STOCK AGREEMENT
This Agreement, made on this 22nd day of March, 1983, between
INDEPENDENT RESEARCH AGENCY FOIL LIFE INSURANCE, INC., a Texas Corporation
having its principal place of business in Fort Worth, Texas, hereinafter
referred to as "Company" and Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx Xxx
Xxxxx, Xxxxxxx X. Xxxxx XX, and Xxxxx X. Xxxxx, hereinafter referred to as
"Xxxxx family shareholders":
WITNESSETH:
WHEREAS, the Company has heretofore issued shares of the common stock of
the Company to Xxxxx family shareholders and has heretofore entered into Stock
Agreements pertaining to such shares; and
WHEREAS, the Xxxxx family shareholders desire to have certain of such
shares transferred and reissued subject to specific terms and conditions as
hereinafter stated.
NOW, THEREFORE, in consideration of the acts and promises of the parties
hereto as hereinafter described, it is agreed by and between them as follows:
1. This Agreement shall apply to all stock of the Company issued to
the parties hereto currently and in the future, and this Agreement supersedes
any prior Stock Agreement existing between the Company and any party here to.
2. "Xxxxx family shareholders," for the purpose of this Agreement,
shall consist of Xxxxxxx X. Xxxxx; Xxxxx X. Xxxxx, spouse of Xxxxxxx X. Xxxxx;
and Xxxxxxx X. Xxxxx'x three children: Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX, and
Xxxxx X. Xxxxx.
3. Xxxxxxx X. Xxxxx has heretofore owned a majority of the Class A
Voting common stock of the Company. Concurrent with the execution of this
Agreement, the Company shall purchase from Xxxxxxx X. Xxxxx that portion of such
Class A Voting shares owned by him which shall result immediately after such
purchase in Xxxxxxx X. Xxxxx owning a minority by one share of all outstanding
Class A Voting common shares of the Company. Also, concurrent with the execution
of this Agreement and after such purchase by the Company, Xxxxxxx X. Xxxxx shall
transfer the balance owned by him of Class A Voting common shares of the Company
in equal portions to Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX, and
Xxxxx X. Xxxxx. The following conditions shall apply to Class A Voting common
shares of the Company stock owned by these parties:
a. In the event at any time hereafter the Company issues any
additional Class A Voting common shares of the Company stock to any party or
parties which issuance results in the Xxxxx family shareholders owning, as a
group, a minority of such Class A Voting shares by more than one share, then the
Company shall also issue to Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx
XX, and Xxxxx X. Xxxxx individually equal portions (by fractional shares if
required) of that amount of such Class A Voting shares as are then required in
order for Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX, and Xxxxx X.
Xxxxx to again own, as a group, a minority by one share of all outstanding Class
A Voting common shares of the Company stock.
b. Each of Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx
XX, and Xxxxx X. Xxxxx does hereby constitute and appoint Xxxxxxx X. Xxxxx as
his or her true and lawful attorney with full power of substitution and
revocation to represent him or her and to vote all Class A Voting shares of the
Company stock owned by him or her at any meeting of voting shareholders of the
Company. This shall be a continuing appointment by each of these parties of
Xxxxxxx X. Xxxxx until the earliest of the following:
(1.) The Company and said Voting shareholders are advised in
writing by Xxxxxxx X. Xxxxx of his voluntary relinquishment of said
appointments; or
(2.) The death of Xxxxxxx X. Xxxxx, at which time said
appointments shall automatically terminate; or
(3.) It is legally determined that Xxxxxxx X. Xxxxx is mentally
incompetent, at which time said appointments shall automatically terminate.
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c. In the event any of Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx
X. Xxxxx XX, or Xxxxx X. Xxxxx desires to sell or otherwise dispose of all or
any portion of the Class A Voting common-shares of the Company stock issued to
them individually, the individual desiring to do so shall in writing notify the
Company and each of the other Xxxxx family shareholders then owning Class A
Voting shares of such desire. The other Xxxxx family shareholders receiving such
notice shall have the option for a period of sixty (60) days after receipt of
such notice, to purchase from the selling Xxxxx family shareholder such Class A
Voting shares, for the price per share described in paragraph "6" below. If any
Xxxxx family shareholder recipients of such notice do not choose to exercise
such option, the remaining Xxxxx family shareholders shall be entitled to
purchase the shares available under that party's option. Each party electing to
purchase such shares shall be entitled to purchase equal amounts of such Class A
Voting shares being offered, so that immediately after such purchases, Xxxxx
family shareholders then owning Class A Voting shares shall, as between
themselves, continue to own equal portions of same.
