FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-00971

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Congress Street Fund

Fund Name: Fidelity Congress Street Fund

82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ERIC D. ROITER, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000

DATE OF FISCAL YEAR END: DECEMBER 31

DATE OF REPORTING PERIOD: 06/30/2004

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE UNTO DULY AUTHORIZED.

Fidelity Congress Street Fund

BY:  /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/12/2004 11:37:30 AM

EXHIBIT A

VOTE SUMMARY REPORT
Fidelity Congress Street Fund
07/01/2003 - 06/30/2004

Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.

ISSUER NAME: AGILENT TECHNOLOGIES, INC. MEETING DATE: 03/02/2004
TICKER: A     SECURITY ID: 00846U101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES G. CULLEN AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT L. JOSS AS A DIRECTOR	Management	For	For
1.3	ELECT WALTER B. HEWLETT AS A DIRECTOR	Management	For	For
2	THE RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AS AGILENT S INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: ALTRIA GROUP, INC. MEETING DATE: 04/29/2004
TICKER: MO     SECURITY ID: 02209S103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ELIZABETH E. BAILEY AS A DIRECTOR	Management	For	For
1.2	ELECT MATHIS CABIALLAVETTA AS A DIRECTOR	Management	For	For
1.3	ELECT LOUIS C. CAMILLERI AS A DIRECTOR	Management	For	For
1.4	ELECT J. DUDLEY FISHBURN AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT E. R. HUNTLEY AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS W. JONES AS A DIRECTOR	Management	For	For
1.7	ELECT LUCIO A. NOTO AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN S. REED AS A DIRECTOR	Management	For	For
1.9	ELECT CARLOS SLIM HELU AS A DIRECTOR	Management	For	For
1.10	ELECT STEPHEN M. WOLF AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	Management	For	For
3	STOCKHOLDER PROPOSAL NO. 1	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL NO. 2	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL NO. 3	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL NO. 4	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL NO. 5	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL NO. 6	Shareholder	Against	Against

ISSUER NAME: ANHEUSER-BUSCH COMPANIES, INC. MEETING DATE: 04/28/2004
TICKER: BUD     SECURITY ID: 035229103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT AUGUST A. BUSCH III AS A DIRECTOR	Management	For	For
1.2	ELECT CARLOS FERNANDEZ G. AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES R. JONES AS A DIRECTOR	Management	For	For
1.4	ELECT ANDREW C. TAYLOR AS A DIRECTOR	Management	For	For
1.5	ELECT DOUGLAS A. WARNER III AS A DIRECTOR	Management	For	For
2	APPROVAL OF INDEPENDENT AUDITORS	Management	For	For

ISSUER NAME: BANK ONE CORPORATION MEETING DATE: 05/25/2004
TICKER: ONE     SECURITY ID: 06423A103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	MERGER PROPOSAL	Management	For	For
2.1	ELECT BRYAN AS A DIRECTOR	Management	For	For
2.2	ELECT BURKE AS A DIRECTOR	Management	For	For
2.3	ELECT CROWN AS A DIRECTOR	Management	For	For
2.4	ELECT DIMON AS A DIRECTOR	Management	For	For
2.5	ELECT FAY AS A DIRECTOR	Management	For	For
2.6	ELECT JACKSON AS A DIRECTOR	Management	For	For
2.7	ELECT KESSLER AS A DIRECTOR	Management	For	For
2.8	ELECT LIPP AS A DIRECTOR	Management	For	For
2.9	ELECT MANOOGIAN AS A DIRECTOR	Management	For	For
2.10	ELECT NOVAK AS A DIRECTOR	Management	For	For
2.11	ELECT ROGERS AS A DIRECTOR	Management	For	For
2.12	ELECT STRATTON AS A DIRECTOR	Management	For	For
3	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR	Management	For	For

ISSUER NAME: CHEVRONTEXACO CORPORATION MEETING DATE: 04/28/2004
TICKER: CVX     SECURITY ID: 166764100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT S.H. ARMACOST AS A DIRECTOR	Management	For	For
1.2	ELECT R.E. DENHAM AS A DIRECTOR	Management	For	For
1.3	ELECT R.J. EATON AS A DIRECTOR	Management	For	For
1.4	ELECT S. GINN AS A DIRECTOR	Management	For	For
1.5	ELECT C.A. HILLS AS A DIRECTOR	Management	For	For
1.6	ELECT F.G. JENIFER AS A DIRECTOR	Management	For	For
1.7	ELECT J.B. JOHNSTON AS A DIRECTOR	Management	For	For
1.8	ELECT S. NUNN AS A DIRECTOR	Management	For	For
1.9	ELECT D.J. O'REILLY AS A DIRECTOR	Management	For	For
1.10	ELECT P.J. ROBERTSON AS A DIRECTOR	Management	For	For
1.11	ELECT C.R. SHOEMATE AS A DIRECTOR	Management	For	For
1.12	ELECT C. WARE AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT ACCOUNTANTS	Management	For	For
3	SHOW SUPPORT FOR THE STOCKHOLDER RIGHTS PLAN POLICY	Management	For	For
4	APPROVAL OF THE LONG-TERM INCENTIVE PLAN	Management	For	For
5	HIV/AIDS, TUBERCULOSIS, AND MALARIA	Shareholder	Against	Against
6	POLITICAL DISCLOSURE	Shareholder	Against	Against
7	DIRECTOR ELECTION VOTE THRESHOLD	Shareholder	Against	Against
8	REPORT ON ECUADOR	Shareholder	Against	Against
9	RENEWABLE ENERGY	Shareholder	Against	Against

