Depositary, The Depositary shall, notwithstanding that the moneys in the Depositors Stock Account may be less than the amount aforesaid, make distribution of such moneys in like proportion at any time in its discretion, and shall make such distribution whenever requested by the holders of receipts issued under paragraph 1 representing onefourth in amount of the stock at the time in the Depositors Stock Account. Notice of each such distribution shall be given by the Depositary by registered mail addressed to the registered holders of such receipts within fifteen days after receipt by the Depositary of moneys to an amount sufficient to require distribution under the terms of this paragraph 5, or upon its election to make any such distribution, or within fifteen days after request, as aforesaid, that it make such distribution.

7. Subject to the provisions of paragraph 10 hereof, whenever the Depositary shall hold in the Purchasers' Stock Account an amount of moneys equal to........cents for each share of stock at the time held in said account and not required by the provisions of paragraph 4 hereof to be otherwise applied, such moneys shall be distributed to the respective registered holders of receipts issued under the provisions of paragraph 2 hereof in proportion to the amount of moneys at the time to their credit respectively (other than moneys previously ordered distributed); and payment of the amount so distributable shall be made to the registered holders of such receipts upon presentation of their receipts for proper notation thereon of such payment at the office of the Depositary,.

Notice of each such distribution shall be given by the Depositary by registered mail addressed to the registered holders of such receipts as soon as practicable after receipt by the Depositary of moneys to an amount sufficient to require distribution under the terms of this paragraph 7.

8. The Depositors by the deposit of their shares hereunder grant to Mr. X. an option to purchase at any time prior to... all, but not a part, of the shares held in the Depositors' Stock Account at the time of the exercise of such option, at the price of $. flat per share; such option to be exercised by the deposit with the Depositary for account of the Depositors' Stock Account of an amount equal

to $.. per share for each share of stock at the time in said account. Upon such deposit the Depositary shall deliver to Mr. X. all the certificates for stock at the time held in the Depositors' Stock Account and shall forthwith make distribution of the moneys and certificates held by it as hereinafter in paragraph 9 provided.

9. (a) When all the stock in the Depositors' Stock Account shall have been sold either to the.. Corporation

or to the Purchasers' Stock Account, or

(b) Whenever Mr. X. shall have exercised his option as in paragraph 8 hereof provided, or

(c) If such sale of all of said stock, or such exercise of said option shall not have been completed prior to...

then on.

or

(d) If on or before...

there shall not have been

deposited hereunder pursuant to the provisions of paragraph 1 hereof at least. .shares of preferred stock, and Mr.

X. shall file with the Depositary on or before....

notice of his election that this agreement shall terminate, then on..

The Depositary shall distribute and pay over to the holders of receipts issued under paragraph 1 hereof all moneys and certificates for preferred stock then held in the Depositors' Stock Account and to their credit, respectively, and to the holders of receipts issued under paragraph 2 hereof all moneys and certificates for preferred stock then held in the Purchasers' Stock Account and to their credit, respectively, in each case upon surrender of the respective receipts for cancellation and subject to the provisions of paragraph 10 hereof. None of the stock, at any time held hereunder, shall be withdrawn or distributed except as in this paragraph 9 or in paragraph 3 or paragraph 8 hereof provided. Notice of such distribution shall be given by the Depositary to all holders of said receipts by registered mail addressed to the registered holders thereof as soon as practicable after the occurrence of any event requiring distribution under the provisions of this paragraph 9.

10. The Depositary may advise with legal counsel and shall not be liable in respect of any action taken in good faith by it, and shall be entitled to reasonable compensation for all services

rendered by it hereunder (the amount of such compensation to be approved by Mr.... ..and Mr. X.)

and such compensation, together with all reasonable expenses necessarily incurred and actually disbursed by the Depositary, shall be a ratable charge upon all stock deposited hereunder and upon any moneys paid by the.... ...Corporation to the Depositary in respect of any stock deposited hereunder, and the Depositary shall be entitled to deduct such reasonable compensation and expenses from the amounts so paid to it before making any distribution or application thereof under the terms of this agreement; provided, however, that such compensation and expenses shall not exceed in the aggregate an amount equal to ten cents for each share of stock deposited hereunder. Out of the first moneys received by the Depositary from the.. Corporation under the provisions of paragraph 3 hereof, the Depositary may set aside for the purpose of securing the payment of such compensation and expenses an amount equal to five cents for each share of deposited stock.

