IMAGE EVALUATION TEST TARGET (MT-3) !.0 I.I ■• ilU ■ m IIM 1.8 1-25 1.4 1.6 ■» 6" ► V] <^ /2 A /^ 7 Photographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, NY. 14580 (716) 872-4503 4, ^ iV :\ \ ^\^ 4> ^ O % " "The Grand Trunk Eailway Company of Canada." 3. The United Company shall be invested with and have all the rights and property and be responsible for all the liabilities of the Trunk Company the Northern Company and the Hamilton Com- pany and any right or claim which could be enforced by or against any or either of them may on and after the date of Union be en- forced by or against the United Company. 4. The Borrowed Capital existing at the date of Union of the undertaking of the United Company (in these presents called the United Undertaking) shall ccmsist of the Grand Trunk Borrowed Capital the Northern Borrowed Capital and the Hamilton Borrowed Capital respectively mentioned in the first parts of the three Schedules hereto but nothing herein or in the said Schedules shall interfere with tho oxeroiao by i lie United Company of any powers of enlarging varying acquiring exchanging or converting Jiorrowed Ca]>ital under and I'or tho purposes mentioned in any Act or Acts relating to Uio Trunk Company tho Northern Com- pany or the Hamilton Company. 5. This Agreemont is subject to llie proviso contained in the foui'tli Section of the said Act of the lOih year of Her Majesty Chapter e39 which is in tho words following (that is to say) " Proviiiod always that tho rights of tho Province or of Her "Majesty on behalf of this ]*roviuce under any guarantee given " to any such Company or otherwise or of any person or party " having any special hypothec or privileged claim upon the lands " and buildings tolls revenues or other property real or personal " of either of such Companies or upon any part thereof shall not " be impaired by such Union and the Company shall keep separate " accounts with respect to each Railway so as to ascertain tho " property or moneys upon which any such hypothec or privilege " may attach." 6. Subject and without prejudice to the rights reserved by the provision quoted iu the last pieceding clause of these presents the earnings of the United Undertaking shall bo liable and applicable to discharge ratcably and without priority aii debts and liabilities of the Trunk Company the Northern Company and the Hamilton Company. 7. The Share Capital of the United Company shall consist of four classes namely the Grand Trunk Guaranteed Stock and Preference Stocks set forth in tho second part of the first Schedule hereto being the whole Preference Stocks of tho Trunk Company and the Northern Preference Stock set forth in the second part of the second Seliedulo hereto being the whole Preference Stock of the Northern Company and tha Hamilton Preference Stock set forth in tho second part of the third Schedule hereto boing the whole Preference Stock of the Hamilto;i Company and fourthly tlio Ordinary Stock being tho aggregate of the Ordinary Stocks of the ^lliree Corajmnios parties tiereto also set fortli in tho second parts of the said first second and third Schedules. 8. The number of Directors of the United Company to be clcctod shall be thirteen. 9. The .number of said Directors may at any time bo increased or reduced by the Shareholders in Special General Meeting. 10. Tho said Dirci'tors of the United Company shall each be the holder of at least two thousand pounds of tlic Ordinary Sliuro Capital of the United Com^'any or the holder of at least the like amoimt of any one or more of tho said Preference Stocks or tho holder of at least the like amount of Northern Borrowed Capital entitling the holder to vote as a Shareholder under tho Statutes relating to that Company or the holder of at least the like amount of Hamilton Borrowed Capital upon which interest is unpaid and owing and until otherwise ordered by the Sharoholdeis one or more of tlie said Directors may be resident in Canada in which case the Directors so resident in Canada shall each be tho holder of at least two hundi-ed pounds of the Ordinary Share Capital of the United Com])any instead of the holding in this Article above mentioned. Any Director who ceases to bo qualified as aforesaid shall cease to be a Director of the United Company. 