ISSUER NAME: CITIGROUP INC. MEETING DATE: 04/20/2004
TICKER: C     SECURITY ID: 172967101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C. MICHAEL ARMSTRONG AS A DIRECTOR	Management	For	For
1.2	ELECT ALAIN J.P. BELDA AS A DIRECTOR	Management	For	For
1.3	ELECT GEORGE DAVID AS A DIRECTOR	Management	For	For
1.4	ELECT KENNETH T. DERR AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN M. DEUTCH AS A DIRECTOR	Management	For	For
1.6	ELECT R. HERNANDEZ RAMIREZ AS A DIRECTOR	Management	For	For
1.7	ELECT ANN DIBBLE JORDAN AS A DIRECTOR	Management	For	For
1.8	ELECT DUDLEY C. MECUM AS A DIRECTOR	Management	For	For
1.9	ELECT RICHARD D. PARSONS AS A DIRECTOR	Management	For	For
1.10	ELECT ANDRALL E. PEARSON AS A DIRECTOR	Management	For	For
1.11	ELECT CHARLES PRINCE AS A DIRECTOR	Management	For	For
1.12	ELECT ROBERT E. RUBIN AS A DIRECTOR	Management	For	For
1.13	ELECT FRANKLIN A. THOMAS AS A DIRECTOR	Management	For	For
1.14	ELECT SANFORD I. WEILL AS A DIRECTOR	Management	For	For
1.15	ELECT ROBERT B. WILLUMSTAD AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITIGROUP S INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE COMPENSATION, NO FUTURE STOCK OPTION GRANTS AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL CONTRIBUTIONS.	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL REQUESTING A DISCONTINUATION OF ALL RIGHTS, OPTIONS, SAR S AND POSSIBLE SEVERANCE PAYMENTS TO THE TOP 5 OF MANAGEMENT.	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES.	Shareholder	Against	Against

ISSUER NAME: COLGATE-PALMOLIVE COMPANY MEETING DATE: 05/07/2004
TICKER: CL     SECURITY ID: 194162103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.K. CONWAY AS A DIRECTOR	Management	For	For
1.2	ELECT R.E. FERGUSON AS A DIRECTOR	Management	For	For
1.3	ELECT C.M. GUTIERREZ AS A DIRECTOR	Management	For	For
1.4	ELECT E.M. HANCOCK AS A DIRECTOR	Management	For	For
1.5	ELECT D.W. JOHNSON AS A DIRECTOR	Management	For	For
1.6	ELECT R.J. KOGAN AS A DIRECTOR	Management	For	For
1.7	ELECT D.E. LEWIS AS A DIRECTOR	Management	For	For
1.8	ELECT R. MARK AS A DIRECTOR	Management	For	For
1.9	ELECT E.A. MONRAD AS A DIRECTOR	Management	For	For
2	RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS	Management	For	For
3	REAPPROVAL OF PORTIONS OF THE COMPANY S STOCKHOLDER-APPROVED EXECUTIVE INCENTIVE COMPENSATION PLAN	Management	For	For
4	STOCKHOLDER PROPOSAL ON GOLDEN PARACHUTE SEVERANCE PAY	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL ON WORKPLACE HUMAN RIGHTS	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN	Shareholder	Against	Against

ISSUER NAME: CONSOLIDATED EDISON, INC. MEETING DATE: 05/17/2004
TICKER: ED     SECURITY ID: 209115104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT V.A. CALARCO AS A DIRECTOR	Management	For	For
1.2	ELECT G. CAMPBELL, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT G.J. DAVIS AS A DIRECTOR	Management	For	For
1.4	ELECT M.J. DEL GIUDICE AS A DIRECTOR	Management	For	For
1.5	ELECT J.S. FREILICH AS A DIRECTOR	Management	For	For
1.6	ELECT E.V. FUTTER AS A DIRECTOR	Management	For	For
1.7	ELECT S. HERNANDEZ-PINERO AS A DIRECTOR	Management	For	For
1.8	ELECT P.W. LIKINS AS A DIRECTOR	Management	For	For
1.9	ELECT E.R. MCGRATH AS A DIRECTOR	Management	For	For
1.10	ELECT F.V. SALERNO AS A DIRECTOR	Management	For	For
1.11	ELECT S.R. VOLK AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS.	Management	For	For
3	APPROVAL OF STOCK PURCHASE PLAN.	Management	For	Against
4	ADDITIONAL COMPENSATION INFORMATION.	Shareholder	Against	Against

ISSUER NAME: DEL MONTE FOODS COMPANY MEETING DATE: 09/12/2003
TICKER: DLM     SECURITY ID: 24522P103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SAMUEL H. ARMACOST AS A DIRECTOR	Management	For	For
1.2	ELECT TERENCE D. MARTIN AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD G. WOLFORD AS A DIRECTOR	Management	For	For
2	TO APPROVE DEL MONTE FOODS COMPANY S ANNUAL INCENTIVE PLAN, AS AMENDED, TO COMPLY WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE.	Management	For	For
3	TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS COMPANY S INDEPENDENT AUDITORS FOR ITS FISCAL YEAR ENDING MAY 2, 2004.	Management	For	For

ISSUER NAME: EASTMAN CHEMICAL COMPANY MEETING DATE: 05/06/2004
TICKER: EMN     SECURITY ID: 277432100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RENEE J. HORNBAKER AS A DIRECTOR	Management	For	Withhold
1.2	ELECT THOMAS H. MCLAIN AS A DIRECTOR	Management	For	Withhold
1.3	ELECT PETER M. WOOD AS A DIRECTOR	Management	For	Withhold
2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS	Management	For	For
3	ADOPTION OF STOCKHOLDER PROPOSAL TO UTILIZE RESTRICTED SHARES IN LIEU OF STOCK OPTIONS AS EXECUTIVE STOCK-BASED COMPENSATION	Shareholder	Against	Against

