AGREEMENT AND LIMITED POWER OF ATTORNEY made this day ...

AGREEMENT AND LIMITED POWER OF ATTORNEY made this day___________ 2012_______ ofBETWEEN_______________________________________________________________________, acompany duly registered under the laws of the Federal Republic of Nigeria of_______________________________________________________________________,Nigeria State [hereinafter referred to as the “THE BROKER” which expression shall wherethe context so admits include its successors-in-title] of the one partAND_______________________________________________________________________, acompany duly registered under the laws of the Federal Republic of Nigeria of_______________________________________________________________________,Nigeria State [hereinafter referred to as the “THE CUSTOMER” which expression shallwhere the context so admits include its successors-in-title] of the second partWHEREAS:A. The Broker offers eligible customers the ability to lend out certain of their fully-paidand excess margin securities of securities to the Broker or through the Broker to othermarket participants who wish to use these securities for short selling or otherpurposes.B. The Customer will grant discretion to the Broker to initiate, manage and terminateFully-Paid Securities loans between the Customer and the Broker or the Customer andother Market Participants through the Broker.C. The Customer represents that it has received and read the separate disclosuredocument provided by Broker and the Customer has determined that the benefits andrisks of participating in the program are consistent with its financial circumstances,investment objectives and risk tolerance.D. In order to participate in the Broker’s Securities Lending Program, the Customer mustexecute this Agreement and Power of Attorney and the Customer must also executethe Broker’s Limited Customer Agreement and the Global Master Securities LendingAgreement for Fully-Paid Lending. All of the terms of the Broker’s CustomerAgreement and the Global Master Securities Lending Agreement for Fully-PaidLending are applicable to the transactions between the Customer and the Brokerpursuant to the Broker’s Securities Lending Programme, but if this Agreement andPower of Attorney is inconsistent with any terms in those agreements, this Agreementis controlling and takes precedence.NOW THIS DEED WITNESSETH:INTERPRETATION1. “Fully-paid securities” are securities in a customer's account that have beencompletely paid for.

2. “Excess-margin securities” are securities that have not been completely paid for, butwhose market value exceeds 140% of the customer's margin debit balance(collectively hereafter “Fully-Paid Securities” or “Fully-Paid Securities”) for whichthe Customer will receive Loan Fees and for which the Customer will pay a certainpercentage of those Loan Fees back to ____________________ as a Management Feefor the Broker’s services in selecting the Fully-Paid Securities to be loaned out,initiating and terminating the transactions and managing the transactions while theyare ongoing.POWER OF ATTORNEY3. The undersigned Customer hereby authorizes the Broker as the Customer’s agent andattorney-in-fact to use its discretion to examine the Fully-Paid Securities in theCustomer’s Account and to take all necessary steps to initiate, manage and terminateloans of Fully-Paid Securities between the Customer as Lender and the Broker asBorrower pursuant to the Global Master Securities Lending Agreement.4. The undersigned Customer grants the Broker sole discretion to evaluate factors thatthe Broker considers relevant in determining whether any of the Fully-Paid securitiesin the Customer’s portfolio can be loaned to the Broker or through the Broker to othermarket participants in the securities lending market on terms that are mutuallyadvantageous to the Customer and to the Broker, taking into account various factorsaffecting the market and the potential transaction, such as potential size and durationof the loan, the nature of the security and of various market factors affecting thesecurity, prevailing market rates, the Broker’s other customers’ positions and lendinginterests, identity and availability of potential secondary borrowers of the securitiesfrom the Broker in the securities lending markets, and other conditions relevant to thepotential loan.5. The undersigned Customer grants the Broker sole discretion to determine the loanrates at which the Broker will borrow Fully-Paid securities from the Customer, takinginto account factors such as prevailing rates in the market for loans of various sizes,rates that the Broker may be paid by its affiliates or third parties for the Brokerlending the securities on to the securities lending markets, the other Broker’scustomers’, Brokers affiliates’ or third parties’ needs for the securities, and otherrelevant factors.6. The Customer authorizes the Broker to change the rate at the Broker’s sole discretionbased on changes in the above factors. Loan rates may change frequently (as often asdaily) due to the nature of the securities lending markets and may involve changesdownward (or upward) by ________% or more.7. This Power of Attorney and the discretionary authorization shall continue and remainin full force and effect unless and until the Customer terminates the Customer’sparticipation in the Program by providing a written notice of termination.MANAGEMENT FEES AND RATE SPREADS TO BE PAID BY THE CUSTOMER8. The Customer will receive loan fees for securities that are loaned out, after deductionof a Management Fee for the Broker’s services in selecting Fully-Paid Securities to beloaned out, initiating and terminating the transactions and managing the transactionswhile they are ongoing. The Management Fee will represent a certain percentage ofthe net loan fees paid by the Broker to the Customer for the securities (e.g. __% as of

