UNITED STATES
                                                                         SECURITIES AND EXCHANGE COMMISSION
                                                                               WASHINGTON, D.C. 20549
                                                                                      FORM N-PX
                                                                        ANNUAL REPORT OF PROXY VOTING RECORD
                                                                                         OF
                                                                     REGISTERED MANAGEMENT INVESTMENT COMPANIES

  INVESTMENT COMPANY ACT FILE NUMBER:                                                      811-834
  NAME OF REGISTRANT:                                                                      VANGUARD WINDSOR FUNDS
  ADDRESS OF REGISTRANT:                                                                   PO BOX 2600, VALLEY FORGE, PA 19482
  NAME AND ADDRESS OF AGENT FOR SERVICE:                                                   HEIDI STAM
                                                                                           PO BOX 876
                                                                                           VALLEY FORGE, PA 19482
  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:                                                      (610) 669-1000
  DATE OF FISCAL YEAR END:                                                                 OCTOBER 31
  DATE OF REPORTING PERIOD:                                                                JULY 1, 2004 - JUNE 30, 2005

  FUND:       VANGUARD WINDSOR FUND
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ACE LIMITED
  TICKER:                        ACE                    CUSIP:         G0070K103
  MEETING DATE:                  5/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOHN A. KROL                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EVAN G. GREENBERG                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF                                                        ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS
OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM)
  TICKER:                        N/A                    CUSIP:         N/A
  MEETING DATE:                  4/21/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #1.: OPENING                                                                                  ISSUER                NO                N/A                    N/A

PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD OF                                                       ISSUER                NO                N/A                    N/A
MANAGEMENT FOR THE YEAR 2004

PROPOSAL #3.A: ADOPT THE 2004 FINANCIAL STATMENTS                                                      ISSUER                NO                N/A                    N/A

PROPOSAL #3.B: APPROVE THE RESERVATION AND THE DIVIDEND                                                ISSUER                NO                N/A                    N/A
POLICY

PROPOSAL #3.C: ADOPT THE DIVIDEND PROPOSAL                                                             ISSUER                NO                N/A                    N/A



PROPOSAL #4.A: GRANT DISCHARGE TO THE BOARD OF                                                         ISSUER                NO                N/A                    N/A
MANAGEMENT FROM LIABILITY FOR 2004

PROPOSAL #4.B: GRANT DISCHARGE TO THE SUPERVISORY BOARD                                                ISSUER                NO                N/A                    N/A
FROM LIABILITY FOR 2004

PROPOSAL #5.: APPROVE THE NUMBER OF MEMBERS OF THE BOARD                                               ISSUER                NO                N/A                    N/A
 OF MANAGEMENT AT 4

PROPOSAL #6.1: APPOINT MR. M.A. VAN DEN BERGH TO THE                                                   ISSUER                NO                N/A                    N/A
SUPERVISORY BOARD

PROPOSAL #6.2: RE-APPOINT MR. A.E. COHEN TO THE                                                        ISSUER                NO                N/A                    N/A
SUPERVISORY BOARD

PROPOSAL #7.: APPROVE THE CORPORATE GOVERNANCE                                                         ISSUER                NO                N/A                    N/A

PROPOSAL #8.A: APPROVE THE REMUNERATION POLICY FOR THE                                                 ISSUER                NO                N/A                    N/A
BOARD OF MANAGEMENT

PROPOSAL #8.B: APPROVE THE PERFORMANCE-RELATED SHARE                                                   ISSUER                NO                N/A                    N/A
PLAN FOR EXECUTIVES

PROPOSAL #8.C: APPROVE TO REVISE PERFORMANCE-RELATED                                                   ISSUER                NO                N/A                    N/A
OPTION PLAN FOR EXECUTIVES

PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION                                                        ISSUER                NO                N/A                    N/A

PROPOSAL #10.A: AUTHORIZE THE BOARD OF MANAGEMENT TO                                                   ISSUER                NO                N/A                    N/A
ISSUE SHARES

PROPOSAL #10.B: AUTHORIZE THE BOARD OF MANAGEMENT TO                                                   ISSUER                NO                N/A                    N/A
RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS

PROPOSAL #11.: AUTHORIZE THE BOARD OF MANAGEMENT TO                                                    ISSUER                NO                N/A                    N/A
ACQUIRE SHARES OF THE COMPANY
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ALCOA INC.
  TICKER:                        AA                     CUSIP:         013817101
  MEETING DATE:                  4/22/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOSEPH T. GORMAN                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: KLAUS KLEINFELD                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE INDEPENDENT AUDITOR                                              ISSUER                YES               FOR                    FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ALTRIA GROUP, INC.
  TICKER:                        MO                     CUSIP:         02209S103
  MEETING DATE:                  4/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

ELECTION OF DIRECTOR: THOMAS W. JONES                                                                  ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                                                             ISSUER                YES               FOR                    FOR

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

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




ELECTION OF DIRECTOR: HAROLD BROWN                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GEORGE MUNOZ                                                                     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: CARLOS SLIM HELU                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: 2005 PERFORMANCE INCENTIVE PLAN                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #03: 2005 STOCK COMPENSATION PLAN FOR NON-                                                    ISSUER                YES               FOR                    FOR
EMPLOYEE DIRECTORS

PROPOSAL #04: RATIFICATION OF THE SELECTION OF                                                         ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS

PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 1 REQUESTING                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST
ELIMINATION OF ANIMAL TESTING FOR TOBACCO PRODUCTS

PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 2 REQUESTING WAYS                                             SHAREHOLDER             YES             ABSTAIN                AGAINST
 TO MORE ADEQUATELY WARN PREGNANT WOMEN

PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 3 SEEKING TO                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST
CEASE PROMOTING LIGHT  AND  ULTRA LIGHT  BRANDS

PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 4 SEEKING TO                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS NATIONALLY
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        AMERICAN ELECTRIC POWER COMPANY, INC
  TICKER:                        AEP                    CUSIP:         025537101
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

ELECTION OF DIRECTOR: L.L. NOWELL III                                                                  ISSUER                YES               FOR                    FOR

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

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

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

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

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

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

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

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

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED                                                   ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: APPROVAL OF AMENDED AND RESTATED AEP                                                     ISSUER                YES               FOR                    FOR
SYSTEM LONG-TERM INCENTIVE PLAN

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



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        AMR CORPORATION
  TICKER:                        AMR                    CUSIP:         001765106
  MEETING DATE:                  5/18/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

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

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

ELECTION OF DIRECTOR: JUDITH RODIN                                                                     ISSUER                YES               FOR                    FOR

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

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

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

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

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

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

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

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST &                                                 ISSUER                YES               FOR                    FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.

PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO TERM                                                  SHAREHOLDER             YES             AGAINST                  FOR
LIMITS FOR NON-EMPLOYEE DIRECTORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        APPLIED MATERIALS, INC.
  TICKER:                        AMAT                   CUSIP:         038222105
  MEETING DATE:                  3/23/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: WILLEM P. ROELANDTS                                                              ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: STEVEN L. MILLER                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: PAUL R. LOW                                                                      ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: JAMES C. MORGAN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HERBERT M. DWIGHT, JR.                                                           ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: GERHARD H. PARKER                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DEBORAH A. COLEMAN                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAN MAYDAN                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PHILIP V. GERDINE                                                                ISSUER                YES               FOR                    FOR




PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                                                 ISSUER                YES               FOR                    FOR
APPLIED MATERIALS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ARROW ELECTRONICS, INC.
  TICKER:                        ARW                    CUSIP:         042735100
  MEETING DATE:                  5/6/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KAREN GORDON MILLS                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: M.F. (FRAN) KEETH                                                                ISSUER                YES            WITHHOLD                AGAINST

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

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

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

ELECTION OF DIRECTOR: JOHN C. WADDELL                                                                  ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: ROGER KING                                                                       ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS ARROW'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.

PROPOSAL #03: 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:                        AVNET, INC.
  TICKER:                        AVT                    CUSIP:         053807103
  MEETING DATE:                  11/11/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: ELEANOR BAUM                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROY VALLEE                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAY M. ROBINSON                                                                  ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: J. VERONICA BIGGINS                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: FRANK R. NOONAN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EHUD HOUMINER                                                                    ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP AS                                               ISSUER                YES               FOR                    FOR
 INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING JULY 2, 2005.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        AXCELIS TECHNOLOGIES, INC.
  TICKER:                        ACLS                   CUSIP:         054540109
  MEETING DATE:                  5/12/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: STEPHEN R. HARDIS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: H. BRIAN THOMPSON                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT                                               ISSUER                YES               FOR                    FOR
 AUDITORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        BANK OF AMERICA CORPORATION
  TICKER:                        BAC                    CUSIP:         060505104
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

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

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

ELECTION OF DIRECTOR: ROBERT L. TILLMAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL FULTON                                                                      ISSUER                YES               FOR                    FOR

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

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

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

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

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

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

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

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

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

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

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

PROPOSAL #03: STOCKHOLDER PROPOSAL - POLITICAL                                                       SHAREHOLDER             YES             ABSTAIN                AGAINST
CONTRIBUTIONS

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



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        BEARINGPOINT, INC.
  TICKER:                        BE                     CUSIP:         074002106
  MEETING DATE:                  8/3/2004                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: BETSY J. BERNARD                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: DOUGLAS C. ALLRED                                                                ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: TO RATIFY PRICEWATERHOUSECOOPERS LLP AS                                                  ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        BORGWARNER INC.
  TICKER:                        BWA                    CUSIP:         099724106
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DAVID T. BROWN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN RAU                                                                         ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL E. GLASKE                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBIN J. ADAMS                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO VOTE UPON A PROPOSAL TO APPROVE THE                                                   ISSUER                YES               FOR                    FOR
BORGWARNER INC. 2005 EXECUTIVE INCENTIVE PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF DELOITTE &                                                  ISSUER                YES               FOR                    FOR
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        BURLINGTON NORTHERN SANTA FE CORPORA
  TICKER:                        BNI                    CUSIP:         12189T104
  MEETING DATE:                  4/20/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: R.S. ROBERTS                                                                     ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: R.H. WEST                                                                        ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: J.S. WHISLER                                                                     ISSUER                YES            WITHHOLD                AGAINST

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

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

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                                                       ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR 2005 (ADVISORY VOTE).



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CANADIAN NATIONAL RAILWAY COMPANY
  TICKER:                        CNI                    CUSIP:         136375102
  MEETING DATE:                  4/21/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: V. KEMPSTON DARKES                                                               ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ROBERT PACE                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PURDY CRAWFORD                                                                   ISSUER                YES               FOR                    FOR

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: DENIS LOSIER                                                                     ISSUER                YES               FOR                    FOR

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

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

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

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

PROPOSAL #03: ADOPTION OF THE RESOLUTION OF SHAREHOLDERS                                               ISSUER                YES               FOR                    FOR
 APPROVING AN AMENDMENT TO THE MANAGEMENT LONG-TERM
INCENTIVE PLAN, AS MORE FULLY DESCRIBED IN THE
INFORMATION CIRCULAR.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CAPITAL ONE FINANCIAL CORPORATION
  TICKER:                        COF                    CUSIP:         14040H105
  MEETING DATE:                  4/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: ANN FRITZ HACKETT                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PATRICK W. GROSS                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                                                     ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2005.

PROPOSAL #03: STOCKHOLDER PROPOSAL: DIRECTOR ELECTION                                                SHAREHOLDER             YES             AGAINST                  FOR
MAJORITY VOTE STANDARD.

PROPOSAL #04: STOCKHOLDER PROPOSAL: REPORT ON LONG-TERM                                              SHAREHOLDER             YES             AGAINST                  FOR
TARGETS FOR STOCK OPTIONS TO BE HELD BY EXECUTIVES.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CHEVRONTEXACO CORPORATION
  TICKER:                        CVX                    CUSIP:         166764100
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: S. GINN                                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: S. NUNN                                                                          ISSUER                YES               FOR                    FOR

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

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

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

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

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

ELECTION OF DIRECTOR: C. WARE                                                                          ISSUER                YES               FOR                    FOR

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

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

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

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED                                                   ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: DIRECTORS  COMPENSATION                                                                SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #04: EXECUTIVE SEVERANCE AGREEMENTS                                                         SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #05: STOCK OPTION EXPENSING                                                                 SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #06: ANIMAL TESTING                                                                         SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #07: OIL & GAS DRILLING IN PROTECTED/SENSITIVE                                              SHAREHOLDER             YES             ABSTAIN                AGAINST
AREAS

PROPOSAL #08: REPORT ON ECUADOR                                                                      SHAREHOLDER             YES             ABSTAIN                AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CHUBB CORPORATION
  TICKER:                        CB                     CUSIP:         171232101
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS                                                            ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: ZOE BAIRD                                                                        ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: LAWRENCE M. SMALL                                                                ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS INDEPENDENT AUDITOR
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
  TICKER:                        N/A                    CUSIP:         N/A
  MEETING DATE:                  5/20/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #O.1: APPROVAL OF THE CORPORATE ACCOUNTS FOR                                                  ISSUER                YES               FOR                    N/A
2004; 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 2004 AND THE RESULTING PROFIT RECORDED
THEREIN OF EUR 295,151,971.68; THE GENERAL MEETING
HEREBY APPROVES THE OPERATIONS DESCRIBED IN THE ABOVE
ACCOUNTS AND INDICATED IN THE ABOVE REPORTS,
SPECIFICALLY AND INSOFAR AS IS NECESSARY, THOSE
AFFECTING THE VARIOUS RESERVE ACCOUNTS

PROPOSAL #O.2: ALLOCATION OF PROFITS FOR 2004; AT THE                                                  ISSUER                YES               FOR                    N/A
PROPOSAL OF THE MANAGING PARTNERS AND WITH THE APPROVAL
OF THE SUPERVISORY BOARD, THE GENERAL MEETING, IN
CONSIDERATION OF A PROFIT FOR THE YEAR OF EUR
295,151,971.68 LESS THE STATUTORY SHARE OF THE GENERAL
PARTNERS IN THE AMOUNT OF EUR 5,271,626.68 RESULTING IN
A BALANCE OF EUR 289,880,345.00 SUBJECT TO THE ADDITION
OF PROFITS BROUGHT FORWARD OF EUR 52,494,683.39 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 2004 AND THE RESULTING PROFIT RECORDED THEREIN OF
EUR 295,151,971.68; TO UNDERTAKE THE DISTRIBUTION OF A
TOTAL SUM OF EUR 179,233,781.25, WHICH REPRESENTS A
DIVIDEND OF EUR 1.25 PER SHARE; THE DATE OF EXPIRY FOR
DIVIDEND ENTITLEMENTS SHALL BE MAY 24, 2005, UPON WHICH
DATE SHARES SHALL BE QUOTED NET OF THEIR DIVIDEND
ENTITLEMENT FOR THE 2004 FINANCIAL YEAR; SINCE SHARES
HELD BY THE COMPANY ON THE DATE OF DIVIDEND SETTLEMENT
DO NOT CARRY ENTITLEMENT TO ANY DIVIDEND, THE AMOUNTS
CORRESPONDING TO THE DIVIDEND IN RESPECT OF THESE SHARES
 WILL BE ENTERED UNDER THE ITEM  PROFITS CARRIED FORWARD
 ; THE DIVIDENDS PAID IN RESPECT OF THE PREVIOUS THREE
FINANCIAL YEARS ARE SHOWN, TOGETHER WITH THE
CORRESPONDING TAX CREDITS, IN THE FOLLOWING TABLE: II -
TO TRANSFER THE BALANCE OF EUR 163,141,247.14 TO THE
ITEM  PROFITS CARRIED FORWARD ; YEAR 2001 / DIVIDENDS
DISTRIBUTED: EUR 114,508,482.0 / DIVIDEND: EUR 0.85 WITH
 A TAX CREDIT OF EUR 0.43 / TOTAL EARNINGS OF EUR 1.28;
YEAR 2002 / DIVIDENDS DISTRIBUTED: EUR 131,867,238.90 /
DIVIDEND: EUR 0.93 WITH A TAX CREDIT OF EUR 0.465 /
TOTAL EARNINGS: EUR 1.395; YEAR 2003 / DIVIDENDS
DISTRIBUTED: EUR 133,349,933.25 / DIVIDEND: EUR 0.93
WITH A TAX CREDIT OF EUR 0.465 / TOTAL EARNINGS OF EUR
1.395



PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR                                               ISSUER                YES               FOR                    N/A
 2004; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS  REPORT, THE AUDITORS  REPORT AND THE REPORT OF
 THE SUPERVISORY BOARD, HEREBY APPROVES THE CONSOLIDATED
 ACCOUNTS FOR 2004 AND THE PROFIT OF EUR 527,162,667.51
RECORDED THEREIN

PROPOSAL #O.4: REGULATED AGREEMENTS; THE GENERAL                                                       ISSUER                YES               FOR                    N/A
MEETING, 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 SUCH AGREEMENTS TO BE
 SUBMITTED FOR APPROVAL

