfield Exploration Co. *NFX* 651290108 03/19/04 1,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/27/04 - A Nextel Communications, Inc. 65332V103 04/02/04 34,300 *NXTL* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 06/22/04 - A Nordstrom, Inc. *JWN* 655664100 03/17/04 5,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/13/04 - A Norfolk Southern Corp. *NSC* 655844108 03/05/04 61,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A North Fork Bancorporation, 659424105 03/01/04 13,700 Inc. *NFB* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Northern Trust Corp. *NTRS* 665859104 03/01/04 15,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Duane L. Burnham --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert A. Helman. We recommend that shareholders WITHHOLD votes from Robert A. Helman for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Dolores E. Cross --- For 1.3 Elect Director Susan Crown --- For 1.4 Elect Director Robert S. Hamada --- For 1.5 Elect Director Robert A. Helman --- Withhold 1.6 Elect Director Dipak C. Jain --- For 1.7 Elect Director Arthur L. Kelly --- For 1.8 Elect Director Robert C. Mccormack --- For 1.9 Elect Director Edward J. Mooney --- For 1.10 Elect Director William A. Osborn --- For 1.11 Elect Director John W. Rowe --- For 1.12 Elect Director Harold B. Smith --- For 1.13 Elect Director William D. Smithburg --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Northrop Grumman Corp. *NOC* 666807102 03/22/04 9,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 4 Declassify the Board of Directors Against Against ShrHoldr 04/14/04 - A/S Nova Chemicals Corp. (Formerly 66977W109 03/08/04 1,800 Nova Corp.) *NCX.* 1 Elect Directors For For Mgmt 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Approve Continuation of Company For For Mgmt Under Canadian Business Corporation Act 4 Adopt New By-Laws For For Mgmt 04/27/04 - A Pacer International, Inc. 69373H106 03/01/04 1,900 *PACR* 1 Elect Directors For Split Mgmt 1.1 Elect Director P. Michael Giftos --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Bruce H. Spector and Michael S. Gross. We recommend that shareholders WITHHOLD votes from Bruce H. Spector for standing as an affiliated outsider on the Compensation Committee and for failure to establish an independent nominating committee, and from Michael S. Gross for failure to establish an independent nominating committee. 1.2 Elect Director Michael S. Gross --- Withhold 1.3 Elect Director Bruce H. Spector --- Withhold 1.4 Elect Director Thomas L. Finkbiner --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A PacifiCare Health Systems, 695112102 03/31/04 1,200 Inc. *PHS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Aida Alvarez --- For We recommend a vote FOR the directors with the exception of Terry O. Hartshorn. We recommend that shareholders WITHHOLD votes from Terry O. Hartshorn for standing as an affiliated outsider on the Compensation and Nominating Committee. 1.2 Elect Director Bradley C. Call --- For 1.3 Elect Director Terry O. Hartshorn --- Withhold 1.4 Elect Director Dominic Ng --- For 1.5 Elect Director Howard G. Phanstiel --- For 1.6 Elect Director Warren E. Pinckert Ii --- For 1.7 Elect Director David A. Reed --- For 1.8 Elect Director Charles R. Rinehart --- For 1.9 Elect Director Linda Rosenstock --- For 1.10 Elect Director Lloyd E. Ross --- For 2 Amend Employee Stock Purchase Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/29/04 - A PATTERSON-UTI ENERGY INC. 703481101 05/28/04 1,800 *PTEN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Omnibus Stock Plan For For Mgmt 5 Ratify Auditors For For Mgmt 05/06/04 - A Peabody Energy Corp. *BTU* 704549104 03/15/04 1,300 1 Elect Directors For For Mgmt 1.1 Elect Director William A. Coley --- For 1.2 Elect Director Irl F. Engelhardt --- For 1.3 Elect Director William C. Rusnack --- For 1.4 Elect Director Alan H. Washkowitz --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require Majority of Independent Against For ShrHoldr Directors on Board Since approval of this proposal will ensure continued independence on the board, we recommend a vote for this proposal. