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:                                811-5962

   NAME OF REGISTRANT:                                             VANGUARD VARIABLE INSURANCE FUND

   ADDRESS OF REGISTRANT:                                          PO BOX 2600, VALLEY FORGE, PA 19482
   NAME AND ADDRESS OF AGENT FOR SERVICE:                          R. GREGORY BARTON
                                                                   PO BOX 876
                                                                   VALLEY FORGE, PA 19482

   REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (610) 669-1000
   DATE OF FISCAL YEAR END:                                        December 31, 2003

   DATE OF REPORTING PERIOD:  JULY 1, 2003 - JUNE 30, 2004

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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


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

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

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

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

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

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

ELECTION OF DIRECTOR: WULF VON SCHIMMELMANN                            ISSUER             YES       FOR          FOR

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

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

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

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

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: PETER MENIKOFF                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT RIPP                                      ISSUER             YES       FOR          FOR

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

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

----------------------------------------------------------------------------------------------------
Issuer:             ALCAN INC.
Ticker:             AL                       CUSIP:       013716105
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: J.-P. JACAMON                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: R. BERGER                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: L.Y. FORTIER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: Y. MANSION                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.R. LOOMIS                                      ISSUER             YES       WITHHOLD     AGAINST




ELECTION OF DIRECTOR: T. ENGEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.D. DESAUTELS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.M. TELLIER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G. SCHULMEYER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G. SAINT-PIERRE                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C. MORIN-POSTEL                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF AUDITORS:                                 ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP

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

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

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

ELECTION OF DIRECTOR: CARLOS GHOSN                                     ISSUER             YES       FOR          FOR

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             ALLTEL CORPORATION
Ticker:             AT                       CUSIP:       020039103
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RONALD TOWNSEND                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EMON A. MAHONY, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SCOTT T. FORD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.L. GELLERSTEDT, III                            ISSUER             YES       FOR          FOR

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

PROPOSAL #03: STOCKHOLDER PROPOSAL- EMPLOYMENT                         SHAREHOLDER        YES       ABSTAIN      AGAINST
OPPORTUNITY POLICY

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

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

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             ISSUER             YES       FOR          FOR

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




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

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

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

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

ELECTION OF DIRECTOR: CARLOS SLIM HELU                                 ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             AMBAC FINANCIAL GROUP, INC.
Ticker:             ABK                      CUSIP:       023139108
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: HENRY D.G. WALLACE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILLIP B. LASSITER                              ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: RICHARD DULUDE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JILL M. CONSIDINE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. GRANT GREGORY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RENSO L. CAPORALI                                ISSUER             YES       FOR          FOR

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

PROPOSAL #02: AMEND THE CERTIFICATE OF INCORPORATION TO                ISSUER             YES       AGAINST      AGAINST
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 200 MILLION TO 350 MILLION.


PROPOSAL #03: APPROVE AMENDMENTS TO THE AMBAC 1997                     ISSUER             YES       FOR          FOR
NON-EMPLOYEE DIRECTORS EQUITY PLAN.

PROPOSAL #04: RATIFY SELECTION OF KPMG LLP AS INDEPENDENT              ISSUER             YES       FOR          FOR
 AUDITORS FOR 2004.

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

ELECTION OF DIRECTOR: F. HOENEMEYER                                    ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: E. TSE                                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F. ZARB                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. SMITH                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. KANAK                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. HOLBROOKE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. FELDSTEIN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. GREENBERG                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. SULLIVAN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. AIDINOFF                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. COHEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. COHEN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. FUTTER                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P. CHIA                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. HILLS                                         ISSUER             YES       FOR          FOR

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

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

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


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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             ANADARKO PETROLEUM CORPORATION
Ticker:             APC                      CUSIP:       032511107
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LARRY BARCUS                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES L. BRYAN                                   ISSUER             YES       FOR          FOR

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

PROPOSAL #02: AMENDMENT TO THE ANNUAL INCENTIVE BONUS                  ISSUER             YES       FOR          FOR
PLAN

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

PROPOSAL #04: STOCKHOLDER PROPOSAL - CLIMATE CHANGE                    SHAREHOLDER        YES       ABSTAIN      AGAINST

----------------------------------------------------------------------------------------------------
Issuer:             APPLE COMPUTER, INC.
Ticker:             AAPL                     CUSIP:       037833100
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALBERT A. GORE, JR.                              ISSUER             YES       FOR          FOR



ELECTION OF DIRECTOR: ARTHUR D. LEVINSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MILLARD S. DREXLER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM V. CAMPBELL                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEROME B. YORK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN P. JOBS                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.


PROPOSAL #03: TO CONSIDER A SHAREHOLDER PROPOSAL IF                    SHAREHOLDER        YES       AGAINST      FOR
PROPERLY PRESENTED AT THE MEETING.

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Issuer:             ARCHSTONE-SMITH TRUST
Ticker:             ASN                      CUSIP:       039583109
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RUTH ANN M. GILLIS                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERNEST A. GERARDI, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. SCOT SELLERS                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NED S. HOLMES                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP AS               ISSUER             YES       FOR          FOR
AUDITORS FOR CURRENT FISCAL YEAR.

PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING SEVERANCE                 SHAREHOLDER        YES       FOR          AGAINST
AGREEMENTS.

----------------------------------------------------------------------------------------------------
Issuer:             ASTRAZENECA PLC
Ticker:             AZN                      CUSIP:       046353108
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO RECEIVE THE DIRECTORS  REPORT AND                     ISSUER             YES       FOR          FOR
ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2003

PROPOSAL #02: TO CONFIRM DIVIDENDS                                     ISSUER             YES       FOR          FOR

PROPOSAL #03: TO RE-APPOINT KPMG AUDIT PLC, LONDON AS                  ISSUER             YES       FOR          FOR
AUDITOR

PROPOSAL #04: TO AUTHORIZE THE DIRECTORS TO AGREE THE                  ISSUER             YES       FOR          FOR
REMUNERATION OF THE AUDITOR

ELECTION OF DIRECTOR: JANE HENNEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN BUCHANAN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIR PETER BONFIELD                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SIR TOM MCKILLOP                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JONATHAN SYMONDS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHELE HOOPER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOE JIMENEZ                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERNA MOLLER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAME BRIDGET OGILVIE                             ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: HAKAN MOGREN                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PERCY BARNEVIK                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARCUS WALLENBERG                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LOUIS SCHWEITZER                                 ISSUER             YES       FOR          FOR

PROPOSAL #06: TO APPROVE THE DIRECTORS  REMUNERATION                   ISSUER             YES       ABSTAIN      AGAINST
REPORT FOR THE YEAR ENDED DECEMBER 31, 2003


PROPOSAL #07: TO ADOPT NEW ARTICLES OF ASSOCIATION                     ISSUER             YES       FOR          FOR

PROPOSAL #08: TO AUTHORIZE LIMITED EU POLITICAL DONATIONS              ISSUER             YES       ABSTAIN      AGAINST


PROPOSAL #09: TO AUTHORIZE THE DIRECTORS TO ALLOT                      ISSUER             YES       FOR          FOR
UNISSUED SHARES

PROPOSAL #10: TO AUTHORIZE THE DIRECTORS TO DISAPPLY                   ISSUER             YES       FOR          FOR
PRE-EMPTION RIGHTS

PROPOSAL #11: TO AUTHORIZE THE COMPANY TO PURCHASE ITS                 ISSUER             YES       FOR          FOR
OWN SHARES

PROPOSAL #12: TO AUTHORIZE INCREASE OF CAP ON                          ISSUER             YES       FOR          FOR
NON-EXECUTIVE DIRECTORS REMUNERATION

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Issuer:             AT&T CORP.
Ticker:             T                        CUSIP:       001957505
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: T.L. WHITE                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: K.T. DERR                                        ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: W.F. ALDINGER                                    ISSUER             YES       WITHHOLD     AGAINST

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

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

ELECTION OF DIRECTOR: F.C. HERRINGER                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S.A. JACKSON                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J.C. MADONNA                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF AUDITORS                                 ISSUER             YES       FOR          FOR

PROPOSAL #03: APPROVE THE AT&T 2004 LONG TERM INCENTIVE                ISSUER             YES       AGAINST      AGAINST
PROGRAM

PROPOSAL #04: TERM LIMITS FOR OUTSIDE DIRECTORS                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: POISON PILL                                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: SEPARATE THE CHAIR AND CEO POSITION                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: EXECUTIVE COMPENSATION                                   SHAREHOLDER        YES       AGAINST      FOR




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

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

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

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


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

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

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


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

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

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

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


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


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


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


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


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


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


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


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


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



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

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Issuer:             AVERY DENNISON CORPORATION
Ticker:             AVY                      CUSIP:       053611109
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: FRANK V. CAHOUET                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER W. MULLIN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIP M. NEAL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUCE E. KARATZ                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR, WHICH ENDS ON
JANUARY 1, 2005

PROPOSAL #03: REAPPROVAL OF THE SENIOR EXECUTIVE                       ISSUER             YES       FOR          FOR
LEADERSHIP COMPENSATION PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




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

ELECTION OF DIRECTOR: THOMAS J. MAY                                    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: CHARLES W. COKER                                 ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: PAUL FULTON                                      ISSUER             YES       FOR          FOR

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

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

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

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


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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             BANK ONE CORPORATION
Ticker:             ONE                      CUSIP:       06423A103
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: MERGER PROPOSAL                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DIMON                                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACKSON                                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROGERS                                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MANOOGIAN                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FAY                                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BRYAN                                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STRATTON                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BURKE                                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: NOVAK                                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CROWN                                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LIPP                                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KESSLER                                          ISSUER             YES       WITHHOLD     AGAINST

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



----------------------------------------------------------------------------------------------------
Issuer:             BAXTER INTERNATIONAL INC.
Ticker:             BAX                      CUSIP:       071813109
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: CAROLE J. UHRICH                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GAIL D. FOSLER                                   ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #03: PROPOSAL RELATING TO CUMULATIVE VOTING IN                SHAREHOLDER        YES       AGAINST      FOR
THE ELECTION OF DIRECTORS

----------------------------------------------------------------------------------------------------
Issuer:             BECTON, DICKINSON AND COMPANY
Ticker:             BDX                      CUSIP:       075887109
Meeting Date        2/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDWARD F. DEGRAAN                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: HENRY P. BECTON, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARGARETHA AF UGGLAS                             ISSUER             YES       FOR          FOR

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

PROPOSAL #03: ADOPTION OF 2004 EMPLOYEE AND DIRECTOR                   ISSUER             YES       FOR          FOR
EQUITY-BASED COMPENSATION PLAN. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE  AGAINST  PROPOSAL 4.

