| 1 | Issue Shares in Connection with Merger | For |
| 2 | Allow Proxy Solicitation | Oppose |
| 3.1 | Elect Director George N. Cochran | For |
| 3.2 | Elect Director Kathleen M. Cronin | For |
| 3.3 | Elect Director Douglas G. Geoga | For |
| 3.4 | Elect Director Thomas M. Goldstein | For |
| 3.5 | Elect Director Lacy M. Johnson | For |
| 3.6 | Elect Director Robert J. Joyce | For |
| 3.7 | Elect Director Joseph P. Lacher, Jr. | For |
| 3.8 | Elect Director Christopher B. Sarofim | For |
| 3.9 | Elect Director David P. Storch | For |
| 3.10 | Elect Director Susan D. Whiting | For |
| 4 | Ratify Deloitte & Touche LLP as Auditors | Oppose |
| 5 | Advisory Vote to Ratify Named Executive Officers' Compensation | Abstain |
