ADAMS EXPRESS CO
PRE 14A, 2000-02-01
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                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:


(X)  Preliminary Proxy Statement           (  )  Confidential, for Use of the
                                                 Commission Only (as permitted
                                                 by Rule 14a-6(e)(2)
( )  Definitive Proxy Statement
( )  Definitive Additional Materials
( )  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


                            THE ADAMS EXPRESS COMPANY
                (Name of Registrant as Specified in its Charter)

      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X)  No fee required

( )  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction applies:

     2)  Aggregate number of securities to which transaction applies:

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

     4)  Proposed maximum aggregate value of transaction:

     5)  Total fee paid:

( )  Fee paid previously with preliminary materials.

( )  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:

     2)  Form, Schedule, or Registration Statement No.:

     3)  Filing Party:

     4)  Date Filed:
<PAGE>
                           THE ADAMS EXPRESS COMPANY
                             SEVEN ST. PAUL STREET
                           BALTIMORE, MARYLAND 21202

                               ----------------

                           NOTICE OF ANNUAL MEETING
                                                              February 14, 2000

To the Stockholders of

     THE ADAMS EXPRESS COMPANY:

     Notice is hereby given that the Annual Meeting of Stockholders of THE ADAMS
EXPRESS COMPANY, a Maryland corporation (the "Company"), will be held at The
Colony Palm Beach, 115 Hammon Avenue, Palm Beach, Florida, on Tuesday, March 28,
2000, at 11:00 a.m., for the following purposes:

       (a) to elect directors as identified in the Proxy Statement for the
   ensuing year;

       (b) to consider and vote upon the ratification of the selection of
   PricewaterhouseCoopers LLP as the firm of independent accountants to audit
   the books and accounts of the Company for or during the year ending December
   31, 2000;

       (c) to consider and vote upon a proposed amendment to Article SIXTH of
   the Articles of Incorporation to increase the number of authorized shares of
   Common Stock of the Company from 75,000,000 shares to 150,000,000 shares; and

       (d) if presented, acting upon a stockholder proposal recommending that
   the Board of Directors consider causing the Company to conduct a self-tender
   offer, which proposal the Board of Directors opposes; and

       (e) to transact such other business as may properly come before the
   meeting or any adjournment thereof.

     Stockholders of record, as shown by the transfer books of the Company, at
the close of business on February 14, 2000, are entitled to notice of and to
vote at this meeting.


                               By order of the Board of Directors,


                                             LAWRENCE L. HOOPER, JR.
                                   Vice President, Secretary and General Counsel

Baltimore, MD

     NOTE: STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED
TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE WITHOUT DELAY.
<PAGE>
                           THE ADAMS EXPRESS COMPANY
                             SEVEN ST. PAUL STREET
                           BALTIMORE, MARYLAND 21202
                                 -------------
                                PROXY STATEMENT
                                 -------------

     The Annual Meeting of Stockholders of The Adams Express Company, a Maryland
corporation (the "Company"), will be held Tuesday, March 28, 2000, for the
purposes set forth in the accompanying Notice of Annual Meeting. This statement
is furnished in connection with the solicitation by the Board of Directors of
proxies to be used at such meeting and at any and all adjournments thereof and
is first being sent to stockholders on or about February 17, 2000.

     At the Annual Meeting, action is to be taken on (a) the election of a Board
of Directors; (b) the ratification of the selection of independent accountants;
(c) the approval of a proposed amendment to the Articles of Incorporation
increasing the authorized shares of Common Stock; (d) if presented, the
stockholder proposal recommending that the Board of Directors consider causing
the Company to conduct a self-tender offer; and (e) the transaction of such
other business as may properly come before the meeting.

     Except for Proposals (a), (b), (c) and (d) referred to above, the proxies
confer discretionary authority on the persons named therein or their substitutes
with respect to any business that may properly come before the meeting. Any
stockholder executing and returning a proxy in the enclosed form has the power
to revoke such proxy at any time prior to the voting thereof by written notice
to the Company, by executing a later dated proxy, or by appearing and voting at
the meeting. All shares represented at the meeting by proxies in the
accompanying form will be voted, provided that such proxies are properly signed.
In cases where a choice is indicated, the shares represented will be voted in
accordance with the specifications so made. In cases where no specifications are
made, the shares represented will be voted for the election of directors, for
Proposals (b) and (c) referred to above, and against proposal (d) referred to
above.

     The Company will pay all costs of soliciting proxies in the accompanying
form. See "Other Matters" below. Solicitation will be made by mail, and
officers, regular employees, and agents of the Company may also solicit proxies
by telephone or personal interview. The Company expects to request brokers and
nominees who hold stock in their names to furnish this proxy material to their
customers and to solicit proxies from them, and will reimburse such brokers and
nominees for their out-of-pocket and reasonable clerical expenses in connection
therewith.

SHARES OUTSTANDING AND ENTITLED TO BE VOTED AT MEETING

     Only stockholder of record at the close of business February 14, 2000, may
vote at the Annual Meeting. The total number of shares of Common Stock of the
Company outstanding and entitled to be voted on the record date was . Each share
is entitled to one vote. The Company has no other class of security outstanding.
Directors shall be elected by a plurality of the votes cast at the meeting.
Proposal (b) referred to above requires the affirmative vote of a majority of
the votes cast at the meeting. Proposal (c) referred to above requires the
affirmative vote of a majority of all the shares entitled to be cast at the
meeting. Proposal (d) referred to above requires the affirmative vote of a
majority of the votes cast at this meeting. Unless otherwise required by the
Company's Articles of Incorporation or By-laws, or by applicable Maryland law,
any other matter properly presented for a vote at the meeting will require the
affirmative vote of a majority of the votes cast at this meeting. Shares of
Common Stock represented

                                       1
<PAGE>
by proxies marked "withhold authority" (with respect to the election of any
nominee for election as director), or marked abstain, or which constitute a
broker non-vote will be counted as present at the meeting for determining a
quorum. (Broker non-votes occur when a nominee holding shares for a beneficial
owner has not received voting instructions from the beneficial owner and such
nominee does not possess or choose to exercise discretionary authority with
respect thereto.) With respect to any matter to be decided by a plurality or
majority of the votes cast at the meeting, proxies marked "withhold authority"
(with respect to the election of any nominee for election as director), or
marked abstain, or which constitute a broker non-vote will not be counted for
the purpose of determining the number of votes cast at the meeting, and
therefore will have no effect on any such vote. With respect to any matter to be
decided by a majority of all the votes entitled to be cast at the meeting,
proxies marked abstain or which constitute a broker non-vote will have the
effect of a negative vote.

