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 Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and 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 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Non- Major Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx Xxxxxxxxxx as attorneysattorney-in-fact (each, an the "Attorney-in-in- Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the Attorney-in-Fact is authorized to deliver or cause to be delivered the Securities to be sold by such Non-Major Selling Stockholder hereunder, the International Purchase Agreement and the applicable Repurchase Agreement and to accept or direct payment therefor, to execute and deliver this Agreement, the International Purchase Agreement and the applicable Repurchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n5(i) on behalf of such Non-Major Selling ShareholderStockholder), to sell, assign and transfer to the U.S. Underwriters the U.S. Securities to be sold by such Non-Major Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Non-Major Selling Shareholder, Stockholder as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Non-Major Selling Shareholder Stockholder in connection with this Agreement., the International Purchase Agreement and the applicable Repurchase Agreement. The representations and warranties of such Non-Major Selling Stockholder in the applicable Power of Attorney and Custody Agreement are, and at the Closing Time and as of each Date of Delivery (if any) will be, true and correct. The parties hereto agree that the Attorney-in-Fact shall have no liability as a result of any inaccuracy or breach of a representation or warranty by any Non-Major Selling Stockholder. (viii) Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Non-Major Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement (in the case of TJX, the Note has been placed in such custody with appropriate conversion power pursuant to the TJX Power of Attorney and Custody Agreement). (ix)

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxXxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, Xx. and M. Xxxxx Xxxxxxxx or any of them, as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust BankXxxxxx, AtlantaXxXxxxxxx & Fish, LLP, as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 5(nSection(s) 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney Agreement appointing the persons indicated in Schedule B hereto, and Custody Agreement with U. Xxxxxxx Xxxxxeach of them, Xx. and M. Xxxxx Xxxxxxxx as such Selling Shareholder's attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the each Attorney-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 5(nSections 5(l) and 5(m) hereof on behalf of such Selling Shareholder, to execute and deliver the International Purchase Agreement and any certificates that may be required thereunder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereofhereof and as provided in the International Purchase Agreement, to authorize the delivery of the U.S. Securities to be sold by such Selling Shareholder hereunderhereunder and the delivery of the International Securities under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. Xxxxx X. Halls and M. Xxxxx Xxxxxxxx Xxxxxx Xxxx, or either of them, as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust Bank, AtlantaAmerican Stock Transfer and Trust Company, as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefor; and the each Attorney-in-Fact is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(f5(l) or that may be required pursuant to Section 5(nSections 5(s) and 5(t) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and thereunder, [to determine the purchase price to be paid by the U.S. Underwriters to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, ,] to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriters, the Power of Attorney and Custody Agreement with U. Willxxx X. Xxxxxxx Xxxxxxxx Danixx X. Xxxxxxxx, Xx. and M. Xxxxx Xxxxxxxx xxch as attorneysattorney-in-fact (each, each an "Attorney-in-Fact") and SunTrust Bankand, Atlantaif applicable, the Custody Agreement with the Company, as depositary custodian (the "DepositaryCustodian"); if such Selling Shareholder has executed the Depositary Custody Agreement, the Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept ac- cept payment therefor; and the 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 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the International Managers and the U.S. Underwriters the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a2(c) hereofhereof and of the U.S. Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to accept payment therefortherefor and, in the case of Mr. Xxxxx, xx exercise his options in order to sell the Securities to be sold by him pursuant to the Purchase Agreements and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement and the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxBeat Xxxxxxxxxxxxx, Xx. and M. Xxxxx Xxxxxxxx in his capacity as attorneysHead of Treasury of Swisscom AG, as attorney-in-fact (each, an the "Attorney-in-Fact") and SunTrust BankXxxxxxx Xxxxx, Atlantain his capacity as Assistant General Counsel to the Company, as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefor; and 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 5(nSections 5(l) and 5(m) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxTracy T. Rudolph and David Zalman, Xx. and M. Xxxxx Xxxxxxxx or any of them, as attorneys-in-fact xxxx (each, an xxx "AttorneyXxxxrneys-inxx-FactXxxx") and SunTrust Bankxnd American Securities Transfer & Trust, AtlantaInc., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 5(nSection(s) 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriters, the Power of Attorney and Custody Agreement with U. Willxxx X. Xxxxxxx Xxxxxxxx Danixx X. Xxxxxxxx, Xx. and M. Xxxxx Xxxxxxxx xxch as attorneysattorney-in-fact (each, each an "Attorney-in-Fact") and SunTrust Bankand, Atlantaif applicable, the Custody Agreement with the Company, as depositary custodian (the "DepositaryCustodian"); if such Selling Shareholder has executed the Depositary Custody Agreement, the Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters and the International Managers the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a2(c) hereofhereof and of the International Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to accept payment therefortherefor and, in the case of Mr. Xxxxx, xx exercise his options in order to sell the Securities to be sold by him pursuant to the Purchase Agreements and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx and Xxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an "Attorney“Attorney in Fact” and collectively, the “Attorneys-in-Fact"”) and SunTrust BankEquiServe Trust Company, Atlanta, N.A. as depositary custodian (the "Depositary"“Custodian”); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefor; and the 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 5(nSection(s) 5(l) and 5(m) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney Agreement appointing the persons indicated in Schedule B hereto, and Custody Agreement with U. Xxxxxxx Xxxxxeach of them, Xx. and M. Xxxxx Xxxxxxxx as such Selling Shareholder's attorneys-in-fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "DepositaryAttorneys-in- Fact"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the each Attorney-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 5(nSections 5(l) and 5(m) hereof on behalf of such Selling Shareholder, to execute and deliver the U.S. Purchase Agreement and any certificates that may be required thereunder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereofhereof and as provided in the U.S. Purchase Agreement, to authorize the delivery of the International Securities to be sold by such Selling Shareholder hereunderhereunder and the delivery of the U.S. Securities under the U.S. Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement and the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxxappointing Sxxxxx Xxxxxxx, Xx. Rxxxxxx X. Xxxxxx and M. Xxxxx Xxxxxxxx Lxxx Xxxxxxx, or any of them, as attorneys-such Selling Shareholder’s attorney(s)- in-fact (each, an "Attorney-inthe “Attorney(s)-in-Fact") ”), with authority to execute and SunTrust Bankdeliver this Agreement on behalf of such Selling Shareholder, Atlantaand appointing Computershare Trust Company, N.A., as depositary custodian (the "Depositary"“Custodian”); the Depositary is authorized to deliver certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Securities to be sold by such Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Power of Attorney and Custody Agreement for the purpose of delivery pursuant to accept payment thereforthis Agreement; and the 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 Sections 5(m) and 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly authorized, executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. Edward W. Stack and M. Xxxxx Xxxxxxxx Michael F. Hines as attorneys-in-attorneys in fact (each, an ax "Attorney-in-Xxxxxxxx xx Fact") and SunTrust Bank, Atlanta, xxx xxx Xxxxxxy as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefortherefore; and the each 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 Sections 5(n) and 5(o) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement. This Agreement has been duly authorized by such Selling Stockholder and has been duly executed and delivered by or on behalf of such Selling Stockholder. To the extent such Selling Stockholder is or is supposed to be a party to the Exchange Agreement, the Exchange Agreement has been authorized, executed and delivered by such Selling Stockholder.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxWalter E. Johnson, Xx. Paul B. Murphy, Jr. and M. Xxxxx Xxxxxxxx as attorneysDavid C. Farries, ox xxx xx xxxx, xx axxxxxxxx-inxx-fact xxxx (eachxhe "Xxxxxxxxx-xx-Xxxx"), an "Attorney-in-Fact") and SunTrust BankSouthwest Bancorporation of Texas, AtlantaInc., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 5(n5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx________________, Xx. and M. Xxxxx Xxxxxxxx _______________ or ________________ as attorneysattorney-in-fact and custodian (each, an each a "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "DepositaryShareholder Representatives"); the Depositary is Shareholder Representatives are authorized to take such actions as are necessary to validly and effectively exercise such Selling Shareholder's rights to require