PROPOSAL #04: CUMULATIVE VOTING.                                       SHAREHOLDER        YES       AGAINST      FOR

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

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

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

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

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

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

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

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

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


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



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

ELECTION OF DIRECTOR: SIR ROBIN NICHOLSON                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LORD BROWNE                                      ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: SIR IAN PROSSER                                  ISSUER             YES       WITHHOLD     AGAINST

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

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

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


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

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

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

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

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

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

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


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

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

----------------------------------------------------------------------------------------------------
Issuer:             BRITISH AIRWAYS PLC
Ticker:             BAB                      CUSIP:       110419306
Meeting Date        7/15/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: REPORT AND ACCOUNTS                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: REMUNERATION REPORT                                      ISSUER             YES       FOR          FOR

PROPOSAL #03: ADOPTION OF NEW ARTICLE 78                               ISSUER             YES       FOR          FOR

PROPOSAL #04: RE-ELECTION OF RODERICK EDDINGTON                        ISSUER             YES       FOR          FOR

PROPOSAL #05: RE-ELECTION OF MARTIN BROUGHTON                          ISSUER             YES       FOR          FOR

PROPOSAL #06: RE-ELECTION OF BARONESS O CATHAIN                        ISSUER             YES       FOR          FOR




PROPOSAL #07: RE-ELECTION OF DR MARTIN READ                            ISSUER             YES       FOR          FOR

PROPOSAL #08: RE-APPOINTMENT OF AUDITOR                                ISSUER             YES       FOR          FOR

PROPOSAL #09: REMUNERATION OF AUDITOR                                  ISSUER             YES       FOR          FOR

PROPOSAL #10: ALLOTMENT OF SHARES                                      ISSUER             YES       FOR          FOR

----------------------------------------------------------------------------------------------------
Issuer:             BURLINGTON RESOURCES INC.
Ticker:             BR                       CUSIP:       122014103
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

ELECTION OF DIRECTOR: R.V. ANDERSON                                    ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: W. SCOTT, JR.                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.I. GRANT                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.E. WADE, JR.                                   ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: K.W. ORCE                                        ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #02: APPROVAL OF AN AMENDMENT TO THE COMPANY'S                ISSUER             YES       FOR          FOR
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO
650,000,000.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR THE YEAR ENDED DECEMBER 31, 2004.


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

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

ELECTION OF DIRECTOR: ROBERT PACE                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: HON. EDWARD C. LUMLEY                            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: J.V. RAYMOND CYR                                 ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: DENIS LOSIER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GILBERT H. LAMPHERE                              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: HUGH J. BOLTON                                   ISSUER             YES       FOR          FOR

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

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

----------------------------------------------------------------------------------------------------
Issuer:             CANADIAN PACIFIC RAILWAY LIMITED
Ticker:             CP                       CUSIP:       13645T100
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL W. WRIGHT                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: MADELEINE PAQUIN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DR. JAMES R. NININGER                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES E. NEWALL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACQUES LAMARRE                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: TIM W. FAITHFULL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN E. BACHAND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROGER PHILLIPS                                   ISSUER             YES       FOR          FOR

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

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

----------------------------------------------------------------------------------------------------
Issuer:             CARDINAL HEALTH, INC.
Ticker:             CAH                      CUSIP:       14149Y108
Meeting Date        11/5/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROBERT D. WALTER                                 ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: DAVE BING                                        ISSUER             YES       FOR          FOR




----------------------------------------------------------------------------------------------------
Issuer:             CATERPILLAR INC.
Ticker:             CAT                      CUSIP:       149123101
Meeting Date        4/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JUAN GALLARDO                                    ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: GORDON R. PARKER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD B. RUST, JR.                              ISSUER             YES       FOR          FOR

PROPOSAL #02: AMEND OPTION PLAN                                        ISSUER             YES       FOR          FOR

PROPOSAL #03: RATIFY AUDITORS                                          ISSUER             YES       FOR          FOR

PROPOSAL #04: STOCKHOLDER PROPOSAL - RIGHTS PLAN                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: STOCKHOLDER PROPOSAL - SALE OF EQUIPMENT TO              SHAREHOLDER        YES       ABSTAIN      AGAINST
 ISRAEL

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

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

ELECTION OF DIRECTOR: S. NUNN                                          ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: C. WARE                                          ISSUER             YES       FOR          FOR

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

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

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

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

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

ELECTION OF DIRECTOR: S. GINN                                          ISSUER             YES       FOR          FOR

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

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


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

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


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

PROPOSAL #06: POLITICAL DISCLOSURE                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

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




PROPOSAL #08: REPORT ON ECUADOR                                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #09: RENEWABLE ENERGY                                         SHAREHOLDER        YES       ABSTAIN      AGAINST

----------------------------------------------------------------------------------------------------
Issuer:             CINERGY CORP.
Ticker:             CIN                      CUSIP:       172474108
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: GEORGE C. JUILFS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DUDLEY S. TAFT                                   ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: ANDRALL E. PEARSON                               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: ANN DIBBLE JORDAN                                ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: CHARLES PRINCE                                   ISSUER             YES       FOR          FOR

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

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

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

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

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

ELECTION OF DIRECTOR: GEORGE DAVID                                     ISSUER             YES       FOR          FOR

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

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


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


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

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



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

----------------------------------------------------------------------------------------------------
Issuer:             COCA-COLA ENTERPRISES INC.
Ticker:             CCE                      CUSIP:       191219104
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: L. PHILLIP HUMANN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J. TREVOR EYTON                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GARY P. FAYARD                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAULA G. ROSPUT                                  ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #02: TO APPROVE THE EXECUTIVE MANAGEMENT                      ISSUER             YES       FOR          FOR
INCENTIVE PLAN (EFFECTIVE JANUARY 1, 2004)

PROPOSAL #03: TO APPROVE THE 2004 STOCK AWARD PLAN                     ISSUER             YES       AGAINST      AGAINST

PROPOSAL #04: TO APPROVE THE DEFERRED COMPENSATION PLAN                ISSUER             YES       FOR          FOR
FOR NONEMPLOYEE DIRECTORS (AS AMENDED AND RESTATED
EFFECTIVE FEBRUARY 17, 2004)

PROPOSAL #05: TO APPROVE THE UK EMPLOYEE SHARE PLAN                    ISSUER             YES       FOR          FOR

PROPOSAL #06: TO APPROVE THE STOCK SAVINGS PLAN (BELGIUM)              ISSUER             YES       FOR          FOR


PROPOSAL #07: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2004
FISCAL YEAR THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST PROPOSALS 8 AND 9

PROPOSAL #08: SHAREOWNER PROPOSAL TO REQUEST SHAREOWNER                SHAREHOLDER        YES       FOR          AGAINST
APPROVAL OF CERTAIN SEVERANCE AGREEMENTS

PROPOSAL #09: SHAREOWNER PROPOSAL TO REQUEST ADOPTION OF               SHAREHOLDER        YES       ABSTAIN      AGAINST
PUBLICLY STATED GOALS FOR ENHANCED RATE OF BEVERAGE
CONTAINER RECOVERY IN THE UNITED STATES.

----------------------------------------------------------------------------------------------------
Issuer:             COLGATE-PALMOLIVE COMPANY
Ticker:             CL                       CUSIP:       194162103
Meeting Date        5/7/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

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

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

ELECTION OF DIRECTOR: E.A. MONRAD                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. MARK                                          ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: E.M. HANCOCK                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY SELECTION OF PRICEWATERHOUSECOOPERS               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS



PROPOSAL #03: REAPPROVAL OF PORTIONS OF THE COMPANY'S                  ISSUER             YES       FOR          FOR
STOCKHOLDER-APPROVED EXECUTIVE INCENTIVE COMPENSATION
PLAN

PROPOSAL #04: STOCKHOLDER PROPOSAL ON  GOLDEN PARACHUTE                SHAREHOLDER        YES       AGAINST      FOR
SEVERANCE PAY

PROPOSAL #05: STOCKHOLDER PROPOSAL ON WORKPLACE HUMAN                  SHAREHOLDER        YES       ABSTAIN      AGAINST
RIGHTS

PROPOSAL #06: STOCKHOLDER PROPOSAL ON INDEPENDENT                      SHAREHOLDER        YES       AGAINST      FOR
CHAIRMAN

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

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

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

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

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

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

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

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

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

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

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

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

PROPOSAL #02: INDEPENDENT AUDITORS.                                    ISSUER             YES       FOR          FOR

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

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


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


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

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

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


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

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

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

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

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




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

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

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

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

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

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

PROPOSAL #05: COMMONSENSE EXECUTIVE COMPENSATION                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: ANWR DRILLING                                            SHAREHOLDER        YES       ABSTAIN      AGAINST

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             DELL COMPUTER CORPORATION
Ticker:             DELL                     CUSIP:       247025109
Meeting Date        7/18/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALEX J. MANDL                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL A. MILES                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MORTON L. TOPFER                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: ELIMINATION OF CLASSIFIED BOARD                          ISSUER             YES       FOR          FOR

PROPOSAL #03: CHANGE OF COMPANY NAME TO  DELL INC.                     ISSUER             YES       FOR          FOR

PROPOSAL #04: APPROVAL OF EXECUTIVE ANNUAL INCENTIVE                   ISSUER             YES       AGAINST      AGAINST
BONUS PLAN

----------------------------------------------------------------------------------------------------
Issuer:             DELTA AIR LINES, INC.
Ticker:             DAL                      CUSIP:       247361108
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN F. SMITH, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERALD GRINSTEIN                                 ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: EDWARD H. BUDD                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE M.C. FISHER                               ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.

