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 OF HOLDERS OF 
 
 COLLATERAL NOTES 
 
 OF 
 
 Union i acific Ixailway Company. 
 
 Dated February 15, 1897. 
 
 J. P. MORGAN & CO. 
 Depositaries. 
 
 C. G. Burgoyne, Walker and Centre Streets, N. Y.— «1&97. 
 
o » o »> 
 
 Agreement 
 
 OF HOIyDERS OF -' ' '\ ' ' ■" 
 
 Collateral Notes 
 
 Off 
 
 UNION PACIFIC RAII/WAY COMPANY. 
 
 ^QXttmtXXt^ made this fifteenth day of Feb- 
 urarj, 1897, between such holders of hereinafter de- 
 scribed Collateral Trust Notes of the Union Pacific 
 Kailway Company as shall deposit their Collateral Notes 
 under this Agreement in the manner hereinafter provided, 
 parties of the first part ; the firm of J. P. Morgan & Co., 
 of the City and State of New York (hereinafter called 
 the " Depositaries "), parties of the second part ; and 
 Louis Fitzgerald, Jacob H. Schiff, T. Jefferson 
 CooLiDGE, Jr., Chauncey M. Depew, Marvin Hughitt 
 and Oliver Ames, as a Committee under the Plan 
 and Agreement, hereinafter mentioned, for the reorgan- 
 ization of the Union Pacific Kailway Company (here- 
 inafter called the " Eeorganization Committee "), party 
 of the third part. 
 
 Whereas, the Union Pacific Eailway Company issued 
 its Six Per Cent. Collateral Trust Notes (hereinafter called 
 " Collateral Notes "), under and pursuant to a certain Indent- 
 ure of Trust, dated September 4, 1891, (hereinafter called 
 
 M114724 
 
UfpS 
 
 
 *' Collateral Trust Indenture "), executed by said Union Pacific 
 Railway Company to the firm of Drexel, Morgan & Co. (now 
 J. P. Morgan & Co.), of the City and State of New York, as 
 Trustees, and there are now outstanding and unpaid $8,488,000 
 •of ^iyc}i;(;'p|l»teral Notes, the remainder of the Collateral Notes 
 issued* un*d^ said Collateral Trust Indenture having been pur- 
 ; V^al^sep • piinSHant to such Indenture and canceled ; and, 
 
 •-•••• • r ..r .*• •.•,•* 
 
 Whereas, the said Collateral Notes matured on the first 
 day of August, 1894, but said Union Pacific Railway Company 
 made default in the payment thereof, and is wholly insolvent, 
 and receivers of its property have been appointed ; and 
 
 Whereas, holders of said Collateral Notes have called 
 upon the Trustees under said Collateral Trust Indenture 
 to enforce the security thereof for the benefit of the holders 
 of the Collateral Notes thereby secured, on account of such 
 default ^in the payment of such Collateral Notes at maturity ; 
 and 
 
 Whereas, it is in the interest of the trust estate under said 
 Collateral Trust Indenture, and also of the holders of all such 
 Collateral Notes, that the holders of such notes should unite 
 for the purpose of bidding at any public sale of such collaterals 
 in order to prevent the sacrifice of such collaterals by a sale 
 thereof without a prior arrangement necessary and sufficient to 
 procure an adequate price therefor ; and 
 
 Whereas, the parties of the second part are a Committee 
 under a certain plan and agreement dated October 15, 1895, 
 made and accepted by the Committee and by creditors and 
 stockholders of the Union Pacific Railway Company, for 
 the reorganization of the Union Pacific Railway Company, 
 and sucb Committee desires to prevent the collaterals under 
 said Collateral Trust Indenture from being sold at a sacrifice and 
 without adequate reduction of the debts of the Union Pacific 
 
Railway Company, and, so far as practicable and consistent 
 with the duty and the powers of the Trustees, to secure, for 
 the benefit of the Company to be organized under such plan, 
 the privilege of acquiring on the terms herein set forth, at 
 an}^ time prior to February 1st, 1902, such of said collaterals 
 as shall be purchased under this Agreement by use of the 
 deposited Collateral Notes and as shall not have been sold by 
 the Depositaries hereunder ; and 
 
 Whereas, the parties hereto anticipate that, if sold at 
 public auction as provided in said Collateral Trust Indenture, 
 such collaterals may not realize a sum sufficient to pay ofif the 
 whole amount of said Collateral Notes now outstanding ; and 
 it is intended by this Agreement to authorize the Depositaries, 
 at any auction sale of such collaterals, to bid such sums as will 
 prevent a sacrifice thereof, and in case of the purchase by them 
 of such collaterals, in their discretion to consent to the entire 
 satisfaction of all such deposited Collateral Notes ; and 
 
 Whereas, it is also the purpose of this Agreement to au- 
 thorize the Depositaries to administer during the period of five 
 years any collaterals purchased by them hereunder with the 
 view of realizing sums in cash sufficient to pay, as hereinafter 
 more particularly set forth, to the holders of Certificates of 
 Interest and warrants issued hereunder the equivalent of 
 interest at the rate of six per cent, per annum from February 
 1, 1897, and also the principal sums of such Certificates; 
 and it is intended that in case the collaterals purchased by 
 the Depositaries when administered and sold hereunder, 
 shall not realize, sums in cash sufficient to pay interest on 
 said Certificates and the principal sums thereof as afore- 
 said, then and in that event such loss must be borne by 
 the holders of such Certificates and warrants, but if after pay- 
 ing to the holders of the Certificates and warrants the full 
 amount of such interest and principal a surplus shall remain, 
 
then that such surplus shall be turned over to the Reorganiza- 
 tion Committee or to the new company to be formed by it, in 
 consideration of the delivery to the Certificate Holders of 
 Preferred Stock of the new company to the amount and in the 
 manner in this Agreement set forth : 
 
 Now, therefore, it is mutually agreed by and be- 
 tween the respective parties hereto as follows : 
 
 L This Agreement shall be signed by the Depositaries 
 and by the Chairman and Secretary of the Reorganization Com- 
 mittee on its behalf, and shall be lodged with the Depositaries 
 for account of all the parties. 
 
 Holders of Collateral Notes may obtain the benefit of this 
 Agreement only by delivering their Collateral Notes to the De- 
 positaries on or before such date as the Depositaries shall fix, 
 and by accepting in exchange therefor Certificates of Interest, 
 or temporary receipts convertible into such certificates, to be 
 issued by the Depositaries hereunder. All Collateral Notes, 
 at the time of deposit, must be in such form as to be trans- 
 ferable by delivery merely ; and by such deposit each depositor 
 sells, assigns and transfers the Collateral Notes deposited by 
 him to the Depositaries and their successors as joint tenants, 
 and not as tenants in common, and agrees that the Depositaries 
 shall be vested with all the rights and powers of owners thereof. 
 
