Aflcio.org Black Stone Watch

ProxyEdge - Vote Summary with Policy, Vote Comments, Ballot Detail, Ballot CommentsMeeting Date Range: 01/01/2006 to 07/31/2006Selected Accounts: Adhoc

Report Date: 01/30/2007Page 1 of 396

3M COMPANY Ticker: MMM Annual Meeting Date: 05/09/2006

Issuer: 88579Y City: Holdings Reconciliation Date: 03/10/2006

ISIN: Country: UNITED STATES Vote Deadline Date: 05/08/2006

Currency Code: Par Value:

SEDOL:

Vote Group: UNASSIGNED Agenda: 932463893 - MANAGEMENT

Proposal VoteNumber Cast RV Proposal

01 For DIRECTOR

Withheld LINDA G. ALVARADOFor EDWARD M. LIDDYFor ROBERT S. MORRISONFor AULANA L. PETERS

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS 3M S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PoliciesThe appointment of auditors is considered a routine matter that does not impact materially on shareholders, as long as the auditors are not receiving substantial amounts of money from the Company for other services that give rise to a potential conflict of interest. Here, the amount the auditors receive (if any) for "other" services is so minimal that it does not pose a conflict of interests. Therefore, a vote is cast in favor of the appointment of auditors.

04 For Against STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION

PoliciesThis shareholder proposal asks the Board to link the Company's senior executive bonus and stock compensation to the performance of the Company's peer group. By connecting a senior executives compensation to peer group performance, the general trend in the Company's industry is neutralized and a better correlation between pay and reward will result. A senior executive will be rewarded for their superior leadership skills and not from some outside influence. A vote is cast in favor.

05 For Against STOCKHOLDER PROPOSAL REGARDING 3M S ANIMAL WELFARE POLICY

CommentsThis shareholder proposal asks the Company to adopt an Animal Welfare Policy which: 1) reduces, refines, and replaces its use of animals in research and testing, and 2) ensures superior standards of care for animals in research and testing, 3) ensures superior standards of care for animals by the Company and all independently retained laboratories, and 4) post the policy online and issue an annual report on the extent to which in-house and contract laboratories are adhering to the policy. The Company states its practices regarding laboratory animal use meet or exceed all legal and regulatory requirements for the humane treatment and care for laboratory animals and only uses testing laboratories specially accredited for humane animal use by the Accreditation of Laboratory Animal Care International. Therefore, a vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL REGARDING 3M S BUSINESS OPERATIONS IN CHINA

PoliciesThis proposal asks the Company to institute a code of corporate conduct based on the principles set forth by the United Nations ILO concerning workplace human rights



standards by its international suppliers and its own international production facilities and to commit to a compliance program by outside monitors. A vote is cast for this proposal because human rights abuses at Company foreign units or suppliers can lead to a reputational risk that can damage shareholder value.

Custodian Internal Stock Voted Ballot Received Last DateAccount Name Account Account Class Shares Shares Date Vote Date ConfirmedAFL-CIO Reserve Fund -Ark Asset

1000798.1 12909-0101 500 500 03/31/2006 04/26/2006 04/26/2006



ABBOTT LABORATORIES Ticker: ABT Annual Meeting Date: 04/28/2006

Issuer: 002824 City: Holdings Reconciliation Date: 03/01/2006



SEDOL:



01 For For DIRECTOR

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders on the board to supervise management. There is such a majority here. A vote is cast for all nominees.

02 Against For RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS.

PoliciesThis proposal seeks the approval of the reappointment of auditors and their remuneration. Normally this would be considered a routine, ministerial proposal and a vote would be cast in favor. At this Company, however, it has been disclosed that the auditors are paid a substantial amount for non-audit work in addition to their audit work. This creates a potential conflict of interest for the auditors. For that reason, a vote is cast against.

03 For Against SHAREHOLDER PROPOSAL - PAY-FOR-SUPERIOR-PERFORMANCE

PoliciesThis shareholder proposal asks the Board to link the Company's senior executive stock compensation to the performance of the Company's peer group. By connecting a senior executive's compensation to peer group performance, the general trend in the Company's industry is neutralized and a better correlation between pay and reward will result. A senior executive will be rewarded for their superior leadership skills and not from some outside influence. A vote is cast in favor of this proposal.

04 For Against SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS

CommentsThis shareholder proposal seeks a report from the Company disclosing its policies for political contributions which accounts for funds donated and the business rationale for each contribution and to provide board oversight of such contributions. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. This would provide useful information to shareholders and allow them to examine all contributions at one site instead of searching through many. A vote is cast in favor.

05 For Against SHAREHOLDER PROPOSAL - THE ROLES OF CHAIR AND CEO .

PoliciesThis proposal seeks to separate the offices of chairman of the board and chief executive officer. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions. A vote is cast in favor.


1000798.1 12909-0100 1,000 1,000 03/31/2006 04/17/2006 04/17/2006



ACCO BRANDS CORPORATION Ticker: ABD Annual Meeting Date: 05/25/2006

Issuer: 00081T City: Holdings Reconciliation Date: 03/30/2006



SEDOL:



01 For For DIRECTOR


02 Against For PROPOSAL TO APPROVE THE AMENDED AND RESTATED ACCO BRANDS CORPORATION 2005 INCENTIVE PLAN

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 For For PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ACCO BRANDS CORPORATION FOR 2006



1000798.1 12909-0108 23 23 04/13/2006 05/17/2006 05/18/2006



ACE LIMITED Ticker: ACE Annual Meeting Date: 05/18/2006

Issuer: G0070K City: Holdings Reconciliation Date: 03/31/2006



SEDOL:



A For For DIRECTOR


B For For APPROVAL OF AMENDMENT TO ACE LIMITED EMPLOYEE STOCK PURCHASE PLAN.

PoliciesThis proposal adds shares to an employee stock ownership plan, which gives an equity stake in the company to all fulltime and many parttime workers, thus encouraging quality work. That is in the best interests of shareholders. A vote is cast in favor.

C For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0103 200 200 04/21/2006 05/08/2006 05/09/2006



ADOBE SYSTEMS INCORPORATED Ticker: ADBE Annual Meeting Date: 03/28/2006

Issuer: 00724F City: Holdings Reconciliation Date: 02/13/2006



SEDOL:



01 For DIRECTOR

For EDWARD W. BARNHOLTFor MICHAEL R. CANNON

Withheld BRUCE R. CHIZENFor JAMES E. DALEY

Withheld CHARLES M. GESCHKEFor DELBERT W. YOCAM

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here there is not a two-thirds majority of outsiders. Therefore, a vote is cast in favor of the outsiders and withheld from the insiders.

02 Against For APPROVAL OF AMENDMENTS TO THE AMENDED 1994 PERFORMANCE AND RESTRICTED STOCK PLAN TO ENABLE COMPENSATION PAID UNDER THE PLAN TO QUALIFY AS DEDUCTIBLE PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

CommentsThis proposal asks shareholders to approve an amendment to the Company's Amended 1994 Performance and Restricted Stock Plan which would modify its performance period and adds criteria for measuring performance goals. A vote is cast against this proposal because the performance criteria being added as well as the existing performance criteria are not specific enough to enable shareholders to determine what type of performance will generate what amount of award. In addition, the Plan is not a good one in that it has a change in control and the dilution to shareholders for all plans at the Company exceed 17%.

03 Against For APPROVAL OF THE EXECUTIVE CASH PERFORMANCE BONUS PLAN TO PERMIT THE PAYMENT OF CASH BONUSES THAT WILL QUALIFY AS DEDUCTIBLE PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

PoliciesThis proposal seeks to establish a bonus plan for key executives. The plan does not specify performance standards on which to base the bonus which make it impossible to judge the validity of the plan. A vote is cast against.

04 For For RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 1, 2006.


Custodian Internal Stock Voted Ballot Received Last DateAccount Name Account Account Class Shares Shares Date Vote Date Confirmed



AFL-CIO Reserve Fund -Ark Asset

1000798.1 12909-0101 400 400 02/28/2006 03/13/2006 03/14/2006



AETNA INC. Ticker: AET Annual Meeting Date: 04/28/2006




SEDOL:



01 For DIRECTOR

For BETSY Z. COHENFor MOLLY J. COYE, M.D.

Withheld BARBARA H. FRANKLINFor JEFFREY E. GARTENFor EARL G. GRAVESFor GERALD GREENWALDFor ELLEN M. HANCOCKFor MICHAEL H. JORDANFor EDWARD J. LUDWIGFor JOSEPH P. NEWHOUSEFor JOHN W. ROWE, M.D.For RONALD A. WILLIAMS

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders on the board to supervise management. There is such a majority here. A vote is cast for all nominees.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 For For APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For For APPROVAL OF 2006 EMPLOYEE STOCK PURCHASE PLAN

PoliciesThis proposal establishes an employee stock ownership plan which will give an equity stake in the company to all fulltime and many parttime employees, thus encouraging quality work. This is in the best interest of shareholders. A vote is cast in favor.

04 For Against SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING

PoliciesThis proposal establishes cumulative voting, where each shareholder has votes equal to the number of shares multiplied by board nominees. A shareholder can lump all votes for one candidate--an effective way to elect someone. A vote is cast in favor.


1000798.1 12909-0108 400 400 03/18/2006 04/17/2006 04/17/2006



AFLAC INCORPORATED Ticker: AFL Contested Annual Meeting Date: 05/01/2006




SEDOL:



01 For DIRECTOR

Withheld DANIEL P. AMOSWithheld JOHN SHELBY AMOS IIWithheld MICHAEL H. ARMACOSTWithheld KRISS CLONINGER IIIWithheld JOE FRANK HARRIS

For ELIZABETH J. HUDSONWithheld KENNETH S. JANKE SR.

For DOUGLAS W. JOHNSONFor ROBERT B. JOHNSONFor CHARLES B. KNAPP

Withheld HIDEFUMI MATSUIWithheld E. STEPHEN PURDOM, M.D.

For B.K. RIMER, DR. PHFor MARVIN R. SCHUSTERFor DAVID GARY THOMPSONFor TOHRU TONOIKEFor ROBERT L. WRIGHT

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here there is not a two-thirds majority of outsiders. Therefore, a vote is cast in favor of the outsiders and withheld from the insiders.Some incumbent nominees failed to attend 75% of their meetings without a valid excuse. A vote to withhold authority is cast for those nominees with such poor attendance record.

02 For For RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.



1000798.1 12909-0102 300 300 03/31/2006 04/19/2006 04/19/2006



AGILENT TECHNOLOGIES, INC. Ticker: A Annual Meeting Date: 03/01/2006

Issuer: 00846U City: Holdings Reconciliation Date: 01/03/2006



SEDOL:



01 For DIRECTOR

For WILLIAM P. SULLIVANWithheld ROBERT J. HERBOLD

For KOH BOON HWEE


02 Against For THE RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AGILENT S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 Against For THE APPROVAL OF THE AGILENT TECHNOLOGIES, INC. LONG-TERM PERFORMANCE PROGRAM.

CommentsThis proposal seeks shareholder approval of a stock bonus plan for key employees. The plan does not specify performance standards upon which bonuses will be granted. That lack of specificity makes it impossible to judge the validity of the plan. Therefore, a vote is cast against.


1000798.1 12909-0101 295 295 01/24/2006 02/09/2006 02/10/2006



AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Annual Meeting Date: 01/26/2006




SEDOL:



01 For For DIRECTOR


02 For For APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS: RATIFICATION OF APPOINTMENT OF KPMG LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2006.


03 Against For AMENDMENTS TO THE LONG-TERM INCENTIVE PLAN: APPROVAL OF AMENDMENTS TO THE LONG-TERM INCENTIVE PLAN.

PoliciesAn existing stock option plan for key executives is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 15% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the amendment.

04 Against For APPROVE ANNUAL INCENTIVE PLAN TERMS: APPROVE ANNUAL INCENTIVE PLAN TERMS TO ALLOW DEDUCTIBILITY.

PoliciesThis proposal seeks to establish a cash bonus plan for key executives. The plan does not specify performance standards on which to base the bonus which makes it impossible to judge the validity of the plan. A vote is cast against.


1000798.1 12909-0106 200 200 12/15/2005 01/13/2006 01/13/2006



ALBERTSON'S, INC. Ticker: ABS Special Meeting Date: 05/30/2006




SEDOL:



01 For For TO ADOPT THE MERGER AGREEMENT.

CommentsThis proposal seeks shareholder approval of the Company being acquired by Supervalu Inc. Both Companies are in the food retailing business. The Board recommends shareholder approval because: 1) the increasing competitive pressure and a lack of attractive and timely opportunities to divest underperforming assets, 2) the fact that the Company conducted an extensive process to find buyers (22 potential buyers were contacted) and the Supervalu proposal to acquire the entire company was at a higher price than the then current price per share of Company common stock and the belief that it was unlikely that they would receive a more attractive offer, and 3) 75% of the consideration is cash. Per the terms of the acquisition, each share of Company common stock will receive $20.35 in cash and 0.182 of one Supervalu common share, which represents a premium 28.6% based on the closing stock price the day before the Company's public announcement that it was exploring strategic alternatives, an 8.5% premium based on the stock price the day before the Company's offer was announced (12.7% premium over the average closing price for the 5 days preceding the 60th day before announcement). An opinion has been issued by Goldman Sachs, The Blackstone Group and Houlihan Lokey that the terms are fair to the Company's shareholders. For those reasons, a vote is cast in favor of the proposal.

02 For For TO ADOPT THE CHARTER AMENDMENT.

CommentsThis proposal asks shareholders to approve an amendment to the Company's Certificate of Incorporation to provide for appraisal rights. Appraisal rights are in the best interests of shareholders because it allows them to obtain a judicial appraisal of the fair value of their shares if they are opposed to the merger transaction therefore, a vote is cast in favor.

03 For For TO ADJOURN THE ALBERTSONS SPECIAL MEETING INCLUDING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES.

PoliciesThis proposal seeks an adjournment to seek more votes, if necessary, for items on the agenda. Since all the agenda items are being supported, a vote is cast in favor.


1000798.1 12909-0104 100 100 05/03/2006 05/22/2006 05/23/2006



ALCOA INC. Ticker: AA Annual Meeting Date: 04/21/2006




SEDOL:



01 Withheld For DIRECTOR

PoliciesThis company has underperformed its broad market index and its peer group for the past five years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR



1000798.1 12909-0101 600 600 03/08/2006 03/20/2006 03/20/2006



ALLTEL CORPORATION Ticker: AT Annual Meeting Date: 04/20/2006




SEDOL:



01 For DIRECTOR

For WILLIAM H. CROWNWithheld JOE T. FORD

For JOHN P. MCCONNELLFor JOSIE C. NATORI


02 Against For APPROVAL OF AMENDED AND RESTATED ALLTEL PERFORMANCE INCENTIVE COMPENSATION PLAN

PoliciesThis proposal asks shareholders to approve adding a new performance criterion (criteria) to a company cash/stock bonus plan. A vote is cast against this proposal because the plan is flawed in that it does not disclose specific performance goals upon which awards are based. This addition only makes a bad plan worse.

03 Against For APPROVAL OF AMENDED AND RESTATED ALLTEL LONG-TERM PERFORMANCE INCENTIVE PLAN

PoliciesThis proposal asks shareholders to approve adding a new performance criterion (criteria) to a company cash/stock bonus plan. A vote is cast against this proposal because the plan is flawed in that it does not disclose specific performance goals upon which awards are based. This addition only makes a bad plan worse.

04 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS



1000798.1 12909-0103 200 200 03/17/2006 04/03/2006 04/03/2006



ALTERA CORPORATION Ticker: ALTR Annual Meeting Date: 05/09/2006




SEDOL:




PoliciesThe board has failed to implement a shareholder proposal that received a majority vote the prior year. As representatives of the shareholders, directors should implement those proposals that receive a majority vote. Because of their failure to do so, a vote is cast to withhold authority for all nominees to the board.

02 Against For TO APPROVE AN AMENDMENT TO THE 2005 EQUITY INCENTIVE PLAN TO INCREASE BY 10,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN.

PoliciesAn existing stock option plan for key executives is amended by this proposal by adding shares to it.Combined with shares in other stock plans at the company, the number of shares requested would cause in excess of 20% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the amendment.

03 For For TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN.


04 For For TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2006.



1000798.1 12909-0100 400 400 04/05/2006 04/25/2006 04/26/2006



ALTRIA GROUP, INC. Ticker: MO Annual Meeting Date: 04/27/2006

Issuer: 02209S City: Holdings Reconciliation Date: 03/06/2006



SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS


03 For Against STOCKHOLDER PROPOSAL 1 - REQUESTING INDEPENDENT BOARD CHAIRMAN


04 For Against STOCKHOLDER PROPOSAL 2 - REQUESTING COMMITMENT TO GLOBAL HUMAN RIGHTS STANDARDS

PoliciesThis proposal asks the Company to institute a code of corporate conduct based on the principles set forth by the United Nations ILO concerning workplace human rights standards by its international suppliers and its own international production facilities and to commit to a compliance program by outside monitors. A vote is cast for this proposal because human rights abuses at Company foreign units or suppliers can lead to a reputational risk that can damage shareholder value.

05 For Against STOCKHOLDER PROPOSAL 3 - SEEKING TO ADDRESS HEALTH HAZARDS FOR AFRICAN AMERICANS ASSOCIATED WITH SMOKING MENTHOL CIGARETTES

CommentsThis shareholder proposal asks the Company to undertake a campaign aimed at African Americans that informs them of the health hazard associated with smoking "light" and "ultra light" menthol cigarettes. According to the proponent menthol cigarettes are favored by more than 70% of African American smokers and nine out ten African American youth prefer this type of cigarette. A vote is cast for this proposal because it is in the best interest of shareholders for the Company to head off future bad publicity and possible legal action.

06 For Against STOCKHOLDER PROPOSAL 4 - SEEKING TO EXTEND NEW YORK FIRE-SAFE PRODUCTS GLOBALLY

CommentsThis shareholder proposal asks the Board to voluntarily establish New York's cigarette fire safety regulatory criteria as the standard for all the cigarettes that are produced by the Company within six months of the Company's annual meeting. In June 2004 New York State compelled major tobacco companies to replace their cigarettes



with new "fire safety" versions designed to extinguish themselves more quickly than conventional cigarettes. Vermont and California have since adopted standards for reduced cigarette ignition propensity, each of which requires a certain level of minimum performance as assessed by the New York standard. The proponent also pointed out that other groups such as the American Lung Association and The American Cancer Society have asked the Company to commit to adopting the New York standard for all cigarettes they produce in the U.S., Puerto Rico, and U.S. protectorates. The Company agrees that steps should be taken to reduce the number of fires caused by carelessly handled cigarettes. Therefore, it should recognize the growing public concern on this issue and produce the same "fire safe" cigarette for sale everywhere and reap the public opinion benefit of being an industry leader on this issue. A vote is cast in favor.

07 For Against STOCKHOLDER PROPOSAL 5 - REQUESTING ADOPTION OF ANIMAL WELFARE POLICY

CommentsThis shareholder proposal asks the Company to adopt an Animal Welfare Policy which: 1) reduces, refines, and replaces its use of animals in research and testing, and 2) ensures superior standards of care for animals in research and testing, 3) ensures superior standards of care for animals by the Company and all independently retained laboratories, and 4) post the policy online and issue an annual report on the extent to which in-house and contract laboratories are adhering to the policy. The Company states it is committed to humane treatment of laboratory animals in all research conducted by or for the Company and follows the principles employed at many research facilities and major consumer product companies, as well as the U.S. Dept. of Agriculture's principles on the regulation of animal welfare. Therefore, the Company should have no objection to supporting this proposal - a vote is cast in favor.

08 Against Against STOCKHOLDER PROPOSAL 6 - REQUESTING SUPPORT FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO

CommentsThis shareholder proposal asks the Company to make a public policy commitment to support legislation at all levels which: 1) ban smoking in public places, 2) increase taxes on tobacco, and 3) repeal existing state preemption laws limiting local smoke free air ordinances. The Company argues persuasively that it would be in the best interests of shareholders for government, businesses and the public to make their own decisions on these issues. A vote is cost against.

09 For Against STOCKHOLDER PROPOSAL 7 - SEEKING TO FACILITATE MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE

CommentsThis shareholder proposal asks the Company to refrain from hindering second hand smoke (SHS) reporting on Medicare and other medical forms. There is a medical diagnostic code to determine SHS exposure in patients but the Company has lobbied to hinder that reporting in the past because it would provide an incentive for people to claim illnesses related to SHS and it would directly link SHS to national health costs. The Company now acknowledges on its website the dangers of SHS and it said it does not intend to do such lobbying in the future. A vote is cast in favor of this proposal because of the Company's admission of SHS dangers and its decision not to lobby against future medical diagnostic code reporting.


1000798.1 12909-0103 1,300 1,300 03/23/2006 04/14/2006 04/15/2006



AMBAC FINANCIAL GROUP, INC. Ticker: ABK Annual Meeting Date: 05/02/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFY SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2006.



1000798.1 12909-0108 100 100 03/31/2006 04/19/2006 04/20/2006



AMERICAN ELECTRIC POWER COMPANY, INC Ticker: AEP Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.



1000798.1 12909-0101 300 300 03/15/2006 04/06/2006 04/07/2006



AMERICAN EXPRESS COMPANY Ticker: AXP Annual Meeting Date: 04/24/2006




SEDOL:



01 For DIRECTOR

For D.F. AKERSONFor C. BARSHEFSKYFor U.M. BURNSFor K.I. CHENAULTFor P. CHERNINFor P.R. DOLAN

Withheld V.E. JORDAN, JR.For J. LESCHLYFor R.A. MCGINNFor E.D. MILLERFor F.P. POPOFFFor R.D. WALTER


02 Against For THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2006.


03 For Against A SHAREHOLDER PROPOSAL RELATING TO STOCK OPTIONS.

CommentsThis shareholder proposal asks the Board to take the necessary steps to : 1) grant no future new stock options awards to anyone and 2) no repricing of current stock options or renewal (unless there is a contract to do so). A vote is cast for this proposal because the repricing of underwater options held by senior executives is not fair to the ordinary shareholder who has to live with the downturn in the Company's share price.

04 For Against A SHAREHOLDER PROPOSAL RELATING TO MAJORITY VOTING FOR DIRECTORS.

PoliciesThis shareholder proposal requests the Board to amend its corporate documents to provide nominees for the Board must receive the vote of a majority of shares cast at an annual meeting of shareholders in order to be elected. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns that are now just symbolic protest votes waged against incumbent directors who shareholders feel are not responsive. A vote is cast in favor.

05 Against Against A SHAREHOLDER PROPOSAL RELATING TO THE COMPANY S EMPLOYMENT POLICIES.



CommentsThis shareholder proposal asks the Company to explore ways to formulate an equal opportunity policy which does not make reference to any matters related to sexual interests, activities, or orientation. A vote is cast against this proposal because amending the Company's equal employment opportunity policy to exclude reference to sexual interest, activities or orientation would put the Company at risk of being in violation of laws in numerous states and cities in which the Company does business.

06 For Against A SHAREHOLDER PROPOSAL RELATING TO REIMBURSEMENT OF EXPENSES FOR CERTAIN SHAREHOLDER-NOMINATED DIRECTOR CANDIDATES.

PoliciesThis shareholder proposal asks the Board to amend the Company's bylaws to provide for reimbursement of expenses incurred by stockholders in "short slate" contested election of directors (dissidents seek representation, not control). Successful dissidents would be fully reimbursed and some losers could receive partial reimbursement. A vote is cast in favor, because proxy contests are rare due to high cost and they are an important mechanism for shareholders to influence the election of directors.


1000798.1 12909-0109 700 700 03/23/2006 04/05/2006 04/05/2006



AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Annual Meeting Date: 05/17/2006




SEDOL:





02 For For RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS AIG S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 Against For ADOPTION OF AN EXECUTIVE INCENTIVE PLAN.

PoliciesThis proposal seeks to establish a bonus plan for key executives, awards for which can be made in cash or stock. The plan does not specify performance standards on which to base the bonus which makes it impossible to judge the validity of the plan. A vote is cast against.


1000798.1 12909-0107 1,600 1,600 04/11/2006 05/04/2006 05/05/2006



AMERIPRISE FINANCIAL, INC. Ticker: AMP Annual Meeting Date: 04/26/2006

Issuer: 03076C City: Holdings Reconciliation Date: 02/28/2006



SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO RATIFY THE AUDIT COMMITTEE S SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2006.



1000798.1 12909-0106 140 140 03/18/2006 04/12/2006 04/13/2006



AMGEN INC. Ticker: AMGN Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2006.


3A For Against STOCKHOLDER PROPOSAL #1 (STOCK RETENTION GUIDELINES).

PoliciesThis proposal asks the Board to adopt a policy requiring that senior executives retain a significant percentage of shares (not lower than 75%) acquired through equity compensation programs. Requiring senior executives to hold a significant portion of shares obtained through compensation plans would focus the executives attention on the Company's long-term success and would help align their interest with those of shareholders. A vote is cast in favor.

3B For Against STOCKHOLDER PROPOSAL #2 (EXECUTIVE COMPENSATION).

CommentsThis shareholder proposal asks the Board to undertake a special executive compensation review and provide a summary report to investors by summer 2006. The proponents ask that the review and report include: 1) a rationale for the compensation packages for top executives; 2) how or if executive compensation is compared to the pay package of the average worker; 3) how social and environmental performance is integrated into the formula for executive compensation and whether the company's employee downsizing or outsourcing is considered; 4) an evaluation of whether the top executive compensation packages are excessive and should be modified, and; 5) a summary description of opposition registered by stakeholders to the compensation package. The Board said its current compensation practices are consistent with the spirit of the proponent's request.Therefore, it should have no objection to providing a report that will allow shareholders to determine if executive compensation is reasonable in comparison to the Company's financial, social, and environmental performance. A vote is cast in favor of this proposal.

3C For Against STOCKHOLDER PROPOSAL #3 (SHAREHOLDER RIGHTS PLANS).

PoliciesThis proposal requests the company to redeem its poison pill, which can be used to discourage takeovers that may be hostile to incumbent key executives but beneficial to shareholders. Therefore, a vote is cast in favor of the proposal.

3D For Against STOCKHOLDER PROPOSAL #4 (ANIMAL WELFARE POLICY).

CommentsThis shareholder proposal asks the Company to adopt an Animal Welfare Policy which:



1) reduces, refines, and replaces its use of animals in research and testing, and 2) ensures superior standards of care for animals in research and testing, 3) ensures superior standards of care for animals by the Company and all independently retained laboratories, and 4) post the policy online and issue an annual report on the extent to which in-house and contract laboratories are adhering to the policy. The Company states its practices regarding laboratory animal use meet or exceed all legal and regulatory requirements for the humane treatment and care for laboratory animals and only uses testing laboratories specially accredited for humane animal use by the Accreditation of Laboratory Animal Care International. Therefore, a vote is cast in favor.

3E For Against STOCKHOLDER PROPOSAL #5 (MAJORITY ELECTIONS).


3F For For STOCKHOLDER PROPOSAL #6 (CORPORATE POLITICAL CONTRIBUTIONS).

PoliciesThis shareholder proposal asks the Company to disclose the date and amount of money given to political campaigns, parties, referendums or citizens initiatives in the prior year. This information is available in various public records scattered throughout different states but is not readily and easily available in total to shareholders. A vote is cast for this proposal because it would provide useful information regarding the Company's political contributions.


1000798.1 12909-0100 776 776 03/23/2006 04/28/2006 04/28/2006



AMVESCAP PLC Ticker: AVZ Annual Meeting Date: 04/27/2006

Issuer: 03235E City: Holdings Reconciliation Date: 03/21/2006



SEDOL:



01 For For TO RECEIVE AND ADOPT THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON.

CommentsThe acceptance of financial statements and statutory reports is a routine, bookkeeping matter that does not materially affect shareholders. No objection has been made. A vote is cast in favor.

02 For For TO RECEIVE AND ADOPT THE REPORT OF THE BOARD ON REMUNERATION.


03 For For TO DECLARE A FINAL DIVIDEND.

CommentsThis proposal seeks approval of the company's allocation of dividends. The allocation of dividends is normally in the best interests of shareholders and no objection has been made. A vote is cast in favor.

04 Against For TO ELECT MARTIN L. FLANAGAN AS A DIRECTOR OF THE COMPANY.

CommentsIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company). It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here there is not a two-thirds majority of outsiders. Therefore, a vote is cast in favor of the outsiders and withheld from the insiders.

05 For For TO ELECT J THOMAS PRESBY AS A DIRECTOR OF THE COMPANY.


06 Abstain For TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION.

CommentsNo information has been given concerning auditor remuneration, thus a vote is cast to abstain.

07 For For TO AUTHORIZE THE DIRECTORS TO ALLOT SHARES PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985.

CommentsThis seeks to issue securities with preemptive rights (i.e., first refusal of pro-rata share). The preemption provision protects a shareholders percentage of current equity. The number of shares involved is not excessive. A vote in favor is cast.

08 For For TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985. (SPECIAL RESOLUTION).

CommentsThis seeks to issue securities without preemptive rights (i.e., first refusal of



pro-rata share). This concept is expensive, cumbersome and, in view of modern trading practices, unnecessary. The shares involved are not excessive. A yes vote is cast.

09 Against For TO RENEW THE COMPANY S AUTHORITY TO MAKE MARKET PURCHASES OF ITS OWN ORDINARY SHARES (SPECIAL RESOLUTION).

CommentsApproval is sought for the repurchase up to 10% of Company shares. That would be an excessive amount if the repurchased shares are used for poorly designed compensation plans. A vote is cast against.

10 For For TO APPROVE THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION (SPECIAL RESOLUTION).

CommentsThis proposal seeks approval to declare and pay future dividends in U.S. dollars. The proposal has no adverse effect on shareholders best interests. Therefore, a vote is cast in favor of the proposal.


1000798.1 12909-0100 250 250 03/28/2006 04/19/2006 04/19/2006



ANADARKO PETROLEUM CORPORATION Ticker: APC Annual Meeting Date: 05/11/2006




SEDOL:




PoliciesThis company has underperformed its peer group for the past five years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 Against For APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

PoliciesThe company seeks to increase the number of common shares authorized to effecuate a stock split. Splits are normally in the best interests of shareholders, but this request seeks more shares than are justified for the split. A vote is cast against.

03 Against For RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR.



1000798.1 12909-0107 200 200 03/31/2006 04/30/2006 05/01/2006



ANALOG DEVICES, INC. Ticker: ADI Annual Meeting Date: 03/14/2006




SEDOL:



01 For DIRECTOR

Withheld JAMES A. CHAMPYFor KENTON J. SICCHITANOFor LESTER C. THUROW

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees. A vote is cast to withhold authority for the insider nominees who serve on those committees. Since there is a two-thirds majority of independent outsiders on the entire board, a vote is cast in favor of all other nominees.

02 Against For TO APPROVE THE COMPANY S 2006 STOCK INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 25% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the stock option plan.

03 Against For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 28, 2006.


04 For Against SHAREHOLDER PROPOSAL TO INITIATE THE APPROPRIATE PROCESS TO AMEND THE COMPANY S GOVERNANCE DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS) TO PROVIDE THAT DIRECTOR NOMINEES SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE MAJORITY OF VOTES CAST AT AN ANNUAL MEETING OF SHAREHOLDERS.





1000798.1 12909-0105 300 300 02/09/2006 02/24/2006 02/25/2006



ANHEUSER-BUSCH COMPANIES, INC. Ticker: BUD Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 For For AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION

PoliciesThis proposal declassifies the board, which means that all directors would be elected annually instead of different classes being elected for staggered terms. This enhances the accountability of directors. A vote is cast in favor.

03 Against For APPROVAL OF 2006 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

PoliciesThis proposal establishes a stock plan for outside directors. Stock is granted without regard to company performance or director attendance. That is not in the best interests of shareholders. A vote is cast against.

04 Against For APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



1000798.1 12909-0103 500 500 03/09/2006 04/11/2006 04/11/2006



APACHE CORPORATION Ticker: APA Annual Meeting Date: 05/04/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVAL OF 50,000 ADDITIONAL SHARES AUTHORIZED FOR THE NON-EMPLOYEE DIRECTORS COMPENSATION PLAN.

PoliciesThis proposal adds shares to an existing stock plan for outside directors. The directors are not paid a competitive cash compensation. This plan makes their compensation fairer. A vote is cast in favor of the proposal.


1000798.1 12909-0105 210 210 03/31/2006 04/22/2006 04/24/2006



APPLE COMPUTER, INC. Ticker: AAPL Annual Meeting Date: 04/27/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2006.


03 For Against TO CONSIDER A SHAREHOLDER PROPOSAL IF PROPERLY PRESENTED AT THE MEETING.

CommentsThis shareholder proposal asks the Board to prepare a report which would study ways to improve its computer recycling programs. According to the proponent: 1) electronic waste is growing rapidly in the U.S. and that only 11% of discarded computers were recycled, and 2) the Company has created a disincentive for its customers to recycle and has lobbied against legislation asking computer producers to take more responsibility for most of the cost of recycling. A vote is cast for this proposal because it would allow shareholder to evaluate the Company's environmental friendliness and identify future financial and legal risks.


1000798.1 12909-0100 500 500 03/11/2006 04/12/2006 04/13/2006



APPLIED MATERIALS, INC. Ticker: AMAT Annual Meeting Date: 03/22/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED MATERIALS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2006.



1000798.1 12909-0105 1,000 1,000 02/23/2006 03/10/2006 03/11/2006



ARCH COAL, INC. Ticker: ACI Annual Meeting Date: 04/27/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES.

PoliciesThe company seeks to increase the number of common shares authorized. The company cites no specific reason for the increase and the amount requested is in excess of 50% of the amount currently available. For those reasons, a vote against is cast.


1000798.1 12909-0100 200 200 03/25/2006 04/10/2006 04/11/2006



ARVINMERITOR, INC. Ticker: ARM Annual Meeting Date: 01/31/2006




SEDOL:




CommentsA vote is cast to withhold on all nominees due to poor performance in comparison to its peer group. Based on total return to shareholders on a $100 investment, the Company has underperformed its peer group by 90%.

02 Against For THE SELECTION OF AUDITORS



1000798.1 12909-0101 250 250 12/17/2005 01/13/2006 01/13/2006



AT&T INC. Ticker: T Annual Meeting Date: 04/28/2006

Issuer: 00206R City: Holdings Reconciliation Date: 03/01/2006



SEDOL:





02 Against For APPROVE APPOINTMENT OF INDEPENDENT AUDITORS


03 Against For APPROVE 2006 INCENTIVE PLAN


04 For For APPROVE AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

CommentsThis proposal asks shareholders to approve the deletion of language from Article Seven of the Company's Certificate of Incorporation which now provides that certain provisions of the Bylaws of the Company may not be amended except upon the affirmation vote of two-thirds of the outstanding shares of the Company. Supermajority vote requirements are not in the best interests of shareholders therefore, a vote is cast in favor of this proposal.

05 For Against STOCKHOLDER PROPOSAL A


06 For Against STOCKHOLDER PROPOSAL B

Comments



This proposal seeks to separate the offices of chairman of the board and chief executive officer. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions. A vote is cast in favor.

07 For Against STOCKHOLDER PROPOSAL C

CommentsThis shareholder proposal requests that the compensation committee undertake a special executive compensation review and provide a summary report to investors. The proponent asks that the report address the following: the rationale for the compensation packages for top executives; how or if executive compensation is compared to the pay package of the average employee; how social and environmental performance is integrated into the formula for executive compensation; an evaluation of whether top executive compensation packages are excessive and should be modified; and a summary description of opposition registered by stakeholders to the compensation package. In recent years, SBC has underperformed its peers. A $100 investment on Dec. 31, 2000 in AT&T common stock was worth $64 at the end of fiscal 2005, compared with $103 for the same investment in the S&P 500 index and $75 for a peer group of other large U.S. telecommunications companies. Despite this lagging performance, CEO Edward Whitacre Jr.'s compensation for the past fiscal year was approximately $17.0 million, which is $2.4 million above his compensation in the previous year. It is reasonable that the company prepare a report explaining its compensation packages, addressing the various factors requested by the proponent. The report would provide shareholders with useful information. A vote is cast in favor.

08 For Against STOCKHOLDER PROPOSAL D

CommentsThis shareholder proposal requests that future compensation packages for non-employee directors be approved by shareholders and that every benefit and perquisite for the non-employee directors that involves an expenditure or use of company assets be identified. The current annualized value of compensation received by a Company outside director is estimated to be $206,600 and each non-employee director also receives an annual award of deferred stock units equal in value to 150 percent of the annual retainer ($97,000 for 2005). Given that over the past five years the Company has lost nearly $36 on a $100 investment and underperformed both its peer group and broad market index, it is understandable why the proponent seeks shareholder approval of future compensation packages for non-employee directors. A vote is cast in favor.

09 For Against STOCKHOLDER PROPOSAL E

PoliciesThis proposal would require that golden parachutes (lucrative severance packages for key executives who are terminated) be approved by shareholders. Such packages can be excessive and unjustified. Shareholders should vote on them. A yes vote is cast.

10 For Against STOCKHOLDER PROPOSAL F

CommentsThis shareholder proposal asks the Board to institute simple majority voting on each issue subject to shareholder vote. It is in the best interests of shareholders for a majority vote to suffice rather than a super majority vote requirement. A vote is cast in favor.


1000798.1 12909-0102 2,520 2,520 03/14/2006 04/15/2006 04/16/2006



AT&T INC. Ticker: T Special Meeting Date: 07/21/2006




SEDOL:



01 For For APPROVE ISSUANCE OF AT&T COMMON SHARES REQUIRED TO BE ISSUED PURSUANT TO THE MERGER AGREEMENT, DATED AS OF MARCH 4, 2006, BY AND AMONG BELLSOUTH CORPORATION, AT&T INC. AND ABC CONSOLIDATION CORP., AS IT MAY BE AMENDED.

CommentsThis proposal seeks shareholder approval of the Company acquiring BellSouth Corp.The Company and BellSouth are in the telecommunications services business.The Board recommends shareholder approval because: 1) 100% ownership of Cingular Wireless will increase the Company's investment in the fast growing wireless business, which should help facilitate future revenue growth, 2) expected cost savings, revenue improvement, and capital savings with a value of approximately $18 billion and 3) integration of the IP networks of the Company, BellSouth, and Cingular will permit the Company to offer more quickly voice, data, and video products that it expects customers to increasingly demand in the future. Per the terms of the acquisition, each common share of BellSouth will receive 1.325 shares of Company common stock, which represents a premium of 17.9% based on the closing prices of the shares on the last day of trading before the transaction was announced (18.9%premium over the average closing price for the five days from the 60th day before announcement). An opinion has been issued by Lehman Brothers Inc. that the terms are fair to the Company's shareholders. For those reasons, a vote is cast in favor of the proposal.


1000798.1 12909-0102 2,520 2,520 06/08/2006 07/10/2006 07/11/2006



AVON PRODUCTS, INC. Ticker: AVP Annual Meeting Date: 05/04/2006




SEDOL:



01 For DIRECTOR

Withheld W. DON CORNWELLFor EDWARD T. FOGARTYFor STANLEY C. GAULTFor FRED HASSANFor ANDREA JUNGFor MARIA ELENA LAGOMASINO

Withheld ANN S. MOOREFor PAUL S. PRESSLERFor PAULA STERNFor LAWRENCE A. WEINBACH


02 For For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against RESOLUTION REGARDING DIRECTOR ELECTION BY MAJORITY VOTE


04 For Against RESOLUTION REGARDING REPORT ON BREAST CANCER FUNDRAISING AND GRANT DISTRIBUTION

CommentsThis shareholder proposal asks the Board to report annually on: 1) the total contributions of the Company to the Avon Foundation, 2) fundraising and administrative costs of the Avon-2 Day Walk for Breast Cancer, 3) criteria for awarding research grants, 3) geographical distribution of grants, 4) description of the purpose of each research grant awarded, and 5) description of the mission, function, and qualifications for serving on the Avon Foundation's community advisory board. The proponent said the Company has been criticized by the media for a lack of transparency and accountability in key aspects of its fundraising (how much money is raised in each city were walks are held and the grants awarded in those cities) and grant making (information about research grants - scientific question addressed, purpose, duration, and the scientists



involved). The Board said information on individual walks is not required to be disclosed and it has a website which provides extensive information on its medical research grants. A vote is cast for this proposal because it is in the best interest of shareholders to have an annual report that comprehensively presents the requested information in a transparent and accountable manner.

05 For Against RESOLUTION REGARDING BENCHMARKING OF INCENTIVE COMPENSATION GOALS AGAINST PEER GROUP PERFORMANCE


06 For Against RESOLUTION REGARDING TOXICS POLICY REPORT

CommentsThis shareholder proposal requests the Board to prepare a report on the Company's policy of using safer substitutes for chemicals that are known or suspected carcinogens. The report would include: 1) an inventory of chemicals that are known or suspected carcinogens, 2) a plan for identifying safer substitutes, 3) procedures for ongoing reviews of toxicity information and 4) how the Company ensures its policies are implemented. The Company said it is committed to selling only safe products and its present chemical assessment program, reviews of new toxicity information, and monitoring activities meets the requirements of the proponent's proposal. Therefore, they should have no objection to issuing a public report that will allow the Company to check the efficiency of its own procedures and to alleviate consumer concerns about preventing cancer and other health disorders and enhance its reputation among health conscious consumers. A vote is cast in favor.


1000798.1 12909-0102 300 300 04/04/2006 04/23/2006 04/24/2006



BAKER HUGHES INCORPORATED Ticker: BHI Annual Meeting Date: 04/27/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT AUDITOR FOR FISCAL YEAR 2006.


03 Against For PROPOSAL TO APPROVE PERFORMANCE CRITERIA FOR AWARDS UNDER THE ANNUAL INCENTIVE COMPENSATION PLAN.

CommentsThis proposal asks shareholders to approve the criteria used in the Company's cash/stock bonus plan. A vote is cast against this proposal because the plan is flawed because it does not disclose specific performance goals upon which awards are based.

04 For Against STOCKHOLDER PROPOSAL NO. 1 REGARDING VOTING UNDER THE COMPANY S DELAWARE CHARTER.

CommentsThis shareholder proposal asks the Board to institute simple majority voting on each issue subject to shareholder vote. It is in the best interests of shareholders for a majority vote to suffice rather than a super majority vote requirement. A vote is cast in favor.


1000798.1 12909-0107 200 200 03/16/2006 04/11/2006 04/12/2006



BANK OF AMERICA CORPORATION Ticker: BAC Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 Against For ADOPT AN AMENDMENT TO THE 2003 KEY ASSOCIATE STOCK PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the amendment.

04 Against Against STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS

PoliciesThis shareholder proposal requests the Company to print in general circulation newspapers the amount of money being spent for political purposes and specify what political causes the Company seeks to promote with those funds. The Board responded that it is compliance with campaign disclosure laws and this proposal would be an unnecessary duplication and expense. A vote is cast against this proposal.

05 For Against STOCKHOLDER PROPOSAL- MAJORITY VOTING IN DIRECTOR ELECTIONS


06 For Against STOCKHOLDER PROPOSAL- INDEPENDENT BOARD CHAIRMAN

Policies



This proposal seeks to separate the offices of chairman of the board and chief executive officer. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions. A vote is cast in favor.

07 Against Against STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT OPPORTUNITY POLICY

PoliciesThis shareholder proposal asks the Company to adopt/amend an equal opportunity policy which does not make reference to sexual orientation. A vote is cast against this proposal because it is important for the company to be able to attract and hire the best employees and ensure the best possible work environment. Adoption of this proposal could also put the company in violation of laws of cities and states in which the company does business.


