UNITED STATES
                                                    SECURITIES AND EXCHANGE COMMISSION
                                                          WASHINGTON, D.C. 20549

                                                                 FORM N-PX

                                                   ANNUAL REPORT OF PROXY VOTING RECORD
                                                                    OF
                                                 REGISTERED MANAGEMENT INVESTMENT COMPANIES


         INVESTMENT COMPANY ACT FILE NUMBER:                                 811-834

         NAME OF REGISTRANT:                                              VANGUARD WINDSOR FUNDS

         ADDRESS OF REGISTRANT:                                           PO BOX 2600, VALLEY FORGE, PA

         NAME AND ADDRESS OF AGENT FOR SERVICE:                           R. GREGORY BARTON
                                                                          PO BOX 876
                                                                          VALLEY FORGE, PA 19482

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (610)
         DATE OF FISCAL YEAR END:                                         October 31, 2003

         DATE OF REPORTING PERIOD:  JULY 1, 2003 - JUNE 30,

Fund             VANGUARD WINDSOR FUND
- ----------------------------------------------------------------------------------------------------
Issuer:             ABBOTT LABORATORIES
Ticker:             ABT                      CUSIP:       002824100
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: B. POWELL JR.                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.M. GREENBERG                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.B. RAND                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.D. WHITE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.S. ROBERTS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.A. REYNOLDS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.M. LEIDEN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.S. AUSTIN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. WALTER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.D. SMITHBURG                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.A. GONZALEZ                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.L. FULLER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.A.L. OWEN                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
AUDITORS.



PROPOSAL #03: SHAREHOLDER PROPOSAL - PRESCRIPTION DRUGS.               SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #04: SHAREHOLDER PROPOSAL - POLITICAL                         SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #05: SHAREHOLDER PROPOSAL - OPTION GRANTS FOR                 SHAREHOLDER        YES       AGAINST      FOR
SENIOR EXECUTIVES.

PROPOSAL #06: SHAREHOLDER PROPOSAL - GLOBAL INFECTIOUS                 SHAREHOLDER        YES       ABSTAIN      AGAINST
DISEASES.

- ----------------------------------------------------------------------------------------------------
Issuer:             ACCENTURE LTD
Ticker:             ACN                      CUSIP:       G1150G111
Meeting Date        2/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WULF VON SCHIMMELMANN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM L. KIMSEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT I. LIPP                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RE-APPOINTMENT OF KPMG LLP AS INDEPENDENT                ISSUER             YES       FOR          FOR
AUDITORS FOR THE 2004 FISCAL YEAR AND AUTHORIZATION OF
THE BOARD OF DIRECTORS TO DETERMINE KPMG LLP'S
REMUNERATION.

- ----------------------------------------------------------------------------------------------------
Issuer:             ACE LIMITED
Ticker:             ACE                      CUSIP:       G0070K103
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT RIPP                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER MENIKOFF                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DERMOT F. SMURFIT                                ISSUER             YES       FOR          FOR

PROPOSAL #B: PROPOSAL TO APPROVE THE ACE LIMITED 2004                  ISSUER             YES       FOR          FOR
LONG-TERM INCENTIVE PLAN.

PROPOSAL #C: PROPOSAL TO RATIFY THE APPOINTMENT OF                     ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS
 OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             ALCOA INC.
Ticker:             AA                       CUSIP:       013817101
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: FRANKLIN A. THOMAS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAIN J.P. BELDA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CARLOS GHOSN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY B. SCHACHT                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE 2004 ALCOA STOCK                 ISSUER             YES       FOR          FOR
INCENTIVE PLAN.



PROPOSAL #3A: SHAREHOLDER PROPOSAL RELATING TO PAY                     SHAREHOLDER        YES       AGAINST      FOR
DISPARITY

PROPOSAL #3B: SHAREHOLDER PROPOSAL RELATING TO CHANGE IN               SHAREHOLDER        YES       AGAINST      FOR
CONTROL SEVERANCE PLAN

- ----------------------------------------------------------------------------------------------------
Issuer:             ALTRIA GROUP, INC.
Ticker:             MO                       CUSIP:       02209S103
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LOUIS C. CAMILLERI                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LUCIO A. NOTO                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CARLOS SLIM HELU                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN S. REED                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ELIZABETH E. BAILEY                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. DUDLEY FISHBURN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN M. WOLF                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS W. JONES                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF                         ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS

PROPOSAL #03: STOCKHOLDER PROPOSAL NO. 1                               SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 2                               SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 3                               SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 4                               SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 5                               SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 6                               SHAREHOLDER        YES       AGAINST      FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             AMERICAN ELECTRIC POWER COMPANY, INC
Ticker:             AEP                      CUSIP:       025537101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: D.M. CARLTON                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.G. SMITH                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.R. HOWELL                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.G. MORRIS                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.D. SULLIVAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.J. KUJAWA                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.A. HUDSON, JR.                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E.R. BROOKS                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.W. FRI                                         ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: J.P. DESBARRES                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.L. SANDOR                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS                     ISSUER             YES       FOR          FOR

PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING SEVERENCE                 SHAREHOLDER        YES       FOR          AGAINST
AGREEMENTS FOR EXECUTIVES

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING SUPPLEMENTAL              SHAREHOLDER        YES       AGAINST      FOR
 EXECUTIVE RETIREMENT PLANS

PROPOSAL #05: SHAREHOLDER PROPOSAL ALLOWING INDEPENDENT                SHAREHOLDER        YES       AGAINST      FOR
AUDITORS TO PERFORM ONLY AUDIT AND AUDIT RELATED WORK


PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING TERM LIMITS               SHAREHOLDER        YES       AGAINST      FOR
FOR DIRECTORS

- ----------------------------------------------------------------------------------------------------
Issuer:             AMERICAN INTERNATIONAL GROUP, INC.
Ticker:             AIG                      CUSIP:       026874107
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: H. SMITH                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. FUTTER                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. SULLIVAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. ZARB                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. GREENBERG                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P. CHIA                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. HOLBROOKE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. HOENEMEYER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. FELDSTEIN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. AIDINOFF                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. COHEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. HILLS                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. TSE                                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. KANAK                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. COHEN                                         ISSUER             YES       FOR          FOR

PROPOSAL #02: ADOPT CHIEF EXECUTIVE OFFICER ANNUAL                     ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #03: ADOPT A DIRECTOR STOCK PLAN                              ISSUER             YES       FOR          FOR

PROPOSAL #04: RATIFICATION OF INDEPENDENT ACCOUNTANTS                  ISSUER             YES       FOR          FOR


PROPOSAL #05: SHAREHOLDER PROPOSAL I DESCRIBED IN THE                  SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT

PROPOSAL #06: SHAREHOLDER PROPOSAL II DESCRIBED IN THE                 SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT

PROPOSAL #07: SHAREHOLDER PROPOSAL III DESCRIBED IN THE                SHAREHOLDER        YES       ABSTAIN      AGAINST
PROXY STATEMENT



- ----------------------------------------------------------------------------------------------------
Issuer:             AMERISOURCEBERGEN CORPORATION
Ticker:             ABC                      CUSIP:       03073E105
Meeting Date        3/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KURT J. HILZINGER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER                            ISSUER             YES       FOR          FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             AMR CORPORATION
Ticker:             AMR                      CUSIP:       001765106
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL A. MILES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGER T. STAUBACH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERARD J. ARPEY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIP J. PURCELL                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: EDWARD A. BRENNAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARMANDO M. CODINA                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOE M. RODGERS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDITH RODIN, PH.D.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID L. BOREN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EARL G. GRAVES                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN W. BACHMANN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN M. KOROLOGOS                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST &                 ISSUER             YES       FOR          FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004.


PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO                         SHAREHOLDER        YES       AGAINST      FOR
CHANGE-IN-CONTROL AGREEMENTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             ANTHEM, INC.
Ticker:             ATH                      CUSIP:       03674B104
Meeting Date        5/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: VICTOR S. LISS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES W. MCDOWELL, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE A. SCHAEFER, JR.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACKIE M. WARD                                   ISSUER             YES       FOR          FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             ANTHEM, INC.
Ticker:             ATH                      CUSIP:       03674B104
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF                     ISSUER             YES       FOR          FOR
ANTHEM, INC. COMMON STOCK PURSUANT TO THE AMENDED AND
RESTATED AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
OCTOBER 26, 2003, AMONG ANTHEM, ANTHEM HOLDING CORP. AND
WELLPOINT, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING
JOINT PROXY STATEMENT/PROSPECTUS.


PROPOSAL #02: TO APPROVE THE AMENDMENT OF ANTHEM'S                     ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION, AS MORE FULLY DESCRIBED IN THE
 ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.


- ----------------------------------------------------------------------------------------------------
Issuer:             ARROW ELECTRONICS, INC.
Ticker:             ARW                      CUSIP:       042735100
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROGER KING                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN N. HANSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN C. PATRICK                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARRY W. PERRY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM E. MITCHELL                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANIEL W. DUVAL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KAREN GORDON MILLS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN C. WADDELL                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RICHARD S. ROSENBLOOM                            ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE ADOPTION OF THE ARROW                    ISSUER             YES       FOR          FOR
ELECTRONICS, INC. 2004 OMNIBUS INCENTIVE PLAN.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ERNST &               ISSUER             YES       FOR          FOR
YOUNG LLP AS ARROW'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.

PROPOSAL #04: IN ACCORDANCE WITH THEIR DISCRETION UPON                 ISSUER             YES       AGAINST      AGAINST
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS THEREOF.

- ----------------------------------------------------------------------------------------------------
Issuer:             ASHLAND INC.
Ticker:             ASH                      CUSIP:       044204105
Meeting Date        1/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ERNEST H. DREW                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MANNIE L. JACKSON                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL J. WARD                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THEODORE M. SOLSO                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG AS                         ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR FISCAL 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             AVENTIS
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        6/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #E.7: APPROVE TO COMPLY WITH THE NEW PROVISIONS               ISSUER             NO        N/A          N/A
OF ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE TO AMEND
 PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE 7 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, PERTAINING TO THE NOTICE PERIOD
FOR DECLARING THE CROSSING OF THRESHOLDS IN THE COMPANY'S
 SHARE CAPITAL AND THAT THIS PERIOD BE REDUCED TO 5
TRADING DAYS AS FROM THE DATE ON WHICH THE THRESHOLD HAS
BEEN CROSSED FROM 15 DAYS


PROPOSAL #E.8: AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE                  ISSUER             NO        N/A          N/A
COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF
APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD TO 3 YEARS
 FROM 5 YEARS

PROPOSAL #E.9: AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE                  ISSUER             NO        N/A          N/A
COMPANY'S ARTICLES OF ASSOCIATION TO CHANGE THE TERM OF
APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS TO 3 YEARS
FROM 5 YEARS

PROPOSAL #O.1: APPROVE THE COMPANY'S FINANCIAL STATEMENTS              ISSUER             NO        N/A          N/A
  THE PARENT-COMPANY FINANCIAL STATEMENTS  FOR THE YE 31
DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13


PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL                      ISSUER             NO        N/A          N/A
STATEMENTS FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000

PROPOSAL #O.3: APPROVE THE APPROPRIATION OF EARNINGS AND               ISSUER             NO        N/A          N/A
A NET DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23 AND THAT THE
 COUPON BE DETACHED ON 15 JUN 2004 AND THE DIVIDEND BE
PAYABLE IN EUROS AS OF 15 JUL 2004


PROPOSAL #O.4: APPROVE THE AGREEMENTS MENTIONED IN THE                 ISSUER             NO        N/A          N/A
AUDITORS  SPECIAL REPORT  REGULATED AGREEMENTS

PROPOSAL #O.5: AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE               ISSUER             NO        N/A          N/A
UP TO A MAXIMUM OF 80,229,280 OF THE COMPANY'S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE THE
TRADING PRICE OF THE COMPANY'S STOCK; B) BUY AND TO SELL
THE COMPANY'S SHARES IN CONSIDERATION OF MARKET
CONDITIONS; C) GRANT SHARES TO EMPLOYEES OR DIRECTORS AND
 OFFICERS OF THE COMPANY; D) HOLD SUCH SHARES AND
TRANSFER THEM BY ANY MEANS, INCLUDING BY MEANS OF OPTION
TRANSACTIONS, IN PARTICULAR VIA THEIR SALE ON THE STOCK
MARKET OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE OR SALE
OFFERINGS, AND THE PURCHASE OR THE SALE OF BUY OR SELL
OPTIONS; E) USE SUCH SHARES IN ANY OTHER APPROPRIATE
MANNER TO OPTIMIZE THE MANAGEMENT OF THE STOCKHOLDERS
EQUITY OF THE COMPANY AND TO EFFECT TRANSACTIONS TO
FURTHER THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL THE
 ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL NOT EXCEED
 EUR 100 AND THE MINIMUM SALE PRICE SHALL NOT BE LESS
THAN EUR 50;  AUTHORIZATION IS GRANTED FOR A PERIOD OF 18
 MONTHS



PROPOSAL #O.6: APPOINT MR. YVES NICOLAS AS A SUBSTITUTE                ISSUER             NO        N/A          N/A
AUDITOR UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005

PROPOSAL #O.10: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. JEAN-MARC BRUEL AS A MEMBER OF
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.11: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. MARTIN FRUHAUF AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS



PROPOSAL #O.12: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. SERGE KAMPF AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.13: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. HUBERT MARKL AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.14: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. GUNTER METZ AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.15: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS


PROPOSAL #O.16: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.17: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. MICHEL RENAULT AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.18: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF
THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS


PROPOSAL #O.19: APPROVE THE RENEWAL OF THE TERM OF                     ISSUER             NO        N/A          N/A
APPOINTMENT OF MR. MARC VIENOT AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS

PROPOSAL #O.20: GRANT FULL POWERS TO THE BEARER OF A COPY              ISSUER             NO        N/A          N/A
 OR EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING PURPOSES


- ----------------------------------------------------------------------------------------------------
Issuer:             AVENTIS S.A.
Ticker:             AVE                      CUSIP:       053561106
Meeting Date        6/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #E7: APPROVAL TO AMEND ARTICLE 7 OF THE ARTICLES              ISSUER             NO        N/A          N/A
 OF ASSOCIATION AND BY-LAWS

PROPOSAL #E8: APPROVAL TO AMEND ARTICLE 11 OF THE                      ISSUER             NO        N/A          N/A
ARTICLES OF ASSOCIATION AND BY-LAWS-MANAGEMENT BOARD

PROPOSAL #E9: APPROVAL TO AMEND ARTICLE 13 OF THE                      ISSUER             NO        N/A          N/A
ARTICLES OF ASSOCIATION AND BY-LAWS-SUPERVISORY BOARD


PROPOSAL #O1: APPROVAL OF THE 2003 PARENT-COMPANY                      ISSUER             NO        N/A          N/A
FINANCIAL STATEMENTS

PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL                   ISSUER             NO        N/A          N/A
STATEMENTS 2003

PROPOSAL #O3: APPROVAL OF THE APPROPRIATION OF EARNINGS                ISSUER             NO        N/A          N/A
AND APPROVAL OF A DIVIDEND OF EURO 0.82 FOR DISTRIBUTION


PROPOSAL #O4: APPROVAL OF REGULATED AGREEMENTS                         ISSUER             NO        N/A          N/A

PROPOSAL #O5: APPROVAL OF THE INSTITUTION OF A SHARE                   ISSUER             NO        N/A          N/A
REPURCHASE PROGRAM

PROPOSAL #O6: APPROVAL OF THE APPOINTMENT OF MR. YVES                  ISSUER             NO        N/A          N/A
NICOLAS 32 RUE GUERSANT - 75017 PARIS, AS SUBSTITUTE
AUDITOR



PROPOSAL #O10: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. JEAN-MARC BRUEL


PROPOSAL #O11: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. MARTIN FRUEHAUF


PROPOSAL #O12: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. SERGE KAMPF


PROPOSAL #O13: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. HUBERT MARKL


PROPOSAL #O14: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. GUNTER METZ


PROPOSAL #O15: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. DIDIER PINEAU-VALENCIENNE


PROPOSAL #O16: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MS. SEHAM RAZZOUQI


PROPOSAL #O17: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. MICHEL RENAULT


PROPOSAL #O18: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. HANS-JUERGEN SCHINZLER


PROPOSAL #O19: APPROVAL OF THE RENEWAL OF THE MANDATE OF               ISSUER             NO        N/A          N/A
A SUPERVISORY BOARD MEMBER, MR. MARC VIENOT


PROPOSAL #O20: APPROVAL OF THE GRANTING OF                             ISSUER             NO        N/A          N/A
POWER-OF-ATTORNEY FOR ALL FORMALITIES IN CONNECTION WITH
THE ANNUAL GENERAL MEETING

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Issuer:             AVNET, INC.
Ticker:             AVT                      CUSIP:       053807103
Meeting Date        11/6/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ELEANOR BAUM                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROY VALLEE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY L. TOOKER                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FREDERIC SALERNO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAY M. ROBINSON                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES A. LAWRENCE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EHUD HOUMINER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LAWRENCE W. CLARKSON                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. VERONICA BIGGINS                              ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF THE 2003 STOCK COMPENSATION                  ISSUER             YES       AGAINST      AGAINST
PLAN.

PROPOSAL #03: APPROVAL TO AMEND THE AVNET EMPLOYEE STOCK               ISSUER             YES       FOR          FOR
PURCHASE PLAN.



PROPOSAL #04: RATIFICATION OF APPOINTMENT OF KPMG LLP AS               ISSUER             YES       FOR          FOR
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
 JULY 3, 2004.

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Issuer:             AXCELIS TECHNOLOGIES, INC.
Ticker:             ACLS                     CUSIP:       054540109
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALEXANDER M. CUTLER                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PATRICK H. NETTLES                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY L. TOOKER                                   ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS.

