The Declaration of Trust as presented to this
meeting (a copy of which, together with the accompanying information
statement, shall be filed with the records of this participant) is
hereby adopted, and this participant shall, and is hereby authorized
and directed to, become a participant in the program and, from time
to time, to invest and withdraw its funds all in accordance with the
provisions of the Declaration of Trust.
For purposes of the investment of monies pursuant
to the program, Joseph T. Young and Peter D. Messina (and their respective
successors) are hereby designated as "authorized officers" of this
participant and are authorized, directed and empowered to effectuate,
from time to time, the investment and withdrawal of funds of this
participant and to otherwise give effect to this participant's rights,
as a participant of the trust described herein, including the right
to vote, from time to time, in accordance with the Declaration of
Trust. Such authorized officers are hereby further authorized, directed
and empowered to take such action and to execute and deliver counterparts
of the Declaration of Trust and any all other documents as they may
deem necessary and appropriate to evidence this participant's approval
of the Declaration of Trust and participation in the program and otherwise
carry out the purpose of this article (the execution of such documents
shall conclusively evidence their approval).
This participant hereby acknowledges and approves
the Trustees of the trust as having official custody of this participant's
funds as are invested in accordance with the Declaration of Trust.