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-EQUITY INCOME 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: A.B. RAND                                        ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

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

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

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



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


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

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

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

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

ELECTION OF DIRECTOR: ROBERT RIPP                                      ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: BRIAN DUPERREAULT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER MENIKOFF                                   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.

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Issuer:             ALBERTSON'S, INC.
Ticker:             ABS                      CUSIP:       013104104
Meeting Date        6/10/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PAMELA G. BAILEY                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: TERESA BECK                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BETH M. PRITCHARD                                ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #03: APPROVAL OF THE ALBERTSON S, INC. 2004                   ISSUER             YES       AGAINST      AGAINST
EQUITY AND PERFORMANCE INCENTIVE PLAN.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING MAJORITY                  SHAREHOLDER        YES       AGAINST      FOR
VOTE FOR DIRECTOR ELECTIONS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING SIMPLE                    SHAREHOLDER        YES       FOR          AGAINST
MAJORITY VOTING.

PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       FOR          AGAINST
SEVERANCE AGREEMENTS.

PROPOSAL #07: SHAREHOLDER PROPOSAL REGARDING CLASSIFIED                SHAREHOLDER        YES       FOR          AGAINST
BOARD.

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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: CARLOS GHOSN                                     ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: ALAIN J.P. BELDA                                 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: L.L. GELLERSTEDT, III                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SCOTT T. FORD                                    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

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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: ELIZABETH E. BAILEY                              ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: CARLOS SLIM HELU                                 ISSUER             YES       FOR          FOR

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

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

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

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

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

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             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

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Issuer:             AMERADA HESS CORPORATION
Ticker:             AHC                      CUSIP:       023551104
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: T.H. KEAN                                        ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: N.F. BRADY                                       ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST &                 ISSUER             YES       FOR          FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.

PROPOSAL #03: APPROVAL OF THE ADOPTION OF THE SECOND                   ISSUER             YES       FOR          FOR
AMENDED AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.


PROPOSAL #04: STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE              SHAREHOLDER        YES       AGAINST      FOR
 OF THE BOARD OF DIRECTORS FOR STOCKHOLDER
COMMUNICATIONS.

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Issuer:             ARCHER-DANIELS-MIDLAND COMPANY
Ticker:             ADM                      CUSIP:       039483102
Meeting Date        11/6/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: O.G. WEBB                                        ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: M.H. CARTER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K.R. WESTBROOK                                   ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

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

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



----------------------------------------------------------------------------------------------------
Issuer:             ASTORIA FINANCIAL CORPORATION
Ticker:             AF                       CUSIP:       046265104
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS V. POWDERLY                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JOHN J. CONEFRY, JR.                             ISSUER             YES       FOR          FOR

PROPOSAL #02: THE APPROVAL OF AN AMENDMENT TO THE ASTORIA              ISSUER             YES       FOR          FOR
 FINANCIAL CORPORATION EXECUTIVE OFFICER ANNUAL INCENTIVE
 PLAN.

PROPOSAL #03: THE RATIFICATION OF THE APPOINTMENT OF KPMG              ISSUER             YES       FOR          FOR
 LLP AS INDEPENDENT AUDITORS OF ASTORIA FINANCIAL
CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.


----------------------------------------------------------------------------------------------------
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: K.T. DERR                                        ISSUER             YES       WITHHOLD     AGAINST

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: H.L. HENKEL                                      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

----------------------------------------------------------------------------------------------------
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: PHILIP M. NEAL                                   ISSUER             YES       FOR          FOR

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

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




ELECTION OF DIRECTOR: FRANK V. CAHOUET                                 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

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

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

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

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

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

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: PAUL FULTON                                      ISSUER             YES       FOR          FOR

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

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

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

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




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

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

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

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


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

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

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

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

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

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

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

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

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

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Issuer:             BB&T CORPORATION
Ticker:             BBT                      CUSIP:       054937107
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO APPROVE AN AMENDMENT TO THE BB&T                      ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION.

PROPOSAL #02: TO APPROVE CERTAIN AMENDMENTS TO THE BB&T                ISSUER             YES       FOR          FOR
BYLAWS.

ELECTION OF DIRECTOR: TOM D. EFIRD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALBERT F. ZETTLEMOYER                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD E. DEAL                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN A. ALLISON IV                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JENNIFER S. BANNER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALBERT O. MCCAULEY                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARRY J. FITZPATRICK                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. HOLMES MORRISON                               ISSUER             YES       FOR          FOR

PROPOSAL #04: TO APPROVE THE BB&T CORPORATION 2004 STOCK               ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

PROPOSAL #05: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS BB&T'S INDEPENDENT AUDITORS
 FOR 2004.



PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION MATTERS.

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

ELECTION OF DIRECTOR: 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

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

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

ELECTION OF DIRECTOR: SIR ROBIN NICHOLSON                              ISSUER             YES       WITHHOLD     AGAINST

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

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

ELECTION OF DIRECTOR: LORD BROWNE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SIR IAN PROSSER                                  ISSUER             YES       WITHHOLD     AGAINST

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

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


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

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

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

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

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

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



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


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

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

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

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

ELECTION OF DIRECTOR: L. JOHANSSON                                     ISSUER             YES       FOR          FOR

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

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

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

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

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


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

PROPOSAL #07: DIRECTOR VOTE THRESHOLD                                  SHAREHOLDER        YES       AGAINST      FOR

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

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

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

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

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

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

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

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

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

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

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

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

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

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



----------------------------------------------------------------------------------------------------
Issuer:             CAMPBELL SOUP COMPANY
Ticker:             CPB                      CUSIP:       134429109
Meeting Date        11/21/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LES C. VINNEY                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RANDALL W. LARRIMORE                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GEORGE STRAWBRIDGE, JR.                          ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DOUGLAS R. CONANT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES R. PERRIN                                ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: CHARLOTTE C. WEBER                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DONALD M. STEWART                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PHILIP E. LIPPINCOTT                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BENNETT DORRANCE                                 ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: HARVEY GOLUB                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARY ALICE D. MALONE                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE M. SHERMAN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: EDMUND M. CARPENTER                              ISSUER             YES       FOR          FOR

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


PROPOSAL #03: APPROVAL OF THE 2003 LONG-TERM INCENTIVE                 ISSUER             YES       AGAINST      AGAINST
PLAN

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

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

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

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

ELECTION OF DIRECTOR: JUAN GALLARDO                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN T. DILLON                                   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:             CHARTER ONE FINANCIAL, INC.
Ticker:             CF                       CUSIP:       160903100
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARK SHAEVSKY                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JEROME L. SCHOSTAK                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PATRICK J. AGNEW                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENISE MARIE FUGO                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CHARLES JOHN KOCH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD F. POE                                    ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO APPROVE THE AMENDMENTS TO THE CHARTER                 ISSUER             YES       FOR          FOR
ONE FINANCIAL INC. 1997 STOCK OPTION AND INCENTIVE PLAN.


PROPOSAL #03: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       AGAINST      AGAINST
TOUCHE LLP AS CHARTER ONE FINANCIAL, INC.'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.


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

ELECTION OF DIRECTOR: C. WARE                                          ISSUER             YES       FOR          FOR

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

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

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

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

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

ELECTION OF DIRECTOR: S. NUNN                                          ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C.A. HILLS                                       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:             CHUBB CORPORATION
Ticker:             CB                       CUSIP:       171232101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: ZOE BAIRD                                        ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS                            ISSUER             YES       WITHHOLD     AGAINST

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

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

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

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

PROPOSAL #05: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

----------------------------------------------------------------------------------------------------
Issuer:             CINCINNATI FINANCIAL CORPORATION
Ticker:             CINF                     CUSIP:       172062101
Meeting Date        4/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL BROWN                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: DIRK J. DEBBINK                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DOUGLAS S. SKIDMORE                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT C. SCHIFF                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JOHN M. SHEPHERD                                 ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: REGARDING THE PROPOSAL TO RATIFY THE                     ISSUER             YES       AGAINST      AGAINST
SELECTION OF DELOITTE & TOUCHE, LLP AS THE COMPANY'S
AUDITORS



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

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

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

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

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

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

ELECTION OF DIRECTOR: MARIANNE MILLER PARRS                            ISSUER             YES       FOR          FOR

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

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

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

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

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

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


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

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

ELECTION OF DIRECTOR: ANN DIBBLE JORDAN                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: GEORGE DAVID                                     ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: CHARLES PRINCE                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                             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:             CITY NATIONAL CORPORATION
Ticker:             CYN                      CUSIP:       178566105
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: RONALD L. OLSON                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: RUSSELL GOLDSMITH                                ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE AMENDED AND                      ISSUER             YES       FOR          FOR
RESTATED 2002 OMNIBUS PLAN

PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND                      ISSUER             YES       FOR          FOR
RESTATED 1999 VARIABLE BONUS PLAN

----------------------------------------------------------------------------------------------------
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: R.E. FERGUSON                                    ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: R. MARK                                          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:             COMERICA INCORPORATED
Ticker:             CMA                      CUSIP:       200340107
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PETER D. CUMMINGS                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: RALPH W. BABB, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TODD W. HERRICK                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM P. VITITOE                               ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL AND RATIFICATION OF THE COMERICA                ISSUER             YES       FOR          FOR
INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE
 PLAN

PROPOSAL #03: APPROVAL OF THE COMERICA INCORPORATED                    ISSUER             YES       FOR          FOR
INCENTIVE PLAN FOR NON- EMPLOYEE DIRECTORS