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Issuer:             BANK OF AMERICA CORPORATION
Ticker:             BAC                      CUSIP:       060505104
Meeting Date        3/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: ADOPTION OF THE MERGER AGREEMENT                         ISSUER             YES       FOR          FOR

PROPOSAL #02: ADOPTION OF BANK OF AMERICA'S AMENDED STOCK              ISSUER             YES       FOR          FOR
 PLAN

PROPOSAL #03: ADOPTION OF AN AMENDMENT TO INCREASE THE                 ISSUER             YES       FOR          FOR
NUMBER OF AUTHORIZED SHARES OF BANK OF AMERICA COMMON
STOCK

PROPOSAL #04: APPROVAL OF PROPOSAL TO ADJOURN THE BANK OF              ISSUER             YES       FOR          FOR
 AMERICA SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES

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Issuer:             BANK OF AMERICA CORPORATION
Ticker:             BAC                      CUSIP:       060505104
Meeting Date        5/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JACKIE M. WARD                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA E. MITCHELL                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES K. GIFFORD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL FULTON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY L. COUNTRYMAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN T. COLLINS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES W. COKER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES H. HANCE, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MEREDITH R. SPANGLER                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD E. GUINN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD L. ROMERO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EUGENE M. MCQUADE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. STEVEN MCMILLAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS J. MAY                                    ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: WALTER E. MASSEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM BARNET, III                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH D. LEWIS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS M. RYAN                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC                       ISSUER             YES       FOR          FOR
ACCOUNTANTS

PROPOSAL #03: STOCKHOLDER PROPOSAL - ANNUAL MEETING DATE               SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF                     SHAREHOLDER        YES       AGAINST      FOR
DIRECTORS

PROPOSAL #05: STOCKHOLDER PROPOSAL - CHARITABLE                        SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

PROPOSAL #06: STOCKHOLDER PROPOSAL - MUTUAL FUND TRADING               SHAREHOLDER        YES       AGAINST      FOR
POLICIES

PROPOSAL #07: STOCKHOLDER PROPOSAL - PRIVACY AND                       SHAREHOLDER        YES       ABSTAIN      AGAINST
INFORMATION SECURITY

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Issuer:             BEARINGPOINT, INC.
Ticker:             BE                       CUSIP:       074002106
Meeting Date        11/4/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALICE M. RIVLIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RANDOLPH C. BLAZER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RODERICK C. MCGEARY                              ISSUER             YES       WITHHOLD     AGAINST

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Issuer:             BELLSOUTH CORPORATION
Ticker:             BLS                      CUSIP:       079860102
Meeting Date        4/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES H. BLANCHARD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARMANDO M. CODINA                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEO F. MULLIN                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY THE INDEPENDENT AUDITOR                           ISSUER             YES       FOR          FOR

PROPOSAL #03: APPROVE AMENDMENT TO ELECT DIRECTORS                     ISSUER             YES       FOR          FOR
ANNUALLY

PROPOSAL #04: APPROVE THE STOCK AND INCENTIVE                          ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #05: SHAREHOLDER PROPOSAL RE: EXECUTIVE                       SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION

PROPOSAL #06: SHAREHOLDER PROPOSAL RE: CEO COMPENSATION                SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #07: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF                   SHAREHOLDER        YES       ABSTAIN      AGAINST
POLITICAL CONTRIBUTIONS



- ----------------------------------------------------------------------------------------------------
Issuer:             BOISE CASCADE CORPORATION
Ticker:             BCC                      CUSIP:       097383103
Meeting Date        12/9/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: APPROVE AND ADOPT THE AGREEMENT AND PLAN OF              ISSUER             YES       FOR          FOR
 MERGER AMONG BOISE CASCADE CORPORATION, CHALLIS
CORPORATION, AND OFFICEMAX, INC., INCLUDING AUTHORIZING
THE ISSUANCE OF SHARES OF BOISE CASCADE CORPORATION
COMMON STOCK IN THE MERGER.

PROPOSAL #02: APPROVE AND ADOPT AN AMENDMENT TO THE 2003               ISSUER             YES       AGAINST      AGAINST
BOISE INCENTIVE AND PERFORMANCE PLAN TO AUTHORIZE
4,800,000 ADDITIONAL SHARES OF BOISE CASCADE CORPORATION
COMMON STOCK FOR ISSUANCE UNDER THE PLAN.


- ----------------------------------------------------------------------------------------------------
Issuer:             BOISE CASCADE CORPORATION
Ticker:             BCC                      CUSIP:       097383103
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CLAIRE S. FARLEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAKESH GANGWAL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY G. MICHAEL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. WILLIAM REYNOLDS                              ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF KPMG LLP AS INDEPENDENT                   ISSUER             YES       FOR          FOR
ACCOUNTANTS FOR 2004.

PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING SEPARATION                SHAREHOLDER        YES       AGAINST      FOR
OF POSITION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER.

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Issuer:             BORGWARNER INC.
Ticker:             BWA                      CUSIP:       099724106
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JERE A. DRUMMOND                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERNEST J. NOVAK, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TIMOTHY M. MANGANELLO                            ISSUER             YES       FOR          FOR

PROPOSAL #02: TO VOTE UPON A PROPOSAL TO APPROVE THE                   ISSUER             YES       FOR          FOR
BORGWARNER INC. 2004 STOCK INCENTIVE PLAN.

PROPOSAL #03: TO VOTE UPON A PROPOSAL TO APPROVE AN                    ISSUER             YES       FOR          FOR
AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF
THE COMPANY IN ORDER TO PERMIT, AMONG OTHER THINGS, A
2-FOR-1 STOCK SPLIT.

PROPOSAL #04: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
2004.

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Issuer:             BP P.L.C.
Ticker:             BP                       CUSIP:       055622104
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MR H M P MILES                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR B E GROTE                                     ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: LORD BROWNE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIR IAN PROSSER                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SIR ROBIN NICHOLSON                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MR R L OLVER                                     ISSUER             YES       FOR          FOR

PROPOSAL #07: TO ELECT MR A BURGMANS AS A DIRECTOR                     ISSUER             YES       FOR          FOR

PROPOSAL #08: TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS               ISSUER             YES       AGAINST      AGAINST


PROPOSAL #09: TO AMEND THE ARTICLES OF ASSOCIATION OF THE              ISSUER             YES       FOR          FOR
 COMPANY

PROPOSAL #10: TO GIVE AUTHORITY TO ALLOT SHARES UP TO A                ISSUER             YES       FOR          FOR
SPECIFIED AMOUNT

PROPOSAL #11: SPECIAL RESOLUTION: TO GIVE AUTHORITY TO                 ISSUER             YES       FOR          FOR
ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING
AN OFFER TO SHAREHOLDERS

PROPOSAL #12: SPECIAL RESOLUTION: TO GIVE LIMITED                      ISSUER             YES       FOR          FOR
AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY

PROPOSAL #13: TO AUTHORISE THE USE OF TREASURY SHARES FOR              ISSUER             YES       FOR          FOR
 EMPLOYEE SHARE SCHEMES

PROPOSAL #14: TO APPROVE THE DIRECTORS  REMUNERATION                   ISSUER             YES       ABSTAIN      AGAINST
REPORT

PROPOSAL #15: TO DETERMINE THE LIMIT FOR THE AGGREGATE                 ISSUER             YES       FOR          FOR
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS


PROPOSAL #16: TO RECEIVE THE DIRECTORS  ANNUAL REPORT AND              ISSUER             YES       FOR          FOR
 THE ACCOUNTS

PROPOSAL #17: SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT              SHAREHOLDER        YES       ABSTAIN      AGAINST
 THE COMPANY TO PREPARE A REPORT MAKING CERTAIN
DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED
AND SENSITIVE AREAS

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Issuer:             BRISTOL-MYERS SQUIBB COMPANY
Ticker:             BMY                      CUSIP:       110122108
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: P.R. DOLAN                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.V. GERSTNER, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L. JOHANSSON                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF INDEPENDENT AUDITORS                      ISSUER             YES       FOR          FOR

PROPOSAL #03: PUBLICATION OF POLITICAL CONTRIBUTIONS                   SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #04: PROHIBITION OF POLITICAL CONTRIBUTIONS                   SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: SEPARATION OF CHAIRMAN AND CEO POSITIONS                 SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #06: HIV/AIDS-TB-MALARIA                                      SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: DIRECTOR VOTE THRESHOLD                                  SHAREHOLDER        YES       AGAINST      FOR




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Issuer:             BURLINGTON NORTHERN SANTA FE CORPORA
Ticker:             BNI                      CUSIP:       12189T104
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: M.J. SHAPIRO                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V.S. MARTINEZ                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J.C. WATTS, JR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.K. ROSE                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.B. YANNEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.H. WEST                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.F. RACICOT                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: A.L. BOECKMANN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E.E. WHITACRE, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.S. WHISLER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.S. ROBERTS                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE BURLINGTON NORTHERN SANTA                ISSUER             YES       FOR          FOR
FE 1999 STOCK INCENTIVE PLAN, AS PROPOSED TO BE AMENDED
AND RESTATED.

PROPOSAL #03: ADVISE ON THE SELECTION OF                               ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR 2004.

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Issuer:             CANADIAN NATIONAL RAILWAY
Ticker:             CNI                      CUSIP:       136375102
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. HUNTER HARRISON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENIS LOSIER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HUGH J. BOLTON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PURDY CRAWFORD                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.V. RAYMOND CYR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HON. EDWARD C. LUMLEY                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID G.A. MCLEAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES K. GRAY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GILBERT H. LAMPHERE                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: AMB. GORDON D. GIFFIN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT PACE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL R. ARMELLINO                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. CHARLES BAILLIE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDITH E. HOLIDAY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V.M. KEMPSTON DARKES                             ISSUER             YES       FOR          FOR




PROPOSAL #02: APPOINTMENT OF KPMG LLP AS AUDITORS.                     ISSUER             YES       FOR          FOR

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Issuer:             CAPITAL ONE FINANCIAL CORPORATION
Ticker:             COF                      CUSIP:       14040H105
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MAYO A. SHATTUCK, III                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEWIS HAY, III                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. RONALD DIETZ                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2004.

PROPOSAL #03: APPROVAL OF CAPITAL ONE'S 2004 STOCK                     ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

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Issuer:             CHEVRONTEXACO CORPORATION
Ticker:             CVX                      CUSIP:       166764100
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: R.J. EATON                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.A. HILLS                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.R. SHOEMATE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. NUNN                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. GINN                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.J. ROBERTSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.J. O'REILLY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.G. JENIFER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. WARE                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.B. JOHNSTON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.E. DENHAM                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.H. ARMACOST                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS                  ISSUER             YES       FOR          FOR


PROPOSAL #03: SHOW SUPPORT FOR THE STOCKHOLDER RIGHTS                  ISSUER             YES       FOR          FOR
PLAN POLICY

PROPOSAL #04: APPROVAL OF THE LONG-TERM INCENTIVE PLAN                 ISSUER             YES       FOR          FOR


PROPOSAL #05: HIV/AIDS, TUBERCULOSIS, AND MALARIA                      SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: POLITICAL DISCLOSURE                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: DIRECTOR ELECTION VOTE THRESHOLD                         SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #08: REPORT ON ECUADOR                                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #09: RENEWABLE ENERGY                                         SHAREHOLDER        YES       ABSTAIN      AGAINST




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Issuer:             CHUBB CORPORATION
Ticker:             CB                       CUSIP:       171232101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID H. HOAG                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SHEILA P. BURKE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES I. CASH, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOEL J. COHEN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES M. CORNELIUS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KLAUS J. MANGOLD                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LAWRENCE M. SMALL                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN D. FINNEGAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DANIEL E. SOMERS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALFRED W. ZOLLAR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ZOE BAIRD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS                            ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVE THE ADOPTION OF THE CHUBB                        ISSUER             YES       AGAINST      AGAINST
CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)

PROPOSAL #03: APPROVE THE ADOPTION OF THE CHUBB                        ISSUER             YES       AGAINST      AGAINST
CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS (2004)

PROPOSAL #04: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP              ISSUER             YES       FOR          FOR
 AS INDEPENDENT AUDITORS FOR 2004

PROPOSAL #05: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

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Issuer:             CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #E.12: APPROVE  STOCK OPTION GRANTS                           ISSUER             YES       AGAINST      N/A

PROPOSAL #E.13: ISSUE SHARES TO COMPANY SAVINGS PLAN                   ISSUER             YES       AGAINST      N/A
PARTICIPANTS

PROPOSAL #O.1: APPROVAL OF THE CORPORATE ACCOUNTS FOR                  ISSUER             YES       FOR          N/A
2003; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS  REPORT, THE AUDITORS  REPORT, AND THE REPORT OF
 THE SUPERVISORY BOARD, HEREBY APPROVES THE COMPANY
ACCOUNTS FOR 2003 AND THE PROFIT RECORDED THEREIN OF EUR
178,237,815.34. THE GENERAL MEETING HEREBY APPROVES THE
OPERATIONS DESCRIBED IN THE ABOVE ACCOUNTS AND INDICATED
IN THE ABOVE REPORTS, SPECIFICALLY, AND IN SO FAR AS IS
NECESSARY, THOSE AFFECTING THE VARIOUS RESERVE ACCOUNTS.



PROPOSAL #O.2: SET DIVIDEND; ALLOCATE PROFITS                          ISSUER             YES       FOR          N/A





PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR               ISSUER             YES       FOR          N/A
2003; THE GENERAL MEETING, HAVING HEARD THE MANAGEMENT
PARTNERS  REPORT, THE AUDITORS  REPORT, AND THE REPORT OF
 THE SUPERVISORY BOARD, HEREBY APPROVES THE CONSOLIDATED
ACCOUNTS FOR 2003 AND THE PROFIT OF EUR 328,862,182.56
RECORDED THEREIN.


PROPOSAL #O.4: REGULATED AGREEMENTS; THE GENERAL MEETING               ISSUER             YES       FOR          N/A
HAVING HEARD THE SPECIAL AUDITORS  REPORT ON THE
AGREEMENTS DESCRIBED IN ARTICLE L 226-10 OF THE FRENCH
COMMERCIAL CODE, HEREBY APPROVES THE SAID REPORT AND DULY
 RECORDS THAT THERE ARE NO AGREEMENTS OF THIS TYPE TO BE
SUBMITTED FOR APPROVAL.


PROPOSAL #O.5: RENEWAL OF THE TERM OF OFFICE OF A MEMBER               ISSUER             YES       ABSTAIN      N/A
OF THE SUPERVISORY BOARD; THE GENERAL MEETING, HAVING
HEARD THE MANAGING PARTNERS  REPORT AND THE REPORT OF THE
 SUPERVISORY BOARD, HEREBY RE-ELECTS MR. ERIC BOURDAIS DE
 CHARBONNIERE TO THE SUPERVISORY BOARD FOR A TERM OF FIVE
 YEARS, THE SAID TERM TO EXPIRE AT THE GENERAL MEETING OF
 2009 FOR THE ADOPTION OF THE ACCOUNTS FOR 2008


PROPOSAL #O.6: RENEWAL OF THE TERM OF OFFICE OF A MEMBER               ISSUER             YES       ABSTAIN      N/A
OF THE SUPERVISORY BOARD; THE GENERAL MEETING, HAVING
HEARD THE MANAGING PARTNERS  REPORT AND THE REPORT OF THE
 SUPERVISORY BOARD, HEREBY RE-ELECTS MR. FRANCOIS
GRAPPOTTE TO THE SUPERVISORY BOARD FOR A TERM OF FIVE
YEARS, THE SAID TERM TO EXPIRE AT THE GENERAL MEETING OF
2009 FOR THE ADOPTION OF THE ACCOUNTS FOR 2008.


PROPOSAL #O.7: APPOINTMENT OF AN AUDITOR; THE GENERAL                  ISSUER             YES       FOR          N/A
MEETING, HAVING HEARD THE REPORT OF THE SUPERVISORY BOARD
 AND NOTING THAT THE TERM OF APPOINTMENT OF THE AUDITOR
MR. DOMINIQUE PAUL IS NEARING EXPIRY, HEREBY APPOINTS
PRICEWATERHOUSECOOPERS AUDIT, OF 32, RUE GUERSANT - 75017
 PARIS, TO REPLACE HIM FOR A TERM OF 6 YEARS TO TERMINATE
 AT THE CLOSING OF THE GENERAL MEETING CONVENED IN 2010
TO VOTE ON THE ACCOUNTS FOR YEAR 2009.



PROPOSAL #O.8: APPOINTMENT OF AN ADDITIONAL AUDITOR; THE               ISSUER             YES       ABSTAIN      N/A
GENERAL MEETING, HAVING THE REPORT OF THE SUPERVISORY
BOARD HEREBY APPOINTS, FOR A TERM OF 6 YEARS TO TERMINATE
 AFTER THE CLOSING OF THE GENERAL MEETING CONVENED IN
2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009, TO AUDIT THE
ACCOUNTS FOR THE YEAR 2009, MR. PIERRE COLL, 32, RUE
GUERSANT - 75017 PARIS, AS AUDITOR IN ADDITION TO
PRICEWATERHOUSECOOPERS AUDIT.


PROPOSAL #O.10: APPOINTMENT OF AN ADDITIONAL AUDITOR; THE              ISSUER             YES       ABSTAIN      N/A
 GENERAL MEETING, HAVING THE REPORT OF THE SUPERVISORY
BOARD HEREBY APPOINTS, FOR A TERM OF 6 YEARS TO TERMINATE
 AFTER THE CLOSING OF THE GENERAL MEETING CONVENED IN
2010 TO VOTE ON THE ACCOUNTS FOR YEAR 2009, TO AUDIT THE
ACCOUNTS FOR THE YEAR 2009, MR. JACQUES ZAKS, 20 B, RUE
BOISSIERE - 75116 PARIS, AS AUDITOR IN ADDITION TO
COREVISE.


PROPOSAL #O.11: AUTHORIZE TRADE IN COMPANY STOCK                       ISSUER             YES       FOR          N/A




PROPOSAL #O.9: APPOINTMENT OF AN AUDITOR; THE GENERAL                  ISSUER             YES       ABSTAIN      N/A
MEETING, HAVING HEARD THE REPORT OF THE SUPERVISORY BOARD
 AND NOTING THAT THE TERM OF APPOINTMENT OF THE AUDITOR
MR. STEPHANE MARIE IS NEARING EXPIRY, HEREBY APPOINTS
COREVISE, 20 B, RUE BOISSIERE - 75116 PARIS TO REPLACE
HIM FOR A TERM OF 6 YEARS TO TERMINATE AFTER THE CLOSING
OF THE GENERAL MEETING CONVENED IN 2010 TO VOTE ON THE
ACCOUNTS FOR YEAR 2009.


