acnb corporation 1. elect directors against 5/7/02 · 1. elect directors for 4/26/02 2. ratify...

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002 Company Issue Vote Meeting Date ABBOTT LABORATORIES, INC. 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1. Elect directors against 5/7/02 ADAPTEC INC. 1. Elect directors for 8/23/01 2. Ratify auditors for ADC TELECOMMUNICATIONS INC. 1. Elect directors for 2/19/02 2. Amend Employee Stock Purchase Plan for 3. Amend Omnibus Stock Plan/Eliminate Non-Employee Director Plan for 4. Amend Executive Incentive Bonus Plan against ADVANCED MICRO DEVICES, INC. 1. Elect directors against 4/25/02 2. Ratify auditors for 3. Amendments to 1996 stock incentive plan. against AES CORPORATION 1. Elect directors for 4/25/02 AETNA INC. 1. Elect directors for 4/26/02 2. Ratify auditors for All content ©2002 Trillium Asset Management Corporation Page 1 of 67

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Page 1: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

ABBOTT LABORATORIES, INC. 1. Elect directors for 4/26/02

2. Ratify auditors against

3. SP: Make AIDS Drugs Available in Africa for

ACNB CORPORATION 1. Elect directors against 5/7/02

ADAPTEC INC. 1. Elect directors for 8/23/01

2. Ratify auditors for

ADC TELECOMMUNICATIONS INC. 1. Elect directors for 2/19/02

2. Amend Employee Stock Purchase Plan for

3. Amend Omnibus Stock Plan/Eliminate Non-Employee Director Plan for

4. Amend Executive Incentive Bonus Plan against

ADVANCED MICRO DEVICES, INC. 1. Elect directors against 4/25/02

2. Ratify auditors for

3. Amendments to 1996 stock incentive plan. against

AES CORPORATION 1. Elect directors for 4/25/02

AETNA INC. 1. Elect directors for 4/26/02

2. Ratify auditors for

All content ©2002 Trillium Asset Management Corporation Page 1 of 67

Page 2: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Approve Employee Stock Purchase Plan for

4. SP: Adopt Cumulative Voting for

5. SP: Redeem or vote on poison pill for

A.G. EDWARDS, INC. 1. Elect directors against 6/20/02

2. Approve Employee Stock Purchase Plan for

3. Ratify Auditors for

AIR PRODUCTS INC. 1. Elect directors for 1/24/02

2. Ratify Auditors for

ALASKA AIR GROUP 1. Elect directors against 5/30/02

2. Amend Omnibus Stock Plan against

3. Approve Employee Stock Purchase Plan for

4. SP: Adopt Simple-Majority Vote for

ALBERTSONS INC. 1. Elect directors for 6/6/02

2. Ratify Auditors for

3. Approve Executive Incentive Bonus Plan against

4. SP: Declassify the Board of Directors for

All content ©2002 Trillium Asset Management Corporation Page 2 of 67

Page 3: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

5. SP: Label Genetically Engineered Foods for

6. SP: Adopt/Implement CERES Principles for

7. SP: Prohibit Auditor from Providing Non-Audit Services for

ALCAN INC. 1. Elect directors for 4/25/02

2. Ratify Auditors for

3. Reconfirm Shareholder rights plan for

4. Amend articles of incorporation for

5. Confirm amendments to by-laws for

ALCOA, INC. 1. Elect directors for 4/19/02

ALLEGHENY ENERGY, INC. 1. Elect directors against 5/9/02

2. Ratify Auditors for

3. SP: Redeem or vote on poison pill for

4. SP: Report on greenhouse gas emissions for

5. SP: No consulting by auditors for

6. SP: Reincorporation from Maryland to Delaware for

All content ©2002 Trillium Asset Management Corporation Page 3 of 67

Page 4: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

7. SP: Report on EEO for

8. SP: Golden parachutes for

9. SP: Repeal classified board for

ALLIED CAPITAL CORPORATION 1. Elect directors for 5/7/02

2. Ratify Auditors for

3. Amend stock option plan against

ALLSTATE CORPORATION 1. Elect directors against 5/16/02

2. Ratify Auditors for

3. SP: Adopt cumulative voting for

4. SP: Redeem or vote on poison pill for

ALLTEL CORPORATION 1. Elect directors for 4/25/02

2. SP: Adopt sexual orientation anti-bias policy for

All content ©2002 Trillium Asset Management Corporation Page 4 of 67

Page 5: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

ALTERA CORPORATION 1. Elect directors against 4/30/02

2. Approve Stock Option Plan against

3. Amend Employee Stock Purchase Plan for

4. Ratify Auditors for

AMBAC FINANCIAL GROUP, INC. 1. Elect directors against 5/7/02

2. Ratify Auditors for

AMEREN CORPORATION 1. Elect directors against 4/23/02

2. SP—Report on decommissioning nuclear power plant for

AMERICAN ELECTRIC POWER COMPANY 1. Elect directors against 4/23/02

2. Ratify Auditors for

3. SP—Adopt director tenure policy for

AMERICAN EXPRESS COMPANY 1. Elect directors for 4/22/02

2. Ratify Auditors for

3. Amend Omnibus Stock Plan against

All content ©2002 Trillium Asset Management Corporation Page 5 of 67

Page 6: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. SP: Rotate Annual Meeting Location for

AMERICAN INTERNATIONAL GROUP, INC. 1. Elect directors for 5/15/02

2. Approve Omnibus Stock Plan against

3. Ratify Auditors for

4. SP: Establish a Nominating Committee for

AMGEN INC. 1. Elect directors against 5/16/02

2. Issue Shares in Connection with an Acquisition for

3. Ratify Auditors for

4. Approve/Amend Executive Incentive Bonus Plan against

ANHEUSER-BUSCH COMPANIES INC. 1. Elect directors for 4/24/02

2. Ratify Auditors for

3. SP: Label Genetically Modified Foods for

ANALOG DEVICES, INC. 1. Elect directors against 3/12/02

2. Ratify Auditors for

All content ©2002 Trillium Asset Management Corporation Page 6 of 67

Page 7: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

ANARDKO PETROLEUM CORPORATION 1. Elect directors against 4/25/02

AOL TIME WARNER INC. 1. Elect directors against 5/16/02

2. Ratify Auditors for

3. SP: Implement China Business Principles for

APACHE CORPORATION 1. Elect directors against 5/2/02

APPLE COMPUTER, INC. 1. Elect directors against 4/24/02

2. Amend Omnibus Stock Plan against

3. Ratify Auditors against

4. SP: Establish a Nominating Committee for

5. SP: Establish a Compensation Committee for

APPLIED MATERIALS INC. 1. Elect directors for 3/21/02

2. Amend Executive Incentive Bonus Plan against

ASCENTIAL SOFTWARE CORPORATION 1. Elect directors against 6/14/02

ASTROPOWER, INC. 1. Elect directors against 5/8/02

All content ©2002 Trillium Asset Management Corporation Page 7 of 67

Page 8: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Amend Stock Option Plan