1000798.1 12909-0104 2,901 2,901 03/22/2006 04/11/2006 04/11/2006



BAXTER INTERNATIONAL INC. Ticker: BAX Annual Meeting Date: 05/09/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For For PROPOSAL TO AMEND ARTICLE SIXTH OF THE RESTATED CERTIFICATE OF INCORPORATION ELIMINATING THE CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS


04 For For PROPOSAL TO AMEND ARTICLE FIFTH OF THE RESTATED CERTIFICATE OF INCORPORATION REDUCING THE MINIMUM AND MAXIMUM NUMBER OF DIRECTORS

PoliciesThis proposal seeks to change the size of the board. The change does not affect the board having a two-thirds majority of independent outside directors and is appropriate for the size of the company. A vote is cast in favor.

05 For Against PROPOSAL RELATING TO THE REDEMPTION OF THE SHAREHOLDER RIGHTS PLAN



1000798.1 12909-0109 400 400 03/23/2006 04/27/2006 04/27/2006



BB&T CORPORATION Ticker: BBT Annual Meeting Date: 04/25/2006




SEDOL:



01 For For TO APPROVE AN AMENDMENT TO ARTICLE III, SECTION 2 OF BB&T CORPORATION S BYLAWS TO ELIMINATE THE CLASSIFIED BOARD.


02 For For TO APPROVE AN AMENDMENT TO ARTICLE III, SECTION 2 OF BB&T CORPORATION S BYLAWS TO ELIMINATE THE NATIONAL BANK DIRECTOR QUALIFICATION STANDARD.

CommentsThis proposal asks shareholders to approve an amendment to the Company's bylaws to eliminate the requirement that the Company's directors must possess the qualifications required for national bank directors under federal law. Several provisions in the Corporation's current bylaws were adopted in 1984 by the shareholders of Southern National Corporation, a merger predecessor of the Company. The Company states that this bylaw requirement is no longer appropriate for or applicable to the Company, as it is a bank holding company and not a national bank. A vote is cast in favor.

03 For DIRECTOR

Withheld JENNIFER S. BANNERWithheld NELLE R. CHILTON

For L. VINCENT HACKLEY, PHDFor JANE P. HELMFor JAMES H. MAYNARDFor E. RHONE SASSER


04 Against For TO RE-APPROVE THE BB&T CORPORATION S SHORT-TERM INCENTIVE PLAN FOR FEDERAL TAX PURPOSES.


05 Against For TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS BB&T S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.





1000798.1 12909-0107 400 400 03/22/2006 04/16/2006 04/16/2006



BEAZER HOMES USA, INC. Ticker: BZH Annual Meeting Date: 02/01/2006

Issuer: 07556Q City: Holdings Reconciliation Date: 12/05/2005



SEDOL:



01 For For DIRECTOR


02 Against For PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2006.



1000798.1 12909-0105 300 300 01/03/2006 01/20/2006 01/21/2006



BECTON, DICKINSON AND COMPANY Ticker: BDX Annual Meeting Date: 01/31/2006




SEDOL:



01 For DIRECTOR

Withheld EDWARD J. LUDWIGFor WILLARD J. OVERLOCK, JRFor BERTRAM L. SCOTT


02 Against For RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against ENVIRONMENTAL REPORT

CommentsThis shareholder proposal asks the Company to prepare a report which would: 1) evaluate the Company's policies on Brominated Flame Retardants (BFRS) and other toxic chemicals, 2) the status of these chemicals in Company products, and 3) a plan to revise policies and practices and to phase out these chemicals. According to the proponent the Company's health care products contain BFRS which can impair brain development and the Company does not have a specific policy to eliminate this chemical from its products. Five U.S. states and the European Union have already committed to phasing out certain BFRS in their jurisdictions. A vote is cast for this proposal because the report would help shareholders evaluate the risk BFRS posed to the Company's future business and would be consistent with the Company's commitment to an ongoing review of its materials and to the manufacturing safe medical products.

04 For Against CUMULATIVE VOTING



1000798.1 12909-0109 200 200 12/22/2005 01/13/2006 01/13/2006



BED BATH & BEYOND INC. Ticker: BBBY Annual Meeting Date: 06/29/2006




SEDOL:



01 For DIRECTOR

Withheld STEVEN H. TEMARESWithheld KLAUS EPPLER

For FRAN STOLLER


02 For For RATIFICATION OF THE APPOINTMENT OF KPMG LLP.


03 For Against SHAREHOLDER PROPOSAL; BOARD DIVERSITY REPORT.

PoliciesThis proposal seeks to add qualified women and minorities to the board. This board would benefit from some diversity of opinions and experience. A vote is cast in favor of the proposal.

04 For Against SHAREHOLDER PROPOSAL; FOREIGN WORKPLACE MONITORING.


05 For Against SHAREHOLDER PROPOSAL; ENERGY EFFICIENCY REPORT.

CommentsThis shareholder proposal wants the Company to prepare a report which assesses its response to regulatory, competitive, and public pressure to increase energy efficiency. The proponent pointed out that residential and commercial buildings account for approximately 40% of energy and 70% of electricity consumed in the U.S. each year and that several retailers have recognized that energy efficient building considerations are becoming increasingly important. A vote is cast for this proposal because concerns about rising energy prices, climate change and energy security continue to increase and this report will provide shareholders with the necessary information to evaluate the competitive, reputational, and regulatory risks the Company may encounter. Also, the Company said it is focused on energy efficiency and committed to reducing expense therefore, it should have no objection to supporting this proposal.

06 For For AMEND CERTIFICATE OF INCORPORATION; REGARDING ELECTION



OF DIRECTORS.



1000798.1 12909-0100 200 200 05/27/2006 06/21/2006 06/22/2006



BELLSOUTH CORPORATION Ticker: BLS Annual Meeting Date: 04/24/2006




SEDOL:



01 For DIRECTOR

Withheld F.D. ACKERMANWithheld R.V. ANDERSONWithheld J.H. BLANCHARDWithheld J.H. BROWNWithheld A.M. CODINAWithheld M.L. FEIDLER

For K.F. FELDSTEINFor J.P. KELLYFor L.F. MULLINFor R.B. SMITH

Withheld W.S. STAVROPOULOS

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here there is not a two-thirds majority of outsiders. Therefore, a vote is cast in favor of the outsiders and withheld from the insiders.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 For For RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL CONTRIBUTIONS



1000798.1 12909-0102 1,100 1,100 03/17/2006 04/05/2006 04/05/2006



BELLSOUTH CORPORATION Ticker: BLS Special Meeting Date: 07/21/2006




SEDOL:



01 For For APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 4, 2006, AS AMENDED, AMONG BELLSOUTH, AT&T INC. AND A WHOLLY-OWNED SUBSIDIARY OF AT&T INC.

CommentsThis proposal seeks shareholder approval of the Company being acquired by AT&T Inc. The Company and AT&T are in the telecommunications business. The Board recommends shareholder approval because: 1) the premium to be received by shareholders, 2) Company shareholders will hold approximately 38% of the combined company and will have an opportunity to share in the future growth and expected synergies of the combination, 3) the simplification of the ownership of Cingular Wireless, and 4) the anticipated improved capabilities and competitiveness of the combined company as compared to remaining a stand alone entity. Per the terms of the merger, each share of Company common stock will receive 1.325 shares of AT&T common stock, which represents a premium of 17.9% based on the closing prices of the shares on the last day of trading before the transaction was announced (18.9% premium over the average closing price for the five days from the 60th day before announcement). An opinion has been issued by Citigroup Global Markets that the terms are fair to the Company's shareholders. For those reasons, a vote is cast in favor of the proposal.


1000798.1 12909-0102 1,100 1,100 06/07/2006 07/10/2006 07/11/2006



BEST BUY CO., INC. Ticker: BBY Annual Meeting Date: 06/21/2006




SEDOL:



01 For DIRECTOR

Withheld BRADBURY H. ANDERSONFor KATHY J. HIGGINS VICTOR

Withheld ALLEN U. LENZMEIERFor FRANK D. TRESTMAN


02 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.



1000798.1 12909-0101 300 300 05/20/2006 06/12/2006 06/13/2006



BIOGEN IDEC INC. Ticker: Annual Meeting Date: 05/25/2006

Issuer: 09062X City: Holdings Reconciliation Date: 03/31/2006



SEDOL:





02 Against For TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 Against For TO APPROVE OUR 2006 NON-EMPLOYEE DIRECTORS EQUITY PLAN.



1000798.1 12909-0103 215 215 04/22/2006 05/15/2006 05/15/2006



BLACK HILLS CORPORATION Ticker: BKH Annual Meeting Date: 05/24/2006




SEDOL:





02 Against For RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS BLACK HILLS CORPORATION S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0109 200 200 04/19/2006 05/14/2006 05/15/2006



BOSTON SCIENTIFIC CORPORATION Ticker: BSX Special Meeting Date: 03/31/2006




SEDOL:



01 For For TO ADOPT AN AMENDMENT TO THE COMPANY S SECOND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY FROM 1,200,000,000 TO 2,000,000,000.

CommentsThis proposal seeks shareholder approval of the Company acquiring Guidant Corp. Both companies are in the business of manufacturing medical devices(Boston Scientific makes stents to prop open clogged arteries and Guidant produces defibrillators and pacemakers). The Board recommends shareholder approval because the merger will:1) create an opportunity to further diversify and expand the growth markets the two companies serve, 2) give the combined company a leading position in the high growth area of cardiac rhythm management,3) allow the combined company to become a market leader in the sales of cardiovascular devices, and 4) provide a more diversified and strong cash flow to allow the combined company to service the debt incurred in connection with the transaction. Per the terms of the acquisition, each share of Guidant common stock will receive the equivalent of $38.00 in Company common stock and $42.00 in cash which represents a premium of 4.0% based on the closing prices of the shares on the last day trading before the transaction was announced (30 % premium over the average closing price for the five days from the preceding 60th day before announcement). An opinion has been issued by Merrill Lynch and Bear Stearns that the terms are fair to the Company's shareholders. Also, one of our client's investment managers recommends this transaction. For those reasons, a vote is cast in favor of the proposal.

02 Against For TO APPROVE OF THE ISSUANCE OF SHARES OF COMMON STOCK OF THE COMPANY TO THE SHAREHOLDERS OF GUIDANT CORPORATION PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, DATED AS OF JANUARY 25, 2006, BETWEEN THE COMPANY, GALAXY MERGER SUB, INC. AND GUIDANT CORPORATION.

CommentsThis proposal asks shareholders to approve an amendment to the Company's Certificate of Incorporation which would increase the number of authorized shares from 1.2 billion to 2.0 billion. A vote is cast against this proposal because the amount is more than 50% of the authorized amount and is excessive in terms of the number of shares needed to complete the transaction described in proposal number one.


1000798.1 12909-0107 500 500 03/09/2006 03/20/2006 03/21/2006



BOSTON SCIENTIFIC CORPORATION Ticker: BSX Annual Meeting Date: 05/09/2006




SEDOL:



01 For For DIRECTOR


02A For For ELECTION OF DIRECTOR: NANCY-ANN DEPARLE

PoliciesIn voting on nominees for the board of trustees, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders on the board to supervise management. There is such a majority here. A vote is cast for the nominee.

02B For For ELECTION OF DIRECTOR: KRISTINA M. JOHNSON, PH.D.

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders on the board to supervise management. There is such a majority here. A vote is cast for the nominee.

03 Against For RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.


04 For For TO APPROVE THE BOSTON SCIENTIFIC CORPORATION 2006 GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN.



1000798.1 12909-0107 500 500 04/12/2006 04/25/2006 04/26/2006



BP P.L.C. Ticker: BP Annual Meeting Date: 04/20/2006




SEDOL:



01 For For TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS

PoliciesThe adoption of accounts for the past year is a routine, bookkeeping matter that does not materially affect shareholders. No objection has been made. A vote is cast in favor.

02 Against For TO APPROVE THE DIRECTORS REMUNERATION REPORT

CommentsThis proposal seeks shareholder advise on the Company's remuneration policy. The policy does contain some provisions that are materially adverse to shareholder interests (lack of independence on the remuneration committee). Therefore, a vote is cast against.

03 For DIRECTOR

Withheld DR D C ALLENWithheld LORD BROWNEWithheld MR J H BRYAN

For MR A BURGMANSWithheld MR I C CONNWithheld MR E B DAVIS, JR

For MR D J FLINTWithheld DR B E GROTEWithheld DR A B HAYWARD

For DR D S JULIUSFor SIR TOM MCKILLOP

Withheld MR J A MANZONIWithheld DR W E MASSEY

For SIR IAN PROSSERWithheld MR M H WILSONWithheld MR P D SUTHERLAND


04 Against For TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THE BOARD TO SET THEIR REMUNERATION


05 Against For SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY

CommentsApproval is sought for the repurchase up to 10% of Company shares. That would be



an excessive amount if the repurchased shares are used for poorly designed compensation plans. A vote is cast against.

06 For For TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED AMOUNT

CommentsThis seeks to issue securities with preemptive rights (i.e., first refusal of pro-rata share). The preemption provision protects a shareholders percentage of current equity. The number of shares involved is not excessive. A vote in favor is cast.

07 For For SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS

CommentsThis seeks to issue securities without preemptive rights (i.e., first refusal of pro-rata share). This concept is expensive, cumbersome and, in view of modern trading practices, unnecessary. The shares involved are not excessive. A yes vote is cast.


1000798.1 12909-0104 100 100 03/15/2006 03/28/2006 03/28/2006



BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Annual Meeting Date: 05/02/2006




SEDOL:





02 Against For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against EXECUTIVE COMPENSATION DISCLOSURE

PoliciesThis proposal calls for disclosing the salaries of key executives earning over $500,000 annually. This data is useful in evaluating stock option plans. A vote is cast in favor of the proposal.



05 For Against RECOUPMENT

PoliciesThis proposal asks the board to adopt a policy to review all bonuses and awards to senior executives when a restatement of the company's financial results occurs and to recoup any incentive-based compensation if specified performance targets were not actually achieved. A vote is cast for this proposal because incentive pay should be paid and retained only if the company legitimately achieves performance benchmarks that are set in advance.

06 For Against ANIMAL TREATMENT


07 Against Against TERM LIMITS



PoliciesThis proposal would limit director tenure. It is not in the best interests of shareholders to arbitrarily eliminate qualified, experienced directors. A vote is cast against.


1000798.1 12909-0108 1,200 1,200 03/24/2006 04/20/2006 04/20/2006



BROADCOM CORPORATION Ticker: BRCM Annual Meeting Date: 04/27/2006




SEDOL:





02 Against For TO APPROVE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO (I) INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 800,000,000 SHARES TO 2,500,000,000 SHARES, AND (II) ELIMINATE ALL STATEMENTS REFERRING TO SERIES A-E PREFERRED STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

PoliciesThe company seeks to increase the number of common shares authorized. The amount requested is in excess of 50% of the amount currently available. For those reasons, a vote against is cast.

03 Against For TO APPROVE AN AMENDMENT TO THE COMPANY S BYLAWS, AS PREVIOUSLY AMENDED AND RESTATED, TO INCREASE THE AUTHORIZED NUMBER OF DIRECTORS FROM A RANGE OF FIVE (5) TO NINE (9) TO A RANGE OF SIX (6) TO ELEVEN (11) DIRECTORS.

CommentsThis proposal asks the Board to increase the authorized number of directors from a range of five to nine to a range of six to eleven directors. Currently the Board has a two-thirds majority of outsiders and the addition of two other Board members could possibly change the ratio to a less than optimal mix of independents and insiders. Therefore, a vote is cast against this proposal.

04 For For TO APPROVE AN AMENDMENT AND RESTATEMENT OF BROADCOM S 1998 STOCK INCENTIVE PLAN, AS PREVIOUSLY AMENDED AND RESTATED, WHICH REVISES THE AUTOMATIC EQUITY GRANT PROGRAM IN EFFECT FOR NEW AND CONTINUING NON-EMPLOYEE BOARD MEMBERS AND MAKES CERTAIN TECHNICAL REVISIONS AND IMPROVEMENTS.

CommentsThis proposal asks shareholders to approve an amendment to the Company's 1998 Stock Incentive Plan. One of the changes would eliminate the initial stock awards to newly elected non-employee directors and renewal awards given every four years to continuing non-employee directors (an option to purchase 75,000 shares of Class A common stock and restricted stock units covering 25,002 shares of Class A common stock). The amendment would also reduce the annual awards of 11,250 shares of Class common stock to 10,000 shares while increasing the annual restricted stock unit award from 3,750 shares to 5,000. A vote is cast for this proposal because the elimination of the initial and renewal stock award grant makes a bad plan better.

05 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.





1000798.1 12909-0107 450 450 03/31/2006 04/13/2006 04/14/2006



BURLINGTON NORTHERN SANTA FE CORPORA Ticker: BNI Annual Meeting Date: 04/19/2006




SEDOL:



01 For DIRECTOR

Withheld A.L. BOECKMANNFor D.G. COOK

Withheld V.S. MARTINEZFor M.F. RACICOTFor R.S. ROBERTS

Withheld M.K. ROSEFor M.J. SHAPIROFor J.C. WATTS, JRFor R.H. WEST

Withheld J.S. WHISLERWithheld E.E. WHITACRE, JR.


02 For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR 2006 (ADVISORY VOTE).


03 Against For APPROVAL OF THE AMENDED AND RESTATED BURLINGTON NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in the plan could result in excess of 5% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

04 Against For APPROVAL OF THE AMENDED AND RESTATED BNSF RAILWAY COMPANY INCENTIVE COMPENSATION PLAN.

PoliciesThis proposal establishes a cash bonus plan for key executives. The plan fails to specify performance standards upon which the bonuses will be granted, without which a judgement cannot be made as to the plan's validity. A vote is cast against.

05 For Against SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING.

PoliciesThis shareholder proposal requests the Board to amend its corporate documents to provide nominees for the Board must receive the vote of a majority of shares cast at an annual meeting of shareholders in order to be elected. Requiring a majority



vote for election/re-election would give real teeth to the vote no campaigns that are now just symbolic protest votes waged against incumbent directors who shareholders feel are not responsive. A vote is cast in favor.

06 For Against SHAREHOLDER PROPOSAL REGARDING SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.



1000798.1 12909-0104 300 300 03/15/2006 04/04/2006 04/05/2006



BURLINGTON RESOURCES INC. Ticker: BR Special Meeting Date: 03/30/2006




SEDOL:



01 For For APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 12, 2005, BY AND AMONG CONOCOPHILLIPS, CELLO ACQUISITION CORP. AND BURLINGTON RESOURCES INC.

CommentsThis proposal seeks shareholder approval of the Company being acquired by ConocoPhillips.The two companies are in the energy business.The Board recommends shareholder approval because: 1) The complementary strategic fit between the two companies, 2) the cost savings that could be achieved due to the overlap of each company's exploration and production assets, 3) the timing of the transaction was favorable to the Company due to current market conditions 4) the potential for Company shareholders to realize additional value over time through appreciation of ConocoPhillips common stock. Per the terms of the merger, each share of Company stock will receive 0.7214 of a share of ConocoPhillips common stock and $46.50 in cash, which represents a premium of 20.9% based on the closing prices of the shares on the last day of trading before the transaction was announced (31.1% premium over the average closing price for the five days from the preceding 60th day before announcement). An opinion has been issued by Morgan Stanley and JP Morgan that the terms are fair to the Company's shareholders. The market reaction has been favorable to this transaction. For those reasons, a vote is cast in favor of the proposal.

02 For For APPROVAL OF AN ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.

PoliciesThis proposal seeks an adjournment to seek more votes, if necessary, for items on the agenda. Since all the agenda items are being supported, a vote is cast in favor.


1000798.1 12909-0103 300 300 03/02/2006 03/14/2006 03/15/2006



CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Annual Meeting Date: 04/27/2006

Issuer: 14040H City: Holdings Reconciliation Date: 02/28/2006



SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE CORPORATION FOR 2006.


03 Against For APPROVAL AND ADOPTION OF THE AMENDED AND RESTATED CAPITAL ONE 2004 STOCK INCENTIVE PLAN.


04 For Against STOCKHOLDER PROPOSAL: DIRECTOR ELECTION MAJORITY VOTE STANDARD.



1000798.1 12909-0105 200 200 03/25/2006 04/13/2006 04/13/2006



CAREMARK RX, INC. Ticker: CMX Annual Meeting Date: 05/10/2006




SEDOL:



01 For DIRECTOR

For C. DAVID BROWN IIFor HARRIS DIAMOND

Withheld C.A. LANCE PICCOLOFor MICHAEL D. WARE


02 For Against STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS

PoliciesThis shareholder proposal asks the Company to disclose the date and amount of money given to political campaigns, parties, referendums or citizens initiatives in the prior year. This information is available in various public records scattered throughout different states but is not readily and easily available in total to shareholders. A vote is cast for this proposal because it would provide useful information regarding the Company's political contributions.


1000798.1 12909-0103 300 300 04/14/2006 04/26/2006 04/26/2006



CARNIVAL CORPORATION Ticker: CCL Annual Meeting Date: 04/20/2006




SEDOL:



01 For DIRECTOR

Withheld MICKY ARISONFor AMB RICHARD G. CAPEN JR

Withheld ROBERT H. DICKINSONWithheld ARNOLD W. DONALDWithheld PIER LUIGI FOSCHIWithheld HOWARD S. FRANK

For RICHARD J. GLASIERFor BARONESS HOGG

Withheld A. KIRK LANTERMANFor MODESTO A. MAIDIQUEFor SIR JOHN PARKERFor PETER G. RATCLIFFEFor STUART SUBOTNICKFor UZI ZUCKER


02 For For TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION.

PoliciesThe appointment of auditors is a routine matter that does not materially affect shareholders. No objection has been made. A vote is cast in favor of the proposal.

03 For For TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE TO THE REMUNERATION OF THE INDEPENDENT AUDITORS.

PoliciesThis proposal authorizes the board to fix the auditor's remuneration. This is normally a routine, ministerial matter that does not materially affect shareholders. The amount paid for non-audit fees is not excessive. No objection has been raised. A vote is cast in favor.

04 For For TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2005.

PoliciesThe acceptance of financial statements is a routine, bookkeeping matter that does not materially affect shareholders. No objection has been made. A vote is cast in favor.

05 For For TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL PLC.

Comments



This proposal seeks shareholder advise on the Company's remuneration policy. The policy does not contain any provisions that are materially adverse to shareholder interests. A vote is cast in favor.

06 For For TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.

CommentsThis seeks to issue securities with preemptive rights (i.e. first refusal of pro-rata share). The preemption provision protects a shareholders percentage of current equity. The number of shares involved is not excessive. A vote in favor is cast.

07 For For TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC.

CommentsThis seeks to issue securities without preemptive rights (i.e., first refusal of pro-rata share). This concept is expensive, cumbersome and, in view of modern trading practices, unnecessary. The shares involved are not excessive. A yes vote is cast.

08 Against For TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET.

CommentsApproval is sought for the repurchase of the Company shares.The repurchased shares could potentially be used for poorly designed compensation plans. Therefore, a vote is cast against the proposal.


1000798.1 12909-0300 400 400 03/08/2006 04/17/2006 04/17/2006



CATERPILLAR INC. Ticker: CAT Annual Meeting Date: 06/14/2006




SEDOL:



01 For For DIRECTOR


02 Against For AMEND ARTICLES OF INCORPORATION


03 Against For APPROVE LONG-TERM INCENTIVE PLAN


04 Against For APPROVE SHORT-TERM INCENTIVE PLAN


05 Against For RATIFY AUDITORS


06 For Against STOCKHOLDER PROPOSAL - DECLASSIFY BOARD


07 For Against STOCKHOLDER PROPOSAL - SEPARATE CEO & CHAIR




08 For Against STOCKHOLDER PROPOSAL - MAJORITY VOTE STANDARD



1000798.1 12909-0101 400 400 05/03/2006 06/07/2006 06/08/2006



CENTERPOINT ENERGY, INC. Ticker: CNP Annual Meeting Date: 05/25/2006




SEDOL:





02 For For RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2006.


03 Against For REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER OUR SHORT TERM INCENTIVE PLAN.


04 Against For REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER OUR LONG-TERM INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the stock option plan.

05 For Against SHAREHOLDER PROPOSAL RELATING TO ELECTING ALL DIRECTORS ANNUALLY AND ELIMINATING DIRECTOR CLASSES WITH STAGGERED TERMS.


06 Against Against WITHHOLD GRANTING OF AUTHORITY TO VOTE ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

PoliciesThis proposal requests permission to act upon such other business as may properly come before the meeting. Such a blank check delegation of voting rights is not in the best interests of shareholders. A vote is cast against.


1000798.1 12909-0107 500 500 04/21/2006 05/17/2006 05/18/2006



CENTEX CORPORATION Ticker: CTX Annual Meeting Date: 07/13/2006




SEDOL:





02 For For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2007.


03 For Against STOCKHOLDER PROPOSAL REGARDING ENERGY EFFICIENCY.

CommentsThis shareholder proposal wants the Company to prepare a report which assesses its response to regulatory, competitive, and public pressure to increase energy efficiency. The proponent pointed out that residential and commercial buildings account for approximately 40% of energy and 70% of electricity consumed in the U.S. each year and that several retailers have recognized that energy efficient building considerations are becoming increasingly important. A vote is cast for this proposal because concerns about rising energy prices, climate change and energy security continue to increase and this report will provide shareholders with the necessary information to evaluate the competitive, reputational, and regulatory risks the Company may encounter. Also, the Company said it is taking the appropriate steps to advance the cause of energy efficiency. Therefore, it should have no objection to supporting this proposal.

04 For Against STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING.



1000798.1 12909-0104 200 200 06/09/2006 06/28/2006 06/29/2006



CHEVRON CORPORATION Ticker: CVX Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT

CommentsThis shareholder proposal wants to add an amendment to the Company's by-laws, which would require the Company to reimburse the proponent of a shareholder proposal for all expenses incurred in submitting a proposal for stockholder consideration if it is approved by the necessary stockholder vote. The proponent intends the reimbursement action to be taken by the Company concerning shareholder proposals would be required under a by-law to the Company's charter rather than the discretion of the Board. A vote is cast for this proposal because it would provide incentives to shareholders to initiate beneficial proposals without encouraging the submission of nuisance agenda items.

04 For Against REPORT ON OIL & GAS DRILLING IN PROTECTED AREAS

CommentsThis shareholder proposal asks the Company to prepare a report on the potential environmental damage that would result from the Company drilling for oil and gas in protected areas, including IUCN Management Categories I-V, World Heritage Sites, and National parks, monuments, and wildlife refuges. A vote is cast for this proposal because the report would proved information on the possible impact to the Company's value from decisions to do business in protected and sensitive areas.

05 For Against REPORT ON POLITICAL CONTRIBUTIONS


06 For Against ADOPT AN ANIMAL WELFARE POLICY




07 For Against REPORT ON HUMAN RIGHTS


08 For Against REPORT ON ECUADOR

CommentsThis shareholder proposal requests that the Board provide a report on the Company's annual expenditures from 1993 to 2005 for remediation efforts and other expenses in connection with an oil-related contamination site in the Ecuadorian Amazon. The proponent said: 1) the Company is addressing the issue as a public relations problem rather than a serious health and environmental problem, 2) could damage the Company's reputation and credibility as an environmentally responsible corporate citizen, and 3) jeopardize the Company's ability to compete in the global marketplace and may lead to significant financial costs. A vote is cast for this proposal because it would give shareholders information to better evaluate the risks to the Company of the Ecuadorian contamination incident.


1000798.1 12909-0100 1,609 1,609 03/22/2006 04/21/2006 04/21/2006



CHUBB CORPORATION Ticker: CB Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

For ZOE BAIRDWithheld SHEILA P. BURKE

For JAMES I. CASH, JR.For JOEL J. COHEN

Withheld JAMES M. CORNELIUSFor JOHN D. FINNEGANFor KLAUS J. MANGOLDFor SIR DAVID G SCHOLEY CBEFor RAYMOND G.H. SEITZ

Withheld LAWRENCE M. SMALLFor DANIEL E. SOMERSFor KAREN HASTIE WILLIAMSFor ALFRED W. ZOLLAR

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees. A vote is cast to withhold authority for the insider nominees who serve on those committees.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 Against For TO VOTE ON THE ADOPTION OF THE CHUBB CORPORATION ANNUAL INCENTIVE COMPENSATION PLAN (2006).


03 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR.


04 For Against TO VOTE ON A SHAREHOLDER PROPOSAL REGARDING THE MANNER IN WHICH DIRECTORS ARE ELECTED.


05 For Against TO VOTE ON A SHAREHOLDER PROPOSAL REGARDING POLITICAL



CONTRIBUTIONS.



1000798.1 12909-0101 200 200 03/31/2006 04/11/2006 04/11/2006



CIGNA CORPORATION Ticker: CI Annual Meeting Date: 04/26/2006




SEDOL:





02 For For RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.



1000798.1 12909-0109 100 100 03/23/2006 04/12/2006 04/13/2006



CITIGROUP INC. Ticker: C Annual Meeting Date: 04/18/2006




SEDOL:



01 For DIRECTOR

For C. MICHAEL ARMSTRONGFor ALAIN J.P. BELDAFor GEORGE DAVIDFor KENNETH T. DERR

Withheld JOHN M. DEUTCHFor R. HERNANDEZ RAMIREZFor ANN DIBBLE JORDANFor KLAUS KLEINFELDFor ANDREW N. LIVERISFor DUDLEY C. MECUMFor ANNE MULCAHYFor RICHARD D. PARSONSFor CHARLES PRINCEFor JUDITH RODINFor ROBERT E. RUBINFor FRANKLIN A. THOMAS

PoliciesThe total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 Against For PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For For PROPOSAL TO AMEND ARTICLE FOURTH OF THE RESTATED CERTIFICATE OF INCORPORATION.

PoliciesThis proposal would replace the supermajority vote requirement on certain issues with a simple majority. It is in the best interests of shareholders for a majority vote to suffice. A vote is cast in favor of the proposal.

04 For For PROPOSAL TO AMEND ARTICLE EIGHTH OF THE RESTATED CERTIFICATE OF INCORPORATION.

PoliciesThis proposal eliminates a supermajority requirement to approve a business combination. If a majority of shareholders want a business combination, they should be allowed to have it. A vote is cast in favor.

05 For For PROPOSAL TO AMEND ARTICLE NINTH OF THE RESTATED CERTIFICATE OF INCORPORATION.

PoliciesThis proposal eliminates a supermajority requirment to amend the company's charter. If a majority of shareholders want to amend the company's charter, they should be able to do so. A vote is cast in favor.



06 For Against STOCKHOLDER PROPOSAL REQUESTING NO FUTURE NEW STOCK OPTION GRANTS AND NO RENEWAL OR REPRICING OF CURRENT STOCK OPTIONS.


7 For Against STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL CONTRIBUTIONS.

PoliciesThis shareholder proposal seeks a report from the Company disclosing its policies for political contributions which accounts for funds donated and the business rationale for each contribution and to provide board oversight of such contributions. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. This would provide useful information to shareholders. A vote is cast in favor.

8 Against Against STOCKHOLDER PROPOSAL REQUESTING A REPORT ON CHARITABLE CONTRIBUTIONS.

CommentsThis shareholder proposal asks the Company to provide a report which discloses its policies and procedures for charitable contributions made with corporate assets, contributions made, the business rationale for each contribution, the personnel participating in the decision to contribute and the actual or estimated benefits to the Company as a result of the contribution. Unlike corporate political contributions, which are difficult to determine, the information sought here is already available to shareholders. However, a charitable gift, by definition is made as a goodwill gesture and not with the intent of receiving some measurable quid pro quo benefit in return. Therefore, a vote is cast against this proposal.

9 For Against STOCKHOLDER PROPOSAL REQUESTING THE ADOPTION OF A POLICY REGARDING PERFORMANCE-BASED EQUITY COMPENSATION FOR SENIOR EXECUTIVES.


10 For Against STOCKHOLDER PROPOSAL REGARDING REIMBURSEMENT OF EXPENSES INCURRED BY A STOCKHOLDER IN A CONTESTED ELECTION OF DIRECTORS.


11 For Against STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES


12 For Against STOCKHOLDER PROPOSAL REQUESTING THE RECOUPMENT OF MANAGEMENT BONUSES IN THE EVENT OF A RESTATEMENT OF EARNINGS.

PoliciesThis proposal asks the board to adopt a policy to review all bonuses and awards to senior executives when a restatement of the company's financial results occurs and to recoup any incentive-based compensation if specified performance targets



were not actually achieved. A vote is cast for this proposal because incentive pay should be paid and retained only if the company legitimately achieves performance benchmarks that are set in advance.


1000798.1 12909-0101 3,200 3,200 03/14/2006 04/03/2006 04/03/2006



CLEAR CHANNEL COMMUNICATIONS, INC. Ticker: CCU Annual Meeting Date: 04/26/2006




SEDOL:





02 Against For RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2006.


03 For Against APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL REGARDING CORPORATE POLITICAL CONTRIBUTIONS.


04 For Against APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL REGARDING COMPENSATION COMMITTEE INDEPENDENCE.

CommentsThis shareholder proposal requests the Board amend its Compensation Committee charter to: 1) specify that the committee be composed solely of independent directors, 2) how to select a committee member if a vacancy occurs between the annual meeting of shareholders, 3) compliance with this policy is excused if no independent director is available to serve on the committee and 4) defines an independent director: a) someone whose directorship constitutes his or her only connection to the Company, b) a person who is not or has not been, or whose relative is or in the past five years has not been, employed by the Company or employed by, or a director of an affiliate, and c) complies with the Council of Institutional Investors Definition of Director Independence. A vote is cast for this proposal because the definition of director independence by the CII is the "gold standard" and by adopting their definition it would put into place a tougher and better standard for the Company.


1000798.1 12909-0102 400 400 03/21/2006 04/06/2006 04/07/2006



COLGATE-PALMOLIVE COMPANY Ticker: CL Annual Meeting Date: 05/04/2006




SEDOL:





02 Against For RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 Against For APPROVAL OF THE COMPANY S 2007 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


04 For Against STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN


05 For Against STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION

PoliciesThis shareholder proposal asks the Board to link the Company's senior executive bonus and stock compensation to the performance of the Company's peer group. By connecting a senior executives compensation to peer group performance, the general trend in the Company's industry is neutralized and a better correlation between pay and reward will result. A senior executive will be rewarded for their superior leadership skills and not from some outside influence. A vote is cast in favor.


1000798.1 12909-0103 400 400 04/06/2006 04/24/2006 04/25/2006



COMCAST CORPORATION Ticker: CMCSA Annual Meeting Date: 05/18/2006

Issuer: 20030N City: Holdings Reconciliation Date: 03/10/2006



SEDOL:



01 For DIRECTOR

Withheld S. DECKER ANSTROMWithheld KENNETH J. BACONWithheld SHELDON M. BONOVITZ

For EDWARD D. BREENWithheld JULIAN A. BRODSKYWithheld JOSEPH J. COLLINSWithheld J. MICHAEL COOK

For JEFFREY A. HONICKMANFor BRIAN L. ROBERTSFor RALPH J. ROBERTS

Withheld DR. JUDITH RODINFor MICHAEL I. SOVERN


02 For For INDEPENDENT AUDITORS.


03 For For 2002 EMPLOYEE STOCK PURCHASE PLAN.


04 Against For 2002 RESTRICTED STOCK PLAN.

PoliciesThis proposal seeks to add shares to a restricted stock plan for key executives. The plan is not a good one because it fails to specify performance standards upon which to grant the stock. For that reason, a vote is cast against the proposal.

05 Against For 2006 CASH BONUS PLAN.

PoliciesThis proposal seeks to establish a bonus plan for key executives. The plan does



not specify performance standards on which to base the bonus which make it impossible to judge the validity of the plan. A vote is cast against.

06 For Against PREVENT THE ISSUANCE OF NEW STOCK OPTIONS.


07 For Against REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE AN EMPLOYEE.


08 For Against LIMIT COMPENSATION FOR MANAGEMENT.

CommentsThis shareholder proposal requests that the Company eliminate all severance contracts and all remuneration for any member of management in an amount above $500,000 per year. A vote is cast for this proposal to protest the excessive compensation paid to the Companys CEO during the past year in comparison to Company performance. The Company's total cumulative return to shareholders dropped $18.00 from $81.00 in 2004, but the CEO received a total increase of $5.6 million in salary, bonus, restricted stock and other compensation.

09 For Against ADOPT A RECAPITALIZATION PLAN.

PoliciesThis proposal eliminates unequal voting rights. It is in the best interests of shareholders for all shareholders to have equal voting rights. A vote is cast in favor of the proposal.

10 For Against ESTABLISH A MAJORITY VOTE SHAREHOLDER COMMITTEE.

CommentsThis proposal asks the Board to form a committee composed of the proponent and any other interested shareholder whenever a shareholder proposal that receives a majority vote and the Board has not taken the action requested in the proposal. The proponent said last year a majority of Class A shareholders voted to eliminate the Company's poison pill but the Board has not adopted it. A vote is cast for this proposal because the proposal provides a mechanism by which shareholders can communicate with Board representatives their viewpoint.


1000798.1 12909-0101 1,411 1,411 03/31/2006 05/08/2006 05/09/2006



COMFORT SYSTEMS USA, INC. Ticker: FIX Annual Meeting Date: 05/18/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF 2006 EQUITY INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 25% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 Against For APPROVAL OF 2006 STOCK OPTIONS/SAR PLAN FOR NON-EMPLOYEE DIRECTORS.


04 For For RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0104 1,000 1,000 04/11/2006 05/07/2006 05/08/2006



CONOCOPHILLIPS Ticker: COP Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006


03 For Against DRILLING IN SENSITIVE AREAS

CommentsThis shareholder proposal asks the Board to prepare a report on the potential environmental damage that would result from drilling inside the National Petroleum Reserve - Alaska and the implications of a policy of refraining from drilling in that area. The Company said it is committed to protecting fragile arctic environments and has strict standards to ensure protection and accountability of performance. Therefore, the Board should have no objection to providing a report that would allow shareholders to evaluate the risks evolved in operating in an environmentally sensitive area.

04 For Against DIRECTOR ELECTION VOTE STANDARD


05 For Against SHAREHOLDER APPROVAL OF FUTURE EXTRAORDINARY RETIREMENT BENEFITS FOR SENIOR EXECUTIVES

PoliciesThis proposal urges the Board to require shareholder approval before granting any extraordinary pension benefits for executives under the Company's supplemental executive retirement plan (SERP). A SERP is a plan that supplements executives retirement pay with non-qualified benefits above compensation limits set by the IRS. They are unfunded plans payable out of Company assets and the pension liability can be significant. A vote is cast in favor.

06 For Against ENVIRONMENTAL ACCOUNTABILITY TO COMMUNITIES

CommentsThis shareholder proposal asks the Board to report on how the corporation ensures that it is accountable for it environmental impacts in all of the communities where



it operates. The report should contain: 1) information on how the Company makes available reports regarding environmental impacts on the communities in which it operates, 2) how community environmental accountability is integrated into its current code of conduct and business practices, and 3) the impact of its activities on the health of people living in poor areas. The Company said it issued a Sustainable Development Report in 2005 and will continue to make these reports publicly available. Since the Company is already producing a report about meeting its sustainable development commitment, adding information that addresses the particular concerns of the proponent should not be a difficult request to comply with.

07 Against Against EQUITABLE COMPENSATION OF NON-EMPLOYEE DIRECTORS

CommentsThis shareholder proposal recommends the Board compensate non-employee directors and the chairs of all Board committees the same. The proponent believes that all chair committee persons are equally important and directors who work the most should receive the most compensation. A vote is cast against this proposal because the demands of the Sarbanes-Oxley Act place additional responsibility and legal liabilities on the person who heads the audit committee and additional compensation is needed to retain and attract a talented person for that position. Therefore, a vote is cast against this proposal.


1000798.1 12909-0104 974 974 04/06/2006 04/28/2006 04/28/2006



CONSOLIDATED EDISON, INC. Ticker: ED Annual Meeting Date: 05/15/2006




SEDOL:



01 For DIRECTOR

For K. BURKEWithheld V.A. CALARCOWithheld G. CAMPBELL, JR.Withheld G.J. DAVIS

For M.J. DEL GIUDICEWithheld E.V. FUTTER

For S. HERNANDEZFor P.W. LIKINSFor E.R. MCGRATHFor F.V. SALERNO

Withheld L.F. SUTHERLANDFor S.R. VOLK


02 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS.


03 For Against ADDITIONAL COMPENSATION INFORMATION.



1000798.1 12909-0104 200 200 04/12/2006 05/02/2006 05/03/2006



CORNING INCORPORATED Ticker: GLW Annual Meeting Date: 04/27/2006




SEDOL:



01 For DIRECTOR

Withheld JAMES B. FLAWSWithheld JAMES R. HOUGHTON

For JAMES J. O'CONNORWithheld DEBORAH D. RIEMANWithheld PETER F. VOLANAKISWithheld PADMASREE WARRIOR

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here there is not a two-thirds majority of outsiders. Therefore, a vote is cast in favor of the outsiders and withheld from the insiders.Some incumbent nominees failed to attend 75% of their meetings without a valid excuse. A vote to withhold authority is cast for those nominees with such poor attendance record.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 For For APPROVAL OF THE AMENDMENT OF THE 2002 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN.


03 Against For APPROVAL OF THE ADOPTION OF THE 2006 VARIABLE COMPENSATION PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 15% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

04 Against For APPROVAL OF THE AMENDMENT OF THE 2003 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS.


05 For For PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CORNING S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

Policies



The appointment of auditors is considered a routine matter that does not impact materially on shareholders, as long as the auditors are not receiving substantial amounts of money from the Company for other services that give rise to a potential conflict of interest. Here, the amount the auditors receive (if any) for "other" services is so minimal that it does not pose a conflict of interests. Therefore, a vote is cast in favor of the appointment of auditors.

06 For Against SHAREHOLDER PROPOSAL RELATING TO THE ELECTION OF EACH DIRECTOR ANNUALLY.



1000798.1 12909-0105 900 900 03/09/2006 04/11/2006 04/12/2006



COSTCO WHOLESALE CORPORATION Ticker: COST Annual Meeting Date: 01/25/2006

Issuer: 22160K City: Holdings Reconciliation Date: 12/02/2005



SEDOL:



01 For DIRECTOR

Withheld JAMES D. SINEGALWithheld JEFFREY H. BROTMANWithheld RICHARD A. GALANTI

For DANIEL J. EVANS


02 Against For AMENDMENTS TO THE RESTATED 2002 STOCK INCENTIVE PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the amendment.

03 For Against SHAREHOLDER PROPOSAL TO HOLD ANNUAL ELECTIONS FOR ALL DIRECTORS.


04 For Against SHAREHOLDER PROPOSAL TO ADOPT A VENDOR CODE OF CONDUCT.

CommentsThis proposal asks the Company to amend its code of vendor conduct to reflect the full adoption of the principles articulated by the International Labor Organization, which are endorsed globally and developed through a tripartite process involving business, labor and governments. The rights involved are freedom of association and collective bargaining, elimination of forced/compulsory/child labor, and elimination of discrimination in respect of employment and occupation. It would be wise for the Company to adopt these principles. A vote is cast in favor.

05 For For RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.

PoliciesThe appointment of auditors is considered a routine matter that does not impact materially on shareholders, as long as the auditors are not receiving substantial amounts of money from the Company for other services that give rise to a potential conflict of interest. Here, the amount the auditors receive for "other" services is so small there is no potential for a conflict of interests. Therefore, a vote is cast in favor of the appointment of auditors.




1000798.1 12909-0105 300 300 12/24/2005 01/09/2006 01/10/2006



COUNTRYWIDE FINANCIAL CORPORATION Ticker: CFC Annual Meeting Date: 06/14/2006




SEDOL:



01 For For DIRECTOR


02 Against For TO APPROVE THE ADOPTION OF THE COMPANY S 2006 EQUITY INCENTIVE PLAN.


03 Against For TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


04 For Against TO CONSIDER A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED, URGING OUR BOARD OF DIRECTORS TO ADOPT A POLICY THAT OUR STOCKHOLDERS BE GIVEN AN OPPORTUNITY TO ANNUALLY APPROVE THE REPORT OF OUR COMPENSATION COMMITTEE.

