the extension recommended by the committee, the extension shall not take effect. But if no such dissent is so registered within the period and in the manner above specified, the committee shall have and are hereby given full power to grant one or more extensions of said period, such extensions, however, not to exceed in the aggregate two additional years and such extension, or extensions, shall thereupon become operative and the committee shall file with the depositary a declaration signed by them, or a majority of them, to that effect.

Dissenting bondholder-Withdrawal.

Any depositor who may not agree to any such modification or amendment, or any such extension, may dissent therefrom by filing with the depositary written notice of his dissent, executed by him, as hereinbefore provided, and paying to the committee his pro rata share, as determined by the committee, of all expenses (not exceeding one per cent. of the principal amount of the bonds represented by his certificate) and also of all liabilities incurred by it up to that time. Upon filing such dissent and making such payment, the depositor shall be entitled to withdraw from this agreement and, upon surrender of his certificates of deposit, to receive bonds in the principal amount of those represented thereby or proceeds thereof or substitutes therefor.

Notices Sufficiency.

Paragraph Sixteenth. All notices to the depositors required or provided for in this agreement, or which the committee shall deem proper to give, shall be sufficiently given except as herein otherwise specifically provided, if mailed in post-paid envelopes addressed to the respective depositors at their addresses registered on the books of the depositary.

Any notice when so given shall be conclusively taken and deemed the same and of like effect as if personally served on the depositor to whom addressed as of the date of mailing thereof, whether actually received or not.

Interpretation of agreement-Powers.

Paragraph Seventeenth. No enumeration of specific powers, rights or authority or of any other matter or things contained in any of the provisions of this agreement shall be construed to limit or restrict the absolute assignment, sale, and transfer of the bonds deposited hereunder, or to limit or restrict any grant of general powers, rights or authority contained in this agreemont or conferred upon the committee by any of the provisions

hereof; nor shall any such enumeration be construed to limit or restrict any of the general provisions of this agreement.

And it is understood and agreed that the committee shall have and it is hereby given any and all powers which it may deem necessary or expedient for carrying out or promoting the purposes of this agreement, notwithstanding any such power be apparently of a character not now contemplated or not herein distinctly specified.

Binding extent.

Paragraph Eighteen. This agreement and all of its provisions shall bind and enure to the benefit of the several parties and their survivors, heirs, executors, administrators, successors, and assigns respectively; but shall not be deemed or construed to create a partnership between the parties hereto or any of them, or create any trust or obligation of any character in favor of any person, corporation, or association not a party hereto.

Release and discharge of committee.

Paragraph Nineteenth. The receipt of any cash, securities, or other property or certificates of interest therein, distributed under any of the provisions of this agreement or of any plan adopted as herein provided and the surrender of his certificate of deposit by any depositor shall constitute a release and discharge of the committee and of the depositary by such depositor from all liabilities and accountabilities of every kind, character and description whatsoever.

Same.

Paragraph Twentieth. The receipt by the holders of certificates of deposit for more than seventy-five per cent. of the total principal amount for which certificates of deposit have been issued of any cash, securities or other property or certificates of interest therein, distributed under any of the provisions of this agreement or of any plan adopted as herein provided and the surrender of such certificates of deposit shall constitute a release and discharge of the committee and of the depositary on the part of the holders of all outstanding certificates of deposit from all liability and accountability of every kind, character and description whatsoever, save the obligation to make delivery of a like pro rata amount of cash, securities or other property or certificates of interest therein upon the surrender of outstanding certificates of deposit.

Execution hereof.

Paragraph Twenty-First. Two printed copies of this agreement signed by each member of the committee shall be lodged with the depositary.

This agreement shall become effective when signed by a majority of the members of the committee.

This agreement may however, be executed in any number of counterparts each of which shall be deemed to be an original, and such counterparts together shall constitute but one instrument with the same effect as if all the parties executing such counterparts had executed but one instrument.

Committee may terminate agreement.

