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MAJOR STOCKHOLDERS' VOTING TRUST
AMENDMENT TO VOTING TRUST AGREEMENT
Sections 7 and 8 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 as amended April 3, 1991, May 30, 1991 and March 2,
2000 are hereby further amended as set forth below.
Sections 7 and 8 are amended to read in full as follows:
"7. TERM OF TRUSTEES; ELECTION OF SUCCESSOR TRUSTEES. The Stockholders
shall be divided into two groups, one group for Xxxxxxxx X. Xxxxxxxx and her
descendants (the "Xxxxxxxx Group") and one group for Hope H. van Beuren and her
descendants (the "van Beuren Group"). Each Group shall have a Representative as
follows: Xxxxxxxx X. Xxxxxxxx will be the Representative of the Xxxxxxxx Group
and Hope H. van Beuren will be the Representative of the van Beuren Group. Each
Group (acting through its Representative) shall be entitled to designate one
Family Trustee and upon the termination of the trusteeship of such Family
Trustee, a successor Family Trustee representing such Group. One individual may
act as the Family Trustee for one or more Groups. As of the date of this
Amendment, Xxxx X. van Beuren has been designated as the Family Trustee for the
van Beuren Group. The initial term of office of each Trustee shall continue
until June 30 of each year and for successive one-year terms thereafter. At the
expiration of the term of office, the Representative of each Group may appoint
an individual to act as Family Trustee for such Group. The Representatives
acting unanimously shall have the right to appoint the initial and successor
Non-family Trustee. The term of each Trustee shall continue until his or her
successor is appointed hereunder. Only descendants of Xxxx X. Xxxxxxxx, Xx., or
the spouses of such persons, shall be eligible to serve as a Family Trustee. A
Trustee must be 30 years of age or older.
"8. VACANCIES. Any Trustee may resign by delivering a written
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resignation to the other Trustee or Trustees and if desired a successor Trustee
may be designated as set out above. Upon a vacancy created by the death or legal
incompetence of a Trustee, if desired such vacancy may be filled as set out
above. Until such appointment is made, the Trustee or Trustees then acting
hereunder shall have authority to vote the Shares and take all other action
which may be contemplated hereunder."
Dated: January 24, 2001
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
Representative of Xxxxxxxx
Group
/s/ Hope H. van Beuren
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Hope H. van Beuren
Representative of van Beuren
Group
AGREED TO:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Trustee
/s/ Xxxx X. van Beuren
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Xxxx X. van Beuren
Trustee
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