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 210,125 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 5 Cease Political Against Against ShrHoldr Contributions/Activities 6 Report on Political Against Against ShrHoldr Contributions/Activities 7 Establish Term Limits for Directors Against Against ShrHoldr 8 Report on Drug Pricing Against Against ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr 05/11/04 - A/S Precision Drilling Corporation 74022D100 03/22/04 900 *PD.* 1 Elect W.C. Dunn, Robert J.S. For For Mgmt Gibson, Murray K. Mullen, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips, Hank B. Swartout, H.Garth Wiggins as Directors 2 Ratify Auditors For For Mgmt 3 Approve 2004 Stock Option Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan and limiting director participation in the plan. However, the total cost of the company's plans of 3.54 percent is above the allowable cap for this company of 3.51 percent. 06/30/04 - A Protein Design Labs, Inc. 74369L103 05/20/04 1,500 *PDLI* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt Although the plan expressly prohibits repricing, the total cost of the company's plan is 14.04 percent, which is above the allowable cap for this company of 12.51 percent. 3 Ratify Auditors For For Mgmt 05/13/04 - A Providian Financial Corp. 74406A102 03/15/04 54,600 *PVN* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A Radio One, Inc. *ROIA* 75040P108 04/16/04 4,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Brian W. Mcneill --- For For the holders of Class A common stock, voting as a single class, we recommend a vote FOR the directors. For the holders of Class A and Class B common stock, voting as a single class, we recommend a vote FOR the directors with the exceptions of affiliated outsider L. Ross Love and insiders Alfred C. Liggins III and Catherine L. Hughes. We recommend that shareholders WITHHOLD votes from L. Ross Love for standing as an affiliated outsider on the Audit Committee and from Alfred C. Liggins III and Catherine L. Hughes for standing as insiders on the Nominating Committee. 1.2 Elect Director Terry L. Jones --- For 1.3 Elect Director Catherine L. Hughes --- Withhold 1.4 Elect Director Alfred C. Liggins III --- Withhold 1.5 Elect Director D. Geoffrey Armstrong --- For 1.6 Elect Director L. Ross Love --- Withhold 1.7 Elect Director Ronald E. Blaylock --- For 2 Amend Omnibus Stock Plan For Against Mgmt The total cost of the company's plans of 27.33 percent is above the allowable cap for this company of 19.69 percent. 3 Ratify Auditors For For Mgmt 06/02/04 - A Red Robin Gourmet Burgers Inc 75689M101 04/05/04 1,425 *RRGB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward T. Harvey --- For We recommend a vote FOR the directors with the exception of affiliated outsider Gary J. Singer. We recommend that shareholders WITHHOLD votes from Gary J. Singer for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Gary J. Singer --- Withhold 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/09/04 - A Renal Care Group, Inc. *RCI* 759930100 04/12/04 1,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock For For Mgmt Option Plan 4 Increase Authorized Common Stock For For Mgmt 04/16/04 - A/S Ritchie Bros. Auctioneers 767744105 03/05/04 1,000 *RBA* 1 Elect Directors For For Mgmt 2 Approve KPMG LLP as Auditors and For For Mgmt Authorize Board to Fix Remuneration of Auditors 3 Approve 2:1 Stock Split For For Mgmt 4 Approve Employee Stock Purchase Plan For For Mgmt We have no qualms about the dilution factor in this case given that it is 1.5 percent of shares issued and even in conjunction with the existing stock option plan which carries potential dilution of 2.4 percent, the total dilution is under 4 percent. Nevertheless our concern lies in the large discount afforded in the purchase of these shares of effectively 50 percent as we see it. As employees are allowed to contribute 100 percent of their performance bonus to the plan and the entire contribution is in effect 're-imbursed in cash', this amounts to a 50 percent discount. We further note that we consider the aforesaid plan to be an inappropriate proxy for a pension plan and thus do not appraise it on such a basis. We oppose this resolution. 