and empower the said Committee either in the name of the Depositors, or in the name of the Committee, or in the name of any other person or persons as the Committee may deem proper, to institute, begin or take, or to cause to be begun, instituted or taken, such actions or proceedings in law or in equity, or otherwise, and to intervene in such suits and proceedings, and to execute such papers, authorizations, consents, powers of attorney, requests or other instruments, as will in the judgment of the Committee protect or advance the interests of the Depositors, or otherwise for carrying out the purposes of this Agreement. Full power is hereby given to the Committee to substitute or to revoke any and all such powers of attorney or other instruments which they may execute, to discontinue, compromise or settle, or cause to be discontinued, compromised or settled, any and all such actions and proceedings, to institute others, and to discontinue, settle or compromise the same, and to collect any and all moneys which are or may be due and payable to said Depositors, or any of them, as holders of shares of stock deposited hereunder, or as their distributive share in any action or otherwise, and said Depositors further give and grant into the Committee full power and authority to do and perform any act and thing requisite or necessary to be done in and about the premises as fully to all intents and purposes as the Depositors might or could do if personally present, hereby ratifying and confirming all that the Committee or its appointees or substitutes shall lawfully do or cause to be done by virtue hereof.

In furtherance and not in limitation of any of the other provisions hereof and of the powers and authority vested in the Committee hereunder, the Depositors do hereby give and grant unto the said Committee full power and authority to call and to attend all stockholders' meetings, and at such meetings to vote, in such manner as the Committee may in its absolute discretion deem advisable, on the stock deposited hereunder on all questions which may come up at such meetings, including the voting for the election of directors, as fully to all intents as the Depositors might or could do if personally present, hereby giving and granting unto the said Committee full power of substitution and revocation.

7. The Committee shall elect a Chairman and Secretary and may from time to time choose such other officers and confer upon any of its officers such powers as to it may seem proper, and may make, from time to time, and alter and rescind such rules and regulations for the conduct of its business as may seem advisable. Any member of the Committee may by written appointment empower any person (who may be member of the Committee) to vote and act at any meeting of the Committee, including any adjournment or adjournments thereof, as his proxy with all the powers of the member making the appointment; and a majority of the members of the Committee as at any time constituted shall constitute a quorum. Any action may be taken upon the consent of a majority of the whole Committee given in person or by proxy at a meeting, or in writing without a meeting, and such action of the majority shall constitute the action of the Committee and shall have the same effect as if assented to by the whole Committee.

Any member of the Committee may resign by giving notice in writing to the Chairman or Secretary thereof, and the Committee may settle any account or transaction with such member and give full release and discharge upon such resignation. The Committee may add to its number. It may, but need not, fill all vacancies occurring in the Committee by death, resignation, or otherwise, and all substituted or additional members so appointed shall possess and exercise all the powers and duties hereby conferred upon the original members as fully and in every respect as if they had been originally named as parties hereto.

The present or future members of the Committee or the Trust Company Depositary hereunder may be or become Depositors hereunder and may be or become pecuniarily interested in any of the property or matters which are the subject of this Agreement, including the right to become members of any syndicate formed in connection therewith, and they or any of them may become voting trustees or officers or directors or stockholders or employees of any corporations now existing or which may be hereafter organized in connection therewith, or otherwise. All actions of the Committee,

or its members, or of the Depositary in good faith shall be valid notwithstanding such interest.

8: The Committee may appoint and discharge such several counsel, attorneys, agents and employees as it may see fit, and upon such terms as the Committee shall agree upon for such respective counsel, attorneys, agents and employees. Neither the Committee nor any member thereof shall be personally liable for any act or omission of any agent or employee selected by it or them or any of them, nor for any action taken or not taken, in good faith in the belief that any deposited security or other instrument or any signature is genuine or effective, nor for anything done or not done under the advice of counsel, nor for any error of judgment or mistake of law or fact, nor for anything except his, its or their own individual wilful misconduct, and neither the Committee nor any member thereof shall be personally liable for acts or defaults of the other or of each other or of any other person or body, nor shall said Committee nor any of its members be liable for any failure to exercise any of the powers hereby granted.