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

----------------------------------------------------------------------------------------------------
Issuer:             CONAGRA FOODS, INC.
Ticker:             CAG                      CUSIP:       205887102
Meeting Date        9/25/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BRUCE ROHDE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARK H. RAUENHORST                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DAVID H. BATCHELDER                              ISSUER             YES       FOR          FOR

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

PROPOSAL #03: STOCKHOLDER PROPOSAL - GENETICALLY                       SHAREHOLDER        YES       ABSTAIN      AGAINST
ENGINEERED FOOD

PROPOSAL #04: STOCKHOLDER PROPOSAL - STOCK OPTION PLAN                 SHAREHOLDER        YES       AGAINST      FOR
CHANGES

PROPOSAL #05: STOCKHOLDER PROPOSAL - STOCKHOLDER RIGHTS                SHAREHOLDER        YES       FOR          AGAINST
PLAN

----------------------------------------------------------------------------------------------------
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: JAMES E. COPELAND, JR.                           ISSUER             YES       FOR          FOR

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

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




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

ELECTION OF DIRECTOR: RUTH R. HARKIN                                   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:             DEL MONTE FOODS COMPANY
Ticker:             DLM                      CUSIP:       24522P103
Meeting Date        9/12/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD G. WOLFORD                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TERENCE D. MARTIN                                ISSUER             YES       FOR          FOR

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

PROPOSAL #02: TO APPROVE DEL MONTE FOODS COMPANY'S ANNUAL              ISSUER             YES       FOR          FOR
 INCENTIVE PLAN, AS AMENDED, TO COMPLY WITH SECTION
162(M) OF THE INTERNAL REVENUE CODE.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                 ISSUER             YES       FOR          FOR
DEL MONTE FOODS COMPANY'S INDEPENDENT AUDITORS FOR ITS
FISCAL YEAR ENDING MAY 2, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             DELPHI CORPORATION
Ticker:             DPH                      CUSIP:       247126105
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: OSCAR BERNARDES                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DR. BERND GOTTSCHALK                             ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFY SELECTION OF DELOITTE & TOUCHE LLP                ISSUER             YES       FOR          FOR
AS INDEPENDENT ACCOUNTANTS

PROPOSAL #03: APPROVE THE DELPHI CORPORATION ANNUAL                    ISSUER             YES       FOR          FOR
INCENTIVE PLAN

PROPOSAL #04: APPROVE THE DELPHI CORPORATION LONG-TERM                 ISSUER             YES       AGAINST      AGAINST
INCENTIVE PLAN

PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO THE                     SHAREHOLDER        YES       AGAINST      FOR
REDEMPTION OF DELPHI'S STOCKHOLDER RIGHTS PLAN

PROPOSAL #06: STOCKHOLDER PROPOSAL RELATING TO THE ANNUAL              SHAREHOLDER        YES       FOR          AGAINST
 ELECTION OF DIRECTORS

PROPOSAL #07: STOCKHOLDER PROPOSAL RELATING TO ADOPTION                SHAREHOLDER        YES       ABSTAIN      AGAINST
OF CODE FOR DELPHI'S INTERNATIONAL OPERATIONS


----------------------------------------------------------------------------------------------------
Issuer:             DIAMOND OFFSHORE DRILLING, INC.
Ticker:             DO                       CUSIP:       25271C102
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: JAMES S. TISCH                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: CHARLES L. FABRIKANT                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LAWRENCE R. DICKERSON                            ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ALAN R. BATKIN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARTHUR L. REBELL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND S. TROUBH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HERBERT C. HOFMANN                               ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO CONSIDER AND ACT UPON A PROPOSAL TO                   ISSUER             YES       AGAINST      AGAINST
APPROVE THE AMENDED AND RESTATED DIAMOND OFFSHORE
DRILLING, INC. 2000 STOCK OPTION PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF DELOITTE &                  ISSUER             YES       FOR          FOR
TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
 FISCAL YEAR 2004.

----------------------------------------------------------------------------------------------------
Issuer:             DOMINION RESOURCES, INC.
Ticker:             D                        CUSIP:       25746U109
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MARGARET A. MCKENNA                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT H. SPILMAN                                ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: KENNETH A. RANDALL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD J. CALISE                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S. DALLAS SIMMONS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT III                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: THOS. E. CAPPS                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK S. ROYAL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN B. ALLEN                                   ISSUER             YES       FOR          FOR

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

PROPOSAL #02: RETENTION OF AUDITORS                                    ISSUER             YES       FOR          FOR

PROPOSAL #03: SHAREHOLDER PROPOSAL                                     SHAREHOLDER        YES       AGAINST      FOR

----------------------------------------------------------------------------------------------------
Issuer:             DUKE ENERGY CORPORATION
Ticker:             DUK                      CUSIP:       264399106
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS                              ISSUER             YES       FOR          FOR

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




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

ELECTION OF DIRECTOR: PAUL M. ANDERSON                                 ISSUER             YES       FOR          FOR

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

PROPOSAL #03: A SHAREHOLDER PROPOSAL RELATING TO                       SHAREHOLDER        YES       FOR          AGAINST
DECLASSIFICATION OF DUKE ENERGY'S BOARD OF DIRECTORS, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.


----------------------------------------------------------------------------------------------------
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: C.J. CRAWFORD                                    ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: C.M. VEST                                        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:             EASTMAN CHEMICAL COMPANY
Ticker:             EMN                      CUSIP:       277432100
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS H. MCLAIN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER M. WOOD                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RENEE J. HORNBAKER                               ISSUER             YES       FOR          FOR

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


PROPOSAL #03: ADOPTION OF STOCKHOLDER PROPOSAL TO UTILIZE              SHAREHOLDER        YES       AGAINST      FOR
 RESTRICTED SHARES IN LIEU OF STOCK OPTIONS AS EXECUTIVE
STOCK-BASED COMPENSATION



----------------------------------------------------------------------------------------------------
Issuer:             EASTMAN KODAK COMPANY
Ticker:             EK                       CUSIP:       277461109
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: HECTOR DE J. RUIZ                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ                             ISSUER             YES       FOR          FOR

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

PROPOSAL #03: RE-APPROVAL OF MATERIAL TERMS OF THE                     ISSUER             YES       FOR          FOR
PERFORMANCE GOALS OF THE 2000 OMNIBUS LONG-TERM
COMPENSATION PLAN

PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF              SHAREHOLDER        YES       ABSTAIN      AGAINST
 A CHEMICALS POLICY

PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING LIMITS ON                SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION OF CERTAIN EXECUTIVES

----------------------------------------------------------------------------------------------------
Issuer:             ELECTRONIC DATA SYSTEMS CORPORATION
Ticker:             EDS                      CUSIP:       285661104
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ELLEN M. HANCOCK                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: C. ROBERT KIDDER                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ROGER A. ENRICO                                  ISSUER             YES       FOR          FOR

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


PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING CLASSIFIED                SHAREHOLDER        YES       FOR          AGAINST
BOARD.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING RIGHTS PLAN.              SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY                  SHAREHOLDER        YES       FOR          AGAINST
VOTE.

----------------------------------------------------------------------------------------------------
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: W. BISCHOFF                                      ISSUER             YES       FOR          FOR

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

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

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

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

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

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

ELECTION OF DIRECTOR: R.L. RIDGWAY                                     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:             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: EDGAR D. JANNOTTA                                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

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: W.R. HOWELL                                      ISSUER             YES       FOR          FOR

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

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

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

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




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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: L. RAHL                                          ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: T. HOWARD                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A. KOROLOGOS                                     ISSUER             YES       FOR          FOR

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

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

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

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

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


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

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



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

ELECTION OF DIRECTOR: HENRY KAUFMAN                                    ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: RICHARD F. SYRON                                 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: SHAUN F. O'MALLEY                                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

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

----------------------------------------------------------------------------------------------------
Issuer:             FIFTH THIRD BANCORP
Ticker:             FITB                     CUSIP:       316773100
Meeting Date        3/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DR MITCHEL D LIVINGSTON                          ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: HENDRIK G. MEIJER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DARRYL F. ALLEN                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALLEN M. HILL                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE FIFTH THIRD BANCORP                  ISSUER             YES       FOR          FOR
INCENTIVE COMPENSATION PLAN, INCLUDING THE ISSUANCE OF UP
 TO 20,000,000 SHARES OF COMMON STOCK THEREUNDER.


PROPOSAL #03: PROPOSAL TO APPROVE THE APPOINTMENT OF                   ISSUER             YES       FOR          FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR 2004.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING AMENDMENT OF              SHAREHOLDER        YES       ABSTAIN      N/A
 FIFTH THIRD BANCORP'S WRITTEN EQUAL EMPLOYMENT
OPPORTUNITY POLICY TO EXPLICITLY PROHIBIT DISCRIMINATION
BASED ON SEXUAL ORIENTATION AND TO SUBSTANTIALLY
IMPLEMENT THAT POLICY.

----------------------------------------------------------------------------------------------------
Issuer:             FIRSTMERIT CORPORATION
Ticker:             FMER                     CUSIP:       337915102
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: PHILIP A. LLOYD, II                              ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: RICHARD N. SEAMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD COLELLA                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: THE AMENDMENT OF THE FIRSTMERIT CORPORATION              ISSUER             YES       FOR          FOR
 2002 STOCK PLAN.

