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Exhibit 2.S
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Paul S. Efron, as Sole Trustee of
the Eleventh Automatic Common Exchange Security Trust (the "Trust") does hereby
make, constitute and appoint Pamela C. Torres, Michael E. Kaine, Ellis Jacobs,
and Jeffrey B. Sahrbeck of 85 Broad Street, New York, New York his true and
lawful attorney, to execute and deliver in his name as Sole Trustee of the
Trust and on behalf of the Trust, the Registration Statement on Form N-2 and
any amendments thereto, any listing application on a securities exchange for the
securities issued by the Trust (the "Securities"), the Underwriting Agreement,
the cross-receipt underwriters' information letter and any and all other
documents pertaining to the establishment of the Trust, the registration of the
Securities and the closing of the above-referenced transaction, giving and
granting unto said attorney-in-fact full power and authority to act in the
premises as fully and to all intents and purposes as the Trust might or could
do if personally present by an authorized signatory, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.
I hereby acknowledge and declare that the said Pamela C. Torres, Michael
E. Kaine, Ellis Jacobs, and Jeffrey B. Sahrbeck, as attorney-in-fact for Paul
S. Efron, constituted by these presents, are hereby directed and authorized to
sign such documents and any other instruments or papers necessary or proper in
connection with the exercise of the powers conferred on them by these presents.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
this 6th day of October, 2000.
By: /s/ Paul S. Efron
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Paul S. Efron
As Sole Trustee of the Eleventh Automatic Common Exchange Security Trust