CommentsThis shareholder proposal requests that the Company adopt a policy that shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to approve the report of the Compensation Committee set forth in the proxy statement. The proponent specifies that the policy should provide that appropriate disclosures will be made to ensure that shareholders fully understand that: the vote is advisory; will not affect any person's compensation; and will not affect the approval of any compensation-related proposal. The Company's compensation plans do not contain specific performance standards, and give the Compensation Committee substantial discretion in establishing performance targets and making awards. Once such a compensation plan is in place, shareholders do not have a mechanism for providing ongoing input on how the compensation committee chooses and applies performance standards. This proposal would give shareholders a voice in how compensation plans are administered, and it would provide the Company with shareholders' views on its compensations practices, which could be useful for the Compensation Committee. This is in the best interest of shareholders and would strengthen the Company's



pay-for-performance practices. A vote is cast in favor.


1000798.1 12909-0104 400 400 04/29/2006 06/13/2006 06/13/2006



CVS CORPORATION Ticker: CVS Annual Meeting Date: 05/11/2006




SEDOL:



01 For DIRECTOR

For W. DON CORNWELLFor DAVID W. DORMAN

Withheld THOMAS P. GERRITYFor MARIAN L. HEARDFor WILLIAM H. JOYCEFor TERRENCE MURRAY

Withheld SHELI Z. ROSENBERGFor THOMAS M. RYAN

Withheld ALFRED J. VERRECCHIA


02 Against For PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS CVS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2006.


03 For Against STOCKHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS.


04 For Against STOCKHOLDER PROPOSAL REGARDING RETIREMENT BENEFITS OF CERTAIN SENIOR EXECUTIVES.


05 For Against STOCKHOLDER PROPOSAL REGARDING INDEPENDENCE OF THE CHAIRMAN OF THE BOARD.

PoliciesThis proposal seeks to separate the offices of chairman of the board and chief executive



officer. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions. A vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL REGARDING THE FORMULATION OF COSMETICS SOLD AT CVS.

CommentsThis proposal asks the Board to prepare a report on the feasibility of reformulating its cosmetics to be free of chemicals linked with cancer, mutation or birth defects and thereby globally meeting the standards set by the EU Cosmetics Directive 2003/15/EC. The Company said it is committed to consumer safety and has measures in place to conduct independent product testing of its suppliers. A vote is cast for this proposal because the Board should have no objection to providing a report which would allow shareholders to determine if the Company is taking the necessary precautions to provide wholesome products for those consumers who are concerned about cosmetic safety.


1000798.1 12909-0100 600 600 04/04/2006 05/01/2006 05/02/2006



D.R. HORTON, INC. Ticker: DHI Annual Meeting Date: 01/26/2006

Issuer: 23331A City: Holdings Reconciliation Date: 12/01/2005



SEDOL:



01 For DIRECTOR

Withheld DONALD R. HORTONFor BRADLEY S. ANDERSONFor MICHAEL R. BUCHANANFor RICHARD I. GALLANDFor MICHAEL W. HEWATT

Withheld DONALD J. TOMNITZWithheld BILL W. WHEAT


02 Against For TO APPROVE THE 2006 STOCK INCENTIVE PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 Against For TO APPROVE AN AMENDMENT TO OUR CHARTER INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.


04 For Against TO APPROVE A SHAREHOLDER PROPOSAL CONCERNING AN ENERGY EFFICIENCY ASSESSMENT.

CommentsThis shareholder proposal requests that the Company assess its response to rising regulatory, competitive, and public pressure to increase energy efficiency and report -- at a reasonable cost-- to shareholders. The Company responds that it is conducting a number of on-going programs to integrate energy conservation considerations into the homes it builds. There is no one document, however, which ties together all of the energy conservation efforts of the Company's various divisions, sub-contractors, etc. or assesses how effective these are in regard to the Company's end products. Having a report on this is a reasonable request. A vote is cast in favor of the proposal.

05 Against For TO CONDUCT OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.

PoliciesThis proposal requests permission to act upon such other business as may properly



come before the meeting. Such a blank check delegation of voting rights is not in the best interests of shareholders. A vote is cast against.


1000798.1 12909-0109 400 400 12/17/2005 01/12/2006 01/12/2006



DAIMLERCHRYSLER A.G. Ticker: DCX Annual Meeting Date: 04/12/2006

Issuer: D1668R City: Holdings Reconciliation Date: 03/03/2006



SEDOL:



02 For For RESOLUTION ON THE ALLOCATION OF UNAPPROPRIATED PROFIT

CommentsThis proposal seeks approval of the company's allocation of income. This is normally a routine, bookkeeping matter and in the best interests of shareholders. No objection has been made. A vote is cast in favor of the proposal.

03 For For RESOLUTION ON RATIFICATION OF BOARD OF MANAGEMENT ACTIONS IN THE 2005 FINANCIAL YEAR

CommentsThe discharge of the management board is a symbolic, basically procedural non-binding vote. A vote in favor is cast.

04 For For RESOLUTION ON RATIFICATION OF SUPERVISORY BOARD ACTIONS IN THE 2005 FINANCIAL YEAR

CommentsThe discharge of the supervisory board is a symbolic, basically procedural, non-binding matter. A vote in favor is cast.

05 Against For RESOLUTION ON THE APPOINTMENT OF AUDITORS OF THE INDIVIDUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2006 FINANCIAL YEAR

CommentsThis proposal seeks the approval of the reappointment of auditors and their remuneration. Normally this would be considered a routine, ministerial proposal and a vote would be cast in favor. At this Company, however, it has been disclosed that the auditors are paid a substantial amount for non-audit work in addition to their audit work. This creates a potential conflict of interest for the auditors. For that reason, a vote is cast against.

06 Against For RESOLUTION ON AUTHORIZING THE COMPANY TO ACQUIRE ITS OWN SHARES


07 Against For RESOLUTION ON THE ELECTION OF A SUPERVISORY BOARD MEMBER


08 For For RESOLUTION ON AMENDMENT OF THE MEMORANDUM AND ARTICLES OF INCORPORATION DUE TO THE NEW GERMAN UMAG LAW

CommentsThis proposal amends the Company's articles to comply with recent changes in corporate law. It is in the best interests of shareholders for their company to be in legal compliance and the changes themselves are not objectionable. A vote is cast in favor.

09 Abstain Against APPOINTMENT OF SPECIAL AUDITORS CONCERNING SMART

CommentsInsufficient information was provided by the Company as to the nature and details



of this proposal. Therefore, a vote is cast to abstain.10 Abstain Against APPOINTMENT OF SPECIAL AUDITORS CONCERNING MAYBACH

CommentsInsufficient information was provided by the Company as to the nature and details of this proposal. Therefore, a vote is cast to abstain.


1000798.1 12909-0123 100 100 03/23/2006 03/27/2006 03/28/2006



DANAHER CORPORATION Ticker: DHR Annual Meeting Date: 05/02/2006




SEDOL:



01 For DIRECTOR

For MORTIMER M. CAPLINFor DONALD J. EHRLICHFor LINDA P. HEFNER

Withheld WALTER G. LOHR, JR.


02 Against For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0102 200 200 04/07/2006 04/20/2006 04/20/2006



DEERE & COMPANY Ticker: DE Annual Meeting Date: 02/22/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF THE AMENDMENT OF THE JOHN DEERE OMNIBUS EQUITY AND INCENTIVE PLAN.

PoliciesA stock plan for key executives is amended by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the stock option plan.

03 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2006.



1000798.1 12909-0105 200 200 01/11/2006 02/02/2006 02/03/2006



DELL INC. Ticker: DELL Annual Meeting Date: 07/21/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF INDEPENDENT AUDITOR


SH1 For Against GLOBAL HUMAN RIGHTS STANDARD


SH2 Against Against DECLARATION OF DIVIDEND

CommentsThis shareholder proposal would require the Company to declare a quarterly dividend. Taking such an action is the prerogative of the board, which has the broad perspective on all aspects of the Company's situation to know when such a move is most beneficial. Shareholders can express their opinions on this matter by their votes in the election of the Company's board of directors. A vote is cast against the proposal.


1000798.1 12909-0101 1,500 1,500 06/13/2006 07/17/2006 07/18/2006



DEVON ENERGY CORPORATION Ticker: DVN Annual Meeting Date: 06/07/2006

Issuer: 25179M City: Holdings Reconciliation Date: 04/10/2006



SEDOL:





02 Against For RATIFY THE APPOINTMENT OF THE COMPANY S INDEPENDENT AUDITORS FOR 2006


03 Against For ADOPTION OF THE AMENDMENT TO THE DEVON ENERGY CORPORATION 2005 LONG-TERM INCENTIVE PLAN

CommentsThis proposal asks for shareholder approval to amend a Company stock compensation plan which would allow for a wider variety of award types. A vote is cast against this proposal because the plan is flawed in that awards are not granted according to specific performance goals and a expansion of award types does not make it better.


1000798.1 12909-0103 300 300 05/02/2006 05/26/2006 05/27/2006



DOLLAR THRIFTY AUTOMOTIVE GROUP, INC Ticker: DTG Annual Meeting Date: 05/18/2006




SEDOL:



01 For DIRECTORFor MOLLY SHI BORENFor THOMAS P. CAPOFor MARYANN N. KELLERFor HON. EDWARD C. LUMLEYFor RICHARD W. NEUFor GARY L. PAXTON

Withheld JOHN C. POPEFor JOHN P. TIERNEYFor EDWARD L. WAX


02 Against For RATIFICATION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For For APPROVAL OF THE DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN.



1000798.1 12909-0105 200 200 04/20/2006 05/07/2006 05/08/2006



DOMINION RESOURCES, INC. Ticker: D Annual Meeting Date: 04/28/2006




SEDOL:



01 For DIRECTOR

Withheld PETER W. BROWNFor RONALD J. CALISE

Withheld THOS. E. CAPPSWithheld GEORGE A. DAVIDSON, JR.Withheld THOMAS F. FARRELL, II

For JOHN W. HARRISFor ROBERT S. JEPSON, JR.For MARK J. KINGTONFor BENJAMIN J. LAMBERT IIIFor RICHARD L. LEATHERWOODFor MARGARET A. MCKENNA

Withheld FRANK S. ROYALWithheld S. DALLAS SIMMONS

For DAVID A. WOLLARD


02 Against For RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE 2006 FINANCIAL STATEMENTS.


03 For Against SHAREHOLDER PROPOSAL - MAJORITY VOTE STANDARD


04 For Against SHAREHOLDER PROPOSAL - ENVIRONMENTAL REPORT

CommentsThis shareholder proposal requests that a committee of independent directors of the Board assess how the Company is responding to rising regulatory, competitive and public pressure to reduce carbon dioxide and other emissions and to report to



shareholders by 09-01-06. The Company responds that it "takes responsibility for environmental stewardship seriously ". It points out that it regularly updates the Board on the Company's environmental record and posts its environmental record, compliance and positions on emerging, evolving or ongoing environmental issues on its website. Given this, the information requested in the report should be readily available. A vote is cast in favor of this proposal.

05 For Against SHAREHOLDER PROPOSAL - RETIREMENT BENEFITS



1000798.1 12909-0109 200 200 03/21/2006 04/17/2006 04/17/2006



DUKE ENERGY CORPORATION Ticker: DUK Special Meeting Date: 03/10/2006




SEDOL:



01 For For APPROVAL OF THE AGREEMENT AND PLAN OF MERGER AND THE MERGERS.

CommentsThis proposal seeks shareholder approval of the Company acquiring Cinergy. The Company is a diversified energy company with a portfolio of natural gas and electric businesses and an affiliated real estate company. Cinergy provides electric and gas service and markets and trades natural gas. The Board recommends shareholder approval because of the increased scale and scope, stronger utility business platform and merchant power business of the combined entity. Per the terms of the acquisition, each share of Cinergy stock will receive 1.56 of a share of Company stock, which represents a premium of 13.4% based on the closing prices the day before the transaction was announced (19.5% based on the average closing prices for the five-day period starting 60 days before the announcement). Current Company shareholders will own 76% of the combined entity and current Cinergy shareholders will own 24%. An opinion has been issued by UBS Securities and Lazard Freres that the terms are fair to the Company's shareholders. For those reasons, a vote is cast in favor of the proposal.


1000798.1 12909-0106 700 700 02/04/2006 02/23/2006 02/24/2006



E. I. DU PONT DE NEMOURS AND COMPANY Ticker: DD Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 For For ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against ON EXECUTIVE COMPENSATION

CommentsThis shareholder proposal requests a report from the Board which would review its compensation packages in relation to their linkage to Company performance and relationship to the lowest paid workers in the Company. The report would also address whether there should be a ceiling on compensation packages and whether senior executive compensation should be adjusted in the event of a substantial layoff of employees. Finally, the report would also address ways to link compensation to the Company's social performance. The Board's response is that the objective of this proposal is already answered in the compensation committee's report on executive compensation which is provided annually in the proxy statement. A vote is cast for this proposal because all the issues raised in this proposal are not being addressed in the compensation committee's annual report and it would be in the best interests of shareholders to have more detailed and clear information on executive compensation.

04 For Against ON GENETICALLY MODIFIED FOOD

CommentsThis shareholder proposal would have the Board of Directors review the Company's internal controls related to potential adverse impacts associated with genetically modified organisms, including: reviewing the adequacy of current post-marketing monitoring systems; retaining an independent expert to review the effectiveness of established risk management processes; examining possible impact on seed product integrity and reporting results to shareholders. The Company responds that it agrees that disclosures of potential liabilities and potential uncertainties facing the Company is of critical importance to stockholders. It also recognizes the value of differing viewpoints and as such has established a Biotechnology Advisory Panel who members represent a diversity of interests. Given all of the interest the Company has shown and all the resources it has put toward looking at these issues from many perspectives, producing a report as requested in the proposal should not be an undue burden. A vote is cast in favor of the proposal.

05 For Against ON PERFORMANCE-BASED COMPENSATION

Policies



This shareholder proposal asks the Board to link the Company's senior executive bonus and stock compensation to the performance of the Company's peer group. By connecting a senior executives compensation to peer group performance, the general trend in the Company's industry is neutralized and a better correlation between pay and reward will result. A senior executive will be rewarded for their superior leadership skills and not from some outside influence. A vote is cast in favor.

06 For Against ON PFOA

CommentsThis shareholder proposal asks the Board for a report on the feasibility of an expeditious phase-out of the use of PFOA in the production of all Company products and the development and adoption of safe substitutes. The proponent said the Company faces liabilities and marketplace risks due to the potential health and environmental consequences of PFOA a chemical processing aid used in the production of Teflon and other products. The Company said that under an EPA program, the Company has committed to virtually eliminate the sources of exposure to PFOA from its manufacturing operations and products by 2015. Since the Company supports the goal of the proponent they should have no objection to providing a report to shareholders that would allow them to evaluate the progress being made by the Company. A vote is cast in favor.

07 For Against ON CHEMICAL FACILITY SECURITY

CommentsThis shareholder proposal asks the Board to prepare a report on the implications of a policy for reducing potential harm and the number of people in danger from potential catastrophic chemical releases. The proponent said the Company operates thirty-three facilities in the U.S. that combined put a total of over nine million people at risk in the event of a catastrophic release of extremely hazardous chemicals. The Company said it has a policy in place to reduce potential harm and addresses the very concerns stated in the objective. Therefore the Company should have no objection to providing the report that would allow shareholders to know about the Company's efforts to prevent and reduce the magnitude of catastrophic incidents at its facilities. A vote is cast in favor of the proposal.


1000798.1 12909-0109 600 600 03/24/2006 04/12/2006 04/13/2006



E.ON AG Ticker: EON Annual Meeting Date: 05/04/2006




SEDOL:



02 For For APPROPRIATION OF THE BALANCE SHEET INCOME FROM THE 2005 FINANCIAL YEAR


03 For For DISCHARGE OF THE BOARD OF MANAGEMENT FOR THE 2005 FINANCIAL YEAR

CommentsThe discharge of the management board is a symbolic, basically procedural non-binding vote. A vote in favor is cast.

04 For For DISCHARGE OF THE SUPERVISORY BOARD FOR THE 2005 FINANCIAL YEAR

CommentsThe discharge of the supervisory board is a symbolic, basically procedural, non-binding matter. A vote in favor is cast.

05 Against For AUTHORIZATION TO ACQUIRE AND USE OWN SHARES


06 For For CONSENT TO THE AGREEMENT ON DOMINATION AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE COMPANY AND E.ON ZWOLFTE VERWALTUNGS GMBH

CommentsThis proposal seeks to transfer the special reserve of the Company between the capital gains and other reserves accounts. The arrangement is designed to improve the tax status of the Company. That is in the best interests of shareholders. A vote is cast in favor.

07 For For CONSENT TO THE AGREEMENT ON DOMINATION AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE COMPANY AND E.ON DREIZEHNTE VERWALTUNGS GMBH

CommentsThis proposal seeks to transfer the special reserve of the Company between the capital gains and other reserves accounts. The arrangement is designed to improve the tax status of the Company. That is in the best interests of shareholders. A vote is cast in favor.

08 For For CHANGE OF THE ARTICLES OF ASSOCIATION REGARDING THE SHAREHOLDERS RIGHT TO SPEAK AND ASK QUESTIONS DUE TO THE INSERTION OF SECTION 131 PARAGRAPH 2 SENTENCE 2 GERMAN STOCK CORPORATION ACT (AKTG) THROUGH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE (UMAG)

CommentsThis proposal amends the Company's articles to comply with recent changes in corporate law. It is in the best interests of shareholders for their company to be in legal compliance and the changes themselves are not objectionable. A vote is cast in favor.

09 Against For ELECTION OF THE AUDITORS FOR THE 2006 FINANCIAL YEAR



CommentsThis proposal seeks the approval of the reappointment of auditors and their remuneration. Normally this would be considered a routine, ministerial proposal and a vote would be cast in favor. At this Company, however, it has been disclosed that the auditors are paid a substantial amount for non-audit work in addition to their audit work. This creates a potential conflict of interest for the auditors. For that reason, a vote is cast against.


1000798.1 12909-0103 300 300 03/31/2006 04/13/2006 04/13/2006



EASTMAN KODAK COMPANY Ticker: EK Annual Meeting Date: 05/10/2006




SEDOL:




PoliciesThis company has underperformed its broad market index and its peer group for the past three years and it's share value has plummetted and represents a loss for shareholders who invested in it during that period. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For RATIFICATION OF THE AUDIT COMMITTEE S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 For Against SHAREHOLDER PROPOSAL REQUESTING RECOUPMENT OF EXECUTIVE BONUSES IN THE EVENT OF A RESTATEMENT.

CommentsThis shareholder proposal requests that the company adopt a policy whereby, in the event the company restates its financial results or makes a significant extraordinary write-off for a given period, the board will review all bonuses and any other awards that were made to senior executives on the basis of having met or exceeded specific performance targets during the restatement period and will recoup for the benefit of the Company all such bonuses or awards to the extent that the specified performance targets were not achieved and focus on those employees most responsible. There is no reason executives should benefit from financial misstatements. A vote is cast in favor.


1000798.1 12909-0109 200 200 03/22/2006 04/29/2006 04/30/2006



EBAY INC. Ticker: EBAY Annual Meeting Date: 06/13/2006




SEDOL:



01 For DIRECTOR

Withheld WILLIAM C. FORD, JR.For DAWN G. LEPOREFor PIERRE M. OMIDYARFor R.T. SCHLOSBERG, III

PoliciesSome incumbent nominees failed to attend 75% of their meetings without a valid excuse. A vote to withhold authority is cast for those nominees with such poor attendance record. Because there is a two-thirds independent director majority, a vote is cast for all other director nominees.

02 Against For TO APPROVE AN AMENDMENT TO OUR 2001 EQUITY INCENTIVE PLAN TO INCREASE BY 30,000,000 THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER OUR 2001 EQUITY INCENTIVE PLAN.


03 Against For TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0103 800 800 04/29/2006 05/31/2006 06/01/2006



EDISON INTERNATIONAL Ticker: EIX Annual Meeting Date: 04/27/2006




SEDOL:





02 For For MANAGEMENT PROPOSAL TO AMEND ARTICLES OF INCORPORATION TO ELIMINATE ARTICLE FIFTH, THE FAIR PRICE PROVISION.


03 For Against SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE .



1000798.1 12909-0107 200 200 03/23/2006 04/24/2006 04/24/2006



EL PASO CORPORATION Ticker: EP Annual Meeting Date: 05/25/2006

Issuer: 28336L City: Holdings Reconciliation Date: 03/27/2006



SEDOL:





02 For Against APPROVAL OF THE ADOPTION OF CUMULATIVE VOTING AS A BY-LAW OR LONG-TERM POLICY.


03 For Against APPROVAL OF THE AMENDMENT TO THE BY-LAWS FOR THE DISCLOSURE OF EXECUTIVE COMPENSATION.

CommentsThis shareholder proposal requests that the Company disclose to stockholders information about the compensation of the Chief Executive Officer and "other named executive officers" including the estimated monetary value of the benefits to which each such named executive officer had any vested rights to on the last day of the reported period under any pension, retirement or deferred compensation plan, including any supplemental executive retirement plan, established by the Company. The Company replies that it is already making such disclosures in its proxy statements and that the disclosures will become even more comprehensive next year under new SEC rules. Given that this information is already being provided by the Company, a vote in favor underlines how important shareholders feel access to such information is for them.


1000798.1 12909-0109 523 523 04/08/2006 05/16/2006 05/17/2006



ELECTRONIC ARTS INC. Ticker: ERTS Annual Meeting Date: 07/27/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF STOCK OPTION EXCHANGE PROGRAM.

CommentsThis proposal would allow the exchange of underwater options for restricted stock grants. Directors and executive officers would not be eligible to participate in the exchange. The exchange ratio is expected to range from 3 to 4 options per 1 restricted stock grant. Advantages of this plan cited by management are the renewal of the potential employee retention incentive and the reduction of option overhang due to the ratio of options surrendered to restricted stock granted. Even with this rationale, the fact is that employees who partake of the exchange will receive some value for their options even if stock prices have decreased, while shareholders see the worth of their stock holdings decline. A vote is cast against the proposal.

03 Against For AMENDMENT TO THE 2000 EQUITY INCENTIVE PLAN.

CommentsThis proposal is related to the previous proposal in that it seeks to increase the number of the Equity Incentive Plan shares allotted to be granted as restricted share awards. This increased allocation would be needed to implement the proposed exchange of underwater options for restricted share grant awards. Since a vote was cast against that proposal, a vote is also cast against this proposal.

04 For For AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN.


05 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.



1000798.1 12909-0109 200 200 07/01/2006 07/20/2006 07/21/2006



ELECTRONIC DATA SYSTEMS CORPORATION Ticker: EDS Annual Meeting Date: 04/18/2006




SEDOL:




PoliciesThis company has underperformed its broad market index and its peer group for the past three years and it's share value has plummetted and represents a loss for shareholders who invested in it during that period. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For RATIFICATION OF APPOINTMENT OF AUDITORS.


03 For Against SHAREHOLDER PROPOSAL ENTITLED DIRECTORS TO BE ELECTED BY MAJORITY VOTE .


04 For Against SHAREHOLDER PROPOSAL ENTITLED INDEPENDENT BOARD CHAIRMAN .



1000798.1 12909-0104 400 400 03/24/2006 04/04/2006 04/05/2006



ELI LILLY AND COMPANY Ticker: LLY Annual Meeting Date: 04/24/2006




SEDOL:




CommentsThe Company has lost share value for the last five years and has underperformed both broad index measures as well as it peer group. A vote is cast against board nominees.

02 Against For RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITORS FOR 2006.


03 For Against PROPOSAL BY SHAREHOLDERS ON EXTENDING THE COMPANY S ANIMAL CARE AND USE POLICY TO CONTRACT LABS.

CommentsThis shareholder proposal requests that the Board issue a report on the feasibility of amending the Company's Animal Care and Use Policy to ensure that it is applied to all contract laboratories and is reviewed with such labs on a regular basis; and that superior standards of care for test animals used by the Company and contract labs contain provisions to ensure that the animals' psychological, social and behavioral needs are met. It's further requested that the Board issue an annual report to shareholders on the extent to which in-house and contract labs are adhering to the policy including the implementation of the psychological enrichment measures. The proposal cites the Company's contract with Covance, Inc., a British lab which lost a suit against People for the Ethical Treatment of Animals (PETA) for publicizing its abuse of lab animals. The Company feels that the additional assurances called for in this proposal are unnecessary given the Company's adherence to government regulations and its adopted Animal Care and Use policy it publishes on its website. It is clear, however, that even with the best of intentions, the standards of treatment of animals at contract labs has lapsed as witnessed by the documented instances of animal abuse at Covance. Given this the Company should be willing to make its animal treatment requirements clear to its subcontractors and to monitor and report on such. A vote is cast in favor of the shareholder proposal.

04 For Against PROPOSAL BY SHAREHOLDERS ON SEPARATING THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.


05 For Against PROPOSAL BY SHAREHOLDERS ON ANNUAL ELECTION OF EACH DIRECTOR.


06 For Against PROPOSAL BY SHAREHOLDERS ON ELECTION OF DIRECTORS BY MAJORITY VOTE.





1000798.1 12909-0108 700 700 03/03/2006 04/13/2006 04/13/2006



EMC CORPORATION Ticker: EMC Annual Meeting Date: 05/04/2006




SEDOL:





02 Against For TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 For Against TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO ELECTION OF DIRECTORS BY MAJORITY VOTE, AS DESCRIBED IN EMC S PROXY STATEMENT.


04 For Against TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO PAY-FOR-SUPERIORPERFORMANCE, AS DESCRIBED IN EMC S PROXY STATEMENT.

CommentsThis shareholder proposal would l establish a pay--for-superior-performance standard in the Company's executive compensation plan. The plan would use peer company performance as a benchmark for making awards and no awards would be made unless the Company's performance exceeded the median or mean performance of the peer companies. This criteria would ensure that compensation awards benefited not only those receiving them, but shareholders as well. A vote is cast in favor of the proposal.

05 For Against TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO ANNUAL ELECTIONS OF DIRECTORS, AS DESCRIBED IN EMC S PROXY STATEMENT.


06 For Against TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED IN EMC S PROXY STATEMENT.

PoliciesThis proposal requests that the Company adopt and communicate to shareholders a policy of having its audit committee consist entirely of independent directors. Having such representation on a key committee would be an effective way to protect shareholder interests. A vote is cast in favor.

Custodian Internal Stock Voted Ballot Received Last Date



Account Name Account Account Class Shares Shares Date Vote Date ConfirmedAFL-CIO Reserve Fund -Ark Asset

1000798.1 12909-0102 1,400 1,400 03/25/2006 05/01/2006 05/01/2006



EMERSON ELECTRIC CO. Ticker: EMR Annual Meeting Date: 02/07/2006




SEDOL:



01 For DIRECTOR

For A. A. BUSCH IIIWithheld A. F. GOLDEN

For V. R. LOUCKS, JR.For J. B. MENZER


02 Against For APPROVAL OF THE EMERSON ELECTRIC CO. 2006 INCENTIVE SHARES PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in the plan could result in excess of 5% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 For For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


04 For Against THE STOCKHOLDER PROPOSAL ON SEVERANCE AGREEMENTS DESCRIBED IN THE PROXY STATEMENT.

CommentsThis shareholder proposal seeks shareholder approval to be required for future severance agreements with senior executives that provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary plus bonus. Key executives usually have ample compensation without golden parachutes, and the proposal would allow almost three times salary and bonus compensation to be given to an executive before shareholder approval is required. This allows the Company to have considerable latitude in developing a severance package before having to put it to shareholders for approval. A vote is cast in favor of the proposal.





1000798.1 12909-0104 300 300 12/21/2005 01/31/2006 01/31/2006



ENSCO INTERNATIONAL INCORPORATED Ticker: ESV Annual Meeting Date: 05/09/2006

Issuer: 26874Q City: Holdings Reconciliation Date: 03/10/2006



SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE AUDIT COMMITTEE S APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2006.



1000798.1 12909-0100 100 100 03/28/2006 05/03/2006 05/04/2006



ENTERGY CORPORATION Ticker: ETR Annual Meeting Date: 05/12/2006

Issuer: 29364G City: Holdings Reconciliation Date: 03/14/2006



SEDOL:



01 For DIRECTOR

For M.S. BATEMANWithheld W.F. BLOUNT

For S.D. DEBREEFor G.W. EDWARDSFor A.M. HERMANFor D.C. HINTZFor J.W. LEONARDFor S.L. LEVENICKFor R. V.D. LUFTFor J.R. NICHOLSFor W.A. PERCY, IIFor W.J. TAUZINFor S.V. WILKINSON


02 For For APPROVAL TO AMEND THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT WITH RESPECT TO THE REMOVAL OF DIRECTORS.

PoliciesThis proposal eliminates a supermajority requirement to remove directors. If a majority of shareholders want to remove a director, they should be allowed to. A vote is cast in favor.

03 Against For APPROVAL OF 2007 EQUITY OWNERSHIP AND LONG TERM CASH INCENTIVE PLAN.

PoliciesA stock plan for employees and non-employee directors is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with shares in other stock plans at the company, the number of shares requested would cause in excess of 5% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the stock option plan.

04 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING 2006.


05 For Against SHAREHOLDER PROPOSAL REGARDING MAJORITY ELECTION OF



DIRECTORS.



1000798.1 12909-0103 200 200 03/31/2006 05/07/2006 05/08/2006



EOG RESOURCES, INC. Ticker: EOG Annual Meeting Date: 05/02/2006

Issuer: 26875P City: Holdings Reconciliation Date: 03/06/2006



SEDOL:



01 For DIRECTOR

For GEORGE A. ALCORNFor CHARLES R. CRISPFor MARK G. PAPAFor EDMUND P. SEGNER, III

Withheld WILLIAM D. STEVENSFor H. LEIGHTON STEWARDFor DONALD F. TEXTORFor FRANK G. WISNER

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).Some incumbent nominees failed to attend 75% of their meetings without a valid excuse. A vote to withhold authority is cast for those nominees with such poor attendance record. Because there is a two-thirds independent director majority, a vote is cast for all other director nominees.

02 For For TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0101 200 200 04/04/2006 04/27/2006 04/27/2006



EQUITY OFFICE PROPERTIES TRUST Ticker: EOP Annual Meeting Date: 05/24/2006




SEDOL:





02 For For RATIFICATION OF THE AUDIT COMMITTEE S APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.



1000798.1 12909-0103 300 300 04/19/2006 05/15/2006 05/15/2006



EQUITY RESIDENTIAL Ticker: EQR Annual Meeting Date: 05/25/2006




SEDOL:





02 Against For RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0107 200 200 04/20/2006 05/16/2006 05/17/2006



EXELON CORPORATION Ticker: EXC Annual Meeting Date: 06/27/2006

Issuer: 30161N City: Holdings Reconciliation Date: 05/12/2006



SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF INDEPENDENT ACCOUNTANT


03 For Against SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER APPROVAL OF FUTURE SEVERANCE BENEFITS

PoliciesThis proposal would require that golden parachutes (lucrative severance packages for key executives who are terminated) which could exceed 2.99 times the sum of the executive's base salary plus cash bonus be approved by shareholders. Such packages can be excessive and unjustified. Shareholders should vote on them. A yes vote is cast.


1000798.1 12909-0101 400 400 05/23/2006 06/01/2006 06/02/2006



EXXON MOBIL CORPORATION Ticker: XOM Annual Meeting Date: 05/31/2006




SEDOL:




CommentsA vote is cast to withhold authority for all nominees to protest the Company's lavish pension benefit of $98 million to its former CEO as well at its lack of responsiveness to shareholder concerns (note the 13 shareholder proposals filed this year). The benefit was inflated by the Company calculating in over $12 million in bonuses to the CEO over the last three years when the Company was only matching its Peer Group in terms of total return to shareholders.

02 Against For RATIFICATION OF INDEPENDENT AUDITORS (PAGE 32)


03 For Against CUMULATIVE VOTING (PAGE 34)


04 For Against MAJORITY VOTE (PAGE 35)


05 For Against INDUSTRY EXPERIENCE (PAGE 37)

CommentsThis shareholder proposal would have the board adopt a policy of annually nominating, wherever possible, at least two independent directors who, without any conflicts of interest with the Company, hold expertise in the oil, gas, or energy industries. Such independent directors who, upon their election to the board, already have an understanding of the complexities of the energy industry, will be able to effectively deal with Company issues from the outset of their board service. A vote is cast in favor of the proposal.

06 Against Against DIRECTOR QUALIFICATIONS (PAGE 38)

CommentsThis shareholder proposal would have the board adopt a policy whereby the chairs of the audit, compensation and nominating committees not be "over committed". The proposal cites serving on more than three boards and having a tenure on the Company's board of over fifteen years as being "consistent" with this proposal's concept of "overcommitted". It also includes not having " a record of serving on



boards with poor governance ratings unless it was clearly a turnaround situation." Corporate governance standards recognize there is a danger of over commitment from serving on multiple boards, but also recognizes that there is a difference between currently employed directors (three board maximum) and directors who are retirees (five board maximum). Judgment on that factor, plus the effect of length of tenure on the board and quality of service on other boards should be left to the shareholder to determine with their vote on the directors. A vote is cast against the proposal.

07 For Against DIRECTOR COMPENSATION (PAGE 40)

CommentsThis shareholder proposal requests that the board annually seek shareholder approval for the compensation package for non-employee directors. In describing the package, every benefit and perquisite of serving as a director that involves an expenditure or use of Company assets, including contributions to charities of particular interest to directors, be listed. The package would become effective if it received at least half of the shareholder votes. If not, the existing non-employee director compensation package would remain in effect. This proposal would give shareholders complete information regarding the total worth of the non-employee director compensation package and a say so as to whether it is appropriate. A vote is cast in favor of the proposal.

08 For Against BOARD CHAIRMAN AND CEO (PAGE 41)


09 For Against EXECUTIVE COMPENSATION REPORT (PAGE 43)

CommentsThis shareholder proposal requests a report comparing the compensation package of the Company's CEO with the Company's lowest paid U.S. workers, an analysis of the trends shown in the comparison, an evaluation of whether the CEO's compensation package is excessive, and an explanation of whether layoffs or level of pay for lowest paid workers should result in an adjustment of executive pay. A report on these factors and how they entered into the board's Compensation Committee's rationale for its executive compensation packages would be useful for shareholders in understanding the board's priorities. A vote is cast in favor of the proposal.

10 For Against EXECUTIVE COMPENSATION CRITERIA (PAGE 45)

PoliciesThis proposal requests that the Board consider non-financial factors, including social and environmental concerns in determining compensation for top executives. A vote is cast for this proposal because social and environmental accountability are important business goals to reverse global trends of waste and degradation and the most effective way for the Company to achieve that is be tieing executive compensation to it.

11 For Against POLITICAL CONTRIBUTIONS REPORT (PAGE 47)


12 For Against CORPORATE SPONSORSHIPS REPORT (PAGE 49)

CommentsThis shareholder proposal requests that the board conduct a special review of the Company's anti-discrimination statement as it pertains to corporate sponsorships and executive perks and publish a report addressing whether the Company pays for event sponsorships or memberships for executives for institutions which discriminate against groups which are protected by the Company's anti-discrimination policy. The Company states that it prohibits discrimination of any kind at the workplace, but that it chooses what events to lend corporate sponsorship to based on its business



needs, corporate social objectives and overall effectiveness. In other words, it does not view an entity's discriminatory practices as a sufficient reason not to provide support with a corporate sponsorship. This makes the Company's anti-discrimination policies and statements look like so much lip service. Shareholders should send a message that they expect the Company to back its anti-discriminatory policies and statements with actions. A report examining the gap between policy and practice would bring clarity to the situation. A vote is cast in favor of the proposal.

13 For Against AMENDMENT OF EEO POLICY (PAGE 50)

CommentsThis shareholder proposal requests that the Company amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and to substantially implement that policy. The Company replies that it has zero tolerance for any form of discrimination, including sexual orientation, and that based on this zero tolerance policy, there is no need for an amendment to specifically address sexual orientation. Being very explicit about the kinds of discrimination the Company's policy pertains to would be very helpful in ensuring that the Company's position on anti-discrimination is clearly understood. A vote is made in support of the proposal.

14 For Against BIODIVERSITY IMPACT REPORT (PAGE 52)

CommentsThis shareholder proposal requests that the independent directors of the Company prepare a report on the potential environmental damage that would result from the Company drilling for oil and gas in protected areas such as national parks, wildlife refuges and World Heritage Sites. The report should consider the implications of a policy of refraining from drilling in such areas and should be available to investors by the 2007 annual meeting. Written as requested, this report would present a balance picture of the environmental effects of drilling in ecologically sensitive areas and the business implication of foregoing working at such sites. A vote is cast for this proposal.

15 For Against COMMUNITY ENVIRONMENTAL IMPACT (PAGE 53)

CommentsThis shareholder proposal requests the board of directors to report to shareholders on how the Company ensures that it is accountable for its environmental impacts in all of the communities where it operates. The proponents of this proposal feel the kind of report they seek can not only help the Company better respond to the demands of reporting the adequacy of environmental impacts on financial statements now required by Sarbanes-Oxley, but also reduce the possibility that current corporate behavior will have negative future financial impacts on the Company. The Company replies that it provides information about environmental conservation work and assessment through its Corporate Citizenship Report on the Company's website. This is not the same kind of report this proposal requests. A vote is cast in favor of the proposal.


1000798.1 12909-0102 4,000 4,000 04/12/2006 05/30/2006 05/30/2006



FEDERATED DEPARTMENT STORES, INC. Ticker: FD Annual Meeting Date: 05/19/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2007.


03 Against For TO ADOPT AN AMENDMENT TO FEDERATED S CERTIFICATE OF INCORPORATION.


04 Against For TO AMEND FEDERATED S 1995 EXECUTIVE EQUITY INCENTIVE PLAN.


05 Against For TO AMEND FEDERATED S 1994 STOCK INCENTIVE PLAN.

CommentsThis proposal seeks to amend the stock option plan of an acquired company to mirror the terms of the Company's 1995 Equity Plan. The Company's plan, referred to in the previous proposal, has a potential dilution of 14.7%. This is excessive, thus a vote is cast against the proposal.

06 Against Against TO ACT UPON A STOCKHOLDER PROPOSAL TO ADOPT A POLICY THAT WOULD LIMIT THE NUMBER OF BOARDS ON WHICH FEDERATED S DIRECTORS MAY CONCURRENTLY SERVE.

CommentsThis shareholder proposal seeks a policy whereby directors are limited from serving on no more than five for-profit boards and no more than three such boards if they are employed full-time. This is a good corporate governance policy, however is somewhat



more restrictive than the policy now used by such entities as the Council Of Institutional Investors, which places a limit of three outside boards for directors employed full-time. While the spirit of this proposal is heartily endorsed, the detail of the number of boards and its slight variance from existing standards, causes a vote against the proposal.


1000798.1 12909-0101 162 162 04/20/2006 05/12/2006 05/12/2006



FIFTH THIRD BANCORP Ticker: FITB Annual Meeting Date: 03/28/2006




SEDOL:





02 For For PROPOSAL TO REMOVE ARTICLE III, SECTION 18 FROM THE CODE OF REGULATIONS TO ELIMINATE THE SUPER-MAJORITY VOTING PROVISIONS CONTAINED IN SUCH SECTION.

PoliciesThis proposal eliminates a supermajority requirement to declassify the board. If a majority of shareholders want to declassify the board they should be allowed to do so. A vote is cast in favor.This proposal eliminates a supermajority requirement to remove directors. If a majority of shareholders want to remove a director, they should be allowed to. A vote is cast in favor.

03 For For PROPOSAL TO AMEND ARTICLE III, SECTION 1 OF THE CODE OF REGULATIONS TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS.


04 For For PROPOSAL TO ADOPT THE AMENDED AND RESTATED FIFTH THIRD BANCORP 1993 STOCK PURCHASE PLAN AND THE ISSUANCE OF UP TO AN ADDITIONAL 1,500,000 SHARES OF COMMON STOCK THEREUNDER.


05 For For PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR 2006.



1000798.1 12909-0100 400 400 03/08/2006 03/14/2006 03/15/2006



FIRST DATA CORPORATION Ticker: FDC Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 For For THE RATIFICATION OF THE ELECTION OF DAVID A. COULTER AS A DIRECTOR.

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a majority of independents on the board to supervise management. There is such a majority here. A vote is cast for all nominees.

03 For For THE RATIFICATION OF THE ELECTION OF HENRY C. DUQUES AS A DIRECTOR.


04 For For THE RATIFICATION OF THE ELECTION OF PETER B. ELLWOOD AS A DIRECTOR.


05 For For THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2006.



1000798.1 12909-0104 546 546 03/31/2006 05/04/2006 05/05/2006



FIRSTENERGY CORP. Ticker: FE Annual Meeting Date: 05/16/2006




SEDOL:





02 For For RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against SHAREHOLDER PROPOSAL

PoliciesThis proposal eliminates a supermajority requirement on any matters subjected to shareholder approval. If a majority of shareholders want to act by written consent, they should be able to. A vote is cast in favor.

04 For Against SHAREHOLDER PROPOSAL



1000798.1 12909-0107 200 200 04/05/2006 05/09/2006 05/10/2006



FORD MOTOR COMPANY Ticker: F Annual Meeting Date: 05/11/2006




SEDOL:





02 Against For RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 For Against RELATING TO DISCLOSURE OF OFFICERS COMPENSATION.


04 For Against RELATING TO THE COMPANY REPORTING ON CAFE LOBBYING EFFORTS.

CommentsThis shareholder proposal requests that the Company prepare a report on its lobbying efforts and financial expenditures intended to influence government regulation of fuel economy standards. Per the statements supporting the proposal, the average fuel economy for vehicles the Company has produced in the U.S. over the last nine years has actually decreased, while the Company has committed to making significant reductions in carbon emissions in vehicles sold in Europe and Australia. The Company's reply states that it takes global warming very seriously and is investing heavily in new technologies for reducing greenhouse gas emissions. The Company feels, however, that the requested focus of the report is too narrow for it to give a picture of the Company's total strategic approach to environmental issues. Knowing what the Company is doing in terms of influencing legislation would give shareholders some useful insight concerning the direction in which the Company wants to move its environmental strategies. A vote is cast in favor of the proposal.

05 For Against RELATING TO ADOPTION OF CUMULATIVE VOTING FOR THE ELECTION OF DIRECTORS.


06 For Against RELATING TO TYING EXECUTIVE COMPENSATION TO A REDUCTION OF LIFETIME PRODUCT GREENHOUSE GAS EMISSIONS.

CommentsThis shareholder proposal requests that the Company review executive compensation with a view toward linking a significant portion of senior executive compensation to progress in reducing lifetime product greenhouse gas emissions from the Company's new passenger vehicles, and issue a report on the review within six months of the annual meeting. In its reply, the Company acknowledges that it is feasible to include



such criteria as a part of broader performance measures for senior executives. Given increasing worldwide concern over global warming and other environmental issues, it would be a forward thinking approach to link executive compensation, in some fashion, to the effectiveness of the Company's strategies for dealing with such issues. A vote is cast in favor of the proposal.

07 For Against RELATING TO CONSIDERATION OF A RECAPITALIZATION PLAN TO PROVIDE THAT ALL COMPANY STOCK HAVE ONE VOTE PER SHARE.

PoliciesThis proposal eliminates unequal voting rights. It is in the best interests of shareholders for all shareholders to have equal voting rights. A vote is cast in favor of the proposal.

08 Against Against RELATING TO PUBLISHING A REPORT ON GLOBAL WARMING/COOLING.

CommentsThis shareholder proposal requests the Company to prepare a "scientific" report on global warming/cooling. The specific items to be addressed include the temperature measurements the Company uses in discussing global warming/cooling; the atmospheric gasses the Company considers to be "greenhouse" gasses; and the effect the Company considers the sun's radiation to have on global warming/cooling. The proposal states that if the Company does not have any formulation or measurement of the items requested, it should say so in the report. The Company replies that the depth of the scientific query involved in addressing the items requested in the report, goes way beyond the scientific resources of the Company. The Company cites a report it has already produced which addresses the issue of climate change from a business perspective. This is the perspective where the Company has its expertise. A vote is cast against the proposal.

