for fractional amounts, as therein provided; and to that end, and for the consideration aforesaid, each of the said persons so subscribing does hereby irrevocably appoint and constitute

Hon. SAM'L HANNA, of Fort Wayne,

J. EDGAR THOMSON, Esq., of Philadelphia,

to be his agents and attorneys in fact, to attend any sale or sales which may be held of the aforesaid Pittsburgh, Fort Wayne and Chicago Railroad, and of its appurtenances and equipments, or of any part or parts of the said railroad, appurtenances and equipments, whenever and wherever the same may be offered for sale, under or by virtue of the mortgages known respectively as the Mortgage of the Ohio and Pennsylvania Railroad Company, bearing date June 30th, 1856, and creating a second lien on the road between Pittsburgh and Crestline; the Second Mortgage of the Ohio and Indiana Railroad Company, bearing date October 1st, 1853; the Third Mortgage of the Ohio and Indiana Railroad Company, bearing date September 1st, 1854; and the Mortgage of the Pittsburgh, Fort Wayne and Chicago Railroad Company, bearing date January 1st, 1857; or of any one or more of the said mortgages, or at any sale or sales which shall operate to discharge, in whole or in part, the lien of such mortgages, or any of them, or any sale or sales, any proceeds of which shall be applicable upon such mortgages, or any of them, whether such sale or sales be pursuant to judicial decree or to express powers; and, in their discretion, at such sale or sales, in their or his name, or in the name of either of them, or in such other name as they may deem best, to purchase the said Pittsburgh, Fort Wayne and Chicago Railroad, and its appurtenances and equipments, or any part or parts of the same, subject to any prior liens, or discharged from any or all prior liens, as may to them seem best, but in the manner and subject to the restrictions hereinafter expressed, to wit:

1. In case any such sale or sales shall be made separately of the portion of the said road covered by any of the said mortgages, then such agents, in bidding for and purchasing such portion, shall be deemed to act for the holders of the bonds secured by

the mortgage or mortgages upon the said portion, under which such sale shall be made, and according to the respective rights of the said mortgages, such holders being parties hereto, and not for the holders of bonds secured on other portions of the road; but,

2. In case any such sale or sales shall be made jointly of portions of the said road covered by two or more of the said mortgages, then such Agents, in bidding for and purchasing such portions so jointly sold, shall be deemed to act as aforesaid for the holders of bonds secured on the portions so sold, such holders being parties hereto :

It being the intent and meaning of these presents that each subscriber hereto shall become interested in the purchase, if made under this Agreement, of the specific portion of the said road upon which the bonds by him hereto subscribed are secured, in the exact proportion which his bonds so subscribed, with the coupons belonging thereto, bear to the whole number of the bonds, with the coupons belonging thereto, which are secured thereupon; or in the purchase of the said portion, and such other portion of the said road as may be sold jointly, in the exact proportion which his bonds so subscribed, with the coupons belonging thereto, bear to the whole number of bonds, with the coupons belonging thereto, which are secured upon the portions of the said road sold jointly as aforesaid; and that the said subscriber shall not be or become liable for or interested in any such bid or bids, or for or in any such purchase or purchases, in any manner or to any extent, beyond the distributive share of the proceeds of such sale or sales to which he may be entitled as holder of the bonds by him hereto subscribed.

And for the said purpose, and in consideration as aforesaid, each person subscribing these presents hereby agrees that he will deposit with the said Agents, or with John Ferguson, Trustee, of the City of New York, at 35 Pine street, the bonds by him hereto subscribed, not less than thirty days previous to the earliest day which may be appointed for the sale of any portion of said road, pursuant to a judicial decree or express power, and does hereby authorize and empower said Agents to consent to any and all orders or decrees, in any Court or Courts, which they may deem necessary or fit for the purpose of fixing the rule for distributing the proceeds of any sale or sales made jointly of the whole of the said railroad, or of portions thereof which are covered by more than one of the aforesaid mortgages.