     As of December 31, 1999, the Company knows of no person or group of persons
that owns beneficially more than 5 percent of the outstanding Common Stock of
the Company, except as set forth immediately below. According to a Schedule 13G
filed with the Securities and Exchange Commission on February , 2000, Erik E.
Bergstrom and related persons, directly and indirectly, own 3,524,040 shares of
Common Stock of the Company, which represents 6.5% of the Company's outstanding
Common Stock. Mr. Bergstrom disclaimed beneficial ownership of certain of these
shares. Mr. Bergstrom's address is P.O. Box 126, Palo Alto, CA 94302.

(A) NOMINEES FOR ELECTION AS DIRECTORS

     Unless contrary instructions are given by the stockholder signing a proxy,
it is intended that each proxy in the accompanying form will be voted at the
Annual Meeting for the election of the following nominees to the Board of
Directors for the ensuing year, all of whom have consented to serve if elected:
<TABLE>
<S>                    <C>                 <C>
  Enrique R. Arzac     W. D. MacCallan     Landon Peters
  Daniel E. Emerson    W. Perry Neff       John J. Roberts
  Thomas H. Lenagh     Douglas G. Ober     Susan C. Schwab
                                           Robert J. M. Wilson
</TABLE>
     If for any reason one or more of the nominees above named shall become
unable or unwilling to serve (which is not now expected) when the election
occurs, proxies in the accompanying form will, in the absence of contrary
instructions, be voted for the election of the other nominees above named and
may be voted for substitute nominees in the discretion of the persons named as
proxies in the accompanying form. The directors elected will serve until the
next annual meeting or until their successors are elected, except as otherwise
provided in the By-laws of the Company.

                                       2
<PAGE>
INFORMATION AS TO NOMINEES FOR ELECTION AS DIRECTORS (AS OF DECEMBER 31, 19991)

     Set forth below with respect to each nominee for director are his or her
name and age, any positions held with the Company, other principal occupations
during the past five years, other directorships and business affiliations, the
year in which he or she first became a director and the number of shares of
Common Stock of the Company beneficially owned by him or her. Also set forth
below is the number of shares of Common Stock beneficially owned by all the
directors and officers of the Company as a group.
<TABLE>
<CAPTION>
                                                                                                       SHARES OF
                                                                                                        COMMON
                                                                                           HAS          STOCK
                                                                                          BEEN A      BENEFICIALLY
                     NAME, AGE, POSITIONS WITH THE COMPANY, OTHER                        DIRECTOR         OWNED
                     PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS                         SINCE     (A)(B)(C)(D)(E)
- --------------------------------------------------------------------------------------  --------    ---------------
<S>                                                                                        <C>             <C>
Enrique R. Arzac, 58, Professor of Finance and Economics, formerly Vice Dean of            1983            5,214
   Academic Affairs of the Graduate School of Business, Columbia University.
   Director of Petroleum & Resources Corporation*, BEA Income Fund, Inc., BEA
   Strategic Income Fund, Inc., Brazilian Equity Fund, Chile Fund, Emerging
   Markets Infrastructure Fund, Emerging Markets Telecommunications Fund, First
   Israel Fund, Latin America Equity Fund, Latin America Investment Fund and
   Portugal Fund (investment companies).
Daniel E. Emerson, 75, Retired Executive Vice President of NYNEX Corporation, retired      1982            9,019
   Chairman of the Board of both NYNEX Information Resources Co. and NYNEX
   Mobile Communications Co. Previously, Executive Vice President and Director of
   New York Telephone Company. Presently, Past Chairman, National Board of
   Directors, YMCA of the U.S.A. Director of Petroleum & Resources Corporation and
   Clifford of Vermont (cable and wire distribution).
Thomas H. Lenagh, 81, Financial Advisor, formerly Chairman of the Board and Chief          1968            1,515
   Executive Officer of Greiner Engineering Inc. (formerly Systems Planning Corp.)
   (consultants), formerly financial vice president, Aspen Institute (research), and
   financial advisor and prior thereto Treasurer of the Ford Foundation (charitable
   foundation). Director of Gintel Fund, Clemente Strategic Fund, and Petroleum &
   Resources Corporation (investment companies). Director of ICN Pharmaceuticals,
   Inc., ASD Group (electronic contract manufacturing), and Inrad Corp. (crystals).
W. D. MacCallan, 72, Retired Chairman of the Board and Chief Executive Officer of the      1971           98,280
   Company. Director, former Chairman of the Board and Chief Executive Officer of
   Petroleum & Resources Corporation. Formerly, consultant to the Company and
   Petroleum & Resources Corporation. Previously, Director of the Hanover Funds,
   Inc. and the Hanover Investment Funds, Inc. (investment companies). Presently,
   Trustee, Vista Family of Mutual Funds (fifty funds).
W. Perry Neff, 72, Private Financial Consultant, Retired Executive Vice President of       1987            3,871
   Chemical Bank. Director of Petroleum & Resources Corporation. Previously,
   Chairman of the Board and Director of both the Hanover Funds, Inc. and the
   Hanover Investment Funds, Inc. (investment companies) and a Director of Van
   Deventer & Hoch (investment company). Presently, Trustee, Vista Family of
   Mutual Funds (fifty funds).
**Douglas G. Ober, 53, Chairman of the Board and Chief Executive Officer since April       1989           66,577
   1, 1991 of the Company. Chairman of the Board, Chief Executive Officer and
   Director of Petroleum & Resources Corporation.
</TABLE>
- ----------
 * Non-controlled affiliate of the Company.

** Mr. Ober is an "interested person," as defined by the Investment Company Act
   of 1940, because he is an officer of the Company.