09 Against Against RELATING TO THE COMPANY REMOVING REFERENCES TO SEXUAL ORIENTATION FROM ITS EQUAL EMPLOYMENT POLICIES.

CommentsThis shareholder proposal would have the Company exclude any reference to sexual orientation in its equal employment opportunity policy. This would be a step backward for the Company's anti-discrimination efforts. A vote is cast against the proposal.

10 For Against RELATING TO THE COMPANY REQUIRING THAT THE CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES

PoliciesThis proposal seeks to separate the offices of chairman of the board and chief executive officer and have an independent serve as the chair. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions and the chair is independent. A vote is cast in favor.


1000798.1 12909-0860 1,100 1,100 04/08/2006 05/05/2006 05/05/2006



FORTUNE BRANDS, INC. Ticker: FO Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For Against IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED ELECT EACH DIRECTOR ANNUALLY .


04 For Against IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED PAY-FOR-SUPERIOR PERFORMANCE .

CommentsThis shareholder proposal requests that the Board's Executive Compensation Committee establish a pay-for-superior-performance standard in the Company's compensation plan for senior executives. The following principals would be incorporated into the plan: annual bonuses based on financial data would only be awarded if the Company exceeded the median or mean performance of a disclosed group of peer companies on the selected financial criteria; and long-term equity compensation would be based on utilizing financial data and/or stock price performance criteria that can be benchmarked against peer group performance. Options, or restricted shares, etc., would be structured so that compensation is received only when Company performance exceeds the median or mean performance of peer group companies on the selected criteria. Closely linking compensation rewards with Company performance is good corporate practice for building sustainable long-term corporate value. A vote is cast in favor of the proposal.


1000798.1 12909-0101 100 100 03/14/2006 04/17/2006 04/17/2006



FRANKLIN RESOURCES, INC. Ticker: BEN Annual Meeting Date: 01/26/2006




SEDOL:



01 For DIRECTOR

For SAMUEL H. ARMACOSTWithheld HARMON E. BURNS

For CHARLES CROCKERFor JOSEPH R. HARDIMANFor ROBERT D. JOFFE

Withheld CHARLES B. JOHNSONWithheld RUPERT H. JOHNSON, JR.

For THOMAS H. KEANFor CHUTTA RATNATHICAM

Withheld PETER M. SACERDOTEFor LAURA STEIN

Withheld ANNE M. TATLOCKFor LOUIS E. WOODWORTH


02 Against For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2006.



1000798.1 12909-0101 200 200 01/03/2006 01/12/2006 01/12/2006



FREESCALE SEMICONDUCTOR, INC. Ticker: FSL Annual Meeting Date: 04/21/2006

Issuer: 35687M City: Holdings Reconciliation Date: 02/21/2006



SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF KPMG LLP, OUR INDEPENDENT AUDITORS, FOR FISCAL 2006.



1000798.1 12909-0206 154 154 03/17/2006 04/06/2006 04/06/2006



GANNETT CO., INC. Ticker: GCI Annual Meeting Date: 04/18/2006




SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO RATIFY ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2006 FISCAL YEAR.


03 Against For PROPOSAL TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE MEASURES IN THE COMPANY S 2001 OMNIBUS INCENTIVE COMPENSATION PLAN.

CommentsThis proposal seeks shareholder re-approval of the material terms of the performance measures included in the Company's 2001 Omnibus Incentive Compensation Plan. However, the plan contains only a list of categories by which performance could be assessed rather than the specific performance levels which would be used to make awards under the plan. Because of this lack of specificity a vote is cast against the proposal.

04 For Against SHAREHOLDER PROPOSAL CONCERNING ANNUAL ELECTION OF DIRECTORS.


05 For Against SHAREHOLDER PROPOSAL CONCERNING INDEPENDENT BOARD CHAIRMAN.



1000798.1 12909-0101 200 200 03/11/2006 04/05/2006 04/05/2006



GAP, INC. Ticker: GPS Annual Meeting Date: 05/09/2006




SEDOL:





02 For For RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE REGISTERED PUBLIC ACCOUNTING FIRM.


03 Against For TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 1996 STOCK OPTION AND AWARD PLAN TO BE KNOWN THEREAFTER AS THE 2006 LONG-TERM INCENTIVE PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 15% dilution of current shareholder equity.The existing plan itself does not specify performance standards upon which to base the granting of options.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the stock option plan.


1000798.1 12909-0108 500 500 03/31/2006 05/02/2006 05/03/2006



GENERAL DYNAMICS CORPORATION Ticker: GD Annual Meeting Date: 05/03/2006




SEDOL:



01 For For DIRECTOR


02 For For SELECTION OF INDEPENDENT AUDITORS


03 For Against SHAREHOLDER PROPOSAL WITH REGARD TO MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS


04 For Against SHAREHOLDER PROPOSAL WITH REGARD TO AUTOMATIC DISQUALIFICATION OF DIRECTORS WHO FAIL TO RECEIVE A MAJORITY OF AFFIRMATIVE VOTES CAST

CommentsThis shareholder proposal would prohibit a director from standing for election if that director was elected for an immediately preceding term in an uncontested election in which he or she received more "withheld" votes than "for" votes. The principal that directors should serve only if they a majority vote from the shareholders is basic good corporate governance. A vote is cast in favor of this shareholder proposal.

05 For Against SHAREHOLDER PROPOSAL WITH REGARD TO INDEPENDENT BOARD CHAIRMAN


06 For Against SHAREHOLDER PROPOSAL WITH REGARD TO CORPORATE POLITICAL CONTRIBUTIONS

CommentsThis shareholder proposal would have the Company produce a report listing its policies and procedures for monetary and non-monetary political contributions and expenditures, including monies paid to trade organizations and tax exempt organizations which would be used for political activities. The Company replies that federal law prohibits the corporation from contributing to candidates for federal office or to political committees influencing federal elections. The Company does, however, have a Political



Action Committee (PAC) which receives voluntary donations from management level employees. Per the Company, all contributions the PAC makes go through a rigorous internal review process to ensure they represent the best interests of the Company and the shareholders. All PAC contributions are reported the Federal Election Commission. A report outlining how the contribution review process works accompanied by a list of contributions provided to the FEC seems fairly easy to compile, and would give shareholders a convenient source for referencing this important information. A vote is cast in favor of the proposal..

07 For Against SHAREHOLDER PROPOSAL WITH REGARD TO SUSTAINABILITY REPORT

CommentsThis proposal requests the Board of Directors to prepare a "sustainability" (how companies interact with their workers and the communities where they operate, source and sell their products) report which will include a review of current Company policies and practices related to social, environmental and economic sustainability and a summary of long-term plans to integrate sustainability objectives throughout the Company's operations. The proponent states that good corporate citizenship goes beyond the traditional business functions of creating jobs and paying taxes, to include corporate practices designed to protect human rights, worker rights, land and the environment, and a commitment to pay a sustainable living wage to its employees and workers of suppliers. Such a report would provide shareholders with useful information in evaluating the Company's plans, policies and practices. A vote is cast in favor.


1000798.1 12909-0108 200 200 04/04/2006 04/27/2006 04/28/2006



GENERAL ELECTRIC COMPANY Ticker: GE Annual Meeting Date: 04/26/2006




SEDOL:



A Withheld For DIRECTOR


B For For RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR




02 Against Against CURB OVER-EXTENDED DIRECTORS

CommentsThis shareholder proposal requests that board service for the Company's directors be limited to a total of three directorships or five if the director is retired. This standard is more restrictive than the usually employed criteria of three to five directorships other than the Company's board. There are several sitting independent members of the Company's board who have served the Company well who would not be in compliance with this more limited policy. The current board service criteria recognizes the importance of not allowing directors to spread themselves too thin, while giving them somewhat more latitude to serve on other boards. In support of the current policy, a vote is cast against this proposal.

03 For Against ONE DIRECTOR FROM THE RANKS OF RETIREES

CommentsThis shareholder proposal seeks adoption of a policy that each year, one of the director nominees be a , non-executive retiree of the Company. The proposal cites the statement by a former Chairman of the Board that the Company's retirees are the largest block of shareholders of the Company. In addition to bringing to the board the perspective of a major group of shareowners, a retired employee director would come onto the Board already having a good deal of knowledge and insight about how the Company operates. This combination of insight about and understanding of the Company would be a useful allocation of one of the fifteen seats on the Board. A vote is cast in favor of the proposal.

04 For Against INDEPENDENT BOARD CHAIRMAN

PoliciesThis proposal seeks to separate the offices of chairman of the board and chief executive officer and have an independent serve as the chair. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the



positions and the chair is independent. A vote is cast in favor.05 For Against DIRECTOR ELECTION MAJORITY VOTE STANDARD


06 For Against REPORT ON GLOBAL WARMING SCIENCE

CommentsThis shareholder proposal requests that the Board of Directors report to shareholders on the scientific and economic analyses relevant to the Company's climate change policy omitting proprietary information and at reasonable cost. The proposal cites GE's Ecomagination initiative which, according to the proposal's author, is based in part on the supposition that human activity harms the global . Also cited is the Company's 2005 Citizenship Report that the Company strives to base its public policy positions on sound facts, detailed analysis and consideration of competing analysis. It goes on to state that Greenhouse Gas emissions most be reduced. The Company responds that it has never adopted a climate change policy. Given that the Company has made the above statement and has embarked on a business strategy called GE Ecomagination which seeks to develop new energy efficient, environmentally friendly products, it seems that it is time that the Company clearly state a policy, including the rationale and supporting data, toward the issue of climate change. To this end a vote is cast in favor of the proposal.c


1000798.1 12909-0103 6,500 6,500 03/09/2006 04/19/2006 04/20/2006



GENERAL MOTORS CORPORATION Ticker: GM Annual Meeting Date: 06/06/2006




SEDOL:





02 Against For DIRECTORS RECOMMEND: A VOTE FOR THE RATIFICATION OF AUDITORS. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE FOR THE YEAR 2006


03 For Against STOCKHOLDER PROPOSAL - PROHIBITION ON AWARDING, REPRICING, OR RENEWING STOCK OPTIONS

CommentsThis shareholder proposal requests that the board take the necessary steps so that no future new stock options are awarded to anyone, nor that any current stock options are repriced or renewed (unless there is an existing contract to do so). The proposal is prompted by the granting of generous stock option awards to senior executives even while company performance is poor and stockholders' share value is deteriorating. It is understood that stock options are a useful tool in crafting compensation packages, however, such rewards must be linked to specific levels of performance. Shareholders, not just senior management, should benefit from the granting of options. Until this balance is reached a vote to eliminate future option awards is cast.

04 Against Against STOCKHOLDER PROPOSAL - PUBLICATION OF A REPORT ON GLOBAL WARMING/COOLING

CommentsThis shareholder proposal requests the Company to prepare a "scientific" report on global warming/cooling. The specific items to be addressed include the temperature measurements the Company uses in discussing global warming/cooling; the atmospheric gasses the Company considers to be "greenhouse" gasses; and the effect the Company considers the sun's radiation to have on global warming/cooling. The proposal states that if the Company doesnt have any formulation or measurement of the items requested, it should say so. The Company replies that the depth of the scientific query involved in addressing the items requested in the report, goes way beyond the scientific resources of the Company. The Company cites a report it has already produced which addresses the issue of climate change from a business perspective. This is the perspective where the Company has its expertise. A vote is cast against the proposal.

05 For Against STOCKHOLDER PROPOSAL - SEPARATION OF ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER


06 For Against STOCKHOLDER PROPOSAL - RECOUPING UNEARNED INCENTIVE BONUSES

Comments



This shareholder proposal requests the board to adopt a policy to recoup, for the benefit of the Company, all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved. Restatements are one means of determining unearned bonuses. A vote is cast in favor of this proposal because incentive compensation should be paid and retained only if the Company has legitimately reached the performance benchmarks which are the basis for the payments.

07 For Against STOCKHOLDER PROPOSAL - CUMULATIVE VOTING


08 For Against STOCKHOLDER PROPOSAL - MAJORITY VOTING FOR ELECTION OF DIRECTORS



1000798.1 12909-0105 400 400 04/28/2006 05/24/2006 05/25/2006



GENZYME CORPORATION Ticker: Annual Meeting Date: 05/25/2006




SEDOL:



01 For DIRECTOR

For DR. VICTOR DZAUWithheld SENATOR CONNIE MACK

For HENRI A. TERMEER


02 Against For A PROPOSAL TO AMEND THE 2004 EQUITY INCENTIVE PLAN TO PROVIDE FOR THE GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS AND INCREASE THE NUMBER OF SHARES OF COMMON STOCK COVERED BY THE PLAN BY 7,000,000 SHARES.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in this plan could result in excess of 15% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 Against For A PROPOSAL TO AMEND THE 1998 DIRECTOR STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK COVERED BY THE PLAN BY 300,000 SHARES.

PoliciesThis proposal establishes a stock plan for outside directors. Total director compensation is excessive and stock is granted without regard to company performance or director attendance. That is not in the best interests of shareholders. A vote is cast against.

04 For For THE AMENDMENT AND RESTATEMENT OF OUR RESTATED ARTICLES OF ORGANIZATION TO DECLASSIFY OUR BOARD SO THAT, BEGINNING IN 2007, ALL DIRECTORS ARE ELECTED FOR ONE-YEAR TERMS.


05 Against For A PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS FOR 2006.




06 For Against A SHAREHOLDER PROPOSAL THAT EXECUTIVE SEVERANCE ARRANGEMENTS BE APPROVED BY SHAREHOLDERS.



1000798.1 12909-0104 200 200 04/14/2006 05/16/2006 05/17/2006



GILEAD SCIENCES, INC. Ticker: GILD Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 Against For TO APPROVE AN AMENDMENT TO GILEAD S 2004 EQUITY INCENTIVE PLAN.

CommentsThe Company is proposing a number of changes to its 2004 Equity Incentive Plan which it says acknowlledge that "stock based compensation is a valuable and limited resource and that stockholders expect us to utilize this tool in an efficient manner". Even with these sentiments, the proposed changes result in a plan with dilution potential of 16% -- above the average for peer companies -- no specific performance criteria, and excessive formulaic option grants to directors. Based on these factors a vote is cast against the proposal.

04 Against For TO APPROVE GILEAD S CODE SECTION 162(M) BONUS PLAN AND CERTAIN PERFORMANCE-BASED PROVISIONS THEREUNDER.


05 Against For TO APPROVE AN AMENDMENT TO GILEAD S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF GILEAD S COMMON STOCK FROM 700,000,000 TO 1,400,000,000 SHARES.


06 For Against TO APPROVE A STOCKHOLDER PROPOSAL REQUESTING A REPORT ON THE HIV/AIDS, TUBERCULOSIS AND MALARIA PANDEMIC.

CommentsThis shareholder proposal requests that the Company review the economic effects of the HIV/AIDS, tuberculosis and malaria pandemics on the Company's business strategies, and its initiatives to date and report to shareholders. The proposal cites the potentially profound effect the growth of these diseases could have on pharmaceutical companies



which produce drugs aimed at such diseases and that such a report would "improve our ability to evaluate our investment". The Company replies that it does not produce tuberulosis or malaria-related drugs and that the requested report would not contribute to investors understanding of the impact of HIV/AIDS on the Company's business strategy. The proposal appears to be aimed at achieving more disclosure of the Company's programs for providing HIV/AIDS to impoverished people in third world countries. The Company states that the global HIV/AIDS pandemic is already a priority for the Company, and that it it has a program to reduce or eliminate the cost of drugs to people who cannot afford them. Even with this being the case, only a small number of countries the program is targeted toward currently have the program in place. Pending regulatory approvals are holding it up in the vast majority of countires which are in need of this program. The requested shareholder report would make available information on the Company's progress in getting the required approvals. A vote is cast in favor.


1000798.1 12909-0103 300 300 03/31/2006 05/04/2006 05/04/2006



GOLDEN WEST FINANCIAL CORPORATION Ticker: GDW Annual Meeting Date: 05/03/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY S INDEPENDENT OUTSIDE AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0106 200 200 03/10/2006 05/01/2006 05/02/2006



GUIDANT CORPORATION Ticker: GDT Special Meeting Date: 03/31/2006




SEDOL:



01 For For TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 25, 2006, AMONG BOSTON SCIENTIFIC CORPORATION, GALAXY MERGER SUB, INC., A WHOLLY OWNED SUBSIDIARY OF BOSTON SCIENTIFIC CORPORATION, AND GUIDANT CORPORATION, PURSUANT TO WHICH GALAXY MERGER SUB, INC. WILL MERGE WITH AND INTO GUIDANT CORPORATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.

CommentsThis proposal seeks shareholder approval of the Company being acquired by Boston Scientific. The Company is a multi-national company that designs, manufactures and markets medical devices for use in the treatment of cardiac and vascular disease. Boston Scientific is a worldwide leader in the development, manufacturing and marketing of medical devices used by interventional medical specialists. The Board recommends shareholder approval because of the amount of the consideration offered and the fact that a portion of it will be in Boston Scientific stock, thus allowing shareholders to retain an equity interested in the combined company . Per the terms of the acquisition, each share of Company stock will be exchanged for $42.00 cash and the equivalent of some $38.00 of Boston Scientific stock. This represents a premium of 4% based on the closing price of Company stock the day before the transaction was agreed to (30% based on the average closing price of Company shares for the five days beginning 60 days before the agreement). An opinion has been issued by J.P. Morgan Securities that the terms are fair to the Company's shareholders. For those reasons, a vote is cast in favor of the proposal.


1000798.1 12909-0105 200 200 03/07/2006 03/15/2006 03/15/2006



GULF ISLAND FABRICATION, INC. Ticker: GIFI Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 Against For TO VOTE ON AN AMENDMENT TO THE 2002 STOCK INCENTIVE PLAN.

CommentsThis proposal would amend the Company's 2002 Stock Incentive Plan to eliminate the limit of 50,000 shares which may be issued as restricted shares from the total number of shares authorized to be awarded through the plan . Restricted shares have a more tenuous relation to Company performance than do stock option awards in that restricted shares will always have some base value whereas options may become worthless if Company performance deteriorates below their granting price. Further there are no set performance standards in the plan for making the incentive awards. A good stock incentive plan will grant awards linked to personal and Company performance, which is why a vote is cast against this proposal.


1000798.1 12909-0102 300 300 03/22/2006 04/20/2006 04/21/2006



HALLIBURTON COMPANY Ticker: HAL Annual Meeting Date: 05/17/2006




SEDOL:



01 For DIRECTOR

For A.M. BENNETTFor J.R. BOYDFor R.L. CRANDALLFor K.T DERR

Withheld S.M. GILLISFor W.R. HOWELLFor R.L. HUNTFor D.J. LESARFor J.L.MARTINFor J.A. PRECOURTFor D.L. REED


02 Against For PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS.


03 For For PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION.

PoliciesThe company seeks to increase the number of common shares authorized to effecuate a stock split. Splits increase liquidity at no cost to current shareholder equity. For those reasons, a vote is cast in favor.

04 For For PROPOSAL ON SEVERANCE AGREEMENTS.

CommentsThis management proposal seeks adoption of a policy that will require shareholder approval of future severance agreements that pay more than 2.99 times an executive's salary and bonus. This is the exact type of proposal that shareholders typically submit on an advisory basis and the Company should be congratulated on submitting a binding proposal. A vote is cast in favor.

05 For Against PROPOSAL ON HUMAN RIGHTS REVIEW.

CommentsThis proposal requests that the Company review its policies related to human rights, compare them to the principles of the United Nation's International labor Organization (ILO) on workplace human rights, and to report to the shareholders on what areas it needs to adopt and implement additional policies. Reports on human rights abuses



in the overseas subsidiaries and suppliers of some U.S. based companies has led to an increased public awareness of the problems of child labor, "sweatshop" conditions, and the denial of labor rights in U.S. corporate overseas operations. This can lead to negative publicity, public protests and a loss of consumer confidence which can have a negative impact on shareholder value. The review and report requested in this proposal will enable the Company to make a meaningful assessment of its policies and provide useful information for shareholders. Therefore, a vote is cast in favor of this proposal.

06 For Against PROPOSAL ON DIRECTOR ELECTION VOTE THRESHOLD.


07 For Against PROPOSAL ON POISON PILL.

PoliciesThis proposal requests the company to redeem its poison pill plan or submit it to a vote of shareholders. Since poison pills can be used to discourage takeovers that are beneficial to shareholders, a vote is cast in favor of the proposal.


1000798.1 12909-0101 600 600 04/25/2006 05/08/2006 05/09/2006



HARLEY-DAVIDSON, INC. Ticker: HDI Annual Meeting Date: 05/01/2006




SEDOL:



01 For DIRECTOR

Withheld JEFFREY L. BLEUSTEINWithheld DONALD A. JAMES

For JAMES A. NORLINGWithheld JAMES L. ZIEMER


02 Against For RATIFICATION OF SELECTION OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS.



1000798.1 12909-0108 200 200 04/04/2006 04/23/2006 04/24/2006



HCA INC. Ticker: HCA Annual Meeting Date: 05/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS DESCRIBED IN THE PROXY STATEMENT


03 For Against APPROVAL OF SHAREHOLDER PROPOSAL NO. 1, AS DESCRIBED IN THE PROXY STATEMENT

PoliciesThis proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options. This would be a good way to better align the interests of shareholders and senior executives. A vote is cast for.

04 For Against APPROVAL OF SHAREHOLDER PROPOSAL NO. 2, AS DESCRIBED IN THE PROXY STATEMENT

CommentsThis proposal requests that the Board adopt a policy under which senior executives and directors commit to hold throughout their tenure at least 75% of all HCA shares that they obtain through equity based compensation. The proposal was prompted by a Thompson Research report that over 20 Company insiders sold approximately $160 million of HCA shares last year with a number of the transactions occurring not long before an earnings warning in July, after which the stock price declined. Most of the transactions involved were followed by an immediate sale of the shares acquired. The SEC is conducting an investigation into these trades. It is in the best interests of shareholders for their interests to be aligned with senior executives by the executives holding shares and the policy requested here is appropriate in light of the questionable insider trading that still under investigation. A vote is cast in favor.


1000798.1 12909-0109 300 300 04/18/2006 05/15/2006 05/16/2006



HEWLETT-PACKARD COMPANY Ticker: HPQ Annual Meeting Date: 03/15/2006




SEDOL:



01 For For DIRECTOR


02 Against For PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2006.


03 Against For PROPOSAL TO APPROVE THE HEWLETT-PACKARD COMPANY 2005 PAY-FOR-RESULTS PLAN.

CommentsA cash bonus plan is established by this proposal. Awards are not made pursuant to specific performance standards. That is not in the best interests of shareholders. Therefore, a vote is cast against.

04 For Against STOCKHOLDER PROPOSAL ENTITLED DIRECTOR ELECTION MAJORITY VOTE STANDARD PROPOSAL .

CommentsThis shareholder proposal requests the Board to amend its corporate documents to provide nominees standing for election to the board must receive the vote of a majority of shares entitled to vote at an annual meeting of the shareholders in order to be elected. Currently, directors only need a plurality of votes to win re-election, which ensures the re-election of all incumbents who are running without opposition. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns (e.g., against Eisner at Disney or against three nominees at Safeway) that are waged against incumbent directors who shareholders feel are not responsive. Such vote no campaigns are currently just symbolic protest votes. A vote is cast in favor of this proposal.

05 For Against STOCKHOLDER PROPOSAL ENTITLED RECOUP UNEARNED MANAGEMENT BONUSES .

CommentsThis shareholder proposal requests that the Board adopt a policy whereby, in the event of a significant restatement of financial results or significant extraordinary write-off, the board will review bonuses made to senior executives during the restatement period which were based on attaining performance goals and seek to recoup any portion of the bonuses which were attributable to the incorrect financial reports or the write-offs. The Company replies that it has a substantially similar policy already in place. The difference, however, is that the Company limits its policy for recouping unearned bonuses to situations involving fraud or misconduct. Moreover the Company makes no commitment to include a provision to recoup unearned bonuses in future executive compensation agreements. For these reasons a vote is cast in favor of the proposal.




1000798.1 12909-0103 1,732 1,732 01/27/2006 03/02/2006 03/03/2006



HONDA MOTOR CO., LTD. Ticker: HMC Annual Meeting Date: 06/23/2006




SEDOL:



01 For For APPROVAL OF PROPOSAL FOR APPROPRIATION OF RETAINED EARNINGS FOR THE 82ND FISCAL YEAR.

PoliciesThe approval of financial statements, allocation of income and the discharge of directors. These are normally routine, bookkeeping and ministerial matters. No objection has been raised. A vote in favor is cast.

02 For For PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION.

PoliciesThis proposal amends the company's articles to comply with recent changes in corporate law. It is in the best interests of shareholders for their company to be in legal compliance and the changes themselves are not objectionable. A vote is cast in favor.

03 For DIRECTORWithheld TAKEO FUKUIWithheld SATOSHI AOKIWithheld MINORU HARADAWithheld MOTOATSU SHIRAISHIWithheld SATOSHI DOBASHIWithheld ATSUYOSHI HYOGOWithheld SATOSHI TOSHIDAWithheld KOKI HIRASHIMAWithheld KOICHI KONDOWithheld TORU ONDAWithheld AKIRA TAKANOWithheld MIKIO YOSHIMIWithheld SHIGERU TAKAGIWithheld HIROSHI KURODA

For SATORU KISHIFor KENSAKU HOGEN

Withheld HIROYUKI YOSHINOWithheld TETSUO IWAMURAWithheld TATSUHIRO OYAMAWithheld FUMIHIKO IKE


04 Against For PAYMENT OF BONUS TO DIRECTORS AND CORPORATE AUDITORS FOR THE 82ND FISCAL YEAR.

CommentsThis proposal seeks to distribute profit-sharing bonuses for key executives. The plan does not specify performance standards on which to base the bonus which make it impossible to judge the validity of the plan. A vote is cast against.

05 Against For PRESENTATION OF RETIREMENT ALLOWANCE TO RETIRING DIRECTOR FOR HIS RESPECTIVE SERVICES.

CommentsThis seeks approval of retirement bonuses for directors and statutory auditors. They presumably have been fairly compensated for their services and the company



fails to explain why this bonus is appropriate. A vote is cast against.


1000798.1 12909-0308 400 400 06/06/2006 06/12/2006 06/13/2006



HONEYWELL INTERNATIONAL INC. Ticker: HON Annual Meeting Date: 04/24/2006




SEDOL:





02 Against For APPROVAL OF INDEPENDENT ACCOUNTANTS


03 Against For 2006 STOCK INCENTIVE PLAN

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the stock option plan.

04 Against For 2006 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


05 For Against MAJORITY VOTE


06 For Against DIRECTOR COMPENSATION

CommentsThis shareholder proposal requests that future compensation packages for non-employee directors be approved by shareholders and that every benefit and perquisite for the non-employee directors that involves an expenditure or use of company assets



be identified. The current annualized value of compensation received by a Company outside director is estimated to be $249,433, which does not include the value of travel, health and life insurance that the outside directors also receive. Given that over the past five years the Company has lost nearly $12 on a $100 investment and underperformed both its peer group and broad market index, it is understandable why the proponent seeks shareholder approval of future compensation packages for non-employee directors. A vote is cast in favor.

07 For Against RECOUP UNEARNED MANAGEMENT BONUSES


08 For Against ONONDAGA LAKE ENVIRONMENTAL POLLUTION

CommentsThis shareholder proposal requests that the Company report to shareholders on what steps the Company has taken to educate the public and the communalities in and around Lake Onondaga about the dangers and hazards of consuming fish and water from it. Lake Onondaga is one of the most polluted in the U.S. and the New York State Department of Environmental Conservation has issued a "Record of Decision" that names the Company as the main potentially responsible party for a remediation plan. The requested report would provide shareholders with valuable information on what steps the Company is taking to address this issue. A vote is cast in favor.

09 For Against SEPARATE VOTE ON GOLDEN PAYMENTS

CommentsThis shareholder proposal requests that the Board of Directors adopt a policy that any merger that includes golden parachutes or "golden hellos" (a large signing bonus for a new executive) be required to allow shareholders to vote on the dollar amount of such golden pay as a separate line item on the same ballot. This is a problem throughout Corporate America (more than a half billion dollars were paid in golden parachutes to executives in the WellPoint Health Networks and Anthem meager in 2004) and there is a bad history at this Company--a former CEO received a $4 million lifetime annual retirement benefit when the Company merged with Allied Signal and the incoming CEO's agreement in 2002 included a $59 million "golden hello". Having separate votes on mergers and golden parachutes/golden hellos would be an important reform and in the best interests of shareholders. A vote is cast in favor.


1000798.1 12909-0106 500 500 03/15/2006 04/11/2006 04/11/2006



HOSPIRA, INC. Ticker: HSP Annual Meeting Date: 05/17/2006




SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2006.



1000798.1 12909-0100 100 100 04/01/2006 05/08/2006 05/09/2006



HOVNANIAN ENTERPRISES, INC. Ticker: HOV Annual Meeting Date: 03/08/2006




SEDOL:



01 For DIRECTOR

Withheld K. HOVNANIANWithheld A. HOVNANIAN

For R. COUTTSWithheld G. DECESARIS, JR.

For E. KANGASFor J. MARENGI

Withheld J. ROBBINSFor J. SORSBYFor S. WEINROTH


02 For For RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED OCTOBER 31, 2006.



1000798.1 12909-0203 200 200 02/07/2006 02/20/2006 02/21/2006



ILLINOIS TOOL WORKS INC. Ticker: ITW Annual Meeting Date: 05/05/2006




SEDOL:



01 For DIRECTOR

Withheld WILLIAM F. ALDINGERFor MICHAEL J. BIRCKFor MARVIN D. BRAILSFORDFor SUSAN CROWNFor DON H. DAVIS, JR.For ROBERT C. MCCORMACKFor ROBERT S. MORRISONFor JAMES A. SKINNERFor HAROLD B. SMITHFor DAVID B. SPEER


02 For For APPROVAL OF THE AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION.

PoliciesThe company seeks to increase the number of common shares authorized to effecuate a stock split. Splits increase liquidity at no cost to current shareholder equity. For those reasons, a vote is cast in favor.

03 Against For APPROVAL OF THE ILLINOIS TOOL WORKS INC. 2006 STOCK INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 15% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan has not been established by an independent compensation committee of the Board, comprised solely of two or more outside directors.Thus, a vote is cast against the stock option plan.

04 Against For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP.


05 For Against TO VOTE ON A STOCKHOLDER PROPOSAL REGUIRING IMPLEMENTATION OF CERTAIN BUSINESS PRINCIPLES FOR WORKERS IN CHINA.

Comments



This proposal requests that the Company commit itself to the implementation of a code of corporate conduct based on the principles of the United Nation's International labor Organization (ILO) on workplace human rights standards in the People's Republic of China, where the Company has operations. Reports of human rights abuses in the overseas subsidiaries and suppliers of some U.S. based companies has led to an increased public awareness of the problems of child labor, "sweatshop" conditions, and the denial of labor rights in U.S. corporate overseas operations. This can lead to negative publicity, public protests and a loss of consumer confidence which can have a negative impact on shareholder value. Therefore, a vote is cast in favor of this proposal.

06 For Against TO VOTE ON A STOCKHOLDER PROPOSAL REQUIRING A MAJORITY VOTE FOR ELECTION OF DIRECTORS



1000798.1 12909-0109 200 200 03/31/2006 04/27/2006 04/28/2006



INGERSOLL-RAND COMPANY LIMITED Ticker: IR Annual Meeting Date: 06/07/2006

Issuer: G4776G City: Holdings Reconciliation Date: 04/10/2006



SEDOL:



01 For For DIRECTOR


02 For For APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THE AUDITORS REMUNERATION.



1000798.1 12909-0101 400 400 04/27/2006 05/26/2006 05/27/2006



INTEL CORPORATION Ticker: INTC Annual Meeting Date: 05/17/2006




SEDOL:



1A For For ELECTION OF DIRECTOR: CRAIG R. BARRETT

CommentsThis board does have a two-thirds majority of independent outsiders on it, but two of them (Guzy and Thornton) serve on more than three other boards of publicly traded companies, which is not in the best interests of shareholders. Therefore, a vote is cast in favor of all nominees except Guzy and Thornton.

1B For For ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY

1C For For ELECTION OF DIRECTOR: E. JOHN P. BROWNE

1D Against For ELECTION OF DIRECTOR: D. JAMES GUZY

1E For For ELECTION OF DIRECTOR: REED E. HUNDT

1F For For ELECTION OF DIRECTOR: PAUL S. OTELLINI

1G For For ELECTION OF DIRECTOR: JAMES D. PLUMMER

1H For For ELECTION OF DIRECTOR: DAVID S. POTTRUCK

1I For For ELECTION OF DIRECTOR: JANE E. SHAW

1J Against For ELECTION OF DIRECTOR: JOHN L. THORNTON

1K For For ELECTION OF DIRECTOR: DAVID B. YOFFIE

02 For For AMENDMENT OF THE SECOND RESTATED CERTIFICATE OF INCORPORATION ( CERTIFICATE OF INCORPORATION ) TO REPEAL ARTICLE 10 (THE FAIR PRICE PROVISION )

CommentsThis management proposal eliminates an existing "fair price" provision in the Company's articles. Such provisions can discourage acquisitions that can be beneficial to shareholders. A vote is cast in favor.

03 For For AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO REPEAL ARTICLE 7 AND ARTICLE 12 (THE SUPERMAJORITY VOTE PROVISIONS )


04 Against For RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR


05 Against For APPROVAL OF THE 2006 EQUITY INCENTIVE PLAN




06 For For APPROVAL OF THE 2006 STOCK PURCHASE PLAN



1000798.1 12909-0100 3,800 3,800 04/04/2006 05/08/2006 05/09/2006



INTERNATIONAL BUSINESS MACHINES CORP Ticker: IBM Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

For C. BLACKFor K.I. CHENAULT

Withheld J. DORMANNWithheld M.L. ESKEWWithheld S.A. JACKSON

For M. MAKIHARAFor L.A. NOTOFor J.W. OWENSFor S.J. PALMISANOFor J.E. SPEROFor S. TAURELFor C.M. VEST

Withheld L.H. ZAMBRANO

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees. A vote is cast to withhold authority for the insider nominees who serve on those committees.Some incumbent nominees failed to attend 75% of their meetings without a valid excuse. A vote to withhold authority is cast for those nominees with such poor attendance record.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 Against For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. (PAGE 26)


03 For Against STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING (PAGE 27)


04 For Against STOCKHOLDER PROPOSAL ON: PENSION AND RETIREMENT MEDICAL (PAGE 27)

CommentsThis proposal request that the Company end age discrimination in its retirement policies by allowing all employees, regardless of age, to be able to choose pension and retirement medical insurance under the terms in effect at the Company prior to 1995. This proposal was prompted by the Company's unilateral decision to switch from a traditional defined benefit pension plan to a cash balance plan, which caused



a groundswell of employee discontent. The proponent's position has been affirmed in federal litigation which the Company is now appealing. The choice option in this proposal would recognize the legitimate rights and expectations of the Company's employees, which is in the best interests of shareholders. A vote is cast in favor.

05 For Against STOCKHOLDER PROPOSAL ON: EXECUTIVE COMPENSATION (PAGE 29)

CommentsThis proposal requests that the Company adopt a policy that the compensation of senior executives will be determined in the future without regard to any "pension income" from a defined benefit pension plan that accounting rules may required the Company to treat as an addition to its reported income and earnings per share. This past practice of the Company has come under much criticism, especially since it was coupled with the Company's efforts to abolish its defined benefit plan in favor of a cash balance plan. It is in the best interests of shareholders that executive compensation be based on income from operations, for which they have responsibility, and not from appreciation in pension plan investments. A vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL ON: DISCLOSURE OF EXECUTIVE COMPENSATION (PAGE 29)

CommentsThis proposal urges the board of directors to establish a policy and practice to provide full and transparent disclosure of all forms of compensation issued and promised to company executive officers. The SEC has proposed new rules to achieve this because it has become clear that the current system is lacking in comprehension and clarity. It is in the best interests of shareholder to be fully informed on executive compensation in order to better evaluate the compensation plans they vote on. A vote is cast in favor.

07 For Against STOCKHOLDER PROPOSAL ON: OFFSHORING (PAGE 30)

CommentsThis shareholder proposal requests that the Board establish an independent committee to prepare a report evaluating the risk of damage to the Company's brand name and reputation in the US resulting from its off shoring initiative to shift 4,700 programming jobs overseas and by rumors that those jobs are just the tip of the iceberg. The initiative has triggered a firestorm of criticism, which was increased when a Company executive noted that Company employees in many European countries have more protection against off shoring than the Company's US employees. The report requested in this proposal would provide useful information to both the Company and its shareholders. A vote is cast in favor.

08 For Against STOCKHOLDER PROPOSAL ON: CHINA BUSINESS PRINCIPLES (PAGE 32)

CommentsThis proposal requests that the Company commit itself to the implementation of a code of corporate conduct for its activities in China based on the principles of the United Nation's International labor Organization (ILO) on workplace human rights standards by its international suppliers and in its own international production facilities and to commit to a program of outside independent monitoring of compliance with these standards. Reports of human rights abuses in China has led to an increased public awareness of the problems of child labor, "sweatshop" conditions, and the denial of labor rights in U.S. corporate overseas operations. This can lead to negative publicity, public protests and a loss of consumer confidence which can have a negative impact on shareholder value. Therefore, a vote is cast in favor of this proposal.

09 For Against STOCKHOLDER PROPOSAL ON: POLITICAL CONTRIBUTIONS (PAGE 33)


10 For Against STOCKHOLDER PROPOSAL ON: MAJORITY VOTING FOR DIRECTORS (PAGE 34)

CommentsThis shareholder proposal requests the Board to amend its corporate documents to



provide nominees standing for election to the board must receive the vote of a majority of shares cast at an annual meeting of the shareholders in order to be elected. Currently, directors only need a plurality of votes to win re-election, which ensures the re-election of all incumbents who are running without opposition. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns (e.g., against Eisner at Disney or against three nominees at Safeway) that are waged against incumbent directors who shareholders feel are not responsive. Such vote no campaigns are currently just symbolic protest votes. A vote is cast in favor of this proposal.

11 For Against STOCKHOLDER PROPOSAL ON: SIMPLE MAJORITY VOTE (PAGE 35)



1000798.1 12909-0101 1,000 1,000 03/15/2006 04/14/2006 04/15/2006



INTERNATIONAL GAME TECHNOLOGY Ticker: IGT Annual Meeting Date: 03/07/2006




SEDOL:



01 For DIRECTOR

For NEIL BARSKYFor ROBERT A. BITTMANFor RICHARD R. BURTFor LESLIE S. HEISZFor ROBERT A. MATHEWSONFor THOMAS J. MATTHEWS

Withheld ROBERT MILLERFor FREDERICK B. RENTSCHLER


02 Against For APPROVAL OF THE AMENDMENTS TO THE INTERNATIONAL GAME TECHNOLOGY 2002 STOCK INCENTIVE PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in the plan could result in excess of 5% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

03 For For APPROVAL OF THE AMENDMENTS TO THE INTERNATIONAL GAME TECHNOLOGY EMPLOYEE STOCK PURCHASE PLAN.


04 Against For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS IGT S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2006.



1000798.1 12909-0102 300 300 01/18/2006 02/08/2006 02/09/2006



INTERNATIONAL PAPER COMPANY Ticker: IP Annual Meeting Date: 05/08/2006




SEDOL:





02 Against For RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For Against PROPOSAL RELATING TO MAJORITY VOTING FOR DIRECTORS.


04 For Against PROPOSAL RELATING TO SUSTAINABLE FORESTRY.

Comments This proposal requests the Board to prepare a report assessing the feasibility of phasing out its use of fiber not certified by the Forest Stewardship Council (FSC). Certification programs recognize forestry operations that adopt environmentally and socially responsible practices. FSC is the only independent certification system in the world accepted by the conservation and business communities. The Company currently sources virgin tree fiber from Canada's Boreal forest, the largest remaining ancient forest left in North America. A number of other companies (e.g., Home Depot, Lowes, Ikea) have FSC certified programs. JP Morgan has stated: "We prefer FSC certification when we finance forestry projects." The Company itself acknowledges that it purchases FSC-certified fiber to the extent that it is available and meets its product performance and fiber cost requirements. Nonetheless, the Company has been targeted for its fiber sourcing practices, raising reputational risks for the Company. Under the circumstances, a report assessing the feasibility of the Company phasing out its use of non-FSC certified fiber is appropriate and in the best interests of the Company and its shareholders. A vote is cast in favor.

05 For Against PROPOSAL RELATING TO ANNUAL ELECTION OF DIRECTORS.






1000798.1 12909-0103 300 300 04/05/2006 04/27/2006 04/28/2006



J. C. PENNEY COMPANY, INC. Ticker: JCP Annual Meeting Date: 05/19/2006




SEDOL:



01 For DIRECTOR

Withheld V.E. JORDAN, JR.For B. OSBORNEFor M.B. STONE WESTFor R.G. TURNER


02 For For TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2007.


03 For For TO CONSIDER A MANAGEMENT PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO DECLASSIFY THE BOARD OF DIRECTORS.


04 For Against TO CONSIDER A STOCKHOLDER PROPOSAL RELATING TO EXECUTIVE COMPENSATION.

CommentsThis shareholder proposal requests that the Company establish a pay-for-superior-performance standard for senior executives by providing that: (1) annual incentives should use financial performance criteria that can be benchmarked against peer group performance, and no annual bonus should be awarded based on financial performance criteria unless the company exceeds the median or mean performance of a disclosed group of peer companies on the selected financial criteria; (2) long-term equity compensation should use financial and/or stock price performance criteria that can be benchmarked against peer group performance, and any options, restricted shares, or other equity compensation used should be structured so that compensation is received only when company performance exceeds the median or mean performance of the peer group companies on the selected financial and stock price performance criteria; and (3) disclosure should allow shareholders to monitor the correlation between pay and performance established in the plan. By connecting a senior executive's compensation to peer group performance in this way, the general trend in the Company's industry is neutralized and a better correlation between pay and reward will result. The proposal would strengthen the Company's pay practices and ensure that executives are rewarded for superior performance. A vote is cast in favor of this proposal.

Custodian Internal Stock Voted Ballot Received Last Date



Account Name Account Account Class Shares Shares Date Vote Date ConfirmedAFL-CIO Reserve Fund -Ark Asset

1000798.1 12909-0106 200 200 04/13/2006 05/10/2006 05/11/2006



JOHNSON & JOHNSON Ticker: JNJ Annual Meeting Date: 04/27/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVAL OF AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION


03 Against For RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


04 Against Against PROPOSAL ON CHARITABLE CONTRIBUTIONS


05 For Against PROPOSAL ON MAJORITY VOTING REQUIREMENTS FOR DIRECTOR NOMINEES

CommentsThis shareholder proposal requests the Board to amend its corporate documents to provide nominees standing for election to the board must receive the vote of a majority of shares cast at an annual meeting of the shareholders in order to be elected. Currently, directors only need a plurality of votes to win re-election, which ensures the re-election of all incumbents who are running without opposition. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns (e.g., against Eisner at Disney or against three nominees at Safeway) that are waged against incumbent directors who shareholders feel are not responsive. Such vote no campaigns are currently just symbolic protest votes. A vote is cast in favor of this proposal.





1000798.1 12909-0104 1,800 1,800 03/17/2006 04/20/2006 04/20/2006



JOHNSON CONTROLS, INC. Ticker: JCI Annual Meeting Date: 01/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS FOR 2006.