11. The following shall bo Directors of the United Company on and from the date of Union that is to say Sir Ileiny Whatley Tyler M x'. (President) James Charles Major Alexander George Dickson M.P. the Hon. James Ferrior William Ford Robert Gillespie Lord Claud John Hamilton M.P. William Unwin Hey- gate William Lethbridge John Marnhara Eobcrt Young the Hon. Frank Smith and Charles J. Campbell and they shall be Directors until an election of Directors shall bo held and made by the persons entitled to vote as hereinafter provided. In case of any vacancy prior to the first election from death or resignation it may b«> filled up by tlio remaining Directors. The first election of Dirootors sluill take place in the month of March or April 18S9 and the election of Directors thereafter shall take place at moetinp^s of the United (.Company to be held in the month of March or April in each year as Hie Directors shall from time to time by bye-laws passed for that purpose direct. 12. Subject to the provision contained in the next clause of these presents holders of Granc] Trunk Capital si U continue to have the like power (if any) to vote at all General Meetings of the United Company on and after the date of Union as holders of similar Capital in the Trunk Company have at the date of these presents to vote at Meetings of that Company and holders of Northern Capital and Hamilton Capital shall continue to have the like power (if any) to vote at all General Meetings of the United Company on ard after the date of Union as holders of similar capital in the Northern Company and Hamilton Company respectively have at the date of these presents to vote at Meetings of those Companies. 13. Holders of the said several Preference Stocks entitled to vote at Meetings of the United Company as in the last preceding clause mentioned shall have one vote for every twenty-five pounds nominal of such Capital held by them and holders of Northern Borrowed Capital and Hamilton Borrowed Capital respectively entitled to vote under the Statutes relating to the Northern Cc^.- pany or the Hamilton Company and of Ordinary Share Capital in the United Company shall respectively have at such Meetings of the United Company one vote for every £60 nominal of such Capital held by them. 14. The Directors of the Trunk Company the Northern Com- pany and the Hamilton Company respectively shall go out of office on the day before the date of Union and the Directors of the United Company shall come into office and undertake the direction and control of the affairs of that Company on the date of Union. ( 15. Thn qiioruTTi of tho Diroctnrs of Iho Unitofl Company shall bo fjom time to time fixed by the Directors. 10. Of the Directors of the Uiiiled Ccmipnny first elected one- iliird ns nearly ns may be to be determined by ballot among the whole body of Direclors nnloss they siiall otherwise agree shall go out of ofTice at thr Ordinary Oeii<>ral Meeting held in the month of March or April iu the vear 1890 imd tlie like number to 1)0 determined by ballot among the o*her elected Directors unless tliey shall otlierwise agree bIuiII go out of office at the Ordinary General ^feeting lield in the numth of Manili or A])nl iu the year 1^01 nnd tlie remainder of the Direpoint. (iouoral Meotinneral ^leetinj^ sliall bo published once at lea?! in each of two London daily morninf,' newspapers and once at least in the " Canada Gazette " not less than twenty-one days before the holding of the Meeting and such advert isementB shall bo sutficiout M'ithout further or other notice. 18. At the first Ordinary General Meeting of tho United Company two Auditors resident in Canada and two Auditors resident in England shall be appointed one of which Auditors in Caiuida and one of wliioh Auditors in England to be determined in the first instance by ballot between the Canadian and English Auditors respectively unless they agree among themselves and afterwards by seniority of election shall go out of ofSce at each subsequent General Meeting at which Directors go- out of office and at such Meeting Auditors shall be elected to supply the place of the Auditors retiring and any Auditor going out of office may be re-elected and after re-election shall in reference to outgoing be deemed newly elected and if no Auditors be elected the outgoing Auditors shall continue in ofiice and be deemed re-elected. In tho event of any vacancy occurring by death or otherwise the Directors may fill up such vacancy until the next Ordinary Meeting of the United Company. (Jn or immediately after the date of Union the Board of Directors of the United Company shall appoint two Auditors resident in Canada and two Auditors resident in England who shall hold their office until the first Ordinary General Meeting of the United Company. 