(c) Upon any such purchase and transfer the shares so purchased shall, subject to the provisions of paragraph 5 hereof, be taken ratably from the shares to the credit of, and shall be charged against, the respective holders of receipts issued under paragraph 1 in proportion to the number of shares at the time to their credit respectively; and they shall be credited to the respective holders of receipts issued under paragraph 2 hereof in proportion to the number of shares at the time to their credit, respectively. The Depositary shall, if so requested by the registered holder of any such receipt issued under paragraph 2 and reimbursed by him for all transfer charges, cause the shares so purchased and transferred and credited to such holder (excepting, however, any fractions of shares), to be transferred into the name of such holder; provided, however, that simultaneously with such transfer the new certificates for such shares shall be redeposited with the Depositary in the Purchasers Stock Account properly endorsed in blank and stamped for transfer except that Mr.. X. shall have the privilege of depositing money in place of stamps to be used in purchasing stamps when transfers may require them. The Depositary shall, upon request of the holder of any such receipt and presentation by him of his receipt for that purpose to the Depositary at its office,................, make notation on said receipt of the number of shares so purchased and transferred and credited from time to time to such holder.

5. The provisions of paragraph 3 and paragraph 4 of this Agreement are subject to the proviso that in delivering preferred stock to the..........Corporation out of stock to the credit of, and apportioning moneys received from..........

Corporation for such stock among the holders of receipts issued under paragraphs 1 and 2, and in applying moneys paid into the Purchasers Stock Account to the purchase of preferred stock from the Depositors Stock Account and charging the stock so purchased against, and crediting the proceeds thereof to, the holders of receipts issued under paragraph 1 hereof, fractions of shares shall be disregarded; and the Depositary shall from time to time deliver to the..........Corporation under the provisions of paragraph 3 from the shares at the time to the credit of the respective holders of receipts under paragraphs 1 and 2 and shall from time'to time transfer to the Purchasers Stock Account under the provisions of paragraph 4, from the shares at the time to the credit of the respective Depositors, in respect of each holder, the next lower number of full shares contained in the number of shares produced, in the case of action under paragraph 3 by the division on an exact pro rata basis among the respective holders of receipts issued under paragraph 1 and paragraph 2 hereof of moneys tendered by the

..........Corporation for stock, or, in the case of action under paragraph 4, by the distribution on an exact pro rata basis among the holders of receipts issued under paragraph 1 hereof of an exact one-half of moneys from time to time paid into the Purchasers Stock Account; it being intended that while all such purchases, charges, credits and distributions shall be made from, against and to the interest of the persons subject or entitled thereto upon a pro rata basis as nearly as may be, fractions of shares shall not be dealt with but shall be disregarded.

6. Subject to the provisions of paragraph 10 hereof, whenever the Depositary shall hold in the Depositors Stock Account an amount of moneys equal to........cents for each share of stock originally deposited in said account, such moneys shall be distributed to the respective registered holders of receipts issued under the provisions of paragraph 1 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,................. 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 one-fourth 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.

In Witness Whereof said Mr. X. and.............have 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.

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

By

Vice-President. Attest:

Assistant Secretary.