Exhibit 2
Resignation and Termination Agreement
(Xxxxxxx X. Xxxxx)
TERMINATION OF CUSTODIANSHIP,
IRREVOCABLE PROXY AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Xxxxxxx X. Xxxxx signed a Custodianship, Irrevocable Proxy
and Power of Attorney (the "Power of Attorney") on July 27, 1998 appointing
Xxxxxxx Xxxxx as Xxxxxxx X. Xxxxx'x Custodian, Proxy and Attorney-in-fact with
respect to all shares of Xxxxxxxx Alco Stores, Inc. common stock owned or
subsequently acquired by Xxxxxxx X. Xxxxx;
WHEREAS, the Durable Power of Attorney, by its terms, is
irrevocable and may only be terminated or modified by the written agreement
between Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxx;
NOW THEREFORE, the undersigned do hereby agree that the appointment
of Xxxxxxx Xxxxx as Xxxxxxx X. Xxxxx'x Custodian, Proxy and Attorney-in-fact is
terminated as of April 7, 2005.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed on the date indicated below.
Date: April 6, 2005 /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx signed by
Xxxxxxxx X. Xxxxx as attorney-in-fact
Date: April 7, 2005 /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
STATE OF California )
) SS.
COUNTY OF Napa )
On this 6th day of April 2005, before me, a Notary Public in and for
said state, personally appeared Xxxxxxx X. Xxxxx, known to me to be the person
who executed the within Termination of Custodianship, Irrevocable Proxy and
Power of Attorney and acknowledged to me that she executed the same for the
purposes therein stated.
/s/ Xxxxxx X. Re
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Notary Public
My commission expires: 3/1/2006
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STATE OF California )
) SS.
COUNTY OF Marin )
On this 7th day of April 2005, before me, a Notary Public in and for
said state, personally appeared Xxxxxxx Xxxxx, known to me to be the person who
executed the within Termination of Custodianship, Irrevocable Proxy and Power of
Attorney and acknowledged to me that she executed the same for the purposes
therein stated.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal on the day and year last above written.
/s/ Xxxxx Xxxxxxxxx
-----------------------------------
Notary Public in and for
California
County, Marin
My commission expires: 11/4/07
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