or other paper or document believed by it to be genuine and to have been signed or sent by the proper party.

12. The Committee is authorized and empowered to prepare and adopt and approve a plan or plans for the reorganization or readjustment of the affairs of the Company. It may negotiate with any and all of the holders of securities or obligations of the Company, or any Committee thereof, in respect to the provisions of such plan or the execution thereof on the part of the Depositors. Said plan or plans shall be in such form and contain such terms, powers and conditions as shall to the Committee seem equitable and fair, and may include the appointment of trustees to hold and vote upon the stock, or any part or any class of stock of the Company, or upon the stock or any part or any class of stock of the reorganized corporation, upon such terms and for such time as to the Committee may seem proper. Such plan or agreement may provide for the sale of the properties of the Company, and for the purchase of all or any of the property at any foreclosure or other sale, or the acquisition of other property which, in the opinion of the Committee, may be advantageous for the preservation, improvement, development or protection of the securities deposited with the Committee; for the organization of such corporation or corporations as may be suitable and for the acquisition in any manner by such corporation or corporations of such stock, securities or property; for the issue, disposition and distribution of all or any of the stock or bonds of the new corporation or corporations; and for the raising of any sums in cash deemed necessary by the Committee in its uncontrolled discretion for any of the purposes of the organization or readjustment or for the reorganized corporation or corporations. In the event of the adoption or approval by the Committee of any such plan, a copy thereof shall be filed with the Depositary and a brief notice of the filing of said plan shall thereupon be published by the Committee... .a week for .successive weeks in a newspaper published respect

ively in each of the following cities:..

and such filing of said plan and publication of said notice shall be conclusive notice to all Depositors of the adoption of said plan by said Committee. Any Depositor who may not assent

to such plan, may, within.......days after the date of the first publication of such notice, withdraw from this Agreement and dissent from such plan at his option, by filing with the Depositary a written notice of his dissent, specifying the dates and numbers of all Certificates of Deposit held by him, and of his desire to withdraw from this Agreement. Upon the filing of such notice of dissent and the payment for the account of the Committee of such sum as the Committee shall, in its discretion, fix as a fair proportion of the expenses and disbursements of the Committee payable by the Depositor so dissenting, on such withdrawal such Depositor shall be fully released from the obligations of this Agreement and shall cease to have any rights hereunder and to be a party hereto and shall be entitled to receive from said Depositary, upon the surrender to it of the Certificates of Deposit held by him with properly executed transfers thereof and upon the payment of all stamp taxes required by law, stock to the amount set forth in the Certificates of Deposit so surrendered.

In the absence of any such express dissent filed by any such Depositor, assent to and ratification of any such plan shall be conclusively and finally assumed and is hereby expressly conferred and irrevocably given, whether or not such Depositor shall have had actual notice of the adoption, approval or filing of such plan, or of the contents thereof. The Committee shall have power to determine whether a sufficient assent has been made hereunder to justify it in declaring any plan adopted under this Agreement to be operative, and such declaration shall thereupon be filed with the Depositary and notice thereof shall be given in such manner as the Committee may deem proper.

The Committee undertakes in good faith to endeavor to carry out any plan which may be declared operative under this Agreement if they deem it advisable, but it is expressly agreed that the Committee assumes no responsibility or obligation whatsoever in respect thereto.

13. The deposited shares of stock shall be charged with the payment of the compensation, expenses and disbursements of the Committee and of the Depositary. The Committee is authorized to borrow such sums of money as may in its judg

ment be necessary for the payment of its compensation and expenses, and the compensation of its counsel, attorneys, agents and other employees, and the compensation and expenses of the depositary, and also such other sums as the Committee shall deem necessary for any purpose for the protection of the Depositors; and the Committee may pledge for the payment of the money so borrowed, the deposited stock, or a part thereof. Any pledge of or change upon the stock deposited hereunder shall be made subject to the rights in respect of Depositors to receive stock of the class and of the amount set forth in the Certificates of Deposit respectively held by them, when entitled thereto under any of the provisions of this Agreement, subject to the compliance with the conditions in respect thereof in this Agreement set forth, upon making payment of their proportionate share of the expenses and disbursements to the Committee as provided in Section Eighth hereof. Nothing in this Agreement shall obligate any Depositor to contribute or pay any sum of money except as a condition of obtaining the shares of stock represented by his Certificate of Deposit, upon the termination of this Agreement, or his withdrawal therefrom in accordance with the provisions hereof, or as a condition of participating in any plan which provides for any such payment, and otherwise recourse shall be had only against the deposited stock and other property in the possession of the Committee.

