quate) before such resignation is to take effect. Such resignation shall take effect on the day specified in such instrument, unless previously a successor trustee, or successor trustees, shall be appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor trustee or trustees.

(b) The Trustee, or any successor hereunder, may be removed, at any time, by an instrument, or concurrent instruments, in writing, executed by the holders of a majority in principal amount of the Bonds then outstanding and filed with the Trustee; and, at any time prior to the authentication and delivery of any Bonds, or, if, at any time, all of the Bonds previously authenticated and delivered shall have been surrendered to the Trustee and no Bonds shall be outstanding hereunder, any trustee hereunder, original or successor, may be removed by an instrument in writing executed by the Company and filed in like manner; and, in such last mentioned case, the Company, by an instrument in writing, executed by order of its Board of Directors, or its Executive Committee, may appoint a successor to the trustee so removed.

(c) In case, at any time, the Trustee, or any successor, or successors, shall resign, or shall be removed by holders of the Bonds, or shall otherwise become incapable of acting, a successor, or successors, in the trust may be appointed by the Company, if, at the time of such resignation, the Company shall not be in default in any of its covenants herein expressed. If the Company shall be in default, then such successor, or successors, shall be appointed by the holders of a majority in principal amount of the Bonds then outstanding, by an instrument, or concurrent instruments, in writing signed by such holders of the Bonds, or their duly authorized attorneys in fact, and filed with the Company; provided, nevertheless, and it is hereby agreed and declared that, in case of any such resignation, removal, or other incapacity, the Company, by an instrument executed by order of its Board of Directors, or its Executive Committee, may, notwithstanding the existence of such default, appoint such successor, or successors, until a new trustee shall be appointed by the holders of the Bonds as herein authorized: The Company shall publish notice of any such appointment by it made at least once in each calendar week (in each instance upon any day of the week) for four (4) successive weeks in a newspaper of general circulation in the Borough of Manhattan, City of New York; but

any new trustee appointed by the Company shall immediately, and without further act, be superseded by a trustee appointed by the holders of the Bonds in the manner above provided.

(d) If, in a proper case, no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this Article, within sixty (60) days after the resignation, or removal, of any trustee hereunder shall have taken effect, or after any trustee hereunder shall have become incapable of acting, any holder of Bonds, or the retiring trustee, may apply to any court (state or federal), having jurisdiction, to appoint a successor trustee, and such court may, if it deems proper, appoint a successor trustee.

(e) Every successor trustee hereunder shall be a national, or New York State, bank, or trust company, having an office in the Borough of Manhattan, in the City of New York, and having paidup capital and surplus aggregating not less than $2,000,000, unless there be no such bank, or trust company, fully authorized and qualified and willing to discharge the duties of trustee hereunder.

(f) If, at any time, or times, in order to conform to any legal requirement, the Company, or Trustee, shall so request, the Company and the Trustee shall have power to appoint and shall unite in the execution and delivery of all instruments and the performance of all acts necessary, or proper, to appoint some bank, or trust company, or one or more persons, approved by the Trustee, as additional trustee, or trustees, either to act as co-trustee, or co-trustees, hereunder, or as co-trustee, or co-trustees, of all, or any, of the property, or moneys (if any) at the time subject hereto, jointly with the Trustee originally named herein, or its successor, or successors, or to act as a separate trustee, or trustees, hereunder, or of any of such property, or moneys, and, in. either case, with such of the rights, powers, duties and obligations hereby conferred, or imposed, upon the Trustee as shall be stated in such instrument of appointment, the same to be exercised either jointly with the Trustee, or separately as such instrument may prescribe, and the Company hereby irrevocably appoints the Trustee its agent, without any further act by the Company (whenever during the continuance of an event of default, as defined in Section 2 of Article Fifth hereof, the Company shall not, within thirty (30) days after request by the Trustee, join with it in any such appointment) to appoint any such additional trustee, or co-trustee, and to execute, deliver and perform any

and all instruments and agreements necessary, or proper, in connection therewith.

(g) Any new trustee appointed hereunder shall execute, acknowledge and deliver to its, or his, co-trustee, or co-trustees, if any, and, also, to the Company and to the retiring trustee, an instrument accepting such appointment hereunder, and, thereupon, such new trustee, without any further act, deed, or conveyance, shall become fully vested with all the properties and moneys (if any), interests, rights, powers, trusts, duties, and obligations of his, or its, predecessor in the trust, or, if a co-trustee hereunder, with all such thereof as shall be described, or set forth, in the instrument of its, or his, appointment, with like effect as if originally named as trustee herein and hereby vested with the same properties, interests, rights, powers, trusts, duties and obligations; but any trustee ceasing to act shall, nevertheless, upon the written request of the Company, or of the new trustee, execute and deliver an instrument transferring to such new trustee, or to such new trustee and its, or his, cotrustee, upon the trusts herein expressed, all of the properties, moneys, interests, rights, powers and trusts of the trustee so ceasing to act and shall duly assign, transfer and deliver all property and moneys held by, or for the account of, such trustee to the new trustee. Should any deed, conveyance, mortgage, or other instrument in writing, from the Company be required by the new trustee for more fully and certainly vesting in and confirming to such new trustee such properties, moneys, interests, rights, powers and duties, or any thereof, any and all such deeds, conveyances, mortgages and other instruments in writing shall, upon request, be executed, acknowledged and delivered by the Company.