ISSUER NAME: ELI LILLY AND COMPANY MEETING DATE: 04/19/2004
TICKER: LLY     SECURITY ID: 532457108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT S.C. BEERING AS A DIRECTOR	Management	For	For
1.2	ELECT W. BISCHOFF AS A DIRECTOR	Management	For	For
1.3	ELECT F.G. PRENDERGAST AS A DIRECTOR	Management	For	For
1.4	ELECT K.P. SEIFERT AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	APPROVE THE ELI LILLY AND COMPANY BONUS PLAN.	Management	For	For
4	PROPOSAL BY SHAREHOLDERS THAT THE BOARD ADOPT A COMPENSATION PROGRAM LIMITING THE COMPENSATION OF SENIOR EXECUTIVES TO SPECIFIED LEVELS.	Shareholder	Against	Against
5	PROPOSAL BY SHAREHOLDERS THAT THE BOARD REPORT ON HOW THE COMPANY WILL RESPOND TO PRESSURE TO INCREASE ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS.	Shareholder	Against	Against

ISSUER NAME: EXXON MOBIL CORPORATION MEETING DATE: 05/26/2004
TICKER: XOM     SECURITY ID: 30231G102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT M.J. BOSKIN AS A DIRECTOR	Management	For	For
1.2	ELECT J.R. HOUGHTON AS A DIRECTOR	Management	For	For
1.3	ELECT W.R. HOWELL AS A DIRECTOR	Management	For	For
1.4	ELECT R.C. KING AS A DIRECTOR	Management	For	For
1.5	ELECT P.E. LIPPINCOTT AS A DIRECTOR	Management	For	For
1.6	ELECT H.J. LONGWELL AS A DIRECTOR	Management	For	For
1.7	ELECT H.A. MCKINNELL, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT M.C. NELSON AS A DIRECTOR	Management	For	For
1.9	ELECT L.R. RAYMOND AS A DIRECTOR	Management	For	For
1.10	ELECT W.V. SHIPLEY AS A DIRECTOR	Management	For	For
1.11	ELECT R.W. TILLERSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITORS (PAGE 27).	Management	For	For
3	APPROVAL OF 2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN (PAGE 28).	Management	For	For
4	POLITICAL CONTRIBUTIONS (PAGE 30).	Shareholder	Against	Against
5	POLITICAL CONTRIBUTIONS REPORT (PAGE 32).	Shareholder	Against	Against
6	MEDIA RESPONSE ON EQUATORIAL GUINEA (PAGE 34).	Shareholder	Against	Against
7	BOARD CHAIRMAN AND CEO (PAGE 37).	Shareholder	Against	Against
8	EXECUTIVE COMPENSATION (PAGE 39).	Shareholder	Against	Against
9	EQUITY COMPENSATION REPORT (PAGE 40).	Shareholder	Against	Against
10	AMENDMENT OF EEO POLICY (PAGE 42).	Shareholder	Against	Against
11	CLIMATE SCIENCE REPORT (PAGE 44).	Shareholder	Against	Against

ISSUER NAME: GENERAL ELECTRIC COMPANY MEETING DATE: 04/28/2004
TICKER: GE     SECURITY ID: 369604103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES I. CASH, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT DENNIS D. DAMMERMAN AS A DIRECTOR	Management	For	For
1.3	ELECT ANN M. FUDGE AS A DIRECTOR	Management	For	For
1.4	ELECT CLAUDIO X. GONZALEZ AS A DIRECTOR	Management	For	For
1.5	ELECT JEFFREY R. IMMELT AS A DIRECTOR	Management	For	For
1.6	ELECT ANDREA JUNG AS A DIRECTOR	Management	For	For
1.7	ELECT ALAN G. LAFLEY AS A DIRECTOR	Management	For	For
1.8	ELECT KENNETH G. LANGONE AS A DIRECTOR	Management	For	For
1.9	ELECT RALPH S. LARSEN AS A DIRECTOR	Management	For	For
1.10	ELECT ROCHELLE B. LAZARUS AS A DIRECTOR	Management	For	For
1.11	ELECT SAM NUNN AS A DIRECTOR	Management	For	For
1.12	ELECT ROGER S. PENSKE AS A DIRECTOR	Management	For	For
1.13	ELECT ROBERT J. SWIERINGA AS A DIRECTOR	Management	For	For
1.14	ELECT DOUGLAS A. WARNER III AS A DIRECTOR	Management	For	For
1.15	ELECT ROBERT C. WRIGHT AS A DIRECTOR	Management	For	For
2	INDEPENDENT AUDITOR	Management	For	For
3	REVENUE MEASUREMENT ADDED TO EXECUTIVE OFFICER PERFORMANCE GOALS	Management	For	For
4	CUMULATIVE VOTING	Shareholder	Against	Abstain
5	ANIMAL TESTING	Shareholder	Against	Against
6	NUCLEAR RISK	Shareholder	Against	Against
7	REPORT ON PCB CLEANUP COSTS	Shareholder	Against	Against
8	OFFSHORE SOURCING	Shareholder	Against	Against
9	SUSTAINABILITY INDEX	Shareholder	Against	Against
10	COMPENSATION COMMITTEE INDEPENDENCE	Shareholder	Against	Against
11	PAY DISPARITY	Shareholder	Against	Against
12	END STOCK OPTIONS AND BONUSES	Shareholder	Against	Against
13	LIMIT OUTSIDE DIRECTORSHIPS	Shareholder	Against	Against
14	INDEPENDENT BOARD CHAIRMAN	Shareholder	Against	Against
15	EXPLORE SALE OF COMPANY	Shareholder	Against	Against
16	HOLDING STOCK FROM STOCK OPTIONS	Shareholder	Against	Against
17	BOARD INDEPENDENCE	Shareholder	Against	Against
18	POLITICAL CONTRIBUTIONS	Shareholder	Against	Against