d. In the event that no Xxxxx family shareholders, having been
given the option to purchase Class A Voting shares from an offering Xxxxx family
shareholder, as described in "3.c." above, choose to purchase the offered
shares, then said offerees shall in writing notify the offering shareholder and
the Company of same. The Company shall then purchase such Class A Voting shares
from the offering shareholder, for cash, at the price per share described in
paragraph "6" below. In the event of such purchase of Class A Voting shares by
the Company from a Xxxxx family shareholder, the Company shall have no
obligation to issue any additional voting shares to remaining Xxxxx family
shareholders, notwithstanding the provisions of paragraph "3.a." above.
e. In the event of the death of Xxxxx X. Xxxxx, Xxxxx Xxx
Xxxxx, Xxxxxxx X. Xxxxx XX, or Xxxxx X. Xxxxx, while owning Class A Voting
shares of the Company stock, the deceased's estate shall be obligated to offer
such shares first to other Xxxxx family shareholders in equal amounts and, if
not purchased by same, then to the Company, as described in "3.c." and "3.d."
immediately above, as if the offering shareholder were still living and desired
to make such offer, and the estate of each Xxxxx family shareholder is
specifically bound to do so by this Agreement.
4. Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X.
Xxxxx XX, and Xxxxx X. Xxxxx own, or have a community property interest in,
Class B Nonvoting common shares of the Company stock. The following conditions
shall apply to such Class B Nonvoting common shares:
a. Company recognizes and agrees that said Xxxxx family
shareholders may hereafter offer for sale to third parties all or a portion of
its interests in Class B Nonvoting common stock of the Company and the parties
hereto agree that such offers shall be subject to the following limitations:
(1.) Any third party to whom such Class B Nonvoting stock is
offered must be a duly contracted agent of the Company, and must be properly
licensed to sell insurance, including possessing a Texas insurance agent's
license, resident or nonresident as applicable.
(2.) Xxxxx family shareholders will not transfer Class B
Nonvoting stock to a third party unless the third party shall, prior there to,
execute a Stock Agreement with the Company in the form shown in "Exhibit A"
attached here to, which Stock Agreement limits the ownership and transferability
of such stock and provides for the repurchase of the stock by the Company under
certain prescribed circumstances.
(3.) Xxxxx family shareholders shall not offer Class B Nonvoting
stock to any third party whose acceptance of such offer would result in said
third party and members of his immediate family owning, in the aggregate, stock
in the Company in excess of five percent (5%) of all outstanding shares of stock
of the Company upon such acceptance.
(4.) No Class 13 Nonvoting stock of the Company owned by Xxxxx
family shareholders shall be offered to any third party subsequent to the death
of Xxxxxxx X. Xxxxx unless otherwise mutually agreed upon in writing by the
Company and Stockholder. In the absence of any such agreement, such stock shall
be purchased by the Company under the terms of paragraph "4.b." of this
Agreement, immediately below.
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b. In the event any Xxxxx family shareholder, during his or her
lifetime, desires to sell Class B Nonvoting shares other than to third parties,
as described in "4.a." above, such Xxxxx family shareholder shall in writing
notify the company of such desire. The company shall have an option for 120 days
after receipt of such notice to repurchase such Class B Nonvoting shares from
the party desiring to sell same, at the price per share described in paragraph
"6" below, and on the terms described in paragraph "7" below, as if such shares
were being purchased upon the death of the party desiring to sell same.
c. Upon the death of Xxxxxxx X. Xxxxx:
(1.) All Class B Nonvoting common shares of the Company stock
then owned by Xxxxxxx X. Xxxxx shall be subject to a 120-day first option to
purchase by the Company at the price per share described in paragraph "6" below,
and on the terms described in paragraph "7" below; provided, however, that in
the event Xxxxx X. Xxxxx is specifically given the right in Xxxxxxx X. Xxxxx'x
last will to inherit a portion of Xxxxxxx X. Xxxxx'x separate property interest
in such Class B Nonvoting stock, then Xxxxx X. Xxxxx shall be given the option,
at the death of Xxxxxxx X. Xxxxx, of inheriting and retaining Company Class B
Nonvoting stock in her own name not to exceed five percent (5%) of all of the
outstanding Class B Nonvoting shares of the Company stock. In the event Xxxxx X.
Xxxxx wishes to own such interest of 5% or less and is eligible under the terms
of Xxxxxxx X. Xxxxx'x last will to do so, Xxxxx X. Xxxxx shall so advise the
Company and the Executor of Xxxxxxx X. Xxxxx'x estate, and the Company shall
then only purchase from Xxxxxxx X. Xxxxx'x estate such Class B Nonvoting stock
which, taking into consideration all other purchases of such stock from Xxxxx
family shareholders at the death of Xxxxxxx X. Xxxxx (as described immediately
below), will result in Xxxxx X. Xxxxx owning 5% or less of all of the
outstanding Class B Nonvoting shares of the Company stock when all of such
purchases have taken place.
