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Corporate Secretary/Shareholder Services

Submission of Matters to a Vote of Security Holders

(a) Our Annual Meeting of Shareholders was held on April 30, 2007.

(b) In an uncontested election, eleven (11) nominees of the Board of Directors were elected for one-year terms expiring on the date of the annual meeting in 2008. The votes were as follows:

  For Against
John H. Biggs
John E. Bryson
Arthur D. Collins, Jr.
Linda Z. Cook
William M. Daley
Kenneth M. Duberstein
John F. McDonnell
W. James McNerney, Jr.
Richard D. Nanula
Rozanne L. Ridgway
Mike S. Zafirovski
651,358,650
629,275,282
648,714,330
651,421,450
652,086,646
644,400,885
645,025,752
654,274,773
651,991,316
636,323,840
651,805,242
8,193,103
30,009,553
10,502,260
8,015,415
7,388,494
14,748,237
14,551,753
6,199,248
7,346,786
23,282,864
7,305,696

(c) The results of voting on Proposals 2 through 11 (as numbered in the 2007 Proxy Statement) were as follows:

2. Advisory vote on appointment of Deloitte & Touche LLP as independent auditors:

  Number of Votes
For
Against
Abstain
Broker non-votes
647,002,490
13,827,704
10,774,336
0

3. Shareholder proposal to disclose foreign military sales:

  Number of Votes
For
Against
Abstain
Broker non-votes
44,404,918
428,591,905
82,367,752
116,239,956

4. Shareholder proposal to adopt human rights policies:

  Number of Votes
For
Against
Abstain
Broker non-votes
127,128,925
335,723,011
92,512,638
116,239,956

5. Shareholder proposal to disclose charitable contributions:

  Number of Votes
For
Against
Abstain
Broker non-votes
48,846,239
429,256,625
77,261,710
116,239,956

6. Shareholder proposal to disclose political contributions:

  Number of Votes
For
Against
Abstain
Broker non-votes
131,108,085
335,158,200
89,098,290
116,239,956

7. Shareholder proposal to separate the roles of CEO and Chairman:

  Number of Votes
For
Against
Abstain
Broker non-votes
105,752,210
436,996,579
12,615,786
116,239,956

8. Shareholder proposal to subject shareholder rights plans to shareholder vote:

  Number of Votes
For
Against
Abstain
Broker non-votes
138,815,218
403,159,227
13,389,979
116,240,106

9. Shareholder proposal to adopt a policy to give shareholders an advisory vote on compensation discussion and analysis:

  Number of Votes
For
Against
Abstain
Broker non-votes
223,214,568
304,774,057
27,375,799
116,240,106

10. Shareholder proposal to adopt a policy whereby at least 75% of future equity compensation awarded to senior executives be performance-based, and the performance criteria adopted by the Board be disclosed to shareholders:

  Number of Votes
For
Against
Abstain
Broker non-votes
175,400,860
367,603,554
12,360,160
116,239,956

11. Shareholder proposal to recoup unearned management bonuses:

  Number of Votes
For
Against
Abstain
Broker non-votes
98,212,943
434,443,900
22,707,582
116,240,106

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