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Letter of Governing Instructions

For Wright Investment Management

WRJGIIT INVESTORS' SERVICE, INC.


440 Wheelers Farms Road
D"c DS__
~bJ-=--
Milford, Connecticut 06460

The undersigned (th e "Client") designates law and will continue any such bond for the term of
Wright Investors' Service, Inc. (the "Advisor") to di- this Agreement and will provide the Client with
rect at the bank, trust company or other custodian ap- evidence of such coverage upon written request.
proved by the Advisor (the "Custodian") the in-
vestment of all property in the Client's account as
PURCHASE AND SALE OF SECURlTlES:
provided for in this Leiter of Governing Instructions
The Client appoints the Advisor agent for the Client
forWright Investment Management.
and authorizes and instructs the Advisor to purchase
and sell, in the Advisor's sole and absolute dis-
REPRESENTAHONS AND WARRANTIES: cretion, Securities for the Client's account which the
The Advisor is an investment advisor as thai term is Advisor deems advisable and which conform to any
defined in the Investment Advisers Act of 1940 (the written invest men I guidcli nc s ur polic ics of the
"Act") and registered with the Securities and Ex- Client which arc auachcd 10 and made pan of this
change Commission as provided for in that Act. The Agreement. For purposes of' his Agrccmcn l., the term
Advisor is a fiduciary as described in the Employee Securities incl udes:
Retirement Income Security Act of J 974, as amended
("ERlSA"). with respect 10 the Client' s account. S tocks and fixed income instruments meet -
ing the quality requirements of the Advi sor,
The Adv i sor wi 11 usc its best efforts in the
Funds or investment company shares man-
investment management of the Client' S account but
aged or selected by the Advisor,
is not liable for losses resulting from actions taken or
omitted unless such actions are a violation of the se- Deposi ts in and fixed income obligations of
curities laws of the United SI:lIt::S or failure 10 dis- any bank or financial corporation operating
charge the Advisor's fidu ciary responsibilities under under the laws of the United Stales or other
ERJSA. governments, and
TI le Advisor has obtained any bond required un- Other securities which the Client m ay de-
der Section 412 of ERlSA or any other app licablc posit or author ize in writing.

EMYLOYEE DENEFlT & oriran E1U$A ACCOUNTS

GOVERNMENT
CONFIDENTIAL
EXHIBIT
W1S020574

GM -3
The Client recognizes that all investments arc visor may place buy or sell orders for this account
subject [0 varying degrees of risk and that the Ad- with such broker/dealers or with the broker/dealer. if
visor makes no representation !.h;l\ securities bought any, who introduced the Client to the Advisor,
will be profitable. Past performance of the Advisor is provided that such broker/dealer is considered by the
not a guarantee of future results. Advisor as satisfactory for the execudon of invest-
mcnt tran sactions for its clients; that the brokerage
commission charges and discounts are substantially
DEPOSITS & WlTIIDRAWALS : The Client the same as those made by other broker/dealers util-
will notify the Advisor of a ll cash and securities de- ized by tbe Advisor and not excessive in relation 10
posited in or withdrawn from the Client's aCCQunL the rates which arc generally charged for similar
The Advisor, however. is authorized 1..0 rely and aCI transactions in the securities industry; and that, in the
only upon written or oral notification by the. Cus- best judgment of the Advisor. the best ioterestsof the
todian of such deposits or withdrawals. The Advisor Client and other clients arc nOI adversely affected .
is authorized, but not required, to act on the Client's These provisions are believed by the Advisor to be in
oral instructions except the Advisor is only author- full compliance with Section 28(e) of the Securities
ized to aCI on the Client's oral withdrawal instruc- Exchange Act of 1934.
tions when the instruction is to direct the Custodian
to pay the withdrawal directly 10 the Client or an ac -
LIMITED POWER OF ATTORNEY; This
count in the Client's name. The Advisor may only di-
Agreement constitutes a continuing Power of At-
rect other withdrawal instructions by forwarding the
turney applying a nd limited to an>, and a ll future
Client's written authorization 10 the Custodian.
transactions relating to the Clicnr's account. This
Power of Attorney designates the Advisor as Agent,
subject 10 the orders and instruction s contained in
BROKERS AND COMMISSION COSTS: this Agreement. This Power of Attorney shall not be
The Advisor is authorized 10 place Securi lies orders
affected by any change in the Client's organization,
for this account with any broker/dealer thai the
and shall continue in effect until the Advisor receives
Adv isor considers satisfactory for the execution of
written notification from the Client thal this Power of
investment transactions for its client!'. If the Cus-
Attorney has been revoked. The Advi sor as Agent
todian is a broker/dealer that the Advisor considers
will always act and bind the undersigned upon the in-
satisfactory, the Client authorizes the Advisor to
struction of its president or of anyone of its officers
place. buy or sell orders with the Custodian. The Ad-
or employees, as from time to time designated for
visor may combine purchase and sale transactions for
lhis purpose by iLS president.
the Clienl's account with similar transactions for
other accounts directed by the Advisor whenever. in
the discretion of the Advisor, it is In the best int erests VERIFICATION OF STATEMENTS: The
of the Client and other clients of the Advi sor but it Cli ent authorizes the Advi sor, as ngcn: of the Client,
does not in any way impair the se g re ga tio n of the 10 receive information from the Custodian for the
property in the Client's account. purpose of reconciling reports prepared by the
Custodian in response 10 any transactions or actions
The CI icnt recognizes thai many of the: broker/ by the C ustod ian for. or purporting 10 be for . the
dealers with whom the Advisor normally places buy Client's account.
or se ll ord ers als o purchase inves tmen t services from
the Advisor for their own u se or on behalf of their REPORTS: At least quarterly the Advisor will
c usto mers , find th ai s o me broker/dealers may. in provide 10 the Client a Ii nancial report of the Client' S
reciprocity for brokerage placed with (hem by the account which wi II include all assets in the account
Advisor, also provide the Advisor with speci alized as of the e nd of the quarter and their fair market
services which aIC utilized in the Adv isor' s invest- value, as well as all transactions involving tJ1C ac-
ment collection and analytical processes . The Ad- count durin g the quarter. Al other reasonable times,