3. Ratify Auditors for

AT&T WIRELESS SERVICES 1. Elect directors for 5/16/02

2. Ratify Auditors for

ATMEL CORPORATION 1. Elect directors for 5/1/02

2. Ratify Auditors for

AUTOMATIC DATA PROCESSING, INC. 1. Elect directors against 11/13/01

2. Amend Stock Option Plan for

3. Approve Omnibus Stock Plan against

4. Ratify auditors for

AVERY DENNISON CORPORATION 1. Elect directors against 4/25/02

BAKER HUGHES, INC. 1. Elect directors for 4/24/02

2. Ratify Auditors for

3. Adopt stock option plan against

All content ©2002 Trillium Asset Management Corporation Page 8 of 67

Page 9: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. SP: Implement MacBride principles for

5. SP: Repeal classified board for

6. SP: Eliminate supermajority vote requirement for

BANK OF AMERICA CORPORATION 1. Elect directors for 4/24/02

2. Ratify Auditors for

3. Approve Omnibus Stock Plan against

4. SP: Rotate Annual Meeting Location for

5. SP: Require Two Candidates for Each Board Seat for

6. SP: Submit Severance Agreement (Change-in-Control) to Shareholder Vote for

BANK OF NEW YORK COMPANY, INC. 1. Elect directors against 5/14/02

2. Ratify Auditors for

3. SP: Disclose prior governance service for

BANK ONE CORPORATION 1. Elect directors against 2/19/02

2. Ratify Auditors for

BARNES AND NOBLE INC. 1. Elect directors for 6/4/02

All content ©2002 Trillium Asset Management Corporation Page 9 of 67

Page 10: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Adopt stock option plan against

3. Ratify Auditors for

BARRICK GOLD CORPORATION 1. Elect directors for 5/8/02

2. Ratify Auditors for

BAXTER INTERNATIONAL INC. 1. Elect directors for 5/7/02

2. Ratify Auditors for

3. Increase Authorized Common Stock for

4. Approve Executive Incentive Bonus Plan against

5. SP: Provide for Cumulative Voting for

BB&T CORPORATION 1. Elect directors against 4/23/02

2. Ratify Auditors for

BEA SYSTEMS, INC. 1. Elect directors against 6/19/02

2. Ratify Auditors for

BELLSOUTH CORPORATION 1. Elect directors for 4/22/02

All content ©2002 Trillium Asset Management Corporation Page 10 of 67

Page 11: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify Auditors for

BERKSHIRE HATHAWAY INC. 1. Elect directors against 5/4/02

2. SP: Refrain from making charitable contributions for

BEST BUY COMPANY 1. Elect directors against 6/25/02

2. Ratify Auditors for

BJ's WHOLESALE CLUB 1. Elect directors for 5/23/02

2. Amend stock incentive plan against

BLACK & DECKER CORPORATION 1. Elect directors for 4/30/02

2. Ratify Auditors for

3. SP: Review/Amend International Code of Standards for

4. SP: Grant Performance-Based/Indexed Options for

BLACKROCK FUNDS 1. Elect directors for 5/23/02

BOISE CASCADE CORPORATION 1. Elect directors for 4/18/02

All content ©2002 Trillium Asset Management Corporation Page 11 of 67

Page 12: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors against

3. SP: Repeal classified board for

4. SP: Redeem or vote on poison pill for

BOK FINANCIAL CORPORATION 1. Elect directors against 4/30/02

BOSTON PROPERTIES, INC. 1. Elect directors against 5/1/02

2. Ratify auditors for

3. SP: Annual election of directors for

4. SP: Shareholder rights plan for

5. SP: Separate auditing and consulting activities of accountants for

BP 1. Elect directors for 4/18/02

2. Ratify auditors for

9. Give directors authority to allot shares up to specified amt. for

10. Special resolution--give directors authority to allot limited # of shares for cash. for

11. Special resolution--allow co. to buy its own shares for

12. Give co. limited authority--political parties, elections and referendums act 2000 for

13. Receive report of directors and accts. for

All content ©2002 Trillium Asset Management Corporation Page 12 of 67

Page 13: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

14. SP: Report on risk in environmentally/culturally sensitive areas. for

BRIGHT HORIZONS FAMILY SOLUTIONS, INC. 1. Elect directors for 5/23/02

BRISTOL-MYERS SQUIBB COMPANY 1. Elect directors for 5/7/02

2. Ratify auditors for

3. Approve stock incentive plan against

4. Repeal classified board for

5. Adopt drug price restraint policy for

6. Redeem or vote on poison pill for

CABOT CORPORATION 1. Elect directors for 3/7/02

2. Amend Omnibus Stock Plan against

CANADIAN NATIONAL RAILWAY COMPANY 1. Elect directors against 4/16/02

2. Ratify auditors for

3. Ratify articles of continuance for

4. Enact new by-law for

All content ©2002 Trillium Asset Management Corporation Page 13 of 67

Page 14: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

CAPSTONE TURBINE CORPORATION 1. Elect directors for 5/30/02

2. Increase common stock against

CARAUSTAR INDUSTRIES, INC. 1. Elect directors against 5/8/02

2. Ratify auditors for

CAREMARK RX INC. 1. Elect directors against 5/7/02

CENDANT CORPORATION 1. Elect directors for 5/21/02

2. Ratify auditors for

3. Repeal classified board for

CEPHALON, INC. 1. Elect directors against 5/15/02

2. Increase authorized common stock for

3. Add shares to stock option plan; amend stock option plan against

THE CHARLES SCHWAB CORPORATION 1. Elect directors against 5/13/02

2. Amend Executive Incentive Bonus Plan for

3. Amend Executive Incentive Bonus Plan for

All content ©2002 Trillium Asset Management Corporation Page 14 of 67

Page 15: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

CHEVRON TEXACO CORPORATION 1. Elect directors for 5/15/02

2. Ratify auditors for

3. Reapprove bonus plan for OBRA against

4. Reapprove option plan for OBRA against

5. SP: Develop plan for virtual elimination of pollutants for

6. SP: Report on plans to drill in Arctic National Wildlife Refuge for

7. SP: Redeem or vote on poison pill for

CHUBB CORPORATION 1. Elect directors for 4/30/02

2. Ratify auditors for

CIGNA CORPORATION 1. Elect directors for 4/24/02

2. Ratify auditors for

3. Reapprove bonus plan for OBRA for

CINERGY CORPORATION 1. Elect directors for 5/2/02

2. Amend annual bonus plan against

All content ©2002 Trillium Asset Management Corporation Page 15 of 67

Page 16: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Add shares to stock option plan against