03 Against For APPROVAL OF THE JOHNSON CONTROLS, INC. ANNUAL AND LONG-TERM INCENTIVE PERFORMANCE PLAN (ALTIPP).

CommentsA cash bonus plan is established by this proposal. Awards are not made pursuant to specific performance standards. That is not in the best interests of shareholders. Therefore, a vote is cast against.


1000798.1 12909-0107 400 400 12/20/2005 01/11/2006 01/12/2006



JPMORGAN CHASE & CO. Ticker: JPM Annual Meeting Date: 05/16/2006




SEDOL:



01 For DIRECTOR

For JOHN H. BIGGSFor STEPHEN B. BURKEFor JAMES S. CROWNFor JAMES DIMONFor ELLEN V. FUTTER

Withheld WILLIAM H. GRAY, IIIFor WILLIAM B. HARRISON, JRFor LABAN P. JACKSON, JR.For JOHN W. KESSLERFor ROBERT I. LIPPFor RICHARD A. MANOOGIANFor DAVID C. NOVAKFor LEE R. RAYMONDFor WILLIAM C. WELDON


02 Against For APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 Against Against STOCK OPTIONS

CommentsThis proposal requests that no future stock options be granted. This is too drastic and simplistic approach to the issue of stock options. It also seems to miss the point of excess executive compensation at this Company--although the Company's chairman and CEO each received $1 million in salary, an $8.4 million bonus, and $12.6 million in restricted stock in 2005, neither of them were granted any stock options. A vote is cast against this proposal because it is faulty in theory and not really applicable to this Company.

04 For Against PERFORMANCE-BASED RESTRICTED STOCK

PoliciesThis proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options. This would be a good way to better align the interests of shareholders and senior executives. A vote is cast for.

05 For Against SEPARATE CHAIRMAN




06 Against Against SEXUAL ORIENTATION

PoliciesThis shareholder proposal asks the Company to adopt/amend an equal opportunity policy which does not make reference to sexual orientation. A vote is cast against this proposal because it is important for the company to be able to attract and hire the best employees and ensure the best possible work environment. Adoption of this proposal could also put the company in violation of laws of cities and states in which the company does business.

07 For Against SPECIAL SHAREHOLDER MEETINGS

PoliciesThis proposal restores the right of shareholders to call a special meeting. If shareholders want to call a special meeting, they should be able to do so . A vote is cast for the proposal.

08 For Against LOBBYING PRIORITIES REPORT

CommentsThis proposal asks the company to report on its process for identifying and prioritizing legislative and regulatory public policy advocacy activities (i.e., lobbying) in terms of creating shareholder value and the business rationale for the priorities. The proponent's supporting statement indicates the proponent believes the Company has put too much priority on reducing greenhouse gas emissions and not enough priority on litigation reform. Regardless of the merits of the proponents beliefs, the report sought by this proposal would provide useful information for shareholders. A vote is cast in favor.

09 For Against POLITICAL CONTRIBUTIONS REPORT


10 For Against POISON PILL




12 For Against BONUS RECOUPMENT

CommentsThis shareholder proposal requests that the company adopt a policy whereby, in the event the company restates its financial results or makes a significant extraordinary write-off for a given period, the board will review all bonuses and any other awards that were made to senior executives on the basis of having met or exceeded specific performance targets during the restatement period and will recoup for the benefit of the Company all such bonuses or awards to the extent that the specified performance targets were not achieved and focus on those employees most responsible. There is no reason executives should benefit from financial misstatements. A vote is cast



in favor.13 Against Against OVERCOMMITTED DIRECTORS

CommentsThis proposal requests that the Board adopt a policy that the Company's audit, nominating and compensation committees not be chaired by directors who serve on more that two other boards, have more than 15-years tenure, are not independent or have a record of serving on boards with poor governance ratings. This is a flawed proposal. Serving on only two other boards is unduly restrictive. The 15-year tenure could deprive shareholders of the service of a well qualified director. Stock Exchange listing requirements already require that all members of the audit, nominating and compensation committees be independent. And the reference to serving on boards with poor governance ratings is too general and vague (and could be counterproductive if the director worked to improve the governance structure at the board with "poor governance ratings"). For those reasons, a vote is cast against.


1000798.1 12909-0100 2,494 2,494 04/01/2006 05/07/2006 05/08/2006



KB HOME Ticker: KBH Annual Meeting Date: 04/06/2006

Issuer: 48666K City: Holdings Reconciliation Date: 02/14/2006



SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO AMEND THE AMENDED CERTIFICATE OF INCORPORATION OF KB HOME TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF KB HOME COMMON STOCK FROM 300 MILLION SHARES TO 290 MILLION SHARES.

CommentsThis proposal would decrease the authorized stock by 10M from 300M to 290M. This fulfills a commitment the Company made to shareholders in connection with a proposal made at the 2005 annual meeting to increase authorized stock to the 300M level in anticipation of a two-for-one stock dividend. The dividend has been effected and now the Company is fulfilling its promise. A vote is cast in favor of the proposal.

03 Against For PROPOSAL TO APPROVE THE AMENDED AND RESTATED KB HOME 1999 INCENTIVE PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.The existing plan itself does not specify performance standards upon which to base the granting of options.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the stock option plan.

04 For For PROPOSAL TO RATIFY ERNST & YOUNG LLP AS KB HOME S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2006.



1000798.1 12909-0109 400 400 03/07/2006 03/20/2006 03/21/2006



KELLOGG COMPANY Ticker: K Annual Meeting Date: 04/21/2006




SEDOL:



01 For DIRECTOR

Withheld JOHN T. DILLONFor JAMES M. JENNESSFor L. DANIEL JORNDTFor WILLIAM D. PEREZ


02 Against For RATIFICATION OF INDEPENDENT AUDITOR FOR 2006


03 Against For APPROVAL OF THE KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN

CommentsA cash bonus plan is established by this proposal. The plan does not specify performance standards upon which to base the granting of awards. That is not in the best interest of shareholders. A vote is cast against.

04 For Against PREPARE SUSTAINABILITY REPORT



1000798.1 12909-0108 300 300 03/08/2006 04/10/2006 04/11/2006



KERR-MCGEE CORPORATION Ticker: KMG Annual Meeting Date: 05/09/2006




SEDOL:





02 For For RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2006.


03 For Against STOCKHOLDER PROPOSAL REQUESTING ESTABLISHMENT OF AN OFFICE OF THE BOARD OF DIRECTORS.

CommentsThis proposal requests that the Board establish an Office of the Board of directors to enable direct communications on corporate governance matters. The office shall report directly to a committee of the non-management directors. Improving communications between the Board and its shareholders is clearly in the best interests of shareholders. A vote is cast in favor.


1000798.1 12909-0107 100 100 03/31/2006 04/28/2006 04/28/2006



KEYCORP Ticker: KEY Annual Meeting Date: 05/11/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.



1000798.1 12909-0108 300 300 03/24/2006 05/03/2006 05/04/2006



KFX INC. Ticker: KFX Annual Meeting Date: 05/13/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION


03 For For APPROVAL OF THE COMPANY S 2005 EMPLOYEE STOCK PURCHASE PLAN


04 For For RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



1000798.1 12909-0107 1,600 1,600 04/14/2006 05/03/2006 05/04/2006



KIMBERLY-CLARK CORPORATION Ticker: KMB Annual Meeting Date: 04/27/2006




SEDOL:





02 Against For APPROVAL OF AUDITORS


03 For Against STOCKHOLDER PROPOSAL REGARDING CLASSIFIED BOARD


04 For Against STOCKHOLDER PROPOSAL REGARDING ADOPTION OF GLOBAL HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL LABOR CONVENTIONS


05 For Against STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING


06 For Against STOCKHOLDER PROPOSAL REQUESTING A REPORT ON SUSTAINABLE FORESTRY PRACTICES

CommentsThis proposal requests the Board to prepare a report assessing the feasibility of phasing out its use of fiber not certified by the Forest Stewardship Council (FSC). Certification programs recognize forestry operations that adopt environmentally and socially responsible practices. FSC is the only independent certification system in the world accepted by the conservation and business communities. The Company currently sources virgin tree fiber from Canada's Boreal forest, the largest remaining ancient forest left in North America. A number of other companies (e.g., Home Depot, Lowes, Ikea) have FSC certified programs. JP Morgan has stated: "We prefer FSC



certification when we finance forestry projects." The Company itself acknowledges that it purchases FSC-certified fiber to the extent that it is available and meets its product performance and fiber cost requirements. Nonetheless, the Company has been targeted for its fiber sourcing practices, raising reputational risks for the Company. Under the circumstances, a report assessing the feasibility of the Company phasing out its use of non-FSC certified fiber is appropriate and in the best interests of the Company and its shareholders. A vote is cast in favor.


1000798.1 12909-0103 300 300 03/10/2006 04/20/2006 04/20/2006



KOHL'S CORPORATION Ticker: KSS Annual Meeting Date: 04/26/2006




SEDOL:





02 For For RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.


03 For For COMPANY PROPOSAL TO AMEND THE COMPANY S ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.


04 For Against SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO INITIATE THE APPROPRIATE PROCESS TO AMEND THE COMPANY S ARTICLES OF INCORPORATION TO PROVIDE THAT DIRECTOR NOMINEES SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF VOTES CAST AT AN ANNUAL MEETING OF SHAREHOLDERS. THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL.



1000798.1 12909-0104 200 200 03/23/2006 04/17/2006 04/17/2006



LABOR READY, INC. Ticker: LRW Annual Meeting Date: 05/17/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2006.



1000798.1 12909-0208 900 900 04/19/2006 05/08/2006 05/09/2006



LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Annual Meeting Date: 04/05/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2006 FISCAL YEAR BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.


03 Against For ADOPT AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 600 MILLION TO 1.2 BILLION SHARES.


04 For For ADOPT AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS.



1000798.1 12909-0100 200 200 03/02/2006 03/20/2006 03/21/2006



LENNAR CORPORATION Ticker: LEN Annual Meeting Date: 03/30/2006




SEDOL:



01 For For DIRECTOR


Comments(At this Company there is a classified board and all nominees are independent outsiders.)

02 For Against THE STOCKHOLDER PROPOSAL REGARDING DECLASSIFYING THE BOARD OF DIRECTORS. PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED ON THIS PROXY.


03 For Against THE STOCKHOLDER PROPOSAL REGARDING INDEXED OPTIONS. PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED ON THIS PROXY.

CommentsThis proposal requests that future stock option grants to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options. This would be a good way to better align the interests of shareholders and senior executives. A vote is cast in favor.


1000798.1 12909-0104 200 200 03/02/2006 03/13/2006 03/13/2006


1000798.1 12909-0302 20 20 03/02/2006 03/13/2006 03/13/2006



LEXMARK INTERNATIONAL, INC. Ticker: LXK Annual Meeting Date: 04/27/2006




SEDOL:



01 For DIRECTOR

For MICHAEL J. MAPLESWithheld STEPHEN R. HARDIS

For WILLIAM R. FIELDSFor ROBERT HOLLAND, JR.


02 For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY S FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0107 100 100 03/16/2006 04/20/2006 04/20/2006



LIMITED BRANDS, INC. Ticker: LTD Annual Meeting Date: 05/22/2006




SEDOL:



01 For DIRECTOR

Withheld E. GORDON GEEFor JAMES L. HESKETTFor ALLAN R. TESSLERFor ABIGAIL S. WEXNER



1000798.1 12909-0107 200 200 04/13/2006 05/10/2006 05/11/2006



LOCKHEED MARTIN CORPORATION Ticker: LMT Annual Meeting Date: 04/27/2006




SEDOL:





02 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS


03 Against For MANAGEMENT PROPOSAL-ADOPTION OF PERFORMANCE GOALS WITHIN THE 2006 MANAGEMENT INCENTIVE COMPENSATION PLAN

CommentsThis proposal seeks approval of performance standards for a cash bonus plan. The standards are not specific enough to allow a shareholder to determine what type of performance will generate what amount of award. That is not in the best interests of shareholders. A vote is cast against.

04 For For MANAGEMENT PROPOSAL-APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CHARTER


05 For Against STOCKHOLDER PROPOSAL BY EVELYN Y. DAVIS

CommentsThis proposal requests that the Company identify in future proxy statements the names and title of all executives who receive base salaries of more than $500,000 monthly. Such disclosure would enable shareholders to better evaluation the Company's executive compensation programs. A vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL BY JOHN CHEVEDDEN


07 For Against STOCKHOLDER PROPOSAL BY THE SISTERS OF ST. FRANCIS OF PHILADELPHIA AND OTHER GROUPS

CommentsThis proposal seeks a report from the Company on its Equal Employment policies and practices that can be published on its web site. The Company asserts it is in full compliance with all legal requirements. This report would be a good way for it to check on that. A vote is cast in favor.

08 For Against STOCKHOLDER PROPOSAL BY THE SISTERS OF MERCY AND OTHER



GROUPS

CommentsThis proposal seeks a report from the Company on its involvement with depleted uranium weapons. The Department of Defense has conceded that depleted uranium weapons has caused contamination in 36 states. The Company's response is that it handles all depleted uranium in conformance with applicable regulations and safe work practices. Therefore this report would be an excellent opportunity for the Company to check on the efficacy of its efforts. A vote is cast in favor.


1000798.1 12909-0109 300 300 03/25/2006 04/20/2006 04/20/2006



LOEWS CORPORATION Ticker: LTR Annual Meeting Date: 05/08/2006




SEDOL:



01 For DIRECTOR

For A.E. BERMANWithheld J.L. BOWER

For C.M. DIKERWithheld P.J. FRIBOURGWithheld W.L. HARRIS

For P.A. LASKAWYFor G.R. SCOTTFor A.H. TISCHFor J.S. TISCHFor J.M. TISCH


02 For For RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS


03 For Against SHAREHOLDER PROPOSAL-CUMULATIVE VOTING


04 Against Against SHAREHOLDER PROPOSAL-LAWS RESTRICTING TOBACCO USE

CommentsThis shareholder proposal asks the Company to make a public policy commitment to support legislation at all levels which: 1) ban smoking in public places, 2) increase taxes on tobacco, and 3) repeal existing state preemption laws limiting local smoke free air ordinances. The Company argues persuasively that it would be in the best interests of shareholders for government, businesses and the public to make their own decisions on these issues. A vote is cost against.





1000798.1 12909-0108 100 100 04/06/2006 04/27/2006 04/28/2006



LOWE'S COMPANIES, INC. Ticker: LOW Annual Meeting Date: 05/25/2006




SEDOL:



01 For DIRECTOR

Withheld PETER C. BROWNINGFor MARSHALL O. LARSENFor STEPHEN F. PAGEFor O. TEMPLE SLOAN, JR.


02 Against For TO APPROVE LOWE S COMPANIES, INC. 2006 ANNUAL INCENTIVE PLAN.


03 Against For TO APPROVE LOWE S COMPANIES, INC. 2006 LONG-TERM INCENTIVE PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

04 For For TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS.


05 For For TO APPROVE AMENDMENTS TO THE COMPANY S ARTICLES OF INCORPORATION.

CommentsThis proposal amends the Company's Articles to provide that directors will be elected by a majority vote standard and directors will also be indemnified to the fullest extent allowed by North Carolina law. The majority vote standards for electing directors is in the best interests of shareholders and the indemnification is the modern approach in corporate governance. A vote is cast in favor.

06 For Against SHAREHOLDER PROPOSAL ENTITLED WOOD PROCUREMENT REPORT.

Comments



This proposal seeks a report from the Company on its progress toward implementing its wood policy for well-managed, non-endanger forests. Such a report would provide shareholders with a valuable information and enable the Company to better monitor its own efforts. A vote is cast in favor.


1000798.1 12909-0107 500 500 04/21/2006 05/18/2006 05/19/2006



LUCENT TECHNOLOGIES INC. Ticker: LU Annual Meeting Date: 02/15/2006




SEDOL:





02 For For BOARD OF DIRECTORS PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS


03 For For BOARD OF DIRECTORS PROPOSAL TO APPROVE AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT THE DISCRETION OF THE BOARD OF DIRECTORS

PoliciesThis seeks approval of a reverse stock split. The goal is to increase the price of the stock to increase its appeal to institutional investors. This is in the best interest of current shareholders. A vote is cast in favor.

04 For Against SHAREOWNER PROPOSAL REGARDING DISCLOSURE OF POLITICAL CONTRIBUTIONS

CommentsThis shareholder proposal asks the Company to disclose the date and amount of contributions made by it in the prior year in respect to political campaigns, political parties, referendum or citizens' initiatives. Although this information is available in various public records scattered throughout different states, it is not readily and easily available in total to shareholders. Therefore, the disclosure sought in this proposal would be in the best interest of shareholders because it will provide with comprehensive information regarding the use of Company funds for political purposes. A vote is cast in favor of the proposal.

05 Against Against SHAREOWNER PROPOSAL REQUESTING FUTURE CASH BONUS OR INCENTIVE COMPENSATION BE CONTINGENT UPON RESTORATION OF RETIREE BENEFITS

CommentsThis shareholder proposal requests that no cash bonus or incentive compensation other than stock options be awarded to the Company's senior managers until those benefits taken away from retirees during recent years when the Company faced financial difficulties, are restored. One of the Company's strategies for regaining financial stability was to reduce benefits available to retired employees. Even with its return to profitability, however, reinstatement of obligations which contributed to its precarious finances would risk a repetition of past difficulties. Instead of eliminating cash bonuses or incentives other than options, it would be better to make certain that all such awards for senior management are closely tied to meaningful performance standards which would increase stock value for all shareholders. Because of this reasoning a vote is cast against the proposal.

06 For Against SHAREOWNER PROPOSAL REGARDING PERFORMANCE-BASED EQUITY COMPENSATION



CommentsThis proposal asks the Company to adopt a policy that 75% of future equity compensation of senior executives shall be performance-based (indexed options, premium priced options, performance vesting options) and the Board shall disclose details of such compensation to shareholders. This would be an improvement on the current compensation system and a good way to ensure that the options will be used to reward superior performance by the Company and not just overall market movements. A vote is cast in favor.

07 For Against SHAREOWNER PROPOSAL TO EXCLUDE NON-CASH PENSION CREDIT FROM EARNINGS USED TO DETERMINE INCENTIVE COMPENSATION FOR EXECUTIVE OFFICERS

CommentsThis shareholder proposal requests that the Company refrain from including non-cash "pension credits" in measures of earnings used to determine future awards of performance-based compensation for executive officers. Over the last five years the largest portion of the Company's income on paper has come from pension credits. For the past three years, senior executives have received bonuses of at least twice their annual salaries. The Company states that as a matter of policy it does not include net pension credit in its measure of Company earnings on which bonuses are based, and thus the adoption of this proposal is unnecessary. It will not, however, disclose the formula it uses for determining senior management bonuses. If indeed there is an existing Company policy not to use pension credits in the earnings measure on which bonuses are based, there should be no difficulty in disseminating that policy and the formula used for determining bonuses. Passage of this proposal would add an impetus for such disclosure. A vote is cast in favor of the proposal.


1000798.1 12909-0107 2,700 2,700 01/03/2006 02/01/2006 02/02/2006



MAGELLAN MIDSTREAM PARTNERS, L.P. Ticker: MMP Annual Meeting Date: 04/26/2006




SEDOL:



01 For DIRECTOR

Withheld N. JOHN LANCASTER, JR.For GEORGE A. O'BRIEN,, JR.

Withheld THOMAS S. SOULELES



1000798.1 12909-0106 200 200 03/21/2006 04/17/2006 04/17/2006



MAGNA ENTERTAINMENT CORP. Ticker: MECA Annual Meeting Date: 05/01/2006




SEDOL:



A For DIRECTOR

For JERRY D. CAMPBELLWithheld LOUIS E. LATAIF

For WILLIAM J. MENEARFor DENNIS MILLSFor GINO RONCELLIFor FRANK STRONACH


B Against For IN RESPECT OF THE RATIFICATION OF THE AUDIT COMMITTEE S APPOINTMENT OF ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS MEC S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0107 700 700 03/31/2006 04/23/2006 04/24/2006



MAGNA INTERNATIONAL INC. Ticker: MGA Annual Meeting Date: 05/02/2006




SEDOL:



01 For DIRECTOR

For WILLIAM H. FIKEFor MANFRED GINGL

Withheld MICHAEL D. HARRISWithheld EDWARD C. LUMLEYWithheld KLAUS MANGOLD

For DONALD RESNICKWithheld ROYDEN R. RICHARDSON

For FRANK STRONACHFor FRANZ VRANITZKYFor DONALD J. WALKER

Withheld SIEGFRIED WOLFFor LAWRENCE D. WORRALL


02 Withhold For RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITOR OF THE CORPORATION, BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS, AND AUTHORIZING THE AUDIT COMMITTEE TO FIX THE AUDITOR S REMUNERATION.

PoliciesThis proposal seeks the approval of the reappointment of auditors and their remuneration. Normally this would be considered a routine, ministerial proposal and a vote would be cast in favor. At this company, however, it has been disclosed that the auditors are paid a substantial amount for non-audit work in addition to their audit work. This creates a potential conflict of interest for the auditors. For that reason a vote is cast to withhold.


1000798.1 12909-0401 158 158 03/31/2006 04/24/2006 04/24/2006



MANPOWER INC. Ticker: MAN Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2006.


03 Against For APPROVAL OF THE INCREASE IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2003 EQUITY INCENTIVE PLAN OF MANPOWER INC.

PoliciesAn existing stock option plan for key executives is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.The existing plan itself does not specify performance standards upon which to base the granting of options.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

04 For Against SHAREHOLDER PROPOSAL REGARDING IMPLEMENTATION OF THE MACBRIDE PRINCIPLES IN NORTHERN IRELAND.

PoliciesThis proposal requests the company to adopt the MacBride Principles, which is a code of corporate conduct for doing business in Northern Ireland. This will lessen the danger to shareholder interests. A vote is cast in favor of the proposal.


1000798.1 12909-0100 200 200 03/14/2006 04/15/2006 04/16/2006



MANULIFE FINANCIAL CORPORATION Ticker: MFC Annual Meeting Date: 05/04/2006




SEDOL:





02 For For APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS.

PoliciesThis ratifies the appointment of independent auditors. This is a routine, ministerial matter that does not materially affect shareholders. No objection has been raised. A vote is cast in favor of the proposal.


1000798.1 12909-0106 237 237 03/23/2006 04/19/2006 04/20/2006



MARATHON OIL CORPORATION Ticker: MRO Annual Meeting Date: 04/26/2006




SEDOL:





02 For For RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2006.


03 For For BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.


04 For For BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO REVISE THE PURPOSE CLAUSE, ELIMINATE THE SERIES A JUNIOR PREFERRED STOCK AND MAKE OTHER TECHNICAL CHANGES.

CommentsThis proposal eliminates references to a series of preferred stock that is no longer being used and makes other technical changes to the Company's Certificate of Incorporation. This is a good housekeeping measure. A vote is cast in favor.

05 For Against STOCKHOLDER PROPOSAL TO ELECT DIRECTORS BY A MAJORITY VOTE.


06 For Against STOCKHOLDER PROPOSAL FOR A SIMPLE MAJORITY VOTE OF STOCKHOLDERS.



1000798.1 12909-0106 300 300 03/15/2006 04/19/2006 04/20/2006



MARRIOTT INTERNATIONAL, INC. Ticker: MAR Annual Meeting Date: 04/28/2006




SEDOL:





02 For For RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR.


03 For For APPROVAL OF AMENDMENTS TO THE CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS AND ESTABLISH ANNUAL ELECTION OF ALL DIRECTORS.


04 For For SHAREHOLDER PROPOSAL TO REQUIRE ELECTION OF DIRECTORS BY A MAJORITY OF VOTES CAST AT AN ANNUAL MEETING.



1000798.1 12909-0202 200 200 03/31/2006 04/21/2006 04/22/2006



MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Annual Meeting Date: 05/18/2006




SEDOL:




PoliciesThe board has failed to implement a shareholder proposal that received a majority vote the prior year. As representatives of the shareholders, directors should implement those proposals that receive a majority vote. Because of their failure to do so, a vote is cast to withhold authority for all nominees to the board.This company has underperformed its broad market index and its peer group for the past five years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against STOCKHOLDER PROPOSAL: DIRECTOR ELECTION VOTING STANDARD


04 For Against STOCKHOLDER PROPOSAL: POLITICAL CONTRIBUTION DISCLOSURE



1000798.1 12909-0102 400 400 04/04/2006 05/09/2006 05/10/2006



MASCO CORPORATION Ticker: MAS Annual Meeting Date: 05/09/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR 2006.



1000798.1 12909-0106 300 300 04/11/2006 04/28/2006 04/29/2006



MCDONALD'S CORPORATION Ticker: MCD Annual Meeting Date: 05/25/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVAL OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against APPROVAL OF A SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS


04 For Against APPROVAL OF A SHAREHOLDER PROPOSAL RELATING TO LABELING OF GENETICALLY ENGINEERED PRODUCTS

CommentsThis proposal asks the Board to adopt a policy to identify and label all food products manufactured or sold by the Company that may contain genetically engineered ingrediients. The proponent notes millions suffer from mild to fatal food allergies and without labeling, consumers have no way to proect themselves from hidden allergens. GE labeling is required in the European Union, Japan, New Zealand, South Korea and Australia and the FDA has issued draft guidance for companies electing to volunarilty label foods regarding their genetric engineering status. This proposal is an opportunity for the Company to take a leadership role in GE labeling in the U.S. A vote is cast in favor.


1000798.1 12909-0101 1,000 1,000 04/06/2006 05/18/2006 05/19/2006



MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Annual Meeting Date: 05/24/2006




SEDOL:



01 For DIRECTOR

For LAWRENCE S. LEWINWithheld CHARLES M. LILLIS

For EDWARD H. SHORTLIFFEFor DAVID D. STEVENS


02 Against For TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 30, 2006.

PoliciesThis proposal seeks approval of the Company's auditors--normally a routine matter. At this Company, however, the auditors either render non-audit services that constitute a conflict of interest with their audit duties or they were not recommended by a board committee of independent outsiders. Therefore, a vote is cast against. (T)


1000798.1 12909-0102 168 168 04/15/2006 05/14/2006 05/15/2006



MELLON FINANCIAL CORPORATION Ticker: MEL Annual Meeting Date: 04/18/2006




SEDOL:





02 Against For PROPOSAL TO APPROVE THE ADOPTION OF MELLON FINANCIAL CORPORATION DIRECTOR EQUITY PLAN (2006).

CommentsThis plan establishes a restricted stock plan for outside directors. Grants are not made pursuant to specific performance standards or director attendance. The outside directors are paid a competitive cash compensation. Therefore, a vote is cast against the plan.

03 For Against SHAREHOLDER PROPOSAL.


04 For For RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.



1000798.1 12909-0108 400 400 03/16/2006 04/08/2006 04/10/2006



MERCK & CO., INC. Ticker: MRK Annual Meeting Date: 04/25/2006




SEDOL:





02 For For RATIFICATION OF THE APPOINTMENT OF THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006


03 Against For PROPOSAL TO ADOPT THE 2007 INCENTIVE STOCK PLAN


04 Against For PROPOSAL TO ADOPT THE 2006 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


05 For Against STOCKHOLDER PROPOSAL CONCERNING STOCK OPTION AWARDS

CommentsThis proposal seeks to eliminate all stock option plans at the Company. Stock option plans can be in the best interests of shareholders if they are designed to reward past superior performance and to encourage future superior performance. That has not been the case at this Company, where a $100 investment five years ago has dwindled to $42. Last year, the CEO was awarded $1.8 million in stock options and $1.9 million in restricted stock (on top of $2.2 million in salary and bonus). To protest such practices, a vote is cast in favor of this proposal.

06 For Against STOCKHOLDER PROPOSAL CONCERNING NON-DIRECTOR SHAREHOLDER VOTES


07 For Against STOCKHOLDER PROPOSAL CONCERNING AN ANIMAL WELFARE POLICY REPORT





1000798.1 12909-0107 1,300 1,300 03/09/2006 04/15/2006 04/16/2006



MERRILL LYNCH & CO., INC. Ticker: MER Annual Meeting Date: 04/28/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against INSTITUTE CUMULATIVE VOTING


04 For Against SUBMIT DIRECTOR COMPENSATION TO SHAREHOLDERS FOR ANNUAL APPROVAL

CommentsThis shareholder proposal requests that future compensation packages for non-employee directors be approved by shareholders and that every benefit and perquisite for the non-employee directors that involves an expenditure or use of company assets be identified. The compensation for non-employee directors here does appear large--the current annualized value of compensation received by a Company outside director was estimated to be $171,667, which was before the Company switched to deferred stock instead of options, raising the amount to $260,000. It is understandable why the proponent seeks shareholder approval of future compensation packages for non-employee directors. A vote is cast in favor.

05 For Against SUBMIT MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS FOR ANNUAL APPROVAL

CommentsThis shareholder proposal requests that the Company adopt a policy that shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to approve the report of the Compensation Committee set forth in the proxy statement. The proponent specifies that the policy should provide that appropriate disclosures will be made to ensure that shareholders fully understand that: the vote is advisory; will not affect any person's compensation; and will not affect the approval of any compensation-related proposal. The Company's compensation plans do not contain specific performance standards, and give the Compensation Committee substantial discretion in establishing performance targets and making awards. Once such a compensation plan is in place, shareholders do not have a mechanism for providing ongoing input on how the compensation committee chooses and applies performance standards. This proposal would give shareholders a voice in how compensation plans are administered, and it would provide the Company with shareholders' views



on its compensations practices, which could be useful for the Compensation Committee. This is in the best interest of shareholders and would strengthen the Company's pay-for-performance practices. A vote is cast in favor.


1000798.1 12909-0108 600 600 03/11/2006 04/21/2006 04/22/2006



METLIFE, INC. Ticker: MET Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2006



1000798.1 12909-0108 500 500 03/22/2006 04/17/2006 04/17/2006



MI DEVELOPMENTS INC. Ticker: MIM Annual Meeting Date: 05/03/2006




SEDOL:



A Withhold For IN RESPECT OF THE ELECTION OF JOHN BARNETT, BARRY BYRD, NEIL DAVIS, PHILIP FRICKE, MANFRED JAKSZUS, DENNIS MILLS, JOHN SIMONETTI, FRANK STRONACH, FRANK VASILKIOTI AND JUDSON WHITESIDE AS DIRECTORS;

PoliciesIn voting on nominees for the board of trustees, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a majority of independents on the board to supervise management. Here, insiders are in the majority and the ballot requires a vote for or against all nominees. A vote is cast against.

B For For IN RESPECT OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITOR OF THE CORPORATION BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND AUTHORIZING THE AUDIT COMMITTEE TO FIX THE AUDITOR S REMUNERATION.

PoliciesThe appointment of auditors is considered a routine matter that does not impact materially on shareholders, as long as the auditors are not receiving substantial amounts of money from the Company for other services that give rise to a potential conflict of interest. Here, the amount the auditors receive for "other" services is so small there is no potential for a conflict of interests. Therefore, a vote is cast in favor of the appointment of auditors.


1000798.1 12909-0104 50 50 04/07/2006 04/25/2006 04/25/2006



MONSANTO COMPANY Ticker: MON Annual Meeting Date: 01/17/2006

Issuer: 61166W City: Holdings Reconciliation Date: 11/18/2005



SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 Against For APPROVAL OF PERFORMANCE GOAL UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE

CommentsThe Company seeks shareholder approval of the performance standards for a cash bonus plan. The proposal does not specify the performance standards. That is not in the best interests of shareholders. Therefore, a vote is cast against.

04 For Against APPROVAL OF SHAREOWNER PROPOSAL ONE

CommentsThis shareholder proposal seeks a report from the Company disclosing its policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds and the business rationale for each contribution. The disclosure of policies and procedures and business rationale are not items that are available in the various public records the Company has to file. This would provide useful information to shareholders. A vote is cast in favor.

05 For Against APPROVAL OF SHAREOWNER PROPOSAL TWO



1000798.1 12909-0101 236 236 12/15/2005 12/19/2005 12/20/2005



MOODY'S CORPORATION Ticker: MCO Annual Meeting Date: 04/25/2006




SEDOL:



I For For DIRECTOR


II For For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


III For Against STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY.



1000798.1 12909-0105 200 200 03/24/2006 04/17/2006 04/17/2006



MORGAN STANLEY Ticker: MS Annual Meeting Date: 04/04/2006




SEDOL:





02 For For TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS


03 For For TO AMEND THE CERTIFICATE OF INCORPORATION TO ACCELERATE THE DECLASSIFICATION OF THE BOARD OF DIRECTORS


04 Against For TO AMEND THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE PROVISION REQUIRING PLURALITY VOTING FOR DIRECTORS

CommentsThis proposal would amend the Company's charter to eliminate the plurality voting provision for the election of directors. At first glance this would appear to be a step in the direction of good corporate governance practices. However, since the proposed amendment does not include the adopting of a majority vote standard, the lack of definitive language means that the default voting system would be that specified under Delaware corporate law which is the plurality standard. In other words, nothing would really change with the passage of this proposal. A shareholder proposal appearing later on this ballot contains the language to change to a majority vote standard for electing directors. Given this a vote is cast against this proposal.

05 For For TO AMEND THE CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS

CommentsThis proposal would eliminate a supermajority lock-in provision currently in the Company's charter which requires an 80 percent vote of outstanding shares to: remove a director, amend the provision prohibiting stockholder action by written consent and certain aspects related to board structure. While there is a shareholder proposal also on the ballot eliminating all supermajority vote requirements, this proposal is reflective of the same "majority rule" principal and merits a favorable vote.

06 For Against SHAREHOLDER PROPOSAL REGARDING DIRECTOR ELECTIONS

CommentsThis shareholder proposal requests that the Company take all necessary actions to required that directors be elected by a favorable majority of votes cast for the nominees plus votes withheld, unless there are more director candidates than director positions. This proposal provides the necessary steps for ensuring that the Company's proposal to remove the plurality standard for director elections from the Company charter without specifying a majority standard, does not allow the Company to "backdoor"



into the default Delaware corporate standard for electing directors, which is a plurality vote. A vote is cast in favor of the proposal.

07 For Against SHAREHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE


08 For Against SHAREHOLDER PROPOSAL REGARDING FUTURE SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES



1000798.1 12909-0448 700 700 02/28/2006 03/21/2006 03/22/2006



MOTOROLA, INC. Ticker: MOT Annual Meeting Date: 05/01/2006




SEDOL:



1A For For ELECTION OF DIRECTOR: E. ZANDER

CommentsThere is a two-thirds majority of independent outsiders at this company. However, one of the nominees failed to attend 75% of director meetings. A vote is cast in favor of all nominees except for the one who failed to attend 75% of his meetings.

1B Against For ELECTION OF DIRECTOR: H.L. FULLER


1C For For ELECTION OF DIRECTOR: J. LEWENT


1D For For ELECTION OF DIRECTOR: T. MEREDITH


1E For For ELECTION OF DIRECTOR: N. NEGROPONTE


1F For For ELECTION OF DIRECTOR: I. NOOYI


1G For For ELECTION OF DIRECTOR: S. SCOTT III


1H For For ELECTION OF DIRECTOR: R. SOMMER


1I For For ELECTION OF DIRECTOR: J. STENGEL



CommentsThere is a two-thirds majority of independent outsiders at this company. However, one of the nominees failed to attend 75% of director meetings. A vote is cast in favor of all nominees except for the one who failed to attend 75% of his meetings

1J For For ELECTION OF DIRECTOR: D. WARNER III


1K For For ELECTION OF DIRECTOR: J. WHITE


1L For For ELECTION OF DIRECTOR: M. WHITE


02 Against For ADOPTION OF THE MOTOROLA OMNIBUS INCENTIVE PLAN OF 2006


03 For Against SHAREHOLDER PROPOSAL RE: REDEEM OR VOTE POISON PILL



1000798.1 12909-0109 1,500 1,500 03/18/2006 04/23/2006 04/24/2006



NABORS INDUSTRIES LTD. Ticker: NBR Special Meeting Date: 03/30/2006

Issuer: G6359F City: Holdings Reconciliation Date: 02/17/2006



SEDOL:



01 Against For AMENDMENT TO AMENDED AND RESTATED BYE-LAWS TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK.



1000798.1 12909-0103 200 200 03/02/2006 03/13/2006 03/13/2006



NABORS INDUSTRIES LTD. Ticker: NBR Annual Meeting Date: 07/06/2006

Issuer: G6359F City: Holdings Reconciliation Date: 04/07/2006



SEDOL:



01 For DIRECTOR

Withheld EUGENE M. ISENBERG


02 For For APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET AUDITORS REMUNERATION.


03 Against For MANAGEMENT PROPOSAL: APPROVAL OF THE COMPANY S AMENDED AND RESTATED 2003 EMPLOYEE STOCK PLAN.

PoliciesAn existing stock option plan is amended by this proposal by adding shares to it.Combined with existing plans, the number of shares in this plan could result in excess of 20% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.


1000798.1 12909-0103 200 200 05/10/2006 05/24/2006 05/25/2006



NATIONAL CITY CORPORATION Ticker: NCC Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

Withheld J.E. BARFIELDFor J.S. BROADHURSTFor C.M. CONNORFor D.A. DABERKOFor B.P. HEALYFor S.C. LINDNERFor P.A. ORMONDFor G.L. SHAHEENFor J.S. THORNTONFor M. WEISS


02 Against For THE RATIFICATION OF THE AUDIT COMMITTEE S SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



1000798.1 12909-0103 400 400 03/10/2006 04/17/2006 04/17/2006



NATIONAL OILWELL VARCO, INC. Ticker: NOV Annual Meeting Date: 05/17/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF INDEPENDENT AUDITORS.



1000798.1 12909-0101 200 200 04/15/2006 05/08/2006 05/09/2006



NEENAH PAPER, INC. Ticker: NP Annual Meeting Date: 05/04/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF THE PERFORMANCE MEASURES UNDER THE NEENAH PAPER, INC. 2004 OMNIBUS STOCK AND INCENTIVE COMPENSATION PLAN.

PoliciesThis proposal asks shareholders to approve adding a new performance criterion(criteria) to a Company equity incentive compensation plan. A vote is cast against this proposal because the plan is flawed in that it does not disclose specific performance goals upon which awards are based. This addition only makes a bad plan worse. Also, the total shares in all the Company's plans represent in excess of 20%.(T)

03 For For TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF NEENAH PAPER, INC. FOR THE FISCAL YEAR ENDING 2006.



1000798.1 12909-0109 9 9 04/07/2006 04/26/2006 04/27/2006



NEWMONT MINING CORPORATION Ticker: NEM Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

For G.A. BARTONFor V.A. CALARCOFor N. DOYLE

Withheld V.M. HAGENFor M.S. HAMSONFor L.I. HIGDON, JR.For P. LASSONDEFor R.J. MILLERFor W.W. MURDYFor R.A. PLUMBRIDGEFor J.B. PRESCOTTFor D.C. ROTHFor S. SCHULICHFor J.V. TARANIK


02 For For RATIFY APPOINTMENT OF INDEPENDENT AUDITORS.


03 For Against STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN.



1000798.1 12909-0106 300 300 03/25/2006 04/17/2006 04/17/2006



NISSAN MOTOR CO., LTD. Ticker: NSANY Annual Meeting Date: 06/27/2006




SEDOL:



01 For For APPROVAL OF APPROPRIATION OF RETAINED EARNINGS FOR THE 107TH FISCAL YEAR


02 For For AMENDMENT TO THE ARTICLES OF INCORPORATION

CommentsThis proposal seeks shareholder approval of various amendments to the Company's articles of association. The amendments are essentially housekeeping in nature and not against the best interest of shareholders. A vote is cast in favor of the proposal.

03 Against For ISSUANCE OF SHINKABU-YOYAKUKEN (STOCK ACQUISITION RIGHT) WITHOUT CONSIDERATION AS STOCK OPTIONS TO EMPLOYEES OF THE COMPANY AND DIRECTORS AND EMPLOYEES OF ITS AFFILIATES

PoliciesA stock option plan is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

4A For For ELECT TAKEO OHTSUBO AS STATUTORY AUDITOR

CommentsThis proposal is for the election of statutory auditors. In Japanese companies statutory auditors are more comparable in rank to directors than auditors in US and UK companies. The same reasoning that it is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders as directors also applies to statutory auditors. There is such a majority here. A vote is cast for all nominees.

4B For For ELECT TOSHIYUKI NAKAMURA AS STATUTORY AUDITOR

CommentsThis proposal is for the election of statutory auditors. In Japanese companies statutory auditors are more comparable in rank to directors than auditors in US and UK companies. The same reasoning that it is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders as directors also applies to statutory auditors. There is such a majority here. A vote is cast for all nominees.

05 Against For GRANTING OF RETIREMENT ALLOWANCE TO THE RETIRING STATUTORY AUDITORS

CommentsThis seeks approval of retirement bonuses for directors and statutory auditors. They presumably have been fairly compensated for their services and the company fails to explain why this bonus is appropriate. A vote is cast against.


1000798.1 12909-0408 300 300 06/16/2006 06/16/2006 06/17/2006



NORFOLK SOUTHERN CORPORATION Ticker: NSC Annual Meeting Date: 05/11/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE APPOINTMENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS NORFOLK SOUTHERN S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0108 300 300 03/31/2006 04/27/2006 04/27/2006



NORTHERN TRUST CORPORATION Ticker: NTRS Annual Meeting Date: 04/18/2006




SEDOL:





02 Against For RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE CORPORATION S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 Against For APPROVAL OF AN AMENDMENT TO THE CORPORATION S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING TO ALLOW FOR ADOPTION OF A MAJORITY VOTE STANDARD IN THE ELECTION OF DIRECTORS.

PoliciesThis proposal eliminates cumulative voting, where each shareholder has votes equal to the number of shares multiplied by number of board nominees. A shareholder can lump all votes for one nominee--an effective way to elect someone. A no vote is cast.

04 Against Against CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL RELATING TO CHARITABLE CONTRIBUTIONS, IF IT IS PROPERLY PRESENTED AT THE ANNUAL MEETING.



1000798.1 12909-0104 100 100 03/16/2006 04/08/2006 04/10/2006



NORTHROP GRUMMAN CORPORATION Ticker: NOC Annual Meeting Date: 05/17/2006




SEDOL:



01 For DIRECTOR

For JOHN T. CHAIN, JR.For VIC FAZIOFor STEPHEN E. FRANK

Withheld CHARLES R. LARSONFor RICHARD B. MYERS

Withheld RONALD D. SUGAR


02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR.


03 For For PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPER MAJORITY VOTE REQUIREMENT.


04 For Against SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN.



1000798.1 12909-0102 406 406 04/18/2006 05/08/2006 05/09/2006



NUCOR CORPORATION Ticker: NUE Annual Meeting Date: 05/11/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS NUCOR S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006


03 Against For APPROVE THE AMENDMENT TO NUCOR S RESTATED CERTIFICATE OF INCORPORATION INCREASING ITS AUTHORIZED COMMON STOCK FROM 400,000,000 SHARES TO 800,000,000 SHARES


04 For Against STOCKHOLDER PROPOSAL



1000798.1 12909-0105 200 200 03/31/2006 05/03/2006 05/04/2006



NVR, INC. Ticker: NVR Annual Meeting Date: 05/04/2006




SEDOL:



01 For DIRECTOR

For C. SCOTT BARTLETT, JR.For TIMOTHY M. DONAHUE

Withheld WILLIAM A. MORAN


02 For For RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0105 100 100 03/24/2006 04/26/2006 04/27/2006



OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Annual Meeting Date: 05/05/2006




SEDOL:



01 For For DIRECTOR


02 For For THE RATIFICATION OF THE SELECTION OF KPMG AS INDEPENDENT AUDITORS.


03 Against For APPROVAL OF INCREASE IN AUTHORIZED CAPITAL STOCK.


04 For Against LIMIT ON EXECUTIVE COMPENSATION.

CommentsThis shareholder proposal requests that the Company eliminate all severance contracts and all remuneration for any member of management in an amount above $500,000 per year. Though an arbitrary restriction on executive pay would normally be opposed, a vote is cast in favor of this proposal in protest of the company's excessive pay practices. CEO Ray R. Irani received approximately $67.9 million in total compensation last year---more than 13 times the peer group median CEO pay. In fact, Iranis 2005 pay-package has been heralded as one of the largest of the year. While Iranis salary remained flat from the prior year at $1.3 million, and his bonus increased from $3.4 to $3.6 million, his restricted stock award was up sharply: $31 million in 2005, compared to $16.8 million in 2004. In addition, Irani received a $10.6 million long-term incentive payout for the latest 4-year performance period; and $1.1 million in other annual compensation that includes amounts for financial counseling, aircraft usage, and security services. Irani also realized $37.5 million in value from the exercise of 777,000 stock options in 2005, and at the end of that year held aggregate restricted shares and units with a value of $63 million. Iranis compensation is among the highest in the industry, but the Company is much smaller than other energy companies. The Company may be a strong performer, but Irani's pay level is excessive and unwarranted.

