pointed; and upon the death, resignation, or removal of any Trustee, or any appointment in his place in pursuance of these presents, all his powers and authorities, by virtue hereof, shall cease; and all the estate, right, title and interest in the said premises of any Trustee so dying, resigning, or being removed, shall, if there be a co-Trustee surviving or continuing in office, wholly cease and determine; but the said Trustee so resigning or being removed, shall, on the written request of the new Trustee who may be appointed, immediately execute a deed or deeds of conveyance to vest in such new Trustee, jointly with the continuing Trustee, and upon the trusts herein expressed, all the property, rights and franchises which may be at that time held upon the said trusts. Provided, nevertheless, that it is hereby agreed and declared, that for the first vacancy in the trust hereby created, which may happen as hereinbefore provided, in respect to either of the parties of the second part hereto, Charles Lanier, of the City and State of New York, is hereby designated and appointed to fill such vacancy, with the same effect as if he had been appointed in the manner hereinbefore specified; and in case it shall at any time hereafter prove impracticable, after reasonable exertions, to appoint in the manner herein before provided a successor in any vacancy which may have happened in said trust, or in case the trust shall become wholly vacant, application in behalf of all the holders of the bonds secured hereby may be made by the surviving or continuing Trustee; or, if the trust be wholly vacant, by holders of the said bonds to the aggregate amount of one hundred thousand dollars, to any Circuit Court of the United States, for any Judicial District in which any part of the aforesaid railway may be situate, for the appointment of a new Trustee or new Trustees.

IN WITNESS WHEREOF, the parties of the first part have hereunto set their respective hands and seals, and the parties of the second part have also set their respective hands and seals, for the purpose of evidencing their acceptance of the trust hereby created, on the day and year first above written.

5.-FINAL CONVEYANCE TO RAILWAY COMPANY, SUBJECT TO THE MORTGAGES.

THIS INDENTURE, made this second day of March, in the year of our Lord one thousand eight hundred and sixty-two, between JAMES F. D. LANIER, and MARY M. LANIER, his wife, SAMUEL J. TILDEN, bachelor, and Louis H. MEYER, and ANN CHARLOTTE MEYER, his wife, of the City and State of New York; J. EDGAR THOMSON, and LAVINIA F. THOMSON, his wife, of the City of Philadelphia, and State of Pennsylvania; and SAMUEL Hanna, and ELIZA HANNA, his wife, of the town of FORT WAYNE, and State of Indiana, of the first part, and the PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY of the second part, WITNESSETH:

Whereas, the said Pittsburgh, Fort Wayne and Chicago Railway Company, party of the second part, is vested with franchises to be a corporation, granted to the said Company, by the States of Pennsylvania, Illinois and Indiana, respectively; and has become duly organized as a corporation, in conformity to the pro

vision of the said grants, with capacity in its corporate character, to take, hold and exercise other franchises, and particularly with capacity to acquire, hold, maintain and operate the continuous railway, extending from Pittsburgh, in the State of Pennsylvania, to Chicago, in the State of Illinois, commonly known as the Pittsburgh, Fort Wayne and Chicago Railroad, together with its equipments and appurtenances.

And whereas, the said Company has agreed with the parties of the first part, to buy the aforesaid railway, and, in evidence of a portion of the consideration for the same, has made and delivered to the parties of the first part its bonds, bearing date on the first day of March, in the year one thousand eight hundred and sixty-two, and payable at the office or agency of the said Company, in the City of New York; of which bonds, six thousand and six hundred, secured by a first lien, created by a deed of trust or mortgage hereinafter mentioned, amount in the aggregate to the sum of five million two hundred and fifty thousand dollars; are payable on the first day of July, in the year one thousand nine hundred and twelve, and are redeemable, at the option of the Company, at any time after the first day of July, one thousand eight hundred and sixty-seven, on any day on which a halfyearly instalment of interest shall fall due, and are convertible, at the option of the holders thereof, upon any such day, into bonds, to be issued and secured in the same manner as the said bonds, but bearing interest at the rate of six per cent., and irredeemable, except by a sinking fund of one per cent., per annum, on the whole amount of the said six per cent. bonds which shall have been issued, to be reserved and applied in the manner in said deed of trust specified; all of which bonds originally issued, as aforesaid, bear interest at the rate of seven per cent. per annum, payable semi-annually, at the office or agency of said Company, in the City of New York, on the several days in the said bonds mentioned; five thousand two hundred and sixty bonds, secured by a second lien, created by a deed of trust or mortgage hereinafter mentioned, amount in the aggregate to the sum of five million one hundred and sixty thousand dollars; are payable upon the first day of July, in the year one thousand nine hundred and twelve, and are redeemable,at the option of the Company,at any time after the first day of July, one thousand eight hundred and sixty-seven, on any day on which a half-yearly instalment of interest shall fall due, and are convertible, at the option of the