ISSUER NAME: GUIDANT CORPORATION MEETING DATE: 05/18/2004
TICKER: GDT     SECURITY ID: 401698105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MAURICE A. COX, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT NANCY-ANN MIN DEPARLE AS A DIRECTOR	Management	For	For
1.3	ELECT RONALD W. DOLLENS AS A DIRECTOR	Management	For	For
1.4	ELECT ENRIQUE C. FALLA AS A DIRECTOR	Management	For	For
1.5	ELECT KRISTINA M. JOHNSON PHD AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	PROPOSAL BY SHAREHOLDER THAT THE BOARD ADOPT A POLICY OF EXPENSING IN THE COMPANY S ANNUAL INCOME STATEMENT THE COST OF ALL FUTURE STOCK OPTIONS ISSUED BY THE COMPANY.	Shareholder	Against	Against

ISSUER NAME: H.J. HEINZ COMPANY MEETING DATE: 09/12/2003
TICKER: HNZ     SECURITY ID: 423074103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT W.R. JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT C.E. BUNCH AS A DIRECTOR	Management	For	For
1.3	ELECT M.C. CHOKSI AS A DIRECTOR	Management	For	For
1.4	ELECT L.S. COLEMAN, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT P.H. COORS AS A DIRECTOR	Management	For	For
1.6	ELECT E.E. HOLIDAY AS A DIRECTOR	Management	For	For
1.7	ELECT C. KENDLE AS A DIRECTOR	Management	For	For
1.8	ELECT D.R. O'HARE AS A DIRECTOR	Management	For	For
1.9	ELECT L.C. SWANN AS A DIRECTOR	Management	For	For
1.10	ELECT T.J. USHER AS A DIRECTOR	Management	For	For
1.11	ELECT J.M. ZIMMERMAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF AUDITORS.	Management	For	For

ISSUER NAME: HEWLETT-PACKARD COMPANY MEETING DATE: 03/17/2004
TICKER: HPQ     SECURITY ID: 428236103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L.T. BABBIO, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT P.C. DUNN AS A DIRECTOR	Management	For	For
1.3	ELECT C.S. FIORINA AS A DIRECTOR	Management	For	For
1.4	ELECT R.A. HACKBORN AS A DIRECTOR	Management	For	For
1.5	ELECT G.A. KEYWORTH II AS A DIRECTOR	Management	For	For
1.6	ELECT R.E. KNOWLING, JR. AS A DIRECTOR	Management	For	For
1.7	ELECT S.M. LITVACK AS A DIRECTOR	Management	For	For
1.8	ELECT R.L. RYAN AS A DIRECTOR	Management	For	For
1.9	ELECT L.S. SALHANY AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY ERNST & YOUNG LLP AS HEWLETT-PACKARD COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 31, 2004.	Management	For	For
3	APPROVAL OF THE HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN	Management	For	Against
4	SHAREOWNER PROPOSAL ENTITLED STOCK OPTION EXPENSING PROPOSAL	Shareholder	Against	Against

ISSUER NAME: INTEL CORPORATION MEETING DATE: 05/19/2004
TICKER: INTC     SECURITY ID: 458140100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CRAIG R. BARRETT AS A DIRECTOR	Management	For	For
1.2	ELECT CHARLENE BARSHEFSKY AS A DIRECTOR	Management	For	For
1.3	ELECT E. JOHN P. BROWNE AS A DIRECTOR	Management	For	For
1.4	ELECT ANDREW S. GROVE AS A DIRECTOR	Management	For	For
1.5	ELECT D. JAMES GUZY AS A DIRECTOR	Management	For	For
1.6	ELECT REED E. HUNDT AS A DIRECTOR	Management	For	For
1.7	ELECT PAUL S. OTELLINI AS A DIRECTOR	Management	For	For
1.8	ELECT DAVID S. POTTRUCK AS A DIRECTOR	Management	For	For
1.9	ELECT JANE E. SHAW AS A DIRECTOR	Management	For	For
1.10	ELECT JOHN L. THORNTON AS A DIRECTOR	Management	For	For
1.11	ELECT DAVID B. YOFFIE AS A DIRECTOR	Management	For	For
2	RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS	Management	For	For
3	APPROVAL OF THE 2004 EQUITY INCENTIVE PLAN	Management	For	For
4	STOCKHOLDER PROPOSAL REQUESTING THE EXPENSING OF STOCK OPTIONS	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL REQUESTING THE USE OF PERFORMANCE-VESTING STOCK	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL REQUESTING THE USE OF PERFORMANCE-BASED STOCK OPTIONS	Shareholder	Against	Against