05 For Against SCIENTIFIC REPORT ON GLOBAL WARMING/COOLING.

CommentsThe proponent maintains that shareholders deserve a report indicating what scientific evidence is behind the companys global warming policies. Occidental Petroleum says its business plans are consistent with the goal of mitigating greenhouse gas (GHG) emissions. The proponent states that shareholders deserve a report indicating what



scientific evidence is behind the companys global warming policies. The Company says its business plans are consistent with the goal of mitigating GHG emissions. The requested report would give the Company the opportunity to explain how its plans are consistent with such goal, and the science that supports its approach. The report would also provide shareholders with information on an important topic. A vote is cast in favor.

06 For Against ELECTION OF DIRECTORS BY MAJORITY VOTE.



1000798.1 12909-0105 500 500 03/24/2006 04/28/2006 04/28/2006



OFFICE DEPOT, INC. Ticker: ODP Annual Meeting Date: 05/12/2006




SEDOL:



01 For DIRECTOR

For LEE A. AULT IIIFor NEIL R. AUSTRIANFor DAVID W. BERNAUERFor ABELARDO E. BRU

Withheld DAVID I. FUENTEFor BRENDA J. GAINESFor MYRA M. HARTFor W. SCOTT HEDRICKFor MICHAEL J. MYERSFor STEVE ODLAND


02 For For RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.


03 For Against TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING THAT OUR BOARD OF DIRECTORS INITIATE THE APPROPRIATE PROCESS TO AMEND THE GOVERNANCE DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS) OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING OF SHAREHOLDERS.



1000798.1 12909-0106 300 300 04/18/2006 05/02/2006 05/03/2006



OMNICOM GROUP INC. Ticker: OMC Annual Meeting Date: 05/23/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2006



1000798.1 12909-0106 200 200 04/29/2006 05/11/2006 05/11/2006



OREGON STEEL MILLS, INC. Ticker: OS Annual Meeting Date: 04/27/2006




SEDOL:



01 For DIRECTORFor JAMES E. DECLUSINFor CARL W. NEUN

Withheld FRANK M. WALKER



1000798.1 12909-0104 1,900 1,900 03/28/2006 04/17/2006 04/18/2006



PACCAR INC Ticker: PCAR Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

Withheld JAMES C. PIGOTTFor MARK C. PIGOTTFor WILLIAM G. REED, JR.


02 Against For APPROVE THE AMENDMENT AND RESTATEMENT OF THE LONG TERM INCENTIVE PLAN

CommentsThis proposal seeks approval to amend a stock incentive plan by: increasing the list of criteria upon which performance goals may be based; increasing the maximum amount of long-term performance cash award from $2 million to $6 million; and by increasing the award types permitted under the plan. The plan does not contain specify performance standards upon which to base awards and gives the compensation committee broad discretion in making awards. This is not in the best interest of shareholders, and the proposed changes would make this bad plan worse. A vote is cast against.

03 Against For APPROVE THE AMENDMENT AND RESTATEMENT OF THE SENIOR EXECUTIVE YEARLY INCENTIVE COMPENSATION PLAN


04 For Against STOCKHOLDER PROPOSAL REGARDING ANNUAL ELECTION OF ALL DIRECTORS


05 For Against STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE THRESHOLD





1000798.1 12909-0108 200 200 03/14/2006 04/06/2006 04/07/2006



PEABODY ENERGY CORPORATION Ticker: BTU Annual Meeting Date: 05/05/2006




SEDOL:





02 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 Against For APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK.


04 For Against SHAREHOLDER PROPOSAL REGARDING FORMATION OF SPECIAL COMMITTEE.

CommentsThis shareholder proposal requests that the Company's bylaws be amended to provide that a committee of the board's independent members meet with the proponent of a shareholder proposal that receives a majority vote if the Board has not complied with the proposal within 180 days of the meeting at which it received a majority vote. The proposal was prompted by the Company history of refusing to implement shareholder proposals that receive majority votes. The proposal is designed at improving communications between the Board and shareholders in such circumstances--it does not supplant the Board's decision-making authority. Given this Company's history, it would be in the best interests of shareholders to enhance such communications. A vote is cast in favor.



06 For Against SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION.

Policies



This proposal declassifies the board, which means that all directors would be elected annually instead of different classes being elected for staggered terms. This enhances the accountability of directors. A vote is cast in favor.

07 For Against SHAREHOLDER PROPOSAL REGARDING WATER USE.

CommentsThis shareholder proposal requests that the Company prepare a report detailing how the Company is responding to rising regulatory, competitive, public pressure to significantly reduce surface and groundwater withdrawals and water pollution from the company's current and proposed power plant operations, coal mining sources, and coal combustion waste facilities. The proponent is concerned that the Company's treatment of water resources is causing unnecessary damage to the environment and may be putting shareholders at risk. The proponent cites several examples. As one example, the proponent states that in Illinois, the attorney general is investigating alleged water pollution at the Company's Coal Eagle No. 2 mine site in Gallatin County. The Company argues that the proposal contains erroneous and incomplete information about the Company's operations. The Company father argues that the report is unnecessary as it plans to publish a corporate and social responsibility report outlining the Company's views on a variety of issues, including water use. It appears that the Company is facing problems related to its water use. The requested report would be a good way for the Company to explain its policies and to refute the proposal, which it claims is false. Given the charges made by the proponent and the investigation in Illinois, a full report on this important topic is in the best interest of shareholders a vote is cast in favor.


1000798.1 12909-0104 800 800 04/04/2006 04/27/2006 04/27/2006



PEPSICO, INC. Ticker: PEP Annual Meeting Date: 05/03/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


03 Against Against SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS (PROXY STATEMENT P. 23)

CommentsThis shareholder proposal requests that the Company publish in newspapers of general circulation in the cities of New York, Washington, D.C., Detroit, Chicago, San Francisco, Los Angeles, Dallas, Houston and Miami, and in the Wall Street Journal and USA Today, a detailed statement of each contribution made by the Company, either directly or indirectly, within the immediately preceding fiscal year, in respect of a political campaign, political party, referendum or citizens' initiative, or attempts to influence legislation, specifying the date and amount of each such contribution, and the person or organization to whom the contribution was made. PepsiCo has already agreed to implement disclosure of its political contributions and policy on its website, but this information will not be available in newspapers as proposed by the proponent. Publication of this information on the Company's website is more efficient and cost-effective, and the proponent's request is simply unreasonable. A vote is cast against.

04 Against Against SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS (PROXY STATEMENT P. 24)



1000798.1 12909-0108 1,000 1,000 03/28/2006 04/26/2006 04/26/2006



PFIZER INC. Ticker: PFE Annual Meeting Date: 04/27/2006




SEDOL:





02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For For MANAGEMENT PROPOSAL TO AMEND COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENTS AND FAIR PRICE PROVISION.

PoliciesThis eliminates a "fair price" provision. Such provisions can discourage takeovers that would be beneficial to shareholders. Furthermore, shareholders should be willing to accept any price they want. A vote is cast in favor.This proposal would replace the supermajority vote requirement on certain issues with a simple majority. It is in the best interests of shareholders for a majority vote to suffice. A vote is cast in favor of the proposal.

04 Against Against SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS FOR DIRECTORS.


05 For Against SHAREHOLDER PROPOSAL REQUESTING REPORTING ON PHARMACEUTICAL PRICE RESTRAINT.

CommentsThis shareholder proposal requests that the Company report on measures Pfizer is taking to contain the price increases of its most-prescribed drugs to levels equal to or below the annual rate of inflation. Given that access to pharmaceutical products is essential for adequate health care for all Americans, the proponent states that restraining price increases is an effective way to expand access to pharmaceutical products. The proponent also argues that while Pfizer's discount drug programs are welcome, moderating price increases could be a more efficient and effective way to increase access to medicines, with minimal impacts of profits and research. The Company argues that prices that adequately reflect the value of its products provide Pfizer with the best opportunity to invest in the research and other operations needed to discover, develop and manufacture treatments for people with untreated medical conditions. Pfizer states that it helps more people in more effective ways by setting prices based on the real value of its medicines, and then working hard to help those who genuinely need assistance. The requested report would allow the Company to further explain its policies in this area, and would give shareholders information on an important topic. Also, given Pfizer's thorough response to the proposal, producing the requested report would not be burdensome on the Company. A vote is cast in favor.

06 For Against SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING.




07 For Against SHAREHOLDER PROPOSAL REQUESTING SEPARATION OF ROLES OF CHAIRMAN AND CEO.

CommentsThis proposal seeks to separate the offices of chairman of the board and chief executive officer and have an independent serve as the chair. The chair should be in a position to oversee and monitor the CEO. That can only happen if different people hold the positions and the chair is independent. A vote is cast in favor.

08 For Against SHAREHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL CONTRIBUTIONS.


09 For Against SHAREHOLDER PROPOSAL REQUESTING A REPORT ON THE FEASIBILITY OF AMENDING PFIZER S CORPORATE POLICY ON LABORATORY ANIMAL CARE AND USE.

CommentsThis shareholder proposal requests that the Board issue a report on the feasibility of amending the Company's Animal Care and Use Policy to ensure that it is applies to all contract laboratories and is reviewed with such labs on a regular basis; and that superior standards of care for test animals used by the Company and contract labs contain provisions to ensure that the animals' psychological, social and behavioral needs are met. It further requests that the Board issue an annual report to shareholders on the extent to which in-house and contract labs are adhering to the policy including the implementation of the psychological enrichment measures. The proposal cites the example of Covance, Inc., a British lab which lost a suit against People for the Ethical Treatment of Animals (PETA) for publicizing its abuse of lab animals. The Company feels that the additional assurances called for in this proposal are unnecessary given the Company's adherence to government regulations and its adopted Animal Care and Use policy it publishes on its website. It is clear, however, that even with the best of intentions, the standards of treatment of animals at contract labs has lapsed as witnessed by the documented instances of animal abuse at Covance. Given this, the Company should be willing to make its animal treatment requirements clear to its subcontractors and to monitor and report on such. A vote is cast in favor of the shareholder proposal.

10 For Against SHAREHOLDER PROPOSAL REQUESTING JUSTIFICATION FOR FINANCIAL CONTRIBUTIONS WHICH ADVANCE ANIMAL-BASED TESTING METHODOLOGIES.

CommentsThis shareholder proposal requests that the Company report to shareholders on the justification for affirmatively contributing to the advancement of animal-based testing while publicly promoting an animal care Policy that affirmatively commits to the advancement of non-animal based test methodologies. The proponent argues that the Company's Laboratory Animal Care and Use policy asserts that Pfizer is committed to reducing, refining and replacing animal-based methods. However, according to the proponent, the Financial Times reported that Pfizer and two other companies donated 4 million pounds to British universities to promote medical research specifically using animals. The article said that "the donation was part of a greater willingness by their industry to back animal testing publicly." Pfizer argues that it remains committed to the use of alternative testing methods wherever appropriate, but maintains that the overall testing process must involve some level of "in vivo" testing to assure effectiveness and safety. Using corporate funds to promote testing that might seem in conflict with the Company's policies creates reputational risk, and threatens the Company's integrity. This report would give Pfizer the opportunity to fully explain why the donations are in harmony with its policies. This transparency is in the best interest of shareholders. Also, based on the Company's response to the proposal, the requested report would not be burdensome. A vote is cast in favor.




1000798.1 12909-0103 4,520 4,520 03/16/2006 04/14/2006 04/15/2006



PG&E CORPORATION Ticker: PCG Annual Meeting Date: 04/19/2006




SEDOL:



01 For DIRECTOR

For DAVID R. ANDREWSFor LESLIE S. BILLERFor DAVID A. COULTERFor C. LEE COXFor PETER A. DARBEEFor MARYELLEN C. HERRINGERFor MARY S. METZFor BARBARA L. RAMBO

Withheld BARRY LAWSON WILLIAMS

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread so thin. A vote is withheld from such nominees. A vote is cast for all other nominees since there is a two-thirds majority of independent outsiders.

02 For For RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 For Against POISON PILL

PoliciesThis proposal requests the company to redeem its poison pill plan unless it is approved by shareholders, and to prohibit the adoption of a new pill without shareholder approval. Since poison pills can be used to discourage takeovers that are beneficial to shareholders, a vote is cast in favor of the proposal.




1000798.1 12909-0108 300 300 03/10/2006 03/31/2006 04/01/2006



PIPER JAFFRAY COMPANIES Ticker: PJC Annual Meeting Date: 05/02/2006




SEDOL:





02 Against For APPROVAL OF THE AMENDED AND RESTATED 2003 ANNUAL AND LONG-TERM INCENTIVE PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in this plan could result in excess of 20% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

03 For For RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR FOR THE YEAR ENDED DECEMBER 31, 2006.


04 For Against SHAREHOLDER PROPOSAL REQUESTING DECLASSIFICATION OF THE BOARD OF DIRECTORS AND ANNUAL ELECTION OF ALL DIRECTORS.



1000798.1 12909-0100 12 12 03/16/2006 04/25/2006 04/25/2006



PITNEY BOWES INC. Ticker: PBI Annual Meeting Date: 05/08/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 Against For APPROVAL OF AMENDED AND RESTATED KEY EMPLOYEES INCENTIVE PLAN.

CommentsThis proposal seeks to amend a cash bonus plan to increase the maximum payout for annual awards to 4 million dollars, and the maximum payout for awards spanning a three-year performance period to 8 million dollars. The proposed increases are not in the best interest of shareholders. This plan does not have specific performance standards. A vote is cast against.

04 For For APPROVAL OF THE PITNEY BOWES 1998 U.K. S.A.Y.E. STOCK OPTION PLAN.

CommentsThis proposal seeks to approve a stock option plan for UK employees. The plan allows employees in the UK to purchase options for 80 percent (90 percent in practice) of the average closing prices on the three prior trading days before October 1 of each year. Participants may contribute up to 250 pounds per month under this plan, and choose either a three-year or five-year savings period. The plan functions like an employee stock purchase plan, which allows all full and most part-time employees to use their salary to purchase stock in the company. This is in the best interest of shareholders as it aligns the interests of employees and shareholders. A vote is cast in favor.


1000798.1 12909-0100 200 200 03/28/2006 04/28/2006 04/28/2006



PPG INDUSTRIES, INC. Ticker: PPG Annual Meeting Date: 04/20/2006




SEDOL:



01 For For DIRECTOR


02 Against For PROPOSAL TO APPROVE THE PPG INDUSTRIES, INC. OMNIBUS INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in this plan could result in excess of 20% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 For For PROPOSAL TO ENDORSE THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0107 200 200 03/07/2006 03/31/2006 04/01/2006



PPL CORPORATION Ticker: PPL Annual Meeting Date: 04/28/2006




SEDOL:



01 For For DIRECTOR


02 Against For RE-APPROVAL OF SHORT-TERM INCENTIVE PLAN


03 For For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


04 For Against SHAREOWNER PROPOSAL



1000798.1 12909-0106 400 400 03/23/2006 04/19/2006 04/20/2006



PRAXAIR, INC. Ticker: PX Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 For None PROPOSAL TO APPROVE AN AMENDMENT TO THE PRAXAIR, INC. CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD. (NOTE: THE BOARD MAKES NO RECOMMENDATION FOR PROPOSAL 2)


03 Against For PROPOSAL TO RE-APPROVE PERFORMANCE GOALS UNDER PRAXAIR S SECTION 162(M) PLAN.

CommentsA cash bonus plan is re-established by this proposal. The plan does not specify performance standards upon which to base the granting of awards. That is not in the best interest of shareholders. A vote is cast against.

04 For For PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR.



1000798.1 12909-0104 200 200 03/21/2006 04/05/2006 04/05/2006



PRINCIPAL FINANCIAL GROUP, INC. Ticker: PFG Annual Meeting Date: 05/16/2006

Issuer: 74251V City: Holdings Reconciliation Date: 03/17/2006



SEDOL:



01 For DIRECTOR

For J. BARRY GRISWELLFor RICHARD L KEYSERFor ARJUN K. MATHRANI

Withheld ELIZABETH E. TALLETTFor THERESE M. VAUGHAN


02 For For RATIFICATION OF AUDITORS



1000798.1 12909-0102 200 200 03/31/2006 05/03/2006 05/04/2006



PROGRESS ENERGY, INC. Ticker: PGN Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS PROGRESS ENERGY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For For THE PROPOSAL RELATING TO THE DECLASSIFICATION OF THE BOARD OF DIRECTORS.


04 For For THE PROPOSAL RELATING TO DIRECTOR ELECTION BY MAJORITY VOTE.

CommentsThis management proposal seeks approval to amend the Company's bylaws to provide nominees standing for election to the board must receive the vote of a majority of shares cast at an annual meeting of the shareholders in order to be elected. Currently, directors only need a plurality of votes to win re-election, which ensures the re-election of all incumbents who are running without opposition. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns (e.g., against Eisner at Disney or against three nominees at Safeway) that are waged against incumbent directors who shareholders feel are not responsive. Such vote no campaigns are currently just symbolic protest votes. A vote is cast in favor of this proposal.

05 For Against SHAREHOLDER PROPOSAL RELATING TO A RESPONSIBLE CONTRACTOR POLICY.

CommentsThis shareholder proposal requests that the Company adopt, implement and enforce a responsible contractor policy to improve safety and security at the Company's nuclear facilities. Such a policy would prohibit the procurement of services from contractors with a history of regulatory violations. Regulatory compliance by the Company's independent contractors is of critical importance to the Company's nuclear power operations. The proponent argues that the lack of a responsible contractor policy has contributed to security violations at the Company's Crystal River nuclear facility. Several employees of Brock Enterprises, an independent contractor for the Company, allegedly used false identification to apply for their jobs and gain access to the Crystal River nuclear power plant. This security incident led to an investigation of Brock's employment records by the Department of Homeland Security.



The Company argues that the events at the Crystal River Plant were found to relate to identity theft, not to a security failure. Regardless, developing a responsible contractor policy that can help mitigate safety and security risks is in the best interest of the Company and its shareholders. The Company believes that it already maintains and enforces an effective independent contractor policy. In such case, support of this proposal is in line with the Company's current practices and would strengthen its policies in this area. A vote is therefore cast in favor.


1000798.1 12909-0105 200 200 03/31/2006 05/01/2006 05/02/2006



PROLOGIS Ticker: PLD Annual Meeting Date: 05/26/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL AND ADOPTION OF THE 2006 LONG-TERM INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Combined with existing plans, the number of shares in the plan could result in excess of 5% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the proposal.

03 For For RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


04 Against For TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER.

PoliciesThis proposal requests permission to act upon such other business as may properly come before the meeting. Such a blank check delegation of voting rights is not in the best interests of shareholders. A vote is cast against.


1000798.1 12909-0102 200 200 04/01/2006 05/16/2006 05/17/2006



PRUDENTIAL FINANCIAL, INC. Ticker: PRU Annual Meeting Date: 05/09/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2006.


03 For Against A SHAREHOLDER PROPOSAL REGARDING SEVERANCE PAYMENTS.



1000798.1 12909-0102 400 400 03/31/2006 05/01/2006 05/02/2006



PULTE HOMES, INC. Ticker: PHM Annual Meeting Date: 05/11/2006




SEDOL:



01 For For DIRECTOR


02 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS PULTE HOMES INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 For Against A SHAREHOLDER PROPOSAL REQUESTING THE ELECTION OF DIRECTORS BY A MAJORITY, RATHER THAN PLURALITY, VOTE.


04 For Against A SHAREHOLDER PROPOSAL REQUESTING THE DECLASSIFICATION OF THE BOARD OF DIRECTORS.


05 For Against A SHAREHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS.


06 For Against A SHAREHOLDER PROPOSAL REGARDING THE USE OF PERFORMANCE-BASEDOPTIONS.

CommentsThis proposal requests that a significant portion of future stock option grants to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options. This would be a good way to better align the interests of shareholders and senior executives.



A vote is cast in favor.


1000798.1 12909-0101 400 400 04/05/2006 05/02/2006 05/03/2006



QUALCOMM, INCORPORATED Ticker: QCOM Annual Meeting Date: 03/07/2006




SEDOL:



01 For For DIRECTOR


Comments(At this company, which has a classified board, all the nominees are outsiders.)

02 For For TO APPROVE AMENDMENTS TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFIED BOARD AND CUMULATIVE VOTING.


CommentsIn addition to declassifying the board, this proposal also eliminates cumulative voting, where each shareholder has votes equal to the number of shares multiplied by the number of board nominees. Under cumulative voting, a shareholder can lump all votes for one nominee, which is an effective way to elect someone. It is bad corporate governance practice to lump these proposals together as the company has done. However, a vote is still cast in favor given that the annual election of directors will help to strengthen accountability.

03 Against For TO APPROVE THE COMBINATION OF THE COMPANY S EQUITY COMPENSATION PLANS AS THE 2006 LONG-TERM INCENTIVE PLAN AND AN INCREASE IN THE SHARE RESERVE BY 65,000,000 SHARES.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with shares in other stock plans at the company, the number of shares requested would cause in excess of 15% dilution of current shareholder equity.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

04 For For TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE COMPANY S FISCAL YEAR ENDING SEPTEMBER 24, 2006.


05 Against For TO APPROVE ANY ADJOURNMENTS OF THE MEETING TO ANOTHER TIME OR PLACE, IF NECESSARY IN THE JUDGMENT OF THE



PROXY HOLDERS, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF ANY OF THE FOREGOING PROPOSALS.

PoliciesThis proposal seeks an adjournment to seek more votes, if necessary, for items on the agenda. Since all agenda items are not being supported, a vote is cast against the proposal.


1000798.1 12909-0103 1,000 1,000 01/19/2006 02/22/2006 02/22/2006



QUEBECOR WORLD INC. Ticker: IQW Annual Meeting Date: 05/10/2006




SEDOL:



01 Withhold For ELECTION OF DIRECTORS AS OUTLINED IN THE MANAGEMENT PROXY CIRCULAR.


02 For For RE-APPOINT KPMG LLP AS AUDITOR AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX ITS REMUNERATION.

PoliciesThe appointment of auditors and approval of their remuneration is a routine matter that does not materially affect shareholders. No objection has been made. A vote is cast in favor.

03 For None SHAREHOLDER PROPOSAL AS OUTLINED IN THE MANAGEMENT PROXY CIRCULAR. THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON IS DETAILED IN SCHEDULE E TO THE MANAGEMENT PROXY CIRCULAR.

CommentsThis shareholder proposal requests that the Company seek approval of the holders of its subordinate voting shares at least every three years to continue the Company's share structure. The Company currently has a dual class stock structure with "multiple voting shares" and "subordinate voting shares". Each multiple voting share carries the right to 10 votes, and each subordinate voting share carries the right to one vote. According to the proponent, Quebecor Inc. holds almost all of the outstanding multiple voting shares. Because of the unequal voting rights, Quebecor controls 84% of the voting power, but has a minority of capital invested in the Company. This is not in the best interest of shareholders. Best corporate governance practices call for all shareholders to have equal voting rights that are in proportion to their capital investments in the Company. This proposal is in the best interest of shareholders and would increase accountability at the Company. A vote is cast in favor.


1000798.1 12909-0106 200 200 04/06/2006 04/20/2006 04/20/2006



QWEST COMMUNICATIONS INTERNATIONAL I Ticker: Q Annual Meeting Date: 05/24/2006




SEDOL:





02 Against For RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR 2006


03 Against For APPROVAL OF THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN

CommentsThis proposal seeks approval to amend a stock incentive plan to do the following: provide that non-employee directors are eligible to receive additional types of awards other than stock options; comply with new tax laws relating to certain types of deferred compensation arrangements; and revise the definition of termination for "cause." While the latter two amendments are fine, allowing for additional awards types for non-employee directors is not in the best interests of shareholders. This plan does not have specific performance standards, and it does not take director attendance into account. Adding additional award types for which directors do not even have to pay the exercise price makes this bad plan worse. A vote is cast against.

04 For Against STOCKHOLDER PROPOSAL - REQUESTING WE ADOPT A POLICY WHEREBY, IN THE EVENT OF A SUBSTANTIAL RESTATEMENT OF FINANCIAL RESULTS, OUR BOARD OF DIRECTORS SHALL REVIEW CERTAIN PERFORMANCE-BASED COMPENSATION MADE TO EXECUTIVE OFFICERS AND PURSUE LEGAL REMEDIES TO RECOVER SUCH COMPENSATION TO THE EXTENT THAT THE RESTATED RESULTS DO NOT EXCEED ORIGINAL PERFORMANCE TARGETS


05 For Against STOCKHOLDER PROPOSAL - REQUESTING WE SEEK STOCKHOLDER APPROVAL OF CERTAIN BENEFITS FOR SENIOR EXECUTIVES UNDER OUR NON-QUALIFIED PENSION PLAN OR ANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

CommentsThis proposal seeks to require the Company to seek shareholder approval of any future supplemental executive retirement plan ("SERP"), or individual retirement arrangement, for senior executives that provides preferential benefit formulas, or supplemental



pension benefits, not provided to other managers under the Company's regular tax-qualified pension plan. Because SERPs are unfunded plans and payable out of the Company's general assets, the associated pension liabilities can be significant. Therefore, it is in the best interests of shareholders that they approve such plans. A vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL - AMENDMENT OF BYLAWS TO PROVIDE THAT DIRECTORS BE ELECTED BY A MAJORITY VOTE (OR IN SOME CASES A PLURALITY VOTE)


07 For Against STOCKHOLDER PROPOSAL - REQUESTING WE ESTABLISH A POLICY OF SEPARATING THE ROLES OF CHAIRMAN OF THE BOARD AND CEO



1000798.1 12909-0109 1,000 1,000 04/11/2006 05/12/2006 05/13/2006



RAYTHEON COMPANY Ticker: RTN Annual Meeting Date: 05/03/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF INDEPENDENT AUDITORS


03 Against For TERMS OF PERFORMANCE AWARDS UNDER LONG-TERM PERFORMANCE PLAN

CommentsA cash and stock bonus plan is established by this proposal. The plan does not specify performance standards upon which to base the granting of awards. That is not in the best interest of shareholders. A vote is cast against.

04 For Against MAJORITY VOTING FOR DIRECTORS




06 For Against SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

CommentsThis proposal seeks to require the Company to seek shareholder approval of any future extraordinary retirement benefit for senior executives under the Company's supplemental executive retirement plan ("SERP"). SERP refers to any plan that supplements executives' retirement pay with non qualified benefits above compensation limits set by the Internal Revenue Code. "Extraordinary benefits" are defined as additional years



of service credit not actually worked, preferential benefit formulas not provided under the Company's qualified pension plan, or the accelerated vesting of pension benefits. Because SERPs are unfunded plans and payable out of the Company's general assets, the associated pension liabilities can be significant. Therefore, it is in the best interests of shareholders that they approve such plans. A vote is cast in favor.


CommentsThis proposal seeks to require the Company to seek shareholder approval of any future extraordinary retirement benefit for senior executives under the Company's supplemental executive retirement plan ("SERP"). SERP refers to any plan that supplements executives' retirement pay with non qualified benefits above compensation limits set by the Internal Revenue Code. "Extraordinary benefits" are defined as additional years of service credit not actually worked, preferential benefit formulas not provided under the Company's qualified pension plan, or the accelerated vesting of pension benefits. Because SERPs are unfunded plans and payable out of the Company's general assets, the associated pension liabilities can be significant. Therefore, it is in the best interests of shareholders that they approve such plans. A vote is cast in favor.


1000798.1 12909-0507 300 300 03/31/2006 04/25/2006 04/26/2006



REGIONS FINANCIAL CORP. Ticker: RF Annual Meeting Date: 05/18/2006

Issuer: 7591EP City: Holdings Reconciliation Date: 03/23/2006



SEDOL:



01 For For DIRECTOR


02 Against For TO APPROVE THE REGIONS FINANCIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN.


03 Against For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS REGIONS INDEPENDENT AUDITORS FOR THE YEAR 2006.


04 For Against SHAREHOLDER PROPOSAL TO RECOMMEND THE ANNUAL ELECTION OF ALL DIRECTORS.



1000798.1 12909-0100 300 300 04/13/2006 05/09/2006 05/10/2006



RELIANT ENERGY, INC. Ticker: RRI Annual Meeting Date: 05/19/2006

Issuer: 75952B City: Holdings Reconciliation Date: 03/22/2006



SEDOL:





02 For For PROPOSAL TO RATIFY KPMG LLP AS RELIANT ENERGY, INC. S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006


03 For None STOCKHOLDER PROPOSAL REGARDING THE ELIMINATION OF A CLASSIFIED BOARD OF DIRECTORS



1000798.1 12909-0105 158 158 04/19/2006 05/10/2006 05/11/2006



REYNOLDS AMERICAN INC. Ticker: RAI Annual Meeting Date: 05/03/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF KPMG LLP AS INDEPENDENT AUDITORS


03 Against Against SHAREHOLDER PROPOSAL ON IMPACT ON YOUTH OF FLAVORED CIGARETTES

CommentsThis shareholder proposal requests that the Company initiate and oversee an independent analysis of those who begin smoking its flavored brands. If more than 20% of the new initiates are youth, they shall ask the Company to cease immediately all testing, development, and marketing of flavored cigarettes anywhere in the world. The proponent argues that flavored cigarettes have a special appeal to youth. The Company argues that ceasing all testing, development and marketing of "flavored" cigarettes would severely compromise its ability to serve adult consumers, given that nearly all cigarettes have flavorings. The Company says its "specialty" blends play a strong role in building the equity of the Camel brand. In order to meet the Company's stated goal of growth on investment brands overtaking declines on other brands, while continuing to deliver sustainable earnings growth, the Company argues that it is critical that equity behind Camel be supported in innovative ways such as the specialty blends. The Company states that it does not conduct market research among underage, illegal consumers; its research has, however, verified that the styles' appeal to adult smokers. The Company further states that the specialty blends are marketed and advertised at the point of sale; in age-restricted facilities, such as bars; and in magazines that have at least 85% adult readership. Also, it is unclear how the requested study could be conducted. Given these factors, a vote is cast against.

04 Against Against SHAREHOLDER PROPOSAL ON LAWS COMBATING USE OF TOBACCO

CommentsThis shareholder proposal asks the company to make as public policy a commitment to support legislation at all levels of local, regional, state, and federal government which: 1) ban smoking in public places; 2) increase taxes on tobacco; and 3) repeal existing state preemption laws limiting local smoke free air ordinances. The Company argues persuasively that it would be in the best interests of shareholders for government, businesses and the public to make their own decisions on these issues. A vote is cast against.





1000798.1 12909-0106 100 100 03/28/2006 04/27/2006 04/28/2006



ROCKWELL AUTOMATION, INC. Ticker: ROK Annual Meeting Date: 02/01/2006




SEDOL:



A For DIRECTOR

For BETTY C. ALEWINEFor VERNE G. ISTOCK

Withheld DAVID B. SPEER


B For For APPROVE THE SELECTION OF AUDITORS.



1000798.1 12909-0109 200 200 12/15/2005 01/13/2006 01/13/2006



ROHM AND HAAS COMPANY Ticker: ROH Annual Meeting Date: 05/01/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS ROHM AND HAAS COMPANY S REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0107 200 200 03/24/2006 04/20/2006 04/20/2006



SAFEWAY INC. Ticker: SWY Annual Meeting Date: 05/25/2006




SEDOL:



1A Abstain For ELECTION OF DIRECTOR: STEVEN A. BURD


1B Abstain For ELECTION OF DIRECTOR: JANET E. GROVE


1C Abstain For ELECTION OF DIRECTOR: MOHAN GYANI


1D Abstain For ELECTION OF DIRECTOR: PAUL HAZEN


1E Abstain For ELECTION OF DIRECTOR: ROBERT I. MACDONNELL


1F Abstain For ELECTION OF DIRECTOR: DOUGLAS J. MACKENZIE


1G Abstain For ELECTION OF DIRECTOR: REBECCA A. STIRN


1H Abstain For ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER

PoliciesThis company has underperformed its broad market index and its peer group during the past five years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

1I Abstain For ELECTION OF DIRECTOR: RAYMOND G. VIAULT




02 Against For RE-APPROVAL OF 2001 AMENDED AND RESTATED OPERATING PERFORMANCE BONUS PLAN FOR EXECUTIVE OFFICERS OF SAFEWAY INC.


03 Against For RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2006. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST STOCKHOLDER PROPOSALS 4, 5, 6, 7 AND 8.


04 For Against STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING.


05 For Against STOCKHOLDER PROPOSAL REQUESTING A SEPARATE VOTE ON GOLDEN PAY IN CONNECTION WITH A MERGER.

CommentsThis shareholder proposal asks the Board to adopt a policy that any merger which includes golden parachutes or golden hellos, be approved by shareholders as a separate item on the same ballot. The proponent said that shareholders do not have a way to support a profitable merger and object to golden pay that is excessive. Golden parachutes and hellos can be excessive and unjustified therefore, a vote is cast in favor of this proposal.

06 For Against STOCKHOLDER PROPOSAL REQUESTING THE CREATION OF A FORMAL MECHANISM FOR DIALOGUE BETWEEN INDEPENDENT DIRECTORS AND SHAREHOLDERS.

CommentsThis proposal requests that the Board establish an Office of the Board of directors to enable direct communications on corporate governance matters. The office shall report directly to a committee of the non-management directors. Improving communications between the Board and its shareholders is clearly in the best interests of shareholders. A vote is cast in favor.

07 Against Against STOCKHOLDER PROPOSAL REQUESTING THE LABELING OF GENETICALLY ENGINEERED PRODUCTS.

CommentsThis shareholder proposal requests the Board of Directors adopt a policy to identify and label all food products manufactured or sold by the company under the company's brand names or private labels that may contain genetically engineered ingredients. The Company argues persuasively that from a practical standpoint it is very difficult to determine what constitutes genetically engineered products, not practical for it to force manufacturers to label their products as requested, and such labeling would create confusion and place its products at a competitive disadvantage. The Company also stresses that it is in compliance with all government labeling regulations set by the Food and Drug Administration. Therefore, a vote is cast against this proposal.

08 For Against STOCKHOLDER PROPOSAL REQUESTING THAT THE COMPANY ISSUE A SUSTAINABILITY REPORT.





1000798.1 12909-0208 100 100 04/18/2006 05/16/2006 05/17/2006



SCHERING-PLOUGH CORPORATION Ticker: SGP Annual Meeting Date: 05/19/2006




SEDOL:





02 For For RATIFY THE DESIGNATION OF DELOITTE & TOUCHE LLP TO AUDIT THE BOOKS AND ACCOUNTS FOR 2006


03 For For APPROVE AMENDMENTS TO GOVERNING INSTRUMENTS TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS


04 For For APPROVE THE DIRECTORS COMPENSATION PLAN

PoliciesThis authorizes a plan which enables directors to defer their compensation. The deferral is a tax advantage for the directors and has no adverse impact on shareholders. A vote in favor is cast.This proposal provides that directors can choose to be paid in stock or cash. This is a good way to better align the interests of shareholders and directors and protects directors who would be hurt by stock only payments. A vote in favor is cast.

05 Against For APPROVE THE 2006 STOCK INCENTIVE PLAN


06 For Against SHAREHOLDER PROPOSAL ON MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS IN CERTIFICATE OF INCORPORATION


07 For Against SHAREHOLDER PROPOSAL ON MAJORITY VOTE ON THE GREATEST NUMBER OF GOVERNANCE ISSUES PRACTICABLE



CommentsThis shareholder proposal requests that the Company adopt a simple majority shareholder vote requirement and make it applicable to the greatest number of governance issues practicable. This proposal is focused on adoption of the lowest practicable majority vote requirements to the fullest extent practicable. Supermajority vote provisions may deter potential takeover bids for the company and therefore potentially decrease the value of the stock. Also, supermajority requirements detract from a simple majority's power to enforce its will. If a majority of shares support a proposal, that level of support should be sufficient. A vote is cast in favor.


1000798.1 12909-0101 900 900 03/31/2006 05/16/2006 05/17/2006



SCHLUMBERGER LIMITED (SCHLUMBERGER N Ticker: SLB Annual Meeting Date: 04/12/2006




SEDOL:



01 For For DIRECTOR


02 For For ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS


03 Against For ADOPTION OF AMENDMENT TO THE ARTICLES OF INCORPORATION

CommentsThe company seeks to increase the number of common shares authorized to effectuate a stock split. Splits are normally in the best interests of shareholders, but this request seeks more shares than are justified for the split. A vote is cast against.

04 Against For APPROVAL OF AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER 2005 STOCK OPTION PLAN

PoliciesThis proposal asks shareholders to approve adding a new performance criterion(criteria) to a company equity incentive compensation plan. A vote is cast against this proposal because the plan is flawed in that it does not disclose specific performance goals upon which awards are based. This addition only makes a bad plan worse.

05 For For APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



1000798.1 12909-0108 500 500 03/14/2006 03/27/2006 03/28/2006



SEACOR HOLDINGS INC. Ticker: CKH Annual Meeting Date: 05/17/2006




SEDOL:



01 For DIRECTOR

Withheld CHARLES FABRIKANTWithheld ANDREW R. MORSEWithheld MICHAEL E. GELLERT

For STEPHEN STAMASFor R.M. FAIRBANKS, IIIFor PIERRE DE DEMANDOLXFor JOHN C. HADJIPATERAS

Withheld OIVIND LORENTZENWithheld JAMES A. F. COWDEROY

For STEVEN J. WISCHFor CHRISTOPHER REGAN

Withheld STEVEN WEBSTER


02 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0101 338 338 04/19/2006 05/05/2006 05/06/2006



SEARS HOLDINGS CORPORATION Ticker: SHLD Annual Meeting Date: 04/12/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVE THE SEARS HOLDINGS CORPORATION 2006 ASSOCIATE STOCK PURCHASE PLAN


03 Against For APPROVE THE SEARS HOLDINGS CORPORATION 2006 STOCK PLAN

PoliciesThis proposal establishes a restricted stock plan for key executives. The plan fails to specify performance standards upon which the stock will be granted, without which a judgement cannot be made as to the plan's validity. A vote is cast against.

04 Against For APPROVE THE SEARS HOLDINGS CORPORATION UMBRELLA INCENTIVE PROGRAM

CommentsA cash and stock bonus plan is established by this proposal. More specifically, a collection of annual and long-term bonus plans are established under an "umbrella incentive program" by this proposal. The program does not specify performance standards upon which to base the granting of awards. That is not in the best interest of shareholders. A vote is cast against.

05 For For RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2006



1000798.1 12909-0106 94 94 03/18/2006 03/28/2006 03/28/2006



SEMPRA ENERGY Ticker: SRE Annual Meeting Date: 05/04/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF INDEPENDENT AUDITORS


03 For For ARTICLES AMENDMENT FOR THE ANNUAL ELECTION OF ALL DIRECTORS


04 For Against SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-BASED STOCK OPTIONS

CommentsThis proposal requests that all future stock option grants to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options. This would be a good way to better align the interests of shareholders and senior executives. A vote is cast in favor.


1000798.1 12909-0109 200 200 03/21/2006 04/26/2006 04/27/2006



SIMON PROPERTY GROUP, INC. Ticker: SPG Annual Meeting Date: 05/11/2006




SEDOL:



01 For DIRECTOR

Withheld BIRCH BAYHFor MELVYN E. BERGSTEINFor LINDA WALKER BYNOEFor KAREN N. HORNFor REUBEN S. LEIBOWITZFor J. ALBERT SMITH, JR.For PIETER S. VAN DEN BERG


02 Against For APPROVAL OF PROPOSED AMENDMENT TO STOCK INCENTIVE PLAN.

CommentsThis proposal seeks to amend a stock incentive plan to make changes to the automatic initial and annual restricted stock awards granted to outside directors. The plan currently provides for an automatic award of 1,000 shares of restricted stock to outside directors upon their initial election to the board, and 1,000 shares of restricted stock annually thereafter. The proposed amendment to the plan would provide for an automatic initial award of restricted stock valued at $82,500 and an automatic annual award of restricted stock valued at $82,500. All restricted stock grants would vest in full after one year. The proposed changes would significantly increase director pay. The restricted stock awards in the past year were valued at approximately $69,000. The Company does not explain the need for such an increase. While the Company has been a strong performer, directors already receive competitive cash compensation and high equity awards. The Company's least compensated director in 2005 received a total pay of approximately $86,000. Also, the plan does not take director attendance or performance into account, which is not in the best interest of shareholders. A vote is therefore cast against.

03 For For RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


04 For Against TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL

CommentsThis shareholder proposal requests the Board to amend its corporate documents to provide nominees standing for election to the board must receive the vote of a majority of shares cast at an annual meeting of the shareholders in order to be elected. Currently, directors only need a plurality of votes to win re-election, which ensures the re-election of all incumbents who are running without opposition.



Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns (e.g., against Eisner at Disney or against three nominees at Safeway) that are waged against incumbent directors who shareholders feel are not responsive. Such vote no campaigns are currently just symbolic protest votes. A vote is cast in favor of this proposal.


1000798.1 12909-0109 200 200 04/01/2006 05/02/2006 05/03/2006



SLM CORPORATION Ticker: SLM Annual Meeting Date: 05/18/2006




SEDOL:



01 For DIRECTOR

For ANN TORRE BATESFor CHARLES L. DALEYFor W.M. DIEFENDERFER IIIFor THOMAS J. FITZPATRICKFor DIANE SUITT GILLELANDFor EARL A. GOODEFor RONALD F. HUNTFor BENJAMIN J. LAMBERT IIIFor ALBERT L. LORDFor BARRY A. MUNITZFor A. ALEXANDER PORTER, JRFor WOLFGANG SCHOELLKOPFFor STEVEN L. SHAPIRO

Withheld BARRY L. WILLIAMS


02 For For RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION S INDEPENDENT ACCOUNTANTS.



1000798.1 12909-0106 300 300 04/05/2006 05/09/2006 05/10/2006



SOUTHWEST GAS CORPORATION Ticker: SWX Annual Meeting Date: 05/04/2006




SEDOL:



01 For For DIRECTOR


02 For For TO APPROVE THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY.



1000798.1 12909-0102 200 200 03/31/2006 04/26/2006 04/27/2006



SPRINT NEXTEL CORPORATION Ticker: S Annual Meeting Date: 04/18/2006




SEDOL:



01 For For DIRECTOR


02 Against For TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2006.


03 For Against SHAREHOLDER PROPOSAL CONCERNING MAJORITY VOTING.


04 For Against SHAREHOLDER PROPOSAL CONCERNING CUMULATIVE VOTING.



1000798.1 12909-0100 1,787 1,787 03/18/2006 03/31/2006 04/01/2006



ST. JUDE MEDICAL, INC. Ticker: STJ Annual Meeting Date: 05/10/2006




SEDOL:



01 For For DIRECTOR


02 Against For TO APPROVE THE ST. JUDE MEDICAL, INC. 2006 STOCK PLAN.


03 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0103 300 300 03/31/2006 05/01/2006 05/02/2006



STAPLES, INC. Ticker: SPLS Annual Meeting Date: 06/06/2006




SEDOL:



01 For For DIRECTOR


02 For For TO APPROVE AN AMENDMENT TO STAPLES BY-LAWS PROVIDING FOR THE ANNUAL ELECTION OF DIRECTORS.


03 Against For TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.


04 For Against TO ACT ON A SHAREHOLDER PROPOSAL ON DIRECTOR ELECTION MAJORITY VOTE STANDARD.



1000798.1 12909-0102 450 450 04/29/2006 05/22/2006 05/23/2006



STARBUCKS CORPORATION Ticker: SBUX Annual Meeting Date: 02/08/2006




SEDOL:



01 For For DIRECTOR


02 For For COMPANY PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 1, 2006.


03 For For COMPANY PROPOSAL TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND ESTABLISH ANNUAL ELECTIONS, WHEREBY ALL DIRECTORS WOULD STAND FOR RE-ELECTION ANNUALLY, RATHER THAN SERVE STAGGERED THREE-YEAR TERMS AS IS THE CURRENT PRACTICE.



