and dividends, at the rate of six per cent., on its stock, until two and one-half millions of dollars shall have been redeemed.

3. These bonds shall entitle the holders to vote at all meetings. of stockholders of the Company, at the rate of one vote for every two hundred dollars of the par amount of such bonds.

ISSUE OF SECOND MORTGAGE BONDS.

1. Bonds shall also be made, to an aggregate not exceeding five millions and one hundred thousand dollars, which shall be secured by a second lien, and be redeemable and convertible into irredeemable six per cent. bonds, in like manner as is herein provided in respect to the First Mortgage Bonds; and shall bear interest, after 1st April, 1862, at the rate of seven per cent. per annum, payable in like manner as on the First Mortgage Bonds.

2. These bonds shall entitle the holders to vote in like manner and extent as the First Mortgage Bonds.

3. Provision shall be inserted in the said mortgage, that, in case of sale by virtue thereof, a portion of the said bonds, not exceeding four hundred thousand dollars, in the aggregate, shall have priority in respect to the payment of the principal.

ISSUE OF THIRD MORTGAGE BONDS.

1. Bonds shall also be made, not exceeding two millions of dollars, in the aggregate, which shall entitle the holder, after the first day of April, 1862, to such net earnings, not exceeding seven per cent. per annum, as may have been made in each preceding year, after paying interest on prior mortgage bonds, but in priority to dividends on the stock, or any expenditure other than such as may be necessary to maintain and renew the railway, its appur tenances and equipments; the application of such earnings shall be secured by a trust deed, and the coupons shall, by reference thereto or otherwise, express the nature of the obligations.

2. These bonds shall entitle the holders to vote at all meetings. of stockholders, at the rate of one vote for every one hundred dollars of the par value of such bonds.

ISSUE OF STOCK.

1. Capital stock of the new corporation or corporations may be created, to the aggregate amount of six millions and five hundred thousand dollars, but shall be limited to that amount; and the dividends thereon shall likewise be limited to the rate of six

per cent. per annum, for each six months for which such dividends may be declared.

2. Any surplus net earnings for any six months shall belong to the sinking fund, until two and one-half millions of the bonds shall have been redeemed; and such sinking fund shall be applied to purchasing in the bonds hereinbefore mentioned, preferences in such purchases being given in the order of the priority of the liens by which the several classes of bonds may be secured, whenever and so far as such purchases can be made at or under the par value of such bonds.

FIRST MORTGAGE BONDHOLDERS.

Holders of the First Mortgage Bonds of the Ohio and Pennsylvania Railroad Company, secured on either section, holders of the First Mortgage Bonds of the Ohio and Indiana Railroad Company, and holders of the First Mortgage Bonds of the Fort Wayne and Chicago Railroad Company, acceding to this plan, shall be entitled to its benefits, on performing all its conditions.

1. They shall assign, as they shall be required, to such persons as may be designated for that purpose by the Purchasing Agents in the subjoined Agreement named, the bonds so held by them, and the coupons issued therewith and remaining unpaid, whether heretofore funded or not.

2. They shall thereupon become entitled to First Mortgage Bonds of the new Corporation, to be made as hereinbefore provided, equal to the par value of the bonds and coupons so assigned, except as to the fractional amounts, less than the denomination of any bonds issued, for which scrip certificates shall be given, not bearing interest until aggregated and converted into bonds.

SECOND AND THIRD MORTGAGE AND CONSTRUCTION BONDHOLDERS.

Holders of the Second Mortgage or Income Bonds of the Ohio and Pennsylvania Railroad Company, of the Second and Third Mortgage Bonds of the Ohio and Indiana Railroad Company, and of the Construction Bonds of the Pittsburgh, Fort Wayne and Chicago Railroad Company, acceding to this plan, shall be admitted to its benefits, on performing the following conditions, viz. :

1. They shall assign, as they may be required, to such persons as may be designated by the Purchasing Agents in the subjoined

Agreement named, the bonds so held by them, and coupons issued therewith and remaining unpaid, whether funded or not.