 (1) The information for Dr. Susan C. Schwab is as of January 13, 2000.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                                                                     SHARES OF
                                                                                                      COMMON
                                                                                         HAS          STOCK
                                                                                        BEEN A      BENEFICIALLY
                    NAME, AGE, POSITIONS WITH THE COMPANY, OTHER                       DIRECTOR         OWNED
                    PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS                        SINCE     (A)(B)(C)(D)(E)
- ------------------------------------------------------------------------------------  ---------   ---------------
<S>                                                                                    <C>         <C>
Landon Peters, 69, Private Investor, previously Investment Manager, Y.M.C.A.              1974            5,052
 Retirement Fund. Formerly Executive Vice President and Treasurer and prior thereto
 Senior Vice President and Treasurer of The Bank of New York. Director of Petroleum
 & Resources Corporation.
John J. Roberts, 77, Senior Advisor, formerly Vice-Chairman, External Affairs,            1976            4,873
 American International Group, Inc. (insurance). Formerly Chairman and Chief
 Executive Officer of American International Underwriters Corporation (insurance).
 Previously President of American International Underwriters Corporation-U.S./
 Overseas Operations. Director of American International Group, Inc. and Petroleum
 & Resources Corporation.
Susan C. Schwab, 44, Dean of the School of Public Affairs at the University of            2000+               0
 Maryland, College Park. Formerly, Director of Corporate Business Development at
 Motorola, Inc. Also served as an Assistant Secretary of Commerce for the U.S. and
 Foreign Commercial Service of the U.S. Department of Commerce. Director of
 Calpine Corp. (energy) and Petroleum & Resources Corporation.
Robert J. M. Wilson, 79, Retired President of the Company. Director and retired           1975           28,497
 President of Petroleum & Resources Corporation.
Directors and Executive Officers as a group.                                                            489,515
</TABLE>
- ----------
 + Dr. Schwab was elected by the Board of Directors to serve as a director on
   January 13, 2000, to fill the vacancy created when Mr. Allan Comrie
   resigned as a director.

(a) To the Company's knowledge, other than shares referred to in footnotes (b),
    (c) and (d) below, each director and officer had sole investment and sole
    voting power with respect to the shares shown opposite his or her name,
    except (i) Mr. Lenagh, who has only investment power, and (ii) 1,437 shares
    shown for Mr. Peters, which were beneficially owned by his wife, and as to
    which he had shared investment power but no voting power and disclaims
    beneficial ownership.

(b) Of the amount shown, 20,420 shares beneficially owned by Mr. Ober were held
    by the Trustee under the Employee Thrift Plan of the Company. The Trust
    Agreement under such Plan provides that Plan participants have sole voting
    power, but no investment power, with respect to such shares.

(c) Of the amount shown as beneficially owned by the directors and executive
    officers as a group, 132,976 shares were held by the Trustee under the
    Employee Thrift Plan.

(d) The amounts shown include shares subject to option under the Company's Stock
    Option Plan (see "Stock Option Plan" below) by Mr. Ober (46,104 shares) and
    directors and executive officers as a group (198,932 shares). Mr. Ober and
    the officers with shares subject to option all disclaim beneficial ownership
    of those shares.

(e) Calculated on the basis of 53,894,827 shares outstanding on December 31,
    1999, each director owned less than 1.0% of the Common Stock outstanding.
    The directors and executive officers as a group owned 0.9% of the Common
    Stock outstanding.

                                       4
<PAGE>
     The nominees for election as directors of the Company listed below are also
the nominees for election to the Board of Directors of Petroleum & Resources
Corporation ("Petroleum"), the Company's non-controlled affiliate, of which the
Company owned 1,210,085 shares or approximately 8.5% of the outstanding Common
Stock on December 31, 1999. Set forth below next to each nominee's name is the
number of shares of Petroleum beneficially owned by such nominee at December 31,
1999. Of these Petroleum shares, 7,377 were held by the Trustee of the Petroleum
Employee Thrift Plan for Mr. Ober, as to which he had sole voting and no
investment power, and 31,440 shares are subject to option by Mr. Ober. Mr. Ober
disclaims beneficial ownership of these latter shares.
<TABLE>
<CAPTION>
NOMINEE                  PETROLEUM SHARES    NOMINEE                  PETROLEUM SHARES
- ---------------------   ------------------   ---------------------   -----------------
<S>                     <C>                  <C>                     <C>
  Enrique R. Arzac             1,762         Douglas G. Ober              38,851
  Daniel E. Emerson            3,757         Landon Peters                   912
  Thomas H. Lenagh             1,268         John J. Roberts                 952
  W. D. MacCallan             13,006         Susan C. Schwab                   0
  W. Perry Neff                  759         Robert J. M. Wilson           6,812
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Each director and officer of the Company who is subject to Section 16 of
the Securities Exchange Act of 1934 is required to report to the Securities and
Exchange Commission by a specified date his or her beneficial ownership of or
transactions in the Company's securities. Based upon a review of filings with
the Securities and Exchange Commission and written representation that no other
reports are required, the Company has no reason to believe that any such
directors and officers have not filed all requisite reports with the Securities
and Exchange Commission on a timely basis during 1999.

INFORMATION AS TO OTHER EXECUTIVE OFFICERS

     Set forth below are the names, ages and positions with the Company and
Petroleum of all executive officers of the Company other than those who also
serve as directors. Executive officers serve as such until the election of their
successors.

     Ms. Maureen A. Jones, 52, has served as Vice President of the Company and
Petroleum since January 1, 1998, and as Treasurer of the Company and Petroleum
since January 1, 1993.

     Mr. Richard F. Koloski, 55, has served as Executive Vice President of the
Company since January 1, 1986, and as President of Petroleum since April 1,
1986.

     Mr. Joseph M. Truta, 55, has served as President of the Company since
April 1, 1986, and as Executive Vice President of Petroleum since January 1,
1986.

     Mr. Lawrence L. Hooper, Jr., 47, has served as Vice President of the
Company and Petroleum since March 30, 1999, and as Secretary and General Counsel
of the Company and Petroleum since April 1, 1997. Prior thereto, he was a
partner in Tydings & Rosenberg L.L.P., a Baltimore, Maryland law firm.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                  SHARES OF
                                                   COMMON
                                                   STOCK
                                                BENEFICIALLY
    SECURITY OWNERSHIP OF MANAGEMENT (A)            OWNED
NAME                                           (B) (C) (D) (E)
- -------------------------------------------   ----------------
<S>                                           <C>
  Maureen A. Jones ........................         12,651
  Richard F. Koloski ......................         86,123
  Joseph M. Truta .........................        158,887
  Lawrence L. Hooper, Jr. .................          8,956
</TABLE>
- ----------
(a) As of December 31, 1999. Share ownership of directors and executive officers
    as a group is shown in the table beginning on page 2 and footnotes thereto.

(b) To the Company's knowledge, each officer had sole investment and voting
    power with respect to the shares shown opposite his or her name above other
    than shares referred to in footnotes (c) and (d) below.