PROPOSAL #03: RELATED TO CUMULATIVE VOTING FOR DIRECTORS.              SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #04: RELATED TO RESTRICTED SHARE PROGRAMS.                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: RELATED TO RETIREMENT BENEFITS FOR SENIOR                SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVES.

PROPOSAL #06: RELATED TO PROHIBITION ON COMPENSATION                   SHAREHOLDER        YES       AGAINST      FOR
INCREASES OR BENEFIT ENHANCEMENTS FOR EXECUTIVES.


----------------------------------------------------------------------------------------------------
Issuer:             DEUTSCHE TELEKOM AG
Ticker:             DT                       CUSIP:       251566105
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #02: APPROVAL OF THE RESOLUTION ON THE                        ISSUER             YES       FOR          FOR
APPROPRIATION OF NET INCOME.



PROPOSAL #03: APPROVAL OF ACTIONS BY THE BOARD OF                      ISSUER             YES       FOR          FOR
MANAGEMENT FOR THE FINANCIAL YEAR 2003.

PROPOSAL #04: APPROVAL OF ACTIONS BY THE SUPERVISORY                   ISSUER             YES       FOR          FOR
BOARD FOR THE FINANCIAL YEAR 2003.

PROPOSAL #05: APPROVAL TO APPOINT INDEPENDENT AUDITOR AND              ISSUER             YES       ABSTAIN      AGAINST
 GROUP AUDITOR FOR THE 2004 FINANCIAL YEAR.


PROPOSAL #06: APPROVAL OF THE RESOLUTION AUTHORIZING THE               ISSUER             YES       FOR          FOR
COMPANY TO PURCHASE AND USE ITS OWN SHARES.


PROPOSAL #07: APPROVAL OF THE RESOLUTION ON PARTIAL                    ISSUER             YES       AGAINST      AGAINST
REVOCATION OF AS YET UNUSED PART OF AUTHORIZATION TO
GRANT SUBSCRIPTION RIGHTS.

PROPOSAL #08: APPROVAL OF THE RESOLUTION ON THE                        ISSUER             YES       FOR          FOR
CANCELLATION OF THE APPROVED CAPITAL 2000 AND THE
CREATION OF NEW APPROVED CAPITAL 2004.

PROPOSAL #09: APPROVAL TO CONCLUDE A PROFIT AND LOSS                   ISSUER             YES       FOR          FOR
TRANSFER AGREEMENT WITH T-PUNKT VERTRIEBSGESELLSCHAFT
MBH.

PROPOSAL #10: APPROVAL TO CONCLUDE A PROFIT AND LOSS                   ISSUER             YES       FOR          FOR
TRANSFER AGREEMENT WITH TRAVIATA
TELEKOMMUNIKATIONSDIENSTE GMBH.

PROPOSAL #11: APPROVAL TO CONCLUDE A PROFIT AND LOSS                   ISSUER             YES       FOR          FOR
TRANSFER AGREEMENT WITH NORMA TELEKOMMUNIKATIONSDIENSTE
GMBH.

PROPOSAL #12: APPROVAL TO CONCLUDE A PROFIT AND LOSS                   ISSUER             YES       FOR          FOR
TRANSFER AGREEMENT WITH CARMEN TELEKOMMUNIKATIONSDIENSTE
GMBH.

PROPOSAL #13: APPROVAL OF THE RESOLUTION ON THE AMENDMENT              ISSUER             YES       FOR          FOR
 OF SECTION 13 OF THE ARTICLES OF INCORPORATION.


PROPOSAL #14: APPROVAL OF THE RESOLUTION ON THE AMENDMENT              ISSUER             YES       FOR          FOR
 OF SECTION 14 OF THE ARTICLES OF INCORPORATION.


----------------------------------------------------------------------------------------------------
Issuer:             DOLLAR GENERAL CORPORATION
Ticker:             DG                       CUSIP:       256669102
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. GORDON GEE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS C. BOTTORFF                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID A. PERDUE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARBARA M. KNUCKLES                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. NEAL PURCELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: REGINALD D. DICKSON                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES L. CLAYTON                                 ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JAMES D. ROBBINS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID M. WILDS                                   ISSUER             YES       FOR          FOR

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




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

----------------------------------------------------------------------------------------------------
Issuer:             E. I. DU PONT DE NEMOURS AND COMPANY
Ticker:             DD                       CUSIP:       263534109
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: W.K. REILLY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.O. HOLLIDAY, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.R. SHARP, III                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.D. JULIBER                                     ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C.J. CRAWFORD                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: M. NAITOH                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.C. DUEMLING                                    ISSUER             YES       FOR          FOR

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

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

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

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

PROPOSAL #03: ON GOVERNMENT SERVICE                                    SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #04: ON INTERNATIONAL WORKPLACE STANDARDS                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: ON EXECUTIVE COMPENSATION                                SHAREHOLDER        YES       AGAINST      FOR

----------------------------------------------------------------------------------------------------
Issuer:             ELI LILLY AND COMPANY
Ticker:             LLY                      CUSIP:       532457108
Meeting Date        4/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: K.P. SEIFERT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. BISCHOFF                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT BY THE                   ISSUER             YES       FOR          FOR
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST &
YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #03: APPROVE THE ELI LILLY AND COMPANY BONUS                  ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #04: PROPOSAL BY SHAREHOLDERS THAT THE BOARD                  SHAREHOLDER        YES       AGAINST      FOR
ADOPT A COMPENSATION PROGRAM LIMITING THE COMPENSATION OF
 SENIOR EXECUTIVES TO SPECIFIED LEVELS.


PROPOSAL #05: PROPOSAL BY SHAREHOLDERS THAT THE BOARD                  SHAREHOLDER        YES       ABSTAIN      AGAINST
REPORT ON HOW THE COMPANY WILL RESPOND TO PRESSURE TO
INCREASE ACCESS TO AND AFFORDABILITY OF PRESCRIPTION
DRUGS.



----------------------------------------------------------------------------------------------------
Issuer:             EMERSON ELECTRIC CO.
Ticker:             EMR                      CUSIP:       291011104
Meeting Date        2/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: C. FERNANDEZ G.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G.A. LODGE                                       ISSUER             YES       FOR          FOR

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

PROPOSAL #02: RE-APPROVAL OF PERFORMANCE MEASURES UNDER                ISSUER             YES       FOR          FOR
THE EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN


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

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

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

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

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

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

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: GWYN MORGAN                                      ISSUER             YES       FOR          FOR

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

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

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

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

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

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



----------------------------------------------------------------------------------------------------
Issuer:             EXELON CORPORATION
Ticker:             EXC                      CUSIP:       30161N101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: NICHOLAS DEBENEDICTIS                            ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: SUE L. GIN                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDGAR D. JANNOTTA                                ISSUER             YES       FOR          FOR

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


PROPOSAL #03: APPROVAL OF ANNUAL INCENTIVE PLAN FOR                    ISSUER             YES       FOR          FOR
SENIOR EXECUTIVES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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




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

ELECTION OF DIRECTOR: HENRY KAUFMAN                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: CHRISTINA SEIX                                   ISSUER             YES       FOR          FOR

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

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

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

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

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

ELECTION OF DIRECTOR: RICHARD KARL GOELTZ                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHELLE ENGLER                                  ISSUER             YES       FOR          FOR

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             FEDEX CORPORATION
Ticker:             FDX                      CUSIP:       31428X106
Meeting Date        9/29/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOSHUA I. SMITH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE J. MITCHELL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: AUGUST A. BUSCH IV                               ISSUER             YES       FOR          FOR

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

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

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

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING                           SHAREHOLDER        YES       FOR          AGAINST
DECLASSIFICATION OF THE BOARD OF DIRECTORS.

----------------------------------------------------------------------------------------------------
Issuer:             FPL GROUP, INC.
Ticker:             FPL                      CUSIP:       302571104
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES L. CAMAREN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEWIS HAY III                                    ISSUER             YES       FOR          FOR

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

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




ELECTION OF DIRECTOR: ROBERT M. BEALL, II                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. JESSE ARNELLE                                 ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: J. HYATT BROWN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SHERRY S. BARRAT                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK G. ZARB                                    ISSUER             YES       FOR          FOR

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

PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED LONG                ISSUER             YES       FOR          FOR
TERM INCENTIVE PLAN, IN AN AMENDED FORM.

PROPOSAL #04: APPROVAL OF THE ANNUAL INCENTIVE PLAN AS                 ISSUER             YES       FOR          FOR
REQUIRED BY THE INTERNAL REVENUE CODE.

PROPOSAL #05: APPROVAL OF THE PERFORMANCE-BASED AWARDS                 ISSUER             YES       FOR          FOR
PROVISIONS OF THE AMENDED AND RESTATED LONG TERM
INCENTIVE PLAN AS REQUIRED BY THE INTERNAL REVENUE CODE.


PROPOSAL #06: APPROVAL OF AN AMENDMENT TO THE RESTATED                 ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.

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

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

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

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

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


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

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

----------------------------------------------------------------------------------------------------
Issuer:             GENERAL DYNAMICS CORPORATION
Ticker:             GD                       CUSIP:       369550108
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: C.E. MUNDY, JR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.H. GOODMAN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L.L. LYLES                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. WALMSLEY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.G. KAMINSKI                                    ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: N.D. CHABRAJA                                    ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: G.A. JOULWAN                                     ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: L. CROWN                                         ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF THE EQUITY COMPENSATION PLAN.                ISSUER             YES       FOR          FOR


PROPOSAL #03: SHAREHOLDER PROPOSAL WITH REGARD TO POISON               SHAREHOLDER        YES       AGAINST      FOR
PILLS.

