without further delay, the result sought to be attained by such plan of mutualization, the party of the first part has entered into this Agreement with the Trustees;

Now THIS AGREEMENT WITNESSETH AS FOLLOWS:

First: The party of the first part hereby transfers to the Trustees said five hundred and two (502) shares of the capital stock of the Society for the purpose of vesting in the Trustees the right to vote thereon for the term and upon the terms and conditions stated in this agreement. The existing certificates for said stock shall be surrendered and cancelled, and certificates therefor shall be issued to the Trustees, in which certificates it shall appear that the same are issued pursuant to this Agreement, and that fact shall also be noted in the entry of the Trustees as owners of such stock in the proper books of the Society.

Second: The Trustees are exclusively authorized to exercise the voting power on the stock held under this Agreement for the election of directors of the Society, and shall, at every annual election of directors of the Society, so vote on said stock, that out of every thirteen (13) persons for whom such vote shall be cast seven (7) shall be selected in accordance with the wishes of the policy-holders of the Society, expressed as hereinafter provided, and the remaining six (6) directors shall be selected by the Trustees in their uncontrolled discretion, to the end that, of the entire fifty-two (52) directors, twenty-eight (28) shall be policy-holders of the Society, selected by, or on behalf of, the policy-holders and twentyfour (24) shall be lawfully eligible persons selected by the Trustees in their sole discretion.

The wishes of the policy-holders in respect of the directors to be voted for by the Trustees shall be expressed in the following manner: In each year, at any time prior to the first day of November, any holder of any policy which shall have been in force for one year or more, may send to the Trustees at the Equitable Building, No. 120 Broadway, New York City, a written request, designating policy-holders of the Society to the number of not more than seven-thirteenths of the number of directors to be elected at the next ensuing election of directors for whose election as directors such policy

holder desires the Trustees to vote at such annual election of directors, or requesting the Trustees to exercise their discretion on his behalf in the selection of policy-holders to act as such directors.

Third: The Trustees are authorized, in respect of said stock, to take, in their discretion, by vote thereon or otherwise, any action necessary or proper to effect the consummation of said plan for the mutualization of the Society, by securing to the policy-holders the right to elect directly twenty-eight (28) of the fifty-two (52) directors of the Society, or a like proportion of the entire number of directors of which the Board of Directors shall from time to time consist.

Fourth: In case said plan of mutualization shall become operative and the policy-holders shall become entitled to vote directly for twenty-eight (28) directors of the Society out of an aggregate number of which the Board of Directors may from time to time consist, then the Trustees, in respect of the stock held under this agreement, shall continue to vote for such lawfully eligible persons to the remaining directors as they shall, in their uncontrolled discretion select.

Fifth: In case of vacancies in the Board of Directors, due to resignation, death or other cause, the Trustees may make recommendations to the Directors of the Society as to the persons to be elected to fill such vacancies to the end that the purposes of this agreement may be promptly and effectually accomplished.

Sixth: No vote shall be cast upon said stock for any purpose except with the unanimous approval of the Trustees, but the Trustees may empower any one of their number actually to cast their vote.

Seventh: Any Trustee may at any time resign by delivering to the other Trustees his resignation in writing. In case of the death or resignation of any Trustee, the vacancy shall forthwith be filled by an appointment made in writing by the remaining Trustees. The term "Trustees" whenever used herein shall include the parties of the second part, and their successors so appointed.

Eighth: The party of the first part shall be entitled to dividends on the stock deposited by him under this agreement.

Ninth: This agreement shall continue in force for the full period authorized by Section 20 of the General Corporation Law of the State of New York, viz., five (5) years from the date hereof. It shall be continued thereafter so long as the Trustees shall deem advisable, and the party of the first part hereby agrees that, upon the expiration of any period of five (5) years, he will, upon the request of the Trustees, execute an instrument continuing, for a further period of five (5) years, this agreement and the powers of the Trustees hereunder, including said power to require an extension hereof. This Agreement may, however, be terminated by the Trustees in their discretion whenever in their opinion its purposes have been accomplished, or for any reason its termination is, in their opinion, advisable.

Tenth: Every other stockholder of the Society may transfer his stock to the Trustees, to be held subject to the provisions of this Agreement, and thereupon may participate in the terms, conditions and privileges thereof.

In witness whereof, the parties hereto have set their hands unto five originals hereof the day and year first above written

In presence of

ELIHU ROOT,

PAUL D. CRAVATH,

THOMAS F. RYAN,

GROVER CLEVELAND,

MORGAN J. O'BRIEN,

GEORGE WESTINGHOUSE.

Voting Trust Agreement

AGREEMENT made.

.between..

organized and existing under the laws of.

other stockholders of....

..who shall become parties

to this agreement by signing the same, herein after called the "Stockholders," and... "Voting Trustee," and..

hereinafter called the

hereinafter called

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