Wright Investors' Service

Wrighl lnrernational Financial Center Phone: (203) 333·6666

1000 Lafayeue Boulevard, Bridgeport, Connecticut 06604 USA Fax: (203) 330·5001

February 22, 1994

Mr. Joseph L. Bruno

89 Bulson Road
Troy, New York 12180

RE: Referral Agreement

Dear Mr. Bruno:

The Winthrop Corporation d/b/a} Wright Investors' Service (WIS), being a duly
registered investment adviser, agrees to pay you a referral fee in accordance with
standard practices and as provided in Schedule A attached, for each investment
advisory account WIS opens as a result of a referral by you. provided that:

(a) You are not currently and have never been (i) subject to any order,
judgment or decree issued by the Securities and Exchange
Commission; or (ii) convicted by any court of any felony or
misdemeanor involving any form of deception (as defined in Section 203
of the Investment Adviser's Act of 1940).

(b) You will provide impersonal services only. Your role will be limited to
finding and referring prospective investment advisory clients to WIS . For
solicitation purposes, you may use only such written materials as
provided to you by W1S and you may only make oral statements which
do not purport to meet the specific needs of any specific client.

(c) The prospective investment advisory client acknowledged that he/she

has been referred to WIS by you .

It is understood and agreed that you shall all state and Federal taxes as may be
due for the services rendered by you pursuant to this Agreement.

CONFIDENTIAL
WTS000228
GOVERNMENT
EXHIBIT

In Investments, Quality Counts . . . ana Keeps On Counting GC-4

If this letter accurately reflects your understanding of the terms of your agreement
with WIS, please acknowledge your acceptance by signing it below in the space
provided.

Sincerelyt-...

~~~
Albert L Meric, Jr., A
Executive Vice Pr sident

aim/cd

Agreed to this 1s t day of March , 1994.

~~~
~atur
- Joseph L. Bruno
Name (Referral Agent)

Attached: Schedule A

bruno.294
CO~F\DEN'I1AL
W15000229
 SCHEDULE A

WIS will pay a portion of its investment management fees for referrals meeting all of
the requirements in the attached letter of understanding. A referral fee will be paid
for those clients who have retained WIS as an investment advisor as a result of
having been referred to WIS by the Referral Agent.

The referral fee paid by WIS shall be equal to a percentage of the fee paid by the
client to WIS and shall be paid quarterly in arrears and the percentage paid will be
as follows:

12 Month Billing Period % Paid to Referral Agent

1st Year 10%

2nd Year 10%
3rd Year 10%

C()NFIDENTIAL
WIS000230