05/26/04 - A Roper Industries, Inc. *ROP* 776696106 03/31/04 800 1 Elect Directors For For Mgmt 1.1 Elect Director Brian D. Jellison --- For 1.2 Elect Director W. Lawrence Banks --- For 1.3 Elect Director David W. Devonshire --- For 1.4 Elect Director John F. Fort III --- For 2 Amend Omnibus Stock Plan For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/23/04 - A Rowan Companies, Inc. *RDC* 779382100 03/01/04 17,200 1 Elect Directors For For Mgmt 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 71,599 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For Against Mgmt This proposal would declassify the board. 4 Report on Political Against Against ShrHoldr Contributions/Activities 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 04/14/04 - A Schlumberger Ltd. *SLB* 806857108 02/25/04 18,000 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS For For Mgmt AND DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 For For Mgmt STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 04/29/04 - A Schweitzer-Mauduit 808541106 03/04/04 1,300 International Inc. *SWM* 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 05/06/04 - A SCP Pool Corp. *POOL* 784028102 03/12/04 1,400 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/20/04 - A Select Comfort Corporation 81616X103 04/02/04 1,300 *SCSS* 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/04 - A SL Green Realty Corp. *SLG* 78440X101 03/31/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. 832110100 02/27/04 9,700 *SII* 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/05/04 - A Southwest Bancorporation of 84476R109 03/25/04 1,200 Texas, Inc. *SWBT* 1 Elect Directors For For Mgmt 2 Approve Deferred Compensation Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 9,100 1 Elect Directors For For Mgmt 1.1 Elect Director Michael A. Rocca --- For 1.2 Elect Director David A. Thompson --- For 1.3 Elect Director Stefan K. Widensohler --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Increase Authorized Common Stock For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 05/26/04 - A St. Mary Land & Exploration 792228108 04/12/04 1,600 Co. *SM* 1 Elect Directors For For Mgmt 2 Approve Restricted Stock Plan For For Mgmt 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 27,208 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Declassify the Board of Directors For Against Mgmt 04/21/04 - A State Street Corp. (Boston) 857477103 02/27/04 31,800 *STT* 1 Elect Directors For For Mgmt 1.1 Elect Director Kennett Burnes --- For 1.2 Elect Director David Gruber --- For 1.3 Elect Director Linda Hill --- For 1.4 Elect Director Charles Lamantia --- For 1.5 Elect Director Robert Weissman --- For 2 Exempt Board of Directors from Against Against ShrHoldr Massachusetts General Laws, Chapter 156B, Section 50A(a) Proposal would declassify the board. 04/30/04 - A Stewart Information Services 860372101 03/02/04 700 Corp. *STC* 1 Elect Directors For For Mgmt 06/10/04 - A Tech Data Corp. *TECD* 878237106 04/12/04 2,200 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Eliminate Class of Preferred Stock For For Mgmt 05/12/04 - A Telik, Inc. *TELK* 87959M109 03/25/04 1,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/17/04 - A The Charles Schwab Corp. *SCH* 808513105 03/18/04 39,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 06/16/04 - A The Gymboree Corp. *GYMB* 403777105 04/22/04 2,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/04/04 - A The Manitowoc Company, Inc. 563571108 02/25/04 2,200 *MTW* 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan 06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 600 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Braithwaite --- Withhold We recommend a vote FOR the directors with the exception of Harry H. Nick and James C. Braithwaite. We recommend that shareholders WITHHOLD votes from Harry H. Nick for standing as an affiliated outsider on the Audit, Compensation and Nominating Committees and for failure to establish a majority independent board and from James C. Braithwaite for failure to establish a majority independent board. 