ISSUER NAME: INTERNATIONAL BUSINESS MACHINES CORP MEETING DATE: 04/27/2004
TICKER: IBM     SECURITY ID: 459200101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C. BLACK AS A DIRECTOR	Management	For	For
1.2	ELECT K.I. CHENAULT AS A DIRECTOR	Management	For	For
1.3	ELECT C. GHOSN AS A DIRECTOR	Management	For	For
1.4	ELECT N.O. KEOHANE AS A DIRECTOR	Management	For	For
1.5	ELECT C.F. KNIGHT AS A DIRECTOR	Management	For	For
1.6	ELECT L.A. NOTO AS A DIRECTOR	Management	For	For
1.7	ELECT S.J. PALMISANO AS A DIRECTOR	Management	For	For
1.8	ELECT J.B. SLAUGHTER AS A DIRECTOR	Management	For	For
1.9	ELECT J.E. SPERO AS A DIRECTOR	Management	For	For
1.10	ELECT S. TAUREL AS A DIRECTOR	Management	For	For
1.11	ELECT C.M. VEST AS A DIRECTOR	Management	For	For
1.12	ELECT L.H. ZAMBRANO AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS (PRICEWATERHOUSECOOPERS LLP) (PAGE 22)	Management	For	For
3	RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS FOR THE BUSINESS CONSULTING SERVICES UNIT (ERNST & YOUNG LLP) (PAGE 22)	Management	For	For
4	APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN EXECUTIVES (PAGE 23)	Management	For	For
5	STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING (PAGE 25)	Shareholder	Against	Abstain
6	STOCKHOLDER PROPOSAL ON: PENSION AND RETIREMENT MEDICAL (PAGE 25)	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL ON: EXECUTIVE COMPENSATION (PAGE 26)	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL ON: EXPENSING STOCK OPTIONS (PAGE 28)	Shareholder	Against	Against
9	STOCKHOLDER PROPOSAL ON: DISCLOSURE OF EXECUTIVE COMPENSATION (PAGE 29)	Shareholder	Against	Against
10	STOCKHOLDER PROPOSAL ON: CHINA BUSINESS PRINCIPLES (PAGE 30)	Shareholder	Against	Against
11	STOCKHOLDER PROPOSAL ON: POLITICAL CONTRIBUTIONS (PAGE 31)	Shareholder	Against	Against
12	STOCKHOLDER PROPOSAL ON: A REVIEW OF EXECUTIVE COMPENSATION POLICIES (PAGE 32)	Shareholder	Against	Against

ISSUER NAME: INTERNATIONAL PAPER COMPANY MEETING DATE: 05/11/2004
TICKER: IP     SECURITY ID: 460146103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARTHA F. BROOKS* AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES A. HENDERSON* AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT D. KENNEDY* AS A DIRECTOR	Management	For	For
1.4	ELECT W. CRAIG MCCLELLAND* AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT M. AMEN** AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004.	Management	For	For
3	APPROVAL OF THE AMENDED LONG-TERM INCENTIVE COMPENSATION PLAN.	Management	For	For
4	REAFFIRMATION OF THE PERFORMANCE GOALS UNDER THE LONG-TERM INCENTIVE COMPENSATION PLAN.	Management	For	For
5	PROPOSAL RELATING TO LIMITING COMPENSATION OF CHIEF EXECUTIVE OFFICER.	Shareholder	Against	Against

ISSUER NAME: JOHNSON & JOHNSON MEETING DATE: 04/22/2004
TICKER: JNJ     SECURITY ID: 478160104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GERARD N. BURROW AS A DIRECTOR	Management	For	For
1.2	ELECT MARY S. COLEMAN AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES G. CULLEN AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT J. DARRETTA AS A DIRECTOR	Management	For	For
1.5	ELECT M. JUDAH FOLKMAN AS A DIRECTOR	Management	For	For
1.6	ELECT ANN D. JORDAN AS A DIRECTOR	Management	For	For
1.7	ELECT ARNOLD G. LANGBO AS A DIRECTOR	Management	For	For
1.8	ELECT SUSAN L. LINDQUIST AS A DIRECTOR	Management	For	For
1.9	ELECT LEO F. MULLIN AS A DIRECTOR	Management	For	For
1.10	ELECT STEVEN S REINEMUND AS A DIRECTOR	Management	For	For
1.11	ELECT DAVID SATCHER AS A DIRECTOR	Management	For	For
1.12	ELECT HENRY B. SCHACHT AS A DIRECTOR	Management	For	For
1.13	ELECT WILLIAM C. WELDON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS	Management	For	For
3	PROPOSAL ON CHARITABLE CONTRIBUTIONS	Shareholder	Against	Against

ISSUER NAME: KNIGHT-RIDDER, INC. MEETING DATE: 05/04/2004
TICKER: KRI     SECURITY ID: 499040103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK A. ERNST AS A DIRECTOR	Management	For	For
1.2	ELECT K. FOLEY FELDSTEIN AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS P. GERRITY AS A DIRECTOR	Management	For	For
1.4	ELECT GONZALO F. VALDES-FAULI AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP	Management	For	For

ISSUER NAME: MEDCO HEALTH SOLUTIONS, INC. MEETING DATE: 04/21/2004
TICKER: MHS     SECURITY ID: 58405U102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID B. SNOW, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT HOWARD W. BARKER, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT BRIAN L. STROM, MD, MPH AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 25, 2004.	Management	For	For

ISSUER NAME: MERCK & CO., INC. MEETING DATE: 04/27/2004
TICKER: MRK     SECURITY ID: 589331107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PETER C. WENDELL* AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM G. BOWEN** AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM M. DALEY** AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS E. SHENK** AS A DIRECTOR	Management	For	For
1.5	ELECT WENDELL P. WEEKS** AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF THE COMPANY S INDEPENDENT AUDITORS FOR 2004	Management	For	For
3	PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4 THROUGH 8	Management	For	For
4	STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT COMPENSATION	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL CONCERNING EXTENSION OF PRESCRIPTION DRUG PATENTS	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND SOCIAL PERFORMANCE OF THE COMPANY	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL CONCERNING A REPORT RELATED TO THE GLOBAL HIV/AIDS PANDEMIC	Shareholder	Against	Against

