Agreement made........between........, a corporation organized and existing under the laws of........, and any other stockholders of.......,.......who shall become parties to this agreement by signing the same, herein after called the

"Stockholders/' and..............., hereinafter called the

"Voting Trustee," and..............., hereinafter called the "Depositary."

Whereas, the Stockholders deem it to their interest to act together concerning the management of the..............., a corporation organized and existing under the laws of........, of which they are respectively stockholders, and to that end to unite the voting power held by them as such stockholders, and to place the same in the hands of the Voting Trustee as hereinafter provided,

Now, this agreement, made in consideration of the premises and of the mutual covenants herein contained, Witnesseth:

1. Each of the Stockholders holding shares of the capital stock of the...............corporation, to the number set opposite his, her or its name as hereunto subscribed, respectively, hereby severally agrees to deposit the same and the certificates therefor, with sufficient transfers thereof in favor of the Voting Trustee, with the Depositary, and to receive in exchange therefor the certificates hereinafter referred to, which deposit shall continue for a period of.........years from the date of this agreement, that is to say, until........, and upon the making of such deposit all shares represented by the stock certificates so deposited shall be transferred upon the books of said...............Corporation to the name of said Voting

Trustee. The Depositary is hereby fully authorized, empowered and directed to cause such transfers to be made, and also to cause any further transfers of said shares to be made which may become necessary through the occurrence of any change of the persons holding the office of Voting Trustee, as hereinafter provided, and the Depositary agrees to have all such transfers made, provided the "Stockholders" furnish the Depositary all certificates and proof of ownership required by

...............Corporation or its transfer agent. And during the said period of........years the Voting Trustee shall possess and be entitled to exercise all rights of every name and nature, including the right to vote in respect of any and all such shares deposited; it being however understood that the holders of the trust certificates to be issued by the Voting Trustee shall be entitled to receive immediate payment by the Trustee to them of dividends, if any, collected by said Voting Trustee upon shares standing in their names. Whenever dividends are declared upon any of such stock payable on a day certain to stockholders of record on an earlier day, the holders of the trust certificates issued by the Voting Trustee on the earlier day, shall be entitled to receive the payment of the dividends, as if they had been stockholders of record on that earlier day, and no transfer of a certificate after such earlier day shall carry with it the right to the receipt of any dividend, unless the parties to such transfer shall otherwise instruct the Voting Trustee in writing. The holders of trust certificates issued hereunder shall severally be liable to the Voting Trustee proportionately for any expense to which he may necessarily be put by reason of the trusteeship hereby created.

2. The Voting Trustee hereby promises and agrees with the Stockholders and with every holder of certificates issued as hereinafter provided, that from time to time, upon request, he will cause to be issued to the several stockholders in respect of all stock deposited by them, certificates to an aggregate amount equal to the amount of all stock so deposited, and which certificates shall be in substantially the form hereto annexed and marked Schedule A, and the Voting Trustee agrees to pay to the Stockholders all dividends upon the shares for which said stockholders may hold trust certificates.

No certificate issued pursuant to this agreement shall be valid unless countersigned by the Depositary, and no such certificate shall be countersigned by the Depositary until it shall have been twice registered in books to be kept for that purpose. Such books shall each contain a record of the date of the issuance of each certificate hereunder, the number of shares for which it is issued, and the name and address of the person to whom the certificate is issued, and shall also contain a record of the surrender of any certificate when made.

3. On........, the Voting Trustee in exchange for and upon surrender of any of the trust certificates then outstanding, will, in accordance with the terms hereof, deliver proper certificates of equivalent amount of stock of the.............. Corporation.

4. From time to time, after this agreement shall have taken effect, the Depositary may receive any additional full paid shares of the Capital stock of the...............Corporation, upon the terms and conditions of this agreement; and in respect of all such shares so received, the Voting Trustee will issue and deliver certificates similar to those above mentioned, entitling the holders to all the rights above specified.