CISCO SYSTEMS 1. Elect directors for 11/13/02

2. Ratify auditors for

CITIGROUP, INC. 1. Elect directors for 4/16/02

2. Ratify auditors for

3. SP: Affirm political nonpartisanship for

4. SP: Expand employee matching gift program for

5. SP: Double board nominees for

6. SP: Link executive pay to social criteria for

7. SP: Golden parachutes for

8. SP: Review financial ventures’ impact on climate for

CITIZENS COMMUNICATIONS COMPANY 1. Elect directors against 5/16/02

2. Ratify auditors for

COCA-COLA COMPANY 1. Elect directors for 4/17/02

All content ©2002 Trillium Asset Management Corporation Page 16 of 67

Page 17: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors for

3. Stock option plan against

4. SP: Increase container recycling/recycled content for

5. SP: Implement ILO standards for

6. SP: Adopt code of conduct for China operations for

7. SP: No option exercise during downsize for

COLGATE-PALMOLIVE COMPANY 1. Elect directors for 5/8/02

2. SP: Implement and Monitor Code of Corporate Conduct - ILO Standards for

COMERICA INC. 1. Elect directors against 5/21/02

COMMERCE BANCORP, INC. 1. Elect directors against 5/21/02

COMMUNITY CAPITAL CORPORATION 1. Elect directors against 5/15/02

2. Ratify auditors for

COMPAQ COMPUTER CORPORATION 1. Approve Merger Agreement against 3/20/02

All content ©2002 Trillium Asset Management Corporation Page 17 of 67

Page 18: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

CONOCO INC. 1. Elect directors for 5/21/02

2. Ratify auditors for

CONVERGYS CORPORATION 1. Elect directors against 4/23/02

2. Add shares to stock option plan against

3. Approve annual bonus plan against

CVS CORPORATION 1. Elect directors for 4/17/02

2. Ratify auditors for

DELL COMPUTER CORPORATION 1. Elect directors against 7/18/02

2. Approve Omnibus Stock Plan against

DILLARD'S INC. 1. Elect directors against 5/18/02

DISNEY (WALT) COMPANY 1. Elect directors for 2/19/02

2. Ratify auditors for

3. Approve annual bonus plan against

4. SP: No consulting by auditors for

All content ©2002 Trillium Asset Management Corporation Page 18 of 67

Page 19: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

5. SP: Adopt code of conduct for China operations for

6. SP: Report on amusement park safety policy for

7. SP: Restrict executive pay for

DOLLAR GENERAL CORPORATION 1. Elect directors for 6/3/02

2. Ratify auditors for

DOVER CORPORATION 1. Elect directors against 4/23/002

2. Approve other business for

DOW CHEMICAL COMPANY 1. Elect directors for 5/9/02

2. Ratify auditors for

3. Amend stock option plan for

DPL INC. 1. Elect directors against 4/10/02

DQE INC. 1. Elect directors for 6/26/02

2. Adopt stock option plan against

All content ©2002 Trillium Asset Management Corporation Page 19 of 67

Page 20: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Ratify auditors for

DUKE ENERGY CORPORATION 1. Elect directors for 4/25/02

2. Ratify auditors for

3. Approve charter amendments for

4. Authorize preferred stock for

5. Adopt supermajority requirement against

6. Approve board size against

7. SP: Obtain power supply from clean, renewable sources for

8. SP: Report on directors’ role in corporate strategy for

9. SP: No consulting by auditors for

10. SP: Report on nuclear power for

DUPONT (E.I.) de NEMOURS 1. Elect directors for 4/24/02

2. Ratify auditors for

3. Approve annual bonus plan for

4. SP: Director tenure or retirement age for

5. SP: Implement ILO standards for

6. SP: Report on steps to break “glass ceiling” for

All content ©2002 Trillium Asset Management Corporation Page 20 of 67

Page 21: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

7. SP: Allow union/employee representatives on the board for

EASTMAN CHEMICAL COMPANY 1. Elect directors for 5/2/02

2. Adopt stock option plan for

3. Adopt director stock option plan for

4. Ratify auditors for

5. SP: Report on cigarette filter health effects for

6. SP: Report on greenhouse gas emissions for

EASTMAN KODAK COMPANY 1. Elect directors for 5/8/02

2. Ratify auditors for

3. SP: Report on waste sites, environmental liabilities for

ECOLAB INC. 1. Elect directors against 5/10/02

2. Adopt stock option plan against

3. Ratify auditors for

EDS CORPORATION 1. Elect directors for 4/19/02

All content ©2002 Trillium Asset Management Corporation Page 21 of 67

Page 22: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors for

3. SP: Redeem poison pill for

4. SP: Majority vote for

EDWARDS LIFESCIENCES CORPORATION 1. Elect directors against 5/8/02

2. Ratify auditors for

ELECTRONIC DATA SYSTEMS CORPORATION 1. Elect directors for 4/19/02

2. Ratify auditors for

3. SP: Redeem or vote on poison pill for

4. SP: Eliminate supermajority provision for

EL PASO CORPORATION 1. Elect directors against 5/20/02

2. Add shares to employee stock purchase plan for

3. Increase authorized common stock for

4. Ratify auditors for

5. SP: Restrict executive compensation for

6. SP: Redeem or vote on poison pill for

All content ©2002 Trillium Asset Management Corporation Page 22 of 67

Page 23: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

EMC CORPORATION 1. Elect directors against 5/8/02

2. Add shares to employee stock purchase plan for

3. SP: Increase board independence for

4. SP: Board inclusiveness for

ENERGIZER HOLDINGS INC. 1. Elect directors against 1/28/02

EMERSON ELECTRIC COMPANY 1. Elect directors against 2/5/02

2. Adopt stock option plan for

3. SP: Adopt sexual orientation anti-bias policy for

ENSCO INTERNATIONAL INC. 1. Elect directors against 5/14/02

EVERCEL, INC. 1. Elect directors against 6/26/02

EVERGREEN SOLAR, INC. 1. Elect directors against 6/4/02

EXPEDITORS INTL. OF WASHINGTON, INC 1. Elect directors for 5/8/02

All content ©2002 Trillium Asset Management Corporation Page 23 of 67

Page 24: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Adopt employee stock purchase plan for

