| 1.a | Elect Nelda J. Connors - Non-Executive Director | Withhold |
| 1.b | Elect Charles J. Dockendorff - Non-Executive Director | Withhold |
| 1.c | Elect Yoshiaki Fujimori - Non-Executive Director | For |
| 1.d | Elect Donna A. James - Non-Executive Director | For |
| 1.e | Elect Edward J. Ludwig - Senior Independent Director | For |
| 1.f | Elect Michael F. Mahoney - Chair & Chief Executive | Withhold |
| 1.g | Elect David J. Roux - Non-Executive Director | For |
| 1.h | Elect John E. Sununu - Non-Executive Director | For |
| 1.i | Elect Ellen M. Zane - Non-Executive Director | For |
| 2 | Advisory Vote on Executive Compensation | Abstain |
| 3 | Ratify Ernst & Young LLP as Auditors | Oppose |
| 4 | Shareholder Resolution: Report on Non-Management Employee Representation on the Board of Directors
| For |