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on the books of the Company, for the period f rom April 1, ;~ ~ 1943 to March 31, 1945, the current servic e contribution ~ at the rate of .0456, as previously estimated by the ; Actuary, and the Company has been paying to the Trustee ! und er the Pension Plann on said basis. As soon as the data can be furnished to the Actuary and he establishes the new rate, proper adjustments will be made. Mr. Hanson requested the approval of the Board on the action so taken, which approval was granted. There was submitted to the meeting the Annual Report of the Company, including f inancial statements (unconsolidated) for the fiscal year ended March 31, 1945, certified by Messrs. Lybrand, Ross Bros. and Montgomery, certified public accountants, and also their opinion and computation of the Company's Management Bonus based upon income for the fiscal year ended March 31, 1945. After examination of these reports, the following resolutions were presented to the meeting, duly moved and seconded, and unanimously adopted: RESOLVED, that the Financial Statements (unconsolidated) for the fiscal year ended March 31, 1945, as certified by Messrs. Lybrand, Ross Bros. and Montgomery, certified public accountants, together with their opinion and computation of the Company's Management Bonus, be approved and placed on file; and BE IT FUR THF,R RESOLVED, that the provision for Management Bonus in the sum of t152, 002 • 34, as determined by the said certified public accountants, and made on the books of the Company applicable to the period from April 1, I9,1w1+ toTr1arch31, 1945, and payable In accordance with the terms of the «.anagement

ll Bonus resolutions adopted by this Board at a meeting held on February 23, 1937, as amended and-'modified by resolutions adopted at a meeting of said Board held on June 17, 1937, and ratified and approved by the Stockholders at the Annual Meeting of Stockholders of the Company held on July 20, 1937, be cnd the same hereby is approved; and BE IT FURTHER RESOLVED, that Messrs. 0. H. Chalkley, A. E. Lyon, K. H. Rockey, H. E. Riddell and W. B. Ryan, Jr., all members of this Board of Directors, be appointed a Committee to designate the officers and em- ployees of the Company who shall participate, and the extent of their respective participation, inthe distribution of the Bonus monies avail- able under the Management Bonus Plan above referred to. Mr. Brauburger thereupon presented to the meeting the following resolutions which, on motion duly made and seconded, were unanimously adopted: RESOLVED that, in the judgment of the Board of Directors, it is deemed advisable that the first complete paragraph of article FOURTH of the Amended Certificate of Incorporation of the Company be further amended so that the same shall read as follows: "FOURTH: The minimum amount of capital stock of the Corporation shall be Three Hundred Dollars ($300) divided into sixty (60) shares of the Common Stock of the par value of Five Dollars R5) each, and the maximum amount of the capital stock of the Corporation shall be Fifty Million Dollars (450,000,000), divided into three million three hundred fifty thou sand (3,350,000) shares, of whichthree million (3,000,000) shares shall be Common Stock of the par value of Five Dollars (0) each and three hund red fifty thou sand (350,000~ shares shall be Cumulative Preferred Stock of the par value of One Hundred Dollars ($'100) i each, issuable in series (hereir_after re- ferred to as "Preferred Stock"). Of the 3,000,000 shares of Common Stock, 1,998,470 shares shall be issued t:J the holders of ; the exis ting Cowon Stocic of th e Corporation J I u