EXPRESS SCRIPTS, INC. 1. Elect directors against 5/22/02

2. Ratify auditors for

EXXON MOBIL CORPORATION 1. Elect directors against 5/29/02

2. Ratify auditors for

3. SP: Disclose prior government service for

4. SP: Commit to/report on board diversity for

5. SP: Adopt comprehensive human rights policy for

6. SP: Review/report/link executive pay to social criteria for

7. SP: Report on plans to drill in Arctic National Wildlife Refuge for

8. SP: Develop renewable energy alternatives for

9. SP: Adopt sexual orientation anti-bias policy for

10. SP: Redeem or vote on poison pill for

FANNIE MAE 1. Elect directors for 5/21/02

2. Ratify auditors for

3. SP: Adopt cumulative voting for

All content ©2002 Trillium Asset Management Corporation Page 24 of 67

Page 25: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

FEDERAL HOME LOAN MORTGAGE 1. Elect directors against 5/2/02

2. Ratify auditors for

FEDERATED DEPARTMENT STORES INC. 1. Elect directors for 5/17/02

2. Ratify auditors for

3. Amend annual bonus plan against

4. SP: Repeal classified board for

5. SP: Implement ILO standards and third party monitoring for

FIFTH THIRD BANCORP 1. Elect directors against 3/19/02

2. Ratify auditors for

FLEETBOSTON FINANCIAL CORPORATION 1. Elect directors for 4/16/02

2. Ratify auditors for

3. SP: Limit director tenure or retirement age for

4. SP: Review/report/link executive pay to social criteria for

FORTUNE BRANDS INC. 1. Elect directors for 4/30/02

All content ©2002 Trillium Asset Management Corporation Page 25 of 67

Page 26: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors for

3. Reapprove bonus plan for OBRA against

4. SP: Redeem or vote on poison pill for

FREEPORT-MCMORAN COPPER AND GOLD INC. 1. Elect directors against 5/2/02

2. Eliminate dual class stock for

3. SP: Repeal classified board for

4. SP: Create shareholder committee for

GANNET, INC. 1. Elect directors for 5/7/02

2. Ratify auditors for

3. SP: Report on EEO for

GATEWAY, INC. 1. Elect directors against 5/16/02

2. SP: Report on product responsibility/recycling for

3. SP: Repeal classified board for

GENE LOGIC INC. 1. Elect directors against 6/6/02

2. Approve equity incentive plan for

All content ©2002 Trillium Asset Management Corporation Page 26 of 67

Page 27: ACNB CORPORATION 1. Elect directors against 5/7/02 · 1. Elect directors for 4/26/02 2. Ratify auditors against 3. SP: Make AIDS Drugs Available in Africa for ACNB CORPORATION 1

Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Approve director's incentive plan for

4. Approve employee stock purchase plan for

5. Ratify auditors for

GENENTECH INC. 1. Elect directors against 4/11/02

2. Approve stock plan against

3. Ratify auditors for

GENERAL ELECTRIC COMPANY 1. Elect directors for 4/24/02

2. Ratify auditors for

3. Reapprove option/bonus plan for OBRA for

4. SP: Adopt cumulative voting for

5. SP: Report on greenhouse gas emissions for

6. SP: Report on nuclear power for

7. SP: Disclose costs of PCB cleanup delay for

8. SP: Redeem or vote on poison pill for

9. SP: Pension fund surplus reporting for

10. SP: Award performance-based stock options for

11. SP: Golden parachutes for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

GENERAL MOTORS CORPORATION 1. Elect directors for 6/4/02

2. Ratify auditors for

3. Adopt stock option plan against

4. SP: Report on accidents from phone use in firm’s cars for

5. SP: Increase key committee independence for

6. SP: Increase stock dividend for

7. SP: Redeem or vote on poison pill for

8. SP: Pay directors in stock for

GENZYME CORPORATION 1. Elect directors for 5/30/02

2. Add shares to employee stock purchase plan for

3. Add shares to stock option plan for

GILLETTE COMPANY 1. Elect directors for 5/16/02

2. SP: Repeal classified board for

GLAXOSMITHKLINE PLC 1. Adopt financial statements for 5/20/02

2. Re-elect director against

3. Re-elect director against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. Appoint auditors for

5. Renumeration of auditors for

6. Authorize donations to political organizations against

7. Disapply pre-emption rights for

8. Authorize purchase of shares for

GLYCOGENESYS, INC. 1. Elect directors against 6/13/02

2. Increase common stock for

3. Ratify auditors for

GRAINGER (W.W.) INC. 1. Elect directors against 4/24/02

2. Ratify auditors for

GREEN MOUNTAIN COFFEE, INC. 1. Classify the Board of Directors against 4/4/02

2. Authorize Board to Fill Vacancies against

3. Eliminate Right to Act by Written Consent against

4. Eliminate Right to Call Special Meeting against

5. Elect directors for

H&Q LIFESCIENCES INVESTORS 1. Elect directors against 6/25/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Approve investment advisory agreement for

3. Ratify auditors for

THE HAIN CELESTIAL GROUP 1. Elect directors against 12/11/01

2. Ratify auditors for

3. SP: Report on Genetically-Engineered Foods for

HARTFORD FINANCIAL SERVICES GROUP INC. 1. Elect directors for 4/18/02

2. Ratify auditors against

3. Increase stock for

4. SP: Divest tobacco holdings for

H.B. FULLER COMPANY 1. Elect directors for 4/18/02

2. Ratify auditors for

3. Approve redemption of outstanding shares for

HEALTH CARE PROPERTY INVESTORS, INC. 1. Elect directors against 5/14/02

2. Other business for

HERSHEY FOODS CORPORATION 1. Elect directors for 4/30/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors against