ISSUER NAME: MICROSOFT CORPORATION MEETING DATE: 11/11/2003
TICKER: MSFT     SECURITY ID: 594918104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM H. GATES III AS A DIRECTOR	Management	For	For
1.2	ELECT STEVEN A. BALLMER AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES I. CASH JR. AS A DIRECTOR	Management	For	For
1.4	ELECT RAYMOND V. GILMARTIN AS A DIRECTOR	Management	For	For
1.5	ELECT A. MCLAUGHLIN KOROLOGOS AS A DIRECTOR	Management	For	For
1.6	ELECT DAVID F. MARQUARDT AS A DIRECTOR	Management	For	For
1.7	ELECT CHARLES H. NOSKI AS A DIRECTOR	Management	For	For
1.8	ELECT HELMUT PANKE AS A DIRECTOR	Management	For	For
1.9	ELECT WM. G. REED JR. AS A DIRECTOR	Management	For	For
1.10	ELECT JON A. SHIRLEY AS A DIRECTOR	Management	For	For
2	ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK PLAN	Management	For	Against
3	ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS	Management	For	Against
4	SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL)	Shareholder	Against	Against

ISSUER NAME: MONSANTO COMPANY MEETING DATE: 01/29/2004
TICKER: MON     SECURITY ID: 61166W101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANK V. ATLEE III AS A DIRECTOR	Management	For	For
1.2	ELECT GWENDOLYN S. KING AS A DIRECTOR	Management	For	For
1.3	ELECT SHARON R. LONG AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS	Management	For	For
3	APPROVAL OF AMENDMENTS TO LONG-TERM INCENTIVE PLAN	Management	For	Against
4	APPROVAL OF SHAREOWNER PROPOSAL ONE	Shareholder	Against	Against
5	APPROVAL OF SHAREOWNER PROPOSAL TWO	Shareholder	Against	Against
6	APPROVAL OF SHAREOWNER PROPOSAL THREE	Shareholder	Against	For

ISSUER NAME: MOTOROLA, INC. MEETING DATE: 05/03/2004
TICKER: MOT     SECURITY ID: 620076109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT E. ZANDER AS A DIRECTOR	Management	For	For
1.2	ELECT H.L. FULLER AS A DIRECTOR	Management	For	For
1.3	ELECT J. LEWENT AS A DIRECTOR	Management	For	For
1.4	ELECT W. MASSEY AS A DIRECTOR	Management	For	For
1.5	ELECT N. NEGROPONTE AS A DIRECTOR	Management	For	For
1.6	ELECT I. NOOYI AS A DIRECTOR	Management	For	For
1.7	ELECT J. PEPPER, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT S. SCOTT III AS A DIRECTOR	Management	For	For
1.9	ELECT D. WARNER III AS A DIRECTOR	Management	For	For
1.10	ELECT J. WHITE AS A DIRECTOR	Management	For	For
1.11	ELECT M. ZAFIROVSKI AS A DIRECTOR	Management	For	For
2	SHAREHOLDER PROPOSAL RE: COMMONSENSE EXECUTIVE COMPENSATION	Shareholder	Against	Against
3	SHAREHOLDER PROPOSAL RE: PERFORMANCE AND TIME-BASED RESTRICTED SHARES	Shareholder	Against	Against

ISSUER NAME: PFIZER INC. MEETING DATE: 04/22/2004
TICKER: PFE     SECURITY ID: 717081103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL S. BROWN AS A DIRECTOR	Management	For	For
1.2	ELECT M. ANTHONY BURNS AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT N. BURT AS A DIRECTOR	Management	For	For
1.4	ELECT W. DON CORNWELL AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM H. GRAY III AS A DIRECTOR	Management	For	For
1.6	ELECT CONSTANCE J. HORNER AS A DIRECTOR	Management	For	For
1.7	ELECT WILLIAM R. HOWELL AS A DIRECTOR	Management	For	For
1.8	ELECT STANLEY O. IKENBERRY AS A DIRECTOR	Management	For	For
1.9	ELECT GEORGE A. LORCH AS A DIRECTOR	Management	For	For
1.10	ELECT HENRY A. MCKINNELL AS A DIRECTOR	Management	For	For
1.11	ELECT DANA G. MEAD AS A DIRECTOR	Management	For	For
1.12	ELECT FRANKLIN D. RAINES AS A DIRECTOR	Management	For	For
1.13	ELECT RUTH J. SIMMONS AS A DIRECTOR	Management	For	For
1.14	ELECT WILLIAM C. STEERE, JR. AS A DIRECTOR	Management	For	For
1.15	ELECT JEAN-PAUL VALLES AS A DIRECTOR	Management	For	For
2	A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK PLAN.	Management	For	For
4	SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS.	Shareholder	Against	Against
6	SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING POLITICAL ENTITIES OR CANDIDATES.	Shareholder	Against	Against
7	SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS ON DIRECTORS.	Shareholder	Against	Against
8	SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING ACCESS TO PFIZER PRODUCTS.	Shareholder	Against	Against
9	SHAREHOLDER PROPOSAL ON STOCK OPTIONS.	Shareholder	Against	Against
10	SHAREHOLDER PROPOSAL ON IN VITRO TESTING.	Shareholder	Against	Against