1.2 Elect Director Joseph B. Gildenhorn --- For 1.3 Elect Director Harry H. Nick --- Withhold 1.4 Elect Director Robert P. Pincus --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 5 Approve Executive High Performance For For Mgmt Program 04/16/04 - A The Progressive Corp. *PGR* 743315103 02/18/04 17,300 1 Elect Directors For For Mgmt 2 Amend Articles to Issue Shares For For Mgmt without Issuing Physical Certificates 3 Approve Executive Incentive Bonus For For Mgmt Plan 4 Ratify Auditors For For Mgmt 05/07/04 - A Three-Five Systems, Inc. *TFS* 88554L108 03/24/04 5,800 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 37,181 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Tom Brown, Inc. 115660201 03/09/04 1,700 1 Elect Directors For Split Mgmt 1.1 Elect Director David M. Carmichael --- For We recommend a vote FOR the directors with the exception of affiliated outsider Henry Groppe. We recommend that shareholders WITHHOLD votes from Henry Groppe for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Henry Groppe --- Withhold 1.3 Elect Director Edward W. LeBaron, Jr. --- For 1.4 Elect Director James D. Lightner --- For 1.5 Elect Director John C. Linehan --- For 1.6 Elect Director Wayne W. Murdy --- For 1.7 Elect Director James B. Wallace --- For 1.8 Elect Director Robert H. Whilden, Jr. --- For 2 Increase Authorized Common Stock For For Mgmt 06/02/04 - A Toys 'R' Us, Inc. *TOY* 892335100 04/09/04 3,100 1 Elect Directors For For Mgmt 1.1 Elect Director RoAnn Costin --- For 1.2 Elect Director John H. Eyler, Jr. --- For 1.3 Elect Director Roger N. Farah --- For 1.4 Elect Director Peter A. Georgescu --- For 1.5 Elect Director Cinda A. Hallman --- For 1.6 Elect Director Calvin Hill --- For 1.7 Elect Director Nancy Karch --- For 1.8 Elect Director Norman S. Matthews --- For 1.9 Elect Director Arthur B. Newman --- For 1.10 Elect Director Frank R. Noonan --- For 2 Require a Majority Vote for the Against Against ShrHoldr Election of Directors Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly-traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares could in effect provide for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/12/04 - A Tribune Co. *TRB* 896047107 03/17/04 21,900 1 Elect Directors For For Mgmt 1.1 Elect Director Jeffrey Chandler --- For 1.2 Elect Director William A. Osborn --- For 1.3 Elect Director Kathryn C. Turner --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For Against Mgmt We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 12.74 percent is above the allowable cap for this company of 6.63 percent. 04/29/04 - A UCBH Holdings, Inc. *UCBH* 90262T308 02/29/04 1,300 1 Elect Directors For For Mgmt 2 Amend Certificate to Remove For For Mgmt Anti-Takeover Provision 3 Ratify Auditors For For Mgmt 05/20/04 - A Ultra Petroleum Corp. *UPL* 903914109 04/08/04 2,000 1 Elect Directors For For Mgmt 1.1 Elect Michael D. Watford as a Director --- For 1.2 Elect William C. Helton as a Director --- For 1.3 Elect James E. Nielson as a Director --- For 1.4 Elect Robert E. Rigney as a Director --- For 1.5 Elect James C. Roe as a Director --- For 2 Approve Auditors and Authorize For For Mgmt Board to Fix Remuneration of Auditors 3 Other Business For Against Mgmt As we can not know the content of these issues, we cannot recommend that shareholders approve this request. 05/17/04 - A United Bankshares, Inc. *UBSI* 909907107 03/29/04 1,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard M. Adams --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders F.T. Graff, Jr. and H. Smoot Fahlgren, and independent outsider W. Gaston Caperton, III. We recommend that shareholders WITHHOLD votes from W. Gaston Caperton, III for poor attendance, and F.T. Graff, Jr. and H. Smoot Fahlgren for standing as affiliated outsiders on the Compensation and Nominating & Governance Committees. 