ORIGINAL PLAN

OF

RE-ORGANIZATION.

(Adopted October 20, 1860.)

Whereas, the Pittsburgh, Fort Wayne and Chicago Railroad Company has become embarrassed and unable to pay the interest on the mortgages upon the respective portions of its road, which were assumed by it, and which were given by the Ohio and Pennsylvania Railroad Company, the Ohio and Indiana Railroad Company, and the Fort Wayne and Chicago Railroad Company, or upon the mortgages given by the Consolidated Com

pany.

And whereas, bills of foreclosure, asking for the sale of the said railroad, with all its appurtenances and equipments, have been filed by certain holders of bonds of the original Companies, and the trustee of the mortgages by which such bonds are secured, in the Circuit Courts of the United States for the Northern District of Ohio, and for the Western District of Pennsylvania, and for the District of Indiana, and for the Northern District of Illinois.

And whereas, a considerable expenditure is necessary for the purpose of putting the said railroad in a condition to do business with economy and efficiency; and arrears of interest on the said mortgages have accumulated, and the principal of some of them will fall due before the road can supply the means of paying such principal, in addition to the accruing interest.

And whereas, it is indispensable that the holders of the aforesaid bonds of each class, should unite with each other to provide the means of purchasing the said railroad at the sale which has become inevitable, as well for the purpose of protecting their own interests

from sacrifice as to preserve the said railroad, with its appurtenances and equipments, as an entirety, and to secure the power, while respecting existing priorities, of saving, as far as may be, the interests of junior creditors and stockholders from absolute extinction.

And whereas, a plan of mutual adjustment has been devised, which seems likely to secure general co-operation in promoting the future business of the road, as well as in attaining the aforesaid objects; which plan is substantially as follows:

PLAN.

It is proposed that agents-five in number-shall be appointed by the bondholders subscribing an agreement for the purpose, who shall be authorized to purchase the railroad, with its appurtenances and equipments, at any sale or sales thereof; and, in case of such a purchase, that a corporation or corporations shall be organized under the laws of Pennsylvania, Ohio, Indiana and Illinois, or under the laws of some one or more of those States, and the said railroad and property vested therein; and that stock shall be created and securities made, and the same disposed of in the manner and on the conditions hereinafter expressed.

ISSUE OF FIRST MORTGAGE BONDS.

.1. Bonds of the new corporation or corporations shall be made to an aggregate not exceeding five millions and two hundred and fifty thousand dollars, which shall be secured by a first lien upon the whole line of railway from Pittsburgh to Chicago, with all its appurtenances and equipments; shall bear interest after 1st January, 1862, at the rate of seven per cent. per annum, payable in New York, semi-annually, in six equal classes, and in such manner, that one semi-annual interest payment shall fall due on the first day of each month in every year; and shall be redeemable on the first day of July, 1911, or, at the option of the Company, at any time or times after the first day of July, 1866.

2. These bonds shall be convertible, at the option of the holder, into bonds bearing six per cent. interest, but irredeemable except by the operation of a sinking fund herein provided, which sinking fund shall consist of one per cent. on the amount of bonds so converted, to be reserved at the same times at which interest on the said bonds shall be payable, and of all the surplus net earnings of the Company, after paying interest on its bonds.

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 herein before 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 herein before 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

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