- ----------------------------------------------------------------------------------------------------
Issuer:             CISCO SYSTEMS, INC.
Ticker:             CSCO                     CUSIP:       17275R102
Meeting Date        11/11/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES C. MORGAN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RODERICK C. MCGEARY                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN T. CHAMBERS                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JERRY YANG                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEVEN M. WEST                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CAROL A. BARTZ                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DONALD T. VALENTINE                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LARRY R. CARTER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN P. MORGRIDGE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. JAMES F. GIBBONS                             ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE AN AMENDMENT AND RESTATEMENT OF               ISSUER             YES       FOR          FOR
THE EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE
OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE FULLY
SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.


PROPOSAL #03: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2004.

PROPOSAL #04: PROPOSAL SUBMITTED BY A SHAREHOLDER THAT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
THE BOARD PREPARE A REPORT EACH FISCAL YEAR ON CISCO
HARDWARE AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES AND
 STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY
ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.


PROPOSAL #05: PROPOSAL SUBMITTED BY SHAREHOLDERS THAT THE              SHAREHOLDER        YES       AGAINST      FOR
 BOARD'S COMPENSATION COMMITTEE PREPARE AND MAKE
AVAILABLE BY JANUARY 1, 2004, A REPORT COMPARING TOTAL
COMPENSATION OF THE COMPANY'S TOP EXECUTIVES AND ITS
LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF SPECIFIC
 DATES, AS MORE FULLY SET FORTH IN THE ACCOMPANYING PROXY
 STATEMENT.

- ----------------------------------------------------------------------------------------------------
Issuer:             CIT GROUP INC.
Ticker:             CIT                      CUSIP:       125581108
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALBERT R. GAMPER, JR.                            ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: HON. THOMAS H. KEAN                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARIANNE MILLER PARRS                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER J. TOBIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEFFREY M. PEEK                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN R. RYAN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY C. BUTLER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM A. FARLINGER                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM M. FREEMAN                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: EDWARD J. KELLY, III                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP               ISSUER             YES       FOR          FOR
AS INDEPENDENT ACCOUNTANTS.


PROPOSAL #03: TO TRANSACT SUCH OTHER BUSINESS THAT MAY                 ISSUER             YES       AGAINST      AGAINST
COME BEFORE THE MEETING.

- ----------------------------------------------------------------------------------------------------
Issuer:             CITIGROUP INC.
Ticker:             C                        CUSIP:       172967101
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD D. PARSONS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN M. DEUTCH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDRALL E. PEARSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN DIBBLE JORDAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES PRINCE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT E. RUBIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANKLIN A. THOMAS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SANFORD I. WEILL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE DAVID                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH T. DERR                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DUDLEY C. MECUM                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAIN J.P. BELDA                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG                 ISSUER             YES       FOR          FOR
LLP AS CITIGROUP'S INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING A CURB ON                SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND
 NO RENEWALS OR EXTENSIONS OF OPTION PLANS.



PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 POLITICAL CONTRIBUTIONS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A                        SHAREHOLDER        YES       AGAINST      FOR
DISCONTINUATION OF ALL RIGHTS, OPTIONS, SAR'S AND
POSSIBLE SEVERANCE PAYMENTS TO THE TOP 5 OF MANAGEMENT.


PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE                 SHAREHOLDER        YES       AGAINST      FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.

- ----------------------------------------------------------------------------------------------------
Issuer:             COMCAST CORPORATION
Ticker:             CMCSA                    CUSIP:       20030N101
Meeting Date        5/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: SHELDON M. BONOVITZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL I. SOVERN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RALPH J. ROBERTS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JULIAN A. BRODSKY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRIAN L. ROBERTS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH J. BACON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. DECKER ANSTROM                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH L. CASTLE, II                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. MICHAEL COOK                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. JUDITH RODIN                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: INDEPENDENT AUDITORS.                                    ISSUER             YES       FOR          FOR

PROPOSAL #03: 2002 RESTRICTED STOCK PLAN.                              ISSUER             YES       FOR          FOR

PROPOSAL #04: AMENDMENT TO ARTICLES OF INCORPORATION.                  ISSUER             YES       FOR          FOR


PROPOSAL #05: ESTABLISH A TWO-THIRDS INDEPENDENT BOARD.                SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #06: DISCLOSE POLITICAL CONTRIBUTIONS.                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: NOMINATE TWO DIRECTORS FOR EVERY OPEN                    SHAREHOLDER        YES       AGAINST      FOR
DIRECTORSHIP.

PROPOSAL #08: LIMIT COMPENSATION FOR SENIOR EXECUTIVES.                SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #09: ADOPT A RECAPITALIZATION PLAN.                           SHAREHOLDER        YES       FOR          AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             CONOCOPHILLIPS
Ticker:             COP                      CUSIP:       20825C104
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID L. BOREN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RUTH R. HARKIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. RHODES                                ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES E. COPELAND, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. STAPLETON ROY                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #03: AUTHORIZE THE 2004 OMNIBUS STOCK AND                     ISSUER             YES       FOR          FOR
PERFORMANCE INCENTIVE PLAN

PROPOSAL #04: OFFICER & DIRECTOR COMPENSATION                          SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: COMMONSENSE EXECUTIVE COMPENSATION                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: ANWR DRILLING                                            SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             CONSTELLATION ENERGY GROUP, INC.
Ticker:             CEG                      CUSIP:       210371100
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES T. BRADY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT J. LAWLESS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES R. CURTISS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD J. KELLY, III                             ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP               ISSUER             YES       FOR          FOR
AS INDEPENDENT AUDITORS FOR 2004.


- ----------------------------------------------------------------------------------------------------
Issuer:             CONTINENTAL AIRLINES, INC.
Ticker:             CAL                      CUSIP:       210795308
Meeting Date        3/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GORDON M. BETHUNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD B. WOODARD                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES A. YAMARONE                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR.                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LAWRENCE W. KELLNER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY L. MEYER III                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE G. C. PARKER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL                             ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO ADOPT 2004 EMPLOYEE STOCK                    ISSUER             YES       FOR          FOR
PURCHASE PLAN

PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS                     ISSUER             YES       FOR          FOR

PROPOSAL #04: PROPOSAL TO RECOMMEND RETENTION OF                       ISSUER             YES       AGAINST      AGAINST
STOCKHOLDERS  RIGHTS AGREEMENT

PROPOSAL #05: PROPOSAL OF STOCKHOLDER                                  SHAREHOLDER        YES       FOR          AGAINST




PROPOSAL #06: PLEASE MARK THE  FOR  BOX ONLY IF ANY STOCK              ISSUER             YES       ABSTAIN      N/A
 OWNED OF RECORD OR BENEFICIALLY BY YOU IS OWNED OR
CONTROLLED BY NON-U.S. CITIZENS (AS DEFINED IN THE PROXY
STATEMENT).

- ----------------------------------------------------------------------------------------------------
Issuer:             COOPER INDUSTRIES, LTD.
Ticker:             CBE                      CUSIP:       G24182100
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: D.F. SMITH                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G.B. SMITH                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.G. BUTLER                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINT ERNST & YOUNG AS INDEPENDENT                     ISSUER             YES       FOR          FOR
AUDITORS FOR THE YEAR ENDING 12/31/2004.

PROPOSAL #03: APPROVE THE AMENDED AND RESTATED STOCK                   ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND              SHAREHOLDER        YES       ABSTAIN      AGAINST
 ENVIRONMENTAL ISSUES RELATED TO SUSTAINABILITY.


PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE               SHAREHOLDER        YES       AGAINST      FOR
EQUITY COMPENSATION PLANS.

- ----------------------------------------------------------------------------------------------------
Issuer:             CORNING INCORPORATED
Ticker:             GLW                      CUSIP:       219350105
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JEREMY R. KNOWLES                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WENDELL P. WEEKS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HANSEL E. TOOKES II                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EUGENE C. SIT                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG                             ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF                    ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT
AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2004.

PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO SEVERANCE               SHAREHOLDER        YES       FOR          AGAINST
AGREEMENTS WITH SENIOR EXECUTIVES.

- ----------------------------------------------------------------------------------------------------
Issuer:             COX COMMUNICATIONS, INC.
Ticker:             COX                      CUSIP:       224044107
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RODNEY W. SCHROCK                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES O. ROBBINS                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT C. O'LEARY                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES C. KENNEDY                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ANDREW J. YOUNG                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: G. DENNIS BERRY                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JANET M. CLARKE                                  ISSUER             YES       FOR          FOR




PROPOSAL #02: ADOPTION OF THE 2004 EMPLOYEE STOCK                      ISSUER             YES       FOR          FOR
PURCHASE PLAN

- ----------------------------------------------------------------------------------------------------
Issuer:             CROWN HOLDINGS, INC.
Ticker:             CCK                      CUSIP:       228368106
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN W. CONWAY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNOLD W. DONALD                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAN W. RUTHERFORD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G. FRED DIBONA, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HAROLD A. SORGENTI                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS A. RALPH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JENNE K. BRITELL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HUGUES DU ROURET                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM G. LITTLE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HANS J. LOLIGER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARIE L. GARIBALDI                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS.                    ISSUER             YES       FOR          FOR

PROPOSAL #03: RESOLUTION TO ADOPT THE STOCK COMPENSATION               ISSUER             YES       FOR          FOR
PLAN FOR NON-EMPLOYEE DIRECTORS.

PROPOSAL #04: RESOLUTION TO ADOPT THE 2004 STOCK-BASED                 ISSUER             YES       FOR          FOR
INCENTIVE COMPENSATION PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             CSX CORPORATION
Ticker:             CSX                      CUSIP:       126408103
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: R.D. KUNISCH                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.E. RICE                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.C. RICHARDSON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.J. SHEPARD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.S. ROYAL, M.D.                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.L. BURRUS, JR.                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S.J. MORCOTT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E.J. KELLY, III                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.M. RATCLIFFE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E.E. BAILEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.J. WARD                                        ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS                      ISSUER             YES       FOR          FOR
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.

PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION.



PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON PILL               SHAREHOLDER        YES       AGAINST      FOR
PROVISIONS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING SEVERANCE                 SHAREHOLDER        YES       FOR          AGAINST
AGREEMENTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             EATON CORPORATION
Ticker:             ETN                      CUSIP:       278058102
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. GREEN                                         ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: M.J. CRITELLI                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: K.M. PATEL                                       ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF 2004 STOCK PLAN                              ISSUER             YES       AGAINST      AGAINST

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

- ----------------------------------------------------------------------------------------------------
Issuer:             ENCANA CORPORATION
Ticker:             ECA                      CUSIP:       292505104
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL A. GRANDIN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RALPH S. CUNNINGHAM                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICK D. DANIEL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. FATT                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD F. HASKAYNE                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS A. SHARP                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GWYN MORGAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KEN F. MCCREADY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID P. O'BRIEN                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: IAN W. DELANEY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JANE L. PEVERETT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DALE A. LUCAS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL N. CHERNOFF                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES M. STANFORD                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARRY W. HARRISON                                ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF AUDITORS -                                ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED
BY THE BOARD OF DIRECTORS.

PROPOSAL #03: CONFIRMATION OF NEW BY-LAW NO. 1 (AS                     ISSUER             YES       FOR          FOR
DESCRIBED ON PAGE 8 AND IN APPENDIX  A  OF THE
ACCOMPANYING INFORMATION CIRCULAR).



PROPOSAL #04: APPROVAL OF AMENDMENTS AND RECONFIRMATION                ISSUER             YES       FOR          FOR
OF THE SHAREHOLDER RIGHTS PLAN (AS DESCRIBED ON PAGES
8-11 AND IN APPENDIX  B  OF THE ACCOMPANYING INFORMATION
CIRCULAR).

- ----------------------------------------------------------------------------------------------------
Issuer:             ENGELHARD CORPORATION
Ticker:             EC                       CUSIP:       292845104
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID L. BURNER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES V. NAPIER                                  ISSUER             YES       FOR          FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             ENTERGY CORPORATION
Ticker:             ETR                      CUSIP:       29364G103
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: B.A. STEINHAGEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.A. MURPHY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.W. MURRILL                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. NICHOLS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.C. SMITH                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.A. PERCY, II                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.H. REILLEY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.C. HINTZ                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.M. HERMAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.V. WILKINSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. V.D. LUFT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.W. LEONARD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.P. DEMING                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.D. DEBREE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.S. BATEMAN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.F. BLOUNT                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF EXTERNAL AUDITORS.                       ISSUER             YES       FOR          FOR

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING LIMITING                  SHAREHOLDER        YES       FOR          AGAINST
BENEFITS PAYABLE UNDER SEVERANCE AGREEMENTS.


PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING CUMULATIVE                SHAREHOLDER        YES       AGAINST      FOR
VOTING.

PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING COMPENSATION              SHAREHOLDER        YES       AGAINST      FOR
 FOR THE TOP FIVE EXECUTIVES.

- ----------------------------------------------------------------------------------------------------
Issuer:             EXXON MOBIL CORPORATION
Ticker:             XOM                      CUSIP:       30231G102
Meeting Date        5/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: H.A. MCKINNELL, JR.                              ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: M.C. NELSON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.C. KING                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.R. RAYMOND                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.R. HOWELL                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.J. LONGWELL                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.W. TILLERSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.J. BOSKIN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. HOUGHTON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.E. LIPPINCOTT                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE               ISSUER             YES       FOR          FOR
27).

PROPOSAL #03: APPROVAL OF 2004 NON-EMPLOYEE DIRECTOR                   ISSUER             YES       FOR          FOR
RESTRICTED STOCK PLAN (PAGE 28).

PROPOSAL #04: POLITICAL CONTRIBUTIONS (PAGE 30).                       SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: POLITICAL CONTRIBUTIONS REPORT (PAGE 32).                SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #06: MEDIA RESPONSE ON EQUATORIAL GUINEA (PAGE                SHAREHOLDER        YES       ABSTAIN      AGAINST
34).

PROPOSAL #07: BOARD CHAIRMAN AND CEO (PAGE 37).                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #08: EXECUTIVE COMPENSATION (PAGE 39).                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: EQUITY COMPENSATION REPORT (PAGE 40).                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: AMENDMENT OF EEO POLICY (PAGE 42).                       SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #11: CLIMATE SCIENCE REPORT (PAGE 44).                        SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             FANNIE MAE
Ticker:             FNM                      CUSIP:       313586109
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: K.M. DUBERSTEIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.P. SWYGERT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.D. RAINES                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L. RAHL                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.B. ASHLEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.P. GERRITY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.K. PICKETT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.H. MUDD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T. HOWARD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.M. MULCAHY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.B. MARRON                                      ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: F.V. MALEK                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. KOROLOGOS                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF AUDITORS                ISSUER             YES       FOR          FOR


PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE FANNIE MAE               ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN

PROPOSAL #04: STOCKHOLDER PROPOSAL TO REINSTATE                        SHAREHOLDER        YES       AGAINST      FOR
CUMULATIVE VOTING

- ----------------------------------------------------------------------------------------------------
Issuer:             FEDERAL HOME LOAN MORTGAGE CORPORATI
Ticker:             FRE                      CUSIP:       313400301
Meeting Date        3/31/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: SHAUN F. O'MALLEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD F. POE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN A. ROSS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOAN E. DONOGHUE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD J. SCHUENKE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN B. MCCOY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY KAUFMAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE D. GOULD                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHELLE ENGLER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD F. SYRON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHRISTINA SEIX                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD KARL GOELTZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM J. TURNER                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                           ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE YEAR 2003

- ----------------------------------------------------------------------------------------------------
Issuer:             FEDERATED DEPARTMENT STORES, INC.
Ticker:             FD                       CUSIP:       31410H101
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KARL M. VON DER HEYDEN                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH A. PICHLER                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOSEPH NEUBAUER                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SARA LEVINSON                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                 ISSUER             YES       FOR          FOR
FEDERATED'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JANUARY 29, 2005.

PROPOSAL #03: TO AMEND FEDERATED'S 1995 EXECUTIVE EQUITY               ISSUER             YES       AGAINST      AGAINST
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF
FEDERATED'S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE
 PLAN.



PROPOSAL #04: TO ACT UPON A STOCKHOLDER PROPOSAL TO TAKE               SHAREHOLDER        YES       FOR          AGAINST
THE NECESSARY STEPS TO ADOPT A SYSTEM FOR THE ANNUAL
ELECTION OF ALL OF FEDERATED'S DIRECTORS.

- ----------------------------------------------------------------------------------------------------
Issuer:             FIRSTENERGY CORP.
Ticker:             FE                       CUSIP:       337932107
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: C.A. REIN                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.T. ADDISON                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.C. SAVAGE                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: E.J. NOVAK, JR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.M. PIETRUSKI                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF AUDITOR                                  ISSUER             YES       FOR          FOR

PROPOSAL #03: APPROVAL OF AMENDMENTS TO THE CODE OF                    ISSUER             YES       FOR          FOR
REGULATIONS TO DECLASSIFY THE BOARD OF DIRECTORS

PROPOSAL #04: APPROVAL OF AMENDMENTS TO THE ARTICLES OF                ISSUER             YES       FOR          FOR
INCORPORATION AND CODE OF REGULATIONS TO CHANGE CERTAIN
VOTING REQUIREMENTS

PROPOSAL #05: APPROVAL OF EXISTING EXECUTIVE DEFERRED                  ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #06: APPROVAL OF EXISTING DIRECTOR DEFERRED                   ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #07: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #08: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #10: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       FOR          AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             FLEETBOSTON FINANCIAL CORPORATION
Ticker:             FBF                      CUSIP:       339030108
Meeting Date        3/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: APPROVAL OF THE MERGER AGREEMENT                         ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF PROPOSAL TO ADJOURN THE                      ISSUER             YES       FOR          FOR
FLEETBOSTON SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES

- ----------------------------------------------------------------------------------------------------
Issuer:             FLEXTRONICS INTERNATIONAL LTD.
Ticker:             FLEX                     CUSIP:       Y2573F102
Meeting Date        9/30/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: RE-ELECTION OF RICHARD L. SHARP AS A                     ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR OF THE COMPANY.

PROPOSAL #2A: RE-ELECTION OF JAMES A. DAVIDSON AS A                    ISSUER             YES       FOR          FOR
DIRECTOR OF THE COMPANY.

