meeting notice shall be given by the Secretary, by mail, to each shareholder, at his registered address, at least ten days before said meeting.

Special meetings of the shareholders may be called at any time, upon seven days' notice given as above stated, when ordered by the President or Trustees. At all meetings of the shareholders, each holder of shares, whether preferred or common, shall be entitled to one vote for each share held by him, and any shareholder may vote by proxy.

No business shall be transacted at any special meeting of the shareholders unless notice of such business has been given in the call for the meeting.

No business except to adjourn shall be transacted at any meeting of the shareholders unless the holders of a majority of all the shares outstanding are present in person or by proxy.

Tenth. The death of a shareholder or Trustee during the continuance of this trust shall not operate to determine the trust, nor shall it entitle the legal representative of the deceased shareholder to an accounting, or to take any action in the courts, or elsewhere, against the Trustees; but the executors, administrators, or assigns of any deceased shareholder shall succeed to the rights of said decedent under this trust, upon surrender of the certificate for the shares owned by him.

The ownership of shares hereunder shall not entitle the shareholders to any title in or to the trust property whatsoever, or right to call for a partition or division of the same, or for an accounting. Eleventh. The Trustees shall have no power to bind the shareholders personally, and the subscribers and their assigns and all persons or corporations extending credit to, contracting with, or having any claim against the Trustees shall look only to the funds and property of the trust for payment under such contract or claim, or for the payment of any debt, damage, judgment, or decree, or for any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor the shareholders, present or future, shall be personally liable therefor.

In every written order, contract, or obligation which the Trustees. shall give or enter into, it shall be the duty of the Trustees to stipulate that neither the Trustees nor the shareholders shall be held to any personal liability under or by reason of such order, contract or obligation.

Twelfth. This trust shall continue for the term of twentyone years, at which time the then Board of Trustees shall proceed to wind up its affairs, liquidate its assets, and distribute the same

among the holders of preferred and common shares according to the priorities hereinbefore expressed, PROVIDED, HOWEVER, that if prior to the expiration of said period, the holders of at least two-thirds of the shares then outstanding shall, at a meeting called for that purpose, vote to terminate or to continue this trust, then said trust shall either terminate or continue in existence for such further period as may then be determined.

For the purpose of winding up their affairs and liquidating the assets of the trust, the then Board of Trustees shall continue in office until such duties have been fully performed.

This agreement and declaration of trust may be amended or altered except as regards the liabilities of the Trustees at any annual or special meeting of the shareholders with the consent of the holders of at least two-thirds of the shares of each class then outstanding; provided notice of the proposed amendment or alteration shall have been given in the call for the meeting; and in case of such alteration or amendment, the same shall be attached to and made a part of this agreement, and a copy thereof shall be filed with the OLD COLONY TRUST COMPANY.

IN WITNESS WHEREOF, the said Gordon Abbott, Charles Francis Adams, 2d, S. Reed Anthony, John N. Beckley, Amos F. Breed, Everett W. Burdett, Charles E. Cotting, Eugene N. Foss, Walter Hunnewell, Stillman F. Kelley, E. Rollins Morse, Richard Olney, Percy Parker, S. Endicott Peabody, and Philip L. Saltonstall, Trustees, herein before mentioned, have hereunto set their hands and seals, in token of their acceptance of the trust hereinbefore mentioned, for themselves and their successors, and the said E. Rollins Morse, Henry Russell Shaw, Robert W. Emmons, 2d, and George W. Parker, as co-partners under the firm name of E. Rollins Morse and Brothers, and William A. Tucker, S. Reed Anthony, Philip L. Saltonstall, and Nathan Anthony, as co-partners under the firm name of Tucker, Anthony and Company, Subscribers, have hereunto set their hands. and seals, in token of their assent to and approval of said terms of trust, for themselves and their assigns, the day and year first above written.

(Signed)

E. Rollins Morse,
Henry Russell Shaw,
Robert W. Emmons, 2d,
George W. Parker,
William A. Tucker,
S. Reed Anthony,
Philip L. Saltonstall,
Nathan Anthony,

Co-PARTNERS UNDER THE FIRM NAME
OF E. ROLLINS MORSE & BROTHERS.

CO-PARTNERS UNDER THE FIRM NAME
OF TUCKER, ANTHONY & COMPANY.

Gordon Abbott,
Charles F. Adams, 2d,
S. Reed Anthony,
John N. Beckley,
Amos F. Breed,
Walter Hunnewell,
Stillman F. Kelley,

E. Rollins Morse,

Richard Olney,

Percy Parker,

Everett W. Burdett,
Charles E. Cotting,

Eugene N. Foss,
S. E. Peabody,

Philip L. Saltonstall.

Agreement and

Declaration of Trust of the

MASSACHUSETTS ELECTRIC COMPANIES.

CHART SHOWING PRINCIPAL FORMS OF BUSINESS ASSOCIATIONS WITH A COMPARATIVE SUMMARY OF LEADING FEATURES.*