PROPOSAL #O.5: TRANSFER OF EUR 200,000,000 FROM THE                                                    ISSUER                YES               FOR                    N/A
SPECIAL LONG-TERM CAPITAL GAINS RESERVE TO AN ORDINARY
RESERVE ACCOUNT; THE GENERAL MEETING, HAVING HEARD THE
MANAGING PARTNERS  REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, RESOLVES, FOR THE PURPOSE OF APPLYING
 THE PROVISIONS OF ARTICLE 39-IV OF THE FRENCH FINANCIAL
 LAW AMENDMENT FOR 2004, TO TRANSFER THE SUM OF EUR
200,000,000 FROM THE SPECIAL LONG-TERM CAPITAL GAINS
RESERVE TO AN ORDINARY RESERVE ACCOUNT; AT DECEMBER 31,
2004, THE SPECIAL LONG-TERM CAPITAL GAINS RESERVE
CONTAINED EUR 1,081,419,039; THE EXCEPTIONAL TAX
APPLYING TO THIS TRANSFER HAVING BEEN PAID FROM THE ITEM
  PROFITS CARRIED FORWARD

PROPOSAL #O.6: APPOINTMENT OF A SUPERVISORY BOARD                                                      ISSUER                YES               FOR                    N/A
MEMBER; THE PROFIT OF EUR 527,162,667.51 RECORDED
THEREIN; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS  REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, APPOINTS MRS. LAURENCE PARISOT AS A MEMBER OF THE
 SUPERVISORY BOARD FOR A PERIOD OF FIVE YEARS, THAT TERM
 TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010 FOR THE
 ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR


PROPOSAL #O.7: APPOINTMENT OF A SUPERVISORY BOARD                                                      ISSUER                YES               FOR                    N/A
MEMBER; THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS  REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, APPOINTS MR. PATRICK COX AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF FIVE YEARS, THAT TERM
TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010 FOR THE
ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR



PROPOSAL #O.8: AUTHORIZATION PERMITTING THE COMPANY TO                                                 ISSUER                YES               FOR                    N/A
TRANSACT ITS OWN SHARES ON THE STOCK MARKET; THE GENERAL
 MEETING, HAVING HEARD THE MANAGING PARTNERS  REPORT AND
 THE REPORT OF THE SUPERVISORY BOARD, HEREBY AUTHORIZES
THE COMPANY TO TRANSACT ITS OWN SHARES IN ACCORDANCE
WITH ARTICLE L 225-209 OF THE FRENCH COMMERCIAL CODE,
SUBJECT TO THE FOLLOWING CONDITIONS: - THE MAXIMUM
PURCHASE PRICE SHALL BE EUR 70; - THE MINIMUM-SELLING
PRICE OF EUR 40; THE NUMBER OF SHARES PURCHASED SHALL
NOT EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES,
I.E. A MAXIMUM AMOUNT OF EUR 1,003,709,140; THE TERM OF
THIS AUTHORIZATION SHALL BE 18 MONTHS WITH EFFECT FROM
THE PRESENT DATE; IN CASE OF AN INCREASE IN CAPITAL BY
WAY OF THE INCORPORATION OF RESERVES AND THE ALLOTMENT
OF FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR
SHARE COMBINATION, THE PRICES INDICATED ABOVE SHALL BE
ADJUSTED BY THE APPLICATION OF A MULTIPLIER COEFFICIENT
WHICH SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION CONCERNED;
THE PURPOSE OF THIS AUTHORIZATION IS TO ENABLE THE
COMPANY TO USE THE OPPORTUNITIES PROVIDED UNDER THE
APPLICABLE LEGISLATION TO TRADE IN ITS OWN SHARES FOR
THE PURPOSE OF: THE RETENTION, SALE OR REMITTANCE BY WAY
 OF EXCHANGE OR TRANSFER OF SHARES IN LIEU OF PAYMENT,
SPECIFICALLY FOR THE PURPOSES OF FINANCIAL TRANSACTIONS
SUCH AS ACQUISITIONS OR THE ISSUE OF SHARES CONFERRING
DIRECT OR INDIRECT ACCESS TO EQUITY CAPITAL; THE
GRANTING OF SHARES TO THE COMPANY'S SENIOR AND EXECUTIVE
 MANAGERS, OR THOSE OF GROUP MEMBER COMPANIES IN THE
CONTEXT OF STOCK OPTION PURCHASES; THE CANCELLATION OF
SHARES, WHETHER IN WHOLE OR IN PART, FOR THE PURPOSES OF
 OPTIMIZING THE COMPANY'S SHARE CAPITAL AND NET EARNINGS
 PER SHARE; THE REGULARIZATION OF THE STOCK MARKET SHARE
 PRICE OR SHARE LIQUIDITY BY AN INVESTMENT SERVICES
PROVIDER UNDER A LIQUIDITY CONTRACT DRAFTED IN
ACCORDANCE WITH THE ETHICAL PRACTICES CHARTER ADOPTED BY
 THE AUTORITE DES MARCHES FINANCIERS; SHARES MAY BE
ACQUIRED AT ANY TIME, ON A SINGLE OCCASION OR ON A
NUMBER OF OCCASIONS, WHETHER IN THE MARKET, BY MUTUAL
AGREEMENT, OR BY ANY OTHER MEANS, AND MORE SPECIFICALLY
BY WAY OF THE TRANSFER OF BLOCKS OF SHARES, THE PURCHASE
 OF SHARE OPTIONS OR THE USE OF DERIVATIVE PRODUCTS; FOR
 THE PURPOSES REFERRED TO ABOVE, THE GENERAL MEETING
HEREBY ASSIGNS TO THE MANAGING PARTNERS, OR ANY ONE OF
THE MANAGING PARTNERS, FULL AUTHORITY TO ENTER INTO
CONTRACTS, COMPLETE ALL DECLARATIONS AND FORMALITIES
AND, MORE GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS
SHALL BE NECESSARY FOR THE IMPLEMENTATION OF DECISIONS
TAKEN AS A RESULT OF THIS AUTHORIZATION; THIS
AUTHORIZATION SUPERSEDES THE RESOLUTION ADOPTED FOR THE
SAME PURPOSE BY THE ORDINARY GENERAL MEETING OF
STOCKHOLDERS HELD ON MAY 14, 2004



PROPOSAL #E.9: APPOINTMENT OF MR.MICHEL ROLLIER AS                                                     ISSUER                YES               FOR                    N/A
MANAGING PARTNER; THE GENERAL MEETING, HAVING HEARD THE
MANAGING PARTNERS  REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT
OF EACH OF THE GENERAL PARTNERS, RULES THAT: THE
COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN, OF WHICH
 EDOUARD MICHELIN AND RENE ZINGRAFF ARE GENERAL
PARTNERS, WILL, FROM THIS DAY FORWARD, BE MANAGED AND
ADMINISTERED JOINTLY AND SEVERALLY BY THEMSELVES AND
MICHEL ROLLIER, WHO WILL BE APPOINTED AS GENERAL
PARTNER; EDOUARD MICHELIN, MICHEL ROLLIER AND RENE
ZINGRAFF WILL CARRY OUT THEIR DUTIES IN THE MANNER
PRESCRIBED IN, AND SUBJECT TO THE CONDITIONS SET OUT IN,
 THE COMPANY'S ARTICLES OF ASSOCIATION; AND RULES
CONSEQUENTLY TO CHANGE ARTICLES 1 AND 3 OF THE COMPANY'S
 ARTICLES OF ASSOCIATION, AS FOLLOWS: ARTICLE 1 - THE
TEXT OF PARAGRAPHS 2 AND 3 IS CHANGED TO READ AS
FOLLOWS: MONSIEUR EDOUARD MICHELIN, MONSIEUR MICHEL
ROLLIER AND MONSIEUR RENE ZINGRAFF, MANAGERS, OF THE
SOCIETE AUXILIAIRE DE GESTION -SAGES-, A SIMPLIFIED
STOCK COMPANY CAPITALIZED AT FORTY THOUSAND EURO, WHOSE
REGISTERED OFFICE IS AT CLERMONT-FERRAND EDOUARD
MICHELIN SHOULD CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE
THOSE EXERCISED BY THE OTHER MANAGING PARTNERS, THE
COMPANY NAME AND SIGNATORY STATUS WILL, AS A DIRECT
RESULT OF THIS FACT, REVERT TO THE NAMES OF THOSE
MANAGING PARTNERS WHO REMAIN

PROPOSAL #E.10: SUPPRESSION OF THE STATUTORY NATIONALITY                                               ISSUER                YES               FOR                    N/A
 CONDITION TO OBTAIN A DOUBLE VOTING RIGHT; THE GENERAL
MEETING, HAVING HEARD THE MANAGING PARTNERS  REPORT AND
THE REPORT OF THE SUPERVISORY BOARD, RESOLVES TO DELETE
THE NATIONALITY CONDITION CONTAINED IN THE COMPANY'S
ARTICLES OF ASSOCIATION WHICH PREVIOUSLY APPLIED TO THE
GRANTING OF DOUBLE VOTING RIGHTS TO STOCKHOLDERS AND,
CONSEQUENTLY, TO MODIFY THE TEXT OF ARTICLE 22 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, AS FOLLOWS: ARTICLE
22 - PARAGRAPH 5 IS REPLACED BY THE FOLLOWING TEXT:
HOWEVER, THE HOLDERS OF ALL FULLY PAID-UP SHARES WHICH
HAVE BEEN HELD IN THE SAME STOCKHOLDER'S NAME FOR A
MINIMUM OF FOUR YEARS WILL BE GRANTED TWO VOTES PER
SHARE, WITHOUT LIMITATION; THESE VOTING RIGHTS MAY BE
EXERCISED EITHER BY THE STOCKHOLDERS CONCERNED OR BY
THEIR DULY APPOINTED PROXIES

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CIT GROUP INC.
  TICKER:                        CIT                    CUSIP:         125581108
  MEETING DATE:                  5/11/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: GARY C. BUTLER                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: TIMOTHY M. RING                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN                                                               ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: MARIANNE MILLER PARRS                                                            ISSUER                YES               FOR                    FOR




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

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:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KLAUS KLEINFELD                                                                  ISSUER                YES               FOR                    FOR

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

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

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

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

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

ELECTION OF DIRECTOR: JUDITH RODIN                                                                     ISSUER                YES               FOR                    FOR

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

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

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

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

ELECTION OF DIRECTOR: CHARLES PRINCE                                                                   ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: ANNE MULCAHY                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANN DIBBLE JORDAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GEORGE DAVID                                                                     ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG                                                 ISSUER                YES               FOR                    FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.

PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND                                                      ISSUER                YES               FOR                    FOR
RESTATED CITIGROUP 1999 STOCK INCENTIVE PLAN.

PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A CURB ON                                              SHAREHOLDER             YES             AGAINST                  FOR
EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A REPORT                                               SHAREHOLDER             YES             ABSTAIN                AGAINST
ON POLITICAL CONTRIBUTIONS.

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

PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THAT CEO                                               SHAREHOLDER             YES             AGAINST                  FOR
COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE
AVERAGE COMPENSATION PAID TO THE COMPANY'S NON-
MANAGERIAL WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.



PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING ELECTION                                               SHAREHOLDER             YES             AGAINST                  FOR
OF DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.

PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING A BY-LAW                                               SHAREHOLDER             YES             AGAINST                  FOR
AMENDMENT PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE
COMPENSATION TO ANY OFFICER UNLESS PRIOR STOCKHOLDER
APPROVAL IS GRANTED.

PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING THAT A                                                 SHAREHOLDER             YES               FOR                  AGAINST
SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN BE
SUBJECT TO A SHAREHOLDER VOTE.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        COMCAST CORPORATION
  TICKER:                        CMCSA                  CUSIP:         20030N101
  MEETING DATE:                  6/1/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KENNETH J. BACON                                                                 ISSUER                YES            WITHHOLD                AGAINST

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

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

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

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

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

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

ELECTION OF DIRECTOR: JOSEPH J. COLLINS                                                                ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: EDWARD D. BREEN                                                                  ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: INDEPENDENT AUDITORS.                                                                    ISSUER                YES               FOR                    FOR

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

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

PROPOSAL #05: REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT                                             SHAREHOLDER             YES             AGAINST                  FOR
 HAVE MANAGERIAL RESPONSIBILITIES.

PROPOSAL #06: ELIMINATE SHAREHOLDER RIGHTS PLAN UNLESS                                               SHAREHOLDER             YES               FOR                  AGAINST
SHAREHOLDER APPROVAL IS RECEIVED.

PROPOSAL #07: ADOPT A RECAPITALIZATION PLAN.                                                         SHAREHOLDER             YES               FOR                  AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CONOCOPHILLIPS
  TICKER:                        COP                    CUSIP:         20825C104
  MEETING DATE:                  5/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: J.J. MULVA                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LARRY D. HORNER                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CHARLES C. KRULAK                                                                ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: NORMAN R. AUGUSTINE                                                              ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST &                                                   ISSUER                YES               FOR                    FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005

PROPOSAL #03: COMPENSATION LIMITATIONS                                                               SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD                                                        SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CONSTELLATION ENERGY GROUP, INC.
  TICKER:                        CEG                    CUSIP:         210371100
  MEETING DATE:                  5/20/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: F.A. HRABOWSKI, III                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LYNN M. MARTIN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: NANCY LAMPTON                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: YVES C. DE BALMANN                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP                                               ISSUER                YES               FOR                    FOR
 AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2005.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CONTINENTAL AIRLINES, INC.
  TICKER:                        CAL                    CUSIP:         210795308
  MEETING DATE:                  6/16/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS                                                            ISSUER                YES               FOR                    FOR

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

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

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

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

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

ELECTION OF DIRECTOR: OSCAR MUNOZ                                                                      ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: JEFFERY A. SMISEK                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO RE-APPROVE THE MATERIAL TERMS                                                ISSUER                YES               FOR                    FOR
OF THE PERFORMANCE GOAL UNDER THE PERFORMANCE AWARD
PROVISIONS OF THE INCENTIVE PLAN 2000

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

PROPOSAL #04: PLEASE MARK THE  FOR  BOX ONLY IF ANY                                                    ISSUER                YES             AGAINST                  N/A
STOCK 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:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: H.J. RILEY, JR.                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R.M. DEVLIN                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J.J. POSTL                                                                       ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: APPOINT ERNST & YOUNG AS INDEPENDENT                                                     ISSUER                YES               FOR                    FOR
AUDITORS FOR THE YEAR ENDING 12/31/2005.

PROPOSAL #03: SHAREHOLDER PROPOSAL REQUESTING COOPER TO                                              SHAREHOLDER             YES             ABSTAIN                AGAINST
IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR
 ORGANIZATION HUMAN RIGHTS STANDARDS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        CSX CORPORATION
  TICKER:                        CSX                    CUSIP:         126408103
  MEETING DATE:                  5/4/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: SEN. J.B. BREAUX                                                                 ISSUER                YES               FOR                    FOR

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

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

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

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

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

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

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

PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS                                                      ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING MAJORITY                                                SHAREHOLDER             YES               FOR                  AGAINST
VOTE.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        EATON CORPORATION
  TICKER:                        ETN                    CUSIP:         278058102
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



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

ELECTION OF DIRECTOR: NED C. LAUTENBACH                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GREGORY R. PAGE                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: VICTOR A. PELSON                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS INDEPENDENT AUDITORS FOR 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ENCANA CORPORATION
  TICKER:                        ECA                    CUSIP:         292505104
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN                                                             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: MICHAEL N. CHERNOFF                                                              ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: GWYN MORGAN                                                                      ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: JANE L. PEVERETT                                                                 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: APPROVAL OF AMENDMENT TO EMPLOYEE STOCK                                                  ISSUER                YES               FOR                    FOR
OPTION PLAN (SEE PAGES 10-11 OF THE ACCOMPANYING
INFORMATION CIRCULAR)

PROPOSAL #04: APPROVAL OF SPECIAL RESOLUTION REGARDING                                                 ISSUER                YES               FOR                    FOR
TWO-FOR-ONE SHARE SPLIT (SEE PAGES 11-12 OF THE
ACCOMPANYING INFORMATION CIRCULAR)
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ENGELHARD CORPORATION
  TICKER:                        EC                     CUSIP:         292845104
  MEETING DATE:                  5/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DOUGLAS G. WATSON                                                                ISSUER                YES               FOR                    FOR



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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ENTERGY CORPORATION
  TICKER:                        ETR                    CUSIP:         29364G103
  MEETING DATE:                  5/13/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: J.R. NICHOLS                                                                     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: C.P. DEMING                                                                      ISSUER                YES               FOR                    FOR

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

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

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

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING INDEPENDENT                                             SHAREHOLDER             YES             AGAINST                  FOR
 CHAIRMAN OF BOARD OF DIRECTORS.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING MAJORITY                                                SHAREHOLDER             YES             AGAINST                  FOR
ELECTION OF DIRECTORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        EVEREST RE GROUP, LTD.
  TICKER:                        RE                     CUSIP:         G3223R108
  MEETING DATE:                  5/25/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: WILLIAM F. GALTNEY, JR.                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS                                                 ISSUER                YES               FOR                    FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005 AND AUTHORIZE THE BOARD OF DIRECTORS
ACTING BY THE AUDIT COMMITTEE OF THE BOARD TO SET THE
FEES FOR THE INDEPENDENT AUDITORS.

PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE EVEREST RE                                                ISSUER                YES               FOR                    FOR
GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR EQUITY
COMPENSATION PLAN.



PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE EVEREST RE                                                ISSUER                YES               FOR                    FOR
GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL INCENTIVE PLAN.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        EXXON MOBIL CORPORATION
  TICKER:                        XOM                    CUSIP:         30231G102
  MEETING DATE:                  5/25/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: W.W. GEORGE                                                                      ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: W.R. HOWELL                                                                      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: M.C. NELSON                                                                      ISSUER                YES               FOR                    FOR

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

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

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

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

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE                                               ISSUER                YES               FOR                    FOR
 28).

PROPOSAL #03: POLITICAL CONTRIBUTIONS (PAGE 30).                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #04: BOARD COMPENSATION (PAGE 31).                                                          SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #05: INDUSTRY EXPERIENCE (PAGE 32).                                                         SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #06: ACEH SECURITY REPORT (PAGE 33).                                                        SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #07: AMENDMENT OF EEO POLICY (PAGE 34).                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #08: BIODIVERSITY IMPACT REPORT (PAGE 36).                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #09: CLIMATE SCIENCE REPORT (PAGE 37).                                                      SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #10: KYOTO COMPLIANCE REPORT (PAGE 40).                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        FEDERAL HOME LOAN MORTGAGE CORPORATI
  TICKER:                        FRE                    CUSIP:         313400301
  MEETING DATE:                  11/4/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: BARBARA T. ALEXANDER                                                             ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR.                                                            ISSUER                YES               FOR                    FOR

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




ELECTION OF DIRECTOR: THOMAS S. JOHNSON                                                                ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: RICHARD KARL GOELTZ                                                              ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: MICHELLE ENGLER                                                                  ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: GEOFFREY T. BOISI                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                                                           ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE YEAR 2004

PROPOSAL #03: APPROVAL OF THE 2004 STOCK COMPENSATION                                                  ISSUER                YES               FOR                    FOR
PLAN

PROPOSAL #04: APPROVAL OF THE AMENDED AND RESTATED                                                     ISSUER                YES               FOR                    FOR
EMPLOYEE STOCK PURCHASE PLAN
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        FIRSTENERGY CORP.
  TICKER:                        FE                     CUSIP:         337932107
  MEETING DATE:                  5/17/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: W.M. TAYLOR                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J.T. WILLIAMS, SR.                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: A.J. ALEXANDER                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R.N. POKELWALDT                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED                                                   ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: SHAREHOLDER PROPOSAL                                                                   SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #04: SHAREHOLDER PROPOSAL                                                                   SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #05: SHAREHOLDER PROPOSAL                                                                   SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        FLEXTRONICS INTERNATIONAL LTD.
  TICKER:                        FLEX                   CUSIP:         Y2573F102
  MEETING DATE:                  9/23/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: MICHAEL E. MARKS                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RE-APPOINTMENT OF PATRICK FOLEY AS A                                                     ISSUER                YES               FOR                    FOR
DIRECTOR OF THE COMPANY.



PROPOSAL #03: TO APPOINT DELOITTE & TOUCHE LLP AS                                                      ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2005.

PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE COMPANY'S                                                 ISSUER                YES               FOR                    FOR
1997 EMPLOYEE SHARE PURCHASE PLAN.

PROPOSAL #05: TO APPROVE AMENDMENTS TO THE COMPANY'S                                                   ISSUER                YES               FOR                    FOR
2001 EQUITY INCENTIVE PLAN.

PROPOSAL #06: TO APPROVE AN AMENDMENT TO THE COMPANY'S                                                 ISSUER                YES               FOR                    FOR
2001 EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF
STOCK BONUSES.

PROPOSAL #07: TO APPROVE THE CONSOLIDATION OF ORDINARY                                                 ISSUER                YES               FOR                    FOR
SHARES AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001
EQUITY INCENTIVE PLAN.

PROPOSAL #08: TO APPROVE THE AUTHORIZATION FOR THE                                                     ISSUER                YES               FOR                    FOR
DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.

PROPOSAL #09: TO APPROVE THE AUTHORIZATION FOR THE                                                     ISSUER                YES               FOR                    FOR
COMPANY TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.

PROPOSAL #10: TO APPROVE THE AUTHORIZATION FOR THE                                                     ISSUER                YES               FOR                    FOR
COMPANY TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH
COMPENSATION FOR EACH OF ITS NON-EMPLOYEE DIRECTORS FOR
COMMITTEE PARTICIPATION.

PROPOSAL #11: TO APPROVE THE AUTHORIZATION OF THE                                                      ISSUER                YES               FOR                    FOR
PROPOSED RENEWAL OF THE SHARE REPURCHASE MANDATE
RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN
ISSUED ORDINARY SHARES.

PROPOSAL #12: TO APPROVE THE AUTHORIZATION OF THE                                                      ISSUER                YES               FOR                    FOR
PROPOSAL APPROVAL OF A BONUS ISSUE.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        FREESCALE SEMICONDUCTOR, INC.
  TICKER:                        FSL                    CUSIP:         35687M107
  MEETING DATE:                  4/29/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: H. RAYMOND BINGHAM                                                               ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: TO APPROVE AMENDMENTS TO OUR AMENDED AND                                                 ISSUER                YES               FOR                    FOR
RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL #03: TO APPROVE AMENDMENTS TO OUR AMENDED AND                                                 ISSUER                YES               FOR                    FOR
RESTATED BY-LAWS.

PROPOSAL #04: TO APPROVE OUR OMNIBUS INCENTIVE PLAN OF                                                 ISSUER                YES               FOR                    FOR
2005.

PROPOSAL #05: TO RATIFY THE APPOINTMENT OF THE                                                         ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF KPMG
LLP, OUR INDEPENDENT AUDITORS, FOR FISCAL 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GANNETT CO., INC.
  TICKER:                        GCI                    CUSIP:         364730101
  MEETING DATE:                  4/14/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: LOUIS D. BOCCARDI                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DONNA E. SHALALA                                                                 ISSUER                YES               FOR                    FOR




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

PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING                                                        SHAREHOLDER             YES             AGAINST                  FOR
PERFORMANCE-BASED OPTIONS.

PROPOSAL #04: SHAREHOLDER PROPOSAL CONCERNING DIRECTOR                                               SHAREHOLDER             YES             AGAINST                  FOR
ELECTION MAJORITY VOTE STANDARD.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GENERAL ELECTRIC COMPANY
  TICKER:                        GE                     CUSIP:         369604103
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: SAM NUNN                                                                         ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM M. CASTELL                                                               ISSUER                YES               FOR                    FOR

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

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

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

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

ELECTION OF DIRECTOR: ANDREA JUNG                                                                      ISSUER                YES               FOR                    FOR

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

PROPOSAL #B: RATIFICATION OF SELECTION OF INDEPENDENT                                                  ISSUER                YES               FOR                    FOR
AUDITOR

PROPOSAL #01: CUMULATIVE VOTING                                                                      SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #02: REPORT ON NUCLEAR RISK                                                                 SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #03: REPORT ON PCB CLEANUP COSTS                                                            SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #04: CURB OVER-EXTENDED DIRECTORS                                                           SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #05: REPORT ON SUSTAINABILITY                                                               SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #06: DISCLOSE POLITICAL CONTRIBUTIONS                                                       SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #07: ANIMAL TESTING                                                                         SHAREHOLDER             YES             ABSTAIN                AGAINST




  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GLAXOSMITHKLINE PLC
  TICKER:                        GSK                    CUSIP:         37733W105
  MEETING DATE:                  5/25/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #O1: DIRECTORS  REPORT AND FINANCIAL STATEMENTS                                               ISSUER                YES               FOR                    FOR


PROPOSAL #O2: REMUNERATION REPORT                                                                      ISSUER                YES               FOR                    FOR

PROPOSAL #O3: TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR                                              ISSUER                YES               FOR                    FOR


PROPOSAL #O4: TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR                                                ISSUER                YES               FOR                    FOR

PROPOSAL #O5: TO ELECT MR JULIAN HESLOP AS A DIRECTOR                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #O6: TO RE-ELECT DR JEAN-PIERRE GARNIER AS A                                                  ISSUER                YES               FOR                    FOR
DIRECTOR

PROPOSAL #O7: TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR                                                ISSUER                YES               FOR                    FOR

PROPOSAL #O8: TO RE-ELECT DR RONALDO SCHMITZ AS A                                                      ISSUER                YES               FOR                    FOR
DIRECTOR

PROPOSAL #O9: TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR                                                ISSUER                YES               FOR                    FOR

PROPOSAL #O10: RE-APPOINTMENT OF AUDITORS                                                              ISSUER                YES               FOR                    FOR

PROPOSAL #O11: REMUNERATION OF AUDITORS                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #S12: TO AUTHORISE THE COMPANY TO MAKE                                                        ISSUER                YES               FOR                    FOR
DONATIONS TO EU POLITICAL ORGANISATIONS AND INCUR EU
POLITICAL EXPENDITURE

PROPOSAL #S13: DISAPPLICATION OF PRE-EMPTION RIGHTS                                                    ISSUER                YES               FOR                    FOR

PROPOSAL #S14: AUTHORITY FOR THE COMPANY TO PURCHASE ITS                                               ISSUER                YES               FOR                    FOR
 OWN SHARES

PROPOSAL #S15: INSERTION OF NEW ARTICLE 48A INTO                                                       ISSUER                YES               FOR                    FOR
ARTICLES OF ASSOCIATION

PROPOSAL #S16: DELETION OF ARTICLE 154.2 OF ARTICLES OF                                                ISSUER                YES               FOR                    FOR
ASSOCIATION

PROPOSAL #S17: AMENDMENT OF ARTICLE 81 OF ARTICLES OF                                                  ISSUER                YES               FOR                    FOR
ASSOCIATION
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GLAXOSMITHKLINE PLC
  TICKER:                        N/A                    CUSIP:         N/A
  MEETING DATE:                  5/25/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS  REPORT                                                  ISSUER                YES               FOR                    N/A
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004

PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE                                               ISSUER                YES               FOR                    N/A
 31 DEC 2004

PROPOSAL #3.: ELECT SIR CHRISTOPHER GENT AS A DIRECTOR                                                 ISSUER                YES               FOR                    N/A
OF THE COMPANY

PROPOSAL #4.: ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF                                                ISSUER                YES               FOR                    N/A
THE COMPANY

PROPOSAL #5.: ELECT MR. JULIAN HESLOP AS A DIRECTOR OF                                                 ISSUER                YES               FOR                    N/A
THE COMPANY



PROPOSAL #6.: RE-ELECT DR. JEAN-PIERRE GARNIER AS A                                                    ISSUER                YES               FOR                    N/A
DIRECTOR OF THE COMPANY

PROPOSAL #7.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF                                                ISSUER                YES               FOR                    N/A
THE COMPANY

PROPOSAL #8.: RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR                                               ISSUER                YES               FOR                    N/A
 OF THE COMPANY

PROPOSAL #9.: RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF                                               ISSUER                YES               FOR                    N/A
 THE COMPANY

PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO RE-                                                    ISSUER                YES               FOR                    N/A
APPOINT PRICEWATERHOUSECOOPERS LLP AS A AUDITORS TO THE
COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE
MEETING TO THE CONCLUSION OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY

PROPOSAL #11.: AUTHORIZE THE AUDIT COMMITTEE TO                                                        ISSUER                YES               FOR                    N/A
DETERMINE THE REMUNERATION OF THE AUDITORS

PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH                                               ISSUER                YES               FOR                    N/A
 347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO EU
 POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP
50,000;  AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE
 NEXT AGM IN 2006 OR 24 NOV 2006

PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, FOR THE                                                       ISSUER                YES               FOR                    N/A
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE COMPANIES
ACT 1985, TO ALLOT EQUITY SECURITIES  SECTION 94 OF THE
ACT  FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 20 PASSED AT THE AGM HELD ON 21 MAY 2001,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS  SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE  AS DEFINED IN ARTICLE 12.5 OF THE
COMPANY'S ARTICLES OF ASSOCIATION  PROVIDED THAT AN
OFFER OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;  AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
 THE COMPANY IN 2006 OR ON 24 NOV 2006 ; AND THE
DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
 THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY


PROPOSAL #S.14: AUTHORIZE THE COMPANY, FOR THE PURPOSE                                                 ISSUER                YES               FOR                    N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
 PURCHASES  SECTION 163 OF THE ACT  OF UP TO 586,415,642
 ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
 AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006 ;
 THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY


PROPOSAL #S.15: AMEND ARTICLE 48A OF THE ARTICLES OF                                                   ISSUER                YES               FOR                    N/A
ASSOCIATION

PROPOSAL #S.16: AMEND THE ARTICLE 154.2 OF THE ARTICLES                                                ISSUER                YES               FOR                    N/A
OF ASSOCIATION

PROPOSAL #S.17: AMEND THE ARTICLE 81 OF THE ARTICLE OF                                                 ISSUER                YES               FOR                    N/A
ASSOCIATION



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GLOBALSANTAFE CORPORATION
  TICKER:                        GSF                    CUSIP:         G3930E101
  MEETING DATE:                  6/7/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: NADER H. SULTAN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RICHARD L. GEORGE                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: STEPHEN J. SOLARZ                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO AMEND THE COMPANY'S 2003 LONG-                                               ISSUER                YES               FOR                    FOR
TERM INCENTIVE PLAN TO REDUCE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND INCREASE THE
NUMBER OF SUCH SHARES AVAILABLE FOR FULL-VALUE STOCK
AWARDS.

PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF                                                    ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2005.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GOLDEN WEST FINANCIAL CORPORATION
  TICKER:                        GDW                    CUSIP:         381317106
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: LOUIS J. GALEN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANTONIA HERNANDEZ                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BERNARD A. OSHER                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF THE 2005 STOCK INCENTIVE PLAN.                                               ISSUER                YES               FOR                    FOR


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, 2005.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        GOODRICH CORPORATION
  TICKER:                        GR                     CUSIP:         382388106
  MEETING DATE:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR.                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARSHALL O. LARSEN                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JAMES W. GRIFFITH                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: DOUGLAS E. OLESEN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DIANE C. CREEL                                                                   ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: ALFRED M. RANKIN, JR.                                                            ISSUER                YES               FOR                    FOR

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

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

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.

PROPOSAL #03: APPROVE AN AMENDMENT AND RESTATEMENT OF                                                  ISSUER                YES               FOR                    FOR
THE 2001 STOCK OPTION PLAN.

PROPOSAL #04: APPROVE AN AMENDMENT AND RESTATEMENT OF                                                  ISSUER                YES               FOR                    FOR
THE SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        HCA INC.
  TICKER:                        HCA                    CUSIP:         404119109
  MEETING DATE:                  5/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MARTIN FELDSTEIN                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: T.F. FRIST, JR., M.D.                                                            ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: M.H. AVERHOFF, M.D.                                                              ISSUER                YES               FOR                    FOR

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

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

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

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

ELECTION OF DIRECTOR: FREDERICK W. GLUCK                                                               ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: C.O. HOLLIDAY, JR.                                                               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

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 2005 EQUITY INCENTIVE                                                ISSUER                YES               FOR                    FOR
PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        HEALTH NET, INC.
  TICKER:                        HNT                    CUSIP:         42222G108
  MEETING DATE:                  5/12/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: GALE S. FITZGERALD                                                               ISSUER                YES            WITHHOLD                AGAINST

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




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

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

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

ELECTION OF DIRECTOR: FREDERICK C. YEAGER                                                              ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: PATRICK FOLEY                                                                    ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: TO APPROVE THE HEALTH NET, INC. 2006                                                     ISSUER                YES             AGAINST                AGAINST
EXECUTIVE OFFICER INCENTIVE PLAN.

PROPOSAL #03: TO APPROVE THE HEALTH NET, INC. 2005 LONG-                                               ISSUER                YES               FOR                    FOR
TERM INCENTIVE PLAN.

PROPOSAL #04: TO RATIFY THE SELECTION OF DELOITTE &                                                    ISSUER                YES               FOR                    FOR
TOUCHE LLP AS HEALTH NET'S INDEPENDENT REGISTERED PUBLIC
 ACCOUNTANTS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        HEWLETT-PACKARD COMPANY
  TICKER:                        HPQ                    CUSIP:         428236103
  MEETING DATE:                  3/16/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: T.J. PERKINS                                                                     ISSUER                YES               FOR                    FOR

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

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

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.A. HACKBORN                                                                    ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS                                                  ISSUER                YES               FOR                    FOR
HEWLETT-PACKARD COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31,
2005

PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE HEWLETT-                                                 ISSUER                YES               FOR                    FOR
PACKARD COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        HUBBELL INCORPORATED
  TICKER:                        HUBA                   CUSIP:         443510201
  MEETING DATE:                  5/2/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: D. MEYER                                                                         ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: T. POWERS                                                                        ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R. SWIFT                                                                         ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: J. HOFFMAN                                                                       ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: G. RATCLIFFE                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G. EDWARDS                                                                       ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: D. VAN RIPER                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: A. MCNALLY IV                                                                    ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: E. BROOKS                                                                        ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: RATIFICATION OF THE SELECTION OF                                                         ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE YEAR 2005.

