of the Company issued by way of dividend upon stock held by them subject to said agreement, they shall hold such stock subject to the terms of said agreement, and shall issue stock trust certificates representing such stock to the respective registered holders of the then outstanding stock trust certificates entitled to such dividend.

Fifth. Any Voting Trustee may, at any time, resign by delivering to the other Trustees, in writing, his resignation, to take effect ten days thereafter. In case of the death or the resignation or inability of any Voting Trustee to act, the vacancy so occurring shall be filled by the appointment of a successor or successors, to be made as follows: Any successor in the line of succession to George W. Perkins shall by appointed by J. P. Morgan & Co., as said firm now is or may hereafter be constituted. Any successor in the line of succession to Charles Deering shall be appointed by James Deering, or in the case of his failure to act, by Richard F. Howe, and in case of the failure of either to act, by the other two Voting Trustees. Any successor in the line of succession to Cyrus H. McCormick shall be appointed by Harold F. McCormick, or in case of his failure to act, by Stanley McCormick, and in case of the failure of either to act, by the other two Voting Trustees. The term Voting Trustees, as used herein and in said certificates, shall apply to the parties of the second part and their successors hereunder.

Sixth. The Voting Trustees may adopt their own rules of procedure. The action of a majority of the Voting Trustees expressed from time to time at a meeting or by writing with or without a meeting, shall, except as otherwise herein stated, constitute the action of the Voting Trustees and have the same effect as though assented to by all. Any Voting Trustee may vote in person or by proxy, and may act as a director or officer of the Company.

Seventh. In voting the stock held by them, the Voting Trustees will exercise their best judgment from time to time to secure suitable directors, to the end that the affairs of the Company shall be properly managed, and in voting and in acting on other matters which shall come before them as stockholders or at stockholders' meetings, will likewise exercise their best judgment, but they assume no responsibility in respect of such management or in respect of any action taken by them or taken in pursuance of their consent thereto as such stockholders, or in pursuance of their vote so cast, and no Voting Trustee shall incur any responsibility by reason of any error of law or of any matter or thing done or suffered or omitted to be done under this agreement, except for his own individual willful malfeasance.

Eighth. The Voting Trustees possess and shall be entitled in their

discretion to exercise, until the actual delivery of stock certificates in exchange for stock trust certificates, all rights and powers of absolute owners of said stock, including the right to vote for every purpose and to consent to any corporate act of said Company, it being expressly stipulated that no voting right passes to others by or under said stock trust certificates or by or under this agreement, or by or under any agreement, expressed or implied; the Voting Trustees shall not, however, during the pendency of this agreement, vote in respect of the shares of the capital stock of the Company held by them, to authorize or consent to any mortgage or other lien upon the property of the Company, or (except as herein otherwise specifically provided) to authorize any increase or diminution in the amount of the authorized capital stock of said Company, except with the consent in each instance of the holders of stock trust certificates representing two-thirds in amount of each class of stock at the time deposited hereunder, given in writing, or by vote at a meeting called for that purpose; provided, however, that the Voting Trustees may, in their discretion, prior to July 1, 1903, without the consent of holders of any stock trust certificates, consent to and authorize the increase of the Company's capital stock to an amount not exceeding one hundred and eighty million dollars ($180,000,000).

Ninth. For the purposes of this agreement any consent in writing by the holders of stock trust certificates may be in any number of concurrent instruments of similar tenor, and may be executed by the certificate holders in person, or by agent or attorney appointed by an instrument in writing. Proof of the execution of any such consent, or of a writing appointing any such agent or attorney, or of the holding by any person of stock trust certificates issued hereunder, shall be sufficient for any purpose of this indenture, and shall be conclusive in favor of the Voting Trustees with regard to any action taken by them under such consent, if made in the following manner, viz.: (a) the fact and date of the execution by any person of any such consent may be proved by the certificate of any notary public or other officer authorized to take, either within or without the State of New York, acknowledgements of deeds to be recorded in any State, certifying that the person signing such consent acknowledged to him the execution therof; or by the affidavit of a witness to such execution. (b) the amount of stock trust certificates held by any person executing any such consent and the issue of the same, may be proved by a certificate executed by any trust company, bank or other depositary (wheresoever situated) whose certificate shall be deemed by the Voting Trustees to be satisfactory, showing that at the date therein mentioned such person had on deposit with such depositary, or exhibited

to it, the stock trust certificates numbered and described in such depositary's certificate.

Tenth. All notices to be given to the holders of stock trust certificates hereunder shall be given either by mail to the registered holders of stock trust certificates at the addresses furnished by such holders to the Voting Trustees or to the agents of the Voting Trustees, or by publication in two daily papers of general circulation in the City of New York and in two daily papers of general circulation in the City of Chicago, twice in each week for two successive weeks; and any call or notice whatsoever, when either mailed or published by the Voting Trustees as herein provided, shall be taken and considered as though personally served on all parties hereto, including the holders of said stock trust certificates, and such mailing or publication shall be the only notice required to be given under any provision of this agreement.

Eleventh. This agreement may be simultaneously executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

In witness whereof, the several parties have hereunto set their hands and seals, in the City of New York, the day and year first hereinabove mentioned.

On this thirteenth day of August, in the year nineteen hundred and two, before me personally came William C. Lane, to me known, and known to me to be the individual described in and who executed the foregoing instrument, and he acknowledged to me that he executed the same.

[SEAL.]

JOHN P. TUOMEY,

Notary Public, Kings County.
Certificate filed in N. Y. Co.

STATE OF NEW YORK,

County of New York,

ss.:

On this thirteenth day of August, in the year nineteen hundred and two, before me personally came George W. Perkins, Charles

Deering and Cyrus H. McCormick, to me known, and known to me to be the individuals described in and who executed the foregoing instruments, and they severally acknowledged to me that they executed the same. [SEAL.]

JOHN J. DALY,

Notary Public, Kings County.

Certificate filed in N. Y. Co.

GREAT NORTHERN IRON ORE PROPERTIES

Trustees' Certificate of Beneficial Interest.

The undersigned, as Trustees under a certain Indenture entered into between them and the Lake Superior Company, Ltd., on the 7th day of December, A. D. one thousand nine hundred and six, do hereby certify that is the owner of shares of the beneficial

interest therein specifically described. This certificate is transferable only upon the books of the Trustees in person or by attorney, and upon the surrender of this certificate. This certificate shall not be valid until countersigned by the Registrar of Transfers.

IN WITNESS WHEREOF, the Trustees have signed this certificate