__________ 2012 for most customers). The percentage will be as separately agreedbetween the Customer and the Broker.9. The Customer understands and agrees that the Broker may borrow securities from theCustomer and then lend those securities to one of its affiliates for the affiliate’s ownpurposes (including short selling).10. The Customer understands and agrees that in addition to the Broker’s ManagementFee, the Broker or its affiliates or third parties may earn a “spread” on securitieslending transactions with the Customer. This means that the rate the Customerreceives from the Broker for loaned securities may be worse than the rate the Brokeror its affiliate receives from a third party (or that the Broker receives from the affiliateif the affiliate is the ultimate borrower) on those same Securities. If the Broker’saffiliate is acting as a conduit, there will be a minimum 5 basis point (0.05%)reduction in the loan rate the Customer receives for the loaned securities compared tomarket rates.RIGHTS AND OBLIGATIONS OF THE CUSTOMER AND THE BROKER11. When a loan is initiated or terminated by the Broker, the Broker shall confirm this tothe Customer on the Customer’s daily Broker’s statement. The Customer agrees to loginto the Broker’s website and to review the Customer’s daily statements and theconfirmations contained therein.12. The Customer may sell Fully-Paid Securities that have been loaned to the Broker atany time, and the Broker will be responsible for terminating the loan, settling suchsale, and providing the proceeds of the sale to the Customer by the normal settlementdate for the sale.13. Nothing in this Agreement guarantees that the Customer will receive the best possibleloan rates for the Customer’s Fully-Paid Securities. The Customer understands andagrees that the securities lending market is not a standardized and transparent market,that there are no rules or mechanisms that guarantee or require that any givenparticipant in the marketplace will receive the best rate for lending securities, and thatthe Broker cannot and does not guarantee that the Customer will receive the mostfavorable rates for lending the Customer’s securities.14. Nothing in this Agreement obligates the Broker to borrow specific Fully-PaidSecurities, or any Fully-Paid Securities at all. The Broker cannot and does notguarantee that all of the Customer’s Fully-Paid securities that possibly could beloaned out to generate loan fees will be loaned out. There may not be a market to lendthe Customer’s Fully-Paid portfolio in a particular Security at a rate that isadvantageous, or the Broker may not have access to a market with willing borrowers.The Broker, or other Broker’s customers or Broker’s affiliates might have securitiesthat may be loaned out that will satisfy available borrowing interest and therefore theBroker may not borrow securities from the Customer. The Customer understands andagrees that nothing in this Agreement requires the Broker to place the Customer’sinterest in lending securities of a particular nature ahead of the Broker’s own interests,or those of other customers of the Broker or those of the Broker’s affiliates.15. The Customer may terminate this Agreement and the Customer’s participation in theBroker’s Securities Lending Programme at any time upon written notice to theBroker. After the Customer’s notice of termination, all outstanding loans of Fully-