 The Depositaries shall have power, in their discretion, to 
 fix or limit the period within which holders of Collateral Notes 
 ma}^ deposit their notes and obtain the benefit of this Agree- 
 ment. 
 
 Holders of Collateral Notes who shall fail to deposit such 
 Collateral Notes on or before such date as the Depositaries 
 shall fix will not be entitled to deposit the same or to become 
 parties to this Agreement, or to share in the benefits thereof, 
 and shall acquire no rights hereunder ; but, in their discretion, 
 either generally or in special instf^nces, and on such terms and 
 
conditions as they may deem proper, the Depositaries may ex- 
 tend or renew the time for receiving deposits, or may receive 
 any deposit at a later date, or waive any default. 
 
 II. The Depositaries may issue under this Agreement 
 8,488 Certificates of Interest (hereinafter called " Certifi- 
 cates ") numbered from 1 to 8,488 consecutively, each in the 
 sum of $1,000, and to be substantially of the following tenor : 
 
 iform of certificate op interest.] 
 
 Certificate op Interest 
 
 IN the sum of 
 
 $1,000. 
 
 No 
 
 Under an Agreement dated February 15th, 1897, between certain depositors 
 of Collateral Notes of the Union Pacific Railway Company of the first part ; 
 the undersigned, J. P. Morgan & Co., as Depositaries, of the second part ; 
 and Louis Fitzgerald and others, as a Committee under a certain Plan and 
 Agreement for the Reorganization of the Union Pacific Railway Company, 
 of the third part. 
 
 Issued in respect of 
 UNION PACIFIC RAILWAY COMPANY 
 
 Six Per Cent. Gold Collateral Trust Note 
 FOR $1,000. 
 
 This Certificate of Interest and the warrants hereto attached 
 are issued under, and subject to, all the terms, conditions and 
 provisions of the Agreement above mentioned in respect of a 
 Union Pacific Railway Company Six Per Cent. Collateral Trust 
 Note for One Thousand Dollars, and entitle the bearer to 
 share in the rights and benefits specified in said Agreement. 
 The respective warrants attached to this Certificate, repre- 
 sent in the order of their numVjers, the corresponding semi- 
 annual installments for interest at the rate of six per cent, 
 per annum, which may become payable under said Agree- 
 ment upon the principal sum of $1,000, or the portion thereof 
 :jhen remaining unpaid in respect of this Certificate ; and such 
 
6 
 
 installments, if and wlien notice of payment shall be announced 
 as provided in said Agreement, will be payable upon presenta- 
 tion and surrender of the respective warrants representing such 
 installments and not otherwise. 
 
 This Certi^cate is one of a series of Certificates all of like 
 tenor and effect numbered from 1 to 8,488, both inclusive, issued 
 and to be issued in respect of Union Pacific Railway Company 
 Six Per Cent. Gold Collateral Trust Notes for the aggregate 
 principal sum of $8,488,000 outstanding under the Indenture 
 of Trust, dated September 4, 1891, executed by the Union 
 Pacific Railway Company to Drexel, Morgan & Co. as Trustees, 
 such Certificates being issued either against deposits of such 
 Collateral Notes or against payments of cash as provided in 
 such Agreement above mentioned, dated February 15th, 1897. 
 
 This Certificate and all interests thereby represented sball 
 pass by delivery unless registered in the owner's name on the 
 Looks of the Depositaries at their office in the City of New 
 York, such registration being noted by them on this Cer- 
 tificate ; after which no transfer shall be valid unless made on the 
 books of the Depositaries by the registered owner in person or 
 hj attorney and similarly noted on this Certificate ; but the same 
 may be discharged from registry by being transferred to bearer, 
 after which transferability by delivery shall be restored, and it 
 may again from time to time be registered or transferred to 
 bearer as before. Such registration shall not affect the negoti- 
 ability of the warrants issued herewith by delivery merely. 
 
 To guard against any excessive issue of such Certificates of 
 Interest no such Certificate shall be valid unless authenticated 
 by the United States Trust Company of New York by exe- 
 cuting the endorsement hereon. 
 
 Dated New York, February 15th, 1897. 
 
 Depositaries. 
 
 No such Certificate shall be valid until the United States 
 Trust Company of New York shall have executed an endorse- 
 ment thereon substantially of the following tenor, viz. : 
 
 [form of endorsement.] 
 
 This Certificate is one of a series of Certificates of Interest 
 described in the within mentioned Note Holder's Agreement. 
 United States Trust Company of New York, 
 
 By 
 
Said United States Trust Company of New York, from time 
 to time, upon request of the Depositaries, shall certify and 
 shall re-deliver to the Depositaries such Certificates to an 
 amount in the aggregate not exceeding 8,488 of such Cer- 
 tificates. 
 
 To eacli of such Certificates there shall be attached 
 ten warrants numbered consecutively from 1 to 10, both 
 inclusive, representing in the order of their numbers ten con- 
 secutive semi-annual installments which may become payable, 
 as hereinafter provided in respect of such Certificate, each of 
 which warrants shall be substantially of the following tenor : 
 
 (form of warrant.) 
 
 (Issued under Note Holder's Agreement dated February 15th, 1897, 
 in respect of Union Pacific Railway Company Six Per Cent. Collateral 
 Trust Note for $1,000.) 
 
 Warrant No. , payable to Bearer, for the semi-annual 
 
 interest on unpaid principal represented by Certificate No. 
 
 III. In exchange for each Collateral Note in the principal 
 sum of $1,000 delivered and assigned to the Depositaries here- 
 under, as provided in Article I. hereof, the Depositaries will 
 issue and deliver one of such Certificates in the sum of 
 $1,000. 
 
 All or any of the remainder of the authorized issue of such 
 Certificates, being an amount thereof equal to the amount of 
 the Collateral Notes which, shall not be deposited hereunder, 
 may be issued, sold and delivered by the Depositaries, from 
 time to time, upon receiving therefor sums in cash, or pro- 
 vision satisfactory to the Depositaries for the payment of 
 sums in cash, equal to the aggregate of all sums which, after 
 the date of this Agreement, shall be payable to the holders of 
 a like amount of undeposited Collateral Notes out of the 
 collaterals under said Collateral Trust Indenture. 
 