1000798.1 12909-0109 600 600 01/03/2006 01/27/2006 01/28/2006



STARWOOD HOTELS & RESORTS WORLDWIDE, Ticker: HOT Annual Meeting Date: 05/02/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0203 200 200 04/13/2006 04/24/2006 04/24/2006



STATE STREET CORPORATION Ticker: STT Annual Meeting Date: 04/19/2006




SEDOL:



01 For DIRECTOR

For T. ALBRIGHTFor K. BURNESFor N. DAREHSHORIFor A. GOLDSTEINFor D. GRUBERFor L. HILLFor C. LAMANTIAFor R. LOGUEFor R. SERGELFor R. SKATESFor G. SUMME

Withheld D. WALSHFor R. WEISSMAN


02 Against For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2006.


03 Against For TO APPROVE THE 2006 EQUITY INCENTIVE PLAN.


04 Against For TO APPROVE THE MATERIAL TERMS OF THE 2006 RESTATED SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN.


05 For Against TO VOTE ON A SHAREHOLDER PROPOSAL TO REQUEST THE DIRECTORS



TO REDEEM THE OUTSTANDING RIGHTS UNDER THE COMPANY S RIGHTS AGREEMENT, AND TO REQUIRE SHAREHOLDER RATIFICATION OF ANY FUTURE RIGHTS AGREEMENT.

PoliciesThis proposal requests the company to redeem its poison pill plan unless it is approved by shareholders, and to prohibit the adoption of a new pill without shareholder approval. Since poison pills can be used to discourage takeovers that are beneficial to shareholders, a vote is cast in favor of the proposal.


1000798.1 12909-0103 400 400 03/15/2006 03/29/2006 03/31/2006



STATOIL ASA Ticker: STO Annual Meeting Date: 05/10/2006




SEDOL:



03 For For ELECTION OF A CHAIR OF THE MEETING.

CommentsElection of a meeting chair is a routine, pro-forma matter. A vote is cast in favor.

04 For For ELECTION OF A PERSON TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIR OF THE MEETING.

CommentsThe election of a co-chair to sign the minutes is a routine, pro forma matter. A vote is cast in favor.

05 For For APPROVAL OF THE NOTICE AND THE AGENDA.

CommentsApproval of the notice of meeting and the agenda is a routine, pro forma matter. A vote is cast in favor.

06 For For APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS FOR STATOIL ASA AND THE STATOIL GROUP FOR 2005 AND THE DISTRIBUTION OF THE DIVIDEND.

CommentsApproval of the annual report is a routine, pro forma matter. A vote is cast in favor.

07 For For DETERMINATION OF REMUNERATION FOR THE COMPANY S AUDITOR.

CommentsThis gives non-binding approval to the Company's remuneration policy, thus it is considered a routine, procedural vote. No objections have been made. Therefore, a vote is cast in favor.

08 For For ELECTION OF MEMBERS AND DEPUTY MEMBERS OF THE CORPORATE ASSEMBLY.

CommentsThis is a routine, pro forma matter. A vote is cast in favor.

09 Abstain For DETERMINATION OF REMUNERATION FOR THE MEMBERS OF THE CORPORATE ASSEMBLY.

CommentsInsufficient information was provided by the Company as to the nature and details of this proposal. Therefore, a vote is cast to abstain.

10 For For AMENDMENT TO THE ARTICLES OF ASSOCIATION SECTION 11 - ELECTION COMMITTEE.

PoliciesThis proposal amends the company's articles to comply with recent changes in corporate law. It is in the best interests of shareholders for their company to be in legal compliance and the changes themselves are not objectionable. A vote is cast in favor.

11 For For ELECTION OF MEMBERS OF THE ELECTION COMMITTEE.

CommentsThis is a routine, pro forma matter. A vote is cast in favor.

12 For For DETERMINATION OF REMUNERATION FOR MEMBERS OF THE ELECTION COMMITTEE.



CommentsThis gives non-binding approval to the Company's remuneration policy, thus it is considered a routine, procedural vote. No objections have been made. Therefore, a vote is cast in favor.

13 For For REDUCTION OF CAPITAL THROUGH THE ANNULMENT OF OWN SHARES.

PoliciesThis proposal authorizes the board to reduce its authorized capital if it thinks it is necessary. The board is in the best position to determine the appropriate size of authorized capital. Therefore, a vote is cast in favor.

14 For For AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET FOR SUBSEQUENT ANNULMENT.

PoliciesThis proposal authorizes the company to repurchase its own shares. Such repurchases are in the best interests of shareholders because they show the company's confidence in its future and its belief that its shares are undervalued. A vote is cast in favor.

15 For For AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET IN ORDER TO CONTINUE IMPLEMENTATION OF THE SHARE SAVING PLAN.

PoliciesThis proposal authorizes the company to repurchase its own shares. Such repurchases are in the best interests of shareholders because they show the company's confidence in its future and its belief that its shares are undervalued. A vote is cast in favor.


1000798.1 12909-0102 500 500 04/25/2006 04/27/2006 04/27/2006



STRYKER CORPORATION Ticker: SYK Annual Meeting Date: 04/26/2006




SEDOL:



01 For DIRECTOR

Withheld JOHN W. BROWNFor HOWARD E. COX, JR.

Withheld DONALD M. ENGELMANFor JEROME H. GROSSMAN

Withheld STEPHEN P. MACMILLANFor WILLIAM U. PARFETFor RONDA E. STRYKER


02 Against For TO CONSIDER AND ACT UPON APPROVAL OF THE 2006 LONG-TERM INCENTIVE PLAN.


03 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2006.



1000798.1 12909-0101 300 300 03/16/2006 04/03/2006 04/03/2006



SUNTRUST BANKS, INC. Ticker: STI Annual Meeting Date: 04/18/2006




SEDOL:



01 For DIRECTOR

Withheld J. HYATT BROWN*For ALSTON D. CORRELL*For DAVID H. HUGHES*

Withheld E. NEVILLE ISDELL*For G. GILMER MINOR, III*For THOMAS M. GARROTT**

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).Some incumbent nominees failed to attend 75% of their meetings without a valid excuse. A two-thirds majority of the board is represented by outsiders, so a vote is cast in favor of all nominees except for the nominees with attendance problems. A vote is withheld for such nominees.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread so thin. A vote is withheld from such nominees. A vote is cast for all other nominees since there is a two-thirds majority of independent outsiders.

02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2006.


03 For Against SHAREHOLDER PROPOSAL THAT DIRECTORS BE ELECTED ANNUALLY.



1000798.1 12909-0103 200 200 03/10/2006 03/29/2006 03/31/2006



SUPERIOR UNIFORM GROUP, INC. Ticker: SGC Annual Meeting Date: 05/05/2006




SEDOL:



01 For DIRECTORWithheld GERALD M. BENSTOCKWithheld MICHAEL BENSTOCKWithheld ALAN D. SCHWARTZWithheld PETER BENSTOCK

For MANUEL GAETANFor SIDNEY KIRSCHNERFor ROBIN HENSLEYFor PAUL MELLINIFor ARTHUR WIENER


02 For For TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0102 300 300 03/28/2006 04/27/2006 04/27/2006



TARGET CORPORATION Ticker: TGT Annual Meeting Date: 05/17/2006

Issuer: 87612E City: Holdings Reconciliation Date: 03/20/2006



SEDOL:



01 For For DIRECTOR


02 For For COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 For Against SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS.

CommentsThis shareholder proposal seeks a report from the Company disclosing its policies for political contributions and expenditures. The report would also disclose funds donated and the business rationale for each contribution and expenditure. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. This would provide useful information to shareholders and allow them to examine all contributions and expenditures at one site instead of searching through many. A vote is cast in favor.


1000798.1 12909-0106 600 600 04/08/2006 05/05/2006 05/06/2006



TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Annual Meeting Date: 04/20/2006




SEDOL:



01 For For DIRECTOR


02 For For BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0104 1,000 1,000 03/10/2006 03/29/2006 03/31/2006



TEXTRON INC. Ticker: TXT Annual Meeting Date: 04/26/2006




SEDOL:







03 Against Against SHAREHOLDER PROPOSAL RELATING TO A REPORT RELATED TO USE OF DEPLETED URANIUM.

CommentsThis shareholder proposal requests that the Company prepare a report including: a brief history of Textrons involvement in management of nuclear weapons sites and production of DU weapons components; human, workplace and environmental safety precautions, e.g. safeguards for transportation, storage, impact on land and water and waste disposal situating and monitoring; health and safety record at facilities; financial arrangements; and policies and procedures for cooperating fully with persons, organizations and government agencies planning and carrying out health/safety assessment studies. In this case, the Company successfully argues that the proposal is unnecessary in that it does not relate to the companys business. Textron is not involved in the production of depleted uranium weapons and has no current plans to become involved in their production. These statements were confirmed by the proponent of the resolution. Therefore, in this case a vote is against this proposal.

04 For Against SHAREHOLDER PROPOSAL RELATING TO DIRECTOR ELECTION MAJORITY VOTE.



1000798.1 12909-0101 100 100 03/22/2006 04/21/2006 04/22/2006



THE AES CORPORATION Ticker: AES Annual Meeting Date: 05/11/2006




SEDOL:



01 For DIRECTOR

For RICHARD DARMANFor PAUL HANRAHANFor KRISTINA M. JOHNSONFor JOHN A. KOSKINENFor PHILIP LADER

Withheld JOHN H. MCARTHURFor SANDRA O. MOOSEFor PHILIP A. ODEENFor CHARLES O. ROSSOTTIFor SVEN SANDSTROM




03 Against For ADOPTION OF THE AES CORPORATION PERFORMANCE INCENTIVE PLAN.



1000798.1 12909-0105 400 400 04/19/2006 04/28/2006 04/28/2006



THE ALLSTATE CORPORATION Ticker: ALL Annual Meeting Date: 05/16/2006




SEDOL:



01 For For DIRECTOR

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders on the board to supervise management. There is such a majority here. A vote is cast for the nominee.

02 For For APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2006.


03 Against For APPROVAL OF THE AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN.

PoliciesA stock option plan for key executives is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.The plan also contains change-in-control provisions which can be costly to shareholders because they could discourage a potential takeover of the company that would be beneficial to shareholders.Thus, a vote is cast against the stock option plan.

04 Against For APPROVAL OF THE 2006 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS.


05 For Against PROVIDE FOR DIRECTOR ELECTION MAJORITY VOTE STANDARD.


06 For Against PROVIDE FOR SIMPLE MAJORITY VOTE.





1000798.1 12909-0101 400 400 03/28/2006 05/03/2006 05/04/2006



THE BANK OF NEW YORK COMPANY, INC. Ticker: BK Annual Meeting Date: 04/11/2006




SEDOL:




CommentsA vote is cast to withhold on all nominees due to poor performance in comparison to its peer group (in terms of total cumulative return to shareholders). A $100.00 investment at fiscal year end 1995 has increased to $326.12 five years later. During this same period of time, a $100.00 investment in the Company's peer group grew to $606.74.

02 Against For RATIFICATION OF AUDITORS.


03 For Against SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING.


04 For Against SHAREHOLDER PROPOSAL WITH RESPECT TO REIMBURSEMENT OF EXPENSES OF OPPOSITION CANDIDATES FOR THE BOARD.



1000798.1 12909-0102 500 500 03/18/2006 03/24/2006 03/24/2006



THE BEAR STEARNS COMPANIES INC. Ticker: BSC Annual Meeting Date: 04/11/2006




SEDOL:



01 For DIRECTOR

Withheld JAMES E. CAYNEWithheld HENRY S. BIENEN

For CARL D. GLICKMANWithheld ALAN C. GREENBERGWithheld DONALD J. HARRINGTONWithheld FRANK T. NICKELLWithheld PAUL A. NOVELLY

For FREDERIC V. SALERNOWithheld ALAN D. SCHWARTZWithheld WARREN J. SPECTOR

For VINCENT TESEFor WESLEY S. WILLIAMS JR.


02 Against For APPROVAL OF AMENDMENT TO THE CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS.

PoliciesCombined with existing plans, the number of shares in this plan could result in excess of 25% dilution of current shareholder equity.The plan has not been established by an independent compensation committee of the Board, comprised solely of two or more outside directors.This proposal amends an existing stock option plan to include new participants. Providing for more participants only makes sense if the plan is a good one. This one is flawed for the following reasons.Thus, a vote is cast against the proposal.

03 Against For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2006.



1000798.1 12909-0108 100 100 03/14/2006 03/28/2006 03/28/2006



THE BOEING COMPANY Ticker: BA Annual Meeting Date: 05/01/2006




SEDOL:



01 For DIRECTOR

For JOHN H. BIGGSFor JOHN E. BRYSONFor LINDA Z. COOKFor WILLIAM M. DALEY

Withheld KENNETH M. DUBERSTEINWithheld JOHN F. MCDONNELL

For W. JAMES MCNERNEY, JR.For RICHARD D. NANULAFor ROZANNE L. RIDGWAYFor MIKE S. ZAFIROVSKI


02 Against For ADOPT MANAGEMENT PROPOSAL TO APPROVE THE BOEING COMPANY ELECTED OFFICER ANNUAL INCENTIVE PLAN.

PoliciesThis proposal seeks to establish a bonus plan for key executives, awards for which can be made in cash or stock. The plan does not specify performance standards on which to base the bonus which makes it impossible to judge the validity of the plan. A vote is cast against.

03 Against For ADOPT MANAGEMENT PROPOSAL TO APPROVE AMENDMENT OF THE BOEING COMPANY 2003 INCENTIVE STOCK PLAN.


04 For For ADOPT MANAGEMENT PROPOSAL TO ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.


05 For For ADVISE ON APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.




06 For Against ADOPT HUMAN RIGHTS POLICIES.


07 For Against PREPARE A REPORT ON MILITARY CONTRACTS.

CommentsThis shareholder proposal wants the Board to review and if necessary amend and amplify the Company's code of conduct and statements of ethical criteria for military production - related contract bids, awards, and contract execution and report the results. The Board said it has an active program to promote ethical business practices. Therefore, this report would help the Company to evaluate the success of that effort and provide valuable information to shareholders. A vote is cast in favor.

08 Against Against PREPARE A REPORT ON CHARITABLE CONTRIBUTIONS.


09 For Against ADOPT MAJORITY VOTING FOR DIRECTOR ELECTIONS.


10 For Against REQUIRE AN INDEPENDENT BOARD CHAIRMAN.



1000798.1 12909-0105 600 600 03/24/2006 04/21/2006 04/21/2006



THE CHARLES SCHWAB CORPORATION Ticker: SCHW Annual Meeting Date: 05/18/2006




SEDOL:





02 For For APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BYLAWS TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS


03 For Against STOCKHOLDER PROPOSAL REGARDING THE EFFECT OF A FLAT TAX

CommentsThis shareholder proposal asks the Board to report on the estimated impacts of a federal flat tax on the Company. The proponent noted that the U.S. has the second highest corporate tax rate among 69 countries and claims tax reform is crucial to America's business competitiveness. A vote is cast for this proposal because a report would help focus the Board's thinking on this issue and provide shareholders with information as to how a significant shift in the federal tax laws would affect shareholder value.

04 For Against STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS


05 For Against STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING


06 For Against STOCKHOLDER PROPOSAL REGARDING SEVERANCE PAYMENTS






1000798.1 12909-0105 700 700 03/31/2006 05/09/2006 05/10/2006



THE COCA-COLA COMPANY Ticker: KO Consent Meeting Date: 01/13/2006




SEDOL:



01 For For I WOULD LIKE TO OPT OUT OF RECEIVING THE COCA-COLA COMPANY S SUMMARY ANNUAL REPORT IN THE MAIL.

CommentsThis enables the Company to not send hard copy annual reports by mail. We already suppress the hard copy annual reports pursuant to the ADP Proxy Edge system. A vote is cast in favor.


1000798.1 12909-0100 1,400 1,400 11/17/2005 12/15/2005 12/15/2005



THE COCA-COLA COMPANY Ticker: KO Annual Meeting Date: 04/19/2006




SEDOL:





02 Against For RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS


03 Against For APPROVAL OF AN AMENDMENT TO THE 1989 RESTRICTED STOCK AWARD PLAN OF THE COCA-COLA COMPANY

PoliciesThis proposal asks shareholders to approve adding a new performance criterion(criteria) to a company equity incentive compensation plan. A vote is cast against this proposal because the plan is flawed in that it does not disclose specific performance goals upon which awards are based. This addition only makes a bad plan worse.

04 Against Against SHAREOWNER PROPOSAL REGARDING CHARITABLE CONTRIBUTIONS


05 For Against SHAREOWNER PROPOSAL THAT COMPANY REPORT ON IMPLEMENTATION OF BEVERAGE CONTAINER RECYCLING STRATEGY

CommentsThis shareholder proposal requests the Board review the efficacy of its container recycling program and prepare a report on its recycling strategy, which includes a publicly stated quantitative goal for improved rates of beverage recovery in the U.S. The proponent mentioned that recycling rates for beverage containers have declined significantly in recent years and the Company has resisted adopting a quantitative goal to increase beverage container recovery rates. A vote is cast for this proposal because Company leadership in this area may protect its brands and improve its reputation.

06 For Against SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK

CommentsThis shareholder proposal urges the Board to grant a significant percentage of future restricted stock awards based on performance and that the awards can not be prematurely released or substantially altered without shareholder approval. A vote is cast for



this proposal because the awarding of restricted stock to top executives in 2005 was out of line with the Company's performance. For example, the Company's Executive Vice President and President for Marketing received 2.1 million shares in restricted stock, on top of a $595,000 salary, a $1.2 million bonus, and options representing 145,000 shares, while the Company's cumulative total return to shareholders dropped to $73.00 from $74.00 in 2004.

07 For Against SHAREOWNER PROPOSAL REGARDING ENVIRONMENTAL IMPACTS OF OPERATIONS IN INDIA

CommentsThis shareholder proposal requests the Board prepare a report on the potential environmental and public health damage of each of its plants, affiliates and proposed ventures which extract water from areas of water scarcity in India. The proponent mentioned that the Company's Plachimada plant has been the subject of rulings unfavorable to the Company's ongoing operations by local government and Indian courts. Also, local people have been demanding the closure of the plant for exploiting the groundwater and leading to a shortage of water for drinking and irrigation purposes. A vote is cast for this proposal because it would allow shareholders to assess the risks created by the Company's activity in areas where the water supply is limited and the Company's strategy for coping with the problem.

08 For Against SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT DELEGATION OF INQUIRY TO COLOMBIA

CommentsThis shareholder proposal asks the Board to establish a special committee of independent directors, with authority to retain independent experts as needed, to: 1) oversee the Company's sponsorship of an independent delegation of inquiry to Columbia to examine the charges of collusion in anti-union violence that have been made against officials of the Company's bottling plants in that country, and 2) prepare a report of its findings. The proponent pointed out that since 1995, union employees have been subjected to numerous attacks and physical threats from Columbian paramilitary forces and there have been allegations of collusion between paramilitary forces and officials of the Company's Colombian affiliate. A vote is cast for this proposal because significant commercial advantages can accrue to the Company by rigorous implementation of human rights policies guaranteeing freedom of association based on the Universal Declaration of Human Rights.


1000798.1 12909-0100 1,400 1,400 03/10/2006 03/26/2006 03/27/2006



THE DOW CHEMICAL COMPANY Ticker: DOW Annual Meeting Date: 05/11/2006




SEDOL:



01 For DIRECTOR

For JACQUELINE K. BARTONFor JAMES A. BELL

Withheld BARBARA H. FRANKLINWithheld ANDREW N. LIVERISWithheld GEOFFERY E. MERSZEIWithheld J. PEDRO REINHARD

For RUTH G. SHAWFor PAUL G. STERN


02 Against For RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 For Against STOCKHOLDER PROPOSAL ON BHOPAL.

CommentsThis shareholder proposal requests the Board to prepare a report describing new initiatives to address the specific health, environmental and social concerns of the survivors of the 1984 Bhopal disaster in India. The proponent said the Company, through its wholly owned subsidiary Union Carbide, has become implicated in the continued controversy over Bhopal. Asia accounts for $3.3 billion in Company revenues and there could an adverse effect on the Company's operations there due to the Bhopal controversy. The requested report would provide useful information to shareholders on how the Company is responding to this situation. A vote is cast in favor.

04 For Against STOCKHOLDER PROPOSAL ON GENETICALLY ENGINEERED SEED.

CommentsThis shareholder proposal requests the Board to provide a report on the Company's internal controls related to potential adverse impacts associated with genetically engineered organisms. The Company said it is committed to providing healthy products and its product development processes are designed to ensure good stewardship. Therefore, it should not have any objection to providing the report requested by the proponent. A vote is cast in favor.

05 For Against STOCKHOLDER PROPOSAL ON CHEMICALS WITH LINKS TO RESPIRATORY



PROBLEMS.

CommentsThis shareholder proposal requests the Board to provide a report which would analyze the extent to which its products may cause or exacerbate asthma. The proponent said two of the Company's pesticide ingredients (2,4-D and chlorpyrifos) are linked to asthma. The Company responded by saying its products receive ongoing scrutiny after registration and supports its pesticide program with a strong stewardship program. A vote is cast for this proposal because it would provide information that shareholders could use to determine if there is a correlation between exposure to the Company's products and asthma. In addition, this report would enable the Company to check on how well its own commitment to checking on the impact of its products is succeeding.

06 For Against STOCKHOLDER PROPOSAL ON SECURITY OF CHEMICAL FACILITIES.

CommentsThis shareholder proposal asks the Board to prepare a report on the implications of a policy for reducing potential harm and the number of people in danger from potential catastrophic chemical releases. The Company said it is committed to community awareness and emergency preparedness in all Company communities worldwide and has implemented a program to accomplish this goal. A vote is cast in favor of this proposal because it would provide information to shareholders to determine if the Company's plan is adequate to protect communities in the event of a catastrophic chemical release.


1000798.1 12909-0103 600 600 03/28/2006 05/02/2006 05/03/2006



THE GOLDMAN SACHS GROUP, INC. Ticker: GS Annual Meeting Date: 03/31/2006




SEDOL:



01 For DIRECTOR

For LLOYD C. BLANKFEINFor LORD BROWNE OFMADINGLEYFor JOHN H. BRYANFor CLAES DAHLBACK

Withheld STEPHEN FRIEDMANFor WILLIAM W. GEORGE

Withheld JAMES A. JOHNSONFor LOIS D. JULIBERFor EDWARD M. LIDDYFor HENRY M. PAULSON, JR.For RUTH J. SIMMONS

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees. A vote is cast to withhold authority for the insider nominees who serve on those committees. Since there is a two-thirds majority of independent outsiders on the entire board, a vote is cast in favor of all other nominees.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 Against For APPROVAL OF AN AMENDMENT TO THE GOLDMAN SACHS RESTRICTED PARTNER COMPENSATION PLAN.

CommentsThis proposal sets a new upper limit for the granting of individual cash bonuses for key executives. It does not articulate performance standards for meriting a bonus. Because of this a vote is cast against the proposal.

03 For For RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2006 FISCAL YEAR.



1000798.1 12909-0104 400 400 02/25/2006 03/13/2006 03/13/2006



THE HARTFORD FINANCIAL SVCS GROUP, I Ticker: HIG Annual Meeting Date: 05/17/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006



1000798.1 12909-0104 200 200 04/06/2006 05/08/2006 05/09/2006



THE HERSHEY COMPANY Ticker: HSY Annual Meeting Date: 04/18/2006




SEDOL:



01 For DIRECTOR

For J.A. BOSCIAFor R.H. CAMPBELLFor R.F. CAVANAUGHFor G.P. COUGHLANFor H. EDELMAN

Withheld B.G. HILLFor A.F. KELLY, JR.For R.H. LENNYFor M.J. MCDONALDFor M.J. TOULANTIS


02 For For RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2006


03 For Against STOCKHOLDER PROPOSAL REGARDING COCOA SUPPLY REPORT

CommentsThis shareholder proposal seeks a report from the Company on its sources of cocoa supply purchased for manufacture of all company products with particular reference to potential financial and reputational risks incurred by the Company as a result of its relationships with any of the companies named as a defendant in a pending lawsuit in Federal court alleging use of forced labor on cocoa plantations. Such a report would be a good way for the Company to monitor its cocoa suppliers and to provide useful information to shareholders. A vote is cast in favor.


1000798.1 12909-0108 200 200 03/10/2006 04/08/2006 04/10/2006



THE HOME DEPOT, INC. Ticker: HD Annual Meeting Date: 05/25/2006




SEDOL:





02 For For TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2006.


03 For Against SHAREHOLDER PROPOSAL REGARDING COMMITTEE REPORT.

CommentsThis shareholder proposal requests that the Company adopt a policy that shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to approve the report of the Compensation Committee set forth in the proxy statement. The proponent specifies that the policy should provide that appropriate disclosures will be made to ensure that shareholders fully understand that: the vote is advisory; will not affect any person's compensation; and will not affect the approval of any compensation-related proposal. The Company's compensation plans do not contain specific performance standards, and give the Compensation Committee substantial discretion in establishing performance targets and making awards. Once such a compensation plan is in place, shareholders do not have a mechanism for providing ongoing input on how the compensation committee chooses and applies performance standards. This proposal would give shareholders a voice in how compensation plans are administered, and it would provide the Company with shareholders' views on its compensations practices, which could be useful for the Compensation Committee. This is in the best interest of shareholders and would strengthen the Company's pay-for-performance practices. A vote is cast in favor.

04 For Against SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY REPORT DISCLOSURE.

PoliciesThis proposal seeks a report from the Company on its Equal Employment policies and practices. The Company asserts it is in full compliance with all legal requirements. This report would be a good way for it to check on that. A vote is cast in favor.

05 For Against SHAREHOLDER PROPOSAL REGARDING CHAIRMAN AND CEO.


06 For Against SHAREHOLDER PROPOSAL REGARDING METHOD OF VOTING FOR DIRECTORS.

PoliciesThis shareholder proposal requests the Board to amend its corporate documents to



provide nominees for the Board must receive the vote of a majority of shares cast at an annual meeting of shareholders in order to be elected. Requiring a majority vote for election/re-election would give real teeth to the vote no campaigns that are now just symbolic protest votes waged against incumbent directors who shareholders feel are not responsive. A vote is cast in favor.

07 For Against SHAREHOLDER PROPOSAL REGARDING RETIREMENT BENEFITS.




09 For Against SHAREHOLDER PROPOSAL REGARDING GOVERNING DOCUMENTS.

CommentsThis proposal seeks to amend the Company's bylaws to require disclosure of the estimated money value of benefits to executive officers under any pension, retirement or deferred compensation plan, including any supplemental executive retirement plan. This would improve the comprehensiveness and transparency of the Company's compensation disclosures. A vote is cast in favor.

10 For Against SHAREHOLDER PROPOSAL REGARDING POLITICAL NONPARTISANSHIP.

CommentsThis proposal asks the Company to reaffirm its political non-partisanship. That is the Company's policy. A vote is cast in favor.


1000798.1 12909-0102 1,300 1,300 04/14/2006 05/17/2006 05/18/2006



THE KROGER CO. Ticker: KR Annual Meeting Date: 06/22/2006




SEDOL:





02 For For ANNUAL ELECTION OF ALL DIRECTORS. (REQUIRES THE ADOPTION OF PROPOSAL 3).


03 Against For ELIMINATION OF CUMULATIVE VOTING FOR DIRECTORS.

PoliciesThis proposal eliminates cumulative voting, where each shareholder has votes equal to the number of shares multiplied by number of board nominees. A shareholder can lump all votes for one nominee--an effective way to elect someone. A no vote is cast.

CommentsThe Company has made passage of proposal 2 to declassify its Board of Directors, contingent upon the passage of this proposal to eliminate cumulative voting for the election of directors. Cumulative voting allows shareholders to lump all of their votes for certain candidates and is a very effective way to elect a limited number of directors that represent their views. This proposal poses a Hobson's choice for many shareholders who have policies supporting both declassification and cumulative voting. Contingency arrangements like this are not in the best interests of shareholders to begin with, but this situation is particularly disturbing because the declassification proposal has a supermajority vote requirement while this proposal to eliminate cumulative voting requires only a simple majority. Therefore it is very possible that shareholders who normally support cumulative voting will vote to eliminate it in order to achieve a declassified board, but the end result will be the elimination of cumulative voting but not the declassification of the board. The Company should have made passage of each proposal contingent on the other passing. As structured by the Company, this situation now looks like an attempt to trick shareholders into eliminating cumulative voting while retaining a classified board.

04 For For ELIMINATION OF SUPERMAJORITY REQUIREMENT FOR SOME TRANSACTIONS.

CommentsThis proposal eliminates requirements for a supermajority vote on a variety of issues (mergers, consolidations, dispositions of assets, issuance of securities, adoptions of plans of liquidation or dissolution, reclassification of securities). A simple majority vote requirement is in the best interests of shareholders. A vote is cast in favor.

05 For For OPT OUT OF THE OHIO CONTROL SHARE ACQUISITION STATUTE.

CommentsThis management proposal seeks shareholder approval of opting out of the Ohio Control Share Acquisition Statute. The statute requires anyone seeking to acquire more than 20% of the voting power of the Company to deliver a notice to the Company and for the Company to call a special meeting of shareholders to vote on the proposed acquisition. The Statute is designed to discourage hostile takeovers. That is not in the best interests of shareholders because such takeovers can be beneficial to them. Therefore, a vote is cast in favor of the proposal.

06 Against For RULES OF CONDUCT FOR SHAREHOLDER MEETINGS; MEETINGS



OUTSIDE OF CINCINNATI.

CommentsThis management proposal seeks approval of rules for the conduct of shareholder meetings. The proposal would require that shareholders give the Company notice of any matters they wish to bring before the meeting not less than 120 calendar days prior to the date on which the Companys proxy statement for the prior year's annual meeting was mailed to shareholders. Such advance notice requirements are not uncommon, although many are only for 90 calendar days. This proposal also authorizes the Company to prepare rules of conduct governing the meeting. The actual rules are not specified in the proposal, however. In fact, the Company does not have to disclose them until the commencement of the meeting. It is not in the best interests of shareholders to let the Company wait until the very last minute to disclose the rules for a meeting. Therefore, a vote is cast against this proposal.

07 For For APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS.


08 For Against APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO RECOMMEND PROGRESS REPORTS ON SUPPLIERS CONTROLLED-ATMOSKILLING OF CHICKENS.

CommentsThis shareholder proposal requests that the board issue periodic reports to shareholders during 2006 on its progress towards using controlled-atmosphere killing (CAK) in its poultry slaughterhouses. CAK is a new slaughter technology in which chickens are placed into a controlled environment where the oxygen they are breathing is replaced with an inert gas, such as argon or nitrogen, putting the birds to sleep. CAK is a USDA-approved method of slaughtering chickens and has been described by animal welfare experts as "the most stress-free, humane method of killing poultry ever developed." The company states that certain of its suppliers are evaluating CAK, in consideration of animal welfare, food safety and product quality, among other factors. The Company currently believes that further research should be conducted to evaluate CAK and its effects on food safety and product quality issues. The company's response reveals that it is committed to evaluating this technique and to being an advocate of good animal handling practices. The report would shed light on the company's efforts and would provide shareholders with useful information on CAK and the company's evaluations. A vote is cast in favor.

09 For Against APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO RECOMMEND THE PREPARATION OF SUSTAINABILITY REPORT.



1000798.1 12909-0101 600 600 05/12/2006 06/09/2006 06/10/2006



THE MCGRAW-HILL COMPANIES, INC. Ticker: MHP Annual Meeting Date: 04/26/2006




SEDOL:





02 Against For RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For Against SHAREHOLDER PROPOSAL REQUESTING ANNUAL ELECTION OF EACH DIRECTOR. THE BOARD RECOMMENDS YOU VOTE AGAINST PROPOSAL 3



1000798.1 12909-0109 400 400 03/21/2006 04/19/2006 04/20/2006



THE PNC FINANCIAL SERVICES GROUP, IN Ticker: PNC Annual Meeting Date: 04/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2006 INCENTIVE AWARD PLAN.


03 For For RATIFICATION OF THE AUDIT COMMITTEE S SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2006.



1000798.1 12909-0105 200 200 03/25/2006 04/03/2006 04/03/2006



THE PROGRESSIVE CORPORATION Ticker: PGR Annual Meeting Date: 04/21/2006




SEDOL:



01 For DIRECTOR

Withheld STEPHEN R. HARDISFor PHILIP A. LASKAWYFor NORMAN S. MATTHEWSFor BRADLEY T. SHEARES, PHD


02 Against For PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S AMENDED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM 600,000,000 TO 900,000,000.


03 For For PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0103 200 200 03/10/2006 03/31/2006 04/01/2006



THE RYLAND GROUP, INC. Ticker: RYL Annual Meeting Date: 04/26/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF THE RYLAND GROUP, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK PLAN.


03 For Against CONSIDERATION OF A PROPOSAL FROM THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS PENSION BENEFIT FUND (A STOCKHOLDER) REQUESTING STOCKHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS FOR SENIOR EXECUTIVES THAT PROVIDE BENEFITS EXCEEDING 2.99 TIMES THE SUM OF THE EXECUTIVES BASE SALARY PLUS BONUS.


04 For Against CONSIDERATION OF A PROPOSAL FROM THE INDIANA STATE DISTRICT COUNCIL OF LABORERS AND HOD CARRIERS PENSION FUND (A STOCKHOLDER) REQUESTING STOCKHOLDER APPROVAL OF ANY FUTURE EXTRAORDINARY RETIREMENT BENEFITS FOR SENIOR EXECUTIVES.

CommentsThis proposal seeks to require the Company to seek shareholder approval before granting any extraordinary pension benefits for senior executives under the Company's supplemental executive retirement plan ("SERP"). SERP refers to any plan that supplements executives' retirement pay with non qualified benefits above compensation limits set by the Internal Revenue Code. "Extraordinary benefits" are defined as additional years of service credit not actually worked, preferential benefit formulas not provided under the Company's qualified pension plan, or the accelerated vesting of pension benefits. Because SERPs are unfunded plans and payable out of the Company's general assets, the associated pension liabilities can be significant. Therefore, it is in the best interests of shareholders that they approve such plans. A vote is cast in favor.

05 For For RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS RYLAND S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

PoliciesThe appointment of auditors is considered a routine matter that does not impact materially on shareholders, as long as the auditors are not receiving substantial amounts of money from the Company for other services that give rise to a potential conflict of interest. Here, the amount the auditors receive (if any) for "other" services is so minimal that it does not pose a conflict of interests. Therefore,



a vote is cast in favor of the appointment of auditors.


1000798.1 12909-0103 200 200 03/17/2006 04/17/2006 04/17/2006



THE SOUTHERN COMPANY Ticker: SO Annual Meeting Date: 05/24/2006




SEDOL:



01 For DIRECTOR

For J.P. BARANCOFor D.J. BERN

Withheld F.S. BLAKEFor T.F. CHAPMAN

Withheld D.M. JAMESFor Z.T. PATEFor J.N. PURCELLFor D.M. RATCLIFFEFor W.G. SMITH, JR.For G.J. ST. PE


02 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006


03 Against For APPROVAL OF THE SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION PLAN



1000798.1 12909-0107 500 500 04/14/2006 05/12/2006 05/13/2006



THE ST. PAUL TRAVELERS COMPANIES, IN Ticker: STA Annual Meeting Date: 05/03/2006




SEDOL:




PoliciesThis company has significantly underperformed its peer group for the past four years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS ST. PAUL TRAVELERS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For Against SHAREHOLDER PROPOSAL RELATING TO THE VOTE REQUIRED TO ELECT DIRECTORS.


04 For Against SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS.



1000798.1 12909-0108 445 445 03/23/2006 04/25/2006 04/25/2006



THE STANLEY WORKS Ticker: SWK Annual Meeting Date: 04/26/2006




SEDOL:





02 Against For TO APPROVE ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2006.


03 Against For TO APPROVE THE STANLEY WORKS 2006 MANAGEMENT INCENTIVE COMPENSATION PLAN.


04 Against For TO APPROVE AMENDMENTS TO THE STANLEY WORKS 2001 LONG-TERM INCENTIVE PLAN AND THE STANLEY WORKS 1997 LONG-TERM INCENTIVE PLAN.

CommentsThis proposal seeks approval to amend two stock compensation plans to allow for performance-based awards. This would be a good amendment if the plan had specific performance standards. However, this amendment would add a long list of possible performance criteria to the plan, without setting any specific performance standards. The amendment would give substantial discretion to the compensation committee in granting awards. That is not in the best interest of shareholders. A vote is cast against.

05 For Against TO VOTE ON A SHAREHOLDER PROPOSAL URGING THE BOARD OF DIRECTORS TO TAKE THE NECESSARY STEPS TO REQUIRE THAT ALL MEMBERS OF THE BOARD OF DIRECTORS BE ELECTED ANNUALLY.



1000798.1 12909-0109 200 200 04/04/2006 04/12/2006 04/13/2006



THE TJX COMPANIES, INC. Ticker: TJX Annual Meeting Date: 06/06/2006




SEDOL:



01 For For DIRECTOR


02 Against For RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.


03 For Against SHAREHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS BY MAJORITY VOTE.



1000798.1 12909-0109 300 300 04/29/2006 05/22/2006 05/23/2006



THE WALT DISNEY COMPANY Ticker: DIS Annual Meeting Date: 03/10/2006




SEDOL:



01 For DIRECTOR

Withheld JOHN E. BRYSONFor JOHN S. CHENFor JUDITH L. ESTRIN

Withheld ROBERT A. IGERFor FRED H. LANGHAMMERFor AYLWIN B. LEWISFor MONICA C. LOZANOFor ROBERT W. MATSCHULLAT

Withheld GEORGE J. MITCHELLFor LEO J. O'DONOVAN, S.J.For JOHN E. PEPPER, JR.

Withheld ORIN C. SMITHWithheld GARY L. WILSON


02 Against For TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTANTS FOR 2006.


03 For Against TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO GREENMAIL.

CommentsThis shareholder proposal requests the board to prohibit the company from paying greenmail. (Share repurchases from shareholders owning fewer than 10,000 shares would not be subject to this antigreenmail provision.) Antigreenmail provisions protect shareholders from a variety of potentially harmful effects. The above-market premiums are drawn from funds that could be reinvested in the company, and greenmail discriminates against shareholders who are not given the greenmailer's price. The company argues that this proposed provision is unnecessary since Disney has amended its bylaws to include antigreenmail measures. The company's policy provides it may not buy shares at a premium from an owner of over 2% of the outstanding shares unless (1) all shareholders are eligible to sell back their shares at the premium price, or (2) shareholders approve the transaction. However, the company's policy still provides a significant amount of leeway for greenmail payments. Disney currently has approximately 1.9 billion shares outstanding. That means that the company's policy would require ownership of around 38 million shares to trigger the antigreenmail provision. Considering the number of shares outstanding, it is in the best interest of shareholders that the antigreenmail trigger be far lower than the company's 2 percent mark. A vote is therefore cast in favor.

04 For Against TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO CHINA



LABOR STANDARDS.

CommentsThis shareholder proposal requests the Company to prepare a report on the adherence of Disneys suppliers in China to Disneys corporate code of conduct, to the provisions of the Chinese governments Labor Law, and to the core conventions of the International Labor Organization (ILO). The Company replies that it has adopted a multi-step approach for ensuring that its vendors and subcontractors adhere to ethical labor standards, provide safe working conditions and do not violate human rights in the workplace. Its guidelines, the Company says are derived from ILO standards which is commendable. Given all that the Company has done in this regard, preparing a report outlining such efforts would be a good way to communicate this to the shareholders. A vote is cast in favor of the proposal.


1000798.1 12909-0106 1,200 1,200 01/26/2006 02/24/2006 02/24/2006



THE WILLIAMS COMPANIES, INC. Ticker: WMB Annual Meeting Date: 05/18/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR 2006.


03 For Against STOCKHOLDER PROPOSAL ON MAJORITY VOTING ON DIRECTOR NOMINEES.



1000798.1 12909-0100 400 400 04/13/2006 05/08/2006 05/09/2006



TIDEWATER INC. Ticker: TDW Annual Meeting Date: 07/20/2006




SEDOL:





02 For For RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 For For PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS.


04 For For PROPOSAL TO APPROVE THE 2006 STOCK INCENTIVE PLAN.

CommentsThis proposal seeks approval to adopt a stock incentive plan for employees and directors. The dilution represented by the new plan shares is less than 5% of the companys outstanding common stock, and the companys overall dilution is less than the peer group median dilution. The plan prohibits option repricing and discount options and does not include a change-in-control trigger for accelerating option vesting. Given these factors, a vote is cast in favor of the proposal.


1000798.1 12909-0102 100 100 06/17/2006 07/05/2006 07/06/2006



TIME WARNER INC. Ticker: TWX Annual Meeting Date: 05/19/2006




SEDOL:





02 For For RATIFICATION OF AUDITORS.


03 Against For APPROVAL OF TIME WARNER INC. 2006 STOCK INCENTIVE PLAN.


04 For Against STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE.

CommentsThis shareholder proposal requests that the board of directors take each step necessary for a simple majority vote to apply on each issue that can be subject to shareholder vote to the greatest extent possible. This proposal is focused on precluding voting requirements higher than approximately 51% wherever practicable. Supermajority requirements detract from a simple majority's power to enforce its will. If a majority of shares vote in favor of a proposal, the proposal should pass. A vote is cast in favor.

05 For Against STOCKHOLDER PROPOSAL REGARDING SEPARATION OF ROLES OF CHAIRMAN AND CEO.


06 For Against STOCKHOLDER PROPOSAL REGARDING CODE OF VENDOR CONDUCT.

CommentsThis proposal requests that the Company: develop a code vendor of conduct , establish a code implementation plan for auditing supply chain facilities; and release periodic reports on adherence to the code. Reports of human rights abuses in the overseas subsidiaries and suppliers of some U.S. based companies has led to an increased public awareness of the problems of child labor, "sweatshop" conditions, and the denial of labor rights in U.S. corporate overseas operations. This can lead to



negative publicity, public protests and a loss of consumer confidence which can have a negative impact on shareholder value. Therefore, a vote is cast in favor of this proposal.

04 For Against STOCKHOLDER PROPOSAL REGARDING SEPARATION OF ROLES OF CHAIRMAN AND CEO.



1000798.1 12909-0105 2,800 2,800 04/11/2006 05/09/2006 05/10/2006



TOYOTA MOTOR CORPORATION Ticker: TM Annual Meeting Date: 06/23/2006




SEDOL:



01 For None APPROVAL OF PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR THE FY2006 TERM


02 For None PARTIAL AMENDMENT OF THE ARTICLES OF INCORPORATION

CommentsThis proposal seeks shareholder approval of various amendments to the Company's articles of association. The amendments are essentially housekeeping in nature and not against the best interest of shareholders. A vote is cast in favor of the proposal.

03 Against None ELECTION OF 26 DIRECTORS

CommentsIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company). It is in the best interests of shareholders for there to be a two-thirds majority of independents on the board to supervise management. Here all board members are insiders. A vote is cast against all nominees.