PROPOSAL #04: SHAREHOLDER PROPOSAL WITH REGARD TO FOREIGN              SHAREHOLDER        YES       ABSTAIN      AGAINST
 MILITARY SALES.

----------------------------------------------------------------------------------------------------
Issuer:             GENERAL MILLS, INC.
Ticker:             GIS                      CUSIP:       370334104
Meeting Date        9/22/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: A. MICHAEL SPENCE                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PAUL S. WALSH                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEPHEN W. SANGER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND G. VIAULT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                             ISSUER             YES       WITHHOLD     AGAINST

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

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

ELECTION OF DIRECTOR: LIVIO D. DESIMONE                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DOROTHY A. TERRELL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HEIDI G. MILLER                                  ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: H. OCHOA-BRILLEMBOURG                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDITH R. HOPE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM T. ESREY                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPROVAL OF APPOINTMENT OF KPMG LLP AS                   ISSUER             YES       FOR          FOR
INDEPENDENT AUDITOR.

PROPOSAL #03: ADOPTION OF THE GENERAL MILLS, INC. 2003                 ISSUER             YES       AGAINST      AGAINST
STOCK COMPENSATION PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             GENERAL MOTORS CORPORATION
Ticker:             GM                       CUSIP:       370442105
Meeting Date        6/2/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: G.M.C. FISHER                                    ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: G.R. WAGONER, JR.                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.H. BRYAN                                       ISSUER             YES       WITHHOLD     AGAINST

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




ELECTION OF DIRECTOR: P.N. BARNEVIK                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: K. KATEN                                         ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: K. KRESA                                         ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: E. PFEIFFER                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY SELECTION OF INDEPENDENT ACCOUNTANTS              ISSUER             YES       FOR          FOR


PROPOSAL #03: ELIMINATE AWARDING, REPRICING, OR RENEWING               SHAREHOLDER        YES       AGAINST      FOR
STOCK OPTIONS

PROPOSAL #04: ELIMINATE OPTIONS, SARS, AND SEVERANCE                   SHAREHOLDER        YES       AGAINST      FOR
PAYMENTS

PROPOSAL #05: REQUIRE AN INDEPENDENT CHAIRMAN SEPARATE                 SHAREHOLDER        YES       AGAINST      FOR
FROM CHIEF EXECUTIVE OFFICER

PROPOSAL #06: APPOINT INDEPENDENT DIRECTORS TO KEY BOARD               SHAREHOLDER        YES       AGAINST      FOR
COMMITTEES

PROPOSAL #07: REPORT ON GREENHOUSE GAS EMISSIONS                       SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #08: APPROVE  GOLDEN PARACHUTES                               SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: REQUIRE SENIOR EXECUTIVES AND DIRECTORS TO               SHAREHOLDER        YES       AGAINST      FOR
RETAIN STOCK OBTAINED BY EXERCISING OPTIONS


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

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

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

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

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

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

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

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

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

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

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

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

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



----------------------------------------------------------------------------------------------------
Issuer:             HONEYWELL INTERNATIONAL INC.
Ticker:             HON                      CUSIP:       438516106
Meeting Date        4/26/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BRUCE KARATZ                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES J. HOWARD                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERIC K. SHINSEKI                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RUSSELL E. PALMER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: IVAN G. SEIDENBERG                               ISSUER             YES       FOR          FOR

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

PROPOSAL #03: ANNUAL ELECTION OF DIRECTORS                             SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #04: SHAREOWNER VOTING PROVISIONS                             SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #05: SHAREOWNER INPUT - GOLDEN PARACHUTES                     SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: RESOLUTION ON PAY DISPARITY                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

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

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

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

ELECTION OF DIRECTOR: C. GHOSN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. BLACK                                         ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: S. TAUREL                                        ISSUER             YES       WITHHOLD     AGAINST

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

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

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

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

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

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

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


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

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

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



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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             INTERNATIONAL PAPER COMPANY
Ticker:             IP                       CUSIP:       460146103
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARTHA F. BROOKS*                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. CRAIG MCCLELLAND*                             ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JAMES A. HENDERSON*                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT D. KENNEDY*                               ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
THE COMPANY'S INDEPENDENT AUDITOR FOR 2004.

PROPOSAL #03: APPROVAL OF THE AMENDED LONG-TERM INCENTIVE              ISSUER             YES       FOR          FOR
 COMPENSATION PLAN.

PROPOSAL #04: REAFFIRMATION OF THE PERFORMANCE GOALS                   ISSUER             YES       FOR          FOR
UNDER THE LONG-TERM INCENTIVE COMPENSATION PLAN.


PROPOSAL #05: PROPOSAL RELATING TO LIMITING COMPENSATION               SHAREHOLDER        YES       AGAINST      FOR
OF CHIEF EXECUTIVE OFFICER.

----------------------------------------------------------------------------------------------------
Issuer:             KELLOGG COMPANY
Ticker:             K                        CUSIP:       487836108
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: GORDON GUND                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: BENJAMIN S. CARSON, SR.                          ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR FOR                  ISSUER             YES       FOR          FOR
2004

PROPOSAL #03: REPORT ON IMPACTS OF GENETICALLY ENGINEERED              SHAREHOLDER        YES       ABSTAIN      AGAINST
 FOOD



----------------------------------------------------------------------------------------------------
Issuer:             KEYCORP
Ticker:             KEY                      CUSIP:       493267108
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDUARDO R. MENASCE                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: PETER G. TEN EYCK, II                            ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DOUGLAS J. MCGREGOR                              ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE KEYCORP 2004 EQUITY                      ISSUER             YES       AGAINST      AGAINST
COMPENSATION PLAN.

PROPOSAL #03: APPROVAL OF THE KEYCORP ANNUAL PERFORMANCE               ISSUER             YES       FOR          FOR
PLAN.

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

----------------------------------------------------------------------------------------------------
Issuer:             KIMBERLY-CLARK CORPORATION
Ticker:             KMB                      CUSIP:       494368103
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: LINDA JOHNSON RICE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PASTORA S.J. CAFFERTY                            ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF AMENDMENTS TO 2001 EQUITY                    ISSUER             YES       FOR          FOR
PARTICIPATION PLAN

PROPOSAL #03: APPROVAL OF AUDITORS                                     ISSUER             YES       FOR          FOR

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING THE                       SHAREHOLDER        YES       FOR          AGAINST
CORPORATION'S AMENDED AND RESTATED RIGHTS AGREEMENT

----------------------------------------------------------------------------------------------------
Issuer:             KRAFT FOODS INC.
Ticker:             KFT                      CUSIP:       50075N104
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MARY L. SCHAPIRO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BETSY D. HOLDEN                                  ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: ROGER K. DEROMEDI                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DINYAR S. DEVITRE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES R. WALL                                  ISSUER             YES       FOR          FOR

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




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

----------------------------------------------------------------------------------------------------
Issuer:             MARSH & MCLENNAN COMPANIES, INC.
Ticker:             MMC                      CUSIP:       571748102
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ZACHARY W. CARTER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAY J. GROVES                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: OSCAR FANJUL                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROBERT F. ERBURU                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: LEWIS W. BERNARD                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR 2004.

----------------------------------------------------------------------------------------------------
Issuer:             MBIA INC.
Ticker:             MBI                      CUSIP:       55262C100
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: DEBRA J. PERRY                                   ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: CLAIRE L. GAUDIANI                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. EDWARD CHAPLIN                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JOSEPH W. BROWN                                  ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF APPOINTMENT OF                               ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.

----------------------------------------------------------------------------------------------------
Issuer:             MCDONALD'S CORPORATION
Ticker:             MCD                      CUSIP:       580135101
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: ROGER W. STONE                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JOHN W. ROGERS, JR.                              ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF AUDITORS                                     ISSUER             YES       FOR          FOR




PROPOSAL #03: APPROVAL OF MCDONALD'S CORPORATION AMENDED               ISSUER             YES       FOR          FOR
AND RESTATED 2001 OMNIBUS STOCK OWNERSHIP PLAN


PROPOSAL #04: APPROVAL OF MCDONALD'S CORPORATION 2004                  ISSUER             YES       FOR          FOR
CASH INCENTIVE PLAN

----------------------------------------------------------------------------------------------------
Issuer:             MERRILL LYNCH & CO., INC.
Ticker:             MER                      CUSIP:       590188108
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID K. NEWBIGGING                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH W. PRUEHER                                ISSUER             YES       FOR          FOR

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

PROPOSAL #03: INSTITUTE CUMULATIVE VOTING                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #04: INDEPENDENT CHAIRMAN SEPARATE FROM CHIEF                 SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE OFFICER

----------------------------------------------------------------------------------------------------
Issuer:             MICROSOFT CORPORATION
Ticker:             MSFT                     CUSIP:       594918104
Meeting Date        11/11/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS                          ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: WM. G. REED JR.                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                             ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: JAMES I. CASH JR.                                ISSUER             YES       WITHHOLD     AGAINST

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

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

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

PROPOSAL #04: SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS               SHAREHOLDER        YES       ABSTAIN      AGAINST
A VOTE  AGAINST THIS PROPOSAL)

----------------------------------------------------------------------------------------------------
Issuer:             MORGAN STANLEY
Ticker:             MWD                      CUSIP:       617446448
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DR. KLAUS ZUMWINKEL                              ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: SIR HOWARD DAVIES                                ISSUER             YES       FOR          FOR




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

PROPOSAL #03: SHAREHOLDER PROPOSAL TO DECLASSIFY THE                   SHAREHOLDER        YES       FOR          AGAINST
BOARD OF DIRECTORS

PROPOSAL #04: SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER              SHAREHOLDER        YES       AGAINST      FOR
 APPROVAL OF GOLDEN PARACHUTE  AGREEMENTS

PROPOSAL #05: SHAREHOLDER PROPOSAL TO DISCLOSE POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

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Issuer:             MOTOROLA, INC.
Ticker:             MOT                      CUSIP:       620076109
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: S. SCOTT III                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D. WARNER III                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: M. ZAFIROVSKI                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: W. MASSEY                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. WHITE                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: N. NEGROPONTE                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. PEPPER, JR.                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I. NOOYI                                         ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J. LEWENT                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. ZANDER                                        ISSUER             YES       FOR          FOR

PROPOSAL #02: SHAREHOLDER PROPOSAL RE: COMMONSENSE                     SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION

PROPOSAL #03: SHAREHOLDER PROPOSAL RE: PERFORMANCE AND                 SHAREHOLDER        YES       AGAINST      FOR
TIME-BASED RESTRICTED SHARES

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Issuer:             NOKIA CORPORATION
Ticker:             NOK                      CUSIP:       654902204
Meeting Date        3/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1A: APPROVAL OF THE INCOME STATEMENTS AND THE                ISSUER             YES       FOR          FOR
BALANCE SHEETS.