8 
 
 A contract bearing even date herewith has been made be- 
 tween the Depositaries, the Reorganization Committee and a 
 certain Syndicate, which contract, among other things, 
 stipulates that such Syndicate shall provide the sums in cash 
 payable to the holders of undeposited Collateral Notes, and in 
 consideration thereof shall receive Certificates to be issued 
 as aforesaid in respect thereof. Such contract is hereby 
 adopted and made a part of this Agreement. 
 
 All Certificates hereunder, whether issued in exchange 
 for Collateral Notes or in consideration of cash pay- 
 ments as aforesaid, shall entitle the holders to equal and pro- 
 portionate benefits and rights hereunder without preference, 
 priority, or distinction for any cause, of any Certificate over 
 any other Certificate, so that each and every Certificate 
 issued and to be issued as aforesaid, shall have the same 
 rights, benefits and advantages under this Agreement as if all 
 had been made, executed and delivered simultaneously with 
 the execution of this Agreement and for a common considera- 
 tion. Until snch Certificates shall have been engraved and 
 shall be ready for distribution, temporary receipts may be issued 
 in lieu of such Certificates, and such temporary receipts will be 
 exchangeable for such engraved Certificates when ready for dis- 
 tribution. The holders of such Certificates and of such tem- 
 porary receipts will be entitled (subject to any provisions 
 therein contained) to the rights and benefits, and only to the 
 rights and benefits, in this Agreement specified. 
 
 Such Certificates shall be transferable by delivery 
 merely, unless registered in the owner's name on the books 
 of the Depositaries at their office in the City of New York, in 
 the manner and with the effect set forth in such Certificates ; 
 and after such registration of any Certificate the person in 
 whose name such Certificate shall be registered shall for all 
 the purposes of this agreement be deemed the owner of the 
 Certificate, and all rights in respect thereof shall accrue to 
 such registered holder, excepting that registration shall not 
 
9 
 
 restrain the negotiability of the warrants issued with such Cer- 
 tificate. 
 
 The Reorganization Committee and the Depositaries may- 
 treat the bearer of each Certificate which shall not at the time 
 be registered as aforesaid, and the bearer of any warrant 
 issued with any Certificate, whether such Certificate shall be 
 registered or not, as the absolute owner of such Certificate or 
 warrant, as the case may be, and shall not be affected by any 
 notice to the contrary. 
 
 IV. The Depositaries are hereby authorized and requested 
 as holders of such deposited Collateral Notes to receive and 
 to collect the principal and interest of such Collateral Notes 
 and to enforce the same and all rights under said Collateral 
 Trust Indenture ; in their discretion to apply to some court 
 of competent jurisdiction for its aid and direction in foreclos- 
 ing the equity of redemption under said Collateral Trust In- 
 denture, and as decided and permitted by such^Court, or pur- 
 suant to any other power, to cause to be sold the underlying 
 bonds, stocks and other securities held under said Collateral Trust 
 Indenture ; and at any sale or sales to bid for, or to purchase, 
 any of such bonds, stocks and other securities, at such prices 
 as the Depositaries may deem reasonable. At any such 
 sale under said Collateral Trust Indenture the Depositaries 
 shall bid for such bonds, stocks or other securities such 
 prices, higher than the Depositaries shall otherwise be willing 
 to pay, as may be fixed by the Reorganization Committee, 
 provided that it shall furnish the Depositaries with any sums 
 required to be paid in cash (in addition to such sums as shall 
 be provided by said Syndicate) for such bonds, stocks or other 
 securities purchased pursuant to such action of the Reorgani- 
 zation Committee ; and otherwise the Depositaries shall be 
 free to refrain from bidding at any such sale if they shall so 
 deem best. The Depositaries may cause any such purchase 
 to be made in their own name, or by, or in the name of, others. 
 
10 
 
 and they may use and apply any of the deposited Collateral 
 Notes on account of any bid made by them, and in satisfying, 
 so far as may be, the purchase price of any bonds, stocks or 
 other securities purchased ; and in case of purchase by them 
 of all such bonds, stocks and other securities the Depositaries, 
 in their discretion, may consent to the entire satisfaction of the 
 deposited Collateral Notes. 
 
 y. All bonds, shares of stock, or other securities so pur- 
 chased by the Depositaries, and all other bonds, shares of 
 stock or other securities and all cash in any manner acquired by 
 the Depositaries hereunder (except the preferred stock deliv- 
 erable to holders of Certificates pursuant to Article VIII. of 
 this agreement), shall be held, used and disposed of by the 
 Depositaries as hereinafter provided, and all, taken collectively, 
 are herein termed the " trust estate." 
 
 All or any such bonds, shares of stock, or other securi- 
 ties, at any time comprised in the trust estate, may 
 be sold by the Depositaries, at any time or times, at 
 such prices and on such terms, as the Depositaries in 
 their discretion may deem proper, and any such sale may be 
 made at any stock exchange, or at private or public sale, either 
 by the Depositaries or by any agent or broker selected by them ; 
 but before making any sale of any shares of stock, prior to 
 February 1, 1902, the Depositaries shall give to the Keorgan-. 
 ization Committee, (or to any new company which, pur- 
 suant to Article X. hereof, may have been substituted for the 
 Committee hereunder,) notice of the intention to make such 
 sale, and whether it be intended to make such sale at the New 
 York Stock Exchange, or at public auction, or at private sale, 
 and of any offer made to the Depositaries for the purchase of 
 such stock at private sale. In any such case of an intended 
 sale of any such stock at private sale the Keorganization 
 Committee shall have the preferential right to purchase 
 such stock (all or none) on such terms as the Deposi- 
 
11 
 
 taries may then be willing to accept, provided that within 
 three days after such notice of such intention to sell 
 at private sale shall have been given, the Keorganization Com- 
 mittee shall agree to purchase the same on such terms, and 
 within five days thereafter shall pay therefor. Any 
 such notice shall be sufficient if addressed in writing to the 
 Reorganization Committee, or to such new company, and 
 three days before the time of the proposed sale delivered to 
 The Mercantile Trust Company, or to any address of such 
 new company in the City of New York which shall 
 have been designated by it to the Depositaries in writing. 
 The Depositaries, however, shall not be required to give any 
 such notice in case the Reorganization Committee shall have 
 determined to proceed no further under such Plan and Agree- 
 ment or under some modification thereof, or in case said Com- 
 mittee or such new company shall have made default in the 
 performance of any of its obligations hereunder. 
 
