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 equit able, 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.

ASSENT OF PARTIES

TO THE FOREGOING PLAN.*

1. AGREEMENT OF THE FIRST MORTGAGE BONDHOLDERS.

Now, therefore, each of the persons being a holder of First Mortgage Bonds, secured by first lien on the Pittsburgh, Fort Wayne and Chicago Railroad, or some part thereof, (to wit, bonds of the Ohio and Pennsylvania Railroad Company, bearing date July 1st, 1850, and secured on the section between Pittsburgh and Massilon, or bearing date January 1st, 1851, and secured on the section between Massilon and Crestline; or of the Ohio and Indiana Railroad Company, bearing date August 1st, 1852, and secured on the road between Crestline and Fort Wayne; or of the Fort Wayne and Chicago Railroad Company, bearing date July 1st, 1853, and secured on the road between Fort Wayne and Chicago), and subscribing this instrument, hereby agrees, to and with each and all the other persons, being also holders of the said bonds and subscribing this instrument, that he, the person so agreeing, hereby accepts of and consents to the terms, conditions, and provisions, applying to the aforesaid First Mortgage Bonds and the coupons belonging thereto, which are expressed in the foregoing Plan, for and in respect to the bonds and coupons held by the persons so agreeing-being the number by the said person set opposite his name, affixed hereto; and that he will assign and deliver the bonds by him so subscribed, to such person or persons as may be designated for that purpose by the Purchasing Agents hereinafter named, or by their survivors or survivor, at such time or times, and at such place or places,

*The recitals are omitted, being a repetition of the Plan itself.

as may be by them or him appointed; and will accept in lieu thereof, an amount equal to the par value of the said bonds and coupons, in bonds to be made by the corporation or corporations hereafter created, and to be secured by a first lien, as in the aforesaid Plan mentioned, and with certificates for fractional amounts, as therein provided. And to that end, and for the considerations aforesaid, each of the said persons so subscribing does hereby irrevocably appoint and constitute

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 First Mortgage of the Ohio and Pennsylvania Railroad Company, bearing date July 1st, 1850, or the First Mortgage of the said Company, bearing date January 1st, 1851, or the First Mortgage of the Ohio and Indiana Railroad Company, or the First Mortgage of the Fort Wayne and Chicago Railroad Company, or of any one or more of the said mortgages, or of any subsequent mortgage or mortgages, or at any sale or sales which shall operate to discharge in whole or in part the lien of such First Mortgages, or any of them, or any sale or sales, any proceeds of which shall be applicable upon such First Mortgages, or any of them, whether such sale or sales be pursuant to judicial decree, or to express powers; and at such sale or sales, in their or his name, or in the name of either of them, or 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, 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 first

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four mortgages, then such Agents, in bidding for and purchasing such portions, shall be deemed to act for the holders of the bonds secured by the first mortgage upon the said portion, such holders being parties hereto, and not for the holders of bonds secured on other portions of the said 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 first mortgages, then such Agents, in bidding for, and purchasing such portions so jointly sold, shall be deemed to act 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 of the specific portion of the said road, upon which the bonds by him 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 portions 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 any such bid or bids, or for 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 purposes, 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.