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

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

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

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

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

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

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

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

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: PAUL R. TREGURTHA                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SHERRY S. BARRAT                                 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: DOUGLAS H. MCCORKINDALE                          ISSUER             YES       FOR          FOR

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

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

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


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

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

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

PROPOSAL #01: CUMULATIVE VOTING                                        SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #02: ANIMAL TESTING                                           SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #03: NUCLEAR RISK                                             SHAREHOLDER        YES       ABSTAIN      AGAINST

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

PROPOSAL #05: OFFSHORE SOURCING                                        SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: SUSTAINABILITY INDEX                                     SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: COMPENSATION COMMITTEE INDEPENDENCE                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #08: PAY DISPARITY                                            SHAREHOLDER        YES       AGAINST      FOR

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

PROPOSAL #10: LIMIT OUTSIDE DIRECTORSHIPS                              SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #11: INDEPENDENT BOARD CHAIRMAN                               SHAREHOLDER        YES       AGAINST      FOR

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

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

PROPOSAL #14: BOARD INDEPENDENCE                                       SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #15: POLITICAL CONTRIBUTIONS                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

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

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

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

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

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

ELECTION OF DIRECTOR: ANDREA JUNG                                      ISSUER             YES       FOR          FOR

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




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

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

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

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

ELECTION OF DIRECTOR: SAM NUNN                                         ISSUER             YES       FOR          FOR

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

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

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

PROPOSAL #0B: INDEPENDENT AUDITOR                                      ISSUER             YES       FOR          FOR

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

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

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

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

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

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

ELECTION OF DIRECTOR: A. MICHAEL SPENCE                                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: RAYMOND G. VIAULT                                ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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: P.A. LASKAWY                                     ISSUER             YES       FOR          FOR

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




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

ELECTION OF DIRECTOR: K. KRESA                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: K. KATEN                                         ISSUER             YES       WITHHOLD     AGAINST

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

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

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

ELECTION OF DIRECTOR: E. PFEIFFER                                      ISSUER             YES       FOR          FOR

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

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

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

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

ELECTION OF DIRECTOR: JEAN DOUVILLE                                    ISSUER             YES       FOR          FOR

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

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

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

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


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


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



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

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


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

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

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             H.J. HEINZ COMPANY
Ticker:             HNZ                      CUSIP:       423074103
Meeting Date        9/12/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: D.R. O'HARE                                      ISSUER             YES       FOR          FOR

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

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

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

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

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

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

ELECTION OF DIRECTOR: L.S. COLEMAN, JR.                                ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: C. KENDLE                                        ISSUER             YES       FOR          FOR

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




----------------------------------------------------------------------------------------------------
Issuer:             HALLIBURTON COMPANY
Ticker:             HAL                      CUSIP:       406216101
Meeting Date        5/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

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

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

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

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

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

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

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

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

PROPOSAL #02: PROPOSAL TO AMEND HALLIBURTON'S CERTIFICATE              ISSUER             YES       AGAINST      AGAINST
 OF INCORPORATION.

PROPOSAL #03: STOCKHOLDER PROPOSAL ON OPERATIONS IN IRAN.              SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #04: STOCKHOLDER PROPOSAL ON DIRECTOR ELECTION                SHAREHOLDER        YES       AGAINST      FOR
VOTE THRESHOLD.

PROPOSAL #05: STOCKHOLDER PROPOSAL TO SEPARATE                         SHAREHOLDER        YES       AGAINST      FOR
CHAIRMAN/CEO.

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

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

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

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

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

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

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

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

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

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

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

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



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

----------------------------------------------------------------------------------------------------
Issuer:             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: ERIC K. SHINSEKI                                 ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: W. CRAIG MCCLELLAND*                             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:             J.P. MORGAN CHASE & CO.
Ticker:             JPM                      CUSIP:       46625H100
Meeting Date        5/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: MERGER PROPOSAL                                          ISSUER             YES       FOR          FOR

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

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




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

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

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

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

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

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

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

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

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

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

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

PROPOSAL #06: DIRECTOR TERM LIMIT                                      SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #07: CHARITABLE CONTRIBUTIONS                                 SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #08: POLITICAL CONTRIBUTIONS                                  SHAREHOLDER        YES       ABSTAIN      AGAINST

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

PROPOSAL #10: DERIVATIVE DISCLOSURE                                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #11: AUDITOR INDEPENDENCE                                     SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #12: DIRECTOR COMPENSATION                                    SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #13: PAY DISPARITY                                            SHAREHOLDER        YES       AGAINST      FOR

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

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: GERARD N. BURROW                                 ISSUER             YES       FOR          FOR

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

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




ELECTION OF DIRECTOR: ARNOLD G. LANGBO                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LEO F. MULLIN                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: STEVEN'S REINEMUND                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY B. SCHACHT                                 ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: MARY S. COLEMAN                                  ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: DAVID SATCHER                                    ISSUER             YES       FOR          FOR

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

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                           ISSUER             YES       AGAINST      AGAINST
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS

PROPOSAL #03: PROPOSAL ON CHARITABLE CONTRIBUTIONS                     SHAREHOLDER        YES       ABSTAIN      AGAINST

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

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

ELECTION OF DIRECTOR: GORDON GUND                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS                          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:             KERR-MCGEE CORPORATION
Ticker:             KMG                      CUSIP:       492386107
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LUKE R. CORBETT                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: DAVID C GENEVER-WATLING                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FARAH M. WALTERS                                 ISSUER             YES       FOR          FOR

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

PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING                          SHAREHOLDER        YES       AGAINST      FOR
ESTABLISHMENT OF AN OFFICE OF THE BOARD OF DIRECTORS.


----------------------------------------------------------------------------------------------------
Issuer:             KERR-MCGEE CORPORATION
Ticker:             KMG                      CUSIP:       492386107
Meeting Date        6/25/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: APPROVAL OF THE ISSUANCE OF SHARES OF                    ISSUER             YES       FOR          FOR
KERR-MCGEE CORPORATION COMMON STOCK IN CONNECTION WITH
THE MERGER OF WESTPORT RESOURCES CORPORATION WITH AND
INTO KERR-MCGEE (NEVADA) LLC, A WHOLLY OWNED SUBSIDIARY
OF KERR-MCGEE CORPORATION.

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

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

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

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

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

ELECTION OF DIRECTOR: EDUARDO R. MENASCE                               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: MARC J. SHAPIRO                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA JOHNSON RICE                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: PASTORA S.J. CAFFERTY                            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:             KINDER MORGAN, INC.
Ticker:             KMI                      CUSIP:       49455P101
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: FAYEZ SAROFIM                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: H.A. TRUE, III                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES W. BATTEY                                ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: BOARD PROPOSAL TO RATIFY AND APPROVE THE                 ISSUER             YES       FOR          FOR
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: BOARD PROPOSAL TO AMEND AND RESTATE OUR                  ISSUER             YES       FOR          FOR
KINDER MORGAN, INC. AMENDED AND RESTATED 1999 STOCK
OPTION PLAN.



PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO THE                     SHAREHOLDER        YES       ABSTAIN      AGAINST
PREPARATION OF A SUSTAINABILITY REPORT.

PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO EXPENSING               SHAREHOLDER        YES       FOR          AGAINST
STOCK OPTIONS.

----------------------------------------------------------------------------------------------------
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: CHARLES R. WALL                                  ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             LAFARGE NORTH AMERICA INC.
Ticker:             LAF                      CUSIP:       505862102
Meeting Date        5/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARSHALL A. COHEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERALD H. TAYLOR                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GWYN MORGAN                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: MICHEL ROSE                                      ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: BERTRAND P. COLLOMB                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PHILIPPE P. DAUMAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BERNARD L. KASRIEL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUNO LAFONT                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CLAUDINE B. MALONE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BERTIN F. NADEAU                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN D. REDFERN                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PHILIPPE R. ROLLIER                              ISSUER             YES       FOR          FOR

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




----------------------------------------------------------------------------------------------------
Issuer:             LEGGETT & PLATT, INCORPORATED
Ticker:             LEG                      CUSIP:       524660107
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DAVID S. HAFFNER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RALPH W. CLARK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KARL G. GLASSMAN                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD T. FISHER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HARRY M. CORNELL, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND F. BENTELE                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MAURICE E. PURNELL, JR.                          ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FELIX E. WRIGHT                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT TED ENLOE, III                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDY C. ODOM                                     ISSUER             YES       FOR          FOR

PROPOSAL #02: THE RATIFICATION OF THE BOARD'S APPOINTMENT              ISSUER             YES       FOR          FOR
 OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2004.

PROPOSAL #03: THE APPROVAL OF AN AMENDMENT TO THE 1989                 ISSUER             YES       FOR          FOR
DISCOUNT STOCK PLAN TO AUTHORIZE AN ADDITIONAL 4 MILLION
SHARES.

