Common use of Due Execution of Power of Attorney and Custody Agreement Clause in Contracts

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriter, the Power of Attorney and Custody Agreement with _________Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, _________ and _________, or any of them, as attorney(s)-in-fact (the "“Attorney(s)-in-Fact"”) and the American Stock Transfer & Trust Company, LLC, as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters Underwriter the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters Underwriter to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________Robexx X. Xxxxxxx, _________ and _________, or any of themXxq., as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of themAvi D. Eden, as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the American Stock Transfer & Trust Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of themXxxxxxxx Xxxxxx, as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the CompanyFirst Union National Bank, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(m) and 5(m5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesGlobal Coordinator, the Power of Attorney and Custody Agreement with with_________, _________ and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company___________, as custodian (the "Custodian"); the Custodian is authorized by the Selling Shareholder to deliver the International Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(k) and 5(m5(l) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriters International Managers the International Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters International Managers to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the International Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inBrex Xxxxxxxx xxd Petxx Xxxxxxx xx attorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyFirst Chicago Trust Company of New York, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of themXxxxxx X. Xxxxxxx, as attorney(s)-inattorney-in-fact (the "Attorney(s)-in“Attorney-in-Fact") ”), and the CompanyLaSalle Bank, N.A., as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(e) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(k) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ Xxxxxx X. Xxxxxxxx and _________Xxxxxxx X. Xxxxxx, or any either of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, J. Xxxxxxxxxxx Xxxxxxx as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the CompanyLaSalle Bank National Association, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(n) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________[Names of Attorneys-in-Fact], or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company[Name of Custodian], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(1) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney with Hong Xxxxx Xx and Custody Agreement with _________, _________ and _________, or any of them, Xxxxxxx X. Sophie as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyCustody Agreement with Fleet National Bank (formerly known as BankBoston, N.A.) as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(n) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesLead Managers, the Power of Attorney and Custody Agreement with _________John X. Xxxxx xxx Jonaxxxx X. Xxxxxxxx, _________ and _________, or any xx either of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys- in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Participating Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with _________appointing Salvatori A. Ranieri, _________ and _________, Patricia A. Sloan or any either of them, as attorney(s)-inxxxxxxxx(x)-xx-fact faxx (the xxx "Attorney(s)-inXxxxxxxx(s)-in-Fact") and a Custody Agreement, with The Bank of New York (the Company, "Custodian") as custodian (the "CustodianCustody Agreement"); , and the Custodian is authorized to deliver accept payment for, and, upon receipt of such payment and written instructions from such Participating Selling Stockholder or the Securities Attorney-in-Fact, as the case may be, to deliver, the Stock to be sold by such Participating Selling Stockholder hereunder and to accept payment thereforhereunder; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f9(k) or that may be required pursuant to Section(s) 5(l) and 5(m) hereof on behalf of such Participating Selling Stockholder, to sell, assign and transfer to the U.S. Underwriters and the Securities International Managers the Stock to be sold by such Participating Selling Stockholder hereunderhereunder and under the International Underwriting Agreement, to determine the purchase price to be paid by the U.S. Underwriters and the International Managers to such Participating Selling Stockholder, as provided in Section 2(a) 3 hereof, to authorize the delivery of the Securities Stock to be sold by such Participating Selling Stockholder hereunderhereunder and under the International Underwriting Agreement, to accept payment therefor, and otherwise to act on behalf of such Participating Selling Stockholder in connection with this Agreement and the International Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, _________ and _________, or any each of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesLead Manager, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, the Company as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the CompanyGlobal Coordinator, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(l) or that may be required pursuant to Section(s) 5(l5(s) and 5(m5(t) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with _________, _________ C. Xxxxxx Xxxxx and _________Xxxx X. Xxxxx, or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company[transfer agent], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company[ ], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, * as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company* , as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with _________, _________ , as attorney-in-fact (the "Attorney-in-Fact") and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company_________, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement, the International Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the U.S. Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________Xxxxxx X. Xxxxxxx, or any of them, as attorney(s)-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the American Stock Transfer & Trust Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesU.S. Representative, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, the Company as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the CompanyGlobal Coordinator, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(l) or that may be required pursuant to Section(s) 5(l5(s) and 5(m5(t) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the U.S. Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any [Name of them, Attorney-in-Fact] as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company[Name of Custodian], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and the Custody Agreement with _________Agreement; by entering into the Custody Agreement, _________ and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company, as custodian (the "Custodian"); such Selling Stockholder has authorized the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each by entering into the Power of Attorney, such Selling Stockholder has authorized either of the Attorneys-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(n) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderStockholder (except for Zurich International (Bermuda) Ltd., Fidelity and Deposit Company of Maryland, Xxxxxx Corporation, Maryland Casualty Company, Universal Underwriters Insurance and Fidelity Life Association, A Mutual Legal Reserve Company who have participated directly in the determination of such purchase price), as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this AgreementAgreement to the extent set forth in the applicable Power of Attorney.