PROPOSAL #2B: RE-ELECTION OF LIP-BU TAN AS A DIRECTOR OF               ISSUER             YES       FOR          FOR
THE COMPANY.

PROPOSAL #03: RE-APPOINTMENT OF PATRICK FOLEY AS A                     ISSUER             YES       FOR          FOR
DIRECTOR OF THE COMPANY.



PROPOSAL #04: TO APPOINT DELOITTE & TOUCHE LLP AS                      ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2004.

PROPOSAL #05: TO APPROVE AN AMENDMENT TO THE COMPANY'S                 ISSUER             YES       FOR          FOR
1997 EMPLOYEE SHARE PURCHASE PLAN.

PROPOSAL #06: TO APPROVE THE AUTHORIZATION FOR THE                     ISSUER             YES       FOR          FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.

PROPOSAL #07: TO APPROVE THE AUTHORIZATION FOR THE                     ISSUER             YES       FOR          FOR
COMPANY TO PROVIDE CASH COMPENSATION TO ITS DIRECTORS.


PROPOSAL #08: TO APPROVE THE AUTHORIZATION OF THE                      ISSUER             YES       FOR          FOR
PROPOSED RENEWAL OF THE SHARE MANDATE RELATING TO
ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY
SHARES.

- ----------------------------------------------------------------------------------------------------
Issuer:             GANNETT CO., INC.
Ticker:             GCI                      CUSIP:       364730101
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN P. MUNN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES A. JOHNSON                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS                ISSUER             YES       FOR          FOR
LLP AS THE COMPANY'S AUDITORS.


PROPOSAL #03: PROPOSAL TO AMEND 2001 OMNIBUS INCENTIVE                 ISSUER             YES       FOR          FOR
COMPENSATION PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING EXECUTIVE                SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION.

- ----------------------------------------------------------------------------------------------------
Issuer:             GENERAL ELECTRIC COMPANY
Ticker:             GE                       CUSIP:       369604103
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #02: ANIMAL TESTING                                           SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #03: NUCLEAR RISK                                             SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #04: REPORT ON PCB CLEANUP COSTS                              SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: OFFSHORE SOURCING                                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: SUSTAINABILITY INDEX                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: COMPENSATION COMMITTEE INDEPENDENCE                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #08: PAY DISPARITY                                            SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: END STOCK OPTIONS AND BONUSES                            SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: LIMIT OUTSIDE DIRECTORSHIPS                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #11: INDEPENDENT BOARD CHAIRMAN                               SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #12: EXPLORE SALE OF COMPANY                                  SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #13: HOLDING STOCK FROM STOCK OPTIONS                         SHAREHOLDER        YES       AGAINST      FOR




PROPOSAL #14: BOARD INDEPENDENCE                                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #15: POLITICAL CONTRIBUTIONS                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

ELECTION OF DIRECTOR: SAM NUNN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEFFREY R. IMMELT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH G. LANGONE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT J. SWIERINGA                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT C. WRIGHT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAN G. LAFLEY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES I. CASH, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DOUGLAS A. WARNER III                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDREA JUNG                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RALPH S. LARSEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS D. DAMMERMAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGER S. PENSKE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN M. FUDGE                                     ISSUER             YES       FOR          FOR

PROPOSAL #0B: INDEPENDENT AUDITOR                                      ISSUER             YES       FOR          FOR

PROPOSAL #0C: REVENUE MEASUREMENT ADDED TO EXECUTIVE                   ISSUER             YES       FOR          FOR
OFFICER PERFORMANCE GOALS

- ----------------------------------------------------------------------------------------------------
Issuer:             GENUINE PARTS COMPANY
Ticker:             GPC                      CUSIP:       372460105
Meeting Date        4/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS, MD                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEAN DOUVILLE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. HICKS LANIER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WENDY B. NEEDHAM                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF GENUINE PARTS COMPANY'S 2004                 ISSUER             YES       FOR          FOR
ANNUAL INCENTIVE BONUS PLAN.

PROPOSAL #03: RATIFICATION OF THE SELECTION OF ERNST &                 ISSUER             YES       FOR          FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.


PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON PILL.              SHAREHOLDER        YES       FOR          AGAINST


PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING RESTRICTED                SHAREHOLDER        YES       AGAINST      FOR
SHARE PROGRAMS IN LIEU OF STOCK OPTIONS IN EXECUTIVE
COMPENSATION.



- ----------------------------------------------------------------------------------------------------
Issuer:             GEORGIA-PACIFIC CORPORATION
Ticker:             GP                       CUSIP:       373298108
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DONALD V. FITES*                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARBARA L. BOWLES*                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES B. WILLIAMS**                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KAREN N. HORN*                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. JOHNSON*                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID R. GOODE*                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO AMEND THE GEORGIA-PACIFIC                    ISSUER             YES       FOR          FOR
CORPORATION LONG-TERM INCENTIVE PLAN TO ADD STOCK
APPRECIATION RIGHTS, KNOWN AS SARS, AS PERMITTED AWARDS
UNDER THE PLAN.

PROPOSAL #03: PROPOSAL TO APPROVE THE GEORGIA-PACIFIC                  ISSUER             YES       FOR          FOR
CORPORATION SHORT-TERM INCENTIVE PLAN SO THAT INCENTIVE
COMPENSATION AWARDS PAID UNDER THE PLAN WILL BE FULLY
DEDUCTIBLE UNDER 162(M) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

PROPOSAL #04: PROPOSAL TO RATIFY THE APPOINTMENT OF OUR                ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS, ERNST & YOUNG LLP, AS AUDITORS FOR
OUR FISCAL YEAR ENDING JANUARY 1, 2005.

- ----------------------------------------------------------------------------------------------------
Issuer:             GLAXOSMITHKLINE PLC
Ticker:             GSK                      CUSIP:       37733W105
Meeting Date        5/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #O1: TO RECEIVE AND ADOPT THE DIRECTORS  REPORT               ISSUER             YES       FOR          FOR
AND THE FINANCIAL STATEMENTS (ORDINARY RESOLUTION)


PROPOSAL #O2: TO APPROVE THE REMUNERATION REPORT                       ISSUER             YES       FOR          FOR
(ORDINARY RESOLUTION)

PROPOSAL #O3: TO ELECT MR H LAWRENCE CULP AS A DIRECTOR                ISSUER             YES       FOR          FOR
(ORDINARY RESOLUTION)

PROPOSAL #O4: TO ELECT MR CRISPIN DAVIS AS A DIRECTOR                  ISSUER             YES       FOR          FOR
(ORDINARY RESOLUTION)

PROPOSAL #O5: TO ELECT SIR ROBERT WILSON AS A DIRECTOR                 ISSUER             YES       FOR          FOR
(ORDINARY RESOLUTION)

PROPOSAL #O6: TO ELECT DR TACHI YAMADA AS A DIRECTOR                   ISSUER             YES       FOR          FOR
(ORDINARY RESOLUTION)

PROPOSAL #O7: TO RE-ELECT SIR CHRISTOPHER HOGG AS A                    ISSUER             YES       FOR          FOR
DIRECTOR (ORDINARY RESOLUTION)

PROPOSAL #O8: RE-APPOINTMENT OF AUDITORS (ORDINARY                     ISSUER             YES       FOR          FOR
RESOLUTION)

PROPOSAL #O9: REMUNERATION OF AUDITORS (ORDINARY                       ISSUER             YES       FOR          FOR
RESOLUTION)

PROPOSAL #S10: AUTHORISE THE COMPANY TO MAKE DONATIONS TO              ISSUER             YES       ABSTAIN      AGAINST
 EU POLITICAL ORGAN- ISATIONS AND INCUR EU POLITICAL
EXPENDITURE (SPECIAL BUSINESS)

PROPOSAL #S11: DISAPPLICATION OF PRE-EMPTION RIGHTS                    ISSUER             YES       FOR          FOR
(SPECIAL RESOLUTION)



PROPOSAL #S12: AUTHORITY FOR THE COMPANY TO PURCHASE ITS               ISSUER             YES       FOR          FOR
OWN SHARES (SPECIAL RESOLUTION)

- ----------------------------------------------------------------------------------------------------
Issuer:             GLOBALSANTAFE CORPORATION
Ticker:             GSF                      CUSIP:       G3930E101
Meeting Date        6/9/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KHALED R. AL-HAROON                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD R. MULLER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN L. WHITMIRE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL J. POWERS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FERDINAND A. BERGER                              ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO              ISSUER             YES       FOR          FOR
 AMEND THE COMPANY'S AMENDED AND RESTATED ARTICLES OF
ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY
RECORD SHAREHOLDERS.


PROPOSAL #03: PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO              ISSUER             YES       FOR          FOR
 AMEND THE COMPANY'S AMENDED AND RESTATED ARTICLES OF
ASSOCIATION TO REMOVE THE LANGUAGE  NO SHARE OWNERSHIP
QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED.


PROPOSAL #04: PROPOSAL TO RATIFY THE APPOINTMENT OF                    ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES
FOR THE YEAR ENDING DECEMBER 31, 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             GOLDEN WEST FINANCIAL CORPORATION
Ticker:             GDW                      CUSIP:       381317106
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARION O. SANDLER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LESLIE TANG SCHILLING                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA A. KING                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: INCREASE THE NUMBER OF AUTHORIZED SHARES OF              ISSUER             YES       FOR          FOR
 COMMON STOCK FROM 200,000,000 TO 600,000,000.


PROPOSAL #03: RATIFICATION OF THE SELECTION OF DELOITTE &              ISSUER             YES       FOR          FOR
 TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT OUTSIDE
 AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.


- ----------------------------------------------------------------------------------------------------
Issuer:             GUIDANT CORPORATION
Ticker:             GDT                      CUSIP:       401698105
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: NANCY-ANN MIN DEPARLE                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ENRIQUE C. FALLA                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MAURICE A. COX, JR.                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: KRISTINA M. JOHNSON PHD                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD W. DOLLENS                                ISSUER             YES       FOR          FOR




PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &               ISSUER             YES       AGAINST      AGAINST
YOUNG LLP AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: PROPOSAL BY SHAREHOLDER THAT THE BOARD                   SHAREHOLDER        YES       FOR          AGAINST
ADOPT A POLICY OF EXPENSING IN THE COMPANY'S ANNUAL
INCOME STATEMENT THE COST OF ALL FUTURE STOCK OPTIONS
ISSUED BY THE COMPANY.

- ----------------------------------------------------------------------------------------------------
Issuer:             HCA INC.
Ticker:             HCA                      CUSIP:       404119109
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MAGDALENA H AVERHOFF MD                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN H. MCARTHUR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENT C. NELSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACK O. BOVENDER, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T. MICHAEL LONG                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GLENDA A. HATCHETT                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HAROLD T. SHAPIRO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD M. BRACKEN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FREDERICK W. GLUCK                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS F. FRIST, JR. MD                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARTIN FELDSTEIN                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK S. ROYAL, MD                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY JR.                          ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS HCA'S               ISSUER             YES       FOR          FOR
INDEPENDENT AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.


PROPOSAL #03: APPROVAL OF THE HCA INC. AMENDED AND                     ISSUER             YES       AGAINST      AGAINST
RESTATED MANAGEMENT STOCK PURCHASE PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             HEALTH NET, INC.
Ticker:             HNT                      CUSIP:       42222G108
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PATRICK FOLEY                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAY M. GELLERT                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGER F. GREAVES                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BRUCE G. WILLISON                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. THOMAS BOUCHARD                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GALE S. FITZGERALD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FREDERICK C. YEAGER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD J. STEGEMEIER                            ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: RICHARD W. HANSELMAN                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS T. FARLEY                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO ADOPT AN AMENDED AND RESTATED                         ISSUER             YES       FOR          FOR
CERTIFICATE OF INCORPORATION THAT ELIMINATES THE
COMPANY'S CLASS B CONVERTIBLE COMMON STOCK $.001, PAR
VALUE PER SHARE, AND REFERS TO A SINGLE REMAINING CLASS
OF COMPANY COMMON STOCK AS  COMMON STOCK  RATHER THAN
CLASS A COMMON STOCK.

PROPOSAL #03: TO RATIFY THE SELECTION OF DELOITTE &                    ISSUER             YES       FOR          FOR
TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             HEWLETT-PACKARD COMPANY
Ticker:             HPQ                      CUSIP:       428236103
Meeting Date        3/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: L.S. SALHANY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.T. BABBIO, JR.                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.L. RYAN                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G.A. KEYWORTH II                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.S. FIORINA                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.C. DUNN                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.A. HACKBORN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.E. KNOWLING, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.M. LITVACK                                     ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS                  ISSUER             YES       FOR          FOR
HEWLETT-PACKARD COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.

PROPOSAL #03: APPROVAL OF THE HEWLETT-PACKARD COMPANY                  ISSUER             YES       FOR          FOR
2004 STOCK INCENTIVE PLAN

PROPOSAL #04: SHAREOWNER PROPOSAL ENTITLED  STOCK OPTION               SHAREHOLDER        YES       FOR          AGAINST
EXPENSING PROPOSAL

- ----------------------------------------------------------------------------------------------------
Issuer:             INGRAM MICRO INC.
Ticker:             IM                       CUSIP:       457153104
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOE B. WYATT*                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HOWARD I. ATKINS**                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ORRIN H. INGRAM II*                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MICHAEL T. SMITH*                                ISSUER             YES       WITHHOLD     AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             INTERNATIONAL BUSINESS MACHINES CORP
Ticker:             IBM                      CUSIP:       459200101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: N.O. KEOHANE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.E. SPERO                                       ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: J.B. SLAUGHTER                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S.J. PALMISANO                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.F. KNIGHT                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. GHOSN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.I. CHENAULT                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.H. ZAMBRANO                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.M. VEST                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S. TAUREL                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: C. BLACK                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.A. NOTO                                        ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       AGAINST      AGAINST
ACCOUNTANTS (PRICEWATERHOUSECOOPERS LLP) (PAGE 22)


PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
ACCOUNTANTS FOR THE BUSINESS CONSULTING SERVICES UNIT
(ERNST & YOUNG LLP) (PAGE 22)

PROPOSAL #04: APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE              ISSUER             YES       FOR          FOR
 TERMS FOR CERTAIN EXECUTIVES (PAGE 23)

PROPOSAL #05: STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING               SHAREHOLDER        YES       AGAINST      FOR
(PAGE 25)

PROPOSAL #06: STOCKHOLDER PROPOSAL ON: PENSION AND                     SHAREHOLDER        YES       AGAINST      FOR
RETIREMENT MEDICAL (PAGE 25)

PROPOSAL #07: STOCKHOLDER PROPOSAL ON: EXECUTIVE                       SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION (PAGE 26)

PROPOSAL #08: STOCKHOLDER PROPOSAL ON: EXPENSING STOCK                 SHAREHOLDER        YES       FOR          AGAINST
OPTIONS (PAGE 28)

PROPOSAL #09: STOCKHOLDER PROPOSAL ON: DISCLOSURE OF                   SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION (PAGE 29)

PROPOSAL #10: STOCKHOLDER PROPOSAL ON: CHINA BUSINESS                  SHAREHOLDER        YES       ABSTAIN      AGAINST
PRINCIPLES (PAGE 30)

PROPOSAL #11: STOCKHOLDER PROPOSAL ON: POLITICAL                       SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS (PAGE 31)

PROPOSAL #12: STOCKHOLDER PROPOSAL ON: A REVIEW OF                     SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION POLICIES (PAGE 32)

- ----------------------------------------------------------------------------------------------------
Issuer:             IPC HOLDINGS, LTD.
Ticker:             IPCR                     CUSIP:       G4933P101
Meeting Date        6/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES P. BRYCE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH C.H. JOHNSON                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH L. HAMMOND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. HON. C.E. JAMES                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK MUTCH                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANTHONY M. PILLING                               ISSUER             YES       FOR          FOR




PROPOSAL #02: APPOINTMENT AND REMUNERATION OF INDEPENDENT              ISSUER             YES       FOR          FOR
 AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE COMPANY'S
INDEPENDENT AUDITORS TO SERVE UNTIL THE COMPANY'S NEXT
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE
THE AUDIT COMMITTEE TO SET THE COMPENSATION FOR THE
COMPANY'S INDEPENDENT AUDITORS.


- ----------------------------------------------------------------------------------------------------
Issuer:             J.P. MORGAN CHASE & CO.
Ticker:             JPM                      CUSIP:       46625H100
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: MERGER PROPOSAL                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LAWRENCE A. BOSSIDY                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN R. STAFFORD                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: HELENE L. KAPLAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN H. BIGGS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK A. BENNACK, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HANS W. BECHERER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEE R. RAYMOND                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ELLEN V. FUTTER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY, III                             ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #03: APPOINTMENT OF EXTERNAL AUDITOR                          ISSUER             YES       FOR          FOR

PROPOSAL #04: RE-APPROVAL OF KEY EXECUTIVE PERFORMANCE                 ISSUER             YES       AGAINST      AGAINST
PLAN

PROPOSAL #05: ADJOURNMENT OF MEETING, IF NECESSARY, TO                 ISSUER             YES       FOR          FOR
SOLICIT ADDITIONAL PROXIES

PROPOSAL #06: DIRECTOR TERM LIMIT                                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: CHARITABLE CONTRIBUTIONS                                 SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #08: POLITICAL CONTRIBUTIONS                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #09: SEPARATION OF CHAIRMAN AND CEO                           SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: DERIVATIVE DISCLOSURE                                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #11: AUDITOR INDEPENDENCE                                     SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #12: DIRECTOR COMPENSATION                                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #13: PAY DISPARITY                                            SHAREHOLDER        YES       AGAINST      FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             JEFFERSON-PILOT CORPORATION
Ticker:             JP                       CUSIP:       475070108
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PATRICK S. PITTARD*                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G.W. HENDERSON, III*                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT G. GREER**                                ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: DENNIS R. GLASS*                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS               ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS.

PROPOSAL #03: APPROVE NON-EMPLOYEE DIRECTORS  STOCK                    ISSUER             YES       FOR          FOR
OPTION PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             JOHN HANCOCK FINANCIAL SERVICES, INC
Ticker:             JHF                      CUSIP:       41014S106
Meeting Date        2/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: ADOPTION OF THE MERGER AGREEMENT: THE                    ISSUER             YES       FOR          FOR
ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
 9/28/03, AMONG MANULIFE FINANCIAL CORPORATION, JOHN
HANCOCK FINANCIAL SERVICES, INC. AND JUPITER MERGER
CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF MANULIFE
FINANCIAL CORPORATION, AS AMENDED BY THE FIRST AMENDMENT
TO AGREEMENT AND PLAN OF MERGER, DATED AS OF 12/29/03.