 The Depositaries may deposit any Collateral Notes, stocks, 
 bonds or other securities, by them held hereunder, in their own 
 vaults or in such safe deposit vaults or such place or places 
 of safety or with such custodian, as they may deem proper, and 
 they shall not be responsible for the safety of any such deposit 
 or for the acts of any such custodian. 
 
 The Depositaries shall have full power and authority to 
 consent to any renewals or extensions of any bonds or other 
 securities at any time held in the trust estate ; to institute, 
 or to unite in, any foreclosure or other appropriate proceed- 
 ings to enforce or collect any such bonds or other securities ; 
 to transfer into their own names, or into the names of any 
 nominees by them selected, any shares of stock at any time 
 held in the trust estate; to join in any plan or plans of 
 reorganization in respect of any bonds, stocks, or other 
 securities held in the trust estate, and out of the trust 
 estate to pay any assessment on such bonds, stocks or 
 other securities under any reorganization plan ; to buy in 
 
12 
 
 for the benefit of the trust hereunder any bonds, stocks or 
 other securities held in the trust estate sold at public sale 
 under the provisions hereof, if, in the judgment of the Depos- 
 itaries, the price offered therefor by others shall not be adequate, 
 and to resell any bonds, stocks or other securities so bought in ; 
 and generally, at the expense of the trust estate, and as the 
 absolute owners thereof, to do any act or thing in respect 
 of the Collateral Notes, bonds, stocks and other securities or 
 property at any time embraced in the trust estate, which they 
 may deem proper for the protection or benefit of the trust 
 estate ; it being hereby expressly declared that it is the intention 
 hereof to give to the Depositaries the broadest discretionary 
 powers for the management of the trust estate and for carrying 
 out the general purposes of this agreement, and that the De- 
 positaries shall be authorized in their discretion to reconcile 
 any inconsistencies in this agreement and to supply any 
 omissions, as they may deem best. The Depositaries may 
 employ, and act by, agents, trustees and attorneys, as they 
 may deem proper and may fix their compensation. They 
 may borrow from others, or may themselves advance, at 
 interest, such sums of money as they may require for 
 the purpose of paying any sums in cash needed upon 
 the purchase of any of the bonds, stocks or other securi- 
 ties sold at any public sale under the said Collateral Trust In- 
 denture, and any sums which the Depositaries may deem 
 advisable to obtain for the protection of the trust estate, 
 or for the purpose of carrying out any plan of reorganization 
 of any company of which bonds or stock shall be held 
 by the Depositaries, or for any other purpose of this Agree- 
 ment ; and they may charge or pledge the deposited Collateral 
 Notes and any bonds, stocks or securities at any time embraced 
 in the trust estate for the repayment of any sums borrowed 
 and shall have a lien thereon for advances made by themselves 
 with interest. The Depositaries in their discretion may exer- 
 
13 
 
 cise or may refrain from exercising any or all of the powers 
 under this Agreement. 
 
 The Depositaries may incur any and all expenses which, in 
 their discretion, they may deem proper for the administration 
 and protection of the trust estate, or for carrying out or attempt- 
 ing to carry out, this Agreement or any of the provisions 
 thereof, including all expenses in connection with the prepar- 
 tion of this Agreement and said Syndicate Agreement, the 
 issue of Certificates, all legal expenses, all expenses for adver- 
 tising, printing and for procuring the deposit of Collateral 
 Notes hereunder, and all other expenses in any manner con- 
 nected with this Agreement, or which the Depositaries, may 
 deem expedient to incur in undertaking to promote any of the 
 purposes thereof. The Depositaries shall be the sole judges 
 of the propriety and the expediency of any and all such ex- 
 penses, and of the amount thereof, and all such expenses shall 
 be a first charge upon the trust estate, and shall be payable 
 out of the proceeds thereof. Upon any sale of bonds, stocks or 
 other securities under this Agreement, the Depositaries shall 
 be entitled to charge and to receive to their own use, and to 
 deduct from the proceeds of sales made by them, the usual com- 
 missions on any such sales, and such commissions together with 
 all proper expenses incurred in making such sales shall be 
 deemed part of the expenses of the administration of the trust 
 estate. 
 
 It is hereby declared that no specification of particular 
 powers shall be construed so as to limit any of the general 
 powers by this Agreement conferred upon the Depositaries. 
 
 Unless (aj the Reorganization Committee shall have de- 
 termined to proceed no farther under said Plan and Agree- 
 ment of Reorganization or some modification thereof, or unless 
 (bj the Reorganization Committee shall have made default in 
 the performance of any of its agreements herein contained, 
 the Depositaries shall give to the Reorganization Committee, 
 or to its nominees, or to the new company which pur- 
 
14 
 
 suant to Article X. hereof may liave been substituted for the 
 Keorganization Committee hereunder, proxies to vote upon 
 any shares of stock then held by the Depositaries here- 
 under for the election of any directors and for any other 
 purpose except as such election or purpose shall be 
 objected to by the Depositaries as prejudicial to the 
 interests of the holders of the Certificates issued hereunder ;. 
 provided, however, that the Depositaries shall not be required 
 to give any such proxy after Februar}^ 1, 1902. In any case 
 of a disagreement the Depositaries shall be authorized to vote 
 as they deem best, either in person or by proxy. In case the 
 Reorganization Committee or such new company shall have 
 determined to proceed no further under said Plan and Agree- 
 ment, or in case it shall have made default as aforesaid, and in 
 any event after February 1, 1902, the Depositaries shall be 
 fully authorized, in their discretion, to vote upon all shares for 
 the time being held by them hereunder and to give proxies to 
 others to vote thereupon. 
 
 Neither the execution of this agreement nor anything 
 herein contained shall in any manner affect, limit or im- 
 pair any rights, powers or duties of said firm of J. P. Morgan 
 & Co. as Trustees under said Collateral Trust Indenture. 
 
 YI. All sums in cash received by the Depositaries for 
 principal or interest on the deposited Collateral Notes, or upon 
 any bonds, stocks or other securities purchased by the 
 Depositaries, and all sums realized by the Depositaries by the 
 sale or other disposition of any such bonds, stocks or other 
 securities, or in any manner resulting from the trust estate 
 under this Agreement, shall be deposited with J. P. 
 Morgan <fe Co. as bankers and may be applied by the 
 Depositaries to the payment of any and all expenses whatso- 
 ever incurred by the Depositaries, including the repayment of 
 any moneys advanced by the Depositaries or borrowed by 
 them from others, and a reasonable allowance to the De- 
 
15 
 
 positaries to cover expenses for clerk hire, rental of vaults, 
 counsel fees and other incidental expenses ; and after the pay- 
 ment, or proper provision for the payment, of all such ex- 
 penses, or such part thereof as the Depositaries may think 
 best then to pay or to provide for, any balance of such 
 moneys remaining in the hands of the Depositaries, shall be 
 applied by the Depositaries as follows : 
 
 First. Semi-annually on the first days of February 
 and August in each year, upon surrender and cancella- 
 tion of the respective warrants therefor, such balance of 
 moneys shall be applied to the payment to the holders 
 of such warrants of installments equivalent to interest 
 at the rate of six per cent, per annum from February 
 1st, 1897, upon the principal sum of $1,000 in respect 
 of each Certificate then outstanding, or the portion of 
 such principal then remaining unpaid. 
 