(c) Of the amounts shown, the following shares beneficially owned by the
    respective officer were held by the Trustee under the Employee Thrift Plan
    of the Company: Ms. Jones (4,950 shares), Mr. Koloski (25,661 shares), Mr.
    Truta (78,043 shares), and Mr. Hooper (3,902 shares). The Trust Agreement
    under such plan provides that plan participants have sole voting power but
    no investment power with respect to such shares.

(d) The amounts shown include shares subject to option under the Company's Stock
    Option Plan (see "Stock Option Plan" below), by Ms. Jones (7,701 shares),
    Mr. Koloski (60,462 shares), Mr. Truta (79,621 shares), and Mr.
    Hooper (5,044 shares).

(e) Calculated on the basis of 53,894,827 shares of Common Stock outstanding on
    December 31, 1999, each of the officers listed above owned less than 1.0% of
    the Common Stock outstanding.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

     Overall attendance at the twelve meetings of the Board held in 1999 was
approximately 93.3%. Each Director attended at least 75% of the total of all (i)
meetings of the Board and (ii) meetings of Committees of the Board on which he
served in 1999, except for Mr. Roberts.

AUDIT COMMITTEE

     Messrs. Comrie*, Emerson, Peters and Wilson, none of whom is an
"interested person," constitute the membership of the Board's Audit Committee,
which met twice during 1999. The Audit Committee (1) recommends to the Board of
Directors the firm of independent accountants to be engaged to audit the books
of account and other corporate records of the Company, (2) reviews with the
independent accountants the scope of their audit, with particular emphasis on
the areas to which either the Committee or the independent accountants believe
special attention should be directed, (3) reviews the recommendations of the
independent accountants regarding internal controls and other matters, and (4)
makes reports, whenever deemed advisable, to the Board of Directors with
respect to the internal controls and accounting practices of the Company. The
Audit Committee also reviews the audit and non-audit fees of the independent
accountants. The Audit Committee operates under a written charter that was most
recently amended in December 1999.
- ----------
* Mr. Comrie resigned as a director as of December 31, 1999.

                                       6
<PAGE>
COMPENSATION COMMITTEE

     Messrs. Arzac, Lenagh, MacCallan, and Neff constitute the membership of the
Board's Compensation Committee, which met three times during 1999. The
Compensation Committee reviews and recommends changes in the salaries of
directors, executive officers, officers, and employees, and advises upon the
compensation and stock option plans in which the executive officers, officers,
and employees of the Company are eligible to participate.

EXECUTIVE COMMITTEE

     Messrs. Arzac, Comrie*, MacCallan, Neff, Ober**, and Roberts constitute the
membership of the Board's Executive Committee, which met twice during 1999. The
Committee has the authority of the Board of Directors between meetings of the
Board except as limited by law, the Company's By-laws, or Board resolution. The
Executive Committee also performs the duties of a nominating committee. It
recommends to the full Board candidates for directorship. It is the policy of
the Executive Committee not to consider unsolicited nominations for director.

RETIREMENT BENEFITS COMMITTEE

     Messrs. Emerson, Lenagh, Neff, Roberts and Wilson are the director members
of the Retirement Benefits Committee of the Company and Petroleum, which
administers the Employees' Retirement Plans, Supplemental Retirement Plans and
the Employee Thrift Plans of the Company and Petroleum. This Committee met
three times during 1999.

BOARD OF DIRECTORS COMPENSATION

     During 1999, each director who is not an interested person received an
annual retainer fee of $10,000 and a fee of $500 for each Board meeting
attended. All members of each Committee, except executive officers and/or
interested persons, receive an additional annual retainer fee of $1,500 for each
committee membership and a fee of $500 for each meeting attended; the Chairman
of each committee, except for the Executive Committee, receives an additional
fee of $500 for each committee meeting attended. The total amount of fees paid
to "disinterested person" directors in 1999 was $373,000.

REMUNERATION OF DIRECTORS AND OTHERS

     The following table sets forth for each of the persons named below the
aggregate current remuneration received from the Company and Petroleum during
the fiscal year ended December 31, 1999, for services in all capacities:
- ----------
 * Mr. Comrie resigned as a director as of December 31, 1999.
** Mr. Ober is an "interested person."

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                                                PENSION OR
                                                                                RETIREMENT         ESTIMATED
                                                                              BENEFITS ACCRUED      ANNUAL
                                                       AGGREGATE              DURING THE LAST    BENEFITS UPON
         NAME OF PERSON,   POSITION          REMUNERATION (1) (2) (3) (4)     FISCAL YEAR (5)      RETIREMENT
- ------------------------  ---------------   ------------------------------   -----------------   --------------
<S>                     <C>                 <C>                              <C>                 <C>
Douglas G. Ober         Chairman of the
                        Board and Chief
                        Executive
                        Officer (A)                    $794,000                      --             $294,250
Joseph M. Truta         President                       400,000                      --              154,000
Richard F. Koloski      Executive Vice
                        President                       379,000                      --              142,450
Enrique R. Arzac        Director (A)(C)                  45,000                     N/A                N/A
Allan Comrie*           Director (A)(B)                  40,000                     N/A                N/A
Daniel E. Emerson       Director (B)(D)                  42,000                     N/A                N/A
Thomas H. Lenagh        Director (C)(D)                  43,000                     N/A                N/A
W. D. MacCallan         Director (A)(C)                  41,000                     N/A                N/A
W. Perry Neff           Director (A)(C)                  41,000                     N/A                N/A
Landon Peters           Director (B)(D)                  41,000                     N/A                N/A
John J. Roberts         Director (A)(D)                  36,000                     N/A                N/A
Robert J. M. Wilson     Director (B)(D)                  44,000                     N/A                N/A
</TABLE>
- ----------
     (A) Member of Executive Committee
     (B) Member of Audit Committee
     (C) Member of Compensation Committee
     (D) Member of Retirement Benefits Committee

     (1) Of the amounts shown, direct salaries paid by the Company to Messrs.
Ober, Truta and Koloski were $253,500, $163,800, and $62,700, respectively. Of
the amounts shown, Petroleum paid non-deferred salaries to Mr. Ober ($69,298),
Mr. Truta ($44,000) and Mr. Koloski ($139,258). Of the amounts shown, $2,202 for
Mr. Ober, $2,200 for Mr. Truta, and $7,042 for Mr. Koloski, was deferred
compensation under the Employee Thrift Plan paid by Petroleum for the respective
employee's account. Of the Company's direct salaries, $7,798 for Mr. Ober,
$7,800 for Mr. Truta, and $2,958 for Mr. Koloski, was deferred compensation
under the Company's Employee Thrift Plan. The non-employee Directors do not
participate in either Thrift Plan.