- ----------------------------------------------------------------------------------------------------
Issuer:             JOHNSON & JOHNSON
Ticker:             JNJ                      CUSIP:       478160104
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: M. JUDAH FOLKMAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN D. JORDAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES G. CULLEN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM C. WELDON                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT J. DARRETTA                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID SATCHER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERARD N. BURROW                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARY S. COLEMAN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ARNOLD G. LANGBO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEO F. MULLIN                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEVEN'S REINEMUND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY B. SCHACHT                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                           ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS

PROPOSAL #03: PROPOSAL ON CHARITABLE CONTRIBUTIONS                     SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             KB HOME
Ticker:             KBH                      CUSIP:       48666K109
Meeting Date        4/1/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RONALD W. BURKLE*                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. RAY R. IRANI*                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LESLIE MOONVES*                                  ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: MELISSA LORA**                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LUIS G. NOGALES*                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS KB               ISSUER             YES       FOR          FOR
HOME'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
NOVEMBER 30, 2004

- ----------------------------------------------------------------------------------------------------
Issuer:             LEAR CORPORATION
Ticker:             LEA                      CUSIP:       521865105
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LARRY W. MCCURDY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROY E. PARROTT                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD F. WALLMAN                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP              ISSUER             YES       FOR          FOR
 AS OUR INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING OUR                       SHAREHOLDER        YES       AGAINST      FOR
SHAREHOLDER RIGHTS PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             LEHMAN BROTHERS HOLDINGS INC.
Ticker:             LEH                      CUSIP:       524908100
Meeting Date        4/2/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: SIR CHRISTOPHER GENT                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARSHA JOHNSON EVANS                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DINA MERRILL                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROGER S. BERLIND                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             LIBERTY PROPERTY TRUST
Ticker:             LRY                      CUSIP:       531172104
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: J. ANTHONY HAYDEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. LEANNE LACHMAN                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF THE PROPOSAL TO AMEND THE                    ISSUER             YES       FOR          FOR
DECLARATION OF TRUST OF THE TRUST TO AMEND AND RESTATE IN
 ITS ENTIRETY ARTICLE VII OF THE DECLARATION OF TRUST.


PROPOSAL #03: APPROVAL OF THE PROPOSAL TO AMEND THE                    ISSUER             YES       AGAINST      AGAINST
DECLARATION OF TRUST TO AMEND SECTIONS 6.2, 6.3 AND 10.1
(D) OF THE DECLARATION OF TRUST.

PROPOSAL #04: APPROVAL OF THE PROPOSAL TO AMEND THE                    ISSUER             YES       AGAINST      AGAINST
TRUST'S AMENDED AND RESTATED SHARE INCENTIVE PLAN,
INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR AWARDS THEREUNDER BY 1,500,000 SHARES TO
11,426,256 SHARES.

- ----------------------------------------------------------------------------------------------------
Issuer:             LIZ CLAIBORNE, INC.
Ticker:             LIZ                      CUSIP:       539320101
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: RAUL J. FERNANDEZ                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARY KAY HABEN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH P. KOPELMAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       FOR          FOR
 & TOUCHE LLP AS INDEPENDENT AUDITORS FOR FISCAL 2004.


- ----------------------------------------------------------------------------------------------------
Issuer:             M.D.C. HOLDINGS, INC.
Ticker:             MDC                      CUSIP:       552676108
Meeting Date        4/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: HERBERT T. BUCHWALD                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LARRY A. MIZEL                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: SHAREOWNER PROPOSAL REGARDING PREPARATION                SHAREHOLDER        YES       ABSTAIN      AGAINST
OF SUSTAINABILITY REPORT.

- ----------------------------------------------------------------------------------------------------
Issuer:             MAGNA INTERNATIONAL INC.
Ticker:             MGA                      CUSIP:       559222401
Meeting Date        8/19/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: THE SPECIAL RESOLUTION (THE  SPECIAL                     ISSUER             YES       FOR          FOR
RESOLUTION ) AUTHORIZING THE SPIN-OFF OF MI DEVELOPMENTS
INC., THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX A TO
 THE MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT OF
THE CORPORATION DATED JULY 8, 2003 (THE  CIRCULAR ), AS
SUCH SPECIAL RESOLUTION MAY BE AMENDED OR VARIED AT THE
SPECIAL MEETING.


- ----------------------------------------------------------------------------------------------------
Issuer:             MAGNA INTERNATIONAL INC.
Ticker:             MGA                      CUSIP:       559222401
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM H. FIKE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MANFRED GINGL                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: EDWARD C. LUMLEY                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FRANZ VRANITZKY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK STRONACH                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROYDEN R. RICHARDSON                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD RESNICK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIEGFRIED WOLF                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: KLAUS MANGOLD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERHARD RANDA                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MICHAEL D. HARRIS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KARLHEINZ MUHR                                   ISSUER             YES       FOR          FOR




PROPOSAL #B: TO VOTE FOR OR ABSTAIN IN RESPECT OF THE                  ISSUER             YES       FOR          FOR
RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITOR OF THE
 CORPORATION, BASED ON THE RECOMMENDATION OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS, AND AUTHORIZING THE
AUDIT COMMITTEE TO FIX THE AUDITOR'S REMUNERATION.


- ----------------------------------------------------------------------------------------------------
Issuer:             MARSH & MCLENNAN COMPANIES, INC.
Ticker:             MMC                      CUSIP:       571748102
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEWIS W. BERNARD                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RAY J. GROVES                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: OSCAR FANJUL                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT F. ERBURU                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ZACHARY W. CARTER                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             MARTIN MARIETTA MATERIALS, INC.
Ticker:             MLM                      CUSIP:       573284106
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARCUS C. BENNETT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS L. REDIKER                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF SELECTION OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS

- ----------------------------------------------------------------------------------------------------
Issuer:             MBNA CORPORATION
Ticker:             KRB                      CUSIP:       55262L100
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BRUCE L. HAMMONDS                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BENJAMIN R. CIVILETTI                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES H. BERICK                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM L. JEWS                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RANDOLPH D. LERNER                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM B. MILSTEAD                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STUART L. MARKOWITZ                              ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #03: STOCKHOLDER PROPOSAL (ITEM 3 IN PROXY                    SHAREHOLDER        YES       FOR          AGAINST
STATEMENT)

PROPOSAL #04: STOCKHOLDER PROPOSAL (ITEM 4 IN PROXY                    SHAREHOLDER        YES       AGAINST      FOR
STATEMENT)



- ----------------------------------------------------------------------------------------------------
Issuer:             MCLEODUSA INCORPORATED
Ticker:             MCLD                     CUSIP:       582266706
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CHRIS A. DAVIS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS M. COLLINS                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE 2004 FISCAL YEAR.

- ----------------------------------------------------------------------------------------------------
Issuer:             MEADWESTVACO CORPORATION
Ticker:             MWV                      CUSIP:       583334107
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DOUGLAS S. LUKE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT C. MCCORMACK                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM E. HOGLUND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JANE L. WARNER                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP                ISSUER             YES       FOR          FOR
AS INDEPENDENT AUDITORS FOR 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             MERCK & CO., INC.
Ticker:             MRK                      CUSIP:       589331107
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WENDELL P. WEEKS**                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM M. DALEY**                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS E. SHENK**                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER C. WENDELL*                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM G. BOWEN**                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE                   ISSUER             YES       FOR          FOR
COMPANY'S INDEPENDENT AUDITORS FOR 2004

PROPOSAL #03: PROPOSAL TO AMEND THE RESTATED CERTIFICATE               ISSUER             YES       FOR          FOR
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE
 BOARD OF DIRECTORS RECOMMENDS A VOTE  AGAINST ITEMS 4
THROUGH 8

PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT               SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION

PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING EXTENSION                SHAREHOLDER        YES       ABSTAIN      AGAINST
OF PRESCRIPTION DRUG PATENTS

PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND              SHAREHOLDER        YES       ABSTAIN      AGAINST
 SOCIAL PERFORMANCE OF THE COMPANY

PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING USE OF                   SHAREHOLDER        YES       ABSTAIN      AGAINST
SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES

PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING A REPORT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
RELATED TO THE GLOBAL HIV/AIDS PANDEMIC



- ----------------------------------------------------------------------------------------------------
Issuer:             METLIFE, INC.
Ticker:             MET                      CUSIP:       59156R108
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CHARLES M. LEIGHTON                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CURTIS H. BARNETTE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BURTON A. DOLE, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HARRY P. KAMEN                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN C. DANFORTH                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF THE METLIFE, INC. 2005 STOCK                 ISSUER             YES       FOR          FOR
AND INCENTIVE COMPENSATION PLAN

PROPOSAL #03: APPROVAL OF THE METLIFE ANNUAL VARIABLE                  ISSUER             YES       FOR          FOR
INCENTIVE PLAN

PROPOSAL #04: APPROVAL OF THE METLIFE, INC. 2005                       ISSUER             YES       FOR          FOR
NON-MANAGEMENT DIRECTOR STOCK COMPENSATION PLAN

PROPOSAL #05: RATIFICATION OF APPOINTMENT OF DELOITTE &                ISSUER             YES       FOR          FOR
TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2004


PROPOSAL #06: SHAREHOLDER PROPOSAL CONCERNING CEO                      SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION

- ----------------------------------------------------------------------------------------------------
Issuer:             MORGAN STANLEY
Ticker:             MWD                      CUSIP:       617446448
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN W. MADIGAN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. KLAUS ZUMWINKEL                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIR HOWARD DAVIES                                ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS INDEPENDENT AUDITORS

PROPOSAL #03: SHAREHOLDER PROPOSAL TO DECLASSIFY THE                   SHAREHOLDER        YES       FOR          AGAINST
BOARD OF DIRECTORS

PROPOSAL #04: SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER              SHAREHOLDER        YES       AGAINST      FOR
 APPROVAL OF GOLDEN PARACHUTE  AGREEMENTS

PROPOSAL #05: SHAREHOLDER PROPOSAL TO DISCLOSE POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

- ----------------------------------------------------------------------------------------------------
Issuer:             NATIONAL CITY CORPORATION
Ticker:             NCC                      CUSIP:       635405103
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: M. WEISS                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.W. BROWN                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: G.L. SHAHEEN                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: P.A. ORMOND                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J.E. BARFIELD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.M. CONNOR                                      ISSUER             YES       WITHHOLD     AGAINST




ELECTION OF DIRECTOR: J.S. BROADHURST                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: B.P. HEALY                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.T. GORMAN                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D.A. DABERKO                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.S. THORNTON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.A. PAUL                                        ISSUER             YES       FOR          FOR

PROPOSAL #02: THE APPROVAL OF THE NATIONAL CITY                        ISSUER             YES       AGAINST      AGAINST
CORPORATION LONG-TERM CASH AND EQUITY INCENTIVE PLAN

PROPOSAL #03: THE APPROVAL OF THE NATIONAL CITY                        ISSUER             YES       AGAINST      AGAINST
CORPORATION MANAGEMENT INCENTIVE PLAN FOR SENIOR
OFFICERS, AS AMENDED AND RESTATED

PROPOSAL #04: THE RATIFICATION OF THE AUDIT COMMITTEE'S                ISSUER             YES       FOR          FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS


- ----------------------------------------------------------------------------------------------------
Issuer:             NEXTEL COMMUNICATIONS, INC.
Ticker:             NXTL                     CUSIP:       65332V103
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: V. JANET HILL                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: KEITH J. BANE                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       AGAINST      AGAINST
 & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2004.

PROPOSAL #03: APPROVAL OF THE NEXTEL COMMUNICATIONS, INC.              ISSUER             YES       FOR          FOR
 AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN.


- ----------------------------------------------------------------------------------------------------
Issuer:             NORFOLK SOUTHERN CORPORATION
Ticker:             NSC                      CUSIP:       655844108
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JANE MARGARET O'BRIEN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BURTON M. JOYCE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LANDON HILLIARD                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALSTON D. CORRELL                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG                  ISSUER             YES       FOR          FOR
LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS AUDITORS.


- ----------------------------------------------------------------------------------------------------
Issuer:             NORTHWEST AIRLINES CORPORATION
Ticker:             NWAC                     CUSIP:       667280101
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DORIS KEARNS GOODWIN                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD C. BLUM                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ALFRED A. CHECCHI                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD H. ANDERSON                              ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: JOHN M. ENGLER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V.A. RAVINDRAN                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FREDERIC V. MALEK                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LEO M. VAN WIJK                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GARY L. WILSON                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER               SHAREHOLDER        YES       FOR          AGAINST
RIGHTS PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             OCCIDENTAL PETROLEUM CORPORATION
Ticker:             OXY                      CUSIP:       674599105
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: AZIZ D. SYRIANI                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN E. FEICK                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. CHAD DREIER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WALTER L. WEISMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: IRVIN W. MALONEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RODOLFO SEGOVIA                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DALE R. LAURANCE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD W. BURKLE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAY R. IRANI                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN S. CHALSLY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROSEMARY TOMICH                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: THE RATIFICATION OF THE SELECTION OF KPMG                ISSUER             YES       FOR          FOR
AS INDEPENDENT AUDITORS.

PROPOSAL #03: APPROVAL OF AMENDMENT TO THE RESTRICTED                  ISSUER             YES       FOR          FOR
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS.

PROPOSAL #04: DISCONTINUANCE OF OPTIONS, RIGHTS AND                    SHAREHOLDER        YES       AGAINST      FOR
SEVERANCE PAYMENTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             OFFICE DEPOT, INC.
Ticker:             ODP                      CUSIP:       676220106
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL J. MYERS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES L. HESKETT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ABELARDO E. BRU                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MYRA M. HART                                     ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: LEE A. AULT III                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. SCOTT HEDRICK                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID I. FUENTE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRENDA J. GAINES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NEIL R. AUSTRIAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID W. BERNAUER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA H. MCKAY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUCE NELSON                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT OF COMPANY'S LONG-TERM EQUITY                  ISSUER             YES       FOR          FOR
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 15,000,000
SHARES.

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF DELOITTE &                ISSUER             YES       FOR          FOR
TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             OWENS-ILLINOIS, INC.
Ticker:             OI                       CUSIP:       690768403
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS L. YOUNG                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT J. DINEEN                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES H. GREENE, JR.                             ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN               ISSUER             YES       FOR          FOR
FOR DIRECTORS OF OWENS-ILLINOIS, INC.

PROPOSAL #03: APPROVAL OF THE INCENTIVE BONUS PLAN.                    ISSUER             YES       FOR          FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             OXFORD HEALTH PLANS, INC.
Ticker:             OHP                      CUSIP:       691471106
Meeting Date        6/2/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KENT J. THIRTY                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: B.H. SAFIRSTEIN, M.D.                            ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.

PROPOSAL #03: APPROVAL OF SHAREHOLDER PROPOSALS RELATING               SHAREHOLDER        YES       ABSTAIN      AGAINST
TO TOBACCO INVESTMENTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             PACKAGING CORPORATION OF AMERICA
Ticker:             PKG                      CUSIP:       695156109
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PAUL T. STECKO                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: HENRY F. FRIGON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYFORD K. WILLIAMSON                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LOUIS S. HOLLAND                                 ISSUER             YES       WITHHOLD     AGAINST




ELECTION OF DIRECTOR: JUSTIN S. HUSCHER                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SAMUEL M. MENCOFF                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS S. SOULELES                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY APPOINTMENT OF ERNST &                ISSUER             YES       FOR          FOR
YOUNG LLP AS INDEPENDENT AUDITORS.

- ----------------------------------------------------------------------------------------------------
Issuer:             PARKER-HANNIFIN CORPORATION
Ticker:             PH                       CUSIP:       701094104
Meeting Date        10/22/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KLAUS-PETER MULLER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DUANE E. COLLINS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALLAN L. RAYFIELD                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GIULIO MAZZALUPI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR FY04.

PROPOSAL #03: APPROVAL OF THE PARKER-HANNIFIN CORPORATION              ISSUER             YES       AGAINST      AGAINST
 2003 STOCK INCENTIVE PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             PARTNERRE LTD.
Ticker:             PRE                      CUSIP:       G6852T105
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN A. ROLLWAGEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LUCIO STANCA                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: VITO H. BAUMGARTNER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEAN-PAUL MONTUPET                               ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPROVE AN INCREASE IN THE MAXIMUM                    ISSUER             YES       FOR          FOR
NUMBER OF DIRECTORS FROM TEN TO ELEVEN, WITH THE MINIMUM
NUMBER OF DIRECTORS SET AT THREE, AND FOR THE BOARD TO BE
 AUTHORIZED TO FILL ANY VACANCIES AS AND WHEN THEY DEEM
EXPEDIENT.

PROPOSAL #03: TO AMEND THE BYE-LAWS OF THE COMPANY TO                  ISSUER             YES       FOR          FOR
REMOVE THE EXEMPTION WHICH EXCLUDES SWISS REINSURANCE
COMPANY AND ITS AFFILIATES FROM THE PROHIBITION ON
OBTAINING OR EXERCISING MORE THAN 9.9% OF THE VOTING
RIGHTS ATTACHED TO THE COMPANY'S ISSUED AND OUTSTANDING
SHARES.

PROPOSAL #04: TO INCREASE THE NUMBER OF COMMON SHARES                  ISSUER             YES       FOR          FOR
RESERVED FOR ISSUANCE UNDER THE PARTNERRE LTD. EMPLOYEE
INCENTIVE PLAN FROM 3,500,000 COMMON SHARES TO 5,000,000
COMMON SHARES.

PROPOSAL #05: TO REAPPOINT THE FIRM OF DELOITTE & TOUCHE               ISSUER             YES       FOR          FOR
TO SERVE AS INDEPENDENT AUDITORS OF THE COMPANY UNTIL THE
 COMPANY'S 2005 ANNUAL GENERAL MEETING AND TO REFER TO
THE BOARD OF DIRECTORS THE AUTHORITY TO DETERMINE THE
REMUNERATION OF DELOITTE & TOUCHE.



