Letter of Governing Instructions
For Wright Investment Management
WRJGIIT INVESTORS' SERVICE, INC.
440 Wheelers Farms Road
Milford, Connecticut 06460
The undersigned (th e "Client") designates
Wright Investors' Service, Inc. (the "Advisor") to di-
rect at the bank, trust company or other custodian ap-
proved by the Advisor (the "Custodian") the in-
vestment of all property in the Client's account as
provided for in this Leiter of Governing Instructions
forWright Investment Management.
REPRESENTAHONS AND WARRANTIES:
The Advisor is an investment advisor as thai term is
defined in the Investment Advisers Act of 1940 (the
"Act") and registered with the Securities and Ex-
change Commission as provided for in that Act. The
Advisor is a fiduciary as described in the Employee
Retirement Income Security Act of J 974, as amended
("ERlSA"). with respect 10 the Client' s account.
The Adv i sor wi 11 usc its best efforts in the
investment management of the Client' S account but
is not liable for losses resulting from actions taken or
omitted unless such actions are a violation of the se-
curities laws of the United SI:lIt::S or failure 10 dis-
charge the Advisor's fidu ciary responsibilities under
ERJSA.
TI le Advisor has obtained any bond required un-
der Section 412 of ERlSA or any other app licablc
D"c DS__
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law and will continue any such bond for the term of
this Agreement and will provide the Client with
evidence of such coverage upon written request.
PURCHASE AND SALE OF SECURlTlES:
The Client appoints the Advisor agent for the Client
and authorizes and instructs the Advisor to purchase
and sell, in the Advisor's sole and absolute dis-
cretion, Securities for the Client's account which the
Advisor deems advisable and which conform to any
written invest men I guidcli nc s ur polic ics of the
Client which arc auachcd 10 and made pan of this
Agreement. For purposes of' his Agrccmcn l., the term
Securities incl udes:
S tocks and fixed income instruments meet -
ing the quality requirements of the Advi sor,
Funds or investment company shares man-
aged or selected by the Advisor,
Deposi ts in and fixed income obligations of
any bank or financial corporation operating
under the laws of the United Stales or other
governments, and
Other securities which the Client m ay de-
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
subject [0 varying degrees of risk and that the Ad-
visor makes no representation !.h;l\ securities bought
will be profitable. Past performance of the Advisor is
not a guarantee of future results.
DEPOSITS & WlTIIDRAWALS : The Client
will notify the Advisor of a ll cash and securities de-
posited in or withdrawn from the Client's aCCQunL
The Advisor, however. is authorized 1..0 rely and aCI
only upon written or oral notification by the. Cus-
todian of such deposits or withdrawals. The Advisor
is authorized, but not required, to act on the Client's
oral instructions except the Advisor is only author-
ized to aCI on the Client's oral withdrawal instruc-
tions when the instruction is to direct the Custodian
to pay the withdrawal directly 10 the Client or an ac -
count in the Client's name. The Advisor may only di-
rect other withdrawal instructions by forwarding the
Client's written authorization 10 the Custodian.
BROKERS AND COMMISSION COSTS:
The Advisor is authorized 10 place Securi lies orders
for this account with any broker/dealer thai the
Adv isor considers satisfactory for the execution of
investment transactions for its client!'. If the Cus-
todian is a broker/dealer that the Advisor considers
satisfactory, the Client authorizes the Advisor to
place. buy or sell orders with the Custodian. The Ad-
visor may combine purchase and sale transactions for
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
of the Client and other clients of the Advi sor but it
does not in any way impair the se g re ga tio n of the
property in the Client's account.
The CI icnt recognizes thai many of the: broker/
dealers with whom the Advisor normally places buy
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
c usto mers , find th ai s o me broker/dealers may. in
reciprocity for brokerage placed with (hem by the
Advisor, also provide the Advisor with speci alized
services which aIC utilized in the Adv isor' s invest-
ment collection and analytical processes . The Ad-
visor may place buy or sell orders for this account
with such broker/dealers or with the broker/dealer. if
any, who introduced the Client to the Advisor,
provided that such broker/dealer is considered by the
Advisor as satisfactory for the execudon of invest-
mcnt tran sactions for its clients; that the brokerage
commission charges and discounts are substantially
the same as those made by other broker/dealers util-
ized by tbe Advisor and not excessive in relation 10
the rates which arc generally charged for similar
transactions in the securities industry; and that, in the
best judgment of the Advisor. the best ioterestsof the
Client and other clients arc nOI adversely affected .
These provisions are believed by the Advisor to be in
full compliance with Section 28(e) of the Securities
Exchange Act of 1934.
LIMITED POWER OF ATTORNEY; This
Agreement constitutes a continuing Power of At-
turney applying a nd limited to an>, and a ll future
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
this Agreement. This Power of Attorney shall not be
affected by any change in the Client's organization,
and shall continue in effect until the Advisor receives
written notification from the Client thal this Power of
Attorney has been revoked. The Advi sor as Agent
will always act and bind the undersigned upon the in-
struction of its president or of anyone of its officers
or employees, as from time to time designated for
lhis purpose by iLS president.