Due Execution of Power of Attorney and Custody Agreement. Such Each Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of themMxxxxxx X. Xxxxxx, as attorney(s)-inattorney-in-fact (the "Attorney(s)-in“Attorney-in-Fact") ”), and the CompanyBank, as custodian (the "“Custodian"”); the . The Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each . The Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inRichxxx X. Xxxx xx attorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company, Custody Agreement with LaSalle National Bank as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with ____________, ____________ and ____________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company____________, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriters, the Power of Attorney and Custody Agreement with _________, _________ R. Xxxxx Xxxxxxxxx and _________Xxxxxx X. Xxxxxxxx, or any of them, as attorney(s)-in-fact (the "“Attorney(s)-in-Fact"”) and the CompanyComputershare Inc., as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m5(a)(vi) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with _________, _________ Xxxx Xxxxxxxx and _________, or any of them, Xxxxx Xxxxxxx as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyEquiServe Trust Company N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the applicable Terms Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the applicable Terms Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with _________, _________ Xxxxx Xxxxx and _________, or any of them, Xxxx Xxxx as attorney(s)-inattorneys-in-fact (the "Attorney(s)-in“Attorneys-in-Fact"”) and the Company, as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(j) or that may be required pursuant to Section(s) 5(l5(o) and 5(m5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement (the "Power-of-Attorney") with _________, _________ and _________, or any of them, the Company as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Custody Agreement (the "Custody Agreement") with American Stock Transfer and Trust Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities Common Shares to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities Common Shares to be sold by such Selling Stockholder hereunderhereunder and thereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities Common Shares to be sold by such Selling Stockholder hereunderhereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________Eric X. Xxxxxxxxx xxx Dirk Xxxxxxxx, _________ and _________, or xx any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyThe Bank of New York, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the any certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) Section 5 on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunderunder this Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, [●] as attorney(s)-inattorney-in-fact (the "Attorney(s)-in“Attorney-in-Fact"”) and the Company[●], as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(q) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the -12- 13 Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inWillxxx X. Xxxxxx xx attorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") ), and the CompanyWillxxx X. Xxxxxx, as xx custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesLead Managers, the Power of Attorney and Custody Agreement with _________, _________ , as attorney-in-fact (the "Attorney-in-Fact") and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company_________, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement, the U.S. Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement and the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, _______ as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company______________, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of themXxxxx X. Xxxxxx, as attorney(s)-inattorney-in-fact (the "Attorney(s)-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l5(m) and 5(m5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesXxxxxxx Xxxxx, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, ______ as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneyof the Attorneys-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Section(sSection 5(m)(i) 5(l) and 5(m) hereof on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, Nxxx Nxxxxxx Xxxx as attorney(s)-inattorney-in-fact (the "Attorney(s)-in“Attorney-in-Fact"”) and the Company, Custody Agreement with the Company as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(j) or that may be required pursuant to Section(s) 5(lSections 5(o) and 5(m5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with _________, _________ and _________, Xxxxxxx Xx or any of them, Xxxxx Xxxx Xxx Xxxx as attorney(s)-inattorney-in-fact (the "Attorney(s)-in“Attorney-in-Fact"”) and the Company, as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(k) or that may be required pursuant to Section(s) 5(lSections 5(q) and 5(m5(r) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriters, the Power of Attorney and Custody Agreement with _________, _________ and _________[attorneys-in-fact], or any of them, as attorney(s)-in-fact (the "“Attorney(s)-in-Fact"”) and the Company[Computershare Inc.], as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m5(a)(vi) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney with Xxxx X. Xxxxx and Custody Agreement with _________, _________ and _________, or any of them, Xxxxxxxx X. Xxxxx as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys- in-Fact") and the Company, Custody Agreement with American Stock Transfer and Trust Company as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such the Selling Stockholder, to sell, assign assign, and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company____, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Section 5(l) and 5(m) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder hereunderunder this Agreement, to determine the purchase price to be paid by the Underwriters to such the Selling Stockholder, as provided in Section 2(a2(b) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney with Xxxxx X. Xxxxx, W. Xxxxx Xxxx and Custody Agreement with _________, _________ and _________, or any of themXxxxxx Xxxxxxx, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-in“Attorneys-in-Fact"”) and the Custody Agreement with the Company, as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder Shareholder under this Agreement and to accept payment therefortherefore; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) of this Agreement or that may be required pursuant to Section(s) Sections 5(l) and 5(m) of this Agreement on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder under this Agreement, to determine the purchase price to be paid by the Underwriters and to such Selling StockholderShareholder, as provided in Section 2(a) hereofof this Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder under this Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________., or any of them, as attorney(s)-in-fact (the "Attorney(s)-inAttorney(s)- in-Fact") and the Company., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each [each/the] Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(q) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inScotx X. Xxxxxxx xx attorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company, Firstar Trust Company as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(mSection 5(k) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with [_________, _________ and _________], or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company[_____], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(m) and 5(m5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________o, or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Companyo, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the U.S. Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Irrevocable Power of Attorney and Custody Agreement with _________[Ronaxx X. Xxxxxxxx xxx Donaxx X. Xxxxx, _________ and _________Xx.], or any xr either of them, as attorney(s)-inattorney-in-fact (the "Attorney(s)-inAttorney-in-Fact") and the Company, Custody Agreement with the Company as custodian (the "CustodianCustodian")(together, the "Power of Attorney and Custody Agreement"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(1) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder HIG has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company_________, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder HIG hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderHIG, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder HIG hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderHIG, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder HIG hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder HIG in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesMerrxxx Xxxcx, the xxe Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inDavix X. Xxxxxxx xxx Briax X. Xxxxx xx attorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneyof the Attorneys-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Section(sSection 5(m)(ii) 5(l) and 5(m) hereof on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ and _________, or any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in- Fact") and the Company, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(lSections 5(o) and 5(m5(p) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________, _________ , as attorney-in-fact (the "Attorney-in-Fact") and _________, or any of them, as attorney(s)-in-fact (the "Attorney(s)-in-Fact") and the Company__, as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with _________Josexx X. Xxxx xxx Lee X. Xxxxxxxxxxx, _________ and _________, or xx any of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyCapitol Bancorp Ltd., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Section 5(l) and 5(m) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriter, the Power of Attorney and Custody Agreement with _________, _________ and _________[attorneys-in-fact], or any of them, as attorney(s)-in-fact (the "“Attorney(s)-in-Fact"”) and the CompanyComputershare, Inc., as custodian (the "“Custodian"”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriters Underwriter to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with _________Paul X. Xxxxxxxx xxx Rajix Xxxxx, _________ and _________, or any xx either of them, as attorney(s)-inattorneys-in-fact (the "Attorney(s)-inAttorneys-in-Fact") and the CompanyCustody Agreement with [Boston Equiserve], as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.