11. Nothing in this agreement contained shall be construed to vest in the Depositary, or to deprive the registered holder of any stock deposited hereunder of, the right to receive any dividends which may be declared upon such stock or to vote or to consent in respect of such stock at any stockholders' meeting or in connection with any other corporate proceedings of the.. . Corporation.

have

IN WITNESS WHEREOF said Mr. X. and signed this instrument under seal, the other Depositors have or may become parties hereto in the manner hereinbefore provided, and the Depositary has executed this instrument under seal, as of the day and year first above written.

Attest:

Assistant Secretary.

(L. S.) (L. S.)

By

Vice-President.

Protective Agreement Deposit of Bonds with Committee to Avoid Foreclosure of Mortgage

AGREEMENT, made..

Protective Committee for.

.between..

..and their successors, as a

.Bonds of..

. (hereinafter called the "Committee"), and the holders of record of certificates of deposit for such of said bonds: as shall be deposited hereunder (hereinafter called the "Depositors"),

WHEREAS, there are outstanding $. amount of...

.Bonds of..

face

(hereinafter called the "Traction Company"), and said bonds are secured by an indenture made between the Traction Company and the.. as Trustee, dated..... and the pledge of all the outstanding capital stock and .face amount of.. Bonds of......

$.

and $..

(hereinafter called the "Railway Company") ...face amount of bonds of constituent or associated companies, (the bonds and stock so pledged being hereinafter called "the pledged securities"); and

WHEREAS, there are outstanding $. amount of... .

face

. Bonds of the Railway Company and said bonds are secured by a mortgage or deed of trust made by the Railway Company to...

WHEREAS, the Railway Company is in default for failure to pay the interest upon its said...

fell due on.

.Bonds, which

for failure to pay taxes to a large amount, now due and payable and otherwise under the mortgage or deed of trust securing said bonds, and

WHEREAS, there is danger that the said mortgage may be foreclosed, and for this and other reasons it is desirable for the holders of the said bonds of the Traction Company to unite and

act together for the maintenance and protection of their rights and interests:

Now, THEREFORE, the Depositors, each for himself and not for any other, hereby agree with each other, and with the Committee, as follows:

1. The Committee is hereby vested with the legal title to all of said bonds of the Traction Company which are deposited hereunder, and the Depositors hereby assign and transfer said bonds to the Committee, as trustee of an express trust, for the benefit and protection of the rights and interests of the Depositors, but subject to the terms and provisions of this agreement. 2. The Committee shall have power and authority to take such action and do such things as it may in its judgment deem to be necessary or desirable for the maintenance or protection of the rights or interests of the Depositors, including power and authority to cause the.... .Trust Company of

as Trustee under said indenture dated...

to exercise and enforce its rights and remedies under said indenture; to purchase the pledged securities or any part thereof at any sale under said indenture or otherwise, and to use the deposited bonds in making payment therefor; to purchase or otherwise acquire, pay or make advances for the payment of, collect, sell, mortgage, pledge or otherwise dispose of, any bonds, coupons, debts or obligations of the Railway Company or the Traction Company, or any bonds, coupons, debts or obligations which are secured by pledge or lien upon any property owned or operated by the Railway Company or the Traction Company; to make investigations with reference to the property, debts, obligations, business and affairs of the Traction Company and the Railway Company, and to determine any questions of policy or management that may arise in respect thereto; to maintain, or cause others to maintain, suits, actions and other proceedings at law or in equity; to make, execute and deliver demands, requests, consents, contracts and other instruments; to employ depositaries, counsel, attorneys, accountants and other agents and to adjust and pay their compensation; to conduct, adopt and carry into effect any