| 1a | Elect John E. Cody | For |
| 1b | Elect Howard D. Elias | For |
| 1c | Elect Lidia Fonseca | For |
| 1d | Elect John Jeffry Louis | For |
| 1e | Elect Marjorie Magner | For |
| 1f | Elect Gracia C. Martore | For |
| 1g | Elect Scott K. McCune | For |
| 1h | Elect Susan Ness | For |
| 1i | Elect Tony A. Prophet | For |
| 1j | Elect Neal Shapiro | For |
| 2 | Appoint the auditors | Oppose |
| 3 | Approve amendment to Third Restated Certificate of Incorporation | Oppose |
| 4 | Approve performance measures specified in the Company's Amended and Restated 2001 Omnibus Incentive Compensation Plan | Oppose |
| 5 | Advisory vote on executive compensation | Oppose |
| 6 | Shareholder Resolution: Vesting of equity awards of senior executives upon a change of control. | For |