PROPOSAL #04: THE APPROVAL OF THE 2004 KEY OFFICERS                    ISSUER             YES       FOR          FOR
INCENTIVE PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             LIMITED BRANDS, INC.
Ticker:             LTD                      CUSIP:       532716107
Meeting Date        5/17/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LESLIE H. WEXNER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V. ANN HAILEY                                    ISSUER             YES       FOR          FOR

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

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

PROPOSAL #02: TO ADOPT THE 2004 RESTATEMENT OF THE 1993                ISSUER             YES       FOR          FOR
STOCK OPTION AND PERFORMANCE INCENTIVE PLAN (AS AMENDED
AND RESTATED, THE  STOCK PLAN ) TO INCREASE THE NUMBER OF
 SHARES OF COMMON STOCK ISSUABLE UNDER THE PREDECESSOR TO
 THE STOCK PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             LINCOLN NATIONAL CORPORATION
Ticker:             LNC                      CUSIP:       534187109
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: GLENN F. TILTON                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: ERIC G. JOHNSON                                  ISSUER             YES       FOR          FOR

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




PROPOSAL #02: TO APPROVE OR DISAPPROVE A DEFERRED                      ISSUER             YES       FOR          FOR
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

----------------------------------------------------------------------------------------------------
Issuer:             LOEWS CORPORATION
Ticker:             LTR                      CUSIP:       540424207
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

ELECTION OF DIRECTOR: J. BRADEMAS                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: A.H. TISCH                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G.R. SCOTT                                       ISSUER             YES       FOR          FOR

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

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

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

PROPOSAL #02: RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT              ISSUER             YES       FOR          FOR
 AUDITORS

PROPOSAL #03: SHAREHOLDER PROPOSAL - CUMULATIVE VOTING                 SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #04: SHAREHOLDER PROPOSAL - ENVIRONMENTAL                     SHAREHOLDER        YES       ABSTAIN      AGAINST
TOBACCO SMOKE

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

----------------------------------------------------------------------------------------------------
Issuer:             LYONDELL CHEMICAL COMPANY
Ticker:             LYO                      CUSIP:       552078107
Meeting Date        5/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEPHEN I. CHAZEN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID J. LESAR                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM T. BUTLER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CAROL A. ANDERSON                                ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: DANNY W. HUFF                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: S.F. HINCHLIFFE, JR.                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TRAVIS ENGEN                                     ISSUER             YES       WITHHOLD     AGAINST

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

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

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF                    ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS, AS THE
COMPANY'S AUDITORS FOR THE YEAR 2004.



----------------------------------------------------------------------------------------------------
Issuer:             MARATHON OIL CORPORATION
Ticker:             MRO                      CUSIP:       565849106
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: CHARLES F. BOLDEN, JR                            ISSUER             YES       FOR          FOR

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

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

PROPOSAL #03: STOCKHOLDER PROPOSAL TO ADOPT A CLIMATE                  SHAREHOLDER        YES       ABSTAIN      AGAINST
CHANGE RESOLUTION

PROPOSAL #04: STOCKHOLDER PROPOSAL TO LIMIT SEVERANCE                  SHAREHOLDER        YES       FOR          AGAINST
COMPENSATION FOR SENIOR EXECUTIVE OFFICERS

----------------------------------------------------------------------------------------------------
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: OSCAR FANJUL                                     ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                             ISSUER             YES       FOR          FOR

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

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

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             MASCO CORPORATION
Ticker:             MAS                      CUSIP:       574599106
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PETER A. DOW*                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID L. JOHNSTON**                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WAYNE B. LYON*                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANTHONY F. EARLEY, JR.*                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. MICHAEL LOSH**                                ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE MASCO CORPORATION                ISSUER             YES       FOR          FOR
2004 RESTRICTED STOCK AWARD PROGRAM.

PROPOSAL #03: RATIFICATION OF THE SELECTION OF                         ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE COMPANY FOR THE YEAR 2004.

----------------------------------------------------------------------------------------------------
Issuer:             MAYTAG CORPORATION
Ticker:             MYG                      CUSIP:       578592107
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



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

ELECTION OF DIRECTOR: WAYLAND R. HICKS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRED G. STEINGRABER                              ISSUER             YES       FOR          FOR

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

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

PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED MAYTAG              ISSUER             YES       FOR          FOR
 EMPLOYEE DISCOUNT STOCK PURCHASE PLAN.

PROPOSAL #04: APPROVAL OF A COMPANY PROPOSAL TO REPEAL                 ISSUER             YES       FOR          FOR
ARTICLE ELEVENTH OF MAYTAG'S RESTATED CERTIFICATE OF
INCORPORATION.

PROPOSAL #05: THE PROPOSAL OF A STOCKHOLDER CONCERNING                 SHAREHOLDER        YES       FOR          AGAINST
THE CLASSIFICATION OF THE BOARD OF DIRECTORS.


PROPOSAL #06: THE PROPOSAL OF A STOCKHOLDER CONCERNING                 SHAREHOLDER        YES       FOR          AGAINST
ADOPTION OF  POISON PILL  PROVISIONS.

----------------------------------------------------------------------------------------------------
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: ROGER W. STONE                                   ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: JOHN W. ROGERS, JR.                              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:             MERCK & CO., INC.
Ticker:             MRK                      CUSIP:       589331107
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: THOMAS E. SHENK**                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: WILLIAM M. DALEY**                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: PETER C. WENDELL*                                ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE                   ISSUER             YES       FOR          FOR
COMPANY'S INDEPENDENT AUDITORS FOR 2004

PROPOSAL #03: PROPOSAL TO AMEND THE RESTATED CERTIFICATE               ISSUER             YES       FOR          FOR
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS THE
 BOARD OF DIRECTORS RECOMMENDS A VOTE  AGAINST ITEMS 4
THROUGH 8



PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING MANAGEMENT               SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION

PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING EXTENSION                SHAREHOLDER        YES       ABSTAIN      AGAINST
OF PRESCRIPTION DRUG PATENTS

PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING ETHICAL AND              SHAREHOLDER        YES       ABSTAIN      AGAINST
 SOCIAL PERFORMANCE OF THE COMPANY

PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING USE OF                   SHAREHOLDER        YES       ABSTAIN      AGAINST
SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES

PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING A REPORT                 SHAREHOLDER        YES       ABSTAIN      AGAINST
RELATED TO THE GLOBAL HIV/AIDS PANDEMIC

----------------------------------------------------------------------------------------------------
Issuer:             MERCURY GENERAL CORPORATION
Ticker:             MCY                      CUSIP:       589400100
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: GABRIEL TIRADOR                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD P. NEWELL                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: NATHAN BESSIN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CHARLES E. MCCLUNG                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD R. SPUEHLER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD E. GRAYSON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BRUCE A. BUNNER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GEORGE JOSEPH                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL D. CURTIUS                               ISSUER             YES       FOR          FOR

----------------------------------------------------------------------------------------------------
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: JOSEPH W. PRUEHER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DAVID K. NEWBIGGING                              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:             MONSANTO COMPANY
Ticker:             MON                      CUSIP:       61166W101
Meeting Date        1/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: SHARON R. LONG                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GWENDOLYN S. KING                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: FRANK V. ATLEE III                               ISSUER             YES       FOR          FOR

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



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

PROPOSAL #04: APPROVAL OF SHAREOWNER PROPOSAL ONE                      SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #05: APPROVAL OF SHAREOWNER PROPOSAL TWO                      SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: APPROVAL OF SHAREOWNER PROPOSAL THREE                    SHAREHOLDER        YES       AGAINST      FOR

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

ELECTION OF DIRECTOR: SIR HOWARD DAVIES                                ISSUER             YES       FOR          FOR

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

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

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

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

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

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

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

ELECTION OF DIRECTOR: W. MASSEY                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. LEWENT                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: M. ZAFIROVSKI                                    ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: I. NOOYI                                         ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J. WHITE                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. ZANDER                                        ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: N. NEGROPONTE                                    ISSUER             YES       FOR          FOR

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

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

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

----------------------------------------------------------------------------------------------------
Issuer:             NATIONAL CITY CORPORATION
Ticker:             NCC                      CUSIP:       635405103
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: M. WEISS                                         ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: G.L. SHAHEEN                                     ISSUER             YES       WITHHOLD     AGAINST

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

ELECTION OF DIRECTOR: J.W. BROWN                                       ISSUER             YES       WITHHOLD     AGAINST

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

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

ELECTION OF DIRECTOR: P.A. ORMOND                                      ISSUER             YES       WITHHOLD     AGAINST

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

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

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

ELECTION OF DIRECTOR: J.T. GORMAN                                      ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: THE APPROVAL OF THE NATIONAL CITY                        ISSUER             YES       AGAINST      AGAINST
CORPORATION LONG-TERM CASH AND EQUITY INCENTIVE PLAN

PROPOSAL #03: THE APPROVAL OF THE NATIONAL CITY                        ISSUER             YES       AGAINST      AGAINST
CORPORATION MANAGEMENT INCENTIVE PLAN FOR SENIOR
OFFICERS, AS AMENDED AND RESTATED

PROPOSAL #04: THE RATIFICATION OF THE AUDIT COMMITTEE'S                ISSUER             YES       FOR          FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS


----------------------------------------------------------------------------------------------------
Issuer:             NATIONAL COMMERCE FINANCIAL CORP.
Ticker:             NCF                      CUSIP:       63545P104
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: BLAKE P. GARRETT, JR.                            ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C. DAN JOYNER                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. NEELY MALLORY, JR.                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERIC B. MUNSON                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S                    ISSUER             YES       FOR          FOR
APPOINTMENT OF KPMG LLP, INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             NATIONAL FUEL GAS COMPANY
Ticker:             NFG                      CUSIP:       636180101
Meeting Date        2/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: PHILIP C. ACKERMAN                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BERNARD S. LEE, PH.D                             ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: APPOINTMENT OF INDEPENDENT ACCOUNTANTS.                  ISSUER             YES       AGAINST      AGAINST


PROPOSAL #03: ADOPTION OF, IF PRESENTED AT THE MEETING, A              SHAREHOLDER        YES       AGAINST      FOR
 SHAREHOLDER PROPOSAL.