9 19. The Auditors tihall oxaniino and report upon tlic accounts of tlie United Compfiny and hhall Imve all nocossary powers and I'aciiitice for tliat purpose. 20. The not earnings of the United undertaking shall moan the 8ur[»luh of the cnrnin;^^ of tliat undertaking and of tlio rovonuoa of the United Company from all sources after dis(iliarging the working cxpoisos tliorouf and working expenses sliall mean and include all expenses of niaii. lanco and renewal of the railways and of the stations buildings ferries works and coTivcnionccs belonging thereto and of the rolling and other stock and movable plant used in the working thereof and also interest on Borrowed Oa[)ital and all such rents percentages of rcceijits interest guaran- teed or annual sums as may be paid in respect of railways warehouses wharves or other property leased to or held by the Trunk Company the Northern Company or the Hamilton Company at the date of Union or to or by the United Company therealter and also all moneys payable by way of rebate or otherwise under traffic or working arrangements between the Trunk Company or the Northern Company or the Hamilton Company or the United Company and any other Corporation or person or in respect of the liire of engines carriages or wagons lot to the separate Companies before the Union or to the United Company sums payable in the adjustment of the pooling or ilivision of traffics rent-charges or interest on lands rented by or otherwise belong'ng to the United Company or purchased but not paid for and also all expenses of and incident to working the Railways and the traffic thereon including stores and consumable articles also rates taxes insurance and compensation for accidents or losses also all salaries and wages of persons employed in and about the working of the Hallways and traffic contributions to super- annuation or other like funds and all secretarial and establishment expenses including Directors' fees salaries of Commissioners Agency legal and other like expenses and generally all such ^ 10 charges (if any) not ahove otliorwiso specified (and no other) as in the case of English Hiiihvav ConijuiniPH are usually carried to the debit of lleveiuie as dislin<.;uisliod fiom Capital Account provided howifvor tliat iinthin^ lioreiu contained yliuU give to the I'roprictors or ^^nr^an3' its ^iropcrty or earnings than they have under the Leasee ^lorty-aj'e Bond Aii-reeinont or Guarantee upon wliieh tlieir rights are based Provided that money paid und<'r a guaianlee sliall if and when re-paid be applied as nearly as may be in tin- same manner as it would hav(> Keen applit>d if no payment thereof under tlif ^iua^antel^ iiad ])eon mado j^rovided always that the sums e(jual to twenty per cent, of tho traflio interchanged between tlie Wellington Gr(>y and IVuco Railway and the Great West'n-n Ruiiwav referred to in Clause 22 of the Deed of Union dated the 25th May 1S^2 between the Trunk Com])any and the Groat Wr.stern h'ailway (,\)mpany shall on and from the date of Union continue to be a^'piied by the United Conipany as provided in tho said clause and a similar course shall be pursued in any other similar case whether as regards tho undertaking of the Trunk Company or the Northern Company or the Hamilton Comj)any. 21. The net earnings of the United Company shall be applied half-yearly in manner directed by tho statutes alleeting the Trunk Company except that the holders of the six per cent. Preference Stock of the Northern Company and of tho six per cent. Preference Stock of the Ilarailton Company sliall respectively bo entitled to dividend when and so soon as holders of the G^rand Trunk First Preference Stock receive any Dividend. The J)ivi- dends to be paid on the six per cent. Preference Stock, of the Northern Conipany and the six per cent. Preference Sio(?k of the Hamilton Company respectively shall bo as follows : — A Dividend 11 