3. Amend Omnibus Stock Plan against

HEWLETT-PACKARD COMPANY 1. Elect directors for 4/26/02

2. Ratify auditors for

3. Implement China Principles for

4. Report on Recycling Policy for

(THE) HOME DEPOT INC. 1. Elect directors against 5/29/02

2. Ratify auditors for

3. Repeal fair price provision for

4. Reapprove option plan for OBRA against

5. SP: Implement ILO standards and third-party monitoring for

HON INDUSTRIES 1. Elect directors against 5/6/02

2. Adopt employee stock purchase plan for

HORACE MANN EDUCATORS CORPORATION 1. Elect directors against 5/14/02

2. Adopt stock option plan against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

HORIZON ORGANIC HOLDING CORPORATION 1. Elect directors for 5/14/02

2. Elect Interim Directors for

3. Approve Equity Incentive Plan for

4. Ratify auditors for

HUFFY CORPORATION 1. Elect directors for 4/25/02

2. Amend director stock option plan for

3. Ratify auditors for

IBM CORPORATION 1. Elect directors for 4/30/02

2. Ratify auditors for

3. SP: Term limits for directors for

4. SP: Reverse pension/insurance changes for

5. SP: Exclude pension fund earnings from executive compensation calculations for

6. SP: Redeem or vote on poison pill for

ICOS CORPORATION 1. Elect directors against 5/17/02

2. Ratify auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

IDACORP, INC. 1. Elect directors against 5/16/02

2. Ratify auditors for

3. SP: Adopt/report policy on indigenous peoples for

4. SP: Report on hydroelectric complex for

ILLINOIS TOOL WORKS INC. 1. Elect directors for 5/10/02

IMAGISTICS INTERNATIONAL, INC. 1. Elect directors for 5/14/02

2. Approve stock plan against

3. Approve incentive plan against

4. Approve employee stock purchase plan for

IMATION CORPORATION 1. Elect directors for 5/8/02

2. Ratify auditors for

IMCO RECYCLING INC. 1. Elect directors for 5/8/02

2. Ratify auditors for

IMS HEALTH INC. 1. Elect directors for 5/3/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors for

INTEL CORPORATION 1. Elect directors against 5/22/02

2. Ratify auditors for

INTERFACE, INC. 1. Elect directors against 3/18/02

INTERNATIONAL PAPER COMPANY 1. Elect directors against 5/7/02

INTERPUBLIC GROUP OF COMPANIES, INC. 1. Elect directors against 5/20/02

2. Adopt stock option plan against

3. Ratify auditors for

4. SP: Implement MacBride principles for

ISTAR FINANCIAL INC. 1. Elect directors against 5/29/02

2. Ratify auditors for

JC PENNEY COMPANY 1. Elect directors for 5/17/02

2. Ratify auditors for

3. SP: Adopt director tenure policy for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

JOHN HANCOCK BANK & THRIFT OPP. FUND 1. Elect directors against 3/7/02

2. Ratify auditors for

JOHNSON & JOHNSON 1. Elect directors for 4/25/02

2. Ratify auditors for

3. SP: Adopt drug price restraint policy for

JP MORGAN CHASE & COMPANY 1. Elect directors for 5/21/02

2. Ratify auditors for

3. SP: Disclose executive compensation for

4. SP: Double board nominees for

KADANT INC. 1. Elect directors against 5/16/02

2. Amend equity incentive plan against

KEYSPAN CORPORATION 1. Elect directors for 5/9/02

2. Ratify auditors for

KIMBERLY-CLARK CORPORATION 1. Elect directors for 4/25/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Approve Executive Incentive Bonus Plan against

3. Ratify auditors for

4. SP: Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote for

KING PHARMACEUTICALS,INC. 1. Elect directors against 6/28/02

2. Ratify auditors for

KOHL'S CORPORATION 1. Elect directors against 5/21/02

2. Ratify auditors for

3. SP: Adopt, monitor and report on ILO standards for

KROGER COMPANY 1. Elect directors for 6/27/02

2. Approve Omnibus Stock Plan against

3. Ratify Auditors for

4. SP: Declassify the Board of Directors for

5. SP: Label Genetically Engineered Foods for

LIBERTY PROPERTY TRUST 1. Elect directors against 5/22/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify Auditors for

LIFELINE SYSTEMS, INC. 1. Elect directors against 5/15/02

2. Ratify Auditors for

LIGAND PHARMACEUTICALS INC. 1. Elect directors against 5/15/02

2. Approve stock option plan against

3. Approve stock purchase plan for

4. Ratify Auditors for

LILLY (ELI) & COMPANY 1. Elect directors for 4/15/02

2. Ratify auditors for

3. Approve stock plan against

LIZ CLAIBORNE INC. 1. Elect directors for 5/16/02

2. Amend Omnibus Stock Plan against

3. SP: Submit Executive Compensation to Vote for

4. SP: Prohibit Auditor from Providing Non-Audit Services for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

LUCENT TECHNOLOGIES INC. 1. Elect directors for 2/20/02

2. SP: Repeal classified board for

LSI LOGIC CORPORATION 1. Elect directors against 5/2/02

2. Add shares to employee stock purchase plan against

3. Add shares to stock option plan against

4. Ratify auditors for

MARRIOT INTERNATIONAL. INC. 1. Elect directors for 5/3/02

2. Add shares to stock option plan against

3. SP: Adopt cumulative voting for

4. SP: Increase board independence for

5. SP: Increase nominating committee independence for

6. SP: Report on projects in Burma for

7. SP: Implement ILO standards for

8. SP: No consulting by auditors for

MARSH & MCLENNAN COMPANIES 1. Elect directors against 5/16/02

2. Ratify auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

MARSHALL AND ILSLEY CORPORATION 1. Elect directors against 4/23/02

2. Approve annual bonus plan against

MARTHA STEWART LIVING OMNIMEDIA, INC. 1. Elect directors for 5/9/02

2. Approve annual bonus plan against

3. Reapprove option plan for OBRA against

MAY DEPT. STORES COMPANY 1. Elect directors for 5/24/02

2. Ratify auditors for

3. SP: Repeal classified board for

MBNA CORPORATION 1. Elect directors for 5/1/02

MCGRAW-HILL COMPANIES 1. Elect directors for 4/24/02

2. Adopt stock option plan against

3. Ratify auditors for

4. SP: Redeem or vote on poison pill for

MELLON FINANCIAL CORPORATION 1. Elect directors against 4/16/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify auditors for