PROPOSAL #1B: APPROVAL OF A DIVIDEND OF EUR 0.30 PER                   ISSUER             YES       FOR          FOR
SHARE.

PROPOSAL #1C: APPROVAL OF THE DISCHARGE OF THE CHAIRMAN,               ISSUER             YES       FOR          FOR
THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT
FROM LIABILITY.

ELECTION OF DIRECTOR: VESA VAINIO                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARJORIE SCARDINO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JORMA OLLILA                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PER KARLSSON                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BENGT HOLMSTROM                                  ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: GEORG EHRNROOTH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNE WESSBERG                                    ISSUER             YES       FOR          FOR

PROPOSAL #1G: APPROVAL OF THE APPOINTMENT OF THE AUDITOR.              ISSUER             YES       AGAINST      AGAINST
 ( FOR  AND  ABSTAIN  ARE THE ONLY VALID VOTING OPTIONS)


PROPOSAL #2: APPROVAL OF THE PROPOSAL OF THE BOARD TO                  ISSUER             YES       FOR          FOR
REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY THE COMPANY

PROPOSAL #3: APPROVAL OF THE AUTHORIZATION TO THE BOARD                ISSUER             YES       FOR          FOR
TO INCREASE THE SHARE CAPITAL OF THE COMPANY.

PROPOSAL #4: APPROVAL OF THE AUTHORIZATION TO THE BOARD                ISSUER             YES       FOR          FOR
TO REPURCHASE NOKIA SHARES.

PROPOSAL #5: APPROVAL OF THE AUTHORIZATION TO THE BOARD                ISSUER             YES       FOR          FOR
TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.

PROPOSAL #6: APPROVAL OF THE PROPOSAL OF THE BOARD TO                  ISSUER             YES       AGAINST      AGAINST
INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA
CORPORATION.

PROPOSAL #7: MARK THE  FOR  BOX IF YOU WISH TO INSTRUCT                ISSUER             YES       AGAINST      N/A
THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA
UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL
POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCRETION, ON
YOUR BEHALF ONLY UPON ITEM 7 OF THE ANNUAL MEETING AND
ANY ADJOURNMENTS OR POSTPONEMENT THEREOF.


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Issuer:             NORFOLK SOUTHERN CORPORATION
Ticker:             NSC                      CUSIP:       655844108
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BURTON M. JOYCE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JANE MARGARET O'BRIEN                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALSTON D. CORRELL                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LANDON HILLIARD                                  ISSUER             YES       FOR          FOR

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


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Issuer:             PALL CORPORATION
Ticker:             PLL                      CUSIP:       696429307
Meeting Date        11/19/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARCUS WILSON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERIC KRASNOFF                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES D. WATSON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANIEL J. CARROLL, JR.                           ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #02: APPROVAL OF THE 2004 EXECUTIVE INCENTIVE                 ISSUER             YES       FOR          FOR
BONUS PLAN.

PROPOSAL #03: APPROVAL OF THE PROPOSED AMENDMENT TO THE                ISSUER             YES       FOR          FOR
MANAGEMENT STOCK PURCHASE PLAN.



PROPOSAL #04: APPROVAL OF THE PROPOSED AMENDMENT TO THE                ISSUER             YES       FOR          FOR
EMPLOYEE STOCK PURCHASE PLAN.

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Issuer:             PARKER-HANNIFIN CORPORATION
Ticker:             PH                       CUSIP:       701094104
Meeting Date        10/22/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALLAN L. RAYFIELD                                ISSUER             YES       WITHHOLD     AGAINST

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

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

ELECTION OF DIRECTOR: KLAUS-PETER MULLER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GIULIO MAZZALUPI                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR FY04.

PROPOSAL #03: APPROVAL OF THE PARKER-HANNIFIN CORPORATION              ISSUER             YES       AGAINST      AGAINST
 2003 STOCK INCENTIVE PLAN.

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Issuer:             PEPSICO, INC.
Ticker:             PEP                      CUSIP:       713448108
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

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

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

ELECTION OF DIRECTOR: R.L. HUNT                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: R.E. ALLEN                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D. VASELLA                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: S.P. ROCKEFELLER                                 ISSUER             YES       WITHHOLD     AGAINST

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

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

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

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

PROPOSAL #02: APPROVAL OF AUDITORS                                     ISSUER             YES       FOR          FOR

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

PROPOSAL #04: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.22)              SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #05: SHAREHOLDER PROPOSAL (PROXY STATEMENT P.23)              SHAREHOLDER        YES       ABSTAIN      AGAINST




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Issuer:             PETROLEO BRASILEIRO S.A. - PETROBRAS
Ticker:             PBR                      CUSIP:       71654V408
Meeting Date        3/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #A1: APPROVAL OF THE MANAGEMENT REPORT, THE                   ISSUER             NO        N/A          N/A
FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S OPINION FOR
THE FISCAL YEAR 2003.

PROPOSAL #A2: APPROVAL OF THE CAPITAL EXPENDITURES                     ISSUER             NO        N/A          N/A
BUDGET FOR THE FISCAL YEAR 2004.

PROPOSAL #A3: APPROVAL OF THE DISTRIBUTION OF RESULTS FOR              ISSUER             NO        N/A          N/A
 THE FISCAL YEAR 2003.

PROPOSAL #A4: APPROVAL OF THE ELECTION OF MEMBERS TO THE               ISSUER             NO        N/A          N/A
BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY
OF THE SHAREHOLDERS AT THE MEETING.*


PROPOSAL #E1: APPROVAL OF THE INCREASE IN CAPITAL STOCK                ISSUER             NO        N/A          N/A
THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES
 CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$
13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$
19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY CHANGE TO
 THE NUMBER OF ISSUED SHARES.


PROPOSAL #E2: APPROVAL OF THE INCREASE IN THE LIMIT OF                 ISSUER             NO        N/A          N/A
AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION.


PROPOSAL #E3: APPROVAL OF THE ESTABLISHMENT OF THE                     ISSUER             NO        N/A          N/A
COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS.

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Issuer:             PFIZER INC.
Ticker:             PFE                      CUSIP:       717081103
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

ELECTION OF DIRECTOR: W. DON CORNWELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL                               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: CONSTANCE J. HORNER                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STANLEY O. IKENBERRY                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RUTH J. SIMMONS                                  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: WILLIAM R. HOWELL                                ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: DANA G. MEAD                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: A PROPOSAL TO APPROVE THE APPOINTMENT OF                 ISSUER             YES       FOR          FOR
KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: A PROPOSAL TO APPROVE THE PFIZER INC. 2004               ISSUER             YES       FOR          FOR
STOCK PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING REVIEW OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY.


PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.

PROPOSAL #07: SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM              SHAREHOLDER        YES       AGAINST      FOR
 LIMITS ON DIRECTORS.

PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 INCREASING ACCESS TO PFIZER PRODUCTS.

PROPOSAL #09: SHAREHOLDER PROPOSAL ON STOCK OPTIONS.                   SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: SHAREHOLDER PROPOSAL ON IN VITRO TESTING.                SHAREHOLDER        YES       ABSTAIN      AGAINST


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Issuer:             PINNACLE WEST CAPITAL CORPORATION
Ticker:             PNW                      CUSIP:       723484101
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ROY A. HERBERGER, JR.                            ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: HUMBERTO S. LOPEZ                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KATHRYN L. MUNRO                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE LLP AS                 ISSUER             YES       FOR          FOR
THE COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING
DECEMBER 31, 2004

PROPOSAL #03: VOTE ON SHAREHOLDER PROPOSAL                             SHAREHOLDER        YES       ABSTAIN      AGAINST

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Issuer:             PITNEY BOWES INC.
Ticker:             PBI                      CUSIP:       724479100
Meeting Date        5/10/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDUARDO R. MENASCE                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: ERNIE GREEN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA G. ALVARADO                                ISSUER             YES       FOR          FOR

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


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



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Issuer:             PPG INDUSTRIES, INC.
Ticker:             PPG                      CUSIP:       693506107
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ERROLL B. DAVIS, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALLEN J. KROWE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES G. BERGES                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: VICTORIA F. HAYNES                               ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO ENDORSE THE APPOINTMENT OF                   ISSUER             YES       FOR          FOR
DELOITTE & TOUCHE LLP AS AUDITORS FOR 2004.

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Issuer:             PROGRESS ENERGY, INC.
Ticker:             PGN                      CUSIP:       743263105
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: P. RUMMELL                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. WITTNER                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. MCKEE                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. MCGEHEE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. COKER                                         ISSUER             YES       FOR          FOR

PROPOSAL #02: SHAREHOLDER PROPOSAL RELATING TO STOCK                   SHAREHOLDER        YES       AGAINST      FOR
OPTIONS FOR DIRECTORS AND CERTAIN EXECUTIVE OFFICERS AS
SET FORTH IN THE PROXY STATEMENT.

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Issuer:             REPSOL YPF, S.A.
Ticker:             REP                      CUSIP:       76026T205
Meeting Date        3/31/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: THE CONSOLIDATED ANNUAL FINANCIAL                        ISSUER             YES       FOR          FOR
STATEMENTS OF  REPSOL YPF, S.A.,  AND ITS SUBSIDIARIES
FOR THE FISCAL YEAR ENDED 31ST DECEMBER 2003.


