EXHIBIT A
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13D (the
"Joint Statement") to which this joint reporting agreement and power of attorney
(the "Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on
behalf of all of the Reporting Persons rather than individual statements on
Schedule 13D on behalf of each of the Reporting Persons;
NOW THEREFORE, the undersigned hereby agree as follows with each of
the other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing
of the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person contained in
the Joint Statement.
3. None of the Reporting Persons is responsible for the completeness
or accuracy of the information concerning the other Reporting Persons contained
in the Joint Statement, unless such Reporting Person knows or has reason to
believe that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the Reporting Persons.
5. Each of ING Baring Xxxxxx Xxxx LLC, ING Merger, Inc., ING (U.S.)
Financial Holdings Corporation, ING Bank N.V., ING Groep N.V. hereby appoints
Xxxxxx Xxxxxx as attorney-in-fact with authority to execute and deliver on
behalf of it any and all documents (including any amendments thereto) required
to be filed or otherwise executed and delivered by it pursuant to the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, all
other federal, state and local securities and corporation laws, and all
regulations promulgated thereunder.
6. Each of Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx hereby appoints
Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx, and each of them, as attorney-in-fact
with authority to execute and deliver on his behalf any and all documents
(including any amendments thereto) required to be filed or otherwise executed
and delivered by him pursuant to the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, all other federal, state and
local securities and corporation laws, and all regulations promulgated
thereunder.
7. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated: February , 1999
ING BARING XXXXXX XXXX LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice Chairman
ING MERGER, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director and
Assistant Secretary
ING (U.S.) FINANCIAL HOLDINGS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
ING BANK N.V.
By: /s/ J.H.J. Houben
------------------------------------
Name: J.H.J. Houben
Title:
By: /s/ P.F.M. Van Lierop
------------------------------------
Name: P.F.M. Van Lierop
Title: Senior Legal Advisor
ING GROEP N.V.
By: /s/ J.H.J. Houben
------------------------------------
Name: J.H.J. Houben
Title:
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
