Exhibit 2.2
COMSAT CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, AUGUST 20, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Betty C. Alewine, Lucy Wilson Benson
and Robert G. Schwartz, and each or any of them (with power of substitution),
proxies for the undersigned to represent and to vote, as designated on the
reverse side hereof, all shares of Common Stock of COMSAT Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of its shareholders to be held on August 20, 1999, and at any reconvened
session thereof, subject to any directions indicated on the reverse side of this
card. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2
and 3 and AGAINST 4.
Your vote for the election of directors may be indicated on the reverse.
Nominees are: Betty C. Alewine, Marcus C. Bennett, Lucy Wilson Benson, Edwin I.
Colodny, Lawrence S. Eagleburger, Neal B. Freeman, Caleb B. Hurtt, Peter W.
Likins, Larry G. Schafran, Robert G. Schwartz, Kathryn C. Turner and Guy P.
Wyser-Pratte.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN AND RETURN
PROMPTLY IN THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THIS PROXY WILL NOT
BE USED.
Continued and to be signed and dated on reverse side.
COMSAT CORPORATION
P.O. BOX 11141
NEW YORK, N.Y. 10203-0141
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DETACH PROXY CARD HERE
Directors recommend a vote FOR Proposals 1, 2, and 3 and AGAINST Proposal 4.
1. Approval of the Merger and the Merger Agreement.
[_] FOR [_] AGAINST [_] ABSTAIN
Nominees: Betty C. Alewine, Marcus C. Bennett, Lucy Wilson Benson, Edwin I.
Colodny, Lawrence S. Eagleburger, Neal B. Freeman, Caleb B. Hurtt, Peter W.
Likins, Larry G. Schafran, Robert G. Schwartz, Kathryn C. Turner and Guy P.
Wyser-Pratte.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
"Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions
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3. Appointment of Deloitte & Touche LLP as independent accountants.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Action on a shareholder proposal relating to political non-partisanship.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any reconvened session
thereof.
Please sign exactly as name or names appear on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please give full title.
[_] Change of Address and/or
Comments Mark Here
[_] If You Plan to Attend the
Annual Meeting Mark Here
DATED , 1999
SIGNED