----------------------------------------------------------------------------------------------------
Issuer:             NATIONWIDE FINANCIAL SERVICES, INC.
Ticker:             NFS                      CUSIP:       638612101
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: GERALD D. PROTHRO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES G. BROCKSMITH, JR                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KEITH W. ECKEL                                   ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG LLP              ISSUER             YES       FOR          FOR
 AS INDEPENDENT AUDITOR OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2004.

PROPOSAL #03: APPROVAL OF THE THIRD AMENDED AND RESTATED               ISSUER             YES       FOR          FOR
NATIONWIDE FINANCIAL SERVICES, INC. 1996 LONG-TERM EQUITY
 COMPENSATION PLAN.

PROPOSAL #04: APPROVAL OF THE AMENDED AND RESTATED STOCK               ISSUER             YES       FOR          FOR
RETAINER PLAN FOR NON-EMPLOYEE DIRECTORS.

----------------------------------------------------------------------------------------------------
Issuer:             NEWELL RUBBERMAID INC.
Ticker:             NWL                      CUSIP:       651229106
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALLAN P. NEWELL                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SCOTT S. COWEN                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CYNTHIA A. MONTGOMERY                            ISSUER             YES       FOR          FOR

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

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


----------------------------------------------------------------------------------------------------
Issuer:             NICOR INC.
Ticker:             GAS                      CUSIP:       654086107
Meeting Date        4/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: R.M. BEAVERS, JR.                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: T.A. DONAHOE                                     ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: T.L. FISHER                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.H. BIRDSALL, III                               ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: J. RAU                                           ISSUER             YES       FOR          FOR

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

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




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

PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING THE                      SHAREHOLDER        YES       FOR          AGAINST
SHAREHOLDER RIGHTS PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             NISOURCE INC.
Ticker:             NI                       CUSIP:       65473P105
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CAROLYN Y. WOO                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DENNIS E. FOSTER                                 ISSUER             YES       FOR          FOR

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

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

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

----------------------------------------------------------------------------------------------------
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: GEORG EHRNROOTH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BENGT HOLMSTROM                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PER KARLSSON                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JORMA OLLILA                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARJORIE SCARDINO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNE WESSBERG                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PAUL J. COLLINS                                  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.


----------------------------------------------------------------------------------------------------
Issuer:             NUCOR CORPORATION
Ticker:             NUE                      CUSIP:       670346105
Meeting Date        5/13/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: DANIEL R. DIMICCO                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAYMOND J. MILCHOVICH                            ISSUER             YES       FOR          FOR

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

----------------------------------------------------------------------------------------------------
Issuer:             PFIZER INC.
Ticker:             PFE                      CUSIP:       717081103
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DANA G. MEAD                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL S. BROWN                                 ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: ROBERT N. BURT                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. DON CORNWELL                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: GEORGE A. LORCH                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JEAN-PAUL VALLES                                 ISSUER             YES       FOR          FOR

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

PROPOSAL #02: A PROPOSAL TO APPROVE THE APPOINTMENT OF                 ISSUER             YES       FOR          FOR
KPMG LLP AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #03: A PROPOSAL TO APPROVE THE PFIZER INC. 2004               ISSUER             YES       FOR          FOR
STOCK PLAN.



PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING REVIEW OF                SHAREHOLDER        YES       ABSTAIN      AGAINST
THE ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY'S BUSINESS STRATEGY.


PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
REPORT ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.

PROPOSAL #07: SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM              SHAREHOLDER        YES       AGAINST      FOR
 LIMITS ON DIRECTORS.

PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT ON              SHAREHOLDER        YES       ABSTAIN      AGAINST
 INCREASING ACCESS TO PFIZER PRODUCTS.

PROPOSAL #09: SHAREHOLDER PROPOSAL ON STOCK OPTIONS.                   SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: SHAREHOLDER PROPOSAL ON IN VITRO TESTING.                SHAREHOLDER        YES       ABSTAIN      AGAINST


----------------------------------------------------------------------------------------------------
Issuer:             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: WILLIAM L. STEWART                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROY A. HERBERGER, JR.                            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

----------------------------------------------------------------------------------------------------
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: 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

ELECTION OF DIRECTOR: EDUARDO R. MENASCE                               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.

----------------------------------------------------------------------------------------------------
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: ALLEN J. KROWE                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERROLL B. DAVIS, JR.                             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.

----------------------------------------------------------------------------------------------------
Issuer:             PROTECTIVE LIFE CORPORATION
Ticker:             PL                       CUSIP:       743674103
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MALCOLM PORTERA                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN J. MCMAHON, JR.                             ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: J. GARY COOPER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAMES S.M. FRENCH                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. MICHAEL WARREN, JR.                           ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: H. CORBIN DAY                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS L. HAMBY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: VANESSA LEONARD                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO APPROVE THE STOCK PLAN FOR                   ISSUER             YES       AGAINST      AGAINST
NON-EMPLOYEE DIRECTORS.

PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF                    ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.

----------------------------------------------------------------------------------------------------
Issuer:             QUESTAR CORPORATION
Ticker:             STR                      CUSIP:       748356102
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CHARLES B. STANLEY                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TERESA BECK                                      ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: ROBERT E. MCKEE III                              ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #02: TO APPROVE THE LONG-TERM CASH INCENTIVE                  ISSUER             YES       FOR          FOR
PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             R.R. DONNELLEY & SONS COMPANY
Ticker:             DNY                      CUSIP:       257867101
Meeting Date        2/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF RR                  ISSUER             YES       FOR          FOR
DONNELLEY COMMON STOCK AS CONTEMPLATED BY THE COMBINATION
 AGREEMENT, DATED AS OF NOVEMBER 8, 2003, BETWEEN RR
DONNELLEY AND MOORE WALLACE INCORPORATED AND THE PLAN OF
ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING RR DONNELLEY AND MOORE
WALLACE.

PROPOSAL #02: TO ADOPT THE RR DONNELLEY 2004 PERFORMANCE               ISSUER             YES       AGAINST      AGAINST
INCENTIVE PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             R.R. DONNELLEY & SONS COMPANY
Ticker:             RRD                      CUSIP:       257867101
Meeting Date        4/14/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MARK A. ANGELSON                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALFRED C. ECKERT III                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, JR.                          ISSUER             YES       FOR          FOR

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

PROPOSAL #02: STOCKHOLDER PROPOSAL REGARDING THE SALE OF               SHAREHOLDER        YES       AGAINST      FOR
THE COMPANY.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING THE                       SHAREHOLDER        YES       FOR          AGAINST
ESTABLISHMENT OF A POLICY OF EXPENSING COSTS OF OPTIONS.


----------------------------------------------------------------------------------------------------
Issuer:             RAYTHEON COMPANY
Ticker:             RTN                      CUSIP:       755111507
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JOHN DEUTCH-2007                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL RUETTGERS-2007                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM SPIVEY-2007                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM SWANSON-2007                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LINDA STUNTZ-2005                                ISSUER             YES       FOR          FOR

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

PROPOSAL #03: ETHICAL CRITERIA FOR MILITARY CONTRACTS                  SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #04: SHAREHOLDER RIGHTS PLAN                                  SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #05: ANNUAL ELECTION OF DIRECTORS                             SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #06: MACBRIDE PRINCIPLES                                      SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #07: EXPENSING STOCK OPTIONS                                  SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #08: SERP BENEFITS                                            SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #09: EXECUTIVE COMPENSATION SYSTEM                            SHAREHOLDER        YES       AGAINST      FOR

----------------------------------------------------------------------------------------------------
Issuer:             REGAL ENTERTAINMENT GROUP
Ticker:             RGC                      CUSIP:       758766109
Meeting Date        5/12/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt



ELECTION OF DIRECTOR: THOMAS D. BELL, JR.                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CRAIG D. SLATER                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S                    ISSUER             YES       FOR          FOR
SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE
 FISCAL YEAR ENDING DECEMBER 30, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             REGENCY CENTERS CORPORATION
Ticker:             REG                      CUSIP:       758849103
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MARTIN E. STEIN, JR.                             ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: J. DIX DRUCE, JR.                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: A.R. CARPENTER                                   ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF              ISSUER             YES       FOR          FOR
 INCORPORATION TO ELIMINATE CLASSIFICATION OF THE BOARD
OF DIRECTORS.

PROPOSAL #03: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF              ISSUER             YES       AGAINST      AGAINST
 INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK.

PROPOSAL #04: AMENDMENT TO REGENCY'S RESTATED ARTICLES OF              ISSUER             YES       FOR          FOR
 INCORPORATION TO DELETE MATTERS OF HISTORICAL INTEREST
RELATING TO SECURITY CAPITAL'S OWNERSHIP LIMIT.


----------------------------------------------------------------------------------------------------
Issuer:             ROCKWELL AUTOMATION, INC.
Ticker:             ROK                      CUSIP:       773903109
Meeting Date        2/4/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: W.H. GRAY, III                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: W.T. MCCORMICK, JR.                              ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: D.H. DAVIS, JR.                                  ISSUER             YES       FOR          FOR

PROPOSAL #B: APPROVE THE SELECTION OF AUDITORS.                        ISSUER             YES       FOR          FOR

PROPOSAL #C: APPROVE THE 2000 LONG-TERM INCENTIVES PLAN,               ISSUER             YES       AGAINST      AGAINST
AS AMENDED.