PROPOSAL #06: OTHER - IN THEIR DISCRETION UPON SUCH OTHER              ISSUER             YES       AGAINST      AGAINST
 MATTERS, INCLUDING WITHHOLDING A QUORUM, IF NECESSARY,
AS MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING.


- ----------------------------------------------------------------------------------------------------
Issuer:             PEPSICO, INC.
Ticker:             PEP                      CUSIP:       713448108
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: S.D. TRUJILLO                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.F. AKERS                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D. VASELLA                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: R.L. HUNT                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J.J. SCHIRO                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.A. THOMAS                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.C. MARTINEZ                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.K. NOOYI                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.M. TRUDELL                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.D. RAINES                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.P. ROCKEFELLER                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: R.E. ALLEN                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S.S. REINEMUND                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF AUDITORS                                     ISSUER             YES       FOR          FOR

PROPOSAL #03: APPROVAL OF THE 2004 EXECUTIVE INCENTIVE                 ISSUER             YES       FOR          FOR
COMPENSATION PLAN

PROPOSAL #04: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.22)              SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #05: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.23)              SHAREHOLDER        YES       ABSTAIN      AGAINST


- ----------------------------------------------------------------------------------------------------
Issuer:             PETRO-CANADA
Ticker:             PCZ                      CUSIP:       71644E102
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RON A. BRENNEMAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANGUS A. BRUNEAU                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD J. CURRIE                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CLAUDE FONTAINE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL HASELDONCKX                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM W. SIEBENS                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BRIAN F. MACNEILL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GUYLAINE SAUCIER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL D. MELNUK                                   ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: MAUREEN MCCAW                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GAIL COOK-BENNETT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS E. KIERANS                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
AUDITORS OF THE CORPORATION

PROPOSAL #03: SPECIAL RESOLUTION AMENDING THE EMPLOYEE                 ISSUER             YES       FOR          FOR
STOCK OPTION PLAN, AS SET OUT IN SCHEDULE  A  TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

PROPOSAL #4A: SHAREHOLDER PROPOSAL A                                   SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #4B: SHAREHOLDER PROPOSAL B                                   SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             PETROLEO BRASILEIRO S.A. - PETROBRAS
Ticker:             PBR                      CUSIP:       71654V408
Meeting Date        3/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, THE                   ISSUER             NO        N/A          N/A
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2003.

PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURES                     ISSUER             NO        N/A          N/A
BUDGET FOR THE FISCAL YEAR 2004.

PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS FOR              ISSUER             NO        N/A          N/A
 THE FISCAL YEAR 2003.

PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS TO THE               ISSUER             NO        N/A          N/A
BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY
OF THE SHAREHOLDERS AT THE MEETING.*


PROPOSAL #E1: APPROVAL OF THE INCREASE IN CAPITAL STOCK                ISSUER             NO        N/A          N/A
THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES
 CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$
13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$
19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY CHANGE TO
 THE NUMBER OF ISSUED SHARES.


PROPOSAL #E2: APPROVAL OF THE INCREASE IN THE LIMIT OF                 ISSUER             NO        N/A          N/A
AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION.


PROPOSAL #E3: APPROVAL OF THE ESTABLISHMENT OF THE                     ISSUER             NO        N/A          N/A
COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS.

- ----------------------------------------------------------------------------------------------------
Issuer:             PFIZER INC.
Ticker:             PFE                      CUSIP:       717081103
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JEAN-PAUL VALLES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE A. LORCH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STANLEY O. IKENBERRY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM R. HOWELL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CONSTANCE J. HORNER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY III                              ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: W. DON CORNWELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. ANTHONY BURNS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RUTH J. SIMMONS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANKLIN D. RAINES                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANA G. MEAD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL S. BROWN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT N. BURT                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: A PROPOSAL TO APPROVE THE APPOINTMENT OF                 ISSUER             YES       FOR          FOR
KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: A PROPOSAL TO APPROVE THE PFIZER INC. 2004               ISSUER             YES       FOR          FOR
STOCK PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING REVIEW OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY.


PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.

PROPOSAL #07: SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM              SHAREHOLDER        YES       AGAINST      FOR
 LIMITS ON DIRECTORS.

PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 INCREASING ACCESS TO PFIZER PRODUCTS.

PROPOSAL #09: SHAREHOLDER PROPOSAL ON STOCK OPTIONS.                   SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: SHAREHOLDER PROPOSAL ON IN VITRO TESTING.                SHAREHOLDER        YES       ABSTAIN      AGAINST


- ----------------------------------------------------------------------------------------------------
Issuer:             PIPER JAFFRAY COMPANIES
Ticker:             PJC                      CUSIP:       724078100
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: FRANK L. SIMS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SAMUEL L. KAPLAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDREW S. DUFF                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF PIPER JAFFRAY COMPANIES AMENDED              ISSUER             YES       FOR          FOR
 AND RESTATED 2003 ANNUAL AND LONG-TERM INCENTIVE PLAN.


PROPOSAL #03: RATIFY SELECTION OF ERNST & YOUNG LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             PPL CORPORATION
Ticker:             PPL                      CUSIP:       69351T106
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM F. HECHT                                 ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: STUART HEYDT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. KEITH SMITH                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITOR

- ----------------------------------------------------------------------------------------------------
Issuer:             PRAXAIR, INC.
Ticker:             PX                       CUSIP:       74005P104
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: H. MITCHELL WATSON, JR.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALEJANDRO ACHAVAL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD L. KUEHN, JR.                             ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO AMEND THE LONG TERM INCENTIVE                ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #03: PROPOSAL TO AMEND THE CERTIFICATE OF                     ISSUER             YES       FOR          FOR
INCORPORATION.

PROPOSAL #04: PROPOSAL TO APPROVE A STOCKHOLDER                        ISSUER             YES       FOR          FOR
PROTECTION RIGHTS AGREEMENT.

- ----------------------------------------------------------------------------------------------------
Issuer:             PROMISE CO LTD
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        6/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE               ISSUER             YES       FOR          N/A
FOLLOWING DIVIDENDS: INTERIM JY50, FINAL JY 50, SPECIAL
JY 0

PROPOSAL #2: AMEND ARTICLES TO: EXPAND BUSINESS LINES -                ISSUER             YES       AGAINST      N/A
AUTHORIZE SHARE REPURCHASES ATBOARD'S DISCRETION


PROPOSAL #3.1: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #3.2: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #3.3: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #3.4: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #3.5: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #3.6: ELECT DIRECTOR                                          ISSUER             YES       ABSTAIN      N/A

PROPOSAL #4: APPROVE RETIREMENT BONUS FOR DIRECTOR                     ISSUER             YES       AGAINST      N/A

- ----------------------------------------------------------------------------------------------------
Issuer:             QWEST COMMUNICATIONS INTERNATIONAL I
Ticker:             Q                        CUSIP:       749121109
Meeting Date        12/16/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK F. POPOFF                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PHILIP F. ANSCHUTZ                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF THE QWEST COMMUNICATIONS                     ISSUER             YES       FOR          FOR
INTERNATIONAL INC. AMENDED AND RESTATED EMPLOYEE STOCK
PURCHASE PLAN



PROPOSAL #03: SHAREOWNER PROPOSAL-REQUESTING WE EXCLUDE                SHAREHOLDER        YES       FOR          FOR
PENSION CREDITS FROM NET INCOME WHEN DETERMINING ANNUAL
OR SHORT-TERM INCENTIVE COMPENSATION FOR EXECUTIVE
OFFICERS

PROPOSAL #04: SHAREOWNER PROPOSAL-REQUESTING WE TAKE                   SHAREHOLDER        YES       FOR          FOR
NECESSARY STEPS TO DECLASSIFY THE BOARD OF DIRECTORS


PROPOSAL #05: SHAREOWNER PROPOSAL-REQUESTING SHAREHOLDER               SHAREHOLDER        YES       FOR          FOR
APPROVAL FOR CERTAIN FUTURE SEVERANCE AGREEMENTS TO
EXECUTIVE OFFICERS.

PROPOSAL #06: SHAREOWNER PROPOSAL-REQUESTING THE                       SHAREHOLDER        YES       AGAINST      FOR
SUBSTANTIAL MAJORITY OF THE BOARD OF DIRECTORS BE
INDEPENDENT

PROPOSAL #07: SHAREOWNER PROPOSAL-REQUESTING ALL FUTURE                SHAREHOLDER        YES       AGAINST      FOR
STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE
BASED

PROPOSAL #08: SHAREOWNER PROPOSAL-REQUESTING THAT SOME                 SHAREHOLDER        YES       AGAINST      FOR
PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR
EXECUTIVES BE PERFORMANCE BASED

PROPOSAL #09: SHAREOWNER PROPOSAL-REQUESTING THE                       SHAREHOLDER        YES       FOR          AGAINST
EXPENSING IN ANNUAL INCOME STATEMENTS OF THE COST OF
FUTURE STOCK OPTION GRANTS

- ----------------------------------------------------------------------------------------------------
Issuer:             QWEST COMMUNICATIONS INTERNATIONAL I
Ticker:             Q                        CUSIP:       749121109
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS J. DONOHUE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K. DANE BROOKSHER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER S. HELLMAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: VINOD KHOSLA                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: MANAGEMENT'S PROPOSAL TO AMEND OUR RESTATED              ISSUER             YES       FOR          FOR
 CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS AND TO ALLOW FOR THE REMOVAL OF DIRECTORS
WITHOUT CAUSE

PROPOSAL #03: STOCKHOLDER PROPOSAL - REQUESTING WE AMEND               SHAREHOLDER        YES       AGAINST      FOR
OUR BYLAWS TO REQUIRE THAT AN INDEPENDENT DIRECTOR WHO
HAS NOT SERVED AS OUR CEO SERVE AS OUR CHAIRMAN


PROPOSAL #04: STOCKHOLDER PROPOSAL - REQUESTING                        SHAREHOLDER        YES       AGAINST      FOR
STOCKHOLDER APPROVAL FOR CERTAIN BENEFITS FOR SENIOR
EXECUTIVES UNDER OUR NON-QUALIFIED PENSION OR
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

PROPOSAL #05: STOCKHOLDER PROPOSAL - REQUESTING WE AMEND               SHAREHOLDER        YES       AGAINST      FOR
OUR GOVERNANCE GUIDELINES TO PROVIDE THAT WE NOMINATE
DIRECTORS SUCH THAT A TWO-THIRDS MAJORITY OF DIRECTORS
WOULD BE  INDEPENDENT  UNDER THE STANDARD ADOPTED BY THE
COUNCIL OF INSTITUTIONAL INVESTORS


- ----------------------------------------------------------------------------------------------------
Issuer:             REGIONS FINANCIAL CORPORATION
Ticker:             RF                       CUSIP:       758940100
Meeting Date        6/8/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: TO ADOPT THE AGREEMENT AND PLAN OF MERGER,               ISSUER             YES       FOR          FOR
BY AND BETWEEN UNION PLANTERS CORPORATION AND REGIONS
FINANCIAL CORPORATION AND THE TRANSACTIONS CONTEMPLATED
THEREBY, PURSUANT TO WHICH UNION PLANTERS AND REGIONS
WILL BE MERGED WITH AND INTO A NEWLY FORMED HOLDING
COMPANY, NEW REGIONS FINANCIAL CORPORATION.


ELECTION OF DIRECTOR: SUSAN W. MATLOCK                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARGARET H. GREENE                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CARL E. JONES, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN H. WATSON                                   ISSUER             YES       FOR          FOR

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS REGIONS INDEPENDENT AUDITORS FOR THE YEAR 2004.


PROPOSAL #04: TO ADJOURN THE REGIONS ANNUAL MEETING, IF                ISSUER             YES       FOR          FOR
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.


PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING THE REQUIRED              SHAREHOLDER        YES       AGAINST      FOR
 STOCKHOLDER VOTE FOR ELECTION OF DIRECTORS.

- ----------------------------------------------------------------------------------------------------
Issuer:             RENAISSANCERE HOLDINGS LTD.
Ticker:             RNR                      CUSIP:       G7496G103
Meeting Date        5/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM F. HECHT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM I. RIKER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NICHOLAS L. TRIVISONNO                           ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPOINT THE FIRM OF ERNST & YOUNG,                    ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS, TO SERVE AS OUR INDEPENDENT
AUDITORS FOR THE 2004 FISCAL YEAR UNTIL OUR 2005 ANNUAL
MEETING, AND TO REFER THE DETERMINATION OF THE AUDITORS
REMUNERATION TO THE BOARD.

- ----------------------------------------------------------------------------------------------------
Issuer:             REPUBLIC SERVICES, INC.
Ticker:             RSG                      CUSIP:       760759100
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: HARRIS W. HUDSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALLAN C. SORENSEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES E. O'CONNOR                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN W. CROGHAN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. LEE NUTTER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ                               ISSUER             YES       FOR          FOR

PROPOSAL #02: ADJOURNMENT OF THE ANNUAL MEETING IN THE                 ISSUER             YES       FOR          FOR
EVENT THAT THERE ARE NOT A SUFFICIENT NUMBER OF VOTES
PRESENT AT THE ANNUAL MEETING, EITHER IN PERSON OR BY
PROXY, TO ELECT DIRECTORS.

- ----------------------------------------------------------------------------------------------------
Issuer:             ROSS STORES, INC.
Ticker:             ROST                     CUSIP:       778296103
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: NORMAN A. FERBER                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MICHAEL J. BUSH                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JAMES C. PETERS                                  ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE THE ROSS STORES, INC. 2004                    ISSUER             YES       AGAINST      AGAINST
EQUITY INCENTIVE PLAN.

PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE CERTIFICATE               ISSUER             YES       AGAINST      AGAINST
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000.


PROPOSAL #04: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       AGAINST      AGAINST
TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005.


- ----------------------------------------------------------------------------------------------------
Issuer:             ROYAL DUTCH PETROLEUM COMPANY
Ticker:             RD                       CUSIP:       780257804
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #2A: FINALIZATION OF THE BALANCE SHEET AS AT                  ISSUER             YES       FOR          FOR
DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE
YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE
PROFIT AND LOSS ACCOUNT.

PROPOSAL #2B: DECLARATION OF THE TOTAL DIVIDEND FOR THE                ISSUER             YES       FOR          FOR
YEAR 2003.

PROPOSAL #2C: DISCHARGE OF THE MANAGING DIRECTORS OF                   ISSUER             YES       FOR          FOR
RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE
YEAR 2003.

PROPOSAL #2D: DISCHARGE OF THE MEMBERS OF THE SUPERVISORY              ISSUER             YES       FOR          FOR
 BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE
YEAR 2003.

PROPOSAL #03: APPOINTMENT OF MS. L.Z. COOK AS A MANAGING               ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR OF THE COMPANY.*

PROPOSAL #04: APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A                ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD.*

PROPOSAL #05: APPOINTMENT OF MR. M.A. VAN DEN BERGH AS A               ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY
ROTATION.*

PROPOSAL #06: REDUCTION OF THE ISSUED SHARE CAPITAL WITH               ISSUER             YES       FOR          FOR
A VIEW TO CANCELLA TION OF THE SHARES ACQUIRED BY THE
COMPANY IN ITS OWN CAPITAL.

PROPOSAL #07: AUTHORIZATION OF THE BOARD OF MANAGEMENT,                ISSUER             YES       FOR          FOR
PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL
CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE
CAPITAL OF THE COMPANY.

- ----------------------------------------------------------------------------------------------------
Issuer:             SAFEWAY INC.
Ticker:             SWY                      CUSIP:       786514208
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEVEN A. BURD                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT I. MACDONNELL                             ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.



PROPOSAL #03: APPROVAL OF AND AMENDMENT TO THE RESTATED                ISSUER             YES       FOR          FOR
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
CLASSIFICATION OF THE BOARD OF DIRECTORS.

PROPOSAL #04: APPROVAL OF STOCK OPTION EXCHANGE PROGRAM                ISSUER             YES       FOR          FOR
FOR EMPLOYEES (EXCLUDING EXECUTIVE OFFICERS) PROVIDING
FOR THE EXCHANGE OF OPTIONS PREVIOUSLY GRANTED UNDER THE
1999 AMENDED AND RESTATED EQUITY PARTICIPATION PLAN OF
SAFEWAY INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST  STOCKHOLDER PROPOSALS 5, 6, 7, 8, 9 AND 10.


PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING INDEPENDENT               SHAREHOLDER        YES       AGAINST      FOR
DIRECTOR AS CHAIRMAN OF THE BOARD.

PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING CUMULATIVE                SHAREHOLDER        YES       AGAINST      FOR
VOTING.

PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING REPORT ON                 SHAREHOLDER        YES       ABSTAIN      AGAINST
IMPACT OF GENETICALLY ENGINEERED FOOD.

PROPOSAL #08: STOCKHOLDER PROPOSAL REGARDING                           SHAREHOLDER        YES       ABSTAIN      AGAINST
SUSTAINABILITY REPORT.

PROPOSAL #09: STOCKHOLDER PROPOSAL REGARDING POLITICAL                 SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTION AND PARTICIPATION REPORT.

PROPOSAL #10: STOCKHOLDER PROPOSAL REGARDING EXPENSING                 SHAREHOLDER        YES       FOR          AGAINST
STOCK OPTIONS.

- ----------------------------------------------------------------------------------------------------
Issuer:             SANMINA-SCI CORPORATION
Ticker:             SANM                     CUSIP:       800907107
Meeting Date        1/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN C. BOLGER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JURE SOLA                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARIO M. ROSATI                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BERNARD V VONDERSCHMITT                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER J. SIMONE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WAYNE SHORTRIDGE                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: NEIL R. BONKE                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RANDY W. FURR                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. EUGENE SAPP, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACQUELINE M. WARD                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG               ISSUER             YES       FOR          FOR
LLP AS THE INDEPENDENT AUDITORS OF SANMINA-SCI FOR ITS
FISCAL YEAR ENDING OCTOBER 2, 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             SAPPI LIMITED
Ticker:             SPP                      CUSIP:       803069202
Meeting Date        3/1/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1A: CONFIRMATION OF APPOINTMENT OF DIRECTOR                  ISSUER             YES       FOR          N/A
APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR J C A
 LESLIE

PROPOSAL #1B: CONFIRMATION OF APPOINTMENT OF DIRECTOR                  ISSUER             YES       FOR          N/A
APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MR H C J
 MAMSCH



PROPOSAL #1C: RE-ELECTION OF RETIRING DIRECTOR: MR M R                 ISSUER             YES       FOR          N/A
HAYMON

PROPOSAL #1D: RE-ELECTION OF RETIRING DIRECTOR: MR E VAN               ISSUER             YES       FOR          N/A
AS

PROPOSAL #1E: RE-ELECTION OF RETIRING DIRECTOR: MR D G                 ISSUER             YES       FOR          N/A
WILSON

PROPOSAL #02: SPECIAL RESOLUTION NUMBER 1 - A GENERAL                  ISSUER             YES       FOR          N/A
APPROVAL FOR THE COMPANY AND ITS SUBSIDIARIES TO ACQUIRE
SAPPI LIMITED SHARES.