(2.) All Class B Nonvoting common stock then owned by Xxxxx Xxx
Xxxxx, Xxxxxxx X. Xxxxx XX, and Xxxxx X. Xxxxx shall be subject to a 120-day
option to purchase by the Company at the price per share described in paragraph
"6" below and on the terms described in paragraph "7" below; provided, however,
that in the event any of Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX, or Xxxxx X. Xxxxx
desire to do so, each may retain up to 5% of the outstanding Class B Nonvoting
shares of the Company. In the event any of such parties wishes to retain this
interest of 5% or less, he or she shall so advise the Company and the Company
shall then only have the option to purchase from such party that number of Class
B Nonvoting shares which, taking into consideration all purchases of such stock
from the estate of Xxxxxxx X. Xxxxx and Xxxxx family shareholders at Xxxxxxx X.
Xxxxx'x death, will result in such party continuing to own said 5% or less of
all outstanding Class B Nonvoting shares of the Company stock when all such
purchases by the Company have taken place.
d. Upon the death of any of Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx,
Xxxxxxx X. Xxxxx XX, or Xxxxx X. Xxxxx, after the death of Xxxxxxx X. Xxxxx, the
Executor of the estate of the deceased shall notify in writing the Company and
each of the other surviving Xxxxx family shareholders. The surviving Xxxxx
family shareholders receiving such notice shall have the option for a period of
sixty (60) days after receipt of such notice, to purchase from the estate of the
deceased, in equal shares if more than one party desires to exercise such
option, all of the Class B Nonvoting shares owned by the deceased; provided,
such purchase will not result in any surviving Xxxxx family purchaser owning,
immediately after such purchase, more than 5% of the then outstanding Class B
Nonvoting shares of the Company. If such would be the result, then the purchaser
may purchase that number of shares from the deceased's estate up to an amount
which, when combined with Class B Nonvoting shares already owned by purchaser,
does not exceed such 5% of all outstanding Class B Nonvoting shares. To the
extent this option to purchase Class B Nonvoting shares from the estate of a
deceased Xxxxx family shareholder is not exercised by surviving Xxxxx family
shareholders, then the Company, at the expiration of the sixty (60) days
provided to surviving Xxxxx family members for such exercise, shall have an
additional sixty (60) days option to purchase all, or the remaining, Class B
Nonvoting shares in the estate of the deceased. The price per share for any
sales/purchases made under the terms of this subparagraph shall be the price
described in paragraph "6" below, and on the terms described in paragraph "7,"
below.
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5. All parties here to understand and agree that, in accordance with
Texas law pertaining to incorporated insurance agencies, a Company stockholder
must be licensed as a Texas life insurance agent. In the event any Xxxxx family
shareholder ceases to be so licensed, said party shall be obligated to dispose
of all shares of Company stock, Voting and Nonvoting, owned by him or her, under
the same terms and conditions described herein as if said party's death had
occurred.
6. The Company shall, at least annually, advise the parties hereto
in writing of the price per share which the Company will pay to any and all
shareholders for shares offered to it under its options to purchase, and it is
specifically agreed that this price, as of the most recent date provided by the
Company, shall be the price payable by the Company for any shares purchased by
it pursuant to such options.
7. Payment for Class B Nonvoting shares offered by Xxxxx family
shareholders or their estates to other Xxxxx family shareholders or the Company,
shall be in cash within sixty (60) days of the acceptance of such offer(s).
However, the offering party may, at its sole discretion, arrange with the
purchasing party, for an alternative method of payment.
8. All stock currently owned by Xxxxx family shareholders or any
stock hereafter issued to them shall be legended in accordance with Texas law as
to incorporated insurance agencies and with the following statement:
"The shares represented by this certificate are subject to the provisions
of that certain Stock Agreement executed on March 22, 1983, by and
between Independent Research Agency for Life Insurance, Inc. ("Company"),
and Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX,
and Xxxxx X. Xxxxx, a copy of which Agreement is on file in the Company's
office."
9. This Agreement shall be binding upon the parties hereto, and all
provisions thereof shall inure to the benefit of and shall be binding upon the
heirs, executors, legal representatives, successors, and assigns of the parties
hereto.
10. No amendment, modification, nor waiver of any provision of this
Agreement shall be valid unless made in writing and signed by all parties
hereto.
EXECUTED on this 22nd day of March, 1983.
XXXXX FAMILY SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
----------------------------- --------------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx
/s/ Xxxxx Xxx Xxxxx /s/ Xxxxxxx X. Xxxxx, XX
----------------------------- --------------------------
Xxxxx Xxx Xxxxx Xxxxxxx X. Xxxxx, XX
-----------------------------
Xxxxx X. Xxxxx
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC.
By: /s/ Xxxxx X. Xxxxx Attest: /s/ G. Xxxxxx Xxxxx
----------------------------- ----------------------------
Xxxxx X. Xxxxx, President G. Xxxxxx Xxxxx, Secretary
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ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxxx X. Xxxxx, XX, known to
me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 18th day of March, 1983.
