COPY OF AGREEMENT OF THE PENNSYLVANIA

RAILROAD COMPANY.

The Pennsylvania Railroad Company having, in pursuance of Article Sixteenth of the Lease of the Pittsburgh, Fort Wayne and Chicago Railway, requested the preparation and issue to it from time to time of a special stock, to be designated the Guaranteed Special Stock of said Railway Company, the said Pennsylvania Railroad Company hereby promises, agrees and guarantees to and with the Pittsburgh, Fort Wayne and Chicago Railway Company, for the benefit of each and every person who may become a holder of said stock after the same is issued to said Pennsylvania Railroad Company, or to its order, that the said Pennsylvania Railroad Company, its successors or assigns, shall and will provide and pay to the said Pittsburgh, Fort Wayne and Chicago Railway Company, quarterly, to wit: on or before the first days of January, April, July and October, in each and every year, an amount sufficient to pay quarterly dividends, at the rate of seven per centum per annnm, upon said special stock, as free of taxes as the dividends. upon the general or prior stock of said Pittsburgh, Fort Wayne and Chicago Railway Company are made payable by the provisions of said lease, which payment shall be made quarterly in each year, after providing for, and in addition to fully paying or providing for the payment of the regular quarterly dividends, payable upon general or prior stock of the said Railway Company, including under the designation, "general or prior stock," all the stock, other than the said special stock, which the said Railway Company has heretofore issued or authorized to be issued; for which general or prior stock a dividend fund of $1,380,000 per annum is inviolably pledged and set apart under the provisions of said lease, bearing date June 7, 1869. And it is further agreed, that all needful expenses connected with the said Guaranteed Special Stock, the issue of certificates therefor, and the payment of dividends thereon, shall be borne and paid by the Pennsylvania Railroad Company.

The promises and agreements hereinbefore set forth are made by the said Pennsylvania Railroad Company, not only to and with the said Pittsburgh, Fort Wayne and Chicago Railway

Company, but to and with each and every person who shall become a holder of the said Guaranteed Special Stock. A copy of this agreement shall be printed on the back of each certificate, and the Transfer Agents of the Pittsburgh, Fort Wayne and Chicago Railway Company may certify, and they are hereby authorized to certify, on behalf of the Pennsylvania Railroad Company, as well as of the Pittsburgh, Fort Wayne and Chicago Railway Company, on each and every certificate for Guaranteed Special Stock, issued from time to time under the provisions hereof, that this agreement has been duly executed by the Pennsylvania Railroad Company under its corporate seal.

IN WITNESS WHEREOF, the said Pennsylvania Railroad Company has caused its corporate seal to be hereunto affixed, and these presents to be signed by its President and Secretary, the 28th day of October, 1871.

For and in behalf of the Pennsylvania Railroad Company, as well as the Pittsburgh, Fort Wayne and Chicago Railway Company, hereby certify that the agreement of which the foregoing is a true copy, has been duly executed by the Pennsylvania Railroad Company, with its corporate seal attached, under date October 28th, 1871.

Transfer Agent.

Know all men by these presents, That

for value received have bargained, sold, assigned and transferred, and by these presents do bargain, sell, assign and transfer unto

shares of the Guaranteed Special Stock issued by the Pittsburgh, Fort Wayne and Chicago Railway Company, standing in

name, on the books of the said Company, and represented by the within certificate; and do hereby constitute and appoint

and in

true and lawful attorney, irrevocable, for name and stead, but to use, to sell, assign, transfer and set over all or any part of the said stock, and for that purpose to make and execute all necessary acts of assignment and transfer, and one or more persons to substitute with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof.

RENEWAL

OF

EQUIPMENT BONDS,

IN

CONFORMITY WITH THE LEASE.

UNITED STATES OF AMERICA.

STATES OF PENNSYLVANIA, OHIO, INDIANA AND ILLINOIS. PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY.

No.

EIGHT PER CENT. BOND,

$1,000.

Issued pursuant to the lease of the Pittsburgh, Fort Wayne and Chicago Railway, in renewal of Equipment Bonds.

Know all men by these presents, That the Pittsburgh, Fort Wayne and Chicago Railway Company is indebted to Charles Lanier, of the City of New York, Trustee, or bearer, in the sum of one thousand dollars, lawful money of the United States of America, which sum the said Company promises to pay to the said Lanier, Trustee, or to the bearer hereof, on the first day of March, which will be in the year of our Lord one thousand eight hundred and eighty-four, at the Office or Agency of the said Company, in the City of New York, with interest at the rate of eight per centum per annum, payable semi-annually, namely, on the first days of March and September respectively in each year, until the principal sum is paid, at the said Office or Agency, on the presentation and surrender of the annexed coupons as they severally become due, free from any and all income taxes which may be imposed by, or be payable to, the Government of the United States on account thereof; and it is hereby expressly declared and agreed that in case default shall be made in the payment of such interest, and the same shall remain unpaid and in arrear for the space of three months, then this bond shall, at the option of the owner thereof, become and be due and payable immediately.

This bond is one of a series of one thousand bonds of one thousand dollars each, numbered consecutively, from 1 to 1,000,

inclusively, and all of similar tenor and date, which are issued by the said Pittsburgh, Fort Wayne and Chicago Railway Company, under and pursuant to the provisions of Article Second of the Lease of the Pittsburgh, Fort Wayne and Chicago Railway to the Pennsylvania Railroad Company, bearing date on the seventh day of June, A. D. 1869; and the payment of the interest on this bond as the same shall become due, and of the principal thereof at maturity, is assumed by the said PENNSYLVANIA RAILROAD COMPANY, under the terms and conditions of the said lease, and the series of bonds, of which this bond is one, is issued pursuant to the request, in writing, of the said Pennsylvania Railroad Company, made in conformity with the said lease, in order that these bonds may be substituted for a certain other issue of bonds, designated Equipment Bonds, which are mentioned and assumed to be paid in and by said lease, and for no other purpose.

This bond will pass by delivery, unless registered in the name of the owner, on the proper books of the said railroad company, either at New York or Pittsburgh; but this bond may be so registered upon said books, and upon such registration and the certification thereof hereon, by the proper officer or agent of said railway company, shall become transferrable only on the said books by the registered owner in person or by attorney.

This bond shall not become valid or obligatory until a certificate in authentication thereof, which is endorsed hereon, shall be duly signed by the said Trustee, or his successor in the trust.

[L. S.]

IN WITNESS WHEREOF, the said railway company has caused its corporate seal to be hereunto affixed, and the same to be attested by the signatures of its President and Secretary, and has also caused the coupons hereto annexed to be signed by its Secretary the first day of September, A. D. 1873.

Secretary.

President.