INVESTMENT BANKERS' ASSOCIATION OF

AMERICA

EQUIPMENT REPORT-FORM IV

RAILROAD COMPANY

EQUIPMENT AGREEMENT SERIES

EQUIPMENT REPAIRED DURING SIX MONTHS AND IN SHOPS FOR REPAIR AND PRESENT CONDITION

I hereby certify that the foregoing statement is correct.

Supt. of Motive Power.

Suggestions to Corporations Desiring the Services of a Trust Company as Transfer Agent to Register Transfers of Stock

(Extracts from booklet published by the Old Colony Trust Company of Boston.)

"Corporations desiring the trust company to act in either of these capacities (transfer agent or registrar) should submit the following papers. Additional papers will be called for if required:

"(a) Certificate of incorporation of the company, certified by the Secretary of State of the state where the corporation is domiciled.

"(b) Minutes of the organization meetings of the stockholders and directors of the company, showing compliance with the necessary formalities to make the incorporation legal, such minutes to be certified by the clerk or secretary of the company.

"(c) By-laws, similarly certified.

"(d) Copies, similarly certified, of all votes, both of stockholders and directors, authorizing the issue of stock of the company, together with the certificate of the treasurer or other proper officer, stating the exact amount of stock outstanding, which was issued under each of such votes. If approval by the state is necessary in any form-e. g., by railroad commissionersformal evidence of such approval, and generally of compliance with all conditions precedent to the issue.

"(e) If the stock is issued as fully paid, evidence that such is the case, either in the form of a certificate of the treasurer to payment in cash at par, or, if the law of the state permits payment to be made otherwise than in cash, then satisfactory proof that payment has been made in compliance therewith.

"(f) Copy of the form of stock certificate which is to be issued, and which the trust company is expected to sign. This should be submitted for approval before it is engraved.

"(g) Vote of directors certified as in (b) approving the form of stock certificate; also vote similarly certified appointing the transfer agent and agent to register transfers of the company.

"(h) List similarly certified of the officers and directors of the company, with sample signatures of such as may sign certificates."

SUGGESTIONS ABOUT STOCK TRANSFERS

(Extracts from booklet published by the Old Colony Trust Company of Boston)

1. Signatures of stockholders on stock transfers, when unknown, must be verified in some way satisfactory to the transfer agent. This will usually be by guarantee of some Boston or New York stock exchange house or some well-known bank or trust company, or by acknowledgment before a notary public under seal.

2. If the holder's name is rightly given on the face of the certificate, he or his duly authorized attorney should sign the transfer exactly as the certificate is made out, without alteration or enlargement.

3. If an error was made in issuing the certificate, the transfer agent should be informed of the facts. Do

not make corrections on the face of the certificate. If the assignment is filled out erroneously, alterations should be made in ink only, leaving the original writing legible. Do not use erasers of any sort.

4. Enter in the transfer space on the back of the certificate the full name of each person to whom the stock is to be assigned, writing out the number of shares to be so transferred, and the street or post-office address of the transferee. It is essential to leave the attorney space blank, if one is provided.

5. In transferring to individuals, use the full Christian name; and, if the transferee be a woman, the title "Miss" or "Mrs." Avoid using diminutives.

6. In transfers to a married woman, use her own Christian name, not her husband's. In case of a change of name by marriage, send the stock certificate to the transfer agent with the transfer filled out to the correct name, signed after this manner, "Mrs. Mary James, formerly Mary Jones," having the signature properly verified.

7. Assignments to a corporation or association should give the complete legal title.

8. Certificates issued to a minor or an insane person should bear the guardian's name; for example, "John Jones, minor (or incompetent), under guardianship of Henry Jones." If a transfer is desired of stock so held, a recently certified copy of the guardian's appointment should be shown, together with the license of the court appointing the guardian, if such license is necessary under the laws of the state having jurisdiction. Termination of the guardianship should be shown by a certificate from the court, birth certificate, or other satisfactory evidence.

9. On certificates issued to trustees the trust must be fully described, exact reference being made to the will or other document creating the trust; and, whenever possible, the name of the beneficiary should be given.

10. Transfers by trustees, where a power of sale is not granted by the instrument creating the trust, cannot be made without license from the court or the consent of all the beneficiaries. In every case the instrument creating the trust and proper evidence of the trustee's appointment should be exhibited. If there is more than one trustee, all must sign transfers.

11. Transfers made by administrators or executors must be accompanied by a recently certified copy of court appointment. When made by executors or administrators with the will annexed, of estates which have been in probate over three years, a certified copy of the will should be shown. If there is more than one administrator or executor, a majority should sign.

12. Trustees, administrators, executors, guardians, and attorneys should not transfer to themselves individually; nor should husband and wife transfer directly from one to the other, unless such transfers are authorized by the laws of the state when the transfer is signed.

13. Transfers from corporations or associations should be executed by their officials duly authorized for the purpose, and accompanied by a certified copy of the vote or by-law authorizing the transfer. Such vote or by-law should be certified to by an official other than the one signing the transfer.

14. Transfers by attorney must be accompanied by the original or a notarial copy of the power of attorney, and evidence should be given that the signa