by it, the consolidated corporation shall recognize the now outstanding certificates of stock of the respective consolidating corporations (except such of said certificates as are to be cancelled as hereinbefore provided) as evidencing the rights and interests of the several holders thereof as stockholders of the consolidated corporation to the same extent and in the same manner as those rights and interests would be evidenced by certificates issued by it had such outstanding certificates been exchanged therefor.

After the consolidation shall have become effective, however, there shall be no further issue or transfer of certificates of stock of the consolidating corporations, but from time to time as such certificates are presented to the consolidated corporation they shall be cancelled and certificates of stock of the consolidated corporation shall be issued, on the several bases above set forth, in exchange therefor.

Article IX

The....

(....) shares of the capital stock of.... owned by.. .and to be can

celled as stated in Paragraph (b) of Article VIII of this agree

ment, are now held by..

pledge under an indenture dated.

cure the.

standing $.

.and..

.and...

Per Cent Gold Bonds, .

.collateral (hereinafter called

as Trustee, in executed by

to it to se

.s'

collateral bonds), to an amount not exceeding of which there have been issued and are now outand no additional amount thereof is to be

issued. In Section....of Article....of said indenture there is

the following provision:.

The holders of... . per cent in amount of said. ..collateral bonds have given their ap

proval to the consolidation of..

.and..

terms of this agreement. In compliance with the provisions above quoted therefrom, the said indenture executed by

$.

and

as Trustee, dated.

to the.....

securing said...

..collateral bonds to the amount of

is hereby made and declared to be a lien upon the

and

and

so consoli

property of. dated with. and with the other companies parties hereto. In further evidence of the lien and security hereby created, there shall be executed by the consolidated corporation formed under this agreement to such Trustee or Trustees as the Board of Directors of the consolidated corporation may name, a mortgage securing, by prior lien thereunder, said...

collateral bonds to the amount of $... ; the property to be described in and included under said mortgage to be the same property as is described in and included under the mortgage executed by... ...and..

to the....

and.

securing its.

..

.and..

as Trustees, dated ..per cent (first mortgage) gold

bonds, except that said mortgage shall be a lien upon the instead of upon the leasehold interest of .therein. The mortgage so to be executed shall secure, by secondary lien thereunder, not to exceed $........of... ..per cent. (description of bonds), to be issued, par for par, to pay and refund said..

amount of said.

.'s

.collateral bonds. The total collateral bonds and of said

per cent (description of bonds) outstanding and secured by said mortgage so to be executed shall not together at any time exceed $. The lien of the mortgage .collateral bonds and said..

securing said....

(description of bonds) on the property included thereunder shall immediately follow the lien of a mortgage securing the.. 's (description of

and....

bonds) together aggregating $.

Holders of said...

collateral bonds for which consents to the consolidation of

shall have been given and accepted

by the

($..

not exceeding in the aggregate

.) dollars, par value, shall

have the right at any time following this consolidation, to have issued to them by the consolidated corporation, in payment and refunding of their bonds for which consents shall have been so given and accepted and upon surrender of such bonds to the consolidated corporation for cancellation, the

..and....

.(description of bonds) for a principal sum equal to the principal sum of the bonds so surrendered. The remainder of said (description of bonds) hereafter, at the election of the consolidated corporation and with the approval of such governmental bodies as shall then have authority in the premises, may be issued to pay and refund said..

....col

lateral bonds the holders of which shall not have consented to this consolidation.

Article X

The first election of Directors, after the consolidation shall have been effected, shall be held at the principal office of the consolidated corporation at such time, not more than six months after the consolidation has been sanctioned by the stockholders of the consolidating corporations as the Board of Directors of the consolidated corporation may determine, and notice of the time fixed for such first election of Directors shall be given in the same way as notice is required to be given of the annual meeting of the stockholders for the election of Directors. Anything herein contained to the contrary notwithstanding, the Directors so to be elected at said first election of Directors shall hold office until the first annual meeting of the stockholders or until their successors are chosen and qualify.

There shall be an annual meeting of the stockholders of said consolidated corporation held on the..

in... ...in each year, at its principal office, at which Directors of said consolidated corporation for the ensuing year shall be elected by a majority vote of the stock voted; but the date of such annual meeting may be changed by the bylaws. The Directors so elected shall continue in office until others are chosen and qualify in their places. Vacancies in

the Board of Directors may be filled by the Directors in such manner as the by-laws may provide.

The President shall be chosen by ballot of the Directors, and Vice-President, a Treasurer and a Secretary shall be appointed by the Board at the first or any subsequent meeting of the Board after the annual election; and vacancies in office shall be filled by the Board. The Directors of said consolidated corporation from time to time may appoint such other officers as they may deem necessary, who shall hold their respective offices during the pleasure of the Board.

Article XI

To the extent permitted by law, said consolidated corporation shall have authority to purchase, acquire, hold and dispose of the stocks, bonds, notes and other evidences of indebtedness of any corporation, domestic or foreign, and to issue, in exchange therefor, its stocks, bonds, notes and other obligations.

Article XII

The consolidating corporations, parties hereto, hereby severally sell, assign, transfer and convey to.... the consolidated corporation formed pursuant to this agreement, their respective railroads together with all the rights, powers, privileges, franchises and other property used in connection therewith or pertaining thereto.

Upon the consummation of this consolidation, as provided by law, all and singular the rights, privileges, exemptions, franchises, property (real, personal and mixed), licenses, easements and interests of every kind, nature and description belonging to or in any way appertaining to said consolidating corporations, and each of them, shall be vested in and be the property of said consolidated corporation, and it shall succeed to and there shall attach to it all of the debts, obligations, contracts, tariffs, and any and all liabilities of each of the consolidating corporations.

The foregoing shall not be deemed to exclude any other effects, rights or privileges provided by law as incident to or

resulting from any such consolidation and not herein specifically mentioned.

IN WITNESS WHEREOF, each of said consolidating corporations has caused these presents to be signed by its President or Vice-President and its corporate seal to be hereunto affixed, and the Directors of said consolidating corporations have hereunto set their hands, this......day of... . . . . . . nineteen hundred and..

Agreement Creating Trust of Stock of Equitable Life Assurance Society of United States

AN AGREEMENT, made in the City of New York, in the State of New York, this fifteenth day of June, one thousand nine hundred and five, between THOMAS F. RYAN, of the first part, and GROVER CLEVELAND, MORGAN J. O'BRIEN and GEORGE WESTINGHOUSE (hereinafter called the "Trustees,") of the second part.

WHEREAS, the Equitable Life Assurance Society of the United States (Hereinafter called the "Society"), is a corporation of the State of New York, having a full paid capital stock of one thousand (1,000) shares of the par value of one hundred dollars ($100) each, of which five hundred and two (502) shares are held by the party of the first part; and

WHEREAS, the corporate powers of the Society are vested by its charter in a Board of Directors consisting of fifty-two (52) persons, divided into four (4) classes of thirteen (13) directors each, each class serving for a term of four (4) years, so that thirteen (13) directors are selected at each annual election of the Society, and

WHEREAS, the directors of the Society have adopted a plan for the mutualization of the Society by so amending its charter that, of the fifty-two (52) directors of the Society, twentyeight (28) should be elected by the policy-holders and twentyfour (24) by the stockholders; and

WHEREAS, the consummation of said plan of mutualization and formal action thereon by the Superintendent of Insurance of the State of New York have hitherto been prevented by litigation, and in order to effect, so far as practicable, and