 Whenever the Depositaries shall intend to pay any 
 such installment, they shall publish notice, as hereinafter 
 provided, of the date upon which they intend to make 
 such payment. In case the Depositaries shall not be 
 ready to pay any such semi-annual installment as above 
 provided on any first day of February or August, 
 then such installment shall thereafter be payable out 
 of any such balance of moneys on a date to be adver- 
 tised by the Depositaries as hereinafter provided, before 
 payment of any subsequent installment, and in every such 
 case of deferred payment, interest thereon shall be paid 
 at the rate of six per cent, per annum from such first 
 day of February or August, as the case may be, to the 
 date for such payment as so advertised by the Deposit- 
 aries. 
 
 The Depositaries may make part payment of any 
 such semi-annual installment on or after the first day of 
 February or August when payable, upon presentation 
 
16 
 
 and suitable stamping or endorsement of the respective 
 warrants therefor, which shall then be returned to the 
 holders, and the remainder of such installment shall 
 thereupon be payable out of any such balance of 
 moneys, with interest at the rate of six per cent, per 
 annum upon surrender and cancellation of such war- 
 rants before payment of any subsequent installment. 
 
 Second. Any surplus of such moneys remaining in 
 the hands of the Depositaries after paying all such semi- 
 annual installments for interest theretofore payable here- 
 under, or setting apart sums sufficient to pay the same, 
 and after reserving such sums as in their discretion the 
 Depositaries may deem advisable for future expenses 
 and also such sum as they may deem advisable, not 
 exceeding six per cent, on the outstanding Certificates,^ 
 shall be applied by the Depositaries according to any 
 of the following methods which, from time to time, in 
 their discretion, they may adopt, viz. : 
 
 (a) To an amount substantially equal to, but not ex- 
 ceeding, such surplus, and in such manner as they shall 
 deem best, they may by lot designate outstanding Certifi- 
 cates in respect of which there can be paid, from such 
 surplus, sums which, in addition to any principal sums 
 previously paid thereon, shall amount to the full prin- 
 cipal sum of 11,000 for each Certificate so designated, 
 together with interest, as specified in Subdivision First 
 of this Article, from the date advertised for the payment 
 of the last previous installment. 
 
 Thereupon, in the manner hereinafter provided, the 
 Depositaries, shall advertise a notice specifying the 
 numbers of the Certificates so designated, and stating 
 that on a day specified in such notice, not more than 
 six weeks after the first publication thereof, they will 
 pay to the holders of the Certificates so designated,. 
 
17 
 
 severally and respectively the amounts aforesaid, and 
 from the date of payment specified in such notice na 
 interest shall accrue or be payable to the holders of any 
 Certificates so designated. On or after the day specified 
 in such notice, upon presentation of the Certificates so 
 designated for suitable stamping or endorsement, and 
 upon surrender and cancellation of the warrants for all 
 interest installments thereon which shall not previously 
 have become payable, the Depositaries shall pay the full 
 principal sum of $1,000, or any unpaid balance thereof, 
 upon every such Certificate so called for payment, 
 together with interest as provided in Subdivision First 
 of this Article from the date of the last previous install- 
 ment, to the date of payment specified in such notice ; 
 and no further payments for principal or interest shall 
 be or become due upon the Certificates so designated 
 and all warrants issued therewith for interest install- 
 ments payable after that date shall become void. But 
 upon surrender of any such Certificate in respect of 
 which full payment shall have been made as aforesaid, 
 the holder thereof surrendering the same shall be 
 entitled, as hereinafter provided, to receive $150, in the 
 Preferred Stock of such new company, at par when 
 such Preferred Stock shall be received by the Deposi- 
 taries for that purpose, or to share in any distribution 
 among the Certificate Holders, pursuant to Article X. 
 hereof, after payment in full of any unpaid balance of 
 the principal sum of $1,000, and of interest accrued and 
 unpaid from February 1, 1897, in respect of each and 
 every Certificate which shall have been issued hereunder 
 and the warrants for interest thereon. 
 
 (bj Or, such surplus moneys in their hands, or 
 any part thereof, may be applied by the Depositaries 
 to the purchase of Certificates issued hereunder, either 
 at the New York Stock Exchange or at public or private 
 
18 
 
 sale. Any Certificates so purchased by the Depositaries 
 with the warrants thereto attached shall be canceled by 
 them, and no further rights shall accrue in respect 
 thereof. 
 
 (c) Or, such surplus moneys in their hands, or 
 any part thereof may be applied by the Depositaries to- 
 wards the equal proportionate payment of any part of 
 the unpaid principal of all the Certificates issued hereun- 
 der, with accrued interest at the rate of six per cent, per 
 annum as aforesaid, until the principal sum of $1,000 
 with interest shall have been paid upon each Certificate. 
 In case of any such partial payment, notice thereof shall be 
 advertised as hereinafter provided, and payment shall be 
 made to the holders of the Certificates upon presentation 
 thereof and suitable stamping or endorsement thereon ; 
 and after the date of payment so advertised semi-annual 
 installments for interest at the rate of six per cent, per 
 annum, as specified in subdivision First of this Article, 
 shall be payable to the holders of the respective war- 
 rants therefor, only upon the balance of principal 
 up to $1,000 remaining uupaid on every such Certificate, 
 after deducting the amount of such partial payment 
 made on account of principal. 
 
 In case on the first day of February, 1902, the full 
 principal sum of $1,000 with interest as above provided shall 
 not have been paid upon all the Certificates then outstanding 
 the Depositaries shall apply any such balance of moneys in 
 their hands from time to time, whenever they shall deem ad- 
 visable, jiTst, upon presentation and surrender of the respective 
 warrants therefor, to the payment of any unpaid installments for 
 interest up to February 1st, 1902, with interest on deferred pay- 
 ments, as above provided, secondly^ upon presentation of 
 the respective Certificates for suitable stamping or endorse- 
 ment, to the payment of accrued and unpaid interest thereon 
 
19 
 
 at the rate of six per cent, per annum from February 1, 1902^ 
 and thirdly to the payment of any unpaid balance of the prin- 
 cipal sum of $1,000 upon each Certificate ; such moneys, in 
 each case, being applied to the ratable payment of the re- 
 spective parties entitled thereto. 
 