PROPOSAL #02: APPOINTMENT, RATIFICATION, RE-ELECTION, OR               ISSUER             YES       ABSTAIN      AGAINST
STATUTORY RENEWAL OF TERM OF OFFICE OF THE BOARD MEMBERS.


PROPOSAL #03: APPOINTMENT OR RE-ELECTION OF THE AUDITOR                ISSUER             YES       FOR          FOR
OF THE FINANCIAL STATEMENTS OF  REPSOL YPF, S.A.,  AND
ITS CONSOLIDATED GROUP.

PROPOSAL #04: AUTHORIZATION OF THE BOARD OF DIRECTORS FOR              ISSUER             YES       FOR          FOR
 THE DERIVATIVE ACQUISITION OF SHARES OF  REPSOL YPF,
S.A.,  DIRECTLY OR THROUGH CONTROLLED COMPANIES.


PROPOSAL #05: AMENDMENT OF ARTICLES 1 ( DENOMINATION ),                ISSUER             YES       FOR          FOR
15 ( SHAREHOLDERS MEETING ), 23 ( RIGHT OF ATTENDANCE ),
24 ( REPRESENTATION ), 30 ( COMPOSITION OF THE BOARD ),
AND 33 ( LIABILITY ) OF THE CORPORATE BYLAWS TO MAKE THEM
 CONSISTENT WITH THE PROVISIONS OF LAW 26/2003 OF 17TH
JULY.

PROPOSAL #06: AMENDMENT OF ARTICLES 6, 7, AND 8 OF THE                 ISSUER             YES       FOR          FOR
REGULATIONS OF THE GENERAL SHAREHOLDER'S MEETINGS  TO
MAKE THEM CONSISTENT WITH THE REQUIREMENTS OF LAW 26/2003
 OF 17TH JULY.



PROPOSAL #07: DELEGATION OF POWERS TO COMPLEMENT,                      ISSUER             YES       FOR          FOR
DEVELOP, IMPLEMENT, CORRECT AND FORMALIZE RESOLUTIONS
ADOPTED BY THE SHAREHOLDERS  MEETING.

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Issuer:             RIO TINTO PLC
Ticker:             RTP                      CUSIP:       767204100
Meeting Date        4/7/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: AUTHORITY TO ALLOT RELEVANT SECURITIES                   ISSUER             YES       FOR          FOR
UNDER SECTION 80 OF THE COMPANIES ACT 1955


PROPOSAL #02: AUTHORITY TO ALLOT EQUITY SECURITIES FOR                 ISSUER             YES       FOR          FOR
CASH UNDER SECTION 89 OF THE COMPANIES ACT 1955

PROPOSAL #03: AUTHORITY TO PURCHASE RIO TINTO PLC SHARES               ISSUER             YES       FOR          FOR
BY THE COMPANY OR RIO TINTO LIMITED

PROPOSAL #04: APPROVAL OF THE MINING COMPANIES                         ISSUER             YES       FOR          FOR
COMPARATIVE PLAN 2004 AND THE RIO TINTO SHARE OPTION PLAN
 2004

PROPOSAL #05: ELECTION OF SIR JOHN KERR AS A DIRECTOR                  ISSUER             YES       FOR          FOR


PROPOSAL #06: RE-ELECTION OF MR LEIGH CLIFFORD AS A                    ISSUER             YES       FOR          FOR
DIRECTOR

PROPOSAL #07: RE-ELECTION OF MR GUY ELLIOTT AS A DIRECTOR              ISSUER             YES       FOR          FOR


PROPOSAL #08: RE-ELECTION OF SIR RICHARD SYKES AS A                    ISSUER             YES       FOR          FOR
DIRECTOR (MEMBER OF THE REMUNERATIONS COMMITTEE)

PROPOSAL #09: RE-ELECTION OF RICHARD GIORDANO AS A                     ISSUER             YES       FOR          FOR
DIRECTOR (MEMBER OF THE AUDIT, NOMINATIONS,
SOCIAL/ENVIRONMENTAL ACCOUNT. COMMITTEES)

PROPOSAL #10: RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS                 ISSUER             YES       AGAINST      AGAINST
LLP AS AUDITORS AND AUTHORITY TO DETERMINE THEIR
REMUNERATION

PROPOSAL #11: APPROVAL OF REMUNERATION REPORT                          ISSUER             YES       FOR          FOR

PROPOSAL #12: RECEIVE ANNUAL REPORT AND FINANCIAL                      ISSUER             YES       FOR          FOR
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

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Issuer:             ROHM AND HAAS COMPANY
Ticker:             ROH                      CUSIP:       775371107
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

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

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

ELECTION OF DIRECTOR: T.W. HAAS                                        ISSUER             YES       FOR          FOR

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

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

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

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




ELECTION OF DIRECTOR: S.O. MOOSE                                       ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: E.G. GRAVES, SR.                                 ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF A PROPOSAL TO ADOPT THE 2004                 ISSUER             YES       FOR          FOR
ROHM AND HAAS COMPANY ANNUAL INCENTIVE PLAN.

PROPOSAL #03: APPROVAL OF A PROPOSAL TO ADOPT THE 2004                 ISSUER             YES       FOR          FOR
ROHM AND HAAS COMPANY LONG-TERM PERFORMANCE SHARE PLAN.


PROPOSAL #04: APPROVAL OF THE 2004 AMENDED AND RESTATED                ISSUER             YES       FOR          FOR
ROHN AND HAAS COMPANY STOCK PLAN.

PROPOSAL #05: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP               ISSUER             YES       FOR          FOR
AS ROHM AND HAAS COMPANY'S INDEPENDENT AUDITOR FOR 2004.


PROPOSAL #06: TO TRANSACT ANY OTHER BUSINESS AS MAY                    ISSUER             YES       AGAINST      AGAINST
PROPERLY COME BEFORE THE MEETING.

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Issuer:             ROYAL DUTCH PETROLEUM COMPANY
Ticker:             RD                       CUSIP:       780257804
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #2A: FINALIZATION OF THE BALANCE SHEET AS AT                  ISSUER             YES       FOR          FOR
DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE
YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE
PROFIT AND LOSS ACCOUNT.

PROPOSAL #2B: DECLARATION OF THE TOTAL DIVIDEND FOR THE                ISSUER             YES       FOR          FOR
YEAR 2003.

PROPOSAL #2C: DISCHARGE OF THE MANAGING DIRECTORS OF                   ISSUER             YES       FOR          FOR
RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE
YEAR 2003.

PROPOSAL #2D: DISCHARGE OF THE MEMBERS OF THE SUPERVISORY              ISSUER             YES       FOR          FOR
 BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE
YEAR 2003.

PROPOSAL #03: APPOINTMENT OF MS. L.Z. COOK AS A MANAGING               ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR OF THE COMPANY.*

PROPOSAL #04: APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A                ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD.*

PROPOSAL #05: APPOINTMENT OF MR. M.A. VAN DEN BERGH AS A               ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY
ROTATION.*

PROPOSAL #06: REDUCTION OF THE ISSUED SHARE CAPITAL WITH               ISSUER             YES       FOR          FOR
A VIEW TO CANCELLA TION OF THE SHARES ACQUIRED BY THE
COMPANY IN ITS OWN CAPITAL.

PROPOSAL #07: AUTHORIZATION OF THE BOARD OF MANAGEMENT,                ISSUER             YES       FOR          FOR
PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL
CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE
CAPITAL OF THE COMPANY.

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Issuer:             SARA LEE CORPORATION
Ticker:             SLE                      CUSIP:       803111103
Meeting Date        10/30/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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



ELECTION OF DIRECTOR: J. CROWN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. COKER                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.T. BATTENBERG III                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: L. KOELLNER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. RIDGWAY                                       ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: J. MANLEY                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. DAVIS                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. THOMAS                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. VAN LEDE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V. JORDAN, JR.                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF                       ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS SARA LEE'S INDEPENDENT
ACCOUNTANTS FOR FISCAL 2004.

PROPOSAL #03: TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING              SHAREHOLDER        YES       ABSTAIN      AGAINST
 CHARITABLE CONTRIBUTIONS.

PROPOSAL #04: TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING              SHAREHOLDER        YES       ABSTAIN      AGAINST
 SARA LEE'S CODE OF CONDUCT.

----------------------------------------------------------------------------------------------------
Issuer:             SBC COMMUNICATIONS INC.
Ticker:             SBC                      CUSIP:       78387G103
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN B. MCCOY                                    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: JAMES E. BARNES                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. DONLEY RITCHEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PATRICIA P. UPTON                                ISSUER             YES       FOR          FOR

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

PROPOSAL #03: APPROVE AN AMENDMENT TO SBC'S BYLAWS.                    ISSUER             YES       FOR          FOR

PROPOSAL #04: STOCKHOLDER PROPOSAL A.                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: STOCKHOLDER PROPOSAL B.                                  SHAREHOLDER        YES       AGAINST      FOR

----------------------------------------------------------------------------------------------------
Issuer:             SCHERING-PLOUGH CORPORATION
Ticker:             SGP                      CUSIP:       806605101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD DE J. OSBORNE                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EUGENE R. MCGRATH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIP LEDER, M.D.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRED HASSAN                                      ISSUER             YES       FOR          FOR




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

PROPOSAL #03: APPROVAL OF THE OPERATIONS MANAGEMENT TEAM               ISSUER             YES       FOR          FOR
INCENTIVE PLAN

----------------------------------------------------------------------------------------------------
Issuer:             SCHLUMBERGER LIMITED (SCHLUMBERGER N
Ticker:             SLB                      CUSIP:       806857108
Meeting Date        4/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: A. GOULD                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: N. SEYDOUX                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T. SANDVOLD                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. LEVY-LANG                                     ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: J. DEUTCH                                        ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: A. LAJOUS                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T. ISAAC                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: D. PRIMAT                                        ISSUER             YES       FOR          FOR

PROPOSAL #02: ADOPTION AND APPROVAL OF FINANCIALS AND                  ISSUER             YES       FOR          FOR
DIVIDENDS

PROPOSAL #03: APPROVAL OF ADOPTION OF THE 2004 STOCK AND               ISSUER             YES       FOR          FOR
DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS

PROPOSAL #04: APPROVAL OF AUDITORS                                     ISSUER             YES       FOR          FOR

----------------------------------------------------------------------------------------------------
Issuer:             SONY CORPORATION
Ticker:             SNE                      CUSIP:       835699307
Meeting Date        6/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #C1: TO AMEND A PART OF THE ARTICLES OF                       ISSUER             YES       AGAINST      AGAINST
INCORPORATION.