04 Against None ELECTION OF 3 CORPORATE AUDITORS

CommentsThis proposal is for the election of statutory auditors. In Japanese companies statutory auditors are more comparable in rank to directors than auditors in US and UK companies. The same reasoning that it is in the best interests of shareholders for there to be a two-thirds majority of independent outsiders as directors also applies to statutory auditors. Here, there is not a two-thirds majority of independent outsiders and the ballot requires a vote for or against all nominees. A vote is cast against.

05 Against None ISSUE OF STOCK ACQUISITION RIGHTS WITHOUT CONSIDERATION TO DIRECTORS, MANAGING OFFICERS AND EMPLOYEES, ETC., OF TOYOTA MOTOR CORPORATION AND ITS AFFILIATES

PoliciesA stock option plan is established by this proposal. In order to reward past superior performance and to encourage that performance in the future, such plans must specify performance standards for the granting of options.Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

06 For None ACQUISITION OF OWN SHARES

CommentsThis proposal authorizes the company to repurchase its own shares. Such repurchases are in the best interests of shareholders because they show the company's confidence in its future and its belief that its shares are undervalued. A vote is cast in favor.

07 Against None AWARD OF BONUS PAYMENTS TO RETIRING CORPORATE AUDITORS, AND PAYMENT OF THE FINAL RETIREMENT BONUS TO DIRECTORS



DUE TO THE ABOLISHMENT OF THE RETIREMENT BONUS SYSTEM FOR DIRECTORS

CommentsThis seeks approval of retirement bonuses for directors and statutory auditors. They presumably have been fairly compensated for their services and the company fails to explain why this bonus is appropriate. A vote is cast against.

08 Against None REVISION OF THE AMOUNT OF REMUNERATION FOR DIRECTORS

CommentsThis proposal seeks to increase the directors' fees but fails to provide any specific reasons that justify the need for the increase. Therefore, a vote is cast against the proposal.


1000798.1 12909-0307 100 100 06/08/2006 06/13/2006 06/13/2006



TRANSOCEAN INC. Ticker: RIG Annual Meeting Date: 05/11/2006

Issuer: G90078 City: Holdings Reconciliation Date: 03/20/2006



SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



1000798.1 12909-0109 200 200 04/11/2006 05/04/2006 05/05/2006



TRIBUNE COMPANY Ticker: TRB Annual Meeting Date: 05/02/2006




SEDOL:





02 For For RATIFICATION OF INDEPENDENT ACCOUNTANTS.


03 For Against SHAREHOLDER PROPOSAL CONCERNING TRIBUNE S CLASSIFIED BOARD OF DIRECTORS.



1000798.1 12909-0107 200 200 03/28/2006 04/25/2006 04/25/2006



TXU CORP. Ticker: TXU Annual Meeting Date: 05/19/2006




SEDOL:



01 For For DIRECTOR


02 For For APPROVAL OF AUDITOR - DELOITTE & TOUCHE LLP.


03 For For APPROVAL OF AMENDMENT TO THE COMPANY S RESTATED BYLAWS.

CommentsThis proposl seeks to amend the company's by-laws to set board size limits at a minimum of eight seats and a maximum of twelve seats. The board is currently composed of ten directors. This proposal would not affect the board's independence level, and the suggested board size range is appropriate for the company. A vote is cast in favor.

04 Against For APPROVAL OF THE COMPANY S RESTATED CERTIFICATE OF FORMATION.

PoliciesThis proposal would enable the Board to appoint additional directors without shareholder approval. This is not in the best interests of shareholders. A vote is cast against this proposal.This proposal would require a shareholder vote that is greater than a simple majority for the passage of certain issues. If a majority of shareholders are in agreement, that should suffice. A vote is cast against the proposal

CommentsThis proposal also seeks to increase the indemnification protection for employees. This would normally be supported. However, the company has paired this issue with requests to add a supermajority voting requirement and to give the board authority to appoint directors without shareholder approval. A vote is therefore cast against.

05 For Against SHAREHOLDER PROPOSAL TO ELECT DIRECTORS BY MAJORITY VOTE.





1000798.1 12909-0108 400 400 04/08/2006 05/09/2006 05/10/2006



TYCO INTERNATIONAL LTD. Ticker: TYC Annual Meeting Date: 03/09/2006




SEDOL:



1A For For SET THE MAXIMUM NUMBER OF DIRECTORS AT 12

CommentsThis sets the size of the board of directors at 12. The board does have a two-thirds majority of independent outsiders on it and this size does not affect that majority and is appropriate for a company of this scope. A vote is cast in favor.

1B Withheld For DIRECTOR


1C For For AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED TO BE CREATED ON THE BOARD

CommentsThis proposal seeks shareholder approval for the authority to appoint a director to fill the vacancy of the Board. The Company states that it is not ready, at the time of the meeting, to nominate a new member for election. The nominating and governance committee is seeking an appropriate candidate, and thus the Company is seeking shareholder approval for the authority to appoint a director once one has been selected. The Board does have a two-thirds majority of independent outsiders on it and the new director will not affect that majority. A vote is cast in favor.

02 For For RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO S INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATION



1000798.1 12909-0106 1,200 1,200 01/27/2006 03/03/2006 03/04/2006



U.S. BANCORP Ticker: USB Annual Meeting Date: 04/18/2006




SEDOL:



01 For For DIRECTOR

PoliciesIt is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees, but they are not nominees this year due to the Company's classified board structure. Since there is a two-thirds majority of independent outsiders on the entire board, a vote is cast in favor of all the nominees.

02 Against For RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE 2006 FISCAL YEAR.


03 Against For APPROVAL OF THE U.S. BANCORP 2006 EXECUTIVE INCENTIVE PLAN.


04 For Against SHAREHOLDER PROPOSAL: DECLASSIFICATION OF THE BOARD OF DIRECTORS.


05 For Against SHAREHOLDER PROPOSAL: ANNUAL APPROVAL OF THE COMPENSATION COMMITTEE REPORT.

CommentsThis shareholder proposal requests that the Company adopt a policy that shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to approve the report of the Compensation Committee set forth in the proxy statement. The proponent specifies that the policy should provide that appropriate disclosures will be made to ensure that shareholders fully understand that: the vote is advisory; will not affect any person's compensation; and will not affect the approval of any compensation-related proposal. The Company's compensation plans do not contain specific performance standards, and give the Compensation Committee substantial discretion in establishing performance targets and making awards. Once such a compensation plan is in place, shareholders do not have a mechanism for providing ongoing input on how the compensation committee chooses and applies performance standards. This proposal would give shareholders a voice in how compensation plans are administered, and it would provide the Company with shareholders' views on its compensations practices, which could be useful for the Compensation Committee. This is in the best interest of shareholders and would strengthen the Company's pay-for-performance practices. A vote is cast in favor.





1000798.1 12909-0304 1,100 1,100 03/14/2006 03/31/2006 04/01/2006



UNIFIRST CORPORATION Ticker: UNF Annual Meeting Date: 01/10/2006




SEDOL:



01 For DIRECTOR

For ALBERT COHENWithheld ANTHONY F. DIFILLIPPO

For ROBERT F. COLLINGS



1000798.1 12909-0104 200 200 12/08/2005 12/13/2005 12/13/2005



UNION PACIFIC CORPORATION Ticker: UNP Annual Meeting Date: 05/04/2006




SEDOL:




PoliciesThis company has significantly underperformed its peer group for the past four years. Given that performance, a vote is cast to withhold authority for all nominees to the board.

02 For For APPOINTMENT OF DELOITTE & TOUCHE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.






05 For Against SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN.



1000798.1 12909-0108 300 300 03/31/2006 04/26/2006 04/26/2006



UNITED PARCEL SERVICE, INC. Ticker: UPS Annual Meeting Date: 05/04/2006




SEDOL:



01 For DIRECTOR

For JOHN J. BEYSTEHNERFor MICHAEL J. BURNSFor D. SCOTT DAVISFor STUART E. EIZENSTATFor MICHAEL L. ESKEW

Withheld JAMES P. KELLYFor ANN M. LIVERMOREFor GARY E. MACDOUGALFor VICTOR A. PELSONFor JOHN W. THOMPSONFor CAROL B. TOMEFor BEN VERWAAYEN


02 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0106 700 700 03/24/2006 04/26/2006 04/27/2006



UNITED TECHNOLOGIES CORPORATION Ticker: UTX Annual Meeting Date: 04/12/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPOINTMENT OF INDEPENDENT AUDITORS


03 Against For APPROVAL OF AMENDMENT TO UTC S RESTATED CERTIFICATE OF INCORPORATION


04 Against Against SHAREOWNER PROPOSAL: DIRECTOR TERM LIMITS


05 For Against SHAREOWNER PROPOSAL: FOREIGN MILITARY SALES

CommentsThis shareholder proposal requests that the Board of Directors provide a comprehensive report to shareholders on the Company's foreign sales of weapons-related products and services. The proponent specifically requests that the report include certain information such as: the criteria used to determine and promote foreign sales; the criteria for choosing countries with which to do business; and the procedures used to negotiate foreign arms sales. The requested report would provide shareholders with useful information on an important topic. A vote is cast in favor.


1000798.1 12909-0109 600 600 03/16/2006 03/28/2006 03/28/2006



UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Annual Meeting Date: 05/02/2006




SEDOL:




CommentsVotes are withheld from the director nominees in protest of the Company's exorbitant pay practices. The Company has granted its five named executives around $2.38 billion in stock options, with CEO McGuire receiving over $1.6 billion in options. The Company's outside directors have also received $159.2 million in stock options. These option grants raise serious questions as to whether the board has provided proper oversight. Questions have also been raised as to whether the company permitted option prices to be backdated so that the price was set when the Company's stock was in a dip. The Wall Street Journal reports on April 18, 2006 that the probability of the options being pre-set at the lowest price was approx. 200 million to one. A shareholders lawsuit has been brought against the Company alleging that option prices were established in violation of company policy. The Attorney General of Minnesota states that "the size of the past option grants indicates a culture of complacency and a lack of sense of proportionality regarding executive earnings by the board." A large amount of negative press has been generated over the excessive pay. The Journal reports that "[CEO] McGuire's story shows how an elite group of companies is getting-rich from the nation's fraying health-care system." The Company's pay practices are under SEC examination. Directors must be held responsible for these pay practices, which have damaged the company's reputation and threaten shareholder value.

02 For For RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.


03 For Against SHAREHOLDER PROPOSAL CONCERNING DIRECTOR ELECTION MAJORITY VOTE STANDARD.



1000798.1 12909-0102 800 800 04/08/2006 04/27/2006 04/28/2006



UNIVISION COMMUNICATIONS INC. Ticker: UVN Annual Meeting Date: 05/10/2006




SEDOL:



01 For DIRECTOR

Withheld A. JERROLD PERENCHIOWithheld ANTHONY CASSARA

For HAROLD GABAFor ALAN F. HORNFor MICHAEL O. JOHNSON

Withheld JOHN G. PERENCHIOWithheld RAY RODRIGUEZWithheld MCHENRY T. TICHENOR JR.


02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL 2006.



1000798.1 12909-0102 200 200 03/25/2006 05/01/2006 05/02/2006



VALERO ENERGY CORPORATION Ticker: VLO Annual Meeting Date: 04/27/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF KPMG LLP AS AUDITORS FOR 2006.



1000798.1 12909-0100 400 400 03/28/2006 04/17/2006 04/18/2006



VERIZON COMMUNICATIONS INC. Ticker: VZ Annual Meeting Date: 05/04/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM




04 For Against MAJORITY VOTE REQUIRED FOR ELECTION OF DIRECTORS


05 For Against COMPOSITION OF BOARD OF DIRECTORS

CommentsThis shareholder proposal asks the Board to adopt a policy of nominating independent directors who, if elected, would constitute two-thirds of the Board. The proponent is asking that the definition of "independent" be no less strict than the one adopted by the Council of Institutional Investors (CII). The recent wave of corporate scandals at companies like Enron, WorldCom and Tyco has led to intensified scrutiny of boards and both the New York Stock Exchange and NASDAQ have adopted new listing requirements that require boards to have a majority of independent directors. However, that minimum requirement is not sufficient to protect shareholder interests since Enron, WorldCom and Tyco all had boards with a majority of independent directors on them. Therefore, corporate governance reformers are now urging companies to voluntarily increase the independence of their boards to the two-thirds level, and adopt stricter definitions of independence. That would be in the best interests of shareholders.



A vote is cast in favor.06 For Against DIRECTORS ON COMMON BOARDS

CommentsThis shareholder proposal requests that the board adopt a policy that it will not nominate two or more persons for election to the board who sit together as members of the board of another public company. The proponent says that Verizon has long had interlocking directorships, and argues that these relationships have compromised the company's integrity and board independence. Verizon has been criticized in the press regarding its interlocking directorships with Wyeth. An article in USA Today cites Verizon's 2002 departure from Business for Affordable Medicine (BAM) as an example of the potential for conflicts when interlocking directors serve on the board. The article states that Wyeth sent "several letters to Verizon expressing its disagreement with BAM." The author viewed Verizons departure from BAM as "surprising," because Verizon had "co-founded the group and helped to recruit its corporate members." Interlocking directorships and mutual board service can create conflicts of interest. Given several news articles cited by the proponent, Verizon is known for having interlocking directors on board, and that situation is creating threats to the Company's integrity and reputation. Verizon argues that this proposal would arbitrarily restrict the board. However, given the negative press cited by the proponent and the potential conflicts of interest, the proposal is a safeguard to ensure board independence, which is in best the interest of shareholders. A yes vote is cast.

07 For Against SEPARATE CHAIRMAN AND CEO


08 For Against PERFORMANCE-BASED EQUITY COMPENSATION

CommentsThis proposal requests that 75% of future long-term incentive compensation to senior executives shall be performance-based. Performance based is defined as indexed options, premium-priced options or performance vesting options or restricted shares. This would be a good way to better align the interests of shareholders and senior executives. A vote is cast in favor.

09 For Against DISCLOSURE OF POLITICAL CONTRIBUTIONS



1000798.1 12909-0104 1,700 1,700 03/22/2006 04/27/2006 04/28/2006



WACHOVIA CORPORATION Ticker: WB Annual Meeting Date: 04/18/2006




SEDOL:



01 For DIRECTOR

Withheld WILLIAM H. GOODWIN, JR*Withheld ROBERT A. INGRAM*

For MACKEY J. MCDONALD*For LANTY L. SMITH*For RUTH G. SHAW*

Withheld ERNEST S. RADY**


02 For For A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE YEAR 2006.


03 For Against A STOCKHOLDER PROPOSAL REGARDING FUTURE SEVERANCE ARRANGEMENTS.


04 For Against A STOCKHOLDER PROPOSAL REGARDING REPORTING OF POLITICAL CONTRIBUTIONS.

CommentsThis shareholder proposal seeks a report from the Company disclosing its political contributions and its policies for political contributions, which accounts for funds donated and the business rationale for each contribution. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. Also, though some information regarding political contributions is available in various public records, this information is scattered throughout different states, it is not readily and easily available in total to shareholders. Therefore, the disclosure sought in this proposal would be in the best interests of shareholders because it will provide useful information to shareholders regarding the Company's political contributions. A vote is cast in favor.

05 For Against A STOCKHOLDER PROPOSAL REGARDING SEPARATING THE OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.




06 For Against A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING IN DIRECTOR ELECTIONS.



1000798.1 12909-0102 1,067 1,067 03/16/2006 03/31/2006 04/01/2006



WAL-MART STORES, INC. Ticker: WMT Annual Meeting Date: 06/02/2006




SEDOL:





02 Against For RATIFICATION OF INDEPENDENT ACCOUNTANTS.


03 For Against A SHAREHOLDER PROPOSAL REGARDING HUMANE POULTRY SLAUGHTER

CommentsThis shareholder proposal requests that the board report to shareholders detailing the progress made toward accelerating the implementation of controlled-atmosphere killing (CAK) for birds killed for its stores. CAK is a new slaughter technology in which chickens are placed into a controlled environment where the oxygen they are breathing is replaced with an inert gas, such as argon or nitrogen, putting the birds to sleep. CAK is a USDA-approved method of slaughtering chickens and has been described by animal welfare experts as "the most stress-free, humane method of killing poultry ever developed." The company states that certain of its suppliers are evaluating CAK, in consideration of animal welfare, food safety and product quality, among other factors. The Company currently believes that further research should be conducted to evaluate CAK and its effects on food safety and product quality issues. The company's response reveals that it is committed to evaluating this technique and to being an advocate of good animal handling practices. The report would shed light on the company's efforts and would provide shareholders with useful information on CAK and the company's evaluations. A vote is cast in favor.

04 For Against A SHAREHOLDER PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS REPORT


05 For Against A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION MAJORITY VOTE STANDARD




06 For Against A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY REPORT


07 For Against A SHAREHOLDER PROPOSAL REGARDING COMPENSATION DISPARITY

CommentsThis shareholder proposal requests that the compensation committee review Wal-Mart's senior executive compensation policies and make a report of that review, including: (1) A comparison of the salary, health and pension benefits, bonuses and profit sharing, stock options and all other forms of compensation of top executives and of the company's lowest paid workers in the US in July 1995 and July 2005; (2) An analysis of any changes in the relative size of the gap between the two groups and the rationale justifying this trend; and (3) An evaluation of whether the total compensation packages of the company's top executives are "excessive" and whether greater oversight is needed over the compensation packages. The proponent argues that the yawning pay gap weakens the connection between corporate performance and executive pay. The proponent further implies that negative shareholder returns for Wal-Mart in recent years do not justify the CEO's compensation package, which is relatively large and has increased over time. The company argues that it already provides thorough disclosure of its pay practices. In such case, this proposal would boost the company's disclosure efforts and the report would not be burdensome. The requested report would provide shareholders with useful information. Given the continued reputational problems facing Wal-Mart, it would be in the best interests of shareholders and the company to have this increased disclosure and analysis. A vote is cast in favor.

08 For Against A SHAREHOLDER PROPOSAL REGARDING AN EQUITY COMPENSATION GLASS CEILING REPORT

CommentsThis shareholder proposal requests that the company prepare and make available to shareholders a report documenting the distribution of last year's stock options and restricted stock awards by race and gender of the recipient. The report should also discuss recent trends in equity compensation distribution to women and employees of color. The requested report will provide important information that will allow shareholders to evaluate whether there is an equity compensation "glass ceiling" at Wal-Mart, which might lead to potential future liability. Wal-Mart has been subject to several employee suits alleging race and gender discrimination in the workplace, and such suits can be financially costly to companies and risk damage to their reputation. Also, shareholders should be sure that all Wal-Mart's associates receive wealth-creating opportunities that fairly reflect their role and contribution to the company. Since Wal-Mart has made a public commitment to be a leader in corporate diversity initiatives, disclosure of this additional information is consistent with the company's commitment. A vote is therefore cast in favor.


1000798.1 12909-0103 2,200 2,200 04/25/2006 05/22/2006 05/23/2006



WALGREEN CO. Ticker: WAG Annual Meeting Date: 01/11/2006




SEDOL:



01 For For DIRECTOR


02 For For RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


03 Against For APPROVAL OF THE AMENDED AND RESTATED WALGREEN CO. EXECUTIVE STOCK OPTION PLAN.

CommentsThis proposal seeks shareholder approval to extend the term of a stock option plan. Extending the plan's terms would only make sense if the plan is a good one, and this one is not. The plan does not contain any specific performance standards, and the company's dilution is currently at 14%, which is high. A vote is therefore cast against.


1000798.1 12909-0109 600 600 11/23/2005 12/15/2005 12/15/2005



WASHINGTON MUTUAL, INC. Ticker: WM Annual Meeting Date: 04/18/2006




SEDOL:



01 For For DIRECTOR


02 For For COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2006


03 Against For TO APPROVE THE WASHINGTON MUTUAL, INC. AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES THAT MAY BE SUBJECT TO AWARDS MADE THEREUNDER

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Combined with existing plans, the number of shares in this plan could result in excess of 10% dilution of current shareholder equity.The existing plan itself does not specify performance standards upon which to base the granting of options.Thus, a vote is cast against the proposal.

04 Against For TO APPROVE THE WASHINGTON MUTUAL, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN


05 For For TO APPROVE THE COMPANY PROPOSAL TO AMEND THE WASHINGTON MUTUAL, INC. ARTICLES OF INCORPORATION (AS AMENDED) TO DECLASSIFY THE BOARD OF DIRECTORS AND ESTABLISH ANNUAL ELECTIONS FOR ALL COMPANY DIRECTORS COMMENCING WITH THE 2007 ANNUAL MEETING, RATHER THAN THE CURRENT STAGGERED THREE-YEAR TERMS


06 For Against SHAREHOLDER PROPOSAL RELATING TO DISCLOSURE OF THE COMPANY S POLITICAL CONTRIBUTIONS

CommentsThis shareholder proposal seeks a report from the Company disclosing its political contributions and its policies for political contributions, which accounts for funds



donated and the business rationale for each contribution. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. Also, though some information regarding the company's political contributions is available in various public records, these records are scattered throughout different states, and the information is not readily and easily available in total to shareholders. Therefore, the disclosure sought in this proposal would be in the best interests of shareholders because it will provide useful information to shareholders regarding the Company's political contributions. A vote is cast in favor.


1000798.1 12909-0103 600 600 03/23/2006 03/31/2006 04/01/2006



WASTE MANAGEMENT, INC. Ticker: WMI Annual Meeting Date: 05/05/2006




SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For For PROPOSAL TO AMEND THE COMPANY S 1997 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN.


04 For Against PROPOSAL RELATING TO ELECTION OF DIRECTORS BY MAJORITY VOTE, IF PROPERLY PRESENTED AT THE MEETING.



1000798.1 12909-0109 400 400 03/31/2006 04/27/2006 04/27/2006



WELLPOINT, INC. Ticker: WLP Annual Meeting Date: 05/16/2006




SEDOL:



01 For For DIRECTOR


02 Against For TO APPROVE THE PROPOSED WELLPOINT 2006 INCENTIVE COMPENSATION PLAN.


03 For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2006.



1000798.1 12909-0107 400 400 04/14/2006 05/03/2006 05/04/2006



WELLS FARGO & COMPANY Ticker: WFC Annual Meeting Date: 04/25/2006




SEDOL:



01 For DIRECTOR

For LLOYD H. DEANFor SUSAN E. ENGEL

Withheld ENRIQUE HERNANDEZ, JR.For ROBERT L. JOSS

Withheld RICHARD M. KOVACEVICHFor RICHARD D. MCCORMICK

Withheld CYNTHIA H. MILLIGANFor NICHOLAS G. MOORE

Withheld PHILIP J. QUIGLEYWithheld DONALD B. RICE

For JUDITH M. RUNSTADFor STEPHEN W. SANGERFor SUSAN G. SWENSON

Withheld MICHAEL W. WRIGHT


02 For For PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2006.


03 For Against STOCKHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION BY-LAW AMENDMENT.


04 For Against STOCKHOLDER PROPOSAL REGARDING SEPARATION OF BOARD CHAIR AND CEO POSITIONS.




05 For Against STOCKHOLDER PROPOSAL REGARDING DIRECTOR COMPENSATION.

CommentsThis shareholder proposal requests that future compensation packages for non-employee directors be approved by shareholders and that every benefit and perquisite for the non-employee directors that involves an expenditure or use of company assets be identified. The current annualized value of compensation received by a Company outside director is estimated to be $217,400, which does not include the value of travel, health and life insurance that the outside directors also receive. A $100 investment in the Company in 2000 was worth only $129 at the end of 2005. The Company also underperformed its peer group, for which a $100 investment in 2000 was worth $133 after five years. Given that directors have received such high compensation while the Company has been a below-average performer, it is understandable why the proponent seeks shareholder approval of future compensation packages for non-employee directors. A vote is cast in favor.

06 For Against STOCKHOLDER PROPOSAL REGARDING A REPORT ON HOME MORTGAGE DISCLOSURE ACT (HMDA) DATA.

CommentsThis proposal requests that the Company prepare a report providing explanations of racial and ethnic disparities in the cost of loans provided by the Company. The proponent states that racial disparities in Wells Fargo's Home Mortgage Disclosure Act (HMDA) data are pronounced. In April 2005, New York Attorney General Eliot Spitzer asked Wells Fargo for information on loan conditions and credit scores as he investigated whether the racial disparities in high-cost loans violated state laws. Rather than comply with Spitzer's request, Wells Fargo joined others in successfully suing the Attorney General arguing that he had no jurisdiction over a federally chartered bank. The pronounced racial disparities in Wells Fargo's HMDA data have created serious reputational problems for the company. ACORN, the nation's largest community organization of low--income families, has a campaign against Wells Fargo, and several websites track allegations against the Company. Wells Fargo argues that the credit risks associated with the loan--a factor not included in HMDA data--explains most of the racial and ethnic disparities. If the company has legitimate reasons that explain that disparities, the report requested by the proponent would give the Company the opportunity to make these reasons known. The report would allow the Company to fully explain its policies, rebuild investor and stakeholder trust, and strengthen its reputation as being fair and transparent. A vote is cast in favor.


1000798.1 12909-0101 1,000 1,000 03/17/2006 04/13/2006 04/14/2006



WEYERHAEUSER COMPANY Ticker: WY Annual Meeting Date: 04/20/2006




SEDOL:



01 For DIRECTOR

For RICHARD F. HASKAYNEWithheld DONALD F. MAZANKOWSKI

For NICOLE W. PIASECKI


02 For Against SHAREHOLDER PROPOSAL ON DIRECTOR ELECTION BY MAJORITY


03 For Against SHAREHOLDER PROPOSAL ON MAJORITY VOTE


04 For Against SHAREHOLDER PROPOSAL ON EXECUTIVE COMPENSATION

Comments This shareholder proposal requests that the Company establish a pay-for-performance standard in its executive compensation plan for senior executives that incorporates the following principles: (1) the annual incentive component of the company's plan should utilize financial performance criteria that can be benchmarked against peer group performance, and provide that no annual bonus be awarded based on financial performance criteria unless the company exceeds the median performance of the disclosed peer group on the selected criteria; (2) the long-term executive compensation component should similarly utilize financial and/or stock price performance criteria that can be benchmarked against a peer group, and any stock compensation should be structured so that compensation is received only when the company exceeds the median performance of the peer group on the selected criteria; and (3) plan disclosure should allow shareholders to monitor the correlation between pay and performance. This proposal would ensure that there is a clear link between executive incentive awards and financial or stock performance. The Company states that it has essentially implemented the key components of the proposal through a new compensation program it established earlier this year. Support of this proposal is therefore in line with the Company's



own efforts to improve its pay practices. A vote is cast in favor.05 For Against SHAREHOLDER PROPOSAL ON FOREST STEWARDSHIP COUNCIL

(FSC) CERTIFICATION

CommentsThis shareholder proposal requests that the company prepare a report for shareholders assessing the feasibility of earning Forest Stewardship Council (FSC) certification for its forest lands and forest products manufacturing facilities. The proponent believes that the FSC has a superior certification system for forestlands and forest products manufacturing facilities. The proponent further believes that pursuit of FSC certification would bolster the Company's reputation among environmental organizations, socially responsible investors and retailers, including Home Depot and R.R. Donnelley and Sons, which have recently begun selling and using more FSC-certified wood products. The proponent also believes that FSC criteria would improve the Company's relationships with other important stakeholders, such as employees, contractors and indigenous peoples. Management states that it has closely followed the evolution of certification systems and made the decision in 1999 to certify all of the forests it owns or manages to the ISO 14001 standard and to certify all of its forests in North America to either the SFI or CSA standards. The Company states that it is committed to the principles of sustainable forestry and monitors credible systems to improve forest management worldwide. The report requested by this proposal would provide shareholders with useful information, and would give the Company the opportunity to assess its certification decisions. A vote is cast in favor.

06 For Against SHAREHOLDER PROPOSAL ON AN INDEPENDENT CHAIRMAN


07 For For APPROVAL, ON AN ADVISORY BASIS, OF THE APPOINTMENT OF AUDITORS



1000798.1 12909-0104 200 200 03/16/2006 04/05/2006 04/05/2006



WM. WRIGLEY JR. COMPANY Ticker: WWY Annual Meeting Date: 04/04/2006




SEDOL:



01 For DIRECTOR

Withheld JOHN BARDFor HOWARD BERNICKFor MELINDA RICH


02 Against For TO APPROVE THE ADOPTION OF THE WM. WRIGLEY JR. COMPANY 2007 MANAGEMENT INCENTIVE PLAN.


03 Against For AUTHORIZE THE ONE-TIME DISTRIBUTION OF SHARES OF CLASS B COMMON STOCK AS DIVIDEND TO HOLDERS OF EACH CLASS OF COMMON STOCK OUTSTANDING.

CommentsProposals 3, 4, and 5 seek to preserve the current dual class capital structure at the Company. The three proposals amend the charter three ways: firstly, to provide for a one-time stock dividend of one share of "class B common stock" to each shareholder that has four shares of common stock, and another dividend of one share of "class B common stock" to each holder of four shares of "class B common stock"; secondly, to increase the automatic "class B common stock" conversion threshold from ten percent to 12 percent; and finally, to provide that the conversion of class B common stock into common stock will occur 18 months from the date the conversion threshold is crossed. These proposals would essentially preserve the current level of power that the Mr. Wrigley, Jr. can assert on the company, specifically in regards to any attempts at mergers or takeovers. After the proposed class B common stock dividend, Mr. Wrigley will hold 10.8% of the outstanding stock, and will control 28.5% of the total voting power. If these proposals pass, any takeover or acquisition will require his votes and approval even if a majority of holders of common stock vote for a proposed takeover. It is in the best interest of shareholders to have a single stock class structure, with equal voting rights. A vote is therefore cast against Proposals 3, 4 and 5.

04 Against For INCREASE THE CLASS B COMMON STOCK AUTOMATIC CONVERSION THRESHOLD FROM 10% TO 12%.

CommentsProposals 3, 4, and 5 seek to preserve the current dual class capital structure at the Company. The three proposals amend the charter three ways: firstly, to provide for a one-time stock dividend of one share of "class B common stock" to each shareholder that has four shares of common stock, and another dividend of one share of "class



B common stock" to each holder of four shares of "class B common stock"; secondly, to increase the automatic "class B common stock" conversion threshold from ten percent to 12 percent; and finally, to provide that the conversion of class B common stock into common stock will occur 18 months from the date the conversion threshold is crossed. These proposals would essentially preserve the current level of power that the Mr. Wrigley, Jr. can assert on the company, specifically in regards to any attempts at mergers or takeovers. After the proposed class B common stock dividend, Mr. Wrigley will hold 10.8% of the outstanding stock, and will control 28.5% of the total voting power. If these proposals pass, any takeover or acquisition will require his votes and approval even if a majority of holders of common stock vote for a proposed takeover. It is in the best interest of shareholders to have a single stock class structure, with equal voting rights. A vote is therefore cast against Proposals 3, 4 and 5.

05 Against For DEFER, AND PERMIT THE BOARD OF DIRECTORS TO FURTHER DEFER, THE AUTOMATIC CONVERSION OF CLASS B COMMON STOCK IF THE AUTOMATIC CONVERSION THRESHOLD IS CROSSED.

CommentsProposals 3, 4, and 5 seek to preserve the current dual class capital structure at the Company. The three proposals amend the charter three ways: firstly, to provide for a one-time stock dividend of one share of "class B common stock" to each shareholder that has four shares of common stock, and another dividend of one share of "class B common stock" to each holder of four shares of "class B common stock"; secondly, to increase the automatic "class B common stock" conversion threshold from ten percent to 12 percent; and finally, to provide that the conversion of class B common stock into common stock will occur 18 months from the date the conversion threshold is crossed. These proposals would essentially preserve the current level of power that the Mr. Wrigley, Jr. can assert on the company, specifically in regards to any attempts at mergers or takeovers. After the proposed class B common stock dividend, Mr. Wrigley will hold 10.8% of the outstanding stock, and will control 28.5% of the total voting power. If these proposals pass, any takeover or acquisition will require his votes and approval even if a majority of holders of common stock vote for a proposed takeover. It is in the best interest of shareholders to have a single stock class structure, with equal voting rights. A vote is therefore cast against Proposals 3, 4 and 5.

06 For For TO RATIFY THE APPOINTMENT OF THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (INDEPENDENT AUDITORS) FOR THE YEAR ENDING DECEMBER 31, 2006.



1000798.1 12909-0105 200 200 02/22/2006 03/17/2006 03/17/2006



WYETH Ticker: WYE Annual Meeting Date: 04/27/2006




SEDOL:



01 For DIRECTOR

For R. ESSNERFor J.D. FEERICKFor F.D. FERGUSSONFor V.F. GANZIFor R. LANGERFor J.P. MASCOTTEFor M.L. POLANFor G.L. ROGERSFor I.G. SEIDENBERG

Withheld W.V. SHIPLEYFor J.R. TORELL III


02 For For RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


03 Against For ADOPT NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN


04 For Against LIMITING SUPPLY OF PRESCRIPTION DRUGS IN CANADA

CommentsThis proposal seeks a report on the effects of the long-term economic stability of the Company and on the risks of liability to legal claims that arise from the Company's policy of limiting the availability of its products to Canadian wholesalers or pharmacies that allow purchase of its products by U.S. residents. There has been considerable controversy generated by the Company's pricing structure that charges US customers significantly higher prices for the same prescription medicines that are available at significantly lower prices in Canada. The report sought in this proposal would provide the Company and shareholders with valuable information. A vote is cast in favor.

05 For Against DISCLOSURE OF POLITICAL CONTRIBUTIONS

CommentsThis shareholder proposal seeks a report from the Company disclosing its policies



for political contributions which accounts for funds donated and the business rationale for each contribution and to provide board oversight of such contributions. The disclosure of policies and business rationale are not items that are available in the various public records the Company has to file. This would provide useful information to shareholders and allow them to examine all contributions at one site instead of searching through many. A vote is cast in favor.

06 For Against DISCLOSURE OF ANIMAL WELFARE POLICY

CommentsThis shareholder proposal requests that the Board post an Animal Welfare Policy online which addresses the Company's commitment to (a) reducing animal testing and (b) ensuring superior standards of care for animals who continue to be used for testing, both by the Company and by all independently retained laboratories, including provisions to ensure that animals' psychological, social and behavioral needs are met. It further requests that the Board issue an annual report to shareholders on the extent to which in-house and contract labs are adhering to the policy, including the implementation of the psychological enrichment measures. The proposal cites the example of Covance, Inc., a British lab which lost a suit against People for the Ethical Treatment of Animals (PETA) for publicizing its abuse of lab animals. The Company currently has no published animal welfare or animal care policy on its website. It is clear that even with the best of intentions, the standards of treatment of animals at contract labs has lapsed as witnessed by the documented instances of animal abuse at Covance. Given this, the Company should be willing to make its animal treatment requirements clear to shareholders as well as to its subcontractors and to monitor and report on such. A vote is cast in favor of the shareholder proposal.

07 For Against ELECTION OF DIRECTORS BY MAJORITY VOTE


08 For Against SEPARATING ROLES OF CHAIRMAN & CEO


09 For Against ADOPTION OF SIMPLE MAJORITY VOTE

CommentsThis shareholder proposal requests that the Company take each step necessary for a simple majority vote to apply on each issue that can be subject to shareholder vote to the greatest extent possible. This proposal is focused on voting requirements no higher than approximately 51%. Supermajority vote requirements detract from a simple majority's power to enforce its will. It is in the best interest of shareholders for a majority vote to suffice. A vote is cast in favor.


1000798.1 12909-0100 800 800 03/17/2006 04/17/2006 04/17/2006



XEROX CORPORATION Ticker: XRX Annual Meeting Date: 05/24/2006




SEDOL:



01 For DIRECTOR

For GLENN A. BRITTFor RICHARD J. HARRINGTONFor WILLIAM CURT HUNTER

Withheld VERNON E. JORDAN, JR.For HILMAR KOPPERFor RALPH S. LARSENFor ROBERT A. MCDONALDFor ANNE M. MULCAHYFor N.J. NICHOLAS, JR.

Withheld ANN N. REESEFor MARY AGNES WILDEROTTER


02 For For RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.


03 For Against SHAREHOLDER PROPOSAL RELATING TO ELECTION OF DIRECTORS BY MAJORITY VOTE.


04 Against Against SHAREHOLDER PROPOSAL RELATING TO SENIOR EXECUTIVE BONUSES.

CommentsThis shareholder proposal requests that the Company adopt a policy providing that a substantial majority of future award grants made to executives under the Company's stock incentive plan be based on the growth in "top line revenues." The proponent applauds the senior executives for their performance in recent years, but states that the Company has not shown the growth in top line revenues that would inspire long-term confidence. The Company has been an outstanding performer, and its compensation practices have been reasonable. A $100 investment in the Company in 2000 was worth $319 at the end of 2005, versus $82 for a similar investment in the peer group.



However, the CEO's total estimated pay for 2004 was approximately $2.7 million, which is significantly less than the $4.4 million peer group median CEO pay. The Company has a strong track record of linking pay to performance. For example, in 2004, the Company's stock fell from $370 to $319, and the Company made no stock awards to the top executives that year. The Company successfully argues that the proposal is too restrictive, and that its current approach to pay-for-performance is more balanced. A vote is cast against.


1000798.1 12909-0103 600 600 04/12/2006 05/15/2006 05/15/2006



XILINX, INC. Ticker: XLNX Annual Meeting Date: 07/26/2006




SEDOL:



01 For For DIRECTOR


02 For For PROPOSAL TO RATIFY AND APPROVE AN AMENDMENT TO THE COMPANY S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.


03 Against For PROPOSAL TO APPROVE THE 2007 EQUITY INCENTIVE PLAN AND TO AUTHORIZE 10,000,000 SHARES TO BE RESERVED FOR ISSUANCE THEREUNDER.


04 For For PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS EXTERNAL AUDITORS OF XILINX FOR FISCAL YEAR 2007.



1000798.1 12909-0101 300 300 06/15/2006 07/10/2006 07/11/2006



XTO ENERGY INC. Ticker: XTO Annual Meeting Date: 05/16/2006




SEDOL:



01 For DIRECTOR

For PHILLIP R. KEVIL*For HERBERT D. SIMONS*

Withheld VAUGHN O VENNERBERG II*For LANE G. COLLINS**


02 Against For APPROVAL OF THE AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, TO 1,000,000,000.


03 Against For APPROVAL OF THE XTO ENERGY INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN.

PoliciesA stock compensation plan receives additional shares pursuant to this proposal. The proposal is flawed for the following reason(s):Performance standards upon which to base the granting of options are not specified in the plan. Instead, there is broad discretion in determining option awards.Thus, a vote is cast against the proposal.

04 For For RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR 2006.



1000798.1 12909-0106 300 300 04/19/2006 05/03/2006 05/04/2006



YAHOO] INC. Ticker: YHOO Annual Meeting Date: 05/25/2006




SEDOL:



01 For For DIRECTOR


02 Against For AMENDMENT OF THE 1996 DIRECTORS STOCK OPTION PLAN.

CommentsThis proposal seeks approval to amend a stock incentive plan for outside directors to (1) reduce the grant of stock options and (2) permit formulaic grants of restricted stock units to directors. While the reduction of stock option grants is supported, the company intends to supplement this reduction with grants of restricted stock units. These formulaic grants are not tied to company performance or director attendance. Also, while stock option grants put director compensation at risk, the grant of time-vesting restricted stock is a giveaway for directors. This proposal would make a bad plan worse. A vote is therefore cast against.

03 For For RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.



1000798.1 12909-0106 800 800 04/28/2006 05/16/2006 05/17/2006



YUM] BRANDS, INC. Ticker: YUM Annual Meeting Date: 05/18/2006




SEDOL:



01 For DIRECTOR

For DAVID W. DORMANFor MASSIMO FERRAGAMOFor J. DAVID GRISSOM

Withheld BONNIE G. HILLFor ROBERT HOLLAND, JR.For KENNETH G. LANGONEFor JONATHAN S. LINENFor THOMAS C. NELSONFor DAVID C. NOVAKFor THOMAS M. RYANFor JACKIE TRUJILLO

Withheld ROBERT J. ULRICH

PoliciesIn voting on nominees for the board of directors, the shareholder examines each nominee to determine if he or she is an independent outsider or an insider (e.g., a key executive, a relative of a key executive, a contractor with the company).It is also in the best interests of shareholders for the key nomination, compensation and audit committees to consist entirely of independent outsiders. At this Company, insiders serve on some of those committees. A vote is cast to withhold authority for the insider nominees who serve on those committees. Since there is a two-thirds majority of independent outsiders on the entire board, a vote is cast in favor of all other nominees.The total number of boards upon which they serve is another factor to consider in evaluating nominees for the board. Here, there are either nominees with fulltime jobs serving on more than three other boards or retired nominees serving on more than five other boards. It is not in the best interests of shareholders for directors to be spread over so many boards. A vote is withheld from such nominees.

02 For For RATIFICATION OF INDEPENDENT AUDITORS (PAGE 16 OF PROXY)


03 For Against SHAREHOLDER PROPOSAL RELATING TO A DIVERSITY REPORT (PAGE 17 OF PROXY)

PoliciesThis proposal seeks a report from the Company on its Equal Employment policies and practices. The Company asserts it is in full compliance with all legal requirements. This report would be a good way for it to check on that. A vote is cast in favor.

04 For Against SHAREHOLDER PROPOSAL RELATING TO THE MACBRIDE PRINCIPLES (PAGE 20 OF PROXY)

PoliciesThis proposal requests the company to adopt the MacBride Principles, which is a code of corporate conduct for doing business in Northern Ireland. This will lessen the danger to shareholder interests. A vote is cast in favor of the proposal.

05 Against Against SHAREHOLDER PROPOSAL RELATING TO FOOD CONTAINING GENETICALLY ENGINEERED INGREDIENTS (PAGE 22 OF PROXY)



CommentsThis shareholder proposal requests the Board of Directors adopt a policy to identify and label all food products manufactured or sold by the company under the company's brand names or private labels that may contain genetically engineered ingredients. The Company argues persuasively that from a practical standpoint it is very difficult to determine what constitutes genetically engineered products, not practical for it to force manufacturers to label their products as requested, and such labeling would create confusion and place its products at a competitive disadvantage. The Company also stresses that it is in compliance with all government labeling regulations set by the Food and Drug Administration. Therefore, a vote is cast against this proposal.

06 For Against SHAREHOLDER PROPOSAL RELATING TO AN ANIMAL WELFARE STANDARDS REPORT (PAGE 25 OF PROXY)

CommentsThis shareholder proposal requests that the Company issue a report on the feasibility of the Company requiring that all chickens served in KFC restaurants be raised according to the recommendations made by Drs. Grandin, Douglass and Duncan on March 11, 2005. (Grandin, Douglass and Duncan are former members of the KFC Animal Welfare Advisory Council (AWAC).) The recommendations include phasing in the use of controlled-atmosphere killing, which is purported to be the most humane method of poultry slaughter available, and requiring that suppliers work with breeders to ensure that chickens are bred for increased leg strength and decreased aggression. The Company has been criticized in the press for not following the recommendations of the AWAC. The proponents note that Douglass was quoted in the Chicago Tribune (6 Aug. 2005) as saying: "[KFC] never had any [AWAC] meetings. They never asked any advice, and then they touted to the press that they had this animal-welfare advisory committee. I felt like I was being used." Five AWAC members have resigned. The Company argues that it is committed to being a leader in animal welfare, and has developed policies to enhance poultry welfare. It would be in the Company's best interest to explain its animal welfare policies in a report, particularly given the negative press it has recently received in this area. A vote is cast in favor.


1000798.1 12909-0101 200 200 04/01/2006 05/08/2006 05/09/2006



ZIMMER HOLDINGS, INC. Ticker: ZMH Annual Meeting Date: 05/01/2006




SEDOL:



01 For For DIRECTOR


02 Against For APPROVAL OF ZIMMER HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN


03 For For AUDITOR RATIFICATION


04 For Against STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY



1000798.1 12909-0102 200 200 03/23/2006 04/21/2006 04/22/2006

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