----------------------------------------------------------------------------------------------------
Issuer:             ROYAL DUTCH PETROLEUM COMPANY
Ticker:             RD                       CUSIP:       780257804
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #2A: FINALIZATION OF THE BALANCE SHEET AS AT                  ISSUER             YES       FOR          FOR
DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE
YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE
PROFIT AND LOSS ACCOUNT.

PROPOSAL #2B: DECLARATION OF THE TOTAL DIVIDEND FOR THE                ISSUER             YES       FOR          FOR
YEAR 2003.

PROPOSAL #2C: DISCHARGE OF THE MANAGING DIRECTORS OF                   ISSUER             YES       FOR          FOR
RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE
YEAR 2003.



PROPOSAL #2D: DISCHARGE OF THE MEMBERS OF THE SUPERVISORY              ISSUER             YES       FOR          FOR
 BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE
YEAR 2003.

PROPOSAL #03: APPOINTMENT OF MS. L.Z. COOK AS A MANAGING               ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR OF THE COMPANY.*

PROPOSAL #04: APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A                ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD.*

PROPOSAL #05: APPOINTMENT OF MR. M.A. VAN DEN BERGH AS A               ISSUER             YES       ABSTAIN      AGAINST
MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY
ROTATION.*

PROPOSAL #06: REDUCTION OF THE ISSUED SHARE CAPITAL WITH               ISSUER             YES       FOR          FOR
A VIEW TO CANCELLA TION OF THE SHARES ACQUIRED BY THE
COMPANY IN ITS OWN CAPITAL.

PROPOSAL #07: AUTHORIZATION OF THE BOARD OF MANAGEMENT,                ISSUER             YES       FOR          FOR
PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL
CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE
CAPITAL OF THE COMPANY.

----------------------------------------------------------------------------------------------------
Issuer:             SARA LEE CORPORATION
Ticker:             SLE                      CUSIP:       803111103
Meeting Date        10/30/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: R. THOMAS                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. DAVIS                                         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: R. RIDGWAY                                       ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C. VAN LEDE                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. MANLEY                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V. JORDAN, JR.                                   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: CARY D. MCMILLAN                                 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: PATRICIA P. UPTON                                ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: S. DONLEY RITCHEY                                ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: JAMES A. HENDERSON                               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:             SCANA CORPORATION
Ticker:             SCG                      CUSIP:       80589M102
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: HAROLD C. STOWE                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W. HAYNE HIPP                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: G. SMEDES YORK                                   ISSUER             YES       FOR          FOR

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

PROPOSAL #02: APPROVAL OF AMENDED DIRECTOR COMPENSATION                ISSUER             YES       FOR          FOR
AND DEFERRAL PLAN

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

----------------------------------------------------------------------------------------------------
Issuer:             SCOTTISH POWER PLC
Ticker:             SPI                      CUSIP:       81013T705
Meeting Date        7/25/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #O1: TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS                ISSUER             YES       FOR          FOR
FOR THE YEAR ENDED MARCH 31, 2003.

PROPOSAL #O2: TO APPROVE THE REMUNERATION REPORT.                      ISSUER             YES       FOR          FOR

PROPOSAL #O3: TO ELECT NICK ROSE AS A DIRECTOR.                        ISSUER             YES       ABSTAIN      AGAINST

PROPOSAL #O4: TO ELECT DONALD BRYDON AS A DIRECTOR.                    ISSUER             YES       FOR          FOR

PROPOSAL #O5: TO RE-ELECT CHARLES MILLER SMITH AS A                    ISSUER             YES       FOR          FOR
DIRECTOR.

PROPOSAL #O6: TO RE-ELECT DAVID NISH AS A DIRECTOR.                    ISSUER             YES       FOR          FOR

PROPOSAL #O7: TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS              ISSUER             YES       AGAINST      AGAINST
 AUDITORS OF THE COMPANY AND TO AUTHORIZE THE DIRECTORS
TO SET THE REMUNERATION OF THE AUDITORS.

PROPOSAL #O8: TO AUTHORIZE THE COMPANY TO MAKE DONATIONS               ISSUER             YES       ABSTAIN      AGAINST
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITURE.

PROPOSAL #S9: TO RENEW THE AUTHORITY OF THE DIRECTORS TO               ISSUER             YES       FOR          FOR
DISAPPLY PRE-EMPTION RIGHTS.

PROPOSAL #S10: TO RENEW THE AUTHORITY TO THE COMPANY TO                ISSUER             YES       FOR          FOR
PURCHASE ITS OWN SHARES.



----------------------------------------------------------------------------------------------------
Issuer:             SHELL TRANSPORT & TRADING COMPANY, P
Ticker:             SC                       CUSIP:       822703609
Meeting Date        6/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #O1: THAT THE REPORT OF THE DIRECTORS AND THE                 ISSUER             YES       FOR          FOR
ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31,
2003 BE ADOPTED.

PROPOSAL #O2: THAT THE REMUNERATION REPORT FOR THE YEAR                ISSUER             YES       FOR          FOR
ENDED DECEMBER 31, 2003 SET OUT IN THE ANNUAL REPORT AND
ACCOUNTS 2003 AND SUMMARISED IN THE SUMMARY ANNUAL REPORT
 AND ACCOUNTS 2003 BE APPROVED.

PROPOSAL #O3: THAT MALCOLM BRINDED BE ELECTED AS A                     ISSUER             YES       FOR          FOR
DIRECTOR.

PROPOSAL #O4: THAT DR EILEEN BUTTLE BE RE-ELECTED AS A                 ISSUER             YES       FOR          FOR
DIRECTOR.

PROPOSAL #O5: THAT LUIS GIUSTI BE RE-ELECTED AS A                      ISSUER             YES       ABSTAIN      AGAINST
DIRECTOR.

PROPOSAL #O6: THAT MARY (NINA) HENDERSON BE RE-ELECTED AS              ISSUER             YES       FOR          FOR
 A DIRECTOR.

PROPOSAL #O7: THAT LORD OXBURGH BE RE-ELECTED AS A                     ISSUER             YES       FOR          FOR
DIRECTOR.

PROPOSAL #O8: THAT PRICEWATERHOUSECOOPERS LLP BE                       ISSUER             YES       FOR          FOR
RE-APPOINTED AS AUDITORS OF THE COMPANY.

PROPOSAL #O9: THAT THE BOARD BE AUTHORISED TO SETTLE THE               ISSUER             YES       FOR          FOR
REMUNERATION OF THE AUDITORS FOR 2004.

PROPOSAL #S10: THAT THE COMPANY BE AUTHORISED TO MAKE                  ISSUER             YES       FOR          FOR
MARKET PURCHASES (AS DEFINED IN SECTION 163 OF THE
COMPANIES ACT 1985) OF UP TO 483,000,000 ORDINARY SHARES
OF 25P PER SHARE IN THE CAPITAL OF THE COMPANY.


----------------------------------------------------------------------------------------------------
Issuer:             SONOCO PRODUCTS COMPANY
Ticker:             SON                      CUSIP:       835495102
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: C.C. FORT*                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.M. MICALI**                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: T.E. WHIDDON*                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: B.L.M. KASRIEL*                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: F.L.H. COKER*                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J.H. MULLIN, III*                                ISSUER             YES       FOR          FOR

PROPOSAL #02: SHAREHOLDER PROPOSAL TO URGE THE BOARD OF                SHAREHOLDER        YES       AGAINST      FOR
DIRECTORS TO ARRANGE FOR THE PROMPT SALE OF THE COMPANY
TO THE HIGHEST BIDDER.

----------------------------------------------------------------------------------------------------
Issuer:             SPRINT CORPORATION
Ticker:             FON                      CUSIP:       852061100
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: LINDA KOCH LORIMER                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: E. LINN DRAPER, JR.                              ISSUER             YES       FOR          FOR




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

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

PROPOSAL #02: TO RATIFY APPOINTMENT OF KPMG LLP AS                     ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS OF SPRINT FOR 2004

PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK                    SHAREHOLDER        YES       AGAINST      FOR
OPTION INDEXING

PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING CEO PAY CAP              SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING INDEPENDENT              SHAREHOLDER        YES       AGAINST      FOR
 CHAIRMAN

PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING REPORT ON                SHAREHOLDER        YES       ABSTAIN      AGAINST
OUTSOURCING OFF-SHORE

----------------------------------------------------------------------------------------------------
Issuer:             SUNTRUST BANKS, INC.
Ticker:             STI                      CUSIP:       867914103
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JEFFREY C. CROWE                                 ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: LARRY L. PRINCE                                  ISSUER             YES       FOR          FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF                    ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
2004.

PROPOSAL #03: PROPOSAL TO APPROVE THE COMPANY'S 2004                   ISSUER             YES       FOR          FOR
STOCK PLAN.

----------------------------------------------------------------------------------------------------
Issuer:             SYNOVUS FINANCIAL CORP.
Ticker:             SNV                      CUSIP:       87161C105
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: JAMES D. YANCEY*                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ALFRED W. JONES III*                             ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FRANK W. BRUMLEY**                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: C. EDWARD FLOYD*                                 ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: T. MICHAEL GOODRICH**                            ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ELIZABETH W. CAMP**                              ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: H. LYNN PAGE*                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: GARDINER W. GARRARD JR*                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: V. NATHANIEL HANSFORD*                           ISSUER             YES       FOR          FOR

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




PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS                 ISSUER             YES       FOR          FOR
SYNOVUS  INDEPENDENT AUDITOR.