MERCK & CO., INC. 1. Elect directors for 4/23/02

2. Ratify auditors for

3. SP: Repeal classified board for

4. SP: Allow vote against directors for

5. SP: Adopt drug price restraint policy for

6. Report on steps to break “glass ceiling” for

MGIC INVESTMENT CORPORATION 1. Elect directors against 5/2/02

2. Approve Stock Incentive Plan against

3. Ratify auditors for

MICROSOFT 1. Elect directors against 11/7/01

2. SP: Implement Human and Labor Rights Standards for China for

MIDWEST EXPRESS HOLDINGS. INC 1. Elect directors against 4/26/02

MILLENNIUM PHARMACEUTICALS INC. 1. Elect directors against 4/25/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

MINERALS TECHNOLOGIES, INC. 1. Elect directors against 5/23/02

2. Ratify auditors for

MINNESOTA MINING & MANUFACTURING 1. Elect directors for 5/14/02

2. Ratify auditors for

3. Approve Omnibus Stock Plan against

4. Approve Executive Incentive Bonus Plan against

5. Amend Executive Incentive Bonus Plan against

6. SP: Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote for

MOODY'S CORPORATION 1. Elect directors for 4/23/02

2. Ratify auditors for

MOTOROLA, INC. 1. Elect directors for 5/6/02

2. Adopt stock option plan against

3. Add shares to employee stock purchase plan for

4. SP: No consulting by auditors for

5. SP: Report on directors’ role in corporate strategy for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

NATIONAL FUEL GAS COMPANY 1. Elect directors against 2/21/02

2. Ratify auditors for

3. Amend long-term bonus plan for

4. SP: Restrict executive compensation for

5. SP: Take steps to eliminate workplace discrimination for

NATIONWIDE FINANCIAL SERVICES, INC. 1. Elect directors against 5/8/02

2. Adopt stock option plan against

3. SP: Increase nominating committee independence for

NCR CORPORATION 1. Elect directors for 4/24/02

2. Ratify auditors for

3. SP: Allow vote against directors for

4. SP: Implement MacBride principles for

NEWELL RUBBERMAID INC. 1. Elect directors against 5/8/02

NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1. Elect directors against 4/11/02

2. Ratify auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

NEW YORK TIMES COMPANY 1. Elect directors for 4/16/02

2. Ratify auditors for

NICOR INC. 1. Elect directors against 4/18/02

2. SP: Reapprove option plan for OBRA; amend stock option plan against

NOBLE DRILLING CORPORATION 1. Elect directors against 4/25/02

2. Increase authorized common stock against

3. Add shares to stock option plan against

4. Amend director stock option plan against

5. Approve reincorporation from Delaware to the Cayman Islands against

NOKIA CORPORATION 1A. Approve of income statements and balance sheets for 3/21/02

1B. Approve of dividend of Euro 0.27 per share for

1C. Discharge chairman, members of the board and president from liability against

1D. Approve of number of members of the Board for

1E. Elect members of the Board against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Authorize Board to increase the share capital of the company for

3. Authorize Board to repurchase Nokia shares for

4. Authorize Board to dispose Nokia shares for

NORDSTROM, INC. 1. Elect directors against 5/21/02

2. Increase authorized common stock for

3. Adopt director stock option plan for

4. Ratify auditors for

5. SP: Implement ILO standards and third-party monitoring for

NORFOLK SOUTHERN CORPORATION 1. Elect directors for 5/9/02

2. Ratify auditors for

3. SP: Golden parachutes for

NORTHEAST UTILITIES 1. Elect directors for 5/14/02

2. Ratify auditors for

NORTHWEST NATURAL GAS COMPANY 1. Elect directors against 5/23/02

2. Add shares to stock option plan; amend stock option plan for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Ratify auditors for

NORTHWEST TRUST CORPORATION 1. Elect directors for 4/16/02

2. Approve Stock Plan against

NORTHROP GRUMMAN CORPORATION 1. Elect directors against 5/15/02

2. Ratify auditors for

3. Approve annual bonus plan against

4. Increase authorized common stock for

5. SP: Report on involvement in space-based weaponization for

6. SP: Eliminate supermajority provision for

NUCOR CORPORATION 1. Elect directors for 3/11/02

OGE ENERGY CORPORATION 1. Elect directors against 5/16/02

OFFICE DEPOT INC. 1. Elect directors for 4/24/02

2. Ratify auditors for

3. Amend stock option plan for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. Approve annual bonus plan against

OLD REPUBLIC INTERNATIONAL CORPORATION 1. Elect directors for 5/24/02

2. Adopt stock option plan for

3. SP: Board inclusiveness for

OMNICOM GROUP INC. 1. Elect directors for 5/21/02

2. Approve Omnibus Stock Plan against

PALMETTO REAL ESTATE TRUST 1. Elect directors against 5/30/02

2. Ratify auditors for

PANERA BREAD COMPANY 1. Elect directors against 6/6/02

2. Increase authorized common stock; increase authorized dual class common stock against

3. Ratify auditors for

PAX WORLD FUND 1. Elect directors for 6/13/02

2. Ratify auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. Other business for

PAYLESS SHOESOURCE INC 1. Elect directors for 5/24/02

2. Approve annual bonus plan; approve long-term bonus plan against

PEPSICO INC. 1. Elect directors for 5/1/02

2. Ratify Auditors for

3. Rotate Annual Meeting Location for

4. Label Genetically Engineered Foods for

5. Submit Executive Compensation to Vote for

6. Adopt Comprehensive Recycling Policy for

PFIZER INC. 1. Elect directors for 4/25/02

2. Ratify Auditors for

PHILIP MORRIS COMPANIES INC. 1. Elect directors for 4/25/02

2. Ratify Auditors for

3. Approve name change for

4. SP: Improve/report on tobacco warnings to consumers for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

5. SP: Issue warning on secondhand tobacco smoke for

6. SP: Implement ILO standards and third-party monitoring for

PITNEY BOWES INC. 1. Elect directors for 5/13/02

2. Ratify Auditors for

3. Amend Omnibus Stock Plan against

PLACER DOME GROUP INC. 1. Elect directors for 4/24/02

2. Ratify Auditors for

3. Amend by-laws for

PNC FINANCIAL 1. Elect directors for 4/23/02

PPL CORPORATION 1. Elect directors against 4/26/02

2. Ratify Auditors for

PRICE LEGACY CORPORATION 1. Elect directors against 6/13/02

PROGRESS ENERGY INC 1. Elect directors for 5/8/02

2. Approve 2002 equity incentive plan against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

PROVIDIAN FINANCIAL CORPORATION 1. Elect directors against 5/8/02

2. Ratify Auditors for

RADIOSHACK CORPORATION 1. Elect directors for 5/16/02

RAYTHEON COMPANY 1. Elect directors against 4/24/02

2. SP: Report on foreign offset agreements for

3. SP: Repeal classified board for

4. SP: Redeem or vote on poison pill for

5. SP: Increase key committee independence for

6. SP: Golden parachutes for

7. SP: Award performance-based stock options for

8. SP: Golden parachutes for

9. SP: Implement MacBride principles for

RELIANT ENERGY, INC. 1. Elect directors for 6/5/02

2. Ratify Auditors for

3. SP: No consulting by auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. SP: Report on directors’ role in corporate strategy for