PROPOSAL #03: APPROVAL OF THE COMPANY'S 2005 INCENTIVE                                                 ISSUER                YES             AGAINST                AGAINST
AWARD PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        INGRAM MICRO INC.
  TICKER:                        IM                     CUSIP:         457153104
  MEETING DATE:                  6/1/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: HOWARD I. ATKINS*                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: KENT B. FOSTER*                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: KEVIN M. MURAI**                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LINDA FAYNE LEVINSON*                                                            ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARTHA R. INGRAM*                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G.M.E. SPIERKEL***                                                               ISSUER                YES               FOR                    FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        INTERNATIONAL BUSINESS MACHINES CORP
  TICKER:                        IBM                    CUSIP:         459200101
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: C. BLACK                                                                         ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: M.L. ESKEW                                                                       ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: J. DORMANN                                                                       ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: C. GHOSN                                                                         ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: M. MAKIHARA                                                                      ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: S. TAUREL                                                                        ISSUER                YES               FOR                    FOR

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




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

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT                                               ISSUER                YES               FOR                    FOR
 REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 24)

PROPOSAL #03: STOCKHOLDER PROPOSAL ON--CUMULATIVE VOTING                                             SHAREHOLDER             YES             AGAINST                  FOR
 (PAGE 25)

PROPOSAL #04: STOCKHOLDER PROPOSAL ON--PENSION AND                                                   SHAREHOLDER             YES             AGAINST                  FOR
RETIREMENT MEDICAL (PAGE 25)

PROPOSAL #05: STOCKHOLDER PROPOSAL ON--EXECUTIVE                                                     SHAREHOLDER             YES             AGAINST                  FOR
COMPENSATION (PAGE 27)

PROPOSAL #06: STOCKHOLDER PROPOSAL ON--EXPENSING STOCK                                               SHAREHOLDER             YES               FOR                  AGAINST
OPTIONS (PAGE 28)

PROPOSAL #07: STOCKHOLDER PROPOSAL ON--DISCLOSURE OF                                                 SHAREHOLDER             YES             AGAINST                  FOR
EXECUTIVE COMPENSATION (PAGE 29)

PROPOSAL #08: STOCKHOLDER PROPOSAL ON--OFFSHORING (PAGE                                              SHAREHOLDER             YES             ABSTAIN                AGAINST
30)
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        INTERNATIONAL PAPER COMPANY
  TICKER:                        IP                     CUSIP:         460146103
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: CHARLES R. SHOEMATE*                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM G. WALTER**                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT M. AMEN*                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SAMIR G. GIBARA*                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                                                 ISSUER                YES               FOR                    FOR
THE COMPANY'S INDEPENDENT AUDITOR FOR 2005.

PROPOSAL #03: PROPOSAL RELATING TO LIMITING COMPENSATION                                             SHAREHOLDER             YES             AGAINST                  FOR
 OF CHIEF EXECUTIVE OFFICER.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        IPC HOLDINGS, LTD.
  TICKER:                        IPCR                   CUSIP:         G4933P101
  MEETING DATE:                  6/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

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

ELECTION OF DIRECTOR: FRANK MUTCH                                                                      ISSUER                YES               FOR                    FOR

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

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

PROPOSAL #02: APPROVAL OF AMENDMENTS TO THE IPC                                                        ISSUER                YES               FOR                    FOR
HOLDINGS, LTD. STOCK OPTION PLAN.



PROPOSAL #03: APPOINTMENT AND REMUNERATION OF                                                          ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE
 COMPANY'S INDEPENDENT AUDITORS TO SERVE UNTIL THE
COMPANY'S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE
COMPENSATION FOR THE COMPANY'S INDEPENDENT AUDITORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        JONES APPAREL GROUP, INC.
  TICKER:                        JNY                    CUSIP:         480074103
  MEETING DATE:                  5/18/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: PETER BONEPARTH                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SIDNEY KIMMEL                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MICHAEL L. TARNOPOL                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MATTHEW H. KAMENS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LOWELL W. ROBINSON                                                               ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: HOWARD GITTIS                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GERALD C. CROTTY                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANTHONY F. SCARPA                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANN N. REESE                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF BDO SEIDMAN, LLP AS THE                                                  ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2005.

PROPOSAL #03: APPROVAL OF AN AMENDMENT TO THE 1999 STOCK                                               ISSUER                YES               FOR                    FOR
 INCENTIVE PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        JPMORGAN CHASE & CO.
  TICKER:                        JPM                    CUSIP:         46625H100
  MEETING DATE:                  5/17/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: WILLIAM H. GRAY III                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM C. WELDON                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: STEPHEN B. BURKE                                                                 ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN                                                             ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: JAMES S. CROWN                                                                   ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: JAMES DIMON                                                                      ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: DAVID C. NOVAK                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LABAN P. JACKSON JR.                                                             ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: APPOINTMENT OF INDEPENDENT REGISTERED                                                    ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN                                                ISSUER                YES               FOR                    FOR

PROPOSAL #04: DIRECTOR TERM LIMITS                                                                   SHAREHOLDER             YES             AGAINST                  FOR

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

PROPOSAL #06: COMPETITIVE PAY                                                                        SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #07: RECOUP UNEARNED MANAGEMENT BONUSES                                                     SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        KIMBERLY-CLARK CORPORATION
  TICKER:                        KMB                    CUSIP:         494368103
  MEETING DATE:                  4/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: ROBERT W. DECHERD                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G. CRAIG SULLIVAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN F. BERGSTROM                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF AUDITORS                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING ADOPTION OF                                             SHAREHOLDER             YES             ABSTAIN                AGAINST
 GLOBAL HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL
LABOR ORGANIZATION CONVENTIONS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        LAM RESEARCH CORPORATION
  TICKER:                        LRCX                   CUSIP:         512807108
  MEETING DATE:                  11/4/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DAVID G. ARSCOTT                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GRANT M. INMAN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JACK R. HARRIS                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JAMES W. BAGLEY                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RICHARD J. ELKUS, JR.                                                            ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF                                                    ISSUER                YES               FOR                    FOR
ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR 2005.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        LEAR CORPORATION
  TICKER:                        LEA                    CUSIP:         521865105
  MEETING DATE:                  5/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: ANNE K. BINGAMAN                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CONRAD L. MALLETT JR.                                                            ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG                                                  ISSUER                YES               FOR                    FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 FOR 2005.

PROPOSAL #03: APPROVE THE LEAR CORPORATION ANNUAL                                                      ISSUER                YES               FOR                    FOR
INCENTIVE COMPENSATION PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        LEHMAN BROTHERS HOLDINGS INC.
  TICKER:                        LEH                    CUSIP:         524908100
  MEETING DATE:                  4/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOHN F. AKERS                                                                    ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: MICHAEL L. AINSLIE                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RICHARD S. FULD, JR.                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS                                                     ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR 2005.

PROPOSAL #03: APPROVAL OF 2005 STOCK INCENTIVE PLAN.                                                   ISSUER                YES             AGAINST                AGAINST

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING CEO                                                     SHAREHOLDER             YES             AGAINST                  FOR
COMPENSATION.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        LIBERTY PROPERTY TRUST
  TICKER:                        LRY                    CUSIP:         531172104
  MEETING DATE:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: FREDERICK F. BUCHHOLZ                                                            ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STEPHEN B. SIEGEL                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS C. DELOACH, JR.                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DANIEL P. GARTON                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF THE PROPOSAL TO RATIFY THE                                                   ISSUER                YES               FOR                    FOR
SELECTION OF ERNST & YOUNG LLP AS THE TRUST'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.

PROPOSAL #03: APPROVAL OF THE SHAREHOLDER PROPOSAL                                                   SHAREHOLDER             YES             AGAINST                  FOR
RELATING TO TRUSTEE ELECTION BY MAJORITY VOTE OF THE
SHAREHOLDERS.



PROPOSAL #04: APROVAL OF THE SHAREHOLDER PROPOSAL                                                    SHAREHOLDER             YES             ABSTAIN                AGAINST
RELATING TO THE ESTABLISHMENT OF A SPECIAL COMMITTEE TO
REVIEW ENVIRONMENTAL ISSUES.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        LIZ CLAIBORNE INC
  TICKER:                        LIZ                    CUSIP:         539320101
  MEETING DATE:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KAY KOPLOVITZ                                                                    ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: OLIVER R. SOCKWELL                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL R. CHARRON                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                                                       ISSUER                YES               FOR                    FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2005.

PROPOSAL #03: APPROVAL OF THE LIZ CLAIBORNE, INC.                                                      ISSUER                YES               FOR                    FOR
SECTION 162(M) LONG TERM PERFORMANCE PLAN.

PROPOSAL #04: APPROVAL OF THE LIZ CLAIBORNE, INC. 2005                                                 ISSUER                YES             AGAINST                AGAINST
STOCK INCENTIVE PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MAGNA INTERNATIONAL INC.
  TICKER:                        MGA                    CUSIP:         559222401
  MEETING DATE:                  5/3/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: FRANZ VRANITZKY                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: WILLIAM H. FIKE                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: SIEGFRIED WOLF                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ROYDEN R. RICHARDSON                                                             ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: MICHAEL D. HARRIS                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: KLAUS MANGOLD                                                                    ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: FRANK STRONACH                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: EDWARD C. LUMLEY                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: DONALD RESNICK                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: MANFRED GINGL                                                                    ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE                                               ISSUER                YES               FOR                    FOR
 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:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



ELECTION OF DIRECTOR: ADELE SIMMONS                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THE RT. HON. LORD LANG                                                           ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: STEPHEN R. HARDIS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MORTON O. SCHAPIRO                                                               ISSUER                YES            WITHHOLD                AGAINST

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

PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT                                                 ISSUER                YES               FOR                    FOR
REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDMENT OF MMC'S                                               ISSUER                YES             AGAINST                AGAINST
 EQUITY COMPENSATION PLANS TO PERMIT AN EXCHANGE OF
CERTAIN OPTIONS

PROPOSAL #04: STOCKHOLDER PROPOSAL: CEO COMPENSATION                                                 SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #05: STOCKHOLDER PROPOSAL: STOCK OPTION POLICY                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #06: STOCKHOLDER PROPOSAL: DIRECTOR ELECTION                                                SHAREHOLDER             YES             AGAINST                  FOR
VOTING STANDARD
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MARTIN MARIETTA MATERIALS, INC.
  TICKER:                        MLM                    CUSIP:         573284106
  MEETING DATE:                  5/24/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: LAREE E. PEREZ                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM B. SANSOM                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STEPHEN P. ZELNAK, JR.                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SUE W. COLE                                                                      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:                  5/2/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MARY M. BOIES                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM B. MILSTEAD                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS G. MURDOUGH, JR.                                                          ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: RANDOLPH D. LERNER                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JAMES H. BERICK                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: BRUCE L. HAMMONDS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BENJAMIN R. CIVILETTI                                                            ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: LAURA S. UNGER                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STUART L. MARKOWITZ                                                              ISSUER                YES               FOR                    FOR




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

PROPOSAL #03: STOCKHOLDER PROPOSAL                                                                   SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #04: STOCKHOLDER PROPOSAL                                                                   SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MCDONALD'S CORPORATION
  TICKER:                        MCD                    CUSIP:         580135101
  MEETING DATE:                  5/11/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

ELECTION OF DIRECTOR: HALL ADAMS, JR.                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANNE-MARIE SLAUGHTER                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CARY D. MCMILLAN                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF THE INDEPENDENT REGISTERED                                                   ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: APPROVAL OF A SHAREHOLDER PROPOSAL                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST
RELATING TO GENETIC ENGINEERING OF FOOD AND SEED
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MEADWESTVACO CORPORATION
  TICKER:                        MWV                    CUSIP:         583334107
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MICHAEL E. CAMPBELL                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J. LAWRENCE WILSON                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DUANE E. COLLINS                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DR. THOMAS W. COLE, JR.                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SUSAN J. KROPF                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP                                                ISSUER                YES               FOR                    FOR
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
2005.

PROPOSAL #03: APPROVAL OF THE MEADWESTVACO CORPORATION                                                 ISSUER                YES               FOR                    FOR
2005 PERFORMANCE INCENTIVE PLAN.

PROPOSAL #04: APPROVAL OF THE STOCKHOLDER PROPOSAL.                                                  SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MEDCO HEALTH SOLUTIONS, INC.
  TICKER:                        MHS                    CUSIP:         58405U102
  MEETING DATE:                  5/31/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BLENDA J. WILSON                                                                 ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: JOHN L. CASSIS                                                                   ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF                                                             ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
 PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.

PROPOSAL #03: PROPOSAL TO APPROVE THE 2002 STOCK                                                       ISSUER                YES               FOR                    FOR
INCENTIVE PLAN, AS AMENDED.

PROPOSAL #04: PROPOSAL TO APPROVE THE 2003 EMPLOYEE                                                    ISSUER                YES               FOR                    FOR
STOCK PURCHASE PLAN, AS AMENDED.

PROPOSAL #05: PROPOSAL TO APPROVE THE EXECUTIVE                                                        ISSUER                YES               FOR                    FOR
INCENTIVE COMPENSATION PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MERRILL LYNCH & CO., INC.
  TICKER:                        MER                    CUSIP:         590188108
  MEETING DATE:                  4/22/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: E. STANLEY O'NEAL                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HEINZ-JOACHIM NEUBURGER                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JILL K. CONWAY                                                                   ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: RATIFY APPOINTMENT OF DELOITTE & TOUCHE                                                  ISSUER                YES               FOR                    FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL #03: APPROVE THE DIRECTOR STOCK UNIT PLAN.                                                    ISSUER                YES             AGAINST                AGAINST

PROPOSAL #04: INSTITUTE CUMULATIVE VOTING.                                                           SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #05: LIMIT CHIEF EXECUTIVE OFFICER COMPENSATION.                                            SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        METLIFE, INC.
  TICKER:                        MET                    CUSIP:         59156R108
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: HELENE L. KAPLAN                                                                 ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: SYLVIA M. MATHEWS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CHERYL W. GRISE                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF DELOITTE &                                                ISSUER                YES               FOR                    FOR
TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2005

PROPOSAL #03: SHAREHOLDER PROPOSAL TO ESTABLISH A BOARD                                              SHAREHOLDER             YES             ABSTAIN                AGAINST
COMMITTEE TO REVIEW SALES PRACTICES
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MICROSOFT CORPORATION
  TICKER:                        MSFT                   CUSIP:         594918104
  MEETING DATE:                  11/9/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM H. GATES III                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STEVEN A. BALLMER                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JON A. SHIRLEY                                                                   ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: HELMUT PANKE                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CHARLES H. NOSKI                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAVID F. MARQUARDT                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: ADOPTION OF THE AMENDMENTS TO THE 2001                                                   ISSUER                YES               FOR                    FOR
STOCK PLAN AND THE 1991 STOCK OPTION PLAN

PROPOSAL #03: ADOPTION OF THE AMENDMENTS TO THE 1999                                                   ISSUER                YES               FOR                    FOR
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS AND THE STOCK OPTION
PLAN FOR CONSULTANTS AND ADVISORS

PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF THE                                                        ISSUER                YES               FOR                    FOR
PERFORMANCE CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN


PROPOSAL #05: RATIFICATION OF THE SELECTION OF DELOITTE                                                ISSUER                YES               FOR                    FOR
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        MORGAN STANLEY
  TICKER:                        MWD                    CUSIP:         617446448
  MEETING DATE:                  3/15/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: CHARLES F. KNIGHT                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: JOHN E. JACOB                                                                    ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MILES L. MARSH                                                                   ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE &                                                  ISSUER                YES               FOR                    FOR
TOUCHE LLP AS INDEPENDENT AUDITORS.

PROPOSAL #03: TO AMEND THE CERTIFICATE OF INCORPORATION                                                ISSUER                YES               FOR                    FOR
TO INSTITUTE ANNUAL ELECTION OF DIRECTORS.


PROPOSAL #04: SHAREHOLDER PROPOSAL TO LIMIT CEO                                                      SHAREHOLDER             YES             AGAINST                  FOR
COMPENSATION.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        NATIONAL CITY CORPORATION
  TICKER:                        NCC                    CUSIP:         635405103
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: J.T. GORMAN                                                                      ISSUER                YES               FOR                    FOR

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




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

ELECTION OF DIRECTOR: M. WEISS                                                                         ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: P.A. ORMOND                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G.L. SHAHEEN                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: D.A. DABERKO                                                                     ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: B.P. HEALY                                                                       ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: THE RATIFICATION OF THE AUDIT COMMITTEE'S                                                ISSUER                YES               FOR                    FOR
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        NORFOLK SOUTHERN CORPORATION
  TICKER:                        NSC                    CUSIP:         655844108
  MEETING DATE:                  5/12/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: GERALD L. BALILES                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: CHARLES W. MOORMAN, IV                                                           ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG                                                  ISSUER                YES               FOR                    FOR
LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS
AUDITORS.

PROPOSAL #03: APPROVAL OF THE NORFOLK SOUTHERN                                                         ISSUER                YES               FOR                    FOR
CORPORATION LONG-TERM INCENTIVE PLAN, AS AMENDED.

PROPOSAL #04: APPROVAL OF THE NORFOLK SOUTHERN                                                         ISSUER                YES               FOR                    FOR
CORPORATION EXECUTIVE MANAGEMENT INCENTIVE PLAN, AS
AMENDED.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        NORTEL NETWORKS CORPORATION
  TICKER:                        NT                     CUSIP:         656568102
  MEETING DATE:                  6/29/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOHN E. CLEGHORN                                                                 ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: ROBERT A. INGRAM                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN A. MACNAUGHTON                                                              ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: JALYNN H. BENNETT                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HON. JOHN P. MANLEY                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HON. JAMES B. HUNT, JR.                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HARRY J. PEARCE                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DR. MANFRED BISCHOFF                                                             ISSUER                YES               FOR                    FOR

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

PROPOSAL #2: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                                                   ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS.