PROPOSAL #C2: TO ELECT 16 DIRECTORS.                                   ISSUER             YES       ABSTAIN      AGAINST

PROPOSAL #C3: TO ISSUE STOCK ACQUISITION RIGHTS FOR THE                ISSUER             YES       FOR          FOR
SHARES OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
 OF GRANTING STOCK OPTIONS.

PROPOSAL #C4: TO ISSUE STOCK ACQUISITION RIGHTS FOR THE                ISSUER             YES       FOR          FOR
SHARES OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.


PROPOSAL #S5: TO AMEND THE ARTICLES OF INCORPORATION WITH              SHAREHOLDER        YES       AGAINST      FOR
 RESPECT TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.

----------------------------------------------------------------------------------------------------
Issuer:             TARGET CORPORATION
Ticker:             TGT                      CUSIP:       87612E106
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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



ELECTION OF DIRECTOR: MICHELE J. HOOPER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN W. SANGER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WARREN R. STALEY                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CALVIN DARDEN                                    ISSUER             YES       FOR          FOR

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

PROPOSAL #03: APPROVAL OF THE TARGET CORPORATION                       ISSUER             YES       FOR          FOR
LONG-TERM INCENTIVE PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             TEMPLE-INLAND INC.
Ticker:             TIN                      CUSIP:       879868107
Meeting Date        5/7/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: E. LINN DRAPER, JR.                              ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: KENNETH M. JASTROW, II                           ISSUER             YES       FOR          FOR

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

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

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ERNST &              ISSUER             YES       FOR          FOR
 YOUNG LLP AS INDEPENDENT AUDITORS OF TEMPLE-INLAND INC.
FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.


----------------------------------------------------------------------------------------------------
Issuer:             TEXAS INSTRUMENTS INCORPORATED
Ticker:             TXN                      CUSIP:       882508104
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: G.W. FRONTERHOUSE                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: D.L. BOREN                                       ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: W.R. SANDERS                                     ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: R.K. TEMPLETON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.T. WHITMAN                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D.R. GOODE                                       ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF              ISSUER             YES       FOR          FOR
 ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR 2004.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING EXPENSING OF              SHAREHOLDER        YES       FOR          AGAINST
 STOCK OPTIONS.



----------------------------------------------------------------------------------------------------
Issuer:             THE DOW CHEMICAL COMPANY
Ticker:             DOW                      CUSIP:       260543103
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JEFF M. FETTIG                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM S. STAVROPOULOS                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANDREW N. LIVERIS                                ISSUER             YES       FOR          FOR

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

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       FOR          FOR
 & TOUCHE LLP AS DOW'S INDEPENDENT AUDITORS FOR 2004.


PROPOSAL #03: AMENDMENT OF THE RESTATED CERTIFICATE OF                 ISSUER             YES       FOR          FOR
INCORPORATION FOR THE ANNUAL ELECTION OF DIRECTORS.


PROPOSAL #04: STOCKHOLDER PROPOSAL ON BHOPAL.                          SHAREHOLDER        YES       ABSTAIN      AGAINST

----------------------------------------------------------------------------------------------------
Issuer:             THE GILLETTE COMPANY
Ticker:             G                        CUSIP:       375766102
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: EDWARD F. DEGRAAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILBUR H. GANTZ                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JORGE PAULO LEMANN                               ISSUER             YES       FOR          FOR

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

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF AUDITOR.              ISSUER             YES       FOR          FOR


PROPOSAL #03: APPROVAL OF THE 2004 LONG-TERM INCENTIVE                 ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL TO DECLASSIFY THE                   SHAREHOLDER        YES       FOR          AGAINST
BOARD OF DIRECTORS

PROPOSAL #05: SHAREHOLDER PROPOSAL TO LIMIT SERVICES                   SHAREHOLDER        YES       AGAINST      FOR
PROVIDED BY THE AUDITOR.

PROPOSAL #06: SHAREHOLDER PROPOSAL TO EXPENSE STOCK                    SHAREHOLDER        YES       FOR          AGAINST
OPTIONS.

----------------------------------------------------------------------------------------------------
Issuer:             THE HARTFORD FINANCIAL SVCS GROUP, I
Ticker:             HIG                      CUSIP:       416515104
Meeting Date        5/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GORDON I. ULMER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL G. KIRK, JR.                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DAVID K. ZWIENER                                 ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: RONALD E. FERGUSON                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: CHARLES B. STRAUSS                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: GAIL J. MCGOVERN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAMANI AYER                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF DELOITTE              ISSUER             YES       FOR          FOR
 & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.


PROPOSAL #03: PROPOSAL BY SHAREHOLDER RELATING TO                      SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION.

----------------------------------------------------------------------------------------------------
Issuer:             TIME WARNER INC.
Ticker:             TWX                      CUSIP:       887317105
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: JAMES L. BARKSDALE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH                            ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: REUBEN MARK                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: MILES R. GILBURNE                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANCIS T. VINCENT, JR.                          ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: FRANK J. CAUFIELD                                ISSUER             YES       FOR          FOR

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

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

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

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING CHINA                     SHAREHOLDER        YES       ABSTAIN      AGAINST
BUSINESS PRINCIPLES.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING REPORT ON                 SHAREHOLDER        YES       AGAINST      FOR
PAY DISPARITY.

----------------------------------------------------------------------------------------------------
Issuer:             TOTAL S.A.
Ticker:             TOT                      CUSIP:       89151E109
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: APPROVAL OF CERTAIN REPORTS AND OF THE                   ISSUER             YES       FOR          FOR
PARENT COMPANY'S FINANCIAL STATEMENTS

PROPOSAL #02: APPROVAL OF CONSOLIDATED FINANCIAL                       ISSUER             YES       FOR          FOR
STATEMENTS



PROPOSAL #03: ALLOCATION OF INCOME, APPROVAL OF THE                    ISSUER             YES       FOR          FOR
DIVIDEND

PROPOSAL #04: AGREEMENTS MENTIONED IN ARTICLE L. 225-38                ISSUER             YES       FOR          FOR
OF THE FRENCH COMMERCIAL CODE

PROPOSAL #05: AUTHORIZATION TO TRADE THE COMPANY'S OWN                 ISSUER             YES       FOR          FOR
SHARES

PROPOSAL #06: AUTHORIZATION FOR THE BOARD OF DIRECTORS TO              ISSUER             YES       FOR          FOR
 ISSUE DEBT SECURITIES AND/OR PERPETUAL SUBORDINATED
NOTES FOR A MAXIMUM NOMINAL AMOUNT OF 10 BILLION EUROS


ELECTION OF DIRECTOR: MR. SERGE TCHURUK                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MR. THIERRY DE RUDDER                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MR. THIERRY DESMAREST                            ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #10: APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR                ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #11: APPOINTMENT OF PHILIPPE MARCHANDISE AS A                 ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES OF
INCORPORATION

PROPOSAL #12: APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR                ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #13: APPOINTMENT OF ALAN CRAMER AS A DIRECTOR                 ISSUER             YES       ABSTAIN      AGAINST
REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF
ARTICLE 11 OF THE ARTICLES OF INCORPORATION


PROPOSAL #14: APPOINTMENT OF STATUTORY AUDITORS                        ISSUER             YES       FOR          FOR

PROPOSAL #15: RENEWAL OF STATUTORY AUDITORS                            ISSUER             YES       FOR          FOR

PROPOSAL #16: APPOINTMENT OF AN ALTERNATE AUDITOR                      ISSUER             YES       FOR          FOR

PROPOSAL #17: APPOINTMENT OF AN ALTERNATE AUDITOR                      ISSUER             YES       FOR          FOR

PROPOSAL #18: DETERMINATION OF THE TOTAL AMOUNT OF                     ISSUER             YES       FOR          FOR
DIRECTORS  COMPENSATION

PROPOSAL #19: AUTHORIZATION TO AWARD OPTIONS TO SUBSCRIBE              ISSUER             YES       FOR          FOR
 FOR OR PURCHASE STOCK OF THE COMPANY IN FAVOUR OF THE
MANAGEMENT AND KEY EMPLOYEES OF THE GROUP


PROPOSAL #20: AUTHORIZATION FOR ISSUING CONVERTIBLE OR                 ISSUER             YES       AGAINST      AGAINST
OTHER EQUITY SECURITIES

PROPOSAL #21: AUTHORIZATION TO USE THE ABOVE DELEGATION                ISSUER             YES       AGAINST      AGAINST
WITHOUT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS,
BUT WITH AN OPTION TO GRANT A PRIORITY PERIOD


PROPOSAL #22: CAPITAL INCREASE RESERVED FOR EMPLOYEES                  ISSUER             YES       AGAINST      AGAINST


----------------------------------------------------------------------------------------------------
Issuer:             TXU CORP.
Ticker:             TXU                      CUSIP:       873168108
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ERLE NYE                                         ISSUER             YES       FOR          FOR



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

ELECTION OF DIRECTOR: DEREK C. BONHAM                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: HERBERT H. RICHARDSON                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JACK E. LITTLE                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: MICHAEL W. RANGER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KERNEY LADAY                                     ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF AUDITORS - DELOITTE & TOUCHE                 ISSUER             YES       FOR          FOR
LLP

PROPOSAL #03: SHAREHOLDER PROPOSAL RELATED TO OFFICERS                 SHAREHOLDER        YES       AGAINST      FOR
SALES OF RESTRICTED STOCK

----------------------------------------------------------------------------------------------------
Issuer:             TYCO INTERNATIONAL LTD.
Ticker:             TYC                      CUSIP:       902124106
Meeting Date        3/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MACKEY J. MCDONALD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H. CARL MCCALL                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: SANDRA S. WIJNBERG                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUCE S. GORDON                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DENNIS C. BLAIR                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEROME B. YORK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRENDAN R. O'NEILL                               ISSUER             YES       FOR          FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS                  ISSUER             YES       FOR          FOR
TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS  REMUNERATION.