REUTERS GROUP PLC 1. Report on Accounts for 4/23/02

2. Pay Dividend for

3-7. Elect directors against

8. Ratify auditors for

9. Remuneration of auditors for

10. Authorize directors to allot shares. for

11. Disapply pre-emption rights for

12. Authorize company to purchase own shares. for

ROUSE COMPANY 1. Elect directors for 5/9/02

ROYAL DUTCH PETROLEUM COMPANY 2A. Report of annual accounts for 5/16/02

2B. Declaration of dividend for

2C. Discharge managing directors and supervisory board of responsibility for 2001. for

3. Amend articles of incorporation for

4-6. Appointment of directors against

7. Remuneration of board members for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

8. Reduce number of board members for

9. Authorize board to acquire shares for

RYDER SYSTEM, INC. 1. Elect directors for 5/3/02

2. Ratify Auditors for

3. SP: Redeem or vote on poison pill for

SAFEWAY INC. 1. Elect directors for 5/16/02

2. Ratify Auditors for

3. SP: Redeem or vote on poison pill for

4. SP: No consulting by auditors for

5. SP: Increase board independence for

6. SP: Report on directors' role in corporate strategy for

7. SP: Increase compensation committee independence for

SALLIE MAE (USA EDUCATION, INC) 1. Elect directors for 5/16/02

2. Amend Omnibus Stock Plan against

3. Ratify Auditors against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

SAPIENT CORPORATION 1. Elect directors against 6/6/02

SARA LEE CORPORATION 1. Elect directors for 10/25/01

2. Ratify Auditors for

3. SP: Disclose charitable contributions for

4. SP: Label/restrict sales of gene-engineered goods for

SCHERING-PLOUGH CORPORATION 1. Elect directors for 5/22/02

2. Ratify Auditors for

3. Adopt stock option plan for

4. SP: Adopt drug price restraint policy for

SCHLUMBERGER N.V. 1. Elect directors withhold 4/10/02

2. Approve financial reports and dividends for

3. Ratify Auditors for

SEALED AIR CORPORATION 1. Elect directors for 5/17/02

2. Adopt director stock award plan for

3. Ratify Auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

SEMPRA ENERGY CORPORATION 1. Elect directors for 5/7/02

SNAP-ON INC. 1. Elect directors against 4/25/02

SONY CORPORATION 1. Approve financial report for 6/20/02

2. Purchase shares for

3. Amend articles of incorporation for

4. Elect directors against

5. Elect auditor against

6. Grant retirement allowances for

7. Issue common stock acquisition rights for

8. Issue subsidiary tracking stock acquisition rights for

9. Disclose remuneration for

10. Proposal for election of directors for

SOURCE CAPITAL INC. 1. Elect directors against 5/6/02

2. Continue Investment Advisory Agreement for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

SOUTHWEST AIRLINES, INC. 1. Elect directors for 5/15/02

2. SP: Redeem or vote on poison pill for

3. SP: Repeal classified board for

4. SP: Adopt confidential voting for

STAPLES, INC. 1. Elect directors for 6/11/02

2. Ratify auditors for

STATE STREET CORPORATION 1. Elect directors for 4/17/02

2. Add shares to stock option plan for

3. Reapprove option plan for OBRA for

4. SP: Redeem or vote on poison pill for

5. SP: Opt out of state takeover laws for

6. SP: Implement board changes for

STEELCASE INC. 1. Elect directors for 4/23/02

STRIDE RITE CORPORATION 1. Elect directors against 4/11/02

2. Add shares to employee stock purchase plan against

3. Ratify auditors for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. SP: Implement ILO standards and third-party monitoring for

STRYKER CORPORATION 1. Elect directors against 4/23/02

SUNGARD DATA SYSTEMS INC. 1. Elect directors for 5/10/02

2. Approval of equity incentive plan against

SUNOCO INC. 1. Elect directors for 5/2/02

2. Ratify auditors for

SUPERIOR INDUSTRIES INTERNATIONAL 1. Elect directors against 5/10/02

SYMANTEC CORPORATION 1. Approve financial report for 4/23/02

2. Discharge Board members for

3. Report profit and dividend for

4. Elect directors against

5. Ratify auditors for

SYNAVANT, INC. 1. Elect directors against 4/30/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Approve Stock Incentive Plan against

3. Approve Annual Incentive Plan against

4. Ratify auditors for

SYNOPSIS INC. 1. Elect directors for 6/4/02

2. Issue common stock for

3. Ratify auditors for

SBC COMMUNICATIONS INC. 1. Elect directors for 4/26/02

2. Ratify auditors for

SPIRE CORPORATION 1. Elect directors against 5/22/02

SPRINT CORPORATION 1. Elect directors for 4/16/02

2. Reapprove performance compensation for OBRA against

3. Ratify auditors for

4. SP: Report on greenhouse gas emissions for

5. SP: Approval of future golden parachutes for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

6. SP: No repricing of underwater options for

7. SP: Disclose the role of the board in strategic planning for

STARBUCKS CORPORATION 1. Elect directors against 2/26/02

2. Ratify Auditors for

3. Approve Executive Incentive Bonus Plan against

4. SP: Declassify the Board of Directors for

5. SP: Label GMO Products for

SUN MICROSYSTEMS, INC. 1. Elect directors for 11/7/01

2. Amend Omnibus Stock Plan against

3. Approve/Amend Executive Incentive Bonus Plan against

4. SP: Implement Human and Labor Rights Standards for China for

SYLVAN LEARNING SYSTEMS, INC 1. Elect directors against 6/6/02

2. Ratify Auditors for

SYSCO CORPORATION 1. Elect directors for 11/9/01

2. Amend Non-Employee Director Stock Option Plan against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. SP: Declassify the Board of Directors for