PROPOSAL #3: THE ADOPTION OF THE NORTEL U.S. STOCK                                                     ISSUER                YES               FOR                    FOR
PURCHASE PLAN, THE NORTEL GLOBAL STOCK PURCHASE PLAN,
AND THE NORTEL STOCK PURCHASE PLAN FOR MEMBERS OF THE
NORTEL SAVINGS AND RETIREMENT PROGRAM.

PROPOSAL #4: THE ADOPTION OF THE NORTEL 2005 STOCK                                                     ISSUER                YES               FOR                    FOR
INCENTIVE PLAN.

PROPOSAL #5: SHAREHOLDER PROPOSAL NO. 1                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #6: SHAREHOLDER PROPOSAL NO. 2                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #7: SHAREHOLDER PROPOSAL NO. 3                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #8: SHAREHOLDER PROPOSAL NO. 4                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #9: SHAREHOLDER PROPOSAL NO. 5                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #010: SHAREHOLDER PROPOSAL NO. 6                                                            SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #011: SHAREHOLDER PROPOSAL NO. 7                                                            SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #012: SHAREHOLDER PROPOSAL NO. 8                                                            SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #013: SHAREHOLDER PROPOSAL NO. 9                                                            SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #014: SHAREHOLDER PROPOSAL NO. 10                                                           SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #015: SHAREHOLDER PROPOSAL NO. 11                                                           SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        NORTHEAST UTILITIES
  TICKER:                        NU                     CUSIP:         664397106
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOHN F. SWOPE                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SANFORD CLOUD, JR.                                                               ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: JOHN G. GRAHAM                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JAMES F. CORDES                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ELIZABETH T. KENNAN                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: E. GAIL DE PLANQUE                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: COTTON MATHER CLEVELAND                                                          ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: RICHARD H. BOOTH                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                                                 ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS FOR 2005.

PROPOSAL #03: AMENDMENT TO DECLARATION OF TRUST                                                        ISSUER                YES               FOR                    FOR
CONCERNING ELECTRONIC DISTRIBUTION OF NOTICES TO
SHAREHOLDERS AND VOTING METHODS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        NORTHWEST AIRLINES CORPORATION
  TICKER:                        NWAC                   CUSIP:         667280101
  MEETING DATE:                  6/30/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: FREDERIC V. MALEK                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: V.A. RAVINDRAN                                                                   ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LEO M. VAN WIJK                                                                  ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: JEFFREY G. KATZ                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DORIS KEARNS GOODWIN                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER                                                              ISSUER                YES            WITHHOLD                AGAINST

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

PROPOSAL #02: PROPOSAL TO APPROVE THE APPOINTMENT OF                                                   ISSUER                YES               FOR                    FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR 2005.

PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND                                                      ISSUER                YES             AGAINST                AGAINST
RESTATED NORTHWEST AIRLINES CORPORATION 1999 STOCK
INCENTIVE PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        OCCIDENTAL PETROLEUM CORPORATION
  TICKER:                        OXY                    CUSIP:         674599105
  MEETING DATE:                  5/6/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: ROSEMARY TOMICH                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SPENCER ABRAHAM                                                                  ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: RODOLFO SEGOVIA                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAY R. IRANI                                                                     ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: JOHN E. FEICK                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: IRVIN W. MALONEY                                                                 ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: AZIZ D. SYRIANI                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WALTER L. WEISMAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R. CHAD DREIER                                                                   ISSUER                YES               FOR                    FOR

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

PROPOSAL #03: APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN.                                               ISSUER                YES               FOR                    FOR


PROPOSAL #04: STOCKHOLDER STATEMENTS OPPOSING BOARD                                                  SHAREHOLDER             YES             AGAINST                  FOR
SPONSORED PROPOSALS.

PROPOSAL #05: VOTE REGARDING FUTURE GOLDEN PARACHUTES.                                               SHAREHOLDER             YES               FOR                  AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        OFFICE DEPOT, INC.
  TICKER:                        ODP                    CUSIP:         676220106
  MEETING DATE:                  5/13/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

ELECTION OF DIRECTOR: STEVE ODLAND                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: NEIL R. AUSTRIAN                                                                 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: JAMES L. HESKETT                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAVID W. BERNAUER                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAVID I. FUENTE                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ABELARDO E. BRU                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: W. SCOTT HEDRICK                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRENDA J. GAINES                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO RATIFY OUR AUDIT COMMITTEE'S                                                          ISSUER                YES               FOR                    FOR
APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
ACCOUNTANTS FOR THE TERM DESCRIBED IN THIS PROXY
STATEMENT.

PROPOSAL #03: TO CONSIDER A PROPOSAL FROM A SHAREHOLDER                                              SHAREHOLDER             YES             AGAINST                  FOR
RECOMMENDING: (I) THAT OUR BOARD AMEND THE BYLAWS TO
PROVIDE THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED BY THE
INTERNAL REVENUE CODE FOR DEDUCTIBILITY OF EMPLOYEE
REMUNERATION AND CERTAIN OTHER MATTERS, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.


PROPOSAL #04: TO CONSIDER A PROPOSAL FROM A SHAREHOLDER                                              SHAREHOLDER             YES             AGAINST                  FOR
RECOMMENDING THAT OUR BOARD OF DIRECTORS AMEND THE
GOVERNANCE DOCUMENTS (CERTIFICATE OF INCORPORATION OR
BYLAWS) OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
 SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING OF
SHAREHOLDERS.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PARKER-HANNIFIN CORPORATION
  TICKER:                        PH                     CUSIP:         701094104
  MEETING DATE:                  10/27/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: CANDY M. OBOURN                                                                  ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: HECTOR R. ORTINO                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: NICKOLAS W. VANDE STEEG                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                                                       ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FY05.

PROPOSAL #03: APPROVAL OF THE PARKER-HANNIFIN                                                          ISSUER                YES             AGAINST                AGAINST
CORPORATION 2004 NON-EMPLOYEE DIRECTORS  STOCK INCENTIVE
 PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PARTNERRE LTD.
  TICKER:                        PRE                    CUSIP:         G6852T105
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JURGEN ZECH                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PATRICK A. THIELE                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JUDITH HANRATTY                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: REMY SAUTTER                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO APPROVE THE PARTNERRE LTD. 2005                                                       ISSUER                YES               FOR                    FOR
EMPLOYEE EQUITY PLAN AND THE RESERVATION OF 1,000,000
ADDITIONAL COMMON SHARES FOR ISSUANCE UNDER THE 2005
EMPLOYEE EQUITY PLAN.

PROPOSAL #03: TO APPROVE AN INCREASE IN THE AUTHORIZED                                                 ISSUER                YES               FOR                    FOR
SHARE CAPITAL OF THE COMPANY FROM US$150,000,000 TO
US$200,000,000 BY THE CREATION OF 50,000,000
UNDESIGNATED SHARES PAR VALUE US$1.00 PER SHARE.

PROPOSAL #04: TO RE-APPOINT DELOITTE & TOUCHE, THE                                                     ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE ENSUING PERIOD
ENDING WITH THE 2006 ANNUAL GENERAL MEETING AND TO REFER
 THE DETERMINATION OF AUDITORS  REMUNERATION TO THE
BOARD OF DIRECTORS.

PROPOSAL #05: TO CONSIDER AND TAKE ACTION WITH RESPECT                                                 ISSUER                YES             AGAINST                AGAINST
TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL GENERAL MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PEPSICO, INC.
  TICKER:                        PEP                    CUSIP:         713448108
  MEETING DATE:                  5/4/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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



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

ELECTION OF DIRECTOR: S.S REINEMUND                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: S.P. ROCKEFELLER                                                                 ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: J.J. SCHIRO                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J.F. AKERS                                                                       ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: D. VASELLA                                                                       ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF AUDITORS                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #03: SHAREHOLDER PROPOSAL                                                                   SHAREHOLDER             YES             ABSTAIN                AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PETRO-CANADA
  TICKER:                        PCZ                    CUSIP:         71644E102
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: PAUL D. MELNUK                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GAIL COOK-BENNETT                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS E. KIERANS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RON A. BRENNEMAN                                                                 ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: PAUL HASELDONCKX                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ANGUS A. BRUNEAU                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GUYLAINE SAUCIER                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JAMES W. SIMPSON                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CLAUDE FONTAINE                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRIAN F. MACNEILL                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MAUREEN MCCAW                                                                    ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                                                  ISSUER                YES               FOR                    FOR
AUDITORS OF THE COMPANY

PROPOSAL #03: A RESOLUTION AMENDING THE EMPLOYEE STOCK                                                 ISSUER                YES               FOR                    FOR
OPTION PLAN, AS SET OUT IN SCHEDULE  A  TO THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR

PROPOSAL #04: A RESOLUTION TO REPEAL BY-LAW NO. 2, AS                                                  ISSUER                YES               FOR                    FOR
SET OUT IN SCHEDULE  B TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PETROLEO BRASILEIRO S.A. - PETROBRAS
  TICKER:                        PBR                    CUSIP:         71654V408
  MEETING DATE:                  3/31/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: APPROVAL OF THE MANAGEMENT REPORT, THE                                                   ISSUER                YES               FOR                    FOR
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2004.

PROPOSAL #02: APPROVAL OF THE CAPITAL EXPENDITURES                                                     ISSUER                YES               FOR                    FOR
BUDGET FOR THE FISCAL YEAR 2005.

PROPOSAL #03: APPROVAL OF THE DISTRIBUTION OF RESULTS                                                  ISSUER                YES               FOR                    FOR
FOR THE FISCAL YEAR 2004.

PROPOSAL #04: APPROVAL OF THE ELECTION OF MEMBERS TO THE                                               ISSUER                YES               FOR                    FOR
 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 #05: APPROVAL OF THE ELECTION OF THE CHAIRMAN                                                 ISSUER                YES               FOR                    FOR
OF THE BOARD OF DIRECTORS.

PROPOSAL #06: APPROVAL OF THE ESTABLISHMENT OF THE                                                     ISSUER                YES             AGAINST                AGAINST
COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY'S
BYLAWS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PFIZER INC.
  TICKER:                        PFE                    CUSIP:         717081103
  MEETING DATE:                  4/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: RUTH J. SIMMONS                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY III                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DANA G. MEAD                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.                                                           ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: W. DON CORNWELL                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STANLEY O. IKENBERRY                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT N. BURT                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MICHAEL S. BROWN                                                                 ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: JEAN-PAUL VALLES                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GEORGE A. LORCH                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CONSTANCE J. HORNER                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: A PROPOSAL TO RATIFY THE APPOINTMENT OF                                                  ISSUER                YES               FOR                    FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.



PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO TERM                                                  SHAREHOLDER             YES             AGAINST                  FOR
LIMITS FOR DIRECTORS.

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING A REPORT                                               SHAREHOLDER             YES             ABSTAIN                AGAINST
ON INCREASING ACCESS TO PFIZER PRODUCTS.

PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO                                                       SHAREHOLDER             YES             ABSTAIN                AGAINST
IMPORTATION OF PRESCRIPTION DRUGS.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL                                             SHAREHOLDER             YES             ABSTAIN                AGAINST
 CONTRIBUTIONS.

PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO PRODUCT                                               SHAREHOLDER             YES             ABSTAIN                AGAINST
AVAILABILITY IN CANADA.

PROPOSAL #08: SHAREHOLDER PROPOSAL RELATING TO THE                                                   SHAREHOLDER             YES             AGAINST                  FOR
SEPARATION OF THE ROLES OF CHAIR AND CEO AND ACCESS TO
PHARMACEUTICAL PRODUCTS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PHOSPHATE RESOURCE PARTNERS LTD. PAR
  TICKER:                        PLP                    CUSIP:         719217101
  MEETING DATE:                  10/19/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: PROPOSAL TO APPROVE THE MERGER AND THE                                                   ISSUER                YES               FOR                    FOR
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 17, 2004,
 AMONG IMC GLOBAL INC., PHOSPHATE RESOURCE PARTNERS
LIMITED PARTNERSHIP AND CERTAIN OTHER PARTIES, PURSUANT
TO WHICH PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
 WILL MERGE WITH A SUBSIDIARY OF IMC GLOBAL INC., AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        PRAXAIR, INC.
  TICKER:                        PX                     CUSIP:         74005P104
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: IRA D. HALL                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOSE ALVES                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAYMOND W. LEBOEUF                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT L. WOOD                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WAYNE T. SMITH                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO APPROVE A NON-EMPLOYEE                                                       ISSUER                YES               FOR                    FOR
DIRECTORS  EQUITY COMPENSATION PLAN.

PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF THE                                                ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITOR.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        RENAISSANCERE HOLDINGS LTD.
  TICKER:                        RNR                    CUSIP:         G7496G103
  MEETING DATE:                  8/31/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: TO APPROVE THE RENAISSANCERE HOLDINGS LTD.                                               ISSUER                YES               FOR                    FOR
 2004 STOCK INCENTIVE PLAN.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        RENAISSANCERE HOLDINGS LTD.
  TICKER:                        RNR                    CUSIP:         G7496G103
  MEETING DATE:                  6/9/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: BRIAN R. HALL                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDMUND B. GREENE                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JEAN D. HAMILTON                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SCOTT E. PARDEE                                                                  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 2005 FISCAL YEAR UNTIL OUR 2006 ANNUAL
MEETING, AND TO REFER THE DETERMINATION OF THE AUDITORS
 REMUNERATION TO THE BOARD.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        REPUBLIC SERVICES, INC.
  TICKER:                        RSG                    CUSIP:         760759100
  MEETING DATE:                  5/12/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JAMES E. O'CONNOR                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: W. LEE NUTTER                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MICHAEL W. WICKHAM                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HARRIS W. HUDSON                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ALLAN C. SORENSEN                                                                ISSUER                YES               FOR                    FOR

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

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

PROPOSAL #03: STOCKHOLDER PROPOSAL TO REQUIRE                                                        SHAREHOLDER             YES               FOR                  AGAINST
STOCKHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ROSS STORES, INC.
  TICKER:                        ROST                   CUSIP:         778296103
  MEETING DATE:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: STUART G. MOLDAW                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DONALD H. SEILER                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: GEORGE P. ORBAN                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: 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 28, 2006.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        ROYAL DUTCH PETROLEUM COMPANY
  TICKER:                        RD                     CUSIP:         780257804
  MEETING DATE:                  6/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #02: ANNUAL ACCOUNTS 2004                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #03B: DECLARATION OF THE TOTAL DIVIDEND FOR THE                                               ISSUER                YES               FOR                    FOR
 YEAR 2004

PROPOSAL #04A: DISCHARGE OF THE MANAGING DIRECTORS                                                     ISSUER                YES             AGAINST                AGAINST

PROPOSAL #4B: DISCHARGE OF THE MEMBERS OF THE                                                          ISSUER                YES             AGAINST                AGAINST
SUPERVISORY BOARD

PROPOSAL #05: APPOINTMENT OF MR. L.R. RICCIARDI AS A                                                   ISSUER                YES               FOR                    FOR
MEMBER OF THE SUPERVISORY BOARD

PROPOSAL #06: AUTHORIZATION FOR THE ACQUISITION OF                                                     ISSUER                YES               FOR                    FOR
ORDINARY SHARES

PROPOSAL #07: CANCELLATION OF THE ORDINARY SHARES HELD                                                 ISSUER                YES               FOR                    FOR
BY THE COMPANY

PROPOSAL #9B: APPROVAL OF THE IMPLEMENTATION AGREEMENT                                                 ISSUER                YES             AGAINST                AGAINST

PROPOSAL #10: PROPOSAL TO AMEND THE ARTICLES OF                                                        ISSUER                YES               FOR                    FOR
ASSOCIATION OF THE COMPANY

PROPOSAL #11A: APPOINTMENT OF MR A.G. JACOBS AS A NON-                                                 ISSUER                YES               FOR                    FOR
EXECUTIVE DIRECTOR

PROPOSAL #11B: APPOINTMENT OF MS CH. MORIN-POSTEL AS A                                                 ISSUER                YES               FOR                    FOR
NON-EXECUTIVE DIRECTOR

PROPOSAL #11C: APPOINTMENT OF MR A.A. LOUDON AS A NON-                                                 ISSUER                YES               FOR                    FOR
EXECUTIVE DIRECTOR

PROPOSAL #11D: APPOINTMENT OF MR L.R. RICCIARDI AS A                                                   ISSUER                YES               FOR                    FOR
NON-EXECUTIVE DIRECTOR

PROPOSAL #12: ADOPTION OF THE REMUNERATION POLICY FOR                                                  ISSUER                YES               FOR                    FOR
THE BOARD OF DIRECTORS

PROPOSAL #13: APPROVAL OF AMENDED LONG-TERM INCENTIVE                                                  ISSUER                YES               FOR                    FOR
PLAN

PROPOSAL #14: APPROVAL OF AMENDED RESTRICTED SHARE PLAN                                                ISSUER                YES               FOR                    FOR

PROPOSAL #15: APPROVAL OF AMENDED DEFERRED BONUS PLAN                                                  ISSUER                YES               FOR                    FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SAFEWAY INC.
  TICKER:                        SWY                    CUSIP:         786514208
  MEETING DATE:                  5/25/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: STEVEN A. BURD                                                                   ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: REBECCA A. STIRN                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAYMOND G. VIAULT                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL HAZEN                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MOHAN GYANI                                                                      ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: DOUGLAS J. MACKENZIE                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JANET E. GROVE                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                                                  ISSUER                YES               FOR                    FOR
INDEPENDENT AUDITORS FOR FISCAL YEAR 2005.

PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE                                             SHAREHOLDER             YES             AGAINST                  FOR
 VOTING.

PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING THE SALE                                               SHAREHOLDER             YES             AGAINST                  FOR
OF SAFEWAY TO THE HIGHEST BIDDER.

PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING AN                                                     SHAREHOLDER             YES             AGAINST                  FOR
INDEPENDENT DIRECTOR AS CHAIRMAN OF THE BOARD.

PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT THE                                               SHAREHOLDER             YES             ABSTAIN                AGAINST
COMPANY ISSUE AN ANNUAL SUSTAINABILITY REPORT.

PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THAT 50%                                               SHAREHOLDER             YES             AGAINST                  FOR
OF EACH DIRECTOR'S COMPENSATION BE PAID IN RESTRICTED
STOCK.

PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING MAJORITY                                               SHAREHOLDER             YES             AGAINST                  FOR
VOTE FOR ELECTION OF DIRECTORS.

PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING                                                        SHAREHOLDER             YES             AGAINST                  FOR
INDEPENDENT BOARD COMMITTEES.

PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING AN OFFICE                                              SHAREHOLDER             YES             AGAINST                  FOR
OF THE BOARD OF DIRECTORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SANMINA-SCI CORPORATION
  TICKER:                        SANM                   CUSIP:         800907107
  MEETING DATE:                  2/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: RANDY W. FURR                                                                    ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: NEIL R. BONKE                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARIO M. ROSATI                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: JURE SOLA                                                                        ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: A. EUGENE SAPP, JR.                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WAYNE SHORTRIDGE                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ALAIN COUDER                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG                                               ISSUER                YES               FOR                    FOR
 LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
 SANMINA-SCI FOR ITS FISCAL YEAR ENDING OCTOBER 1, 2005.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SANOFI-AVENTIS
  TICKER:                        SNY                    CUSIP:         80105N105
  MEETING DATE:                  12/23/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



PROPOSAL #01: RESOLUTION 1                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #02: RESOLUTION 2                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #03: RESOLUTION 3                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #04: RESOLUTION 4                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #05: RESOLUTION 5                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #06: RESOLUTION 6                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #07: RESOLUTION 7                                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #08: RESOLUTION 8                                                                             ISSUER                YES               FOR                    FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SANOFI-AVENTIS
  TICKER:                        SNY                    CUSIP:         80105N105
  MEETING DATE:                  5/31/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: APPROVAL OF THE INDIVIDUAL COMPANY                                                       ISSUER                YES               FOR                    FOR
FINANCIAL STATEMENTS

PROPOSAL #02: APPROVAL OF THE CONSOLIDATED FINANCIAL                                                   ISSUER                YES               FOR                    FOR
STATEMENTS

PROPOSAL #03: APPROPRIATION OF PROFITS; DECLARATION OF                                                 ISSUER                YES               FOR                    FOR
DIVIDEND

PROPOSAL #04: APPROVAL OF TRANSACTIONS COVERED BY THE                                                  ISSUER                YES               FOR                    FOR
STATUTORY AUDITORS SPECIAL REPORT

PROPOSAL #05: REAPPOINTMENT OF A STATUTORY AUDITOR                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #06: REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR                                              ISSUER                YES               FOR                    FOR


PROPOSAL #07: AUTHORIZATION TO THE BOARD OF DIRECTORS TO                                               ISSUER                YES               FOR                    FOR
 CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY


PROPOSAL #08: TERMINATION OF THE AUTHORITY TO ISSUE BONDS                                              ISSUER                YES               FOR                    FOR


PROPOSAL #09: TO CARRY OUT INCREASES IN THE SHARE                                                      ISSUER                YES               FOR                    FOR
CAPITAL BY ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED

PROPOSAL #10: TO CARRY OUT INCREASES IN THE SHARE                                                      ISSUER                YES             AGAINST                AGAINST
CAPITAL BY ISSUANCE, WITHOUT PREEMPTIVE RIGHTS

PROPOSAL #11: TO CARRY OUT INCREASES IN THE SHARE                                                      ISSUER                YES               FOR                    FOR
CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES,
PROFITS OR OTHER ITEMS

PROPOSAL #12: TO INCREASE THE NUMBER OF SHARES TO BE                                                   ISSUER                YES             AGAINST                AGAINST
ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR
WITHOUT PREEMPTIVE RIGHTS

PROPOSAL #13: TO CARRY OUT INCREASES IN THE SHARE                                                      ISSUER                YES               FOR                    FOR
CAPITAL BY ISSUANCE OF SHARES RESERVED FOR EMPLOYEES
WITH WAIVER OF PREEMPTIVE RIGHTS

PROPOSAL #14: DELEGATION TO THE BOARD OF DIRECTORS OF                                                  ISSUER                YES               FOR                    FOR
AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES

PROPOSAL #15: DELEGATION TO THE BOARD TO ALLOT EXISTING                                                ISSUER                YES             AGAINST                AGAINST
OR NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP



PROPOSAL #16: DELEGATION TO THE BOARD OF DIRECTORS OF                                                  ISSUER                YES               FOR                    FOR
POWERS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES

PROPOSAL #17: POWERS FOR THE ACCOMPLISHMENT OF                                                         ISSUER                YES               FOR                    FOR
FORMALITIES
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SANOFI-AVENTIS
  TICKER:                        N/A                    CUSIP:         N/A
  MEETING DATE:                  5/31/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #O.1: ACKNOWLEDGE THE REPORT OF THE BOARD OF                                                  ISSUER                NO                N/A                    N/A
DIRECTORS AND THE GENERAL REPORT OF THE AUDITORS AND
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING

PROPOSAL #O.2: ACKNOWLEDGE THE REPORTS OF THE BOARD OF                                                 ISSUER                NO                N/A                    N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING

PROPOSAL #O.3: APPROVE THE TRANSFER OF THE AMOUNT OF EUR                                               ISSUER                NO                N/A                    N/A
 200,000,000.00, PURSUANT TO THE ARTICLE 39 OF THE
AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
   AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS BEING TAKEN IN TO ACCOUNT (EUR
4,987,500.00) ; DISTRIBUTABLE PROFITS : EUR
3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR
1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR
1,318,895,125.38; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005

PROPOSAL #O.4: ACKNOWLEDGE THE SPECIAL REPORT OF THE                                                   ISSUER                NO                N/A                    N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
 AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN

PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF                                                  ISSUER                NO                N/A                    N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITORS
FOR A PERIOD OF 6 YEARS

PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF                                                  ISSUER                NO                N/A                    N/A
MR. PIERRE COLL AS PRICEWATERHOUSECOOPERS AUDIT'S DEPUTY
 AUDITOR FOR A PERIOD OF 6 YEARS

PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                    ISSUER                NO                N/A                    N/A
SUBSTITUTION FOR ANY EARLIER AUTHORITY, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
 GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL NOT
EXCEED EUR 12,702,638,858.00 AND, MAXIMUM NUMBER OF
SHARES TO BE TRADED: 10%;  AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
 FORMALITIES

PROPOSAL #O.8: APPROVE TO END TO THE DELEGATION GRANTED                                                ISSUER                NO                N/A                    N/A
TO THE BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6 AND
GIVEN BY THE GENERAL MEETING OF 13 JUN 2004, IN ORDER TO
 ISSUE BONDS



PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                    ISSUER                NO                N/A                    N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
 ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,400,000,000.00, BY WAY OF
ISSUING, WITH THE SHAREHOLDERS  PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED  THE PREFERENTIAL SHARE EXCLUDED ,
SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL MAXIMUM
 AMOUNT OF THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED BY THE
RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF THE PRESENT
MEETING IS SET AT EUR 1,600,000,000.00;  AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES

PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                   ISSUER                NO                N/A                    N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
 ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS  PREFERRED SUBSCRIPTION RIGHTS  THE
PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY SECURITIES
GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO THE
ALLOCATION OF DEBT SECURITIES; THE AMOUNT SHALL COUNT
AGAINST THE VALUE OF THE OVERALL CEILING SET FORTH IN
RESOLUTION OF THE PRESENT MEETING AND THOSE GRANTED BY
THE RESOLUTIONS ;  AUTHORITY IS GIVEN FOR A PERIOD OF 26
 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES

PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                   ISSUER                NO                N/A                    N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITY, TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
 IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
 500,000,000.00, BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS, PREMIUMS OR ANY OTHER MEANS PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE
 BY-LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF PAR VALUE OF EXISTING SHARES, OR
BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 9 OF THE PRESENT MEETING;  AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES


PROPOSAL #E.12: APPROVE THAT THE BOARD OF DIRECTORS MAY                                                ISSUER                NO                N/A                    N/A
DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
 IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME PRICE THAN
THE ONE OF THE INITIAL ISSUE  WITHIN THE LIMIT OF 15% OF
 THE INITIAL ISSUE ; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASED AGAINST THE OVERALL VALUE SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING;  AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS

PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                   ISSUER                NO                N/A                    N/A
SUBSTITUTION OF ALL AND ANY AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF
THE MEMBERS OF ONE OR MORE OF THE COMPANY SAVINGS PLANS
OF THE GROUP SANOFI-AVENTIS AND AN AMOUNT WHICH SHALL
NOT EXCEED 2% OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT WHICH COULD BE REALIZED ACCORDING TO THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
  AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES



PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                   ISSUER                NO                N/A                    N/A
SUBSTITUTION OF AL AND ANY EARLIER AUTHORITIES, TO
GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO SUBSCRIBE
 FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES
REPURCHASED BY THE COMPANY, PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH
SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE NOMINAL
MAXIMUM AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO SUBSCRIBE
FOR SHARES, IN ACCORDANCE WITH THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE CEILING SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING;  AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES


PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, TO                                                   ISSUER                NO                N/A                    N/A
PROCEED WITH THE ALLOCATIONS FREE OF CHARGE OF THE
COMPANY'S EXISTING SHARES OR TO BE ISSUED  THE
PREFERENTIAL SHARES BEING EXCLUDED , IN FAVOR OF
BENEFICIARIES TO BE CHOSEN FROM THE EMPLOYEES AND THE
OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE
CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
WHICH WOULD BE REALIZED IN ACCORDANCE WITH THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN
 THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES


PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, IN                                                   ISSUER                NO                N/A                    N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITIES, TO
REDUCE THE SHARE CAPITAL BY CANCELING THE COMPANY'S SELF
 DETAINED SHARES, IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
 IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE
CAPITAL;  AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ;
 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES

PROPOSAL #O.17: GRANT ALL POWERS TO THE BEARER OF A COPY                                               ISSUER                NO                N/A                    N/A
 OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SAPPI LIMITED
  TICKER:                        SPP                    CUSIP:         803069202
  MEETING DATE:                  3/7/2005                                                                                                                         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 JE
HEALEY

PROPOSAL #1B: CONFIRMATION OF APPOINTMENT OF DIRECTOR                                                  ISSUER                YES               FOR                    N/A
APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING: MS B
RADEBE

PROPOSAL #1C: RE-ELECTION OF RETIRING DIRECTOR: MR DC                                                  ISSUER                YES               FOR                    N/A
BRINK

PROPOSAL #1D: RE-ELECTION OF RETIRING DIRECTOR: PROF M                                                 ISSUER                YES               FOR                    N/A
FELDBERG



PROPOSAL #1E: RE-ELECTION OF RETIRING DIRECTOR: MR W                                                   ISSUER                YES               FOR                    N/A
PFARL

PROPOSAL #1F: RE-ELECTION OF RETIRING DIRECTOR: DR FA                                                  ISSUER                YES               FOR                    N/A
SONN

PROPOSAL #O1: ADOPTION OF THE SAPPI LIMITED PERFORMANCE                                                ISSUER                YES               FOR                    N/A
SHARE INCENTIVE PLAN

PROPOSAL #O2: SPECIFIC APPROVAL TO UTILISE TREASURY                                                    ISSUER                YES               FOR                    N/A
SHARES FOR THE SAPPI SHARE INCENTIVE SCHEME

PROPOSAL #O3: PLACING 24,000,000 OF THE UNISSUED                                                       ISSUER                YES               FOR                    N/A
ORDINARY SHARES IN THE AUTHORISED SHARE CAPITAL OF SAPPI


PROPOSAL #O4: INCREASE IN DIRECTORS  FEES                                                              ISSUER                YES               FOR                    N/A

PROPOSAL #O5: AUTHORITY FOR DIRECTORS TO SIGN ALL                                                      ISSUER                YES               FOR                    N/A
DOCUMENTS AND DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
THE ABOVE RESOLUTIONS

PROPOSAL #S1: A GENERAL APPROVAL FOR SAPPI AND ITS                                                     ISSUER                YES               FOR                    N/A
SUBSIDIARIES TO ACQUIRE SAPPI LIMITED SHARES
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SBC COMMUNICATIONS INC.
  TICKER:                        SBC                    CUSIP:         78387G103
  MEETING DATE:                  4/29/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: LYNN M. MARTIN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PATRICIA P. UPTON                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARY S. METZ                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GILBERT F. AMELIO                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARTIN K. EBY, JR.                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: TONI REMBE                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: S. DONLEY RITCHEY                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOYCE M. ROCHE                                                                   ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: AUGUST A. BUSCH III                                                              ISSUER                YES               FOR                    FOR

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

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

PROPOSAL #03: APPROVAL OF STOCK PURCHASE AND DEFERRAL                                                  ISSUER                YES               FOR                    FOR
PLAN

PROPOSAL #04: STOCKHOLDER PROPOSAL A                                                                 SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #05: STOCKHOLDER PROPOSAL B                                                                 SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #06: STOCKHOLDER PROPOSAL C                                                                 SHAREHOLDER             YES             AGAINST                  FOR




PROPOSAL #07: STOCKHOLDER PROPOSAL D                                                                 SHAREHOLDER             YES               FOR                  AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SEMPRA ENERGY
  TICKER:                        SRE                    CUSIP:         816851109
  MEETING DATE:                  4/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DENISE K. FLETCHER                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RICHARD A. COLLATO                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM C. RUSNACK                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE                                                              ISSUER                YES               FOR                    FOR

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

PROPOSAL #03: PROPOSAL REGARDING STOCK OPTION EXPENSING                                              SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #04: PROPOSAL REGARDING ANNUAL ELECTION OF                                                  SHAREHOLDER             YES               FOR                  AGAINST
DIRECTORS

PROPOSAL #05: PROPOSAL REGARDING PERFORMANCE-BASED STOCK                                             SHAREHOLDER             YES             AGAINST                  FOR
 OPTIONS

PROPOSAL #06: PROPOSAL REGARDING SHAREHOLDER RIGHTS PLAN                                             SHAREHOLDER             YES               FOR                  AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SMURFIT-STONE CONTAINER CORPORATION
  TICKER:                        SSCC                   CUSIP:         832727101
  MEETING DATE:                  5/11/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JERRY K. PEARLMAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM T. LYNCH, JR.                                                            ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: THOMAS A. REYNOLDS, III                                                          ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: JAMES J. O'CONNOR                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: CONNIE K. DUCKWORTH                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ALAN E. GOLDBERG                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PATRICK J. MOORE                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST &                                               ISSUER                YES               FOR                    FOR
 YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SOLECTRON CORPORATION
  TICKER:                        SLR                    CUSIP:         834182107
  MEETING DATE:                  1/13/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DR. PAUL R. LOW                                                                  ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: RICHARD A. D'AMORE                                                               ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: H. PAULETT EBERHART                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CYRIL YANSOUNI                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: C. WESLEY M. SCOTT                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HEINZ FRIDRICH                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                                                 ISSUER                YES               FOR                    FOR
THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL
YEAR ENDING AUGUST 31, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        STAPLES, INC.
  TICKER:                        SPLS                   CUSIP:         855030102
  MEETING DATE:                  6/13/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: RICHARD J. CURRIE                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ROWLAND T. MORIARTY                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRENDA C. BARNES                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: MARY ELIZABETH BURTON                                                            ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO APPROVE STAPLES  AMENDED AND RESTATED                                                 ISSUER                YES             AGAINST                AGAINST
2004 STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER OF
 SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLAN.

PROPOSAL #03: TO RATIFY THE SELECTION BY THE AUDIT                                                     ISSUER                YES               FOR                    FOR
COMMITTEE OF ERNST & YOUNG LLP AS STAPLES  INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
 YEAR.