registration of Conversion Shares and to waive any such rights with respect to any other securities of the Company, to take such actions as are necessary to validly effectuate the conversion of shares of Series E Stock held by such Selling Shareholder into Conversion Shares, to direct the Company to deliver the Securities to be sold by such Selling Shareholder hereunder and under the International Purchase Agreement and to accept payment therefor; and the Attorney-in-Fact each Shareholder Representative is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n5(l) on behalf of such Selling Shareholder, to sell, assign and transfer sell to the Underwriters the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement and under the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- The Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesUnderwriters, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxS. Kennxxx Xxxxxxxxx xxx Barbxxx X. Xxxxxxx, Xx. and M. Xxxxx Xxxxxxxx xx any of them, as attorneys-inattorney(s)-in-fact (each, an the "Attorney-inAttorney(s)-in-Fact") and SunTrust Bank, AtlantaBankBoston, as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder and to accept payment therefor; and the 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 5(nSections 5(l) and 5(m) on behalf of such the Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesLead Managers, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxxx X. Xxx and Xxxxxx X. Xxxxx, Xx. and M. Xxxxx Xxxxxxxx ., or any of them, as attorneys-inattorney(s)-in-fact (each, an the "Attorney-Attorney(s)- in-Fact") and SunTrust BankPlaytex Products, AtlantaInc., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefor; and the 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 5(nSection(s) 5(l) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters International Managers the Securities to be sold by such Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters International Managers to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-in- fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and 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 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has Each of NCC and Sorexxxx xxx duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx_______ and ________, Xx. and M. Xxxxx Xxxxxxxx or any of them, as attorneys-inattorney(s)-in-fact (each, an the "Attorney-inNCC Attorney(s)-in-Fact") and SunTrust Bank, Atlanta_________, as depositary custodian (the "DepositaryNCC Custodian")) and with ______________ and ______________, or any of them, as attorney(s)-in-fact (the "Sorexxxx Xxxorney(s)-in-Fact") and _____________, as custodian (the "Sorexxxx Xxxtodian") respectively; each of the Depositary NCC Custodian and the Sorexxxx Xxxtodian is authorized to deliver the Securities to be sold by such the applicable Selling Shareholder hereunder and to accept payment therefor; and the 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 5(nSections 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- The Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesGlobal Coordinator, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx with___________ as attorneys-inattorney(s)-in-fact (each, an the "Attorney-inAttorney(s)-in-Fact") and SunTrust Bank, Atlanta___________, as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized by the Selling Shareholder to deliver the U.S. Securities to be sold by such the Selling Shareholder hereunder and to accept payment therefor; and 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 5(nSections 5(k) and 5(l) on behalf of such the Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters the U.S. Securities to be sold by such the Selling Shareholder hereunder, to determine the purchase price to be paid by the U.S. Underwriters to such the Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such the Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement.. 14 10

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Shareholder 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 U. Xxxxxxx Xxxxx, Xx. and M. Xxxxxxxx X. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust Bank, Atlanta, the Custody Agreement with American Stock Transfer and Trust Company as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such the Selling Shareholder hereunder and to accept payment therefor; and the AttorneyAttorneys-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n5(l) on behalf of such the Selling Shareholder, to sell, assign assign, and transfer to the Underwriters the Securities to be sold by such the Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement.. 10

