Agreement, made....................between.........

..............................and their successors, as a

Protective Committee for...............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 $................ face amount of...............Bonds of.....................

(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......

..............(hereinafter called the "Railway Company") and $............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 $............, face amount of....................Bonds of the Railway Company and said bonds are secured by a mortgage or deed of trust made by the Railway Company to................., as Trustee, dated............; and

Whereas, the Railway Company is in default for failure to pay the interest upon its said...............Bonds, which fell due on..............., 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 other measures, proceedings or negotiations which it may deem expedient in the interest of the Depositors; to cause to be transferred to or registered in its name or the name of its nominee, the deposited bonds, the pledged securities and any other bonds or stock which the Committee may acquire; to exercise exclusively the right to vote or otherwise represent the same, and to collect the dividends and interest thereon, and generally to exercise and enforce all or any of the rights and remedies appertaining thereto or to any other property which the Committee may at any time acquire, and, in addition, to do any other act or thing which the Depositors, or any of them, could or might lawfully do if they had not deposited their bonds hereunder; and when and as deemed by the Committee to be necessary or desirable in the exercise of any of its powers hereunder or for the payment of the obligations or expenses of the Committee, including the compensation of its members, or for any of the purposes of this agreement, the Committee may use any monies collected or received by it hereunder, and shall have power to borrow money and to pledge or mortgage as security for the repayment thereof, with the usual power of sale and other provisions, all or any part of the property which the Committee may at any time hold or acquire, including the deposited bonds, the pledged securities, and all other stocks, bonds, coupons, debts and obligations;

Provided, however, that the Committee shall not have power or authority to make any contract or assume any obligation in the name of the Depositors, and that no Depositor shall be personally bound by or liable upon any contract or obligation which the Committee may make or assume.

3. Holders of...............Bonds of the Traction Company may deposit their bonds with such Trust Company or Companies as the Committee may appoint to be the Depositary hereunder or with such agent or agents to act therefor as the Committee may deem desirable, during such time or times as the Committee may permit, and will be entitled to receive therefor certificates of deposit issued in their names. Registered bonds must be accompanied by instruments of assignment approved by the Depositary, and coupon bonds must be accompanied by all coupons maturing on and after..........

In case of the deposit of bonds which, by reason of the advance payment of taxes or otherwise, are entitled to any exemption or privilege not common to all bonds deposited hereunder, appropriate notations will be made upon the certificates of deposit issued therefor. The certificates of deposit will be transferable only on the books of the Depositary upon surrender thereof properly endorsed, new certificates being issued in the names of the transferees.