other) as y carried Account >'o U> tho Ruihvay by tho or held >r rights iiri tliey lainntt'e oy paid ,8 nearly a.p])li(Hl n n'.ado •. of tlio 1 Chiuae v'con the ay shall by the similar ther as orthcrn applied ng the er cent, six per ectively Grand e J)ivi- of the : of the ividend -.t a ra(c equal to tho rate of Dividend paid upon the Grand Trunk 1'irst f'relVrence Stock up to but not exceeding three per cent, per annum mid if nnd when a Dividend is pai'l upon tlie Grand Trunk Second Preference Stcxik ,\u additional Dividend at a rale equal to the ratcol' Divi(hMid paid upon the Grand Trunk Socoi^l Preference Stoek up to but not exceeding three per cent, per annum tluit is to say the liolders of the six ]ier cent. Preference Stock of the Northern Company and Hamilton Company shall lie ]Kiid in each year a Dividend equal in rate to tho aggregate amount of tlu> rate of Dividend not exceeding" three per cent, for the same year paid upon the Grand Trunk First Preference Stock and tlie rate of Dividend not exceeding three piu* cent, for the same year paid ui)on the Grand Trunk Second Preference Stock the statutory provisions relating to Dividends on the Grand Trunk Preference Stocks shall ap])ly mutatis muttnu/is to the Dividends on the said Northern and Han)ilton l*referencc Capital. All holders of Ordinary Stock of the United Company shall be entitled to the same rights to Divi- dends without preference between them. 22. All the books vouchers and documents of the Trunk Company the Northern Company and the Hamilton Company shall on tho day of tlie date of union he transferred to and bekmg to the United Com{>any and the liegisters of 1 olders of liorrowed ('apital and Sliare Capital of the Trunk Company the Northern Cojupany and the Hamilton Company shall continue to be kept as registers of the United Company' with such variationa in the cert ifieatcs and otherwise as may be ordered by the Directors of the United Company. 23. Subject to the proviso in this Article contained the Direc- tors of the United Company sliall wind up tho afl'airs of the Trunk Company the Northern C()mpany and the Hamilton Company to th«^ date of union and finally balance the books of those Com- panies to that date and all moneys duo or standing to ■''') credit of either of tho Companies on tho date of Union shall .jo paid and 12 applied by iho Directors of the United Company for the purposes and in tlio manner to which they would have l)een payable or applicable if these presents had not been made. Provided never- theless for the purposes of such winding up and in order to simplify thosetilemont of the accounts the receipts and payments shall \w treated as they would have beeu if the 1st January 1888 had in fact been the date of Union. 24. All the officers and servants of tlie Trunk Company the Northern Company and the Hamilton Company shall on and after tho date of Union become tlie officers and servants of the United Company at tlie salaries or wages and upon the tcnns at and upon which they were previously employed by tlio Trunk Company the Northern Company or the Hamilton Company as the case may be. 25. The Directors of the Ignited Company may from time to time make bye-laws for the management and disposition of the stock property and business affairs of the United Company not inconsistent with the laws of Canada and the provisions contained either expressly or by reference in these presents and for the appcvatraent of all oflTicers servants and artificers and prescribing theii' respective duties. 26. All Acts of tho Legislature of Upper or Lower Canada or of the Province of Canada or of the Parliament of the Dominion of Canada or other Parliament or Legislature relating to the Trunk Company or the Northern Company or the Hamilton Company except so far as hereby expressly varied and except so far as other- wise provided by the Act of the 16th year of Her Majesty Chapter 39 or by any other Act shall apply and have effect with respect to the United Company in the same manner as if those Acts had originally applied to the United Companj'- but generally except as aforesaid the United Company shall continue to bo carried on and managed and all bye-laws ruh^s and regula- tions shall have effect as if the United Company wore the same 13^ Company na tho Trunk Company and as if the whole Undertaking of tho United Company liad boon ori^nally the Undertaking of the Trunk Corapauy and in case of any conflict between the provisions of tho Attts of any Legislature or Parliament relating to tho Trunk Company and tho Acts of any Legislature or Parliament relating to tho Northern Company or tho Hamilton Company the provisions of the Acts relating to tho Trunk Company shall prevail. 