CONFIDENTIAL
WIS020575
the Advisor will provide. at the Client's request. ad- The Advisor will give the Client 90 days' written
ditional information and advice 10 the Client regard. notice of a change in the schedule of fees applicable
ing the Client's account, This information may be to the Client's account, The new fee schedule will
provided by mail, telephone or in person and, at the automatically come into effect for the Client's ac-
Advisor's discretion, by client service officers and count in accordance with the 90-day notice provision
employees of either the Advisor Or of a bank or other unless the Cl ient provides written notice to the Ad -
fiduciary organization compensated by the Advisor visor that the account is not to continue under the
for this purpose. new fee schedule.

PROXIES: Except as provided in this para- SPECIAL INSTRUCTIONS; The Client may
graph, the Advisor will vole all prox ies for securities submit special instructions to the Advisor at any
held in the Client's account, At the Client's request time. Special insrrucrions become pan of this Agree--
the Advisor will provide the Client with a proxy ment only upon written acceptance by the Advisor.
voting record for securities held in the Client's Except as provided elsewhere in this Agreement, the
account, If the Client or another designee is author- Advisor is authorized. but not required. 10 act upon
ized to vote the proxies, the Client will provide the the Client's oral special instructions.
Advisor with verification acceptable to the Advisor,
including in structions, that the Advisor is not ASS1GNIVlENT: This Agreement may not be
aothorized to vote the proxies. assigned by either party without written consent of
the other and contemporaneous written notification
ADVISOR'S FEE: The Advisor will charge a of the assignment by either party to the Custodian.
fee for its services provided under this Agreement in
accordance with the attached schedule of fees th::!t is
computed on the basis of the cash and market value TERMINAT10N: Client may terminate this
of property. deposited in the account at the time the Agreement without penalty within five business days
Client's account is established . Generally, when of signing it, This Agreement may be terminated by
accounts arc established they are billed in advance either party upon written notice to the other. Upon
pro rata through the end of the calendar quarter termination , the Client will promptly pay, or cause
following the quarter in which the initial deposit is the Custodian to pay. any fees due to the Advisor.
made. Thereafter, accounts are generally billed quar- The Advisor will refund any prepaid fees allocable to
terly in advance. based on the market va lue of all periods after the dale of termination. The Advisor
property in the Client's account at the end of the pre- will direct Inc Custodian LO dispose of the property in
ceding calendar quarter, in accordance with ihc the Client 's account in accordance with the Client's
Advisor's current schedule of fees. There will be a written directions for disposition of thc account, The
pro-rated charge for additional deposits of cash or Advisor will issue a final report as of the termination
Securities made during a billing period. dale of the account which will contain at least such
information a s is contained in its quarterly reports.
The Advisor will bill the Custodian for se rvice s
provided 1O the Client's account unless otherwise di - NOTICES: The Advisor is not bound by any
rected by the Client. The Cu stodian will promptly notice of or demand made with respect to this Agree-
pay the Advisor for serv ices provided to the Client's ment unless such notice or d emand is in writing to the
account by charging the Cli e nt' s account, Advi sor and signc<.l by (he Cli ent or the Client's legal
representative. The Advi sor may rely conclusively
Except as may be permitted by rule or order of and is protected in acting upon any wriuen or oral no-
rbc applicable state regulatory authority, the Advisor lice request. consent, j nstruction or other instrument
shall not be compensated 00 the basis of a share of reasonably believed by the Advisor in good faith to
capital gains upon or capital appreciation of the funds be genuine or s ig ned by the proper person or duly au-
or any portion of the funds or the Client. thorized or properly made.

CONFIDENTIAL
WlS020576
SEVERABILITY: If any term of this Agree- The Client acknowledges receipt of Di sclosure Re-
ment is construed as invalid or unenforceable, the re- port in lieu of Part II of SEC Form AnY.
mainder of this Agreement shall not be affected by
The designated Introducer or Service Associate, if
such determinacion and the remaining terms of this any, will be paid a fcc by the Advisor. There is no
Agreement will be valid and enforceable to the filiI additional cost 10 the Client due to this arrangement,
extent of the law.
Current Fee Schedule attached as Exhibit _
GOVERNING LA W: This Agreement is
governed by and construed in accordance with the Investment Policy Statement attached as Exhibit
laws of the State of Connecticut now in effect or as
from time 10 time amended. unless Connecticut law Client Information or Supplem ental Information
is pre-empted by Federal laws then in effect. auacbcd as Exhibit _

Social Security or Federal ill:


13 ~C03l}( 0: {

Names & Titles of Those Signing Agreement


(Please Print)

(1) Name ~ 1), NL-crt'f'(j61o


Titl;\r u.s=+e-e
(2) N~fa;Omt. 81£ era
TillcJ_O~_
(3) Name _
Signanu e
Titlc _

(4) Name _
Signauu e
Tillc _

Introducer or Service Associate I3y: Wrighl Investors' Service, Inc .


for this Account:

Joxph W- ~2i6 1t4:u' i~lerr_~~~~~~-


1

Custodian ~lJ~ S-fa/l~ nat,


9GOB oeGl£RlSA

CONFIDENTIAL
WrS020577