Sept 25/28 Special meeting of the Board of Directors of
           J. Wiss & Sons Co. held at the principal office
           of the company on September 25, 1928.

           Meeting called to order by President F.C.J. Wiss.
           Present were F.C.J. Wiss, Norman F. Wiss and J. Robert
           Wiss constituting a quorum.

           Norman F. Wiss made the following motion:

           Resolved that we approve of the sale and
           transfer in blank, by F.C.J. Wiss, a duly elected
           officer, of 11.135 shares of Associated Gas and Electric
           Common Stock class "A", through Du Bosque,
           DeWitt & Company - the above stock consisting of
           8 certificates. We also approve of F.C.J. Wiss having
           signed the transfers duly witnessed by Secretary
           Jerome B. Wiss.

           Seconded by J. Robert Wiss and carried.

           Motion to adjourn carried.

                                          Jerome B. Wiss Sect.