27. Provided always that nothing herein contained shall pro- judico the Agreements made the 12th day of April 1884 and 2ith (lay of Juno 1884 respectively and scheduled to the 49th Vict. cap. 70 of tho Dominion of Canada and the United Company sliall bo bound by such Agreements as if they had been named tlicroin originally in place of tho Northern Company and of the Hamilton Company. 28. These presents and the agreement herein coutuined are made subject to the provisions of tho several Acts of Legislature and Parliament hereinbefore mentioned or referred to and all other Acts of Legislature and Parliament relating to the objects intended to be elfectod by these presents and also subject to resolutions being passed pursuant to the said Acts by Special General Moctlugs of the Trunk Company the Northern Company and the Ilaniilton Company respectively ratifying these presents iind in case such resolutions should not be passed before tho filst day of ^March next these presents shall become void. Provided always and it is hereby agreed by and between the respective parties hereto that if the Hamilton Company fail for any cause or ])y any means to become united with the other Companies parties hereto ns by this Deed contemplated such failure shall not in any way interfere with this Agreement taking effect as between tlie Trunk Company and tho Northern Company but in tho event of such failure and in tho event of this Agreement being ratified as above in this clause provided at the said respec- tive Meetings of the Trunk Company and tho Northern Company 14 then the Trunk Company and the Nortliern Company shall be and become united in the same manner as if this Agrooracnt had been made by and between the said two Companies alone and this Agreement and each and every clause stipulation and part tliereof shall bo taken and reiid ami go into effect as between the Trunk Company and the Northern Company as if the name of the Hamiltc»n Company and all provisions and schedules relating thereto had never be^n inserted thereiii or the said last named Company been party thereto. Provided also and it is also hereby further agreed by and between the respective parties hereto that if the Northern Company fad for any cause or by any means to become united with the other Companies parties hereto as by this Deed contemplated such failure shall not in any way interfere with this Agreement taking effect as between the Trunk Company and the Hamilton Company but ■ in the event of such iailuro and ir the event of this Airreemcnt being ratified as above in this clause provided at the said respec- tive meetings of the Trunk Company and the Hamilton Company then the Trunk Company and the Hamilton Company shall be and become united in the same manner as if this Agreement had been made by and between the said last mentioned two Companies alone and this Agreement and each and every clause stipulation and part thereof shall be taken and read and go into effect as between the Trunk Company and the Hamilton Company as if the name of the Northern Company and all provisions and schedules relating thereto had never been inserted therein or the said last named Company been party thereto. 29. This Agreement shall be executed in duplicate and when the same shall have been ratified and become binding on the Trunk Company the Northern Company and the Hamilton Company or on the Trunk Company and either one of the said other Companies alone in the event of any such failure as is referred to in the provisoes to the last preceding Article of this Agreement one of such duplicates Y 15 .liall bo delivered to and be retained by the United Company and tho other of such duplinatos togotlior with copies^of the Resolutions nilifving the same passed at the Special General Meetings of the Trunk Company (he Northern Company and tho Hamilton Com- pany called for the purpose or passed at such Special General Meetings of the Trunk