And it is further agreed, that each person subscribing hereto, and holding the bonds so subscribed, may also become entitled to an interest in that portion of any purchase or purchases made in pursuance hereof for which holders of bonds may not subscribe, to the extent of the proportion which the bonds of such person bear to the whole number subscribed, on furnishing to the said Agents, at least thirty days before the earliest time appointed for the sale of any portion of the said road, funds to defray the cost of such interest; Provided, that every such privilege shall be subject to the option of the said Agents, in their discretion, at any time or times, to allow any such non-subscribing bondholder subsequently to become a party hereto, on such terms as to them shall seem expedient; and it is further agreed, that in case any party hereto shall decline or omit to accept the benefit of this provision, or to comply with the same, or shall fail to fulfill his obligations under this Agreement, the said Agents may hold the interest in the said purchase or purchases to which he would otherwise become entitled for their own account and benefit; and in all cases, every person acquiring an interest in the said purchase or purchases in place of any non-subscribing bondholders, or of any defaulting party hereto, shall be entitled to stand, as to the new securities to be issued, in the place of the party to whose position under this Agreement he shall have succeeded.

And the said Agents may act in all cases by a majority of their number, and by one or more substitutes, attorneys, or agents; and they, or the person or persons who shall, under their authority, receive the legal title to the said road, are declared to possess, and are hereby invested with, all the legal and equitable powers, authorities and rights of purchasers, with respect to the entire purchase or purchases which may be made in pursuance of these presents; and shall have full power and authority to convey all the estates, rights and authority acquired by such purchaser or purchasers to any corporation or corporations which may be formed for the purpose of holding or operating the said railroad, or any part thereof, upon such terms and conditions, and with such restrictions and agreements as to the said Agents shall seem expedient; and generally to do all acts and things for the formation of the said corporation or corporations, and for investing them, when so formed, with the title to the railroad and other property acquired by such purchaser or purchasers, and all acts and things for the carrying out of the objects of this Agree

ment; provided that the aforesaid authority shall not extend to voting, in behalf of any subscriber hereto, for Directors at the meeting or meetings for the organization of the said corporation or corporations.

And it is further agreed, that in case any party hereto shall fail or omit to comply with each and every of the conditions and provisions of this Agreement, the rights of such party, by virtue hereof, may, at the option of the said Agents, be declared to be forfeited, and thereupon all interests and rights of the said party under or by virtue of this Agreement shall absolutely cease.

IN WITNESS whereof, we have hereunto set our hands, on the twentieth day of October, 1860, and have affixed opposite our names the kinds of bonds and the number of bonds by us respectively subscribed thereto.

Numbers of the Bonds.

Kind of Bonds.

Name and Residence.

[Note.—The foregoing plan met with general approval from the beginning, and finally with universal acquiescence.]

LAWS OF THE SEVERAL STATES

RELATING TO OR AFFECTING

THE PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY.

I. PENNSYLVANIA LAWS.

AN ACT to provide for the Re-Organization of the Pittsburgh, Fort Wayne and Chicago Rail Road Company.

SECTION 1. Be it enacted by the Senate and House of Representatives of the Commonwealth of Pennsylvania, in General Assembly met, and it is hereby enacted by the authority of the same, That in case the Rail Road of the Pittsburgh, Fort Wayne and Chicago Rail Road Company, or any part thereof, shall be sold by virtue of any mortgage or mortgages, or deed or deeds of trust, either by foreclosure or other proceedings in law or in equity, or by advertisement in pursuance of a power or authority in such mortgage or mortgages, or deed or deeds of trust, contained, the persons for or on account of whom the purchase or purchases at any such sale or sales shall have been made, or the survivors of them, shall be, and they are hereby constituted a body politic and corporate, in deed and in law; and they shall meet in the City of Pittsburgh, within thirty days after the conveyance or conveyances shall have been delivered to such purchaser, and elect Directors; notice of such meeting and election, signed by purchasers at said sale or sales, or the survivors of them, and published in two daily newspapers in said city, for five days previous to the said meeting, having been given; at which first election, all the persons for or on account of whom the said purchase or purchases shall have been made, shall be entitled to vote, in the proportion of one vote to each one hundred dollars of par value, which they may have contributed in bonds entitled to distributive shares in the proceeds of such sale or sales, or in