Paid Securities will be terminated and the securities returned to the Customer by thedeadlines specified in the Global Master Securities Lending Agreement for Fully-PaidLending (generally, at most three business days from termination).16. The Customer acknowledges that if the Customer signs this Agreement and Power OfAttorney and participates in the Broker’s Securities Lending Programme, theCustomer will not have the ability or right to approve specific loans before or afterthey are initiated, will not have the ability to approve or reject loan rate changes andwill not have the right to terminate specific loans (except if the Customer sells thesecurities that are being loaned or if the Customer terminates its participation in theProgram). If the Customer is dissatisfied with a particular loan or loans or the rate(s)the Customer is receiving or the Management Fee, the Customer may terminate hisparticipation in the Program at any time as specified in the preceding paragraph.17. The Broker may terminate this Agreement and the Customer’s participation in theBroker’s Securities Lending Programme at any time upon written notice to theCustomer. After such termination, all outstanding loans of Fully-Paid securities willbe terminated and the securities returned to the Customer by the deadlines specified inthe Global Master Securities Lending Agreement for Fully-Paid Lending.18. The Customer is entitled to receive the amount of all dividends and distributions madeon or in respect of loaned securities. The Customer may receive cash payments “inlieu of” dividends. Such cash payments in lieu of dividends are not the same asqualified dividends for tax purposes and may be taxed as normal income (up to __%)instead of the preferential qualified dividend rate of ___% (Nigerian federal tax ratesquoted here are for 2011 and subject to change). The Broker may, but is not requiredto, recall loaned securities from the Borrower prior to a dividend, so as to reducepotential negative tax consequences. The Customer is responsible for evaluating thetax consequences of participating in the Broker’s Securities Lending Programme andseeking the advice of a tax professional if needed.LIMITED ROLE OF THE BROKER19. The Power of Attorney and discretionary authorization granted by the Customer to theBroker in this Agreement is limited to the initiation, management and termination ofloans of Fully-Paid Securities as described herein and pursuant to the Global MasterSecurities Lending Agreement for Fully-Paid Lending.20. The Broker shall have no discretion to buy or sell securities or to make otherinvestment decisions for the Customer’s account. The Broker is not obligated to andwill not provide any trading or investment or tax advice or recommendations to theCustomer. The decision whether to buy or hold or sell Fully-Paid securities orsecurities of any kind is solely the Customer’s responsibility. The Brokers’ initiationor termination of a loan of fully-paid securities is not a recommendation as to thelong-term value of the securities and loaned securities may rise or fall in value, whichis solely the responsibility of the Customer.BANKRUPTCY OR INSOLVENCY21. In the event that the Broker: (1) applies for or consents to a receiver, custodian,trustee or liquidator of itself or its property; (2) admits in writing its inability, orbecomes generally unable, to pay its debts as such debts become due; (3) makes ageneral assignment for the benefit of its creditors; or (4) files, or has filed against it, a

petition for bankruptcy, this Agreement and all outstanding loans shall be terminatedand the Customer shall have the right to return the Customer’s loaned securities or theright to the collateral securing such loaned securities as specified in the Global MasterSecurities Lending Agreement for Fully-Paid Lending.ARBITRATION22. The Customer acknowledges and agrees that all disputes regarding this Agreementand the Power Of Attorney, the Customer's account(s) or the Broker's provision ofservices to the Customer are subject to arbitration.23. Any disputes arising out of or in connection with this agreement shall be finallysettled under the rules of the Arbitration and Conciliation Act, Cap 18A, Laws of theFederation of Nigeria, 2004 by an Arbitration Panel appointed in accordance withSection 6 of the aforementioned Act. The place of Arbitration shall be Lagos,Nigeria.IN WITNESS WHEREOF the Parties hereto intending to be legally bound, have caused thisAgreement to be executed the day and year first above written.THE COMMON SEALof the within named BROKERwas hereunto affixed in the presence of___________________DIRECTOR___________________SECRETARYTHE COMMON SEALof the within named CUSTOMERwas hereunto affixed in the presence of___________________DIRECTOR___________________SECRETARY