1.2 Elect Director Robert G. Astorg --- For 1.3 Elect Director Thomas J. Blair, III --- For 1.4 Elect Director Harry L. Buch --- For 1.5 Elect Director W. Gaston Caperton, III --- Withhold 1.6 Elect Director Lawrence K. Doll --- For 1.7 Elect Director H. Smoot Fahlgren --- Withhold 1.8 Elect Director Theodore J. Georgelas --- For 1.9 Elect Director F.T. Graff, Jr. --- Withhold 1.10 Elect Director Russell L. Isaacs --- For 1.11 Elect Director John M. Mcmahon --- For 1.12 Elect Director J. Paul Mcnamara --- For 1.13 Elect Director G. Ogden Nutting --- For 1.14 Elect Director William C. Pitt, III --- For 1.15 Elect Director I. N. Smith, Jr. --- For 1.16 Elect Director James G. Tardiff --- For 1.17 Elect Director Mary K. Weddle --- For 1.18 Elect Director P. Clinton Winter, Jr. --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/13/04 - A United Defense Inds Inc *UDI* 91018B104 02/13/04 1,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank C. Carlucci --- Withhold We recommend a vote FOR the directors with the exceptions of independent outsiders John M. Shalikashvili and Frank C. Carlucci. We recommend that shareholders WITHHOLD votes from John M. Shalikashvili and Frank C. Carlucci for poor attendance. 1.2 Elect Director Peter J. Clare --- For 1.3 Elect Director William E. Conway, Jr. --- For 1.4 Elect Director C. Thomas Faulders, III --- For 1.5 Elect Director Robert J. Natter --- For 1.6 Elect Director J. H. Binford Peay, III --- For 1.7 Elect Director Thomas W. Rabaut --- For 1.8 Elect Director Francis Raborn --- For 1.9 Elect Director John M. Shalikashvili --- Withhold 2 Amend Omnibus Stock Plan For For Mgmt 04/28/04 - A United Surgical Partners 913016309 03/12/04 2,900 International Inc *USPI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/14/04 - A United Technologies Corp. 913017109 02/17/04 18,500 *UTX* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against Against ShrHoldr 05/05/04 - A Ventana Medical Systems, Inc. 92276H106 03/19/04 1,700 *VMSI* 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 55,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against Against ShrHoldr Voting 4 Require Majority of Independent Against Against ShrHoldr Directors on Board Because the company already satisfies our guidelines on independence and has already established a formal independence policy that goes above and beyond our requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Submit Shareholder Rights Plan Against For ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 10 Report on Political Against Against ShrHoldr Contributions/Activities We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry. 05/12/04 - A Vishay Intertechnology, Inc. 928298108 03/29/04 3,200 *VSH* 1 Elect Directors For Split Mgmt 1.1 Elect Director Dr. Felix Zandman --- Withhold We recommend a vote FOR Zvi Grinfas but WITHHOLD votes from all the other nominees. We recommend that shareholders WITHHOLD votes from Philippe Gazeau for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. We also recommend WITHHOLDING votes from insiders Dr. Felix Zandman and Dr. Gerald Paul for failure to establish a majority independent board. 1.2 Elect Director Philippe Gazeau --- Withhold 1.3 Elect Director Zvi Grinfas --- For 1.4 Elect Director Dr. Gerald Paul --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Executive Incentive Bonus Plan For For Mgmt 4 Approve Restricted Stock Plan For For Mgmt 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 120,900 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt 3 Approve Stock Option Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against Against ShrHoldr 7 Prepare Sustainability Report Against Against ShrHoldr 8 Report on Stock Option Distribution Against Abstain ShrHoldr by Race and Gender 9 Report on Genetically Modified Against Against ShrHoldr Organisms (GMO) 10 Prepare Diversity Report Against Abstain ShrHoldr 11 Submit Executive Compensation to Against For ShrHoldr Vote We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 05/26/04 - A Waste Connections, Inc. *WCN* 941053100 03/29/04 1,300 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt and Eliminate Class of Preferred Stock 3 Approve Omnibus Stock Plan For For Mgmt 4 Ratify Auditors For For Mgmt 05/17/04 - A Watson Pharmaceuticals, Inc. 942683103 03/19/04 12,000 *WPI* 1 Elect Directors For For Mgmt 1.1 Elect Director Allen Chao, Ph.D. --- For 1.2 Elect Director Michel J. Feldman --- For 1.3 Elect Director Fred G. Weiss --- For 2 Ratify Auditors For