PROPOSAL #03: ADOPTION OF THE AMENDED AND RESTATED                     ISSUER             YES       FOR          FOR
BYE-LAWS.

PROPOSAL #04: APPROVAL OF TYCO 2004 STOCK AND INCENTIVE                ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING                           SHAREHOLDER        YES       FOR          FOR
ENVIRONMENTAL REPORTING.

PROPOSAL #06: SHAREHOLDER PROPOSAL TO CHANGE TYCO'S                    SHAREHOLDER        YES       AGAINST      FOR
JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S.
STATE.

PROPOSAL #07: SHAREHOLDER PROPOSAL ON  COMMON SENSE                    SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION.



----------------------------------------------------------------------------------------------------
Issuer:             U.S. BANCORP
Ticker:             USB                      CUSIP:       902973304
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JERRY W. LEVIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V. BUYNISKI GLUCKMAN                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RICHARD G. REITEN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOMAS E. PETRY                                  ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #03: SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM                SHAREHOLDER        YES       AGAINST      FOR
FOR SENIOR EXECUTIVES.

PROPOSAL #04: SHAREHOLDER PROPOSAL: SUPPLEMENTAL                       SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE RETIREMENT BENEFITS.

PROPOSAL #05: SHAREHOLDER PROPOSAL: SIMPLE MAJORITY                    SHAREHOLDER        YES       FOR          AGAINST
VOTING.

----------------------------------------------------------------------------------------------------
Issuer:             UBS AG
Ticker:             UBS                      CUSIP:       H8920M855
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: ANNUAL REPORT, GROUP AND PARENT COMPANY                  ISSUER             YES       FOR          FOR
ACCOUNTS FOR 2003. REPORTS OF THE GROUP AND STATUTORY
AUDITORS

PROPOSAL #02: APPROPRIATION OF RETAINED EARNINGS.                      ISSUER             YES       FOR          FOR
DIVIDEND FOR FINANCIAL YEAR 2003

PROPOSAL #03: DISCHARGE OF THE MEMBERS OF THE BOARD OF                 ISSUER             YES       FOR          FOR
DIRECTORS AND THE GROUP EXECUTIVE BOARD

PROPOSAL #4A: RE-ELECTION OF BOARD MEMBER: SIR PETER                   ISSUER             YES       FOR          FOR
DAVIS

PROPOSAL #4B1: ELECTION OF NEW BOARD MEMBER: STEPHAN                   ISSUER             YES       FOR          FOR
HAERINGER

PROPOSAL #4B2: ELECTION OF NEW BOARD MEMBER: HELMUT PANKE              ISSUER             YES       FOR          FOR


PROPOSAL #4B3: ELECTION OF NEW BOARD MEMBER: PETER                     ISSUER             YES       FOR          FOR
SPUHLER

PROPOSAL #4C: RE-ELECTION OF GROUP AND STATUTORY AUDITORS              ISSUER             YES       FOR          FOR
 ERNST & YOUNG LTD., BASEL

PROPOSAL #5A: CAPITAL REDUCTION: CANCELLATION OF SHARES                ISSUER             YES       FOR          FOR
REPURCHASED UNDER THE 2003/2004 SHARE BUYBACK PROGRAM AND
 RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF
ASSOCIATION

PROPOSAL #5B: CAPITAL REDUCTION: APPROVAL OF A NEW                     ISSUER             YES       FOR          FOR
2004/2005 SHARE BUYBACK PROGRAM

PROPOSAL #06: IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS                  ISSUER             YES       AGAINST      AGAINST
DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR
PROXY TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS



----------------------------------------------------------------------------------------------------
Issuer:             UNION PACIFIC CORPORATION
Ticker:             UNP                      CUSIP:       907818108
Meeting Date        4/16/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

ELECTION OF DIRECTOR: A.W. DUNHAM                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: R.K. DAVIDSON                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: P.F. ANSCHUTZ                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. ZEDILLO                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.J. EVANS                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.F. ECCLES                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: T.J. DONOHUE                                     ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: ADOPT THE UNION PACIFIC CORPORATION 2004                 ISSUER             YES       AGAINST      AGAINST
STOCK INCENTIVE PLAN.

PROPOSAL #03: RATIFY APPOINTMENT OF DELOITTE & TOUCHE AS               ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING SENIOR                    SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE EQUITY PLANS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING POLITICAL                 SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

----------------------------------------------------------------------------------------------------
Issuer:             VERIZON COMMUNICATIONS INC.
Ticker:             VZ                       CUSIP:       92343V104
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: S.O. MOOSE                                       ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: J. NEUBAUER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.H. O'BRIEN                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.B. PRICE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                  ISSUER             YES       FOR          FOR

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

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

PROPOSAL #03: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #04: BOARD COMPOSITION                                        SHAREHOLDER        YES       AGAINST      FOR




PROPOSAL #05: SEPARATE CHAIRMAN AND CEO                                SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #06: FUTURE POISON PILL                                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS                  SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #08: OPTIONS OR STOCK GRANTS BASED ON TRACKING                SHAREHOLDER        YES       AGAINST      FOR
STOCK

PROPOSAL #09: DIVERSITY REPORT ON OPTION GRANTS TO                     SHAREHOLDER        YES       ABSTAIN      AGAINST
EMPLOYEES

PROPOSAL #10: REPORT ON POLITICAL CONTRIBUTIONS                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #11: COLLECTION OF UNIVERSAL SERVICE AND NUMBER               SHAREHOLDER        YES       ABSTAIN      AGAINST
PORTABILIY FEES

----------------------------------------------------------------------------------------------------
Issuer:             WACHOVIA CORPORATION
Ticker:             WB                       CUSIP:       929903102
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: JOHN T. CASTEEN, III                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LANTY L. SMITH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOSEPH NEUBAUER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONA DAVIS YOUNG                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: A WACHOVIA PROPOSAL TO RATIFY THE                        ISSUER             YES       FOR          FOR
APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2004.


PROPOSAL #03: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       AGAINST      FOR
OPPOSES, REGARDING NOMINATING DIRECTORS.

PROPOSAL #04: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
OPPOSES, REGARDING REPORTING POLITICAL INFORMATION.


PROPOSAL #05: A STOCKHOLDER PROPOSAL, WHICH MANAGEMENT                 SHAREHOLDER        YES       AGAINST      FOR
OPPOSES, REGARDING SEPARATING THE OFFICES OF CHAIRMAN AND
 CHIEF EXECUTIVE OFFICER.

----------------------------------------------------------------------------------------------------
Issuer:             WASTE MANAGEMENT, INC.
Ticker:             WMI                      CUSIP:       94106L109
Meeting Date        5/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CARL W. VOGT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID P. STEINER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK M. CLARK, JR.                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PASTORA CAFFERTY                                 ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: ROBERT S. MILLER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. MAURICE MYERS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. ROBERT REUM                                   ISSUER             YES       WITHHOLD     AGAINST




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


PROPOSAL #03: TO VOTE ON A PROPOSAL TO APPROVE OUR 2004                ISSUER             YES       AGAINST      AGAINST
STOCK INCENTIVE PLAN.

PROPOSAL #04: TO VOTE ON A PROPOSAL TO APPROVE OUR 2005                ISSUER             YES       FOR          FOR
ANNUAL INCENTIVE PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             WEYERHAEUSER COMPANY
Ticker:             WY                       CUSIP:       962166104
Meeting Date        4/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: WILLIAM D. RUCKELSHAUS                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEVEN R. ROGEL                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JAMES N. SULLIVAN                                ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE WEYERHAEUSER COMPANY 2004                ISSUER             YES       FOR          FOR
LONG TERM INCENTIVE PLAN

PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED                 ISSUER             YES       FOR          AGAINST
ARTICLES OF INCORPORATION TO AUTHORIZE ANNUAL ELECTION OF
 THE BOARD OF DIRECTORS

PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO ACCOUNTING              SHAREHOLDER        YES       FOR          AGAINST
 FOR STOCK OPTIONS

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

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO                         SHAREHOLDER        YES       ABSTAIN      AGAINST
ENVIRONMENTAL REPORTING

PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO OLD GROWTH              SHAREHOLDER        YES       ABSTAIN      AGAINST
 AND ENDANGERED FORESTS

PROPOSAL #08: APPROVAL ON AN ADVISORY BASIS, OF THE                    ISSUER             YES       FOR          FOR
APPOINTMENT OF AUDITORS

----------------------------------------------------------------------------------------------------
Issuer:             WYETH
Ticker:             WYE                      CUSIP:       983024100
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: J.R. TORELL III                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. LANGER                                        ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: R. ESSNER                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C.L. ALEXANDER, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.P. MASCOTTE                                    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: F.A. BENNACK, JR.                                ISSUER             YES       FOR          FOR

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




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

PROPOSAL #03: ADOPTION OF THE STOCKHOLDER PROPOSAL ON                  SHAREHOLDER        YES       ABSTAIN      AGAINST
ACCESS TO AND AFFORDABILITY OF PRESCRIPTION DRUGS

PROPOSAL #04: ADOPTION OF STOCKHOLDER PROPOSAL ON ANIMAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
TESTING

                                                             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 VARIABLE INSURANCE FUND


By:     /s/John J. Brennan
           (Heidi Stam)
           John J. Brennan*
           Chairman & Chief Executive Officer

Date:      September 20, 2004

           *  By Power of Attorney.  See File Number 2-57689, filed on December 26, 2002.
              Incorporated by reference.