Ir form of Letter to be sent to Stockholders, all as presented to this meeting, be and the same hereby are approved, with such changes as the officers of the Company, with the advice of Counsel, may deem necessary and proper. RESOLVED FURTHER, that the Annual Report (unconsolidated) of the Company to its Stock- holders for the fiscal year ended March 31, 1945, including financial statements, as sub- mitted to this meeting, be and the same hereby is approved. RESOLVED FURTHER, that at least twenty (20) days before said Annual Meeting, the proper officers of the Company be and they hereby are directed to cause a copy of such Notice of Annual Meeting, Proxy, Proxy Statement and Letter to be mailed to each holder of Common Stock of record at the close of busi- ness on June 12, 1945, and to cause a copy of such Notice and Proxy Statement to be mailed to each holder of Preferred Stock of record at the close of businoss on the aforesaid date, and to enclose a copy of the said Annual Report (unconsolidated) for the fiscal year ended March 31, 1945, with the afore- mentioned Notice of Annual Meeting sent to each holder of Common and Preferred Stock. RESOLVED F'URTHER, that the proper officers of the Company be,and they hereby are, directed to notify the New Yor k Stock Exchange of the record date and the purposes of said Annual Meeting of Stockholders, and to send copies of said Notice, Proxy, Proxy Statement and Letter to be filed with the New York Stock Exchange and the Securities and Exchange Commission, and that copies of th.e said Annual Report be mailed to, but not filed with, the Secur ities and Exchange Commission and New York Stock Exchange, with a statement to each that such Annual Repor t is not to be considered as proxy soliciting material or as a communication by means of which any solicitation is to be made. RESOLVED FURTHER, that if the pr oposed amend- ment shall be approved, the Board of Directors suggests to the holders of the Common Stock that at said Annual Meeting said Stockholders fix October 1, 1945 as the date after which no holder of the presently issued Common Stock V, I i!

Ij of the Company shall possess or exercise any rights in respect of such shares, until, sur- render thereof shall have been made and certificates for new Common Stock of the par value of Five Dollars (0) per sbare shall have been issued therefor. RESOLVED FURTHER, that subject to the afore- mentioned Amendment becoming effective, each certificate representing one or more shares of Common Stock of the par value of Ten Dollars ($10) each, presently outstanding, will represent the right to receive twice that number of shares of Common Stock as authorized by said Amendment. After the said date to be fixed by the Stockholders, no certificate representing a share or shares of the Common Stock of the par value of Ten Dollars 410) each, will be recognized for any purpose until surrendered and a certifi- cate or certificates for new Common Stock of the par value of Five Dollars 45) each shall be issued therefor. The proper officers of the Company are hereby directed to notify the holders of Common Stock of the date so fixed at the Stockholders Meeting as soon as possible. RESOLVED FURTHER, tha t at any t ime af t er the said Amendment has become ePfective, whether before or after the aforesaid date to be fixed by the Stockholders, upon:presentation and surrender of each certificate representing one or more shares of Common Stock of the par value of Ten Dollars (~10) per share, to the Transfer Agent of the Company for transfer or exchange, the Company will issue or cause to be issued a new certif icate or certific ates representing the appropriate number of shares of Common Stock of the par value of Five Dollars M) each; provided, however, that until new forms of certificates expressed to represent shares of Common Stock of the par value of Five Dollars W) each have been prepared and are ready for delivery, the Company may issue or cause to be issued certificates for Common Stock in the form heretofore in~ use, but bearing a legend referring to said Amendment. I I ~ (. ~

i RESOLVED FURTHER, that the President and any Vice-President, Secretary or Assistant Secre- tary of the Company, be and they hereby are authorized, empowered and directed to make application to the Securities and Exchange Commission for registration under the Securities Exchange Act of 1934 of the shares of Common Stock of the par value of t5 per share to be issued to the holders of existing Common Stock of the Company of the par value of $10 per share on the basis of two shares of such new Common Stock of the par value of $5 per share for each share of existing Common Stock of the par value of $10 per share; and they hereby are authorized, empowered and directed to prepare the appropriate application for registration on Form 8A and to file the same with the Securities and Exchange Com-- mission and the New York Stock Exchange, with such request for acceleration as may be necessary or proper. RESOLVED FURTHER, that application be made to the New York Stock Exchange for the list- ing of 1,998,470 shares of Common Stock of the par value of $5 per share, and that Mr. L. G. Hanson, Vic e-Presid ent and Treasurer, be designated by the Company to appear before the Committee on Stock List of said Exchange, with authority.to make such..-hanges in said Applicationt or in any agreements relative thereto as may be necessary to conform with requirements for listing. RESOLVED FURTHER, that the President, any Vice-President, Secretary or Assistant Secretary of the Compan;, be and they hereby are authorized, empowered and direct- ed to do all acts and things and to prepare and execute and deliver such documents, in- cluding letters of inatructions, as they may deem necessary or proper in connection with the registration, listing and issuance of such shares of Common Stock.