For Mgmt 3 Review Executive Compensation Against Against ShrHoldr While we understand the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The company's independent Compensation Committee should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/28/04 - S WellPoint Health Networks Inc. 94973H108 05/10/04 25,100 *WLP* 1 Approve Merger Agreement For For Mgmt 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 46,300 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr Given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Against Against ShrHoldr Contributions/Activities 06/09/04 - A Wind River Systems, Inc. 973149107 04/21/04 6,100 *WIND* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Winston Hotels, Inc. *WXH* 97563A102 03/10/04 2,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/27/04 - A Wintrust Financial Corp. 97650W108 04/07/04 1,000 *WTFC* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/22/04 - A Wolverine World Wide, Inc. 978097103 03/01/04 1,600 *WWW* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Zebra Technologies Corp. 989207105 04/08/04 900 *ZBRA* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Charter Language on Board Against Abstain ShrHoldr Diversity Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT HIGH YIELD FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT HIGH YIELD FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT HIGH YIELD FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT HIGH YIELD FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- 04/27/04 - A TVMAX Holdings, Inc. 87307X104 03/12/04 36,330 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Steven G. Singer --- Withhold We recommend WITHHOLD votes from all nominees for potentially paying excessive non-audit fees. We also recommend WITHHOLD votes from all nominees for failure to establish independent key board committees. 1.2 Elect Director D.R. Edge, Jr. --- Withhold 1.3 Elect Director Jeffrey A. Brodsky --- Withhold 1.4 Elect Director Lauren M. Kreuter --- Withhold 1.5 Elect Director Seth P. Plattus --- Withhold Vote Summary Report Jul 01, 2003 - Jun 30, 2004 THRIVENT PARTNER HIGH YIELD FUND Meeting Company/ Notification Proposal Vote Voting Mgmt Date Ballot Issues Ticker Cusip Date By Cast Result Rec Cadmus Communications N/A 127587AB9 04/30/2004 Consent to the proposed amendment in the Indenture Issuer Y For For CMS Panhandle Holding Co. N/A 12589YAD1 07/11/2003 Consent to the amendments in the Indenture Issuer Y For For CMS Panhandle Holding Co. N/A 12589YAF6 07/11/2003 Consent to the amendments in the Indenture Issuer Y For For Crown Castle N/A 228227AF1 11/29/2003 Consent to the amendments in the Indenture Issuer Y For For Dresser N/A 26157VAB3 11/24/2003 Consent to adopt proposed amendments, consent fee Issuer Y For For 02/04/2004 Eircom N/A 28257PAC9 01/28/2004 Consent to the proposed amendments in the Indenture Issuer Y For For Extended Stay America N/A 30224PAE1 04/01/2004 Consent to the proposed amendment in the Indenture Issuer Y For For Extendicare Health N/A 302244AC2 04/06/2004 Consent to the proposed amendment in the Indenture Issuer Y For For Garden States Newspapers N/A 365438AD2 11/10/2003 Consent to the amendments in the Indenture Issuer Y For For Healthsouth (TRAINS) N/A 87613YAG6 04/01/2004 Consent to the proposed amendment in the Indenture Issuer Y For For Vote Summary Report Jul 01, 2003 - Jun 30, 2004 THRIVENT PARTNER HIGH YIELD FUND Meeting Company/ Notification Proposal Vote Voting Mgmt Date Ballot Issues Ticker Cusip Date By Cast Result Rec Healthsouth Corp. N/A 421924AR2 03/17/2004 Consent to the proposed amendments in the Indenture Issuer Y Abstain Abstain Healthsouth Corp. N/A 421924AX9 03/17/2004 Consent to the proposed amendments in the Indenture Issuer Y Abstain Abstain 07/25/2003 Jet Equipment Trust N/A 477122AN5 07/08/2003 Consent to the amendments in the Indenture Issuer Y For For 09/23/2003 Pacific Gas & Electric N/A 694308FT9 09/02/2003 Consent to proposed settlement agreement Issuer Y For For QWEST N/A 749121AL3 11/21/2003 Consent to the amendments in the Indenture Issuer Y For For QWEST N/A 74913EAE0 11/21/2003 Consent to the amendments in