5. In the event of the death of the Voting Trustee, or of his disability or resignation, a successor as Voting Trustee shall be chosen in the following manner: The Depositary shall and hereby agrees to call a meeting of all holders of certificates issued as provided hereunder, to be held at the office of the ...............Corporation, or at the office of the Depositary, not less than fifteen days after the sending of a call therefor in writing. Such call shall be sent to each certificate holder at the address given by him to the Depositary upon the deposit of his stock, or at any later address given by him. Such meeting shall choose its own chairman and secretary and shall be otherwise conducted, so far as possible, in accordance with the by-laws of...............Corporation, and in accordance with usual parliamentary procedure. At such meeting each holder of a certificate issued as provided hereunder shall be entitled to one vote for each share of stock for which he holds such certificate. At such meeting a successor or successors to said trustee shall be chosen by a majority vote of the certificate holders present in person or by proxy.

The disability of said trustee shall be presumed from his failure, either in person or by proxy, to vote the stock held by him in trust at two successive meetings of stockholders, duly and regularly called according to the by-laws of the..........

.....Corporation.

6. It is expressly agreed and understood that the Voting Trustee may vote or act in person or by duly authorized proxy, and the Stockholders hereby authorize and empower the Trustee so to act and vote.

7. In voting the stock held by him, the Voting Trustee will exercise his best judgment, from time to time, to select suitable directors, to the end that the affairs of the company shall be properly managed, and in voting on other matters which may come before any stockholders' meeting will exercise like judgment; but it is understood that no Voting Trustee or Depositary incur any responsibility by reason of any error of law or of any matter or thing done or omitted under this agreement except for his or its own individual malfeasance.

8. This agreement may be simultaneously executed in several counterparts, each of which so executed shall be deemed to be an original; and such counterparts shall together constitute but one instrument.

9. This agreement shall not be binding upon the parties until the same shall have been signed by stockholders representing at least........per cent. of the capital stock of.....

10. The Voting Trustee or his successor or successors, may by instrument in writing, duly executed and acknowledged, terminate this voting trust at any time.

In witness whereof the several parties hereto of the first part have hereunto set their hands and seals, and the Voting Trustee has hereunto set his hand and seal in token of his acceptance of the trust hereby created, and the........has caused these presents to be signed on its behalf by two of its officers and its corporate seal to be hereunto affixed, the day and year first above written.

No....... Schedule A ..........Shares

Voting Trust Certificate .........Corporation

This is to certify that on................or on the earlier termination of the voting trust .......................will be entitled to receive a certificate or certificates for...........

full paid shares of the par value of $----each of the capital stock of............Corporation and in the meantime to receive immediate payment by the undersigned Voting Trustee of the dividends, if any, collected by the undersigned Voting Trustee upon a like number of such shares of capital stock standing in his name. Whenever dividends are declared upon any of such stock payable on a day certain to stockholders of record on an earlier day, the holder of this certificate on the earlier day shall be entitled to receive the payment of such dividends, as if he had been a stockholder of record on that earlier day. Until the termination of the voting trust, the Voting Trustee shall possess and be entitled to exercise all rights of every name and nature, including the right to vote in respect of any and all such stock, it being expressly stipulated that no voting right upon any such, stock passes to the holder hereof by or under this certificate, or by or under any agreement, express or implied.

This certificate is issued pursuant to the terms of an agreement in writing dated.........., made and entered into between the Stockholders of said..........Corporation and said Voting Trustee, which agreement is on file with..........

and is subject to all the provisions, terms, and conditions of such agreement.

This certificate is transferable only on the books which shall be kept for that purpose by said Voting Trustee, by the registered holder, either in person or by duly authorized attorney, according to rules which shall be established for that purpose by said Voting Trustee, and on surrender hereof; and until so transferred, said Voting Trustee may treat the registered holder as owner hereof for all purposes whatsoever, except that delivery of stock certificates hereunder shall not be made without the surrender of the certificate.

This certificate is not valid unless signed by the Voting

Trustee and also countersigned and registered by the.......___

...................................of........., as registrar.

In Witness Whereof, said Voting Trustee has signed this certificate this......day of........................19...

Countersigned and registered this.......day of.......19..

.............................................

Transfer Agent & Registrar

Voting Trustee. By.......................

(Endorsement on back.)

For value received,.......................hereby sell, assign, and transfer unto....................the within certificate of Voting Trustee and.......do.....hereby irrevocably constitute and appoint..............................

Attorney to transfer the said certificates on the books of the said Voting Trustee, with full power of. substitution in the premises. Dated....................191...

.............................................

In presence of:

.............................................