ISSUER NAME: THE BOEING COMPANY MEETING DATE: 05/03/2004
TICKER: BA     SECURITY ID: 097023105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN H. BIGGS AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN E. BRYSON AS A DIRECTOR	Management	For	For
1.3	ELECT LINDA Z. COOK AS A DIRECTOR	Management	For	For
1.4	ELECT ROZANNE L. RIDGWAY AS A DIRECTOR	Management	For	For
2	APPROVE AMENDMENTS TO ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.	Management	For	For
3	ADVISE ON APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.	Management	For	For
4	PREPARE A REPORT ON MILITARY CONTRACTS.	Shareholder	Against	Against
5	ADOPT HUMAN RIGHTS POLICIES.	Shareholder	Against	Against
6	DECLASSIFY THE BOARD OF DIRECTORS.	Shareholder	Against	For
7	ADOPT SIMPLE MAJORITY VOTE.	Shareholder	Against	For
8	REQUIRE APPROVAL OF SEVERANCE AGREEMENTS.	Shareholder	Against	Against
9	ADOPT RETENTION OF STOCK POLICY.	Shareholder	Against	Against
10	GIVE EMPLOYEES CHOICE OF PENSION PLANS AT RETIREMENT OR TERMINATION.	Shareholder	Against	Against

ISSUER NAME: THE COCA-COLA COMPANY MEETING DATE: 04/21/2004
TICKER: KO     SECURITY ID: 191216100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT HERBERT A. ALLEN AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD W. ALLEN AS A DIRECTOR	Management	For	For
1.3	ELECT CATHLEEN P. BLACK AS A DIRECTOR	Management	For	For
1.4	ELECT WARREN E. BUFFETT AS A DIRECTOR	Management	For	For
1.5	ELECT DOUGLAS N. DAFT AS A DIRECTOR	Management	For	For
1.6	ELECT BARRY DILLER AS A DIRECTOR	Management	For	For
1.7	ELECT DONALD R. KEOUGH AS A DIRECTOR	Management	For	For
1.8	ELECT SUSAN BENNETT KING AS A DIRECTOR	Management	For	For
1.9	ELECT MARIA ELENA LAGOMASINO AS A DIRECTOR	Management	For	For
1.10	ELECT DONALD F. MCHENRY AS A DIRECTOR	Management	For	For
1.11	ELECT ROBERT L. NARDELLI AS A DIRECTOR	Management	For	For
1.12	ELECT SAM NUNN AS A DIRECTOR	Management	For	For
1.13	ELECT J. PEDRO REINHARD AS A DIRECTOR	Management	For	For
1.14	ELECT JAMES D. ROBINSON III AS A DIRECTOR	Management	For	For
1.15	ELECT PETER V. UEBERROTH AS A DIRECTOR	Management	For	For
1.16	ELECT JAMES B. WILLIAMS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS	Management	For	For
3	SHARE-OWNER PROPOSAL REGARDING REPORT RELATED TO GLOBAL HIV/AIDS PANDEMIC	Shareholder	For	For
4	SHARE-OWNER PROPOSAL REGARDING STOCK OPTION GLASS CEILING REPORT	Shareholder	Against	Against
5	SHARE-OWNER PROPOSAL REGARDING EXECUTIVE COMPENSATION	Shareholder	Against	Against
6	SHARE-OWNER PROPOSAL REGARDING RESTRICTED STOCK	Shareholder	Against	Against
7	SHARE-OWNER PROPOSAL REGARDING SENIOR EXECUTIVE PARTICIPATION IN COMPANY S COMPENSATION AND DEFERRAL INVESTMENT PROGRAM	Shareholder	Against	Against
8	SHARE-OWNER PROPOSAL ON CHINA BUSINESS PRINCIPLES	Shareholder	Against	Against
9	SHARE-OWNER PROPOSAL REGARDING SEPARATE POSITIONS OF CEO AND CHAIRMAN	Shareholder	Against	Against

ISSUER NAME: TRAVELERS PROPERTY CASUALTY CORP. MEETING DATE: 03/19/2004
TICKER: TAPA     SECURITY ID: 89420G109
TICKER: TAPB     SECURITY ID: 89420G406
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG THE ST. PAUL COMPANIES, INC., TRAVELERS PROPERTY CASUALTY CORP. AND ADAMS ACQUISITION CORP., AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER.	Management	For	For

ISSUER NAME: UNION PACIFIC CORPORATION MEETING DATE: 04/16/2004
TICKER: UNP     SECURITY ID: 907818108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT P.F. ANSCHUTZ AS A DIRECTOR	Management	For	For
1.2	ELECT R.K. DAVIDSON AS A DIRECTOR	Management	For	For
1.3	ELECT T.J. DONOHUE AS A DIRECTOR	Management	For	For
1.4	ELECT A.W. DUNHAM AS A DIRECTOR	Management	For	For
1.5	ELECT S.F. ECCLES AS A DIRECTOR	Management	For	For
1.6	ELECT I.J. EVANS AS A DIRECTOR	Management	For	For
1.7	ELECT J.R. HOPE AS A DIRECTOR	Management	For	For
1.8	ELECT M.W. MCCONNELL AS A DIRECTOR	Management	For	For
1.9	ELECT S.R. ROGEL AS A DIRECTOR	Management	For	For
1.10	ELECT E. ZEDILLO AS A DIRECTOR	Management	For	For
2	ADOPT THE UNION PACIFIC CORPORATION 2004 STOCK INCENTIVE PLAN.	Management	For	Against
3	RATIFY APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT AUDITORS.	Management	For	For
4	SHAREHOLDER PROPOSAL REGARDING SENIOR EXECUTIVE EQUITY PLANS.	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS.	Shareholder	Against	Against

