Amalgamated Bank 2004 Shareholder Initiatives

The Amalgamated Bank LongView Funds® completed a successful 2004 shareholder season aimed at reforming corporate governance and enhancing shareholder value. LongView continued its vigorous efforts to improve corporate performance by submitting shareholder resolutions at 28 companies. In 2004, reforms were made at nine of the companies before the proposals were scheduled for a vote. Nineteen proposals came to a vote of shareholders-with five winning a majority of the votes cast.

EXECUTIVE COMPENSATION
A clear trend emerged among LongView's initiatives this year as shareholders overwhelmingly recommended curbing excesses when it came to executive compensation. From leveling golden parachutes to tying CEO pay to performance, LongView's initiatives are making a difference.

Amalgamated Bank's golden parachute proposals urged that shareholders be given the power of approval over any future severance package worth at least three times a top executive's base pay and bonus. LongView pushed for reforms to curb excessive executive severance by winning a majority on golden parachute resolutions at Corning, CSX Corporation, and Massey Energy -- all receiving over 65% of the "yes" vote. LongView negotiated with NSTAR to adopt the policy before the annual meeting.

Also in the area of compensation, Amalgamated Bank proposals to link top management's pay more closely to performance led to successful negotiations with Schering Plough and to a winning majority vote at United Technologies. At Diebold, the Funds challenged a Supplemental Executive Retirement Plan ("SERP") that benefited the CEO and no one else and won an agreement limiting that practice in the future.

CORPORATE GOVERNANCE AND BOARD ACCOUNTABILITY
Continuing the Amalgamated Bank tradition of promoting accountability among executives and boards of directors, the Funds pressed to abolish staggered terms for directors and to elect all directors annually. Following the submission of LongView proposals on this topic, the boards at Cendant, Safeway and Yum Foods agreed to recommend this reform to their shareholders. Binding proposals to declassify the board were enacted at all three companies. Bank proposals to declassify the board also received significant support at Hilton Hotels and Kroger, though they fell short of approval.

The Funds succeeded, too, in persuading Bally Total Fitness, Foot Locker and Liberty Property Trust to dismantle their "poison pill" anti-takeover devices. Shareholders at Granite Construction and Ingersoll-Rand voted on recommendations to separate the positions of Chairman of the Board and Chief Executive Officer, while a proposal to improve shareholder communications was voted at Unocal. Proposals asking that two-thirds of all directors be independent of management were voted at Peabody Energy and Orthodontic Centers of America. Although the proposals on board independence did not pass, it is a sign of the times that the major stock exchanges recently amended their standards to require that at least half of a listed company's directors must be independent of management. Such a reform would have been unthinkable in the pre-Enron era.

IMPROVING BUSINESS STANDARDS
With the aim of reducing risk and enhancing shareholder value, LongView advocates corporate sensitivity to labor standards, human rights and environmental impact. This strategy seeks to engage companies in a dialogue about adopting and implementing policies that may affect long-term business viability.

In the past year the Funds filed proposals seeking better environmental reporting at Valero Energy and Smithfield Foods, as well as a report from Abbott Laboratories on the economic effects of the HIV/AIDS, tuberculosis, and malaria pandemics on the company's business strategy. The Funds asked Exxon Mobil to adopt a personnel policy against discrimination based on sexual orientation, given that the company is the largest U.S. corporation without such a policy. Finally, the Funds asked Dillard's, Kellwood and Jones Apparel to adopt labor standards for overseas suppliers that are based on conventions set by the International Labor Organization ("ILO"). The ILO standards protect workers rights, prohibit child labor, forced labor and similar practices. The proposal was withdrawn at Jones Apparel when that company agreed to make certain reforms and came to a vote at Dillard's and Kellwood.

GOING FORWARD
The commitment of Amalgamated Bank's LongView Funds is to enhance long-term shareholder value through better transparency and accountability of the companies in which we invest. LongView will continue to urge policy changes that enable good corporate governance practices. The LongView Funds have engaged a number of companies and filed resolutions for the 2005 shareholder season, focusing on those firms with excessive executive compensation or significant lapses of governance policies.



Voting Summary for 2004 Longview Shareholder Proposals


COMPANY VOTE RESULTS IN FAVOR OF LONGVIEW PROPOSAL
EXECUTIVE COMPENSATION
GOLDEN PARACHUTES
Corning 65.2%
CSX Corporation 73.3%
Massey Energy 70%
NSTAR Withdrawn: Successful Negotiation
United Rentals 33.5%
PERFORMANCE-BASED COMPENSATION
Schering Plough Withdrawn: Successful Negotiation
United Technologies 56%
RESTATE BONUS IF EARNINGS ARE RESTATED
Computer Associates 26%
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS)
Diebold Withdrawn: Successful Negotiation
CORPORATE GOVERNANCE AND BOARD ACCOUNTABILITY
ANNUAL ELECTION OF ALL DIRECTORS
Bally Fitness Withdrawn: Successful Negotiation
Hilton Hotels 47%
Kroger 58%
Safeway Withdrawn: Successful Negotiation
Yum Brands (co-file) Withdrawn: Successful Negotiation
BOARD COMMUNICATION
Unocal (co-file) 20.5%
BOARD OF DIRECTORS ISSUES—SPLIT CEO FROM BOARD CHAIRMAN
Granite Construction 21%
Ingersoll-Rand 15%
BOARD OF DIRECTORS ISSUES—TWO-THIRDS INDEPENDENT BOARD
Ortho Centers 39.5%
Peabody Energy 20.6%
POISON PILL
Liberty Property Trust Withdrawn: Successful Negotiation
REPEAL OF SUPER-MAJORITY VOTE REQUIREMENT
Cendant Withdrawn: Successful Negotiation
BUSINESS STANDARDS
EMPLOYMENT NONDISCRIMINATION
ExxonMobil (co-file) 28.9%
ENVIRONMENTAL IMPACT REPORTING
Smithfield (co-file) 20%
Valero (co-file) 9.3%
HIV IMPACT REPORTING
Abbott Laboratories (co-file) 8%
INTERNATIONAL LABOR ORGANIZATION STANDARDS
Dillards (co-file) 11%
Jones Apparel (co-file) Withdrawn: Successful Negotiation
Kellwood(co-file) 8.7%