(h) Any trustee, or trustees, hereunder may, so far as may be lawful, at any time, by an instrument in writing, constitute any other trustee hereunder its, his, or their, agent and attorney in fact, with power and authority, to the full extent which may be permitted by law, to do all acts and things and exercise all discretions hereunder in behalf and in the name of the trustee, or trustees, executing such instrument.

SECTION 4. (a) Any corporation into which the Trustee, or any successor to it in the trusts created by this Indenture, may be merged, or with which it, or any successor to it, may be consolidated, or any corporation resulting from any merger, or consolidation, to which the Trustee, or any such successor to it, shall be a

party, provided such corporation shall be a national, or New York State bank, or trust company authorized to transact business in the Borough of Manhattan in the City of New York, shall be the successor trustee under this Indenture, without the execution, or filing, of any paper, or other act upon the part of either of the parties hereto, anything herein to the contrary notwithstanding.

(b) In case any of the Bonds shall have been authenticated but not delivered, any such successor trustee may adopt the certificate of authentication of the Trustee, or of any successor, or successors, to it as such trustee hereunder, and may deliver such Bonds so authenticated; and, in case any of the Bonds shall not have been authenticated, any such successor trustee may authenticate such Bonds, either in the name of any predecessor trustee, or in the name of such successor trustee, and, in all such cases, such certificate shall have the full force which it is provided anywhere in said Bonds, or in this Indenture, that the certificate of the Trustees shall have.

SECTION 5. In all cases where this Indenture does not make other express provision as to the evidence upon which the Trustee may act, or refrain from acting, the Trustee shall be protected in acting, or refraining from acting, under any provision of this Indenture in reliance upon a certificate as to the existence or nonexistence of any facts, signed by the President, or a Vice-President, of the Company, or signed by its Treasurer, or an Assistant Treasurer.

IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture to be signed by their respective Presidents, or VicePresidents, and their respective corporate seals to be hereto affixed, duly attested, as of the day and year first above written. John Doe & Company, By John Doe, President.

(Seal) Attest:

John Jones,

(Seal)

Attest:

Secretary.

The Blank National Bank of the City of New York,

John Smith,

Secretary.

By Richard Roe,

President.

No. 393.

Voting trust agreement."

THIS AGREEMENT, made January 5, 1923, between the holders of stock of the Doe Railroad Company, a corporation of the States of New York and New Jersey, who shall become parties to this agreement by signing the same (herein called the "Subscribers"), parties of the first part, and John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City, and Richard Roe and Henry Koe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Voting Trustees"), parties of the second part, WITNESSETH:

WHEREAS, each of the Subscribers represents that he is the owner of the number of shares of stock set opposite his signature hereto in the Doe Railroad Company (herein called the "Railroad Company"); and

WHEREAS, the Subscribers deem it to be greatly to the interests of said Railroad Company and of all the stockholders therein that this agreement should be made:

Now, THEREFOre, it is hereBY MUTUALLY AGREED, AS FOLLOWS: 1. Each of the Subscribers agrees forthwith to deposit with the Voting Trustees, or with their authorized agent, the certificate, or certificates, for his said shares, together with a proper and sufficient instrument, duly executed, for the transfer thereof to the Voting Trustees.

2. (a) Upon deposit, as aforesaid, by any Subscriber of a certificate, or certificates, of stock hereunder, accompanied by a transfer as aforesaid, the Voting Trustees shall deliver, or cause to be delivered, to such Subscriber, or upon his order, their voting trust certificate, or certificates, for the same number of shares of common, or preferred, stock (as the case may be) of the Railroad Company as is represented by the certificate, or certificates, so deposited, which voting trust certificates so to be delivered upon deposit of common stock shall be in substantially the following form:

No........

DOE RAILROAD COMPANY.

Shares.....

COMMON STOCK VOTING CERTIFICATE.

This certifies, that on January 4, 1928,....

will be

entitled to receive a certificate, or certificates, expressed to be fully paid, Adapted from Hudson & Manhattan R. Co. v. State (1919) 227 N. Y. 233, 125 N. E. 202.