     (2) The Company and Petroleum each offer an Employee Thrift Plan (see
"Employee Thrift Plan" below) to their respective employees under which
contributions are made to match the contributions made by eligible employees,
and each paid bonuses to certain officers. Of the amounts shown, $364,420,
$146,800, and $50,800 were bonuses and/or plan contributions for Messrs. Ober,
Truta, and Koloski, respectively. Petroleum made contributions and/or paid
bonuses of $104,580 for Mr. Ober, $43,200 for Mr. Truta, and $119,200 for Mr.
Koloski, respectively. The non-employee Directors do not receive bonuses from
either company.

     (3) In addition, $108,464 for Mr. Ober and $68,798 for Mr. Koloski was the
net gain realized by them upon the exercise of stock appreciation rights during
1999 granted under the Company's Stock Option Plan (see "Stock Option Plan"
below).

     (4) Of the amounts shown for non-employee Directors, exactly one-half was
paid by Petroleum.

     (5) The Company and Petroleum each have a noncontributory Employees'
Retirement Plan. No contributions were made by the Company or Petroleum to
their respective plans in 1999.
- ----------
* Mr. Comrie resigned as a director as of December 31, 1999.

                                       8
<PAGE>
STOCK OPTION PLAN

     On December 12, 1985, the Company's Board of Directors adopted a Stock
Option Plan (the "Plan"), which was approved by the stockholders at the March
26, 1986 Annual Meeting of Stockholders and amended at the March 29, 1994 Annual
Meeting of Stockholders. The Plan provides for the grant to "key employees" (as
defined in the Plan) of options to purchase an aggregate maximum of 2,050,000
shares of Common Stock of the Company, together with related stock appreciation
rights, of which (i) 850,000 shares may be made subject to options granted
between December 12, 1985 and December 11, 1995, and (ii) 1,200,000 shares may
be made subject to options granted between December 9, 1993 and December 8,
2003. All options granted or to be granted under the Plan currently will be
treated as non-qualified stock options under the Internal Revenue Code. The Plan
is administered by the Compensation Committee of the Board of Directors, which
consists of four members of the Board, none of whom is eligible to receive
grants under the Plan. The grant of options is at the discretion of the
Compensation Committee.

     The Plan provides that, among other things, (a) the option price per share
shall not be less than the fair market value of the Common Stock at the date of
grant, except that the option price per share will be reduced after grant of the
option to reflect capital gains distributions to the Company's stockholders,
provided that no such reduction shall be made which will reduce the option price
below 25% of the original option price; (b) an option will not become
exercisable until the optionee shall have remained in the employ of the Company
for at least one year after the date of grant and may be exercised for 10 years
unless an earlier expiration date is stated in the option; and (c) no option or
stock appreciation right shall be granted after December 8, 2003.

     The Plan permits the grant of stock appreciation rights in conjunction with
the grant of an option, either at the time of the option grant or thereafter
during its term and in respect of all or part of such option. Stock appreciation
rights permit an optionee to request to receive (a) shares of Common Stock of
the Company with a fair market value, at the time of exercise, equal to the
amount by which the fair market value of all shares subject to the option in
respect of which such stock appreciation right was granted exceeds the exercise
price of such option, (b) in lieu of such shares, the fair market value thereof
in cash, or (c) a combination of shares and cash. Stock appreciation rights are
exercisable beginning no earlier than two years after the date of grant and
extend over the period during which the related option is exercisable. To the
extent a stock appreciation right is exercised in whole or in part, the option
in respect of which such stock appreciation right was granted shall terminate
and cease to be exercisable.

     No disposition of shares of Common Stock acquired as the result of the
exercise of an option or stock appreciation right may be made within the later
of two years of the date of grant of the option and one year of the acquisition
of such shares.

EMPLOYEE THRIFT PLAN

     Employees of the Company who have completed six months of service may elect
to have 2% to 6% of their base salary deferred as a contribution to a thrift
plan instead of being paid to them currently (see table set forth on page 7
regarding 1999 contributions for the officers and directors identified therein).
The Company (subject to certain limitations) contributes for each employee out
of net investment income an amount equal to 200% of each employee's contribution
or to the maximum permitted by law. Employees may also contribute an additional
10% of base salary to the thrift plan, but these post-tax contributions are not
matched by the Company. All employee contributions are credited to the
employee's individual account. Employees may elect that their salary deferral
and other contributions be invested in a

                                       9
<PAGE>
money market fund, intermediate bond fund, Common Stock of the Company or of
Petroleum, or a combination thereof. The Company's contributions are invested
entirely in its Common Stock. An employee's interest in amounts derived from the
Company's contributions becomes non-forfeitable upon completion of 36 months of
service or upon death or retirement. Payments of amounts not withdrawn or
forfeited under the thrift plan may be made upon retirement or other termination
of employment in a single distribution, in ten equal installments, or in an
annuity.

EMPLOYEES' RETIREMENT PLAN

     The respective employees of the Company and Petroleum with one or more
years of service participate in similar retirement plans pursuant to which
contributions are made solely by the respective employers on behalf of, and
benefits are provided for, employees meeting certain age and service
requirements. The plans provide for the payment of benefits in the event of an
employee's retirement at age 62 or older. Upon such retirement, the amount of
the retirement benefit is 2% of an employee's final thirty-six months average
annual salary, including bonuses, multiplied by years of service. Retirement
benefits cannot exceed 55% of the final thirty-six months' average annual salary
including bonuses. The criteria for calculation of retirement benefits under
Petroleum's plan are the same. Benefits are payable in several alternative
methods, each of which must be the actuarial equivalent of a pension payable for
the life of the employee only. Retirement benefits (subject to any applicable
reduction) are also payable in the event of an employee's early or deferred
retirement, disability or death. Contributions are made to a trust to fund these
benefits.

     On March 10, 1988, the Board of Directors of each of the Company and
Petroleum unanimously approved a supplemental retirement benefits plan
(together, the "Supplemental Plans") for employees of the Company or Petroleum,
as the case may be. On June 11, 1998, the Supplemental Plans were amended and
restated as of January 1, 1998. The purpose of each of the Supplemental Plans is
to provide deferred compensation in excess of benefit limitations imposed by the
Internal Revenue Code on tax-qualified defined benefit plans, including the
retirement plans of the Company and Petroleum described above. In accordance
with such limitations, the annual benefit payable under each retirement plan may
not exceed the lesser of $135,000 for 2000 and the employee's average total
compensation paid during the three highest-paid consecutive calendar years of
employment. The $135,000 limit will be adjusted by the Secretary of the Treasury
to reflect cost-of-living increases.