This agreement may at any time be terminated by a majority vote of the committee upon notice thereof being filed with the depositary and mailed to the depositors at their several registered addresses, as the same may appear on the books of the depositary; or by the holders of certificates of deposit representing more than fifty per cent. of the total principal amount of the bonds then on deposit by an instrument, or instruments in writing, filed with the depositary and signed by the depositors so exercising the power of termination, and paying to the committee their respective pro rata share of all expenses and liabilities incurred by it under this agreement, and complying with the provisions of Paragraph Tenth.

In Witness Whereof, the members of the committee as parties of the first part have hereto set their hands and seals, and the depositors as parties of the second part have hereto set their hands and seals or have become parties hereto by depositing their bonds and accepting certificates of deposit hereunder, all as of the day and year first above written.

(Drawn by HORACE K. TENNEY OF TENNEY, HARDING, SHERMAN & ROGERS, Chicago, Illinois.)

Form 3298.

Certificate of Deposit of First Mortgage Twenty Year Gold Bonds of Chicago Railways Company.

(EXHIBIT "A" TO ABOVE FORM.)

This certifies that (or his predecessor in interest) has deposited with the undersigned depositary First Mortgage Twenty-Year Gold Bonds issued by Chicago Railways Company under its mortgage deed of trust executed to the Harris Trust and Savings Bank, as trustee, dated as of 19-, of the aggregate principal amount of — dollars ($) the said bonds being numbered and each bond having attached thereto coupons due and thereafter. The said bonds and coupons are deposited, and this certificate is issued, under the terms of a certain Bondholders' Protective Agreement relating to the said bonds, dated, 19, now on file in the office of the undersigned depositary, and are held under and by virtue of the terms and conditions of the said agreement, subject to the control, direction and disposition of the committee therein named and their successors, the said committee being the parties of the first part to the said agreement, and Harris Trust and Savings Bank, Chicago, Illinois, being the depositary under the said agreement. The holder of this certificate and any transferee hereof, by accepting this certificate, becomes a party to and bound by the said agreement, to which reference is hereby expressly made.

This certificate is transferable only on the books of the depositary under the said agreement by the registered holder thereof in person, or by his attorney thereunto duly authorized in writing, and must be returned to the said depositary properly indorsed before the holder or transferee thereof may receive the bonds and coupons so deposited, or anything in lieu thereof; and the undersigned shall not be bound to take notice of or be affected by any trust respecting the title or ownership of this certificate, or the bonds and coupons represented thereby. Dated at Chicago, Illinois,

Harris Trust and Savings Bank,

Depositary,

By

Assistant Secretary.

(Drawn by Horace K. Tenney of TENNEY, HARDING, SHERMAN & ROGERS, Chicago, Illincis.)

Form 3299.

Bondholders' Protective Agreement-Another Form.

and

This agreement, dated the day of, 19-, made by and between (hereinafter designated the "committee"), parties of the first part, and such holders or owners of the first mortgage bonds of The Edgehill Land Company (hereinafter designated the "company") as shall become parties to this agreement in the manner hereinafter provided (hereinafter designated the "depositors"), parties of the second part, witnesseth:

Whereas the depositors are the holders and owners of a large amount of the first mortgage bonds of the company; and

Whereas for the protection of the interests of the depositors in said securities it seems necessary to secure concerted action through the committee herein provided for,

Now, therefore, the depositors, in consideration of the premises and of the advantages that will accrue to them respectively from a union of interests and a concert of action, and in consideration of their mutual promises, do hereby each for himself and not for any of the others, agree with each other and with the committee as follows:

1. This agreement shall be signed by the members of the committee in duplicate, and one original shall be deposited with The Superior Savings and Trust Company of Cleveland, Ohio, at its office in the city of Cleveland, Ohio.

Who may become parties.

2. Holders of the first mortgage bonds of The Edgehill Land Company may become parties to this agreement and obtain the benefits hereof by depositing under the terms of this agreement, within such period or periods as the committee may designate for that purpose, with The Superior Savings and Trust Company of Cleveland, Ohio (hereinafter designated the "depositary"), their bonds with the coupons thereunto attached or belonging; but the committee may in its discretion, either generally or in special instances, and on such terms and conditions as it may prescribe, extend the period or designate a new period or periods within which such bonds may be deposited as aforesaid. The