----------------------------------------------------------------------------------------------------
Issuer:             TELEFLEX INCORPORATED
Ticker:             TFX                      CUSIP:       879369106
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DONALD BECKMAN                                   ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: PATRICIA C. BARRON                               ISSUER             YES       FOR          FOR

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

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

----------------------------------------------------------------------------------------------------
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:             TEXTRON INC.
Ticker:             TXT                      CUSIP:       883203101
Meeting Date        4/28/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: IVOR J. EVANS                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: KATHLEEN M. BADER                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: R. KERRY CLARK                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LORD POWELL                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT TO TEXTRON 1999 LONG-TERM                      ISSUER             YES       FOR          FOR
INCENTIVE PLAN

PROPOSAL #03: DIRECTOR RESTRICTED STOCK AWARDS                         ISSUER             YES       FOR          FOR

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

PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO FOREIGN                 SHAREHOLDER        YES       ABSTAIN      AGAINST
MILITARY SALES

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO POLITICAL               SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS

PROPOSAL #07: SHAREHOLDER PROPOSAL RELATING TO CHARITABLE              SHAREHOLDER        YES       ABSTAIN      AGAINST
 CONTRIBUTIONS



----------------------------------------------------------------------------------------------------
Issuer:             THE ALLSTATE CORPORATION
Ticker:             ALL                      CUSIP:       020002101
Meeting Date        5/18/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: F. DUANE ACKERMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. CHRISTOPHER REYES                             ISSUER             YES       FOR          FOR

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

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

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

ELECTION OF DIRECTOR: JAMES G. ANDRESS                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RONALD T. LEMAY                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EDWARD M. LIDDY                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: MARY ALICE TAYLOR                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JUDITH A. SPRIESER                               ISSUER             YES       FOR          FOR

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

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

PROPOSAL #03: APPROVAL OF MATERIAL TERMS OF ANNUAL                     ISSUER             YES       FOR          FOR
COVERED EMPLOYEE INCENTIVE COMPENSATION PLAN.

PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF LONG-TERM                  ISSUER             YES       FOR          FOR
EXECUTIVE INCENTIVE COMPENSATION PLAN.

PROPOSAL #05: PROVIDE CUMULATIVE VOTING FOR BOARD OF                   SHAREHOLDER        YES       AGAINST      FOR
DIRECTORS.

----------------------------------------------------------------------------------------------------
Issuer:             THE BOEING COMPANY
Ticker:             BA                       CUSIP:       097023105
Meeting Date        5/3/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

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

ELECTION OF DIRECTOR: LINDA Z. COOK                                    ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVE AMENDMENTS TO ELIMINATE CERTAIN                  ISSUER             YES       FOR          FOR
SUPERMAJORITY VOTE REQUIREMENTS.

PROPOSAL #03: ADVISE ON APPOINTMENT OF DELOITTE & TOUCHE               ISSUER             YES       FOR          FOR
LLP AS INDEPENDENT AUDITORS.

PROPOSAL #04: PREPARE A REPORT ON MILITARY CONTRACTS.                  SHAREHOLDER        YES       ABSTAIN      AGAINST


PROPOSAL #05: ADOPT HUMAN RIGHTS POLICIES.                             SHAREHOLDER        YES       ABSTAIN      AGAINST

PROPOSAL #06: DECLASSIFY THE BOARD OF DIRECTORS.                       SHAREHOLDER        YES       FOR          AGAINST

PROPOSAL #07: ADOPT SIMPLE MAJORITY VOTE.                              SHAREHOLDER        YES       FOR          AGAINST




PROPOSAL #08: REQUIRE APPROVAL OF SEVERANCE AGREEMENTS.                SHAREHOLDER        YES       AGAINST      FOR


PROPOSAL #09: ADOPT RETENTION OF STOCK POLICY.                         SHAREHOLDER        YES       AGAINST      FOR

PROPOSAL #10: GIVE EMPLOYEES CHOICE OF PENSION PLANS AT                SHAREHOLDER        YES       AGAINST      FOR
RETIREMENT OR TERMINATION.

----------------------------------------------------------------------------------------------------
Issuer:             THE CLOROX COMPANY
Ticker:             CLX                      CUSIP:       189054109
Meeting Date        11/19/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: CHRISTOPH HENKEL                                 ISSUER             YES       FOR          FOR

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

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

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

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

ELECTION OF DIRECTOR: KLAUS MORWIND                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: GERALD E. JOHNSTON                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: TULLY M. FRIEDMAN                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DANIEL BOGGAN, JR.                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LARY R. SCOTT                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JAN L. MURLEY                                    ISSUER             YES       FOR          FOR

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

PROPOSAL #02: PROPOSAL TO APPROVE THE CLOROX COMPANY                   ISSUER             YES       FOR          FOR
INDEPENDENT DIRECTORS STOCK-BASED COMPENSATION PLAN.


PROPOSAL #03: PROPOSAL TO RATIFY THE SELECTION OF ERNST &              ISSUER             YES       FOR          FOR
 YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.

----------------------------------------------------------------------------------------------------
Issuer:             THE COCA-COLA COMPANY
Ticker:             KO                       CUSIP:       191216100
Meeting Date        4/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: DONALD R. KEOUGH                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SAM NUNN                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: BARRY DILLER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DOUGLAS N. DAFT                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WARREN E. BUFFETT                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: J. PEDRO REINHARD                                ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: JAMES D. ROBINSON III                            ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: CATHLEEN P. BLACK                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PETER V. UEBERROTH                               ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: SUSAN BENNETT KING                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: HERBERT A. ALLEN                                 ISSUER             YES       FOR          FOR

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

PROPOSAL #03: SHARE-OWNER PROPOSAL REGARDING REPORT                    SHAREHOLDER        YES       FOR          FOR
RELATED TO GLOBAL HIV/AIDS PANDEMIC

PROPOSAL #04: SHARE-OWNER PROPOSAL REGARDING STOCK OPTION              SHAREHOLDER        YES       ABSTAIN      AGAINST
 GLASS CEILING REPORT

PROPOSAL #05: SHARE-OWNER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       AGAINST      FOR
COMPENSATION

PROPOSAL #06: SHARE-OWNER PROPOSAL REGARDING RESTRICTED                SHAREHOLDER        YES       AGAINST      FOR
STOCK

PROPOSAL #07: SHARE-OWNER PROPOSAL REGARDING SENIOR                    SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE PARTICIPATION IN COMPANY'S COMPENSATION AND
DEFERRAL INVESTMENT PROGRAM

PROPOSAL #08: SHARE-OWNER PROPOSAL ON CHINA BUSINESS                   SHAREHOLDER        YES       ABSTAIN      AGAINST
PRINCIPLES

PROPOSAL #09: SHARE-OWNER PROPOSAL REGARDING SEPARATE                  SHAREHOLDER        YES       AGAINST      FOR
POSITIONS OF CEO AND CHAIRMAN

----------------------------------------------------------------------------------------------------
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: ANDREW N. LIVERIS                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WILLIAM S. STAVROPOULOS                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG                               ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: JEFF M. FETTIG                                   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: WILBUR H. GANTZ                                  ISSUER             YES       FOR          FOR



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

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

ELECTION OF DIRECTOR: JORGE PAULO LEMANN                               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: CHARLES B. STRAUSS                               ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: GAIL J. MCGOVERN                                 ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: GORDON I. ULMER                                  ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: PAUL G. KIRK, JR.                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RAMANI AYER                                      ISSUER             YES       FOR          FOR

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

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

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


PROPOSAL #03: PROPOSAL BY SHAREHOLDER RELATING TO                      SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE COMPENSATION.

----------------------------------------------------------------------------------------------------
Issuer:             THE MAY DEPARTMENT STORES COMPANY
Ticker:             MAY                      CUSIP:       577778103
Meeting Date        5/21/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

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

ELECTION OF DIRECTOR: WILLIAM P. STIRITZ                               ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: EUGENE S. KAHN                                   ISSUER             YES       FOR          FOR

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




PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF                        ISSUER             YES       FOR          FOR
INDEPENDENT ACCOUNTANTS.

PROPOSAL #C: PROPOSAL TO AMEND MAY'S EXECUTIVE INCENTIVE               ISSUER             YES       FOR          FOR
COMPENSATION PLAN FOR CORPORATE EXECUTIVES.


PROPOSAL #D: PROPOSAL TO AMEND MAY'S 1994 STOCK INCENTIVE              ISSUER             YES       FOR          FOR
 PLAN.

PROPOSAL #E: PROPOSAL BY A SHAREOWNER CONCERNING A                     SHAREHOLDER        YES       FOR          AGAINST
CLASSIFIED BOARD.

----------------------------------------------------------------------------------------------------
Issuer:             THE PNC FINANCIAL SERVICES GROUP, IN
Ticker:             PNC                      CUSIP:       693475105
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: MR. KELSON                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. WEHMEIER                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. WASHINGTON                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. CLAY                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. CHELLGREN                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. DAVIDSON                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. LINDSAY                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. ROHR                                         ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MS. STEFFES                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. O'BRIEN                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. THIEKE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MS. PEPPER                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. STRIGL                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. MASSARO                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. USHER                                        ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MR. COOPER                                       ISSUER             YES       FOR          FOR

----------------------------------------------------------------------------------------------------
Issuer:             THE ST. PAUL COMPANIES, INC.
Ticker:             STA                      CUSIP:       792860108
Meeting Date        3/19/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: TO ACT ON THE PROPOSAL TO ISSUE SHARES OF                ISSUER             YES       FOR          FOR
ST. PAUL'S COMMON STOCK IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER DATED AS OF NOVEMBER 16, 2003, AS AMENDED, AMONG
ST. PAUL, TRAVELERS PROPERTY CASUALTY CORP. AND A
SUBSIDIARY OF ST. PAUL.