THE TALBOTS, INC. 1. Elect directors for 5/23/02

2. Add shares to stock option plan for

3. Ratify Auditors for

4. SP: Create independent nominating committee for

TANNING TECHNOLOGY CORPORATION 1. Elect directors against 5/21/02

2. Ratify Auditors for

3. Approve stock option plan for

TARGET CORPORATION 1. Elect directors for 5/22/02

2. Ratify Auditors for

3. Approve Executive Incentive Bonus Plan against

TCF FINANCIAL CORPORATION 1. Elect directors against 5/8/02

2. Ratify Auditors for

TELLABS INC. 1. Elect directors for 4/23/02

2. Other business for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

TELEFLEX INC. 1. Elect directors for 4/26/02

2. Ratify Auditors for

TEXAS INSTRUMENTS INC. 1. Elect directors for 4/18/02

2. Approve Executive Incentive Bonus Plan for

3. Approve Employee Stock Purchase Plan for

TEXTRON, INC. 1. Elect directors against 4/24/02

2. Add shares to stock option plan for

3. Ratify Auditors for

4. SP: Report on foreign offset agreements for

THERMO ELECTRON CORPORATION 1. Elect directors against 5/15/02

TIFFANY & COMPANY 1. Elect directors for 5/16/02

2. Ratify Auditors for

TOTAL FINA ELF S.A. 1. Approve reports and accounts against 5/7/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Approve consolidated financial statements for

3. Allocate long term capital gains reserve. for

4. Determinate dividend for

5. Agreements covered by code of commerce for

6. Authorize board to trade in company's shares. for

7-9. Appoint directors against

10. Approve charter against

11-12. Authorize Board to issue shares and equivalents for

13. Authorize board to reduce the share capital for

14. Increase share capital reserved to employees for

TRANSOCEAN INC. 1. Elect directors against 5/9/02

2. Ratify Auditors for

TRIBUNE COMPANY 1. Elect directors for 5/7/02

2. Ratify Auditors for

3. Amend Omnibus Stock Plan against

TRICON GLOBAL RESTAURANTS 1. Elect directors against 5/16/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify Auditors against

3. Authorize name change for

4. SP: Smoke-free facilities for

TYCO INTERNATIONAL LTD. 1. Elect directors against 2/21/02

2. Ratify Auditors for

TXU CORPORATION 1. Elect directors against 5/10/02

2. Authorize stock split. for

3. Approve incentive compensation plan. against

4. Ratify Auditors for

UNISYS CORPORATION 1. Elect directors for 4/25/02

2. Ratify Auditors for

UNITEDHEALTH GROUP INC. 1. Elect directors for 5/15/02

2. Approve stock inventive plan against

3. Approve executive incentive plan against

UNITED PARCEL SERVICE, INC. 1. Elect directors against 5/16/02

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

2. Ratify Auditors for

UNITED TECHNOLOGIES CORPORATION 1. Elect directors for 4/10/02

2. Ratify Auditors for

3. SP—Disclose political contributions in newspapers for

4. SP: Report on involvement in ballistic missile defense for

5. SP: Link executive pay to social criteria for

UNOCAL CORPORATION 1. Elect directors for 5/20/02

2. Ratify Auditors for

3. Amend stock option plan against

4. SP: Implement ILO standards for

5. SP: Review/report/link executive pay to social criteria for

UNUMPROVIDENT CORPORATION 1. Elect directors for 5/15/02

US BANCORP 1. Elect directors against 4/16/02

2. Ratify Auditors for

3. SP: Reduce Supermajority Vote Requirement for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

VEECO INSTRUMENTS INC. 1. Elect directors against 5/10/02

2. Add shares to stock option plan against

3. Increase authorized common stock for

4. Ratify Auditors for

VERITAS SOFTWARE CORPORATION 1. Elect directors against 5/14/02

2. Adopt stock option plan against

3. Adopt director stock option plan against

4. Adopt employee stock purchase plan against

5. Ratify Auditors for

VERIZON COMMUNICATIONS INC. 1. Elect directors for 4/24/02

2. Ratify Auditors for

3. SP: Adopt cumulative voting for

4. SP: Vote on future golden parachutes for

5. SP: Increase board independence for

6. SP: Pension fund surplus reporting for

7. SP: Double board nominees for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

VIASYS HEALTHCARE INC. 1. Elect directors against 5/9/02

2. Adopt Employee Stock Purchase Plan for

3. Amend Equity Incentive Plan for

VIGNETTE CORPORATION 1. Elect directors against 5/15/02

2. Ratify Auditors for

WACHOVIA CORPORATION 1. Elect directors against 4/16/02

2. Ratify Auditors for

3. Restore special meeting for

WACKENHUT CORRECTIONS CORPORATION+A642 1. Elect directors against 5/2/02

2. Ratify Auditors against

WAINWRIGHT BANK AND TRUST COMPANY 1. Elect directors for 5/8/02

2. Ratify Auditors for

3. Appoint clerk of bank for

WAL-MART STORES INC. 1. Elect directors for 6/7/02

2. SP: Report on EEO for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

3. SP: Implement ILO standards and third-party monitoring for

THE WASHINGTON POST COMPANY 1. Elect directors against 5/9/02

2. Other business for

WELLS FARGO & COMPANY 1. Elect directors for 4/23/02

2. Add shares to stock option plan against

3. Ratify auditors for

4. SP: Redeem poison pill for

WENDY'S INTERNATIONAL INC. 1. Approve board size for 5/1/02

2. Elect directors for

3. Approve annual bonus plan against

4. Amend minimum committee size against

WEYERHAEUSER COMPANY 1. Elect directors against 4/16/02

2. Approve incentive compensation plan against

3. SP: classified board for

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. SP: Redeem or vote on poison pill for

WHOLE FOODS MARKET, INC. 1. Elect directors for 3/25/02

2. Increase Authorized Common Stock for

3. Amend Stock Option Plan for

WILLIAMS COMPANIES INC. 1. Elect directors against 5/16/02

2. Approve Incentive Plan against

3. Ratify auditors for

WYETH 1. Elect directors for 4/25/02

2. Ratify auditors for

3. Adopt stock option plan against

4. Approve annual bonus plan against

5. SP: Redeem or vote on poison pill for

YAHOO INC. 1. Elect directors against 4/26/02

2. Amend Stock Option Plan against

3. Amend director stock option plan against

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Trillium Asset Management Corporation 2002 Proxy Votes August 2002

Company Issue Vote Meeting Date

4. Ratify auditors for

ZIMMER HOLDINGS, INC. 1. Elect directors for 5/9/02

2. Approve Employee Stock Purchase Plan for

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