The determination of the Committee of the fair proportion of the compensation, if any, of any member of the Committee and the expenses and disbursements of the Committee payable by any Depositor upon the termination of this Agreement, or upon his withdrawal therefrom in accordance with the provisions hereof, shall be final and conclusive. In no such event shall the liability of any Depositor (except for the actual charges incurred in any litigation in which the Committee may become involved either as parties thereto or by intervention or recognition without becoming actual parties) exceed fifteen cents for each share of common stock represented by Certificates of Deposit surrendered upon such termination or withdrawal unless a greater sum shall have been consented to in writing by the said Depositor or his predecessor in interest.

The members of the Committee, whether personally interested as stockholders or not, shall be entitled to be reimbursed for their disbursements and expenses hereunder, and to such reasonable compensation as the Committee may determine, and any plan and Agreement of reorganization or read

justment which the Committee may adopt or approve, as herein provided, may make provision for all expenses of the Committee.

9. The Committee may construe this Agreement and any plan adopted hereunder, and its construction thereof and action thereunder in good faith shall be final and conclusive. The Committee may supply any defect or omission or reconcile any inconsistencies in such manner and to such extent as may be deemed by it necessary or advisable to carry out the general purposes of this Agreement or of any such plan, properly and effectively, and the Committee shall be the sole judge of such necessity and advisability. It may attempt to carry one or more plans into effect and abandon or modify the same in any and all respects. The enumeration of specific powers hereby given to the Committee shall not be construed to limit or restrict the general powers herein conferred or intended so to be, and it is distinctly declared that it is the intention to confer upon the Committee, in respect to all shares of stock deposited or to be deposited, and in all other respects, all powers which the Committee may deem necessary or expedient in or towards the carrying out or performing the general purposes hereof in any respect, even though such power be apparently of a character not now contemplated. The methods and means and details to be adopted shall be entirely discretionary with the Committee. The Committee shall have full power to organize any corporation provided for under any plan adopted hereunder and to vote upon any stock thereof, by proxy or otherwise, and to appoint or to concur in the appointment of trustees in any voting trust therein, or in any voting trust in the stock of the company.

10. The Depositary shall be entitled to such compensation for its services as depositary as the Committee shall fix by agreement with it. All directions or instructions given by the Committee to, or powers conferred by the Committee upon, or acts done by the said Depositary hereunder shall be binding upon the Depositors, notwithstanding the termination of this Agreement, or abandonment or modification hereof, or return of the security. The Depositary may accept without further proof all statements lodged with it by the Committee and act

thereon and shall be protected in all actions taken by it in pursuance of the instructions of the Committee.

The Depositary may at any time resign or be removed by a majority vote of the Committee, and the Committee, by such vote, may designate a new depositary. Upon receipt of a copy of such vote, duly authenticated by the Secretary of the Committee, and upon payment of all charges and amounts due such depositary ceasing to act, it shall deliver over to the new depositary all property held by it under the terms of this Agreement and such new depositary shall receive all such property so delivered and shall hold the same under the terms of this Agreement, the same as if the new depositary were the Depositary named in this Agreement.

The Committee may designate other Trust Companies or Banks as sub-depositaries, to receive upon deposit, under the terms of this Agreement, and to receipt as such sub-depositaries, for stock deposited hereunder, and to deliver the Certificates for such stock upon and subject to the order and direction of the Depositary. The Depositary shall not be, in any manner, liable or responsible for or by reason of any act or default of any sub-depositary agent or agents so designated and all parties hereto covenant and agree to indemnify and same said Depositary harmless from any loss or liability that may result to the Depositary by reason of any such designation.

11. The Depositary or sub-depositary shall be bound only to act with reference to the deposited stock or the funds paid to the Depositary or sub-depositary for the Committee or with reference to any matter in connection with this agreement or plan in accordance with the written directions of the Committee or a majority thereof, and the written directions of the Committee or a majority thereof shall be a complete justification for any action or omission to act of the Depositary or subdepositary. The Depositary or sub-depositary and its attorneys and agents assume no liability for the execution of the purposes of this agreement or any part thereof, nor for any error of judgment. Said Depositary or sub-depositary shall incur no liability whatsoever, except for its gross negligence or wilful misconduct, and shall be protected in acting upon any notice, consent, request, certificate, affidavit, letter, telegram.