PROPOSAL #04: TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM                                             SHAREHOLDER             YES             AGAINST                  FOR
 OR VOTE POISON PILL.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SUNTRUST BANKS, INC.
  TICKER:                        STI                    CUSIP:         867914103
  MEETING DATE:                  9/15/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



PROPOSAL #01: TO APPROVE THE ISSUANCE OF SUNTRUST COMMON                                               ISSUER                YES               FOR                    FOR
 STOCK TO NATIONAL COMMERCE FINANCIAL CORPORATION
SHAREHOLDERS IN THE MERGER PURSUANT TO THE AGREEMENT AND
 PLAN OF MERGER, DATED AS OF MAY 7, 2004, BY AND BETWEEN
 SUNTRUST BANKS, INC. AND NATIONAL COMMERCE FINANCIAL
CORPORATION (THE  MERGER AGREEMENT ), AS DESCRIBED IN
THE JOINT PROXY STATEMENT-PROSPECTUS AND THE MERGER
AGREEMENT.

PROPOSAL #02: TO ADJOURN OR POSTPONE THE SUNTRUST                                                      ISSUER                YES               FOR                    FOR
SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SUNTRUST BANKS, INC.
  TICKER:                        STI                    CUSIP:         867914103
  MEETING DATE:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS*                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS M GARROTT III***                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS C FARNSWORTH JR*                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PHAIL WYNN, JR.**                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PATRICIA C. FRIST*                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: L. PHILLIP HUMANN*                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: E. NEVILLE ISDELL***                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BLAKE P. GARRETT, JR.*                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: M. DOUGLAS IVESTER*                                                              ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF                                                    ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2005.

PROPOSAL #03: PROPOSAL TO APPROVE THE MATERIAL TERMS OF                                                ISSUER                YES               FOR                    FOR
THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN.

PROPOSAL #04: PROPOSAL TO APPROVE THE MATERIAL TERMS OF                                                ISSUER                YES               FOR                    FOR
THE PERFORMANCE GOALS FOR THE SUNTRUST BANKS, INC.
PERFORMANCE UNIT PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        SUPERVALU INC.
  TICKER:                        SVU                    CUSIP:         868536103
  MEETING DATE:                  6/15/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MARISSA PETERSON                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GARNETT L. KEITH JR.                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDWIN C. GAGE                                                                    ISSUER                YES            WITHHOLD                AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                                                 ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED ACCOUNTANTS

PROPOSAL #03: AMENDMENTS TO THE SUPERVALU INC. 2002                                                    ISSUER                YES             AGAINST                AGAINST
STOCK PLAN



PROPOSAL #04: TO CONSIDER AND VOTE ON A STOCKHOLDER                                                  SHAREHOLDER             YES             AGAINST                  FOR
PROPOSAL
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TARGET CORPORATION
  TICKER:                        TGT                    CUSIP:         87612E106
  MEETING DATE:                  5/18/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS                                                      ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TELLABS, INC.
  TICKER:                        TLAB                   CUSIP:         879664100
  MEETING DATE:                  4/21/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: FRANK IANNA                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: S. PACE MARSHALL, PH.D.                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WILLIAM F. SOUDERS                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF THE 2005 TELLABS, INC.                                                       ISSUER                YES               FOR                    FOR
EMPLOYEE STOCK PURCHASE PLAN

PROPOSAL #03: RATIFICATION OF ERNST & YOUNG LLP AS                                                     ISSUER                YES               FOR                    FOR
AUDITORS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TERADYNE, INC.
  TICKER:                        TER                    CUSIP:         880770102
  MEETING DATE:                  5/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JAMES W. BAGLEY                                                                  ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: VINCENT M. O'REILLY                                                              ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO RATIFY THE SELECTION OF                                                               ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TEXTRON INC.
  TICKER:                        TXT                    CUSIP:         883203101
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DAIN M. HANCOCK                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL E. GAGNE                                                                    ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: THOMAS B. WHEELER                                                                ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: H. JESSE ARNELLE                                                                 ISSUER                YES               FOR                    FOR

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

PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO BOARD                                                 SHAREHOLDER             YES             AGAINST                  FOR
CHAIR AND CEO SEPARATION

PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO                                                       SHAREHOLDER             YES             AGAINST                  FOR
PERFORMANCE-BASED OPTIONS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE ALLSTATE CORPORATION
  TICKER:                        ALL                    CUSIP:         020002101
  MEETING DATE:                  5/17/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: W. JAMES FARRELL                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RONALD T. LEMAY                                                                  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: JAMES G. ANDRESS                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J. CHRISTOPHER REYES                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: H. JOHN RILEY, JR.                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: F. DUANE ACKERMAN                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDWARD M. LIDDY                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDWARD A. BRENNAN                                                                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 2005.

PROPOSAL #03: PROVIDE CUMULATIVE VOTING FOR BOARD OF                                                 SHAREHOLDER             YES             AGAINST                  FOR
DIRECTORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE BOEING COMPANY
  TICKER:                        BA                     CUSIP:         097023105
  MEETING DATE:                  5/2/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

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

ELECTION OF DIRECTOR: LEWIS E. PLATT                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: ADVISE ON APPOINTMENT OF DELOITTE & TOUCHE                                               ISSUER                YES               FOR                    FOR
 LLP AS INDEPENDENT AUDITORS.

PROPOSAL #03: ADOPT HUMAN RIGHTS POLICIES.                                                           SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #04: PREPARE A REPORT ON MILITARY CONTRACTS.                                                SHAREHOLDER             YES             ABSTAIN                AGAINST




PROPOSAL #05: PREPARE A REPORT ON POLITICAL                                                          SHAREHOLDER             YES             ABSTAIN                AGAINST
CONTRIBUTIONS.

PROPOSAL #06: DECLASSIFY THE BOARD OF DIRECTORS.                                                     SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #07: ADOPT SIMPLE MAJORITY VOTE.                                                            SHAREHOLDER             YES               FOR                  AGAINST

PROPOSAL #08: CREATE A MAJORITY VOTE SHAREHOLDER                                                     SHAREHOLDER             YES             AGAINST                  FOR
COMMITTEE.

PROPOSAL #09: REQUIRE AN INDEPENDENT BOARD CHAIRMAN.                                                 SHAREHOLDER             YES             AGAINST                  FOR

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE GOLDMAN SACHS GROUP, INC.
  TICKER:                        GS                     CUSIP:         38141G104
  MEETING DATE:                  4/6/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: WILLIAM W. GEORGE                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HENRY M. PAULSON, JR.                                                            ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: STEPHEN FRIEDMAN                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF AMENDMENTS TO OUR AMENDED AND                                                ISSUER                YES               FOR                    FOR
RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE
 ANNUAL ELECTION OF ALL OF OUR DIRECTORS.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF                                                       ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS
FOR OUR 2005 FISCAL YEAR.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE HARTFORD FINANCIAL SVCS GROUP, I
  TICKER:                        HIG                    CUSIP:         416515104
  MEETING DATE:                  5/18/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: CHARLES B. STRAUSS                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAVID K. ZWIENER                                                                 ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: GAIL J. MCGOVERN                                                                 ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: PAUL G. KIRK, JR.                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAMANI AYER                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT W. SELANDER                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RONALD E. FERGUSON                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                                                       ISSUER                YES               FOR                    FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.



PROPOSAL #03: APPROVAL OF THE HARTFORD 2005 INCENTIVE                                                  ISSUER                YES               FOR                    FOR
STOCK PLAN

PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF EXECUTIVE                                                  ISSUER                YES               FOR                    FOR
OFFICER PERFORMANCE GOALS FOR INCENTIVE AWARDS
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE KROGER CO.
  TICKER:                        KR                     CUSIP:         501044101
  MEETING DATE:                  6/23/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: BOBBY S. SHACKOULS                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDWARD M. LIDDY                                                                  ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: KATHERINE D. ORTEGA                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT D. BEYER                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN.                                               ISSUER                YES               FOR                    FOR


PROPOSAL #03: APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS                                               ISSUER                YES               FOR                    FOR
 AUDITORS.

PROPOSAL #04: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                                              SHAREHOLDER             YES               FOR                  AGAINST
PRESENTED, TO AMEND REGULATIONS TO ELIMINATE THE SUPER-
MAJORITY SHAREHOLDER APPROVAL REQUIREMENT.

PROPOSAL #05: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                                              SHAREHOLDER             YES             ABSTAIN                AGAINST
PRESENTED, TO RECOMMEND FEASIBILITY REPORT ON SUPPLIERS
 CONTROLLED-ATMOSPHERE KILLING OF CHICKENS.  F


PROPOSAL #06: APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY                                              SHAREHOLDER             YES               FOR                  AGAINST
PRESENTED, TO RECOMMEND SHAREHOLDER APPROVAL OF
SEVERANCE AGREEMENTS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE PMI GROUP, INC.
  TICKER:                        PMI                    CUSIP:         69344M101
  MEETING DATE:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MARIANN BYERWALTER                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RONALD H. ZECH                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STEVEN L. SCHEID                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WAYNE E. HEDIEN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RICHARD L. THOMAS                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAYMOND L. OCAMPO JR.                                                            ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARY LEE WIDENER                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: L. STEPHEN SMITH                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOSE H. VILLARREAL                                                               ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: DR. KENNETH T. ROSEN                                                             ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: DR. JAMES C. CASTLE                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CARMINE GUERRO                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: W. ROGER HAUGHTON                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LOUIS G. LOWER II                                                                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, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE PROCTER & GAMBLE COMPANY
  TICKER:                        PG                     CUSIP:         742718109
  MEETING DATE:                  10/12/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOSEPH T. GORMAN                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LYNN M. MARTIN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R. KERRY CLARK                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RALPH SNYDERMAN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT D. STOREY                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFY APPOINTMENT OF THE INDEPENDENT                                                    ISSUER                YES               FOR                    FOR
REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL #03: APPROVE AMENDMENT TO AMENDED ARTICLES OF                                                 ISSUER                YES             AGAINST                AGAINST
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK

PROPOSAL #04: APPROVE AMENDMENT TO CODE OF REGULATIONS                                                 ISSUER                YES               FOR                  AGAINST
TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS

PROPOSAL #05: SHAREHOLDER PROPOSAL NO. 1 IN-HOME FOOD                                                SHAREHOLDER             YES             ABSTAIN                AGAINST
STUDIES FOR PET NUTRITION
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE ST. PAUL TRAVELERS COMPANIES, IN
  TICKER:                        STA                    CUSIP:         792860108
  MEETING DATE:                  7/28/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: W.H. KLING                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: T.R. HODGSON                                                                     ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: C. OTIS, JR.                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: N.A. ROSEMAN                                                                     ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: L.G. GRAEV                                                                       ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: L.B. DISHAROON                                                                   ISSUER                YES               FOR                    FOR




ELECTION OF DIRECTOR: K.M. DUBERSTEIN                                                                  ISSUER                YES            WITHHOLD                AGAINST

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

ELECTION OF DIRECTOR: C.H. BYRD                                                                        ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: F.J. TASCO                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G.D. NELSON, MD                                                                  ISSUER                YES            WITHHOLD                AGAINST

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

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

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

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

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

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

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG                                                 ISSUER                YES               FOR                    FOR
LLP AS ST. PAUL TRAVELERS  INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #03: PROPOSAL TO APPROVE THE ST. PAUL TRAVELERS                                               ISSUER                YES             AGAINST                AGAINST
 COMPANIES, INC. 2004 STOCK INCENTIVE PLAN.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE ST. PAUL TRAVELERS COMPANIES, IN
  TICKER:                        STA                    CUSIP:         792860108
  MEETING DATE:                  5/3/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: LAURIE J. THOMSEN                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: THOMAS R. HODGSON                                                                ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: LAWRENCE G. GRAEV                                                                ISSUER                YES            WITHHOLD                AGAINST

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

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

ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE                                                               ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: GLEN D. NELSON, MD                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LESLIE B. DISHAROON                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CLARENCE OTIS, JR.                                                               ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: JAY S. FISHMAN                                                                   ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG                                                 ISSUER                YES               FOR                    FOR
LLP AS ST. PAUL TRAVELERS  INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING FIRM FOR 2005.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        THE TJX COMPANIES, INC.
  TICKER:                        TJX                    CUSIP:         872540109
  MEETING DATE:                  6/7/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: WILLOW B. SHIRE                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER                                                              ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: GAIL DEEGAN                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN F. O'BRIEN                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                                                           ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP.

PROPOSAL #03: AMENDMENT TO CERTIFICATE OF INCORPORATION                                                ISSUER                YES               FOR                    FOR
TO DECLASSIFY BOARD OF DIRECTORS. THE BOARD OF DIRECTORS
 RECOMMENDS A VOTE  AGAINST SHAREHOLDER PROPOSALS 4, 5
AND 6.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING ILO                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST
STANDARDS CODE OF CONDUCT AND INDEPENDENT MONITORING.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING BOARD                                                   SHAREHOLDER             YES             ABSTAIN                AGAINST
REPORT ON VENDOR COMPLIANCE PROGRAM.

PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING ELECTION OF                                             SHAREHOLDER             YES             AGAINST                  FOR
 DIRECTORS BY MAJORITY VOTE.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TIME WARNER INC.
  TICKER:                        TWX                    CUSIP:         887317105
  MEETING DATE:                  5/20/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MILES R. GILBURNE                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH                                                            ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: FRANCIS T. VINCENT, JR.                                                          ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: REUBEN MARK                                                                      ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: JESSICA P. EINHORN                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: FRANK J. CAUFIELD                                                                ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: JAMES L. BARKSDALE                                                               ISSUER                YES               FOR                    FOR

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




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

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING PAY                                                     SHAREHOLDER             YES             AGAINST                  FOR
COMPARISON.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TORCHMARK CORPORATION
  TICKER:                        TMK                    CUSIP:         891027104
  MEETING DATE:                  4/28/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: MARK S. MCANDREW                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SAM R. PERRY                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF AUDITORS                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #03: 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN                                                ISSUER                YES             AGAINST                AGAINST

PROPOSAL #04: 2005 INCENTIVE PLAN                                                                      ISSUER                YES             AGAINST                AGAINST

PROPOSAL #05: SHAREHOLDER PROPOSAL                                                                   SHAREHOLDER             YES             ABSTAIN                AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TOTAL S.A.
  TICKER:                        TOT                    CUSIP:         89151E109
  MEETING DATE:                  5/17/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #A: AMENDED AUTHORIZATION TO GRANT SHARES TO                                                  ISSUER                YES             AGAINST                  FOR
EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND
GROUP COMPANIES

PROPOSAL #O1: APPROVAL OF THE PARENT COMPANY FINANCIAL                                                 ISSUER                YES               FOR                    FOR
STATEMENTS

PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL                                                   ISSUER                YES               FOR                    FOR
STATEMENTS

PROPOSAL #O3: ALLOCATION OF EARNINGS, DECLARATION OF                                                   ISSUER                YES               FOR                    FOR
DIVIDEND

PROPOSAL #O4: AGREEMENTS COVERED BY ARTICLE L. 225-38 OF                                               ISSUER                YES             AGAINST                AGAINST
 THE FRENCH COMMERCIAL CODE

PROPOSAL #O5: AUTHORIZATION FOR THE BOARD OF DIRECTORS                                                 ISSUER                YES               FOR                    FOR
TO TRADE SHARES OF THE COMPANY

PROPOSAL #O6: RENEWAL OF THE APPOINTMENT OF MR. PAUL                                                   ISSUER                YES               FOR                    FOR
DESMARAIS JR. AS A DIRECTOR

PROPOSAL #O7: RENEWAL OF THE APPOINTMENT OF MR. BERTRAND                                               ISSUER                YES               FOR                    FOR
 JACQUILLAT AS A DIRECTOR

PROPOSAL #O8: RENEWAL OF THE APPOINTMENT OF MR. MAURICE                                                ISSUER                YES               FOR                    FOR
LIPPENS AS A DIRECTOR

PROPOSAL #O9: APPOINTMENT OF LORD LEVENE OF PORTSOKEN,                                                 ISSUER                YES               FOR                    FOR
KBE, AS A DIRECTOR

PROPOSAL #E10: AUTHORITY TO BOARD TO RAISE CAPITAL BY                                                  ISSUER                YES               FOR                    FOR
ISSUING EQUITY OR EQUITY- LINKED SECURITIES WITH
PREFERENTIAL SUBSCRIPTION RIGHTS

PROPOSAL #E11: AUTHORITY TO BOARD TO RAISE CAPITAL BY                                                  ISSUER                YES               FOR                    FOR
ISSUING EQUITY OR EQUITY- LINKED SECURITIES WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS



PROPOSAL #E12: AUTHORITY TO THE BOARD FOR THE PURPOSE OF                                               ISSUER                YES               FOR                    FOR
 CAPITAL INCREASES PURSUANT TO ARTICLE L. 443-5 OF THE
FRENCH LABOR CODE

PROPOSAL #E13: AUTHORIZATION TO GRANT SHARES OF THE                                                    ISSUER                YES             AGAINST                AGAINST
COMPANY TO EMPLOYEES AND EXECUTIVE OFFICERS OF THE
COMPANY AND GROUP COMPANIES
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        TYCO INTERNATIONAL LTD.
  TICKER:                        TYC                    CUSIP:         902124106
  MEETING DATE:                  3/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: H. CARL MCCALL                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRENDAN R. O'NEILL                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BRUCE S. GORDON                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DENNIS C. BLAIR                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: GEORGE W. BUCKLEY                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JEROME B. YORK                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN A. KROL                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MACKEY J. MCDONALD                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RAJIV L. GUPTA                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SANDRA S. WIJNBERG                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: EDWARD D. BREEN                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RE-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.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        U.S. BANCORP
  TICKER:                        USB                    CUSIP:         902973304
  MEETING DATE:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: WARREN R. STALEY                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: CRAIG D. SCHNUCK                                                                 ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: DAVID B. O'MALEY                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOEL W. JOHNSON                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: O'DELL M. OWENS MD, MPH                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFY SELECTION OF ERNST & YOUNG LLP AS                                                 ISSUER                YES             AGAINST                AGAINST
INDEPENDENT AUDITOR FOR THE 2005 FISCAL YEAR.