 VII. In case on the first day of February, 1902, the 
 Depositaries shall not have paid in cash, or set apart for 
 the payment in cash, to the holders of the out- 
 standing Certificates the full principal sum of $1,000 
 upon every such Certificate and to the holders of the 
 respective warrants therefor the respective installments 
 for interest as above specified, and also all other sums 
 payable hereunder out of the trust estate, then, in their 
 discretion, the Depositaries may, and, if thereunto requested 
 in writing by the holders of not less than one-fifth in 
 amount of all the Certificates then outstanding, the De- 
 positaries shall, sell at public auction all the bonds, 
 stocks and other securities then held by the Depositaries. 
 Such sale shall be made at such place or places in the City of 
 New York or elsewhere and at such time or times as the 
 Depositaries shall determine, and notice of any such sale shall 
 be sufficiently given if a notice stating the time and place when 
 and where the same is to be made, shall have been published 
 not less than twice in each week for two successive 
 weeks prior to the time of sale in two newspapers pub- 
 lished in the City of New York ; but the Depositaries 
 may give such additional notice as they may deem 
 reasonable. The Depositaries by* announcement at the time 
 and place appointed for such sale or for any adjourned sale 
 or sales, may adjourn any such sale and may make any such 
 sale at the time and place to which such sale shall be so 
 adjourned upon giving such notice of the adjourned sale as 
 they may deem reasonable. At any such sale the Depositaries 
 may, sell the bonds, stocks and other securities then held by 
 them hereunder in one parcel as an entirety, or in separate 
 
20 
 
 parcels, or alternately, as the Depositaries may deem best. 
 Any sale made under or by virtue of this instrument shall 
 operate to divest all right, title, interest, claim and demand 
 whatsoever, either at law or in equity, of the Depositaries and 
 of all parties hereto in and to the property sold, and the 
 receipt of the Depositaries shall be a sufficient discharge to the 
 purchaser or purchasers of the property sold, and no such 
 purchaser or his representatives or assigns after paying the 
 purchase money and receiving such receipt shall be bound 
 to see to the application of the purchase money or in auy 
 manner whatsoever be answerable for any loss or misapplica- 
 tion thereof. 
 
 At any such sale any holder or holders of Certificates or 
 warrants issued hereunder may bid for and purchase any of the 
 property sold and upon compliance with the terms of sale may 
 hold, retain and dispose of the property purchased for his or 
 their own use. 
 
 The net proceeds of any such sale remaining after deduct- 
 ing and paying or providing therefrom the expenses of sale and 
 all charges upon the trust estate and all other expenses 
 hereunder shall be applied, first, upon presentation and sur- 
 render of the respective warrants therefor to the payment of 
 any unpaid installments for interest to February 1st, 1902, with 
 interest on deferred payments, as above provided, secondly, 
 upon presentation of the respective Certificates for suitable 
 stamping or endorsement to the ratable payment to the holders 
 of such Certificates of accrued and unpaid interest thereon 
 from February 1st, 1902, and, thirdly, to the payment of any 
 unpaid balance of the principal sum of $1,000 on each Cer- 
 tificate. 
 
 Nevertheless, notwithstanding any such request until all 
 such stocks, bonds and other securities shall have been sold at 
 public auction pursuant to the foregoing provisions of this 
 Article, the Depositaries may proceed to administer the trust 
 estate, and to make sales thereof at public or private sale as in 
 their discretion they may deem best. 
 
21 
 
 yill. Whenever, pursuant to said Plan of Reorganization, 
 or to some modification thereof, the Preferred Stock of the new 
 company shall have been issued, the Reorganization Committee 
 will deliver to the Depositaries or upon their order $1,273,200 
 j)ar value of such Preferred Stock (which shall be fully paid 
 up), being an amount equal at par to fifteen per cent, of the 
 principal sum of the Collateral Notes now outstanding. Upon 
 receipt of the certificates for such Preferred Stock, the Deposi- 
 taries shall deliver to the holders of the Certificates issued here- 
 under and then outstanding, severally and respectively, $150 
 par value of such Preferred Stock for each Certificate (being 
 fifteen per cent, of the principal thereof), upon surrender and 
 cancellation (at the time of such receipt) of such Certificates, 
 in case the principal sum of $1,000 with interest from February 
 1st, 1897, to the date of such payment shall have been paid 
 thereon in cash as hereinbefore provided, or upon presentation 
 of such Certificates and affixing thereon an endorsement 
 or stamp showing that such delivery has been made, in case 
 such sums shall not have been fully paid in cash. 
 
 Any portion of such Preferred Stock which, if such Certifi- 
 cates had not been canceled, would have been deliverable to 
 holders of Certificates purchased by the Depositaries and can- 
 celed pursuant to clause (bj of Subdivision Second of Arti- 
 cle VI. hereof, shall for all purposes of this Agreement be 
 deemed to be part of the trust estate and shall be subject to the 
 several provisions applicable to bonds, stocks and other securi- 
 ties held by the Depositaries hereunder. 
 
 IX. At any time after delivery of such Preferred Stock as 
 aforesaid, the Reorganization Committee shall have the option 
 to purchase all Collateral Notes, bonds, stocks and other 
 securities and cash at the time constituting the trust estate 
 and then held by the Depositaries under this Agreement by 
 paying to the Depositaries a sum in cash sufficient to pay all 
 charges thereon and all expenses under this Agreement 
 