     The Supplemental Plans authorize the Company or Petroleum, as the case may
be, to pay annual retirement benefits in an amount equal to the difference
between the maximum benefits payable under such retirement plan and the benefits
that would otherwise be payable but for the Internal Revenue Code's limitations
on annual retirement benefits. All amounts payable under the Supplemental Plans
will be paid from the general funds of the responsible company as benefits
become due. The Company and Petroleum have established a funding vehicle using
life insurance policies owned by the Companies for their respective Supplemental
Plans. Payment of benefits under the Supplemental Plans will be made
concurrently with and in the same form as payment of benefits under the related
retirement plan. During 1999, the Company and Petroleum made payments of $18,844
and $15,467 under their respective Supplemental Plans.

                                       10
<PAGE>
BROKERAGE COMMISSIONS

     During the past fiscal year, the Company paid brokerage commissions in the
amount of $772,480 on the purchase and sale of portfolio securities traded on
the New York Stock Exchange and the American Stock Exchange, substantially all
of which were paid to brokers providing research and other investment services
to the Company. The average per share commission rate paid by the Company was
$0.0616. No commissions were paid to an affiliated broker.

PORTFOLIO TURNOVER

     The portfolio turnover rate (purchases or sales, whichever is lower, as a
percentage of weighted average portfolio value) for the past three years has
been as follows:
<TABLE>
<CAPTION>
<S>                    <C>           <C>
        1999               1998          1997
- --------------------   -----------   -----------
        15.94%           22.65%        17.36%
</TABLE>
EXPENSE RATIO

     The ratio of expenses to the average net assets of the Company for the past
three years has been as follows:
<TABLE>
<CAPTION>
<S>                   <C>          <C>
        1999             1998         1997
- -------------------   ----------   ----------
        0.32%           0.22%        0.39%
</TABLE>
(B) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

     The Investment Company Act of 1940 (the "Act") requires, in effect, that
the Company's independent accountants be selected by a majority of the members
of the Board of Directors who are not "interested persons" (as defined by the
Act) of the Company; that such selection be submitted for ratification or
rejection at the annual meeting of stockholders; and that the employment of such
independent accountants be conditioned on the right of the Company, by vote of
the holders of a majority of its outstanding voting securities, to terminate
such employment at any time without penalty. In accordance with such provisions,
PricewaterhouseCoopers LLP, 250 W. Pratt Street, Baltimore, Maryland,
independent accountants, which firm was the Company's principal auditor during
the year 1999, has been selected as independent accountants of the Company to
audit the books and accounts of the Company for or during the year ending
December 31, 2000, by a majority of those members of the Board of Directors who
were not "interested persons" of the Company voting in person, and their
selection is submitted to the stockholders for ratification by the affirmative
vote of a majority of all the votes cast at the meeting. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting to make a
statement if they so desire and to respond to appropriate questions.
PricewaterhouseCoopers LLP does not have any direct financial or any material
indirect financial interest in the Company.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP.


(C) APPROVAL OF A PROPOSED AMENDMENT TO ARTICLE SIXTH OF THE ARTICLES OF
  INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK

     It is proposed that the Articles of Incorporation be amended to increase
the number of authorized shares of Common Stock from 75,000,000 shares to
150,000,000 shares. This increase would be effected by amending the first
paragraph of Article SIXTH so that it will read "The total number of shares of
stock which the Corporation shall have authority to issue is 160,000,000 shares
with an aggregate par value

                                       11
<PAGE>
of $150,000,000, divided into two classes consisting of (a) 150,000,000 shares
of Common Stock, par value $1.00 per share, and (b) 10,000,000 shares of
Preferred Stock, without par value." Of the 75,000,000 shares of Common Stock
currently authorized, as of December 31, 1999, 53,894,827 shares were
outstanding, and 906,221 shares were reserved for issuance under the Company's
stock option plan. The additional shares of Common Stock that would be
authorized by the proposed amendment would have the same rights and privileges
and otherwise be identical to the shares of Common Stock currently authorized
and outstanding. The proposal to be adopted will require the affirmative vote of
a majority of all the votes entitled to be cast thereon, being a majority of the
issued and outstanding shares of Common Stock. If the proposal is adopted, the
Company shall cause Articles of Amendment to the Articles of Incorporation,
substantially in the form of Exhibit A attached hereto, to be filed with the
State Department of Assessments and Taxation of the State of Maryland. If the
proposal is not adopted, it may be resubmitted to the stockholders at future
meetings.

     The Board of Directors recommends the adoption of this proposal. If it is
adopted, additional shares of authorized and unissued Common Stock will be
provided which can be issued, without further stockholder approval, by the Board
of Directors, for the payment of dividends and capital gain distributions to the
holders of the Common Stock or, subject to the requirements of the Investment
Company Act of 1940, for such other proper corporate purposes as may be deemed
desirable by the Board of Directors, including for use in connection with the
issuance of any future class of convertible equity security of the Company,
possible acquisitions, future stock splits, or the Company's stock option plan.
The Board of Directors does not have any present plans to issue additional
shares of Common Stock other than for payment of dividends and capital gain
distributions, and if required, pursuant to the stock option plan. Holders of
the Company's shares have no preemptive rights and, as a result, existing
stockholders would not have any preferential right to purchase any of the
additional shares of Common Stock if and when issued.

     Although the Board of Directors presently has no plans to do so, the
additional shares of Common Stock could, subject to the applicable laws and
rules, be sold in a public offering. If such an offering occurred, there could,
depending upon a variety of factors, including the rate of return achieved on
the investment of the proceeds of any such offering, be a dilution of the net
income per share of the outstanding Common Stock. Such an offering would also
involve a dilution in the voting rights of the outstanding Common Stock.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENT.

(D) STOCKHOLDER PROPOSAL

     A stockholder has informed the Company that he intends to submit a proposal
at the Annual Meeting and has requested that it be included in this year's proxy
material. The Board of Directors unanimously recommends that you vote AGAINST
the proposal. The reasons for the Board's opposition to the proposal are set
forth in the Board's statement in opposition that appears immediately after the
proposal and its supporting statement. The Company will provide promptly to any
stockholder, upon receipt of any oral or written request, the address of the
stockholder submitting the following proposal and the number of shares of the
Company's Common Stock held by him.