PROPOSAL #03: AMEND CERTIFICATE OF INCORPORATION TO                                                    ISSUER                YES               FOR                    FOR
ELIMINATE SUPERMAJORITY VOTING.

PROPOSAL #04: SHAREHOLDER PROPOSAL: PERFORMANCE VESTING                                              SHAREHOLDER             YES             AGAINST                  FOR
SHARES.



PROPOSAL #05: SHAREHOLDER PROPOSAL: PROHIBITION ON TAX                                               SHAREHOLDER             YES             AGAINST                  FOR
AND NON-AUDIT WORK BY INDEPENDENT AUDITORS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        UNILEVER N.V.
  TICKER:                        UN                     CUSIP:         904784709
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #02: ADOPTION OF THE ANNUAL ACCOUNTS AND                                                      ISSUER                YES               FOR                    FOR
APPROPRIATION OF THE PROFIT FOR THE 2004 FINANCIAL YEAR.


PROPOSAL #03: DISCHARGE OF THE EXECUTIVE DIRECTORS.                                                    ISSUER                YES             AGAINST                AGAINST

PROPOSAL #04: DISCHARGE OF THE NON-EXECUTIVE DIRECTORS.                                                ISSUER                YES             AGAINST                AGAINST

PROPOSAL #05: CORPORATE GOVERNANCE AND ALTERATIONS TO                                                  ISSUER                YES               FOR                    FOR
THE ARTICLES OF ASSOCIATION.

ELECTION OF DIRECTOR: PJ CESCAU*                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RHP MARKHAM*                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: RD KUGLER*                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PROFESSOR W DIK**                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J VAN DER VEER**                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BARONESS CHALKER**                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LORD SIMON**                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: B COLLOMB**                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: O FANJUL**                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CJ VAN DER GRAAF*                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: H KOPPER**                                                                       ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LORD BRITTAN**                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: A BURGMANS**                                                                     ISSUER                YES               FOR                    FOR

PROPOSAL #08: REMUNERATION OF DIRECTORS.                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #09: NLG 0.10 CUMULATIVE PREFERENCE SHARES;                                                   ISSUER                YES             AGAINST                AGAINST
REDUCTION OF THE ISSUED CAPITAL BY CANCELLATION.

PROPOSAL #10: APPOINTMENT OF AUDITORS CHARGED WITH THE                                                 ISSUER                YES               FOR                    FOR
AUDITING OF THE ANNUAL ACCOUNTS FOR THE 2005 FINANCIAL
YEAR.

PROPOSAL #11: DESIGNATION, OF THE BOARD OF DIRECTORS AS                                                ISSUER                YES               FOR                    FOR
THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE OF
SHARES IN THE COMPANY.

PROPOSAL #12: AUTHORIZATION, OF THE BOARD OF DIRECTORS                                                 ISSUER                YES               FOR                    FOR
TO PURCHASE SHARES IN THE COMPANY AND DEPOSITARY
RECEIPTS THEREFOR.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        UNIONBANCAL CORPORATION
  TICKER:                        UB                     CUSIP:         908906100
  MEETING DATE:                  4/27/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



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

ELECTION OF DIRECTOR: RONALD L. HAVNER, JR                                                             ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SHIGEMITSU MIKI                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: STANLEY F. FARRAR                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: TAKAHIRO MORIGUCHI                                                               ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: TETSUO SHIMURA                                                                   ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: TAKASHI MORIMURA                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PHILIP B. FLYNN                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MARY S. METZ                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: L. DALE CRANDALL                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J. FERNANDO NIEBLA                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DAVID R. ANDREWS                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: AIDA M. ALVAREZ                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: NORIMICHI KANARI                                                                 ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO INCREASE THE NUMBER OF SHARES OF COMMON                                               ISSUER                YES               FOR                    FOR
 STOCK WHICH MAY BE AWARDED UNDER THE YEAR 2000
UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN.

PROPOSAL #03: TO RATIFY THE SELECTION OF UNIONBANCAL                                                   ISSUER                YES               FOR                    FOR
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, DELOITTE & TOUCHE LLP, FOR 2005.

PROPOSAL #04: TO APPROVE A STOCKHOLDER PROPOSAL                                                      SHAREHOLDER             YES               FOR                    FOR
REGARDING CONFIDENTIAL VOTING.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        UNISYS CORPORATION
  TICKER:                        UIS                    CUSIP:         909214108
  MEETING DATE:                  4/21/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DENISE K. FLETCHER                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MATTHEW J. ESPE                                                                  ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: JAMES J. DUDERSTADT                                                              ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT                                                 ISSUER                YES               FOR                    FOR
REGISTERED PUBLIC ACCOUNTING FIRM.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        UNITEDGLOBALCOM, INC.
  TICKER:                        UCOMA                  CUSIP:         913247508
  MEETING DATE:                  6/14/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT



PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF                                                    ISSUER                YES               FOR                    FOR
MERGER, DATED AS OF JANUARY 17, 2005, AMONG LIBERTY
MEDIA INTERNATIONAL, INC., THE COMPANY, LIBERTY GLOBAL,
INC., CHEETAH ACQUISITION CORP. AND TIGER GLOBAL
ACQUISITION CORP.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VALERO ENERGY CORPORATION
  TICKER:                        VLO                    CUSIP:         91913Y100
  MEETING DATE:                  9/13/2004                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: APPROVAL OF AN AMENDMENT TO VALERO'S                                                     ISSUER                YES               FOR                    FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
TOTAL NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01
PER SHARE, THAT VALERO HAS THE AUTHORITY TO ISSUE FROM
300,000,000 SHARES TO 600,000,000 SHARES.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VARIAN SEMICONDUCTOR EQUIP. ASSOC.,
  TICKER:                        VSEA                   CUSIP:         922207105
  MEETING DATE:                  2/24/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: ELIZABETH E. TALLETT                                                             ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: RICHARD A. AURELIO                                                               ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE OMNIBUS                                                   ISSUER                YES             AGAINST                AGAINST
STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY
1,600,000 SHARES.

PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE OMNIBUS                                                   ISSUER                YES               FOR                    FOR
STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK AVAILABLE FOR GRANT PURSUANT TO STOCK
APPRECIATION RIGHTS, RESTRICTED STOCK, PERFORMANCE UNITS
 AND PERFORMANCE SHARES BY 300,000 SHARES.

PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE OMNIBUS                                                   ISSUER                YES               FOR                    FOR
STOCK PLAN TO PROVIDE THAT THE TERM OF AN OPTION MAY NOT
 BE LONGER THAN EIGHT YEARS FROM THE APPLICABLE DATE OF
GRANT.

PROPOSAL #05: TO APPROVE AN AMENDMENT TO THE OMNIBUS                                                   ISSUER                YES               FOR                    FOR
STOCK PLAN TO PROVIDE THAT EACH NON-EMPLOYEE DIRECTOR
RECEIVES A NON-QUALIFIED STOCK OPTION GRANT TO PURCHASE
12,000 SHARES OF OUR COMMON STOCK ON THE DATE OF
APPOINTMENT OR INITIAL ELECTION, AND EACH NON-EMPLOYEE
DIRECTOR ALSO RECEIVES ANNUALLY A NON-QUALIFIED OPTION
GRANT TO PURCHASE 6,000 SHARES OF OUR COMMON STOCK.


PROPOSAL #06: TO RATIFY THE SELECTION OF                                                               ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VERIZON COMMUNICATIONS INC.
  TICKER:                        VZ                     CUSIP:         92343V104
  MEETING DATE:                  5/5/2005                                                                                                                         FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: S.O. MOOSE                                                                       ISSUER                YES               FOR                    FOR



ELECTION OF DIRECTOR: T.H. O'BRIEN                                                                     ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: R.L. CARRION                                                                     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: J.R. BARKER                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J. NEUBAUER                                                                      ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: H.B. PRICE                                                                       ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED                                                   ISSUER                YES               FOR                    FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: CUMULATIVE VOTING                                                                      SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #04: MAJORITY VOTE FOR ELECTION OF DIRECTORS                                                SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #05: BOARD COMPOSITION                                                                      SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #06: SEPARATE CHAIRMAN AND CEO                                                              SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #07: DIRECTORS  LIABILITY                                                                   SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #08: REPORT ON POLITICAL CONTRIBUTIONS                                                      SHAREHOLDER             YES             ABSTAIN                AGAINST

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VF CORPORATION
  TICKER:                        VFC                    CUSIP:         918204108
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: URSULA O. FAIRBAIRN                                                              ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: MACKEY J. MCDONALD                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JUAN ERNESTO DE BEDOUT                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: BARBARA S. FEIGIN                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF                                                         ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP AS VF'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VISHAY INTERTECHNOLOGY, INC.
  TICKER:                        VSH                    CUSIP:         928298108
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DR. ABRAHAM LUDOMIRSKI                                                           ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ELIYAHU HURVITZ                                                                  ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: MARK I. SOLOMON                                                                  ISSUER                YES            WITHHOLD                AGAINST




PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG                                               ISSUER                YES               FOR                    FOR
 LLP AS VISHAY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        VULCAN MATERIALS COMPANY
  TICKER:                        VMC                    CUSIP:         929160109
  MEETING DATE:                  5/13/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: DONALD M. JAMES**                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: LIVIO D. DESIMONE*                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PHILIP J. CARROLL, JR**                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                                                 ISSUER                YES               FOR                    FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
2005.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WACHOVIA CORPORATION
  TICKER:                        WB                     CUSIP:         929903102
  MEETING DATE:                  10/28/2004                                                                                                                       FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

PROPOSAL #01: A PROPOSAL TO APPROVE THE PLAN OF MERGER                                                 ISSUER                YES               FOR                    FOR
CONTAINED IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION AND
WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL MERGE WITH
AND INTO WACHOVIA, AS MORE FULLY DESCRIBED IN THE JOINT
PROXY STATEMENT-PROSPECTUS DATED SEPTEMBER 24, 2004.

  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WACHOVIA CORPORATION
  TICKER:                        WB                     CUSIP:         929903102
  MEETING DATE:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: PETER C. BROWNING*                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WALLACE D. MALONE, JR**                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: VAN L. RICHEY*                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT J. BROWN***                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN D. BAKER, II*                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN C. WHITAKER, JR.*                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DONALD M. JAMES*                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: G. KENNEDY THOMPSON*                                                             ISSUER                YES               FOR                    FOR

PROPOSAL #02: A WACHOVIA PROPOSAL TO RATIFY THE                                                        ISSUER                YES               FOR                    FOR
APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.



  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WELLPOINT, INC.
  TICKER:                        WLP                    CUSIP:         94973V107
  MEETING DATE:                  5/10/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: SEN. DONALD W RIEGLE JR                                                          ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: WILLIAM H.T. BUSH                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: WARREN Y. JOBE                                                                   ISSUER                YES               FOR                    FOR

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

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG                                               ISSUER                YES               FOR                    FOR
 LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.

PROPOSAL #03: TO ACT ON A SHAREHOLDER PROPOSAL ON                                                    SHAREHOLDER             YES             AGAINST                  FOR
PERFORMANCE BASED COMPENSATION, IF PROPERLY PRESENTED AT
 THE MEETING.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WELLS FARGO & COMPANY
  TICKER:                        WFC                    CUSIP:         949746101
  MEETING DATE:                  4/26/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MICHAEL W. WRIGHT                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: SUSAN G. SWENSON                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: SUSAN E. ENGEL                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: STEPHEN W. SANGER                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ROBERT L. JOSS                                                                   ISSUER                YES               FOR                    FOR

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

ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                                                             ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                                                                ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: J.A. BLANCHARD III                                                               ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.                                                           ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DONALD B. RICE                                                                   ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                                                              ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: REATHA CLARK KING                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE COMPANY'S AMENDED                                                ISSUER                YES             AGAINST                AGAINST
AND RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.


PROPOSAL #03: PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP                                               ISSUER                YES               FOR                    FOR
 AS INDEPENDENT AUDITORS FOR 2005.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING PAYDAY                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST
LENDING.



PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING EXECUTIVE                                               SHAREHOLDER             YES             ABSTAIN                AGAINST
COMPENSATION AND PREDATORY LENDING.

PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING PERFORMANCE                                             SHAREHOLDER             YES             AGAINST                  FOR
 SHARES.

PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING CHIEF                                                   SHAREHOLDER             YES             AGAINST                  FOR
EXECUTIVE OFFICER COMPENSATION.

PROPOSAL #08: STOCKHOLDER PROPOSAL REGARDING SEPARATION                                              SHAREHOLDER             YES             AGAINST                  FOR
OF BOARD CHAIR AND CEO POSITIONS.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WHIRLPOOL CORPORATION
  TICKER:                        WHR                    CUSIP:         963320106
  MEETING DATE:                  4/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

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

ELECTION OF DIRECTOR: MILES L. MARSH                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JEFF M. FETTIG                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HERMAN CAIN                                                                      ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: PAUL G. STERN                                                                    ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO APPROVE THE WHIRLPOOL CORPORATION                                                     ISSUER                YES               FOR                    FOR
NONEMPLOYEE DIRECTOR EQUITY PLAN
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        WYETH
  TICKER:                        WYE                    CUSIP:         983024100
  MEETING DATE:                  4/21/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: M.L. POLAN                                                                       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: R. LANGER                                                                        ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: R. ESSNER                                                                        ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: J.R. TORELL III                                                                  ISSUER                YES               FOR                    FOR

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

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

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

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                                                  ISSUER                YES               FOR                    FOR

PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC                                                     ISSUER                YES               FOR                    FOR
ACCOUNTANTS FIRM

PROPOSAL #03: ADOPT 2005 STOCK INCENTIVE PLAN                                                          ISSUER                YES               FOR                    FOR

PROPOSAL #04: REIMPORTATION OF PRESCRIPTION DRUGS                                                    SHAREHOLDER             YES             ABSTAIN                AGAINST

PROPOSAL #05: SEPARATE THE ROLES OF CHAIRMAN & CEO                                                   SHAREHOLDER             YES             AGAINST                  FOR

PROPOSAL #06: DISCLOSURE OF POLITICAL CONTRIBUTIONS                                                  SHAREHOLDER             YES             ABSTAIN                AGAINST




PROPOSAL #07: DISCONTINUE PROMOTING PREMARIN AND                                                     SHAREHOLDER             YES             ABSTAIN                AGAINST
PROTECTION OF MARES
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        XL CAPITAL LTD
  TICKER:                        XL                     CUSIP:         G98255105
  MEETING DATE:                  4/29/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: MICHAEL P. ESPOSITO, JR                                                          ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: ROBERT R. GLAUBER                                                                ISSUER                YES            WITHHOLD                AGAINST

ELECTION OF DIRECTOR: ELLEN E. THROWER                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CYRIL RANCE                                                                      ISSUER                YES               FOR                    FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF                                                             ISSUER                YES               FOR                    FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK, TO ACT
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.

PROPOSAL #03: TO APPROVE THE AMENDMENT AND RESTATEMENT                                                 ISSUER                YES             AGAINST                AGAINST
OF THE COMPANY'S 1991 PERFORMANCE INCENTIVE PROGRAM.
  -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ISSUER:                        YELLOW ROADWAY CORPORATION
  TICKER:                        YELL                   CUSIP:         985577105
  MEETING DATE:                  5/19/2005                                                                                                                        FOR/AGAINST
  PROPOSAL:                                                                                           PROPOSED BY           VOTED?           VOTE CAST                MGMT

ELECTION OF DIRECTOR: JOHN C. MCKELVEY                                                                 ISSUER                YES               FOR                    FOR

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

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

ELECTION OF DIRECTOR: PHILLIP J. MEEK                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: JOHN F. FIEDLER                                                                  ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: HOWARD M. DEAN                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: FRANK P. DOYLE                                                                   ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: DENNIS E. FOSTER                                                                 ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CARL W. VOGT                                                                     ISSUER                YES               FOR                    FOR

ELECTION OF DIRECTOR: CASSANDRA C. CARR                                                                ISSUER                YES               FOR                    FOR

PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF                                                   ISSUER                YES               FOR                    FOR
KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR 2005.



                                                                               SIGNATURES
  Pursuant to the requirements of the Investment Company Act of 1940, the registrant
  has duly caused this report to be signed on its behalf by the undersigned, thereunto
   duly authorized.
  VANGUARD WINDSOR FUNDS
  By:     /s/John J. Brennan
             (Heidi Stam)
             John J. Brennan*
             Chairman & Chief Executive
  Date:   August 30, 2005
      *  By Power of Attorney.  Filed on December 20, 2004, see File Number 002-14336.
                Incorporated by Reference.