PROPOSAL #02: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
BYLAWS IN CONNECTION WITH THE TRANSACTION, AS DESCRIBED
IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.


PROPOSAL #03: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION IN CONNECTION WITH THE
TRANSACTION, AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
 STATEMENT/PROSPECTUS.



PROPOSAL #04: TO ACT ON THE PROPOSAL TO AMEND ST. PAUL'S               ISSUER             YES       FOR          FOR
ARTICLES OF INCORPORATION TO REDUCE THE SHAREHOLDER
APPROVAL REQUIRED FOR CERTAIN FUTURE FUNDAMENTAL ACTIONS,
 AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.

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Issuer:             THE STANLEY WORKS
Ticker:             SWK                      CUSIP:       854616109
Meeting Date        4/23/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: JOHN G. BREEN                                    ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: VIRGIS W. COLBERT                                ISSUER             YES       FOR          FOR

PROPOSAL #02: TO APPROVE ERNST & YOUNG LLP AS INDEPENDENT              ISSUER             YES       AGAINST      AGAINST
 AUDITORS FOR THE YEAR 2004.

PROPOSAL #03: TO VOTE ON A SHAREHOLDER PROPOSAL URGING                 SHAREHOLDER        YES       FOR          AGAINST
THAT THE BOARD OF DIRECTORS TAKE THE NECESSARY STEPS TO
REQUIRE THAT ALL MEMBERS OF THE BOARD OF DIRECTORS BE
ELECTED ANNUALLY.

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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: ARTHUR D. COLLINS, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: RICHARD G. REITEN                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: THOMAS E. PETRY                                  ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: V. BUYNISKI GLUCKMAN                             ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: JERRY W. LEVIN                                   ISSUER             YES       FOR          FOR

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

PROPOSAL #03: SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM                SHAREHOLDER        YES       AGAINST      FOR
FOR SENIOR EXECUTIVES.

PROPOSAL #04: SHAREHOLDER PROPOSAL: SUPPLEMENTAL                       SHAREHOLDER        YES       AGAINST      FOR
EXECUTIVE RETIREMENT BENEFITS.

PROPOSAL #05: SHAREHOLDER PROPOSAL: SIMPLE MAJORITY                    SHAREHOLDER        YES       FOR          AGAINST
VOTING.

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Issuer:             UNITRIN, INC.
Ticker:             UTR                      CUSIP:       913275103
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: RICHARD C. VIE                                   ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: WILLIAM E. JOHNSTON, JR                          ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: WAYNE KAUTH                                      ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD G. SOUTHWELL                              ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: REUBEN L. HEDLUND                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JERROLD V. JEROME                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANN E. ZIEGLER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ERIC J. DRAUT                                    ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: FAYEZ S. SAROFIM                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: APPROVAL OF THE UNITRIN, INC., INCENTIVE                 ISSUER             YES       FOR          FOR
BONUS PLAN.

PROPOSAL #03: APPROVAL OF EXTENSION OF UNITRIN, INC.,                  ISSUER             YES       FOR          FOR
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

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Issuer:             UNOCAL CORPORATION
Ticker:             UCL                      CUSIP:       915289102
Meeting Date        5/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: MARINA V.N. WHITMAN                              ISSUER             YES       FOR          FOR

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

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

PROPOSAL #03: APPROVAL OF THE 2004 MANAGEMENT INCENTIVE                ISSUER             YES       FOR          FOR
PROGRAM

PROPOSAL #04: APPROVAL OF THE 2004 DIRECTORS  DEFERRED                 ISSUER             YES       FOR          FOR
COMPENSATION AND RESTRICTED STOCK UNIT AWARD PLAN


PROPOSAL #05: STOCKHOLDER PROPOSAL: BYLAW REQUIRING THAT               SHAREHOLDER        YES       AGAINST      FOR
THE CHAIRMAN NOT CONCURRENTLY SERVE AS CEO

PROPOSAL #06: STOCKHOLDER PROPOSAL: USE OF RESTRICTED                  SHAREHOLDER        YES       AGAINST      FOR
STOCK PROGRAMS FOR EXECUTIVE COMPENSATION IN LIEU OF
STOCK OPTIONS

PROPOSAL #07: STOCKHOLDER PROPOSAL: BOARD OF DIRECTORS                 SHAREHOLDER        YES       AGAINST      FOR
OFFICE FOR DIRECT COMMUNICATIONS WITH INDEPENDENT
DIRECTORS REGARDING CORPORATE GOVERNANCE

PROPOSAL #08: STOCKHOLDER PROPOSAL: BOARD OF DIRECTORS                 SHAREHOLDER        YES       ABSTAIN      AGAINST
COMMITTEE REPORT ON GREENHOUSE GASES

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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: J. NEUBAUER                                      ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: R.L. CARRION                                     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: S.O. MOOSE                                       ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY                                     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

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

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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: JOSEPH NEUBAUER                                  ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONA DAVIS YOUNG                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: LANTY L. SMITH                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN T. CASTEEN, III                             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.

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Issuer:             WASHINGTON MUTUAL, INC.
Ticker:             WM                       CUSIP:       939322103
Meeting Date        4/20/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: STEPHEN E. FRANK                                 ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: MARGARET OSMER MCQUADE                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ANNE V. FARRELL                                  ISSUER             YES       FOR          FOR




ELECTION OF DIRECTOR: WILLIAM D. SCHULTE                               ISSUER             YES       WITHHOLD     AGAINST

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

PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO A SPECIFIC              SHAREHOLDER        YES       AGAINST      FOR
 COMPENSATION PROGRAM

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Issuer:             WELLS FARGO & COMPANY
Ticker:             WFC                      CUSIP:       949746101
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: J.A. BLANCHARD III                               ISSUER             YES       FOR          FOR

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

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

ELECTION OF DIRECTOR: REATHA CLARK KING                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.                           ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                              ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: SUSAN E. ENGEL                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: MICHAEL W. WRIGHT                                ISSUER             YES       WITHHOLD     AGAINST

ELECTION OF DIRECTOR: SUSAN G. SWENSON                                 ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                                ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: DONALD B. RICE                                   ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: PROPOSAL TO APPROVE THE COMPANY'S                        ISSUER             YES       FOR          FOR
SUPPLEMENTAL 401(K) PLAN.

PROPOSAL #03: PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP               ISSUER             YES       FOR          FOR
AS INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING EXPENSING                 SHAREHOLDER        YES       FOR          AGAINST
STOCK OPTIONS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING RESTRICTED                SHAREHOLDER        YES       AGAINST      FOR
STOCK.

PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING EXECUTIVE                 SHAREHOLDER        YES       ABSTAIN      AGAINST
COMPENSATION AND PREDATORY LENDING.

PROPOSAL #07: STOCKHOLDER PROPOSAL REGARDING POLITICAL                 SHAREHOLDER        YES       ABSTAIN      AGAINST
CONTRIBUTIONS.

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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: JAMES N. SULLIVAN                                ISSUER             YES       FOR          FOR

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




ELECTION OF DIRECTOR: STEVEN R. ROGEL                                  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

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Issuer:             WM. WRIGLEY JR. COMPANY
Ticker:             WWY                      CUSIP:       982526105
Meeting Date        3/9/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

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

ELECTION OF DIRECTOR: ALEX SHUMATE                                     ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: STEVEN B. SAMPLE                                 ISSUER             YES       FOR          FOR

PROPOSAL #02: AMENDMENT TO THE 1997 MANAGEMENT INCENTIVE               ISSUER             YES       FOR          FOR
PLAN.

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF INDEPENDENT               ISSUER             YES       FOR          FOR
AUDITORS ERNST & YOUNG LLP FOR THE YEAR ENDING 12/31/04.


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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: F.A. BENNACK, JR.                                ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: C.L. ALEXANDER, JR.                              ISSUER             YES       FOR          FOR

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

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

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

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

ELECTION OF DIRECTOR: R. ESSNER                                        ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: R. LANGER                                        ISSUER             YES       FOR          FOR

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

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Issuer:             XL CAPITAL LTD
Ticker:             XL                       CUSIP:       G98255105
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: ALAN Z. SENTER                                   ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: ROBERT S. PARKER                                 ISSUER             YES       FOR          FOR

ELECTION OF DIRECTOR: JOHN LOUDON                                      ISSUER             YES       FOR          FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF                             ISSUER             YES       FOR          FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, TO ACT AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.

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Issuer:             ZIONS BANCORPORATION
Ticker:             ZION                     CUSIP:       989701107
Meeting Date        4/30/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

ELECTION OF DIRECTOR: L.E. SIMMONS                                     ISSUER             YES       FOR          FOR

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

ELECTION OF DIRECTOR: ROGER B. PORTER                                  ISSUER             YES       WITHHOLD     AGAINST

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF THE COMPANY'S               ISSUER             YES       FOR          FOR
INDEPENDENT AUDITORS FOR FISCAL 2004.

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

                                                             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.