STOCKHOLDER PROPOSAL

     RESOLVED: The shareholders of The Adams Express Company (the "Fund")
request the Board of Directors to consider promptly causing the Fund to conduct
a self-tender offer for at least 5% of its outstanding shares at or close to net
asset value ("NAV").

                                       12
<PAGE>
SUPPORTING STATEMENT

     My name is Phillip Goldstein and I have been a shareholder of the Fund for
several years. The shares of the Fund have languished at a fairly wide discount
to NAV for a long time. As of October 8, 1999 the discount stood at 17.4%. Thus,
about $300 million is currently trapped in the discount.

     Many of us are long-term shareholders of the Fund. I don't think that
long-term shareholders that may have to sell some shares of the Fund for
personal reasons should always have to accept a price well below NAV. That is
why I recommend that a modest self-tender offer be conducted at or close to NAV.
Then, a shareholder will be able to receive a fair price for at least some of
his or her shares. Shareholders that do not tender may also benefit if the
discount narrows due to a reduction in the supply of shares for sale in the
stock market.

     A tender offer at a price below NAV will increase the NAV of the remaining
shares so those shareholders that do not tender will also benefit. For example,
if the Fund tendered for 10% of the outstanding shares at a 5% discount to NAV,
those shareholders who retain their shares will get a boost in NAV of
approximately $0.20 per share.

     Many other closed-end funds have taken actions to address a persistent
discount. For example, the shares of Tri-Continental, a closed-end fund with a
similar investment objective to that of our fund were generally trading at a
larger discount than the shares of our Fund. After commencing a modest share
repurchase program, its shares soon moved to a narrower discount. There is no
reason we too shouldn't act to address our Fund's discount.

     To conclude, I believe that a modest self-tender offer at or close to NAV
is clearly in the best interest of all shareholders. However, if you disagree, I
would appreciate it if you would call me at (914) 747-5262 or e-mail me at
[email protected] and tell me why you think it is a bad idea.

                    THE BOARD OF DIRECTORS RECOMMENDS THAT
                  YOU VOTE AGAINST THIS STOCKHOLDER PROPOSAL
                        FOR THE REASONS SET FORTH BELOW

STATEMENT OF OPPOSITION

     The proposal seeks to address the discount from net asset value at which
the Company's shares have traded in recent years.

     The Board of Directors is concerned about the level of the discount, and
has initiated a share repurchase program that it believes may have a positive
long-term effect on the discount as well as have other benefits for the Company
and all its stockholders.

     A one-time self-tender for 5% of the shares will not have those effects,
and the Board believes that such a self-tender should not be implemented.

     The Board believes that the repurchase program is a far superior method for
enhancing shareholder value for all stockholders than that presented in the
proposal, and that this program should continue unimpeded by any separate
self-tender initiative.

     Under the Adams Express share repurchase program adopted by the Board, the
Company will repurchase up to 5% of its outstanding shares (which amounts to
approximately 2,600,000 shares) over the twelve-month period ending in November
2000, as long as the shares are trading at a discount of at least 10%. At the
market price of the Company's Common Stock on December 31, 1999, this would
represent an aggregate purchase price of $87,262,000.

                                       13
<PAGE>
     Under this program, the Company began buying back shares in the open market
in late December 1999 and, as of the date of this proxy statement, has
repurchased over shares. During that time, the discount has fallen from 18.7% on
December 23 to %. Of course, this change cannot be credited entirely to the
repurchase program, but the Board is optimistic about this development and
believes that more time is needed to properly gauge the program's effectiveness.

     The stockholder's proposal does not identify any other closed-end fund that
has made a one-time self-tender, or state whether such a self-tender has served
to reduce the discount of any fund in any appreciable way over a meaningful
period of time. Indeed, the one example cited in the proposal is that of the
share repurchase program of Tri-Continental Corp., which is in most respects
analogous to the share repurchase program adopted by the Company's Board of
Directors discussed above.

     You may be assured that the Board continues to monitor the discount closely
and evaluates from time to time the desirability of implementing strategies in
addition to the share repurchase program for reducing the discount.

     The proposal will not be adopted unless the votes cast in favor of it
exceed the votes cast against it. Abstentions and broker non-votes will not be
counted as either for or against the proposal. If not otherwise specified,
proxies will be voted AGAINST approval of the proposal. The adoption of the
proposal would not in itself result in any action, but would simply amount to a
request for action by the Board.

     THE BOARD OF DIRECTORS BELIEVES THAT YOUR VOTE AGAINST THE PROPOSAL WILL BE
IN THE BEST INTERESTS OF THE COMPANY AND ALL ITS STOCKHOLDERS.

                         - - - - - - - - - - - - - - -

(E) OTHER MATTERS AND ANNUAL REPORT
     As of the date of this proxy statement, management knows of no other
business that will come before the meeting. Should other business be properly
brought up, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies.

     The Annual Report of the Company for the year ended December 31, 1999,
including financial statements, has been mailed to all stockholders entitled to
notice of and to vote at the annual meeting to be held on March 28, 2000. If you
did not receive a copy, you may request one by telephoning Lawrence L. Hooper,
Jr., Vice President, Secretary and General Counsel, at (800) 638-2479 or by
sending Mr. Hooper an e-mail message at [email protected].

     The Company has retained Corporate Investor Communications, Inc. ("CIC") to
assist in the solicitation of proxies. The Company will pay CIC a fee for its
services not to exceed $5,500 and will reimburse CIC for its expenses, which the
Company estimates will not exceed $2,500.

(F) STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
     Stockholder proposals for inclusion in the proxy statement and form of
proxy relating to the 2001 Annual Meeting must be received at the office of the
Company, Seven St. Paul Street, Baltimore, MD 21202, no later than October 17,
2000.

     In addition, pursuant to the Company's By-laws, stockholder proposals for
consideration at the 2001 Annual Meeting which are not to be included in the
Company's proxy statement and form of proxy must be received at the office of
the Company at the address listed in the preceding paragraph no later than
January 27, 2001 in order to be eligible for presentation at the 2001 Annual
Meeting. Should the Company determine to allow a stockholder proposal that is
received by the Company after January 27, 2001 to be presented at the 2001
Annual Meeting nevertheless, the Company will have discretionary voting
authority with respect to such stockholder proposal.