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Shareholder 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 U. Xxxxxxx Xxxxx, Xx. and M. Xxxxxxxx X. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust Bank, Atlanta, the Custody Agreement with American Stock Transfer and Trust Company as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder and to accept payment therefor; and the AttorneyAttorneys-in-Fact is are authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n5(l) on behalf of such the Selling ShareholderStockholder, to sell, assign assign, and transfer to the Underwriters the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- The Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx Xxxxxx X. Xxxx as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust BankComputershare Trust Company, AtlantaInc., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such the Selling Shareholder Stockholder hereunder and to accept payment therefor; and the Attorney-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 5(n5(l) and 5(m) hereof on behalf of such the Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder Stockholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- The Selling Shareholder has duly executed and delivereddelivered the Power of Attorney, in the form heretofore furnished to the RepresentativesUnderwriter, appointing the person or persons indicated in such Power of Attorney Attorney, and Custody Agreement with U. Xxxxxxx Xxxxxeach of them, Xx. and M. Xxxxx Xxxxxxxx as attorneysthe Selling Shareholder's Attorneys-in-fact (each, an the "Attorneys-in Fact" or any one of them the "Attorney-in-in Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the Attorney-in-Fact is authorized with authority to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n) on behalf of such the Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters Underwriter to such the Selling Shareholder, Shareholder as provided in Section 2(a) hereofherein, to authorize the delivery of the Securities to be sold by such the Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement; certificates in negotiable form representing all of the Securities to be sold by the Selling Shareholder hereunder have been placed in custody under a Custody Agreement relating to such Securities, and the Selling Shareholder represents that the Custody Agreement is in the form heretofore furnished to the Underwriter, duly executed and delivered by the Selling Shareholder to Xxxx Xxxxxxxxx, as custodian (the "Custodian"); the Selling Shareholder specifically --------- agrees that the Securities, represented by the certificates held in custody for the Selling Shareholder under the Custody Agreement, are subject to the interests of the Underwriter hereunder, and that the arrangements made by the Selling Shareholder for such custody, and the appointment by the Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. The Selling Shareholder specifically agrees that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual person, or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event. If any such executor or trustee should die or become incapacitated, or if any such trust should be terminated, or if any such partnership or corporation should be dissolved, or if any other such event should occur, before the delivery of the Securities by it hereunder, certificates representing such Securities shall be delivered by or on behalf of the Selling Shareholder in accordance with the terms and conditions of this Agreement, and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and the Custody Agreement with U. Xxxxxxx XxxxxMin X. Xxx and Xxxx X. Xxxxxxx, Xx. and M. Xxxxx Xxxxxxxx or either of them, as attorneys-inattorney(s)-in-fact (each, an the "Attorney-inAttorney(s)-in-Fact") and SunTrust Bank, AtlantaUMB Bank N.A., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and under the International Purchase Agreement and to accept payment therefor; and the each Attorney-in-Fact is authorized to execute and deliver this Agreement and the International Purchase Agreement and the certificate referred to in Section 5(f) hereof and thereof or that may be required pursuant to Section 5(n5(m) hereof and thereof on behalf of such Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters and the International Managers, as the case may be, the Securities to be sold by such Selling Shareholder hereunderhereunder and thereunder, to determine the purchase price to be paid by the U.S. Underwriters and the International Managers, as the case may be, to such Selling Shareholder, as provided in Section 2(a) hereofhereof and of the International Purchase Agreement, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderhereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- The Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx or either of them as attorneys-inattorney(s)-in-fact (each, an the "AttorneyATTORNEY(S)-IN-in-FactFACT") and SunTrust Bank, AtlantaContinental Stock Transfer and Trust Company, as depositary custodian (the "DepositaryCUSTODIAN"); the Depositary Custodian is authorized to deliver the Securities to be sold by such the Selling Shareholder hereunder and to accept payment therefor; and 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 5(n5(l)(ii) on behalf of such the Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such the Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such the Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Shareholder hereunder, to accept or direct payment therefor, and otherwise to act on behalf of such the Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx________________, Xx. and M. Xxxxx Xxxxxxxx _______________ or _______________ as attorneysattorney-in-fact and custodian (each, an each a "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "DepositaryShareholder Representative"); the Depositary is Shareholder Representatives are authorized to take such actions as are necessary to validly and effectively exercise such Selling Shareholder's rights to require registration of Conversion Shares and to waive any such rights with respect to any other securities of the Company, to take such actions as are necessary to validly effectuate the conversion of shares of Series E Stock held by such Selling Shareholder into Conversion Shares, to direct the Company to deliver the Securities to be sold by such Selling Shareholder hereunder and under the U.S. Purchase Agreement and to accept payment therefor; and the Attorney-in-Fact each Shareholder Representative is authorized to execute and deliver this Agreement and the U.S. Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n5(l) on behalf of such Selling Shareholder, to sell, assign and transfer sell to the Underwriters the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriters International Managers to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderhereunder and under the U.S. Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement and under the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the RepresentativesRepresentative(s), the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxKevix X. XxXxxxx xxx Jere X. Xxxxxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-inxx attorney(s)-in-fact (each, an the "Attorney-inAttorney(s)-in-Fact") and SunTrust Bank, Atlanta, the Company as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 5(nSection(s) 5(l) and 5(m) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx XxxxxRobert E. Alderson and David Mussafer, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlantaor any of them, as depositary attxxxxxx-xx-xxxx (xxe "Atxxxxxxx-xx-Xxxt"), and StockTrans, Inc., as custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder hereunder and to accept payment therefor; and the 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 Sections 5(m) and 5(n) on behalf of such Selling Shareholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling ShareholderShareholder (subject to the limitations set forth in such Power of Attorney and Custody Agreement), as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement. To the extent such Selling Shareholder is a party to the Repurchase Agreement, the Repurchase Agreement has been duly authorized, executed and delivered by such Selling Shareholder. To the extent such Selling Shareholder is a party to the Exchange Agreement, the Exchange Agreement has been duly authorized, executed and delivered by such Selling Shareholder.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder Stockholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and Custody Agreement with U. Xxxxxxx Xxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxx and M. Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx, or any of them, as attorneys-in-fact (each, an the "AttorneyAttorneys-in-Fact") and SunTrust Bank, Atlanta., as depositary custodian (the "DepositaryCustodian"); the Depositary Custodian is authorized to deliver the Securities to be sold by such Selling Shareholder Stockholder hereunder and to accept payment therefor; and the each Attorney-in-Fact is authorized to execute and deliver this Agreement, the International Purchase Agreement and the Japanese Underwriting Agreement and the certificate referred to in Section 5(f5(o) or that may be required pursuant to Section 5(nSections 5(x) and 5(y) on behalf of such Selling ShareholderStockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and thereunder, to determine the purchase price to be paid by the U.S. Underwriters to such Selling ShareholderStockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Shareholder hereunderStockholder hereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder Stockholder in connection with this Agreement, the International Purchase Agreement and the Japanese Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Shareholder has duly executed and delivered, in the form heretofore furnished to the U.S. Representatives, the Power of Attorney and the Custody Agreement; the custodian under such Custody Agreement with U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in-fact (each, an "Attorney-in-Fact") and SunTrust Bank, Atlanta, as depositary (the "Depositary"); the Depositary is authorized to deliver the U.S. Securities to be sold by such Selling Shareholder hereunder and to accept payment therefortherefor on behalf of such Selling Shareholder; and the each Attorney-in-Fact is authorized to execute and deliver this Agreement and Agreement, the International Purchase Agreement, the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section 5(nSection(s) 5(o)(ii) and 5(p) on behalf of such Selling Shareholder, to sell, assign and transfer to the U.S. Underwriters the U.S. Securities to be sold by such Selling Shareholder hereunder, to exercise on such Selling Shareholder's behalf the relevant Stock Options, as applicable, to determine the purchase price to be paid by the U.S. Underwriters to such Selling Shareholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such Selling Shareholder hereunderhereunder and under the International Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement.with