22 
 
 until the same shall have been fully carried out and the De- 
 positaries shall have been discharged from the trust, and, also,, 
 sufficient to enable the Depositaries at the expiration of 
 six weeks after such payment to pay to the holders of 
 the outstanding Certificates and warrants, severally and re- 
 spectively, the full principal sum of $1,000 upon each of such 
 Certificates, together with sums equal to interest accrued and 
 unpaid thereon to the date of payment, as specified in Article 
 VI. hereof, or any balance of such principal and interest then 
 remaining unpaid. Thereupon, the Depositaries shall publish, 
 in the manner hereinafter provided, a notice that on a specified 
 day not more than six weeks thereafter they will be ready to pay 
 such sums and they shall make such payment upon presenta- 
 tion and surrender for cancellation of the. respective Certificates 
 and the warrants for interest installments not theretofore paid. 
 Whenever by sale or otherwise the Depositaries shall have 
 realized from the bonds, stocks or other securities comprised 
 in the trust estate sums in cash sufficient to pay all charges 
 and all expenses hereunder and to pay to the holders of 
 the outstanding Certificates and warrants, severally and 
 respectively, any unpaid balance of the full principal sum of 
 $1,000 upon each of such Certificates, together with sums 
 equal to the interest accrued and unpaid thereon as specified 
 in Article YI. hereof,to a day which shall be fixed for such 
 payment and advertised as in said Article provided, then in 
 case such fifteen per cent, of Preferred Stock shall have been 
 received by them, as above provided, the Depositaries shall 
 deliver to the Eeorganization Committee, or upon its order,, 
 any surplus of bonds, stocks, securities and cash remaining in 
 their hands after providing in full for such payment and 
 making suitable reservation for future expenses and contin- 
 gencies, or in their discretion and if in their judgment the 
 consummation of such plan of reorganization is reasonably 
 assured they may make such delivery to the Reorganization 
 Committee prior to their actual receipt of such fifteen per- 
 cent, of Preferred Stock. 
 
23 
 
 The foregoing provisions of this Article are subject in all 
 respects to the provisions of Article X. hereof. 
 
 At any time, in their discretion, on such terms as they 
 may deem reasonable the Depositaries may sell to the 
 ^Reorganization Committee any stocks, bonds or other securities, 
 comprised in the trust estate. 
 
 Neither the Depositaries nor the Eeorganization Com- 
 mittee assume any personal responsibility for the payment 
 of any sum to the holders of the Certificates or warrants 
 issued hereunder ; and no sums shall be payable to 
 the holders of such Certificates except to the ex- 
 tent and in the manner herein provided when and as 
 declared by the Depositaries out of the net proceeds of the 
 trust estate. 
 
 X. If, upon the formation of a new company pursuant 
 to said Plan of Reorganization or any modification thereof, such 
 new company, with the written consent of the Reorgani- 
 zation Committee, by a written instrument delivered to the 
 Depositaries, shall adopt this Agreement and shall assume all 
 the obligations of the Reorganization Committee hereunder, then 
 the Reorganization Committee shall be fully discharged from 
 this Agreement and such new company shall be substituted 
 in place of the Reorganization Committee hereunder and shall 
 become entitled to all rights of the Reorganization Committee 
 and be bound by all the provisions of this Agreement appli- 
 cable to the Reorganization Committee. 
 
 In case the Reorganization Committee shall determine to 
 proceed no further under said Plan and Agreement of Reor- 
 ganization, or any modification thereof, and shall abandon the 
 same, then all rights and all obligations of the Reorganization 
 Committee under this Agreement shall wholly cease and termi- 
 nate. 
 
 In case the Reorganization Committee, or such new com- 
 pany, shall refuse to deliver the Preferred Stock of such new 
 
24 
 
 company in compliance with the provisions of Article YIII. 
 hereof, within thirty days after demand of the Depositaries,, 
 after Preferred Stock shall have been issued by such new com- 
 pany, the Depositaries shall have power, in their discretion, 
 by notice in writing to the Eeorganization Committee, or to 
 such new Company (which notice may be served by delivery to 
 The Mercantile Trust Company), to terminate this agreement 
 as to the Reorganization Committee and such new Company, 
 and after delivery of such notice all rights and obligations of 
 the Eeorganization Committee and of such new Company under 
 this Agreement shall cease. 
 
 In case the Reorganization Committee shall so abandon the 
 reorganization, or in case such Committee or such new com- 
 pany shall be unable or shall refuse to deliver the Preferred 
 Stock of such new company in compliance with the provisions 
 of Article YIII. hereof within thirty days after demand of the 
 Depositaries after Preferred Stock shall have been issued 
 by such new company, then the Depositaries, after paying 
 from the proceeds of the trust estate, all charges and 
 expenses hereunder, shall apply the cash proceeds of the 
 trust estate in payment to the holders of the respective 
 Certificates and warrants then outstanding, firsts of any 
 unpaid interest from February 1st, 1897, as aforesaid, and, 
 secondly^ of the principal sum of $1,000, or any unpaid balance 
 thereof, in respect of each Certificate ; and, thirdly, after pay- 
 ment in full of such interest and such principal in respect of 
 the warrants and Certificates as aforesaid, and after paying or 
 reserving a sum suflScient to pay all charges and expenses here- 
 under or likely to accrue, they shall apply any surplus as 
 follows, viz. : (1) Three-fifths of such surplus shall be dis- 
 tributed ratably among the holders of the Certificates then 
 outstanding, and such distribution shall be made notwith- 
 standing the fact that accrued interest, as hereinbefore 
 specified, and the sum of $1,000 for principal previously shall 
 have been paid upon such Certificates ; (2) one -fifth of such 
 
25 
 
 •surplus shall be paid to the Syndicate Subscribers as provided 
 in such Syndicate agreement, and (3) the remaining one-fifth of 
 such surplus shall be paid to the Depositaries as compensation 
 for their services under this Agreement : Provided, nevertheless, 
 and it is expressly agreed that, in case the Reorganization Com- 
 mittee shall determine to proceed no further under such Plan 
 of Reorganization or any modification thereof, the Depositaries 
 -at any time may sell, or may enter into and carry out an agree- 
 ment to sell, to any other Committee which shall undertake any 
 reorganization of the Union Pacific Railway Company, or to 
 any other company which shall acquire the Union Pacific Rail- 
 way, or the part thereof between Omaha and Ogden, all or 
 any of the balance of bonds, stocks and other securities 
 remaining in the hands of the Depositaries after prior 
 payment to the holders of the warrants and Certificates 
 issued hereunder of sums equal to accrued and unpaid 
 interest, and the full principal sura of $1,000, in respect 
 of each such certificate, as specified in Article VI. 
 hereof ; and any such sale may be made in consideration of 
 stock, bonds or other securities of such other company, or for 
 •cash, or partly for stock, bonds or other securities, and partly 
 for cash, upon such terms as the Depositaries in their discre- 
 tion shall deem reasonable. In case of any such sale, three- 
 :fifths of the consideration received for the Collateral Notes, 
 bonds, stocks and other securities sold (after payment of such 
 unpaid interest and such unpaid principal in respect of the 
 Certificates, and after paying or reserving a sum suflBcient to 
 pay or provide for all charges and expenses hereunder) shall 
 be distributed ratably among the holders of the Certificates 
 then outstanding; one-fifth shall be delivered and paid to 
 the Syndicate Subscribers, as provided in said Syndicate 
 agreement, and the remaining one-fifth shall be delivered and 
 paid to the Depositaries as compensation for their services 
 under this Agreement. 
 