holders thereof, upon any such day, into bonds to be issued and secured in the same manner as the said bonds, but bearing interest at the rate of six per cent., and irredeemable, except by a sinking fund of one per cent. per annum on the whole amount of the said six per cent. bonds which shall have been issued, to be reserved and applied in the manner in said second deed of trust or mortgage specified; all of which bonds, originally issued, as aforesaid, bear interest after the first day of April, 1862, at the rate of seven per centum per annum, payable semi-annually, at the office or agency of the said Company in the City of New York, on the several days in the said bonds mentioned; twentyfive hundred bonds, secured by the third lien, created by a deed of trust or mortgage hereinafter mentioned, amount in the aggregate to the sum of two millions of dollars, are payable at the pleasure of said Company, after the first day of July, in the year one thousand nine hundred and twelve, and bear interest at such rate, not exceeding seven per centum per annum, as the net earnings, in said third deed of trust or mortgage defined, of the said railway, in each calendar year, may suffice to pay, after satisfying the interest on the First and Second Mortgage Bonds of the said Company-such interest for each calendar year, upon the said bonds, being payable at the office or agency of the said Company in the City of New York, on the first day of April, after the termination of each year.

And whereas, the said Company, for the residue of the said consideration, has issued and delivered to the said parties of the first part, or to persons designated by them, sixty-five thousand shares of its capital stock, amounting in the aggregate to six million five hundred thousand dollars.

And whereas, the parties of the first part to these presents, for the consideration in the said several deeds of trust or mortgage expressed, and in order to secure the payment of the principal and interest of the bonds aforesaid, issued or to be issued, as in said several deeds of trust or mortgage recited and provided, and every part of the said principal and interest, as the same shall become payable according to the tenor of said bonds, and of the coupons thereto annexed, have made and delivered to John Ferguson and Samuel J. Tilden, of the City and State of New York, Trustees, three several deeds of trust or mortgage, known, respectively, as the First, Second and Third Mortgages, bearing date, respectively, on the first day of March, in the year one thousand

eight hundred and sixty-two, and conveying to the said Trustees, in the manner and for the purposes, and upon the trusts therein specified, all and singular, the railway and the premises, franchises, property, and things therein and hereinafter specified, mentioned and described.

NOW THIS INDENTURE WITNESSETH, That the parties of the first part, in consideration of the premises, and of one dollar to each of them in hand paid, the receipt whereof is hereby acknowledged, have granted, bargained and sold, and do, by these presents, grant, bargain, sell, convey and transfer unto the said party of the second part, all the right, title and interest of them, the parties of the first part, and of any or either of the said parties, acquired by virtue of a deed, bearing date the eighteenth day of February, 1862, and made to the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties hereto of the first part, by John Ferguson and Thomas E. Walker, both of the City and State of New York, Trustees and Special Master Commissioners, in pursuance of decrees of the Circuit Courts of the United States, for the Northern District of Ohio, the Western District of Pennsylvania, the District of Indiana, and the Northern District of Illinois, in causes in Chancery in the said Courts then depending, wherein Charles Moran and others were complainants, and the Pittsburgh, Fort Wayne and Chicago Railroad Company, and others, were defendants, or acquired by virtue of a deed bearing date the twentysixth day of February, 1862, made to the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties hereto of the first part, by the Pittsburgh, Fort Wayne and Chicago Railway Company, pursuant to the aforesaid decrees, of, in, and to all and singular, the continuous Railway, extending from its eastern terminus in Pittsburgh, in the State of Pennsylvania, to Chicago, in the State of Illinois, and commonly known as the PITTSBURGH, FORT WAYNE AND CHICAGO RAILROAD OR RAILWAY, including all the railways, ways and rights of way, depot grounds and other lands; all tracks, bridges, viaducts, culverts, fences, and other structures; all depots, stationhouses, engine-houses, car-houses, freight-houses, wood-houses and other buildings; and all machine shops and other shops, held or acquired for use in connection with the said railway, or the business thereof; and including