SHAREHOLDER RESOLUTION AT AVON PASSES WITH 80.5%
Historic Corporate Governance Vote

Contact Tim Smith, Senior Vice President,
Walden Asset Management 617-726-7155 or tsmith@ustrustboston.com

A shareholder resolution sponsored by Walden Asset Management, calling for the annual election of Directors, was voted on at the Avon Products Inc. (AVP) stockholder meeting May 1 and received an overwhelming vote of 80.5% in favor. Avon's board of directors had opposed the resolution.

Timothy Smith, Senior Vice President at Walden Asset Management stated: "This vote ranks as one of the top ten votes ever in U.S. corporate history, where the resolution was opposed by the Board. This vote of the 'post-Enron era' is a sign that shareowners are taking their rights and responsibilities seriously and are using their voice and vote to press corporations to adopt more effective corporate governance principles and to act as responsible corporate citizens."

This resolution was one of nearly 50 filed in 2003 that asked companies with "staggered boards" to adopt annual election of directors. There were 42 such resolutions that came to a vote in 2002.

Walden Asset Management (www.waldenassetmanagement.com), owner of 77,000 Avon shares, a leading socially responsible investment firm based in Boston, was the sponsor. Walden is the socially responsible division of United States Trust Company of Boston. Mr. Smith introduced the resolution at the annual meeting in New York.

Avon CEO, Andrea Jung, responded to the vote stating that there had been a "groundswell" supporting this position, that the Board's Governance Committee would review this issue with the utmost seriousness, and would report back to shareholders.

A second resolution requesting that Avon expense options also passed with a 56% vote. This resolution was sponsored by The International Brotherhood of Electrical Workers Pension Fund. Both majority votes set a precedent at Avon.

In his presentation at the stockholder meeting, Tim Smith quoted from Pfizer Inc's 2003 proxy statement, saying "Who could say it better?" Pfizer has acted to repeal its staggered board and asked investors to support annual elections. The Pfizer proxy stated "all directors should be equally accountable at all times for the Company's performance and that the will of the shareholder should not be impeded by a classified board…. Because there is no limit to the number of terms an individuals may serve, the continuity and stability of the Board's membership and our policies and long-term strategic planning should not be affected."

Other debates at the Avon meeting included the company being questioned for its use of a potentially dangerous chemical, Parabens, in products. In addition, representatives of an organization concerned about breast cancer commended Avon for its leadership, but challenged the company to ensure that more money from the breast cancer walks went to the organizations and communities in need.

Last year, Avon dropped the firm that organized the breast cancer walk after hearing criticisms that too much money had been kept for administrative expenses.