PROPOSAL #03: ORDINARY RESOLUTION NUMBER 1 - SPECIFIC                  ISSUER             YES       FOR          N/A
APPROVAL TO SELL TREASURY SHARES TO THE SAPPI SHARE
INCENTIVE SCHEME.

PROPOSAL #04: ORDINARY RESOLUTION NUMBER 2 - PLACING ALL               ISSUER             YES       FOR          N/A
THE UNISSUED ORDINARY SHARES IN THE AUTHORISED SHARE
CAPITAL OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
 OF THE COMPANY WITH THE AUTHORITY TO ALLOT AND ISSUE
SAME IN TERMS OF THE COMPANIES ACT AND THE LISTINGS
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA.


PROPOSAL #05: ORDINARY RESOLUTION NUMBER 3 - AUTHORITY                 ISSUER             YES       FOR          N/A
FOR DIRECTORS TO SIGN ALL DOCUMENTS AND DO ALL SUCH
THINGS NECESSARY TO IMPLEMENT THE ABOVE RESOLUTIONS. ***
VOTING CUT-OFF DATE: NO LATER THAN FEBRUARY 23, 2004 ***


- ----------------------------------------------------------------------------------------------------
Issuer:             SBC COMMUNICATIONS INC.
Ticker:             SBC                      CUSIP:       78387G103
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES A. HENDERSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOYCE M. ROCHE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. DONLEY RITCHEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN B. MCCOY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES E. BARNES                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA P. UPTON                                ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF INDEPENDENT AUDITORS.                     ISSUER             YES       FOR          FOR

PROPOSAL #03: APPROVE AN AMENDMENT TO SBC'S BYLAWS.                    ISSUER             YES       FOR          FOR

PROPOSAL #04: STOCKHOLDER PROPOSAL A.                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: STOCKHOLDER PROPOSAL B.                                  SHAREHOLDER        YES       AGAINST      FOR

- ----------------------------------------------------------------------------------------------------
Issuer:             SEARS, ROEBUCK AND CO.
Ticker:             S                        CUSIP:       812387108
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALAN J. LACY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD J. CARTY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HUGH B. PRICE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM L. BAX                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR THE YEAR 2004.



PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING CLASSIFIED                SHAREHOLDER        YES       FOR          AGAINST
BOARD.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING POISON                    SHAREHOLDER        YES       AGAINST      FOR
PILLS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY                  SHAREHOLDER        YES       AGAINST      FOR
VOTE SHAREHOLDER COMMITTEE.

- ----------------------------------------------------------------------------------------------------
Issuer:             SEMPRA ENERGY
Ticker:             SRE                      CUSIP:       816851109
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD G. NEWMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILFORD D. GODBOLD, JR.                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN L. BAUM                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: REAPPROVAL OF LONG TERM INCENTIVE PLAN                   ISSUER             YES       FOR          FOR
PERFORMANCE GOALS

PROPOSAL #03: RATIFICATION OF INDEPENDENT AUDITORS                     ISSUER             YES       FOR          FOR

PROPOSAL #04: PROPOSAL REGARDING ANNUAL ELECTION OF                    SHAREHOLDER        YES       FOR          AGAINST
DIRECTORS

PROPOSAL #05: PROPOSAL REGARDING SHAREHOLDER RIGHTS PLAN               SHAREHOLDER        YES       FOR          AGAINST


PROPOSAL #06: PROPOSAL REGARDING AUDITOR SERVICES                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: PROPOSAL REGARDING INDEPENDENT CHAIRMAN OF               SHAREHOLDER        YES       AGAINST      FOR
THE BOARD

- ----------------------------------------------------------------------------------------------------
Issuer:             SMURFIT-STONE CONTAINER CORPORATION
Ticker:             SSCC                     CUSIP:       832727101
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES R. BORIS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALAN E. GOLDBERG                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM T. LYNCH, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICK J. MOORE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES J. O'CONNOR                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JERRY K. PEARLMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS A. REYNOLDS, III                          ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &               ISSUER             YES       FOR          FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
2004.

PROPOSAL #03: SMURFIT-STONE CONTAINER CORPORATION 2004                 ISSUER             YES       FOR          FOR
LONG TERM INCENTIVE PLAN.

PROPOSAL #04: SMURFIT-STONE CONTAINER CORPORATION                      ISSUER             YES       FOR          FOR
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

PROPOSAL #05: STOCKHOLDER PROPOSAL                                     SHAREHOLDER        YES       AGAINST      FOR




- ----------------------------------------------------------------------------------------------------
Issuer:             SOLECTRON CORPORATION
Ticker:             SLR                      CUSIP:       834182107
Meeting Date        1/7/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: C. WESLEY M. SCOTT                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CYRIL YANSOUNI                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: OSAMU YAMADA                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM A. HASLER                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. PAUL R. LOW                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: WILLIAM R. GRABER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD A. D'AMORE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HEINZ FRIDRICH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL R. CANNON                                ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE COMPANY'S                 ISSUER             YES       AGAINST      AGAINST
2002 STOCK OPTION PLAN TO PERMIT AN OPTION EXCHANGE
PROGRAM.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING AUGUST 31, 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             SPRINT CORPORATION
Ticker:             FON                      CUSIP:       852061100
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. LINN DRAPER, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GORDON M. BETHUNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA KOCH LORIMER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DEBORAH A. HENRETTA                              ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF SPRINT FOR 2004

PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK                    SHAREHOLDER        YES       AGAINST      FOR
OPTION INDEXING

PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING CEO PAY CAP              SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING INDEPENDENT              SHAREHOLDER        YES       AGAINST      FOR
 CHAIRMAN

PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING REPORT ON                SHAREHOLDER        YES       ABSTAIN      AGAINST
OUTSOURCING OFF-SHORE

- ----------------------------------------------------------------------------------------------------
Issuer:             SPRINT CORPORATION
Ticker:             FON                      CUSIP:       852061506
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GORDON M. BETHUNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA KOCH LORIMER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DEBORAH A. HENRETTA                              ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: E. LINN DRAPER, JR.                              ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF SPRINT FOR 2004

PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK                    SHAREHOLDER        YES       AGAINST      FOR
OPTION INDEXING

PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING CEO PAY CAP              SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING INDEPENDENT              SHAREHOLDER        YES       AGAINST      FOR
 CHAIRMAN

PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING REPORT ON                SHAREHOLDER        YES       ABSTAIN      AGAINST
OUTSOURCING OFF-SHORE

- ----------------------------------------------------------------------------------------------------
Issuer:             SPX CORPORATION
Ticker:             SPW                      CUSIP:       784635104
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID P. WILLIAMS**                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CHARLES E. JOHNSON II**                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SARAH R. COFFIN*                                 ISSUER             YES       WITHHOLD     AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             STAPLES, INC.
Ticker:             SPLS                     CUSIP:       855030102
Meeting Date        6/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARTIN TRUST                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GARY L. CRITTENDEN                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PAUL F. WALSH                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ARTHUR M. BLANK                                  ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE STAPLES  2004 STOCK INCENTIVE                 ISSUER             YES       AGAINST      AGAINST
PLAN.

PROPOSAL #03: TO APPROVE STAPLES  AMENDED AND RESTATED                 ISSUER             YES       FOR          FOR
1998 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL #04: TO APPROVE STAPLES  AMENDED AND RESTATED                 ISSUER             YES       FOR          FOR
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL #05: TO RATIFY THE SELECTION BY THE AUDIT                     ISSUER             YES       AGAINST      AGAINST
COMMITTEE OF ERNST & YOUNG LLP AS STAPLES  INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.

PROPOSAL #06: TO ACT ON A SHAREHOLDER PROPOSAL ON                      SHAREHOLDER        YES       AGAINST      FOR
SHAREHOLDER RIGHTS PLANS.

PROPOSAL #07: TO ACT ON A SHAREHOLDER PROPOSAL ON                      SHAREHOLDER        YES       AGAINST      FOR
SHAREHOLDER INPUT ON POISON PILLS.

PROPOSAL #08: TO ACT ON A SHAREHOLDER PROPOSAL ON                      SHAREHOLDER        YES       AGAINST      FOR
COMMONSENSE EXECUTIVE COMPENSATION.

PROPOSAL #09: TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR              SHAREHOLDER        YES       AGAINST      FOR
 INDEPENDENCE.

- ----------------------------------------------------------------------------------------------------
Issuer:             SUPERVALU INC.
Ticker:             SVU                      CUSIP:       868536103
Meeting Date        5/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: MARISSA PETERSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEFFREY NODDLE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN S. ROGERS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD E. DALY                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES M. LILLIS                                ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF KPMG LLP AS INDEPENDENT                   ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #03: TO CONSIDER AND VOTE ON A STOCKHOLDER                    SHAREHOLDER        YES       AGAINST      FOR
PROPOSAL

- ----------------------------------------------------------------------------------------------------
Issuer:             TELLABS, INC.
Ticker:             TLAB                     CUSIP:       879664100
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL J. BIRCK                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KRISH A. PRABHU                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FREDERICK A. KREHBIEL                            ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE 2004 INCENTIVE COMPENSATION              ISSUER             YES       FOR          FOR
 PLAN

PROPOSAL #03: RATIFICATION OF ERNST & YOUNG LLP AS                     ISSUER             YES       FOR          FOR
AUDITORS

- ----------------------------------------------------------------------------------------------------
Issuer:             TERADYNE, INC.
Ticker:             TER                      CUSIP:       880770102
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN P. MULRONEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA S. WOLPERT                              ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE 1996                      ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED
PURSUANT TO SAID PLAN BY 5,000,000 SHARES.

PROPOSAL #03: TO RATIFY THE SELECTION OF                               ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             TEXTRON INC.
Ticker:             TXT                      CUSIP:       883203101
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: KATHLEEN M. BADER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: IVOR J. EVANS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LORD POWELL                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. KERRY CLARK                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT TO TEXTRON 1999 LONG-TERM                      ISSUER             YES       FOR          FOR
INCENTIVE PLAN

PROPOSAL #03: DIRECTOR RESTRICTED STOCK AWARDS                         ISSUER             YES       FOR          FOR




PROPOSAL #04: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS

PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO FOREIGN                 SHAREHOLDER        YES       ABSTAIN      AGAINST
MILITARY SALES

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO CHARITABLE              SHAREHOLDER        YES       ABSTAIN      AGAINST
 CONTRIBUTIONS

- ----------------------------------------------------------------------------------------------------
Issuer:             THE ALLSTATE CORPORATION
Ticker:             ALL                      CUSIP:       020002101
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDWARD M. LIDDY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACK M. GREENBERG                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARY ALICE TAYLOR                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDITH A. SPRIESER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. CHRISTOPHER REYES                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. JAMES FARRELL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. JOHN RILEY, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD T. LEMAY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. DUANE ACKERMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD A. BRENNAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES G. ANDRESS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSHUA I. SMITH                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: APPROVAL OF MATERIAL TERMS OF ANNUAL                     ISSUER             YES       FOR          FOR
COVERED EMPLOYEE INCENTIVE COMPENSATION PLAN.

PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF LONG-TERM                  ISSUER             YES       FOR          FOR
EXECUTIVE INCENTIVE COMPENSATION PLAN.

PROPOSAL #05: PROVIDE CUMULATIVE VOTING FOR BOARD OF                   SHAREHOLDER        YES       AGAINST      FOR
DIRECTORS.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE HARTFORD FINANCIAL SVCS GROUP, I
Ticker:             HIG                      CUSIP:       416515104
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: H. PATRICK SWYGERT                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAMANI AYER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GORDON I. ULMER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID K. ZWIENER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD E. FERGUSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD J. KELLY, III                             ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: PAUL G. KIRK, JR.                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS M. MARRA                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GAIL J. MCGOVERN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT W. SELANDER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES B. STRAUSS                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       FOR          FOR
 & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.


PROPOSAL #03: PROPOSAL BY SHAREHOLDER RELATING TO                      SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE INTERPUBLIC GROUP OF COMPANIES,
Ticker:             IPG                      CUSIP:       460690100
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: J. PHILLIP SAMPER                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: REGINALD K. BRACK                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL I. ROTH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. JOHN GREENIAUS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JILL M. CONSIDINE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK J. BORELLI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID A. BELL                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN J. DOONER, JR.                              ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF 2004 PERFORMANCE INCENTIVE                   ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #03: APPROVAL OF THE INTERPUBLIC NON-MANAGEMENT               ISSUER             YES       FOR          FOR
DIRECTORS STOCK INCENTIVE PLAN.

PROPOSAL #04: CONFIRMATION OF PRICEWATERHOUSECOOPERS AS                ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #05: APPROVAL OF PROPOSED SHAREHOLDER RESOLUTION              SHAREHOLDER        YES       ABSTAIN      AGAINST
 ON NORTHERN IRELAND.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE KROGER CO.
Ticker:             KR                       CUSIP:       501044101
Meeting Date        6/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID B. DILLON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DON W. MCGEORGE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. RODNEY MCMULLEN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID B. LEWIS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN M. PHILLIPS                                ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: JOHN L. CLENDENIN                                ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS               ISSUER             YES       FOR          FOR
AUDITORS.

PROPOSAL #03: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                SHAREHOLDER        YES       FOR          AGAINST
PRESENTED, TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.

PROPOSAL #04: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                SHAREHOLDER        YES       AGAINST      FOR
PRESENTED, TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.

PROPOSAL #05: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                SHAREHOLDER        YES       FOR          AGAINST
PRESENTED, TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
 AGREEMENTS.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE MAY DEPARTMENT STORES COMPANY
Ticker:             MAY                      CUSIP:       577778103
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RUSSELL E. PALMER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EUGENE S. KAHN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HELENE L. KAPLAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES M. KILTS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM P. STIRITZ                               ISSUER             YES       FOR          FOR

PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF                        ISSUER             YES       FOR          FOR
INDEPENDENT ACCOUNTANTS.

PROPOSAL #C: PROPOSAL TO AMEND MAY'S EXECUTIVE INCENTIVE               ISSUER             YES       FOR          FOR
COMPENSATION PLAN FOR CORPORATE EXECUTIVES.


PROPOSAL #D: PROPOSAL TO AMEND MAY'S 1994 STOCK INCENTIVE              ISSUER             YES       FOR          FOR
 PLAN.

PROPOSAL #E: PROPOSAL BY A SHAREOWNER CONCERNING A                     SHAREHOLDER        YES       FOR          AGAINST
CLASSIFIED BOARD.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE PMI GROUP, INC.
Ticker:             PMI                      CUSIP:       69344M101
Meeting Date        5/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARIANN BYERWALTER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD L. THOMAS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARY LEE WIDENER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN L. SCHEID                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. KENNETH T. ROSEN                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN D. ROACH                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND L. OCAMPO JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WAYNE E. HEDIEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. ROGER HAUGHTON                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CARMINE GUERRO                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. JAMES C. CASTLE                              ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: LOUIS O. LOWER II                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L. STEPHEN SMITH                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD H. ZECH                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &               ISSUER             YES       FOR          FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2004.

PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED EQUITY              ISSUER             YES       FOR          FOR
 INCENTIVE PLAN.

PROPOSAL #04: APPROVAL OF THE MATCHING CONTRIBUTION                    ISSUER             YES       FOR          FOR
FEATURE OF THE OFFICER DEFERRED COMPENSATION PLAN.

PROPOSAL #05: APPROVAL OF THE AMENDED AND RESTATED BONUS               ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE ST. PAUL COMPANIES, INC.
Ticker:             STA                      CUSIP:       792860108
Meeting Date        3/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO ACT ON THE PROPOSAL TO ISSUE SHARES OF                ISSUER             YES       FOR          FOR
ST. PAUL'S COMMON STOCK IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG
ST. PAUL, TRAVELERS PROPERTY CASUALTY CORP. AND A
SUBSIDIARY OF ST. PAUL.

PROPOSAL #02: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
BYLAWS IN CONNECTION WITH THE TRANSACTION, AS DESCRIBED
IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.


PROPOSAL #03: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION IN CONNECTION WITH THE
TRANSACTION, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
 STATEMENT/PROSPECTUS.

PROPOSAL #04: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION TO REDUCE THE SHAREHOLDER
APPROVAL REQUIRED FOR CERTAIN FUTURE FUNDAMENTAL ACTIONS,
 AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.

- ----------------------------------------------------------------------------------------------------
Issuer:             THE TJX COMPANIES, INC.
Ticker:             TJX                      CUSIP:       872540109
Meeting Date        6/1/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GARY L. CRITTENDEN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDMOND J. ENGLISH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD G. LESSER                                ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENTS TO THE STOCK INCENTIVE PLAN.                  ISSUER             YES       AGAINST      AGAINST


PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING ILO                       SHAREHOLDER        YES       ABSTAIN      AGAINST
STANDARDS CODE OF CONDUCT AND INDEPENDENT MONITORING.


PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING BOARD REPORT              SHAREHOLDER        YES       ABSTAIN      AGAINST
 ON VENDOR COMPLIANCE PROGRAM.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING                           SHAREHOLDER        YES       FOR          AGAINST
DECLASSIFICATION OF ELECTION OF DIRECTORS.