14. The Committee shall have power whenever it may deem proper to terminate this Agreement, either in whole or from time to time in respect to the stock deposited hereunder, and thereupon, upon surrender of the Certificates of Deposit to the Depositary, properly endorsed in blank, and upon payment to the Committee by the holders respectively of their fair proportion, as determined by the Committee, of the expenses and disbursements of the Committee, and upon payment of all stamp taxes required by law, stock deposited hereunder shall be returned to or distributed among the holders for the time being of the Certificates of Deposit, according to their respective interests in such stock. Any holder of a Certificate of Deposit, by the surrender of the Certificate and the receipt of any shares of stock distributed by the Committee

upon the termination in whole or in part of this Agreement, or allotted to such holder upon his withdrawal as hereinabove provided, releases and discharges the Committee and the Depositary, and their agents, from all liability and accountability of any character or description whatsoever. Upon the termination in whole of this Agreement as aforesaid, the Committee shall file with the Depositary its account of its expenses and disbursements, and the same shall be conclusive upon all Depositors hereunder.

15. This agreement and all provisions thereof shall bind and benefit the said parties hereto, each of their survivors, executors, administrators, successors, and assigns, but shall not constitute and shall not create any trust or obligation of any character in favor of any person not a party hereto; and nothing herein contained shall be construed to constitute a partnership between any of the parties hereto.

IN WITNESS WHEREOF the Committee has subscribed this Agreement and the Depositors have become parties hereto by the deposit of their Certificates for shares of stock of the Company and the receipt and acceptance of Certificates of Deposit issued hereunder, as of the day and year first above written.

Deposit Agreement Contemplating Plan of Reorganization— Another Form

AGREEMENT made this. such holders of the..

.between

..Bonds of.

(hereinafter called the "Company"), due on or before... ; and such holders of the debentures, preferred stock, and other securities of or claims against the said Company, as shall become parties to this agreement in the manner hereinafter provided (hereinafter called the "Depositors"), (hereinafter

...and...

called the "Committee");

WHEREAS, the Company is now without any quick assets with which to continue its business; and

WHEREAS, the said Company is the owner of certain real estate on which there is a power plant furnishing heat and power to buildings on the property, and buildings occupied by

tenants, and other buildings which might be leased or otherwise profitably employed, which power plant will be discontinued for lack of means to operate it, and all of which buildings and power plant will deteriorate in value, tenants, and opportunities for leasing, or other use of the property lost if the property is not kept up and used for the purposes to which it is adapted; and

WHEREAS, the holders of the..

Bonds,

and the holders of debentures, preferred stock, and other securities of or claims against the said Company, desire to organize and unite for the protection of their interests and thereby secure concerted action in order to preserve the property and assets of the Company;

NOW, THEREFORE, in consideration of the premises and of the benefits and the advantages to be derived by them respectively from the union of interests and concert of action, the Depositors, each for himself and not for any of the others, do hereby agree with each other and the Committee as follows:

1. The Depositors hereby make, constitute and appoint the Committee and their respective successors selected as hereinafter provided, as a Committee for the purposes and with the powers in this agreement provided, and further hereby constitute and appoint said Committee,. of

as the Depositary for the purposes stated in this agreement. A copy of this agreement signed by the Committee shall be filed with the said Depositary, and shall be conclusive evidence of its authority to act as such. The Committee may in its discretion change the Depositary, which change shall be signified to the original Depositary by a written notice addressed and mailed to it, postage prepaid, the provisions hereof in relation to the appointment, rights and duties, of the original Depositary to apply to any successor Depositary.

2. The Depositors respectively agree to assign, transfer and deliver, and do hereby assign, transfer and deliver to the Committee, the claims against the Company, the bonds, debentures, preferred stock, and all right to receive common stock of the Company and all documentary evidence of any such right, all hereinafter called "Securities," the nature, amount and class