the Indenture Issuer Y Abstain Abstain QWEST N/A 74913EAH3 11/21/2003 Consent to the amendments in the Indenture Issuer Y Abstain Abstain QWEST N/A 74913EAJ9 11/21/2003 Consent to the amendments in the Indenture Issuer Y Abstain Abstain QWEST N/A 74913RAB7 11/21/2003 Consent to the amendments in the Indenture Issuer Y Abstain Abstain Triad Hospital N/A 89579KAB5 04/27/2004 Consent to the proposed amendment in the Indenture Issuer Y For For Vote Summary Report Jul 01, 2003 - Jun 30, 2004 THRIVENT PARTNER HIGH YIELD FUND Meeting Company/ Notification Proposal Vote Voting Mgmt Date Ballot Issues Ticker Cusip Date By Cast Result Rec Vivendi Universal N/A 92852EAA3 11/12/2003 Consent to adopt proposed amendments, consent fee Issuer Y For For 08/26/2003 WorldCOM N/A 552673AU9 06/19/2003 Consent to adopt proposed plan of reorganization Issuer Y For For 08/26/2003 WorldCOM N/A 98155KAJ1 06/19/2003 Consent to adopt proposed plan of reorganization Issuer Y For For 08/26/2003 WorldCOM N/A 98157DAK2 06/19/2003 Consent to adopt proposed plan of reorganization Issuer Y For For Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MUNICIPAL BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MUNICIPAL BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT MUNICIPAL BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MUNICIPAL BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB MUNICIPAL BOND FUND (MERGED INTO THRIVENT MUNICIPAL BOND FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT INCOME FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT INCOME FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT INCOME FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT INCOME FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT CORE BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT CORE BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT CORE BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT CORE BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT LIMITED MATURITY BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT LIMITED MATURITY BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT LIMITED MATURITY BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT LIMITED MATURITY BOND FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT BOND INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT BOND INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT BOND INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT BOND INDEX FUND-I Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT MONEY MARKET FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT MONEY MARKET FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT MONEY MARKET FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT MONEY MARKET FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 LB MONEY MARKET FUND (MERGED INTO THRIVENT MONEY MARKET FUND ON 7/17/2004) Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jul 01, 2003 - Sep 30, 2003 THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Oct 01, 2003 - Dec 31, 2003 THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Jan 01, 2004 - Mar 30, 2004 THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ---------------- -------------------------------- ---------- ---------- ------------ --------- -------- -------- - ---------------------------------------------------------------------------------------------------------------- None Vote Summary Report Apr 01, 2004 - Jun 30, 2004 THRIVENT U.S. GOVERNMENT ZERO COUPON TARGET FUND, SERIES 2006 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - 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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.
Date: August 31, 2004 THRIVENT MUTUAL FUNDS * ------------------------------------ Pamela J. Moret President
*John C. Bjork, my signing his name hereto, does hereby sign this document on behalf of Pamela J. Moret pursuant to a power of attorney incorporated by reference from the initial registration statement of Thrivent Mutual Funds on Form N-14, file no. 333-113514, filed on March 11, 2004.
By: /s/ John C. Bjork -------------------------------- John C. Bjork, Attorney-in-fact