ISSUER NAME: UNITED TECHNOLOGIES CORPORATION MEETING DATE: 04/14/2004
TICKER: UTX     SECURITY ID: 913017109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BETSY J. BERNARD AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE DAVID AS A DIRECTOR	Management	For	For
1.3	ELECT JEAN-PIERRE GARNIER AS A DIRECTOR	Management	For	For
1.4	ELECT JAMIE S. GORELICK AS A DIRECTOR	Management	For	For
1.5	ELECT CHARLES R. LEE AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD D. MCCORMICK AS A DIRECTOR	Management	For	For
1.7	ELECT HAROLD MCGRAW III AS A DIRECTOR	Management	For	For
1.8	ELECT FRANK P. POPOFF AS A DIRECTOR	Management	For	For
1.9	ELECT H. PATRICK SWYGERT AS A DIRECTOR	Management	For	For
1.10	ELECT ANDRE VILLENEUVE AS A DIRECTOR	Management	For	For
1.11	ELECT H.A. WAGNER AS A DIRECTOR	Management	For	For
1.12	ELECT CHRISTINE TODD WHITMAN AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	SHAREOWNER PROPOSAL CONCERNING DISCLOSURE OF EXECUTIVE COMPENSATION	Shareholder	Against	Against
4	SHAREOWNER PROPOSAL CONCERNING ETHICAL CRITERIA FOR MILITARY CONTRACTS	Shareholder	Against	Against
5	SHAREOWNER PROPOSAL CONCERNING PERFORMANCE BASED SENIOR EXECUTIVE STOCK OPTIONS	Shareholder	Against	Against
6	SHAREOWNER PROPOSAL CONCERNING AN INDEPENDENT CHAIRMAN OF THE BOARD	Shareholder	Against	Against

ISSUER NAME: VERIZON COMMUNICATIONS INC. MEETING DATE: 04/28/2004
TICKER: VZ     SECURITY ID: 92343V104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.R. BARKER AS A DIRECTOR	Management	For	For
1.2	ELECT R.L. CARRION AS A DIRECTOR	Management	For	For
1.3	ELECT R.W. LANE AS A DIRECTOR	Management	For	For
1.4	ELECT S.O. MOOSE AS A DIRECTOR	Management	For	For
1.5	ELECT J. NEUBAUER AS A DIRECTOR	Management	For	For
1.6	ELECT T.H. O'BRIEN AS A DIRECTOR	Management	For	For
1.7	ELECT H.B. PRICE AS A DIRECTOR	Management	For	For
1.8	ELECT I.G. SEIDENBERG AS A DIRECTOR	Management	For	For
1.9	ELECT W.V. SHIPLEY AS A DIRECTOR	Management	For	For
1.10	ELECT J.R. STAFFORD AS A DIRECTOR	Management	For	For
1.11	ELECT R.D. STOREY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITOR	Management	For	For
3	CUMULATIVE VOTING	Shareholder	Against	Abstain
4	BOARD COMPOSITION	Shareholder	Against	Against
5	SEPARATE CHAIRMAN AND CEO	Shareholder	Against	Against
6	FUTURE POISON PILL	Shareholder	Against	Against
7	SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS	Shareholder	Against	Against
8	OPTIONS OR STOCK GRANTS BASED ON TRACKING STOCK	Management	Against	Against
9	DIVERSITY REPORT ON OPTION GRANTS TO EMPLOYEES	Management	Against	Against
10	REPORT ON POLITICAL CONTRIBUTIONS	Shareholder	Against	Against
11	COLLECTION OF UNIVERSAL SERVICE AND NUMBER PORTABILIY FEES	Shareholder	Against	Against

ISSUER NAME: WASTE MANAGEMENT, INC. MEETING DATE: 05/14/2004
TICKER: WMI     SECURITY ID: 94106L109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PASTORA CAFFERTY AS A DIRECTOR	Management	For	For
1.2	ELECT FRANK M. CLARK, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT S. MILLER AS A DIRECTOR	Management	For	For
1.4	ELECT A. MAURICE MYERS AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN C. POPE AS A DIRECTOR	Management	For	For
1.6	ELECT W. ROBERT REUM AS A DIRECTOR	Management	For	For
1.7	ELECT STEVEN G. ROTHMEIER AS A DIRECTOR	Management	For	For
1.8	ELECT DAVID P. STEINER AS A DIRECTOR	Management	For	For
1.9	ELECT CARL W. VOGT AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	TO VOTE ON A PROPOSAL TO APPROVE OUR 2004 STOCK INCENTIVE PLAN.	Management	For	Against
4	TO VOTE ON A PROPOSAL TO APPROVE OUR 2005 ANNUAL INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: WYETH MEETING DATE: 04/22/2004
TICKER: WYE     SECURITY ID: 983024100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C.L. ALEXANDER, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT F.A. BENNACK, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT R.L. CARRION AS A DIRECTOR	Management	For	For
1.4	ELECT R. ESSNER AS A DIRECTOR	Management	For	For
1.5	ELECT J.D. FEERICK AS A DIRECTOR	Management	For	For
1.6	ELECT R. LANGER AS A DIRECTOR	Management	For	For
1.7	ELECT J.P. MASCOTTE AS A DIRECTOR	Management	For	For
1.8	ELECT M.L. POLAN AS A DIRECTOR	Management	For	For
1.9	ELECT I.G. SEIDENBERG AS A DIRECTOR	Management	For	For
1.10	ELECT W.V. SHIPLEY AS A DIRECTOR	Management	For	For
1.11	ELECT J.R. TORELL III AS A DIRECTOR	Management	For	For
2	RATIFICATION OF PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS	Management	For	For
3	ADOPTION OF THE STOCKHOLDER PROPOSAL ON ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS	Shareholder	Against	Against
4	ADOPTION OF STOCKHOLDER PROPOSAL ON ANIMAL TESTING	Shareholder	Against	Against