                                       14
<PAGE>
                                                                       EXHIBIT A


                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                           THE ADAMS EXPRESS COMPANY

     THE ADAMS EXPRESS COMPANY, a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: The Articles of Incorporation of the Corporation are hereby amended
by striking out the first paragraph of Article SIXTH thereof, as heretofore
amended, and inserting in lieu thereof the following:

     "SIXTH: The total number of shares of stock which the Corporation shall
    have authority to issue is 160,000,000 shares with an aggregate par value of
    $150,000,000, divided into two classes consisting of (a) 150,000,000 shares
    of Common Stock of the par value of $1 each and of the aggregate par value
    of $150,000,000 and (b) 10,000,000 shares of Preferred Stock without par
    value."

     SECOND: The Board of Directors of the Corporation at a meeting duly
convened and held on January 13, 2000, adopted a resolution in which was set
forth the foregoing amendment of the Articles of Incorporation, declaring that
said amendment was advisable and directing that it be submitted for action
thereon at the annual meeting of the stockholders of the Corporation to be held
on March 28, 2000.

     THIRD: Notice setting forth the said amendment of the Articles of
Incorporation and stating that a purpose of the annual meeting of stockholders
would be to take action thereon was given, as required by law, to all
stockholders entitled to vote thereon.

     FOURTH: The amendment of the Articles of Incorporation of the Corporation
as hereinabove set forth was approved by the stockholders of the Corporation at
said meeting by the affirmative vote of a majority of all the votes entitled to
be cast thereon.

     FIFTH: The amendment of the Articles of Incorporation as hereinabove set
forth has been duly advised by the Board of Directors and approved by the
stockholders of the Corporation.

     SIXTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized by Article SIXTH of the Articles of
Incorporation of the Corporation is 85,000,000 shares, consisting of 75,000,000
shares of Common Stock of the par value of $1 per share, amounting in the
aggregate to $75,000,000 par value and 10,000,000 shares of Preferred Stock
without par value.

     (b) The total number of shares of all classes of stock of the Corporation,
as increased by the foregoing amendment to said Article SIXTH, is 160,000,000
shares amounting in the aggregate to $150,000,000 par value, divided into
150,000,000 shares of Common Stock of the par value of $1 per share, having an
aggregate par value of $150,000,000, and 10,000,000 shares of Preferred Stock
without par value.

     (c) The amendment of the Articles of Incorporation of the Corporation as
hereinabove set forth did not change the description, contained in the Articles
of Incorporation, of any class of shares of the Corporation, including the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption thereof, if any.

                                      A-1
<PAGE>
     IN WITNESS WHEREOF, The Adams Express Company has caused these presents to
be signed in its name and on its behalf by its President or one of its Vice
Presidents and its corporate seal to be hereunto affixed and attested by its
Secretary, and the said officers of the Corporation further acknowledged said
instrument to be the corporate act of the Corporation and stated under the
penalties of perjury that to the best of their knowledge, information and
belief, the matters and facts therein set forth with respect to the approval
thereof are true in all material respects on March , 2000.


ATTEST:                                THE ADAMS EXPRESS COMPANY


- -----------------------------------    By-------------------------------------


                                      A-2
<PAGE>
           THE ADAMS EXPRESS COMPANY -- PROXY FOR 2000 ANNUAL MEETING

                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


     The undersigned hereby appoints THOMAS H. LENAGH, W. D. MacCALLAN and
LANDON PETERS, the proxies, and each of them (with power to act without the
others and with power of substitution) the proxy of the undersigned, for and in
the name of the undersigned, to vote at the Annual Meeting of Stockholders of
The Adams Express Company to be held at The Colony Palm Beach, 155 Hammon
Avenue, Palm Beach, Florida 33480, on the 28th day of March, 2000 at 11:00 a.m.,
and at any adjournment thereof, the shares of stock which the undersigned would
be entitled to vote if personally present.


     The undersigned hereby ratifying all action of said proxies, or any of
them, or their or his substitutes or substitute by virtue hereof; and hereby
revoking any authorization to vote such shares heretofore given by the
undersigned to anyone. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders dated February 14, 2000, and the Proxy
Statement furnished therewith.


     IF THE UNDERSIGNED  FAILS TO SPECIFY HEREIN HOW SUCH SHARES ARE TO BE VOTED
ON SAID  PROPOSALS  (A),  (B),  (C) AND (D),  THEY  SHALL BE  VOTED  "FOR"  SAID
PROPOSALS (A),(B), AND (C), AND VOTED "AGAINST" SAID PROPOSAL (D).


                                                                          (over)


                              THE ADAMS EXPRESS COMPANY
                              P.O. BOX 11147
                              NEW YORK, N.Y. 10203-0147

<PAGE>
(a) ELECTION OF DIRECTORS

    FOR all nominees                 [X]
    listed below

    WITHHOLD AUTHORITY to vote       [X]
    for all nominees listed below


    *EXCEPTIONS                      [X]


Nominees: E. R. Arzac, D. E. Emerson, T. H. Lenagh, W. D. MacCallan, W. P. Neff,
D. G. Ober, L. Peters, J. J. Roberts, Susan C. Schwab, R. J. M. Wilson

(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 ____________________________________________________________________


(b) THE SELECTION OF PricewaterhouseCoopers LLP as independent public
    accountants.     FOR [X]      AGAINST [X]    ABSTAIN [X]

(c) THE APPROVAL OF AN AMENDMENT TO the Articles of Incorporation increasing
    number of authorized shares of Common Stock of the Company from 75,000,000
    to 150,000,000 shares.         FOR [X]      AGAINST [X]    ABSTAIN [X]

(d) If presented, recommend that the Board of Directors cause the Company to
    conduct a self-tender offer.   FOR [X]      AGAINST [X]    ABSTAIN [X]

(e) In their discretion, the Proxies are authorized to vote upon all other
    business that may properly come before the Meeting with all the powers the
    undersigned would possess if personally present.


THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR PROPOSALS (a), (b), (c) AND A VOTE
AGAINST PROPOSAL (d).


                                Change of Address or  [ ]
                                Comments Mark Here


                NOTE: The signature(s) should correspond with the
                name of the stockholder(s) as it appears hereon.


                Dated: ________________________________,2000


                Signature __________________________________


                Joint Tenant _______________________________



                           VOTES MUST BE INDICATED       [X]
                           (X) IN BLACK OR BLUE INK.

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.


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