2. They shall thereupon become entitled to Second Mortgage Bonds of the new corporation, to be made as hereinbefore provided, for principal of the bonds so assigned, and for the par amount, without interest, of such coupons of the said bonds as matured on or before the 1st of October, 1859.

3. They shall also become entitled to Third Mortgage Bonds of the new Corporation, to be made as hereinbefore provided, equal to the par amount of the coupons maturing after the 1st of October, 1859, and up to the 1st of April, 1862.

4. Holders of the Second Mortgage Bonds of the Ohio and Indiana Railroad Company shall be entitled to receive their portion of the Second Mortgage Bonds of the new Corporation, in the class in favor of which a priority of principal in the contingency mentioned is established, in consideration of the fact that the amount of the charge which they and the First Mortgage Bonds form upon the line covered by them but slightly exceeds the first lien upon the other portions of the line.

5. The foregoing provisions apply only to such bonds as were actually sold previously to the 15th day of July, 1860, and to such others as were or may be hereafter disposed of, in adjustment of the floating debt, under the authority hereinafter expressed.

REAL ESTATE BONDS.

Holders of the bonds, known as Real Estate Convertibles, issued by the Fort Wayne and Chicago Railroad Company, and payable on the first day of April, 1874, and holders of the bonds, known as Real Estate Convertibles of the Pittsburgh, Fort Wayne and Chicago Railroad Company, payable on the first day of December, 1866, may be admitted, upon assigning, to such person as may be designated for that purpose by the Purchasing Agents in the subjoined Agreement named, the bonds by them. held, with the coupons issued therewith and remaining unpaid, to receive, in exchange therefor, Third Mortgage Bonds of the new Corporation.

FLOATING DEBT SECURED BY BONDS.

Construction Bonds, now outstanding as collateral, may be used in adjustment of floating debts secured by such bonds, in

the discretion of the officers of the Company, to an amountincluding such as were actually sold-not exceeding in the aggregate 2,450 bonds. But such bonds shall not be used except at rates which shall be first submitted to John Ferguson, and approved by him as adequate to adjust all such cases, without extending the aggregate herein limited.

GENERAL CREDITORS.

Holders of valid and just debts against the Pittsburgh, Fort Wayne and Chicago Railroad Company, not included in the preceding classes, may, upon the assignment of such debts to the person designated for that purpose by the Purchasing Agents, be admitted to receive an equivalent amount in the Third Mortgage Bonds of the new Corporation; but the nature and amount of such debts, and, in all cases where the debts are secured by collaterals, the rule for the adjustment, shall be prescribed by the Purchasing Agents, upon principles which they may deem equitable, and their decision as to the amount of the allowance, and the terms and conditions thereof, shall be conclusive.

STOCKHOLDERS.

Holders of stock of the Pittsburgh, Fort Wayne and Chicago Railroad Company, upon the assignment of such stock to such persons as may be designated for that purpose by the Purchasing Agents, may be allowed to receive an equivalent amount of stock in the new Corporation, in shares of one hundred dollars each, with scrip certificates for less amounts, not entitling the holder to dividends.

GENERAL PROVISIONS.

1. All cases of fractional amounts shall be adjusted as hereinbefore provided with respect to the First Mortgage Bondholders.

2. The time for the performance of the conditions of this plan shall be fixed by the Purchasing Agents of the subscribing bondholders; or, if not so fixed by them, may be determined by the Corporation or Corporations formed in pursuance hereof.

3. The said Purchasing Agents may act, in all cases, by a majority of their number, and shall decide all questions which may arise in respect to the construction or effect of any of the provisions of this plan; which decision, in every such case, shall

be final and conclusive. And the said Agents are hereby invested with full power and authority to execute the provisions of this plan, to supply any and every defect in any and every case which is unprovided for by its terms, and generally to do all acts and things necessary and proper, in their judgment, to carry out its objects.

4. All parties must accede to this plan within sixty days after 1st January, 1861, or they will not become entitled to its benefits without the written consent of the said Purchasing Agents.