/s/ Xxxx X. Xxxxxx
---------------------------------------
Notary Public
(SEAL)
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxx Xxx Xxxxx, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 21st day of March, 1983.
/s/ Xxxx X. Xxxxxx
---------------------------------------
Notary Public
(SEAL)
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxx X. Xxxxx, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 21st day of March, 1983.
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Notary Public
My Commission Expires 2/13/84
(SEAL)
-6-
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxxx X. Xxxxx, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 21st day of March, 1983.
/s/ Xxxxx X. Xxxxxxxx
---------------------------------
Notary Public
My Commission Expires 2/13/84
(SEAL)
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF _____________ )
COUNTY OF _____________ )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ______________________, known to me to
be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the _______ day of
___________, 19 ___.
---------------------------------------
Notary Public
(SEAL)
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxx X. Xxxxx, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he/she executed the same for the purposes and consideration
therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 22nd day of March, 1983.
/s/ Xxxxxx X. Schomirus
--------------------------------
Notary Public
(SEAL)
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5. All parties here to understand and agree that, in accordance with
Texas law pertaining to incorporated insurance agencies, a Company stockholder
must he licensed as a Texas life insurance agent. In the event any Xxxxx family
shareholder ceases to be so licensed, said party shall be obligated to dispose
of all shares of Company stock, Voting and Nonvoting, owned by him or her, under
the same terms and conditions described herein as if said party's death had
occurred.
6. The Company shall, at least annually, advise the parties hereto
in writing of the price per share which the Company will pay to any and all
shareholders for shares offered to it under its options to purchase, and it is
specifically agreed that this price, as of the most recent date provided by the
Company, shall be the price payable by the Company for any shares purchased by
it pursuant to such options.
7. Payment for Class B Nonvoting shares offered by Xxxxx family
shareholders or their estates to other Xxxxx family shareholders or the Company,
shall be in cash within sixty (60) days of the acceptance of such offer(s).
However, the offering party may, at its sole discretion, arrange with the
purchasing party, for an alternative method of payment.
8. All stock currently owned by Xxxxx family shareholders or any
Stock hereafter issued to them shall be legended in accordance with Texas law as
to incorporated insurance agencies and with the following statement:
"The shares represented by this certificate are subject to the provisions
of that certain Stock Agreement executed on March 22, 1983, by and
between Independent Research Agency for Life Insurance, Inc. ("Company"),
and Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxxxx X. Xxxxx XX,
and Xxxxx X. Xxxxx, a copy of which Agreement is on file in the Company's
office."
9. This Agreement shall be binding upon the parties hereto, and all
provisions thereof shall inure to the benefit of and shall be binding upon the
heirs, executors, legal representatives, successors, and assigns of the parties
hereto.
10. No amendment, modification, nor waiver of any provision of this
Amendment shall be valid unless made in writing and signed by all parties here
to.
EXECUTED on this 22nd day of March, 1983.
XXXXX FAMILY SHAREHOLDERS:
---------------------------- ---------------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx
---------------------------- ---------------------------
Xxxxx Xxx Xxxxx Xxxxxxx X. Xxxxx, XX
/s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE INC.:
By: /s/ Xxxxx X. Xxxxx Attest: /s/ G. Xxxxxx Xxxxx
--------------------------- ----------------------------
Xxxxx X. Xxxxx, President G. Xxxxxx Xxxxx, Secretary
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ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF MASSACHUSETTS )
COUNTY OF SUFFOLK )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxx X. Xxxxx, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he/she executed the same far the purposes and consideration
therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 11th day of April, 1983.
/s/ ILLEGIBLE
--------------------------------------
Notary Public
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF ______________ )
COUNTY OF _____________ )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________________________________, known
to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same far the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the ____ day of _____________,
19___.
-------------------------------------
Notary Public
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF ______________ )
COUNTY OF _____________ )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________________________________, known
to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same far the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the ____ day of _____________,
19___.
-------------------------------------
Notary Public
-6-
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF ______________ )
COUNTY OF _____________ )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________________________________, known
to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same far the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the ____ day of _____________,
19___.
-------------------------------------
Notary Public
ACKNOWLEDGMENT OF STOCKHOLDER
STATE OF ______________ )
COUNTY OF _____________ )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________________________________, known
to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same far the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the ____ day of _____________,
19___.
-------------------------------------
Notary Public
ACKNOWLEDGMENT OF COMPANY PRESIDENT
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxx X. Xxxxx, known to me to be
the person or officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said INDEPENDENT RESEARCH
AGENCY FOR LIFE INSURANCE, INC., a corporation, and that he executed the same as
the act of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the 22nd day of March,
1983.
/s/ Xxxxxx X. Schomirus
-------------------------------------
Notary Public