VERIFICATION OF STATEMENTS: The
Cli ent authorizes the Advi sor, as ngcn: of the Client,
10 receive information from the Custodian for the
purpose of reconciling reports prepared by the
Custodian in response 10 any transactions or actions
by the C ustod ian for. or purporting 10 be for . the
Client's account.
REPORTS: At least quarterly the Advisor will
provide 10 the Client a Ii nancial report of the Client' S
account which wi II include all assets in the account
as of the e nd of the quarter and their fair market
value, as well as all transactions involving tJ1C ac-
count durin g the quarter. Al other reasonable times,
CONFIDENTIAL
WIS020575
the Advisor will provide. at the Client's request. ad-
ditional information and advice 10 the Client regard.
ing the Client's account, This information may be
provided by mail, telephone or in person and, at the
Advisor's discretion, by client service officers and
employees of either the Advisor Or of a bank or other
fiduciary organization compensated by the Advisor
for this purpose.
PROXIES: Except as provided in this para-
graph, the Advisor will vole all prox ies for securities
held in the Client's account, At the Client's request
the Advisor will provide the Client with a proxy
voting record for securities held in the Client's
account, If the Client or another designee is author-
ized to vote the proxies, the Client will provide the
Advisor with verification acceptable to the Advisor,
including in structions, that the Advisor is not
aothorized to vote the proxies.
ADVISOR'S FEE: The Advisor will charge a
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
of property. deposited in the account at the time the
Client's account is established . Generally, when
accounts arc established they are billed in advance
pro rata through the end of the calendar quarter
following the quarter in which the initial deposit is
made. Thereafter, accounts are generally billed quar-
terly in advance. based on the market va lue of all
property in the Client's account at the end of the pre-
ceding calendar quarter, in accordance with ihc
Advisor's current schedule of fees. There will be a
pro-rated charge for additional deposits of cash or
Securities made during a billing period.
The Advisor will bill the Custodian for se rvice s
provided 1O the Client's account unless otherwise di -
rected by the Client. The Cu stodian will promptly
pay the Advisor for serv ices provided to the Client's
account by charging the Cli e nt' s account,
Except as may be permitted by rule or order of
rbc applicable state regulatory authority, the Advisor
shall not be compensated 00 the basis of a share of
capital gains upon or capital appreciation of the funds
or any portion of the funds or the Client.
The Advisor will give the Client 90 days' written
notice of a change in the schedule of fees applicable
to the Client's account, The new fee schedule will
automatically come into effect for the Client's ac-
count in accordance with the 90-day notice provision
unless the Cl ient provides written notice to the Ad -
visor that the account is not to continue under the
new fee schedule.
SPECIAL INSTRUCTIONS; The Client may
submit special instructions to the Advisor at any
time. Special insrrucrions become pan of this Agree--
ment only upon written acceptance by the Advisor.
Except as provided elsewhere in this Agreement, the
Advisor is authorized. but not required. 10 act upon
the Client's oral special instructions.
ASS1GNIVlENT: This Agreement may not be
assigned by either party without written consent of
the other and contemporaneous written notification
of the assignment by either party to the Custodian.
TERMINAT10N: Client may terminate this
Agreement without penalty within five business days
of signing it, This Agreement may be terminated by
either party upon written notice to the other. Upon
termination , the Client will promptly pay, or cause
the Custodian to pay. any fees due to the Advisor.
The Advisor will refund any prepaid fees allocable to
periods after the dale of termination. The Advisor
will direct Inc Custodian LO dispose of the property in
the Client 's account in accordance with the Client's
written directions for disposition of thc account, The
Advisor will issue a final report as of the termination
dale of the account which will contain at least such
information a s is contained in its quarterly reports.
NOTICES: The Advisor is not bound by any
notice of or demand made with respect to this Agree-
ment unless such notice or d emand is in writing to the
Advi sor and signc<.l by (he Cli ent or the Client's legal
representative. The Advi sor may rely conclusively
and is protected in acting upon any wriuen or oral no-
lice request. consent, j nstruction or other instrument
reasonably believed by the Advisor in good faith to
be genuine or s ig ned by the proper person or duly au-
thorized or properly made.
CONFIDENTIAL
WlS020576
 SEVERABILITY: If any term of this Agree-
ment is construed as invalid or unenforceable, the re-
mainder of this Agreement shall not be affected by
such determinacion and the remaining terms of this
Agreement will be valid and enforceable to the filiI
extent of the law.
GOVERNING LA W: This Agreement is
governed by and construed in accordance with the
laws of the State of Connecticut now in effect or as
from time 10 time amended. unless Connecticut law
is pre-empted by Federal laws then in effect.
The Client acknowledges receipt of Di sclosure Re-
port in lieu of Part II of SEC Form AnY.
The designated Introducer or Service Associate, if
any, will be paid a fcc by the Advisor. There is no
additional cost 10 the Client due to this arrangement,
Current Fee Schedule attached as Exhibit _
Investment Policy Statement attached as Exhibit
Client Information or Supplem ental Information
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