EXHIBIT S
CONSENT AND AMENDMENT
To ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & Co.:
I hereby acknowledge that the voting arrangements to which I was subject
pursuant to any of the following agreements or certificates (collectively, the
"Agreements") have been duly and validly terminated as to all shares of common
stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & Co. owned by me:
1. Stockholders' Agreement, dated as of February 14, 1986, as
amended (the "Stockholders' Agreement"), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ & Co. (the "Company"), as successor to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group
Inc. ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group"), and each of the stockholders of the
Company who is a party thereto.
2. Each nonqualified stock option agreement, including all
appendices and amendments thereto and each voting agreement entered
into pursuant thereto, under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group 1986 Stock
Option Plan, as amended.
3. Each award agreement, including all appendices and amendments
thereto and each voting agreement entered into pursuant thereto,
under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Performance Unit Plan, as amended.
4. Each award agreement or certificate (including, without
limitation, each option agreement, stock unit agreement, stock
restriction agreement, option certificate and stock unit
certificate), including all appendices and amendments thereto and
each voting agreement entered into pursuant thereto under the ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Group 1988 Equity Incentive Compensation Plan, as amended.
5. Each award agreement or certificate (including without limitation
each option agreement, stock unit agreement, stock restriction
agreement, option certificate and stock unit certificate), including
all appendices and amendments thereto and each voting agreement
entered into pursuant thereto under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group 1995
Equity Incentive Compensation Plan, as amended.
6. Each voting agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group and the
former general partners of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP ("MAS")
entered into in connection with the acquisition of MAS by ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Group.
7. Each voting agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group and senior
officers of ▇▇▇ ▇▇▇▇▇▇ American Capital, Inc. ("VKAC") entered into
in connection with the acquisition of VKAC by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group.
8. Voting Agreement, dated as of March 5, 1991 by and among ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Group, State Street Bank and Trust Company, as trustee, and
each of the stockholders of the Company a party thereto.
I ratify and consent to (i) the termination of any voting arrangements
imposed upon me pursuant to any of the foregoing Agreements applicable to me,
(ii) my release from the Stockholders' Agreement, if applicable, and the
termination of my rights and obligations under any voting agreement to which I
am a party and (iii) the release of all stockholders who are party to the
Agreements and who hold titles with the Company or any of its subsidiaries of
Principal (or its equivalent) from the voting arrangements of the Agreements.