- ----------------------------------------------------------------------------------------------------
Issuer:             THOMAS & BETTS CORPORATION
Ticker:             TNB                      CUSIP:       884315102
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E.H. DREW                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.K. DUNNIGAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.K. HAUSWALD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.H. WALTRIP                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.D. STEVENS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.L. STEAD                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.P. RICHARD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.A. KENKEL                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.B. KALICH SR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. JERNIGAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.R. MASTERSON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D.J. PILEGGI                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
PUBLIC ACCOUNTANTS

PROPOSAL #03: MANAGEMENT INCENTIVE PLAN                                ISSUER             YES       FOR          FOR

PROPOSAL #04: EQUITY COMPENSATION PLAN                                 ISSUER             YES       FOR          FOR

PROPOSAL #05: NON EMPLOYEE DIRECTORS EQUITY COMPENSATION               ISSUER             YES       FOR          FOR
PLAN

- ----------------------------------------------------------------------------------------------------
Issuer:             TIME WARNER INC.
Ticker:             TWX                      CUSIP:       887317105
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT C. CLARK                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MILES R. GILBURNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CARLA A. HILLS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK J. CAUFIELD                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL A. MILES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN M. CASE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: REUBEN MARK                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES L. BARKSDALE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KENNETH J. NOVACK                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD D. PARSONS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.E. TURNER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANCIS T. VINCENT, JR.                          ISSUER             YES       FOR          FOR




PROPOSAL #02: RATIFICATION OF AUDITORS.                                ISSUER             YES       FOR          FOR

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING CHINA                     SHAREHOLDER        YES       ABSTAIN      AGAINST
BUSINESS PRINCIPLES.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING REPORT ON                 SHAREHOLDER        YES       AGAINST      FOR
PAY DISPARITY.

- ----------------------------------------------------------------------------------------------------
Issuer:             TOLL BROTHERS, INC.
Ticker:             TOL                      CUSIP:       889478103
Meeting Date        3/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD J. BRAEMER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ZVI BARZILAY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD G. BOEHNE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CARL B. MARBACH                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: THE APPROVAL OF ERNST & YOUNG LLP AS THE                 ISSUER             YES       FOR          FOR
COMPANY'S AUDITORS FOR THE 2004 FISCAL YEAR.

- ----------------------------------------------------------------------------------------------------
Issuer:             TORCHMARK CORPORATION
Ticker:             TMK                      CUSIP:       891027104
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CHARLES E. ADAIR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH L. LANIER, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.B. HUDSON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.K. RICHEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH M. FARLEY                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF AUDITORS                                 ISSUER             YES       FOR          FOR

PROPOSAL #03: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #04: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             TOTAL S.A.
Ticker:             TOT                      CUSIP:       89151E109
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: APPROVAL OF CERTAIN REPORTS AND OF THE                   ISSUER             YES       FOR          FOR
PARENT COMPANY'S FINANCIAL STATEMENTS

PROPOSAL #02: APPROVAL OF CONSOLIDATED FINANCIAL                       ISSUER             YES       FOR          FOR
STATEMENTS

PROPOSAL #03: ALLOCATION OF INCOME, APPROVAL OF THE                    ISSUER             YES       FOR          FOR
DIVIDEND

PROPOSAL #04: AGREEMENTS MENTIONED IN ARTICLE L. 225-38                ISSUER             YES       FOR          FOR
OF THE FRENCH COMMERCIAL CODE

PROPOSAL #05: AUTHORIZATION TO TRADE THE COMPANY'S OWN                 ISSUER             YES       FOR          FOR
SHARES

PROPOSAL #06: AUTHORIZATION FOR THE BOARD OF DIRECTORS TO              ISSUER             YES       FOR          FOR
 ISSUE DEBT SECURITIES AND/OR PERPETUAL SUBORDINATED
NOTES FOR A MAXIMUM NOMINAL AMOUNT OF 10 BILLION EUROS



ELECTION OF DIRECTOR: MR. SERGE TCHURUK                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MR. THIERRY DESMAREST                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MR. THIERRY DE RUDDER                            ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #10: APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR                ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #11: APPOINTMENT OF PHILIPPE MARCHANDISE AS A                 ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES OF
INCORPORATION

PROPOSAL #12: APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR                ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #13: APPOINTMENT OF ALAN CRAMER AS A DIRECTOR                 ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #14: APPOINTMENT OF STATUTORY AUDITORS                        ISSUER             YES       FOR          FOR

PROPOSAL #15: RENEWAL OF STATUTORY AUDITORS                            ISSUER             YES       FOR          FOR

PROPOSAL #16: APPOINTMENT OF AN ALTERNATE AUDITOR                      ISSUER             YES       FOR          FOR

PROPOSAL #17: APPOINTMENT OF AN ALTERNATE AUDITOR                      ISSUER             YES       FOR          FOR

PROPOSAL #18: DETERMINATION OF THE TOTAL AMOUNT OF                     ISSUER             YES       FOR          FOR
DIRECTORS  COMPENSATION

PROPOSAL #19: AUTHORIZATION TO AWARD OPTIONS TO SUBSCRIBE              ISSUER             YES       FOR          FOR
 FOR OR PURCHASE STOCK OF THE COMPANY IN FAVOUR OF THE
MANAGEMENT AND KEY EMPLOYEES OF THE GROUP


PROPOSAL #20: AUTHORIZATION FOR ISSUING CONVERTIBLE OR                 ISSUER             YES       AGAINST      AGAINST
OTHER EQUITY SECURITIES

PROPOSAL #21: AUTHORIZATION TO USE THE ABOVE DELEGATION                ISSUER             YES       AGAINST      AGAINST
WITHOUT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS,
BUT WITH AN OPTION TO GRANT A PRIORITY PERIOD


PROPOSAL #22: CAPITAL INCREASE RESERVED FOR EMPLOYEES                  ISSUER             YES       AGAINST      AGAINST


- ----------------------------------------------------------------------------------------------------
Issuer:             TRAVELERS PROPERTY CASUALTY CORP.
Ticker:             TAPA                     CUSIP:       89420G109
Meeting Date        3/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: PROPOSAL TO APPROVE THE AGREEMENT AND PLAN               ISSUER             YES       FOR          FOR
OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED,
AMONG THE ST. PAUL COMPANIES, INC., TRAVELERS PROPERTY
CASUALTY CORP. AND ADAMS ACQUISITION CORP., AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE MERGER.


- ----------------------------------------------------------------------------------------------------
Issuer:             TRAVELERS PROPERTY CASUALTY CORP.
Ticker:             TAPA                     CUSIP:       89420G406
Meeting Date        3/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: PROPOSAL TO APPROVE THE AGREEMENT AND PLAN               ISSUER             YES       FOR          FOR
OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED,
AMONG THE ST. PAUL COMPANIES, INC., TRAVELERS PROPERTY
CASUALTY CORP. AND ADAMS ACQUISITION CORP., AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE MERGER.


- ----------------------------------------------------------------------------------------------------
Issuer:             TYCO INTERNATIONAL LTD.
Ticker:             TYC                      CUSIP:       902124106
Meeting Date        3/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. CARL MCCALL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN A. KROL                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD D. BREEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRENDAN R. O'NEILL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUCE S. GORDON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEROME B. YORK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS C. BLAIR                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE W. BUCKLEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MACKEY J. MCDONALD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SANDRA S. WIJNBERG                               ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS  REMUNERATION.

PROPOSAL #03: ADOPTION OF THE AMENDED AND RESTATED                     ISSUER             YES       FOR          FOR
BYE-LAWS.

PROPOSAL #04: APPROVAL OF TYCO 2004 STOCK AND INCENTIVE                ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING                           SHAREHOLDER        YES       FOR          FOR
ENVIRONMENTAL REPORTING.

PROPOSAL #06: SHAREHOLDER PROPOSAL TO CHANGE TYCO'S                    SHAREHOLDER        YES       AGAINST      FOR
JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S.
STATE.

PROPOSAL #07: SHAREHOLDER PROPOSAL ON  COMMON SENSE                    SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION.

- ----------------------------------------------------------------------------------------------------
Issuer:             U.S. BANCORP
Ticker:             USB                      CUSIP:       902973304
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD G. REITEN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JERRY W. LEVIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS E. PETRY                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: V. BUYNISKI GLUCKMAN                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR.                           ISSUER             YES       FOR          FOR




PROPOSAL #02: RATIFY SELECTION OF ERNST & YOUNG LLP AS                 ISSUER             YES       AGAINST      AGAINST
INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.

PROPOSAL #03: SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM                SHAREHOLDER        YES       AGAINST      FOR
FOR SENIOR EXECUTIVES.

PROPOSAL #04: SHAREHOLDER PROPOSAL: SUPPLEMENTAL                       SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE RETIREMENT BENEFITS.

PROPOSAL #05: SHAREHOLDER PROPOSAL: SIMPLE MAJORITY                    SHAREHOLDER        YES       FOR          AGAINST
VOTING.

- ----------------------------------------------------------------------------------------------------
Issuer:             UNIONBANCAL CORPORATION
Ticker:             UB                       CUSIP:       908906100
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MONICA C. LOZANO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TAKAHARU SAEGUSA                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NORIMICHI KANARI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD C. HARTNACK                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL J. GILLFILLAN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L. DALE CRANDALL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID R. ANDREWS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TETSUO SHIMURA                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIP B. FYLNN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STANLEY F. FARRAR                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TAKAHIRO MORIGUCHI                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J. FERNANDO NIEBLA                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SATORU KISHI                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARY S. METZ                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD D. FARMAN                                ISSUER             YES       FOR          FOR

PROPOSAL #02: TO AMEND THE 1997 UNIONBANCAL CORPORATION                ISSUER             YES       FOR          FOR
PERFORMANCE SHARE PLAN.

PROPOSAL #03: TO RATIFY THE SELECTION OF UNIONBANCAL                   ISSUER             YES       FOR          FOR
CORPORATION'S INDEPENDENT AUDITORS, DELOITTE & TOUCHE
LLP, FOR 2004.

PROPOSAL #04: TO APPROVE A STOCKHOLDER PROPOSAL REGARDING              SHAREHOLDER        YES       AGAINST      FOR
 CUMULATIVE VOTING.

- ----------------------------------------------------------------------------------------------------
Issuer:             UNISYS CORPORATION
Ticker:             UIS                      CUSIP:       909214108
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CLAYTON M. JONES                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THEODORE E. MARTIN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY C. DUQUES                                  ISSUER             YES       FOR          FOR




- ----------------------------------------------------------------------------------------------------
Issuer:             VALERO ENERGY CORPORATION
Ticker:             VLO                      CUSIP:       91913Y100
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. GLENN BIGGS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RUBEN M. ESCOBEDO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BOB MARBUT                                       ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF KPMG LLP AS AUDITORS FOR                 ISSUER             YES       FOR          FOR
2004.

PROPOSAL #03: CLIMATE CHANGE RESOLUTION.                               SHAREHOLDER        YES       ABSTAIN      AGAINST

- ----------------------------------------------------------------------------------------------------
Issuer:             VARIAN SEMICONDUCTOR EQUIP. ASSOC.,
Ticker:             VSEA                     CUSIP:       922207105
Meeting Date        2/10/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT W. DUTTON                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE OMNIBUS                   ISSUER             YES       FOR          FOR
STOCK PLAN TO AUTHORIZE THE ISSUANCE OF UP TO AN
AGGREGATE OF 100,000 SHARES OF COMMON STOCK IN THE FORM
OF STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS,
PERFORMANCE SHARES AND/OR RESTRICTED STOCK.


PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE OMNIBUS                   ISSUER             YES       FOR          FOR
STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 2,100,000
SHARES.

PROPOSAL #04: TO RATIFY THE SELECTION OF                               ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
OCTOBER 1, 2004.

- ----------------------------------------------------------------------------------------------------
Issuer:             VERIZON COMMUNICATIONS INC.
Ticker:             VZ                       CUSIP:       92343V104
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: H.B. PRICE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.D. STOREY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. STAFFORD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.O. MOOSE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.W. LANE                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. NEUBAUER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.H. O'BRIEN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.L. CARRION                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. BARKER                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR                      ISSUER             YES       FOR          FOR




PROPOSAL #03: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #04: BOARD COMPOSITION                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: SEPARATE CHAIRMAN AND CEO                                SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: FUTURE POISON PILL                                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS                  SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #08: OPTIONS OR STOCK GRANTS BASED ON TRACKING                SHAREHOLDER        YES       AGAINST      FOR
STOCK

PROPOSAL #09: DIVERSITY REPORT ON OPTION GRANTS TO                     SHAREHOLDER        YES       ABSTAIN      AGAINST
EMPLOYEES

PROPOSAL #10: REPORT ON POLITICAL CONTRIBUTIONS                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #11: COLLECTION OF UNIVERSAL SERVICE AND NUMBER               SHAREHOLDER        YES       ABSTAIN      AGAINST
PORTABILIY FEES

- ----------------------------------------------------------------------------------------------------
Issuer:             VF CORPORATION
Ticker:             VFC                      CUSIP:       918204108
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CLARENCE OTIS, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANIEL R. HESSE                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GEORGE FELLOWS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD E. CRUTCHFIELD                            ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVE AN AMENDMENT AND RESTATEMENT OF                  ISSUER             YES       AGAINST      AGAINST
VF'S 1996 STOCK COMPENSATION PLAN.

PROPOSAL #03: RATIFICATION OF THE SELECTION OF                         ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING                          SHAREHOLDER        YES       FOR          AGAINST
DECLASSIFICATION OF THE BOARD OF DIRECTORS FOR THE
PURPOSE OF DIRECTOR ELECTIONS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING THE BOARD                SHAREHOLDER        YES       ABSTAIN      AGAINST
OF DIRECTORS TO ADOPT A POLICY RELATING TO INTERNATIONAL
LABOR ORGANIZATION STANDARDS AND ISSUE A REPORT ON THE
POLICY'S IMPLEMENTATION.

- ----------------------------------------------------------------------------------------------------
Issuer:             VISHAY INTERTECHNOLOGY, INC.
Ticker:             VSH                      CUSIP:       928298108
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ZVI GRINFAS                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. GERALD PAUL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIPPE GAZEAU                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DR. FELIX ZANDMAN                                ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS VISHAY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.

PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED VISHAY              ISSUER             YES       FOR          FOR
 INTERTECHNOLOGY, INC. SECTION 162(M) CASH BONUS PLAN.



PROPOSAL #04: APPROVAL OF THE VISHAY INTERTECHNOLOGY,                  ISSUER             YES       FOR          FOR
INC. SENIOR EXECUTIVE PHANTOM STOCK PLAN.


- ----------------------------------------------------------------------------------------------------
Issuer:             WACHOVIA CORPORATION
Ticker:             WB                       CUSIP:       929903102
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOSEPH NEUBAUER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES S. BALLOUN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN T. CASTEEN, III                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LANTY L. SMITH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONA DAVIS YOUNG                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: A WACHOVIA PROPOSAL TO RATIFY THE                        ISSUER             YES       FOR          FOR
APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2004.


PROPOSAL #03: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       AGAINST      FOR
OPPOSES, REGARDING NOMINATING DIRECTORS.

PROPOSAL #04: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
OPPOSES, REGARDING REPORTING POLITICAL INFORMATION.


PROPOSAL #05: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       AGAINST      FOR
OPPOSES, REGARDING SEPARATING THE OFFICES OF CHAIRMAN AND
 CHIEF EXECUTIVE OFFICER.

- ----------------------------------------------------------------------------------------------------
Issuer:             WASHINGTON MUTUAL, INC.
Ticker:             WM                       CUSIP:       939322103
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ANNE V. FARRELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN E. FRANK                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARGARET OSMER MCQUADE                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM D. SCHULTE                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       AGAINST      AGAINST
 & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2004

PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO A SPECIFIC              SHAREHOLDER        YES       AGAINST      FOR
 COMPENSATION PROGRAM

- ----------------------------------------------------------------------------------------------------
Issuer:             WELLS FARGO & COMPANY
Ticker:             WFC                      CUSIP:       949746101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN W. SANGER                                ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: REATHA CLARK KING                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN G. SWENSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN E. ENGEL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL W. WRIGHT                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J.A. BLANCHARD III                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD B. RICE                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT L. JOSS                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE COMPANY'S                        ISSUER             YES       FOR          FOR
SUPPLEMENTAL 401(K) PLAN.

PROPOSAL #03: PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP               ISSUER             YES       FOR          FOR
AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING EXPENSING                 SHAREHOLDER        YES       FOR          AGAINST
STOCK OPTIONS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING RESTRICTED                SHAREHOLDER        YES       AGAINST      FOR
STOCK.

PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       ABSTAIN      AGAINST
COMPENSATION AND PREDATORY LENDING.

PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING POLITICAL                 SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

- ----------------------------------------------------------------------------------------------------
Issuer:             WHIRLPOOL CORPORATION
Ticker:             WHR                      CUSIP:       963320106
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALLAN D. GILMOUR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JANICE D. STONEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID R. WHITWAM                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON                              ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RENEW THE WHIRLPOOL CORPORATION                       ISSUER             YES       FOR          FOR
PERFORMANCE EXCELLENCE PLAN

- ----------------------------------------------------------------------------------------------------
Issuer:             WYETH
Ticker:             WYE                      CUSIP:       983024100
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: W.V. SHIPLEY                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.R. TORELL III                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.A. BENNACK, JR.                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R.L. CARRION                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. ESSNER                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.D. FEERICK                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. LANGER                                        ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: J.P. MASCOTTE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M.L. POLAN                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.L. ALEXANDER, JR.                              ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF PRINCIPAL INDEPENDENT                    ISSUER             YES       FOR          FOR
PUBLIC ACCOUNTANTS

PROPOSAL #03: ADOPTION OF THE STOCKHOLDER PROPOSAL ON                  SHAREHOLDER        YES       ABSTAIN      AGAINST
ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS

PROPOSAL #04: ADOPTION OF STOCKHOLDER PROPOSAL ON ANIMAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
TESTING

- ----------------------------------------------------------------------------------------------------
Issuer:             XL CAPITAL LTD
Ticker:             XL                       CUSIP:       G98255105
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALAN Z. SENTER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN LOUDON                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT S. PARKER                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, TO ACT AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.

                                                             SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


VANGUARD WINDSOR FUNDS


By:     /s/John J. Brennan
           (Heidi Stam)
           John J. Brennan*
           Chairman & Chief Executive Officer

Date:      August 31, 2004

           *  By Power of Attorney.  See File Number 2-57689, filed on December 26, 2002.
              Incorporated by reference.