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B. The Corporation's Articles of
Incorporation have been amended to authorize the
issuance of shares of non-voting common stock
having a par value of $100.00 each ("Non-Voting
Shares").
C. The Shareholders wish to exchange their
Voting Shares for an equal number of Non-Voting
Shares and the Corporation desires to issue such
Non-Voting shares in exchange for the
Shareholders' Voting Shares.
D. The Board of Directors of the Corpora-
tion has deemed it advisable and for the mutual
benefit of the Corporation and the Shareholders
that such an exchange occur. Accordingly, the
Board of Directors of the Corporation has
approved an exchange by the Shareholders of their
Voting Shares for an identical number of Non-
Voting Shares.
Agreement
1. Exchange. Each Shareholder shall
transfer all such Shareholder's Voting Shares
to the Corporation. In exchange therefor, their
Corporation shall issue to each Shareholder a
number of Non-Voting Shares equal to the number
of such Shareholder's Voting Shares.
2. Cancellation of Transferred Voting
Shares. At such time as the Shareholders have
transferred their Voting Shares to the Corpora-
tion and, in exchange therefor, received Non-
Voting Shares of the Corporation, the Voting
Shares transferred to the Corporation shall be
cancelled.
3. Miscellaneous.
(a) This Plan and Agreement shall be
construed in accordance with the laws of the
State of Ohio.
(b) Any number of counterparts hereof may
be executed and each such counterpart shall be
deemed to be an original instrument.
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