Company and either one of the said other Companies such copies to be certified by the Secretaries of the rospMctive Companies shall be filed in the office of the Secretary of St .te for the Dominion of Canada and these presents shall thence- f(.rward be deemcnl to be the Agreement and Act of Union of the Trunk Company the Northern Company and the Hamilton Com- p:.ny or ol the Trunk Company and the one of the said other two Companies as to which no such failure shall have occurred as the ' case raav be. » In Witness whereof tlie Companies parties hereto have affixed tlieir Common Seals the day and year first above written. T^driO H^ HFT T '^''^ ^"^'''' ^^^'^^r.'' ^^'"^''^^ Company Md) .JUHN BELL. of Canada. . By (signed; J. HICKSON, General Jfanaffer. Seal of the Grand Trunk Railway Couipauy of Canada. (Signed) FRANK SMITH, President . ( „ ) WALTER TOWNSENl), Secretary. Seal of the N'oithem Ij.'iilwiiy Company of Camidu. (Signed) JOnX PROCTOR, President. { „ ) MAlTLANi) YOUxXG, Secretary, Seal of the IfHiniltoii and North Western liaihvay Company. 16 The Firnt Schedule above referred to. GRAND THUNK CAPITAL. Paut I. GRAND TRUNK BORROWED CAriTAL. Datoof Maturity of Torminablo Bonds. Security. Amount. £ 4,270,576 2,72(!,710 4,200,190 747,800 454,100 900 Aiuuiiil Chargf . IstDec, 1890.. 1st Jan., 1919.. Ist Oct., 1877 . . Ist Oct., 1878 .. Five per cent. Perpetual Dobenturo Stock (Grand Trunk Section) , . Five per cent. Perpetual Delienturo Stock (Great Wostorn Section) . . Four per cent. Porjxtual (.'onsoli- dated Dobenturo Stock . . Six per cent. Bonds (Great NVeatern Section) . . Senond Equipment Mortgage Bonds (Grand Trunk Section) . . Five-jmd-half per cent. Bonds not ynt^ presented, three of £200, two of £100 = £800 V Fivo-arid-half per cent. Bond not yet presented, one of £100 . . (Groat Western Section) £ 213,529 136,336 170,408 44,808 27,240 / Overdue 1 and not j carryins» V interest. £12,400,275 592,387 N.15. — The ftlwvo Four per cent. Perpetual Consolidate'l Dolxnturo Stock \n linl)le to bo inoroasod by the issue of furtlior nmnunts of thiu Stork tinilor the powers of i,ho (Jrinul Trunk Acts ln8t aud 18y7, for the aci|ui.sitiou of or in cxctianse for tlie other Kccuritios in the !il!o\o ScQedule, as well as other BecuriiiCK schcdnlud in those Acts, and tiio eonverwiou provided for in those Acts will be continued nolwithstandiutr the provit-ions ol'iUi.s Af(i'(HTn'nit. Paet II. GRAND TRUNK SHARE CAPITA l! Four per cent. Guaranteed Stock First Preference Stock . . Second Preference Stock . . Third Preference Stock . . Ordinary Stock Authorized. Issued, £ a. d. I £ 8. d. 5,220,000 I 6,219,703 14 4 3,218,149 2 2 2,327,794 13 5 3,218,149 2 2 2,327,794 13 6 7,168,055 4 ! 7,108,055 4 G 21,000,000 ' 20,157,675 14 8 17 The Second Schedule above referred to. NORTHERN CAPITAL. pAKT I. NORTHERN BORROWED CAPITAL. Date of Maturity of j Reemitv Terminable Bonds, j Secuuty. 1 A.„,„.,f Annual Amount. ^j^^^^^ 1st July, 1902 .. iBt July, 1893 , . Now due . , Five percent. First Mortgage Bonds Six per cent. j!forthern Extensions Four per cent. Perpetual Debenture Stock Six per cent. Second Mortgage Bonds not yet converted Third Preference Bonds interminable Joint Equipment Bonds & 679,000 150,700 363,350 60,000 100,000 134,000 83,950 9,042 14,534 3,000 6,000 8,040 £1,477,050 74,56G N.B.— The Northern Joint Equipment Bonds are pledged for temporary advances upon them. The above Five per cent. First Mortgage Bonds for £079,000 may be increased by £171,000 for the purpose of retiring the £150,700 of six percent. Northern I'ixtflnsioas and for other purposes and the £3(i3,350 of Four per cent. Perpetual Debenture Stock may be increased by £62,600 for tho purpose of retiring the £50,000 of Second Mortgage Bonds ai)d for other purjJoseB. Part II. NORTHERN SHARE CAPITAL. Six per cent.'' Preference Stock £150,000 Ordinary Shares 167i606 The Third Schedule above referred to. HAMILTON CAPITAL. Pakt I. (HAMILTON BORROWED CAPITAL.) Date of Maturity. Security. Amount. Annual Charge, 1st Juno, 1898 .. Six per cent. First Mortgage Bonds Joint Equipment Bonds . . £ 460,000 66,000 £ 27,000 3,960 N.B.— The Hamilton Joint Equipment Bonds are pledged for temporary advances upon thorn. Part II. ♦ HAMILTON SHARE CAPITAL. Six per cent. Preforenco Stock Ordinary Shares £ sTd. 170,000 204,945 4