 In every such case of payment to the holders of \Narrants 
 
26 
 
 or Certificates, such payment shall be made upon the presenta- 
 tion of the respective warrants or Certificates, as the case may 
 be, and upon suitable stamping or indorsement thereof if 
 partly paid, or upon surrender and cancellation thereof when 
 all sums payable in respect thereof shall be fully paid. 
 
 XI. Messrs. J. P. Morgan & Co., as Depositaries, shall act 
 as a copartnership, and, in case of any change in said firm, the 
 firm of J. P. Morgan & Co., as from time to time constituted, 
 shall continue as Depositaries, with all the title, rights and 
 powers vested in the Depositaries hereunder. Neither said firm, 
 nor any member of said firm, assumes any personal responsi- 
 bility for the performance of this Agreement, nor for the result 
 of any steps taken or acts done for the purposes thereof, said 
 firm, however, undertaking in good faith to endeavor to execute 
 the same. Should the Depositaries at any time deem it 
 advisable to proceed no further under this Agreement 
 for any cause which in their judgment shall render it im- 
 practicable to carry out this Agreement according to its spirit, 
 then the Depositaries may abandon further action under this 
 Agreement and, in such manner as they may deem expedient, 
 may distribute the trust estate ratably among the holders of 
 the outstanding Certificates of Interest. Neither said firm, nor 
 any member of said firm, shall be personally liable for any 
 act or omission of any agent or trustee, custodian, depos- 
 itary, Dv employee selected in good faith, nor for any error 
 of judgment or mistake of law, nor in any case except for its 
 or their own individual willful malfeasance or neglect, and nei- 
 ther said firm nor any member thereof shall be liable for the 
 act or omission of the Reorganization Committee. Neither the 
 Reorganization Committee nor any member thereof shall be 
 liable for any act or omission of the Depositaries. 
 
 From time to time as they may see fit, at the expense of 
 the trust estate, the Depositaries may apply to any court of 
 competent jurisdiction for aid or instructions in any matter 
 
27 
 
 -connected with the interpretation of this instrument or the 
 execution of the trusts thereunder ; and, anything herein con- 
 tained to the contrary notwithstanding, they shall be under no 
 obligation to take any step or proceeding which would involve 
 expense unless first indemnified to their satisfaction in re- 
 spect thereof. 
 
 At any time hereafter said firm of J. P. Morgan & Co. may 
 resign and may appoint the Eeorganization Committee, or any 
 other committee approved by it, or any Trust Company, to act 
 in place and stead of said firm under this Agreement, either in 
 respect of any or all matters provided for in this agreement or in 
 respect of such matters as may be designated in such appoint- 
 ment, and any substituted Depositary, so appointed, upon 
 accepting such appointment, shall be vested with all the rights, 
 title, powers and duties of the Depositaries hereunder, as fully 
 as if named herein as a party hereto, except so far as limited 
 by such instrument of appointment. 
 
 Upon such resignation and upon the appointment of any such 
 new Depositary or substitute and upon delivery to such new 
 or substituted Depositary of all the Collateral Notes, bonds, 
 stocks and other securities and cash then comprised in the 
 trust estate hereunder, the Depositaries shall be discharged 
 from the trusts hereunder and shall be relieved from all lia- 
 bility or responsibility to any of the parties hereto or to the 
 bolders of the Certificates issued hereunder. 
 
 XII. It is expressly agreed that said firm of J. P. Morgan &. 
 Co., or any member or members of said firm, and^any member or 
 members of the Heorganization Committee, may become Syndi- 
 cate Subscribers under said Syndicate Agreement, and for 
 his or their own use and benefit, and free and discharged 
 from any trust under this agreement, may be the purchasers, 
 or may join any Syndicate for the purchase, of any of 
 the bonds, stocks or other securities held under this agree- 
 ment at any public sale thereof ; and in like manner may 
 
28 
 
 become the purchaser, or be interested in the purchase, of any 
 such securities or property at any private sale made pursuant 
 to the provisions hereof, provided that the Ee organization 
 Committee shall have assented to such purchase at private sale. 
 The Reorganization Committee agrees to deliver to the 
 Depositaries as compensation for their services under this 
 agreement $424,400 par value of the Preferred Stock (which 
 shall be fully paid up) of such new company, whenever the 
 Preferred Stock of such new company shall be issued pursuant 
 to said Plan of Reorganization or of some modification thereof. 
 
 XIII. The Reorganization Committee reserves the right to 
 make any modification of said Plan of Reorganization, includ- 
 ing any change of the capitalization of the new company, and 
 no such modification shall affect this Agreement ; and the Pre- 
 ferred Stock deliverable under this agreement shall be a part of 
 the Preferred Stock which may be issued pursuant to any mod- 
 ification of such Plan of Reorganization, provided that if more 
 than one class of Preferred Stock be issued then the amount or 
 class of such stock deliverable hereunder shall be satisfactory 
 to the Depositaries. Neither the Reorganization Committee 
 nor any member thereof shall be personally liable under this 
 Agreement, but this Agreement hhall bind the Committee only 
 in its representative capacity. 
 
 XIV. Unless otherwise expressly provided any and all notices 
 under this Agreement or under any provision thereof shall be 
 sufficiently given if advertised twice in each week for two suc- 
 cessive weeks in at least two newspapers published in the City 
 of New York. Any call or notice whatsoever when so adver- 
 tised shall be taken and considered as personally served as of 
 the respective dates of the insertion thereof, upon all the holders 
 of Certificates and warrants issued hereunder, and no other 
 notice or call shall be required. 
 
 Whenever the Depositors shall have advertised twice in each 
 week for two successive weeks in two newspapers in the City 
 
29 
 
 of New York, that on a day specified thej will be prepared 
 to make any payment under this Agreement to the holders of 
 Certificates or warrants, then after such day so specified no 
 interest shall accrue to the holders of Certificates or warrants 
 in respect of the sums which the Depositaries shall have so 
 advertised that they are prepared to pay. 
 
 §1X tvrittXJCSS Wlxtxtotf The Eeorganization Committee 
 has caused these presents to be signed by its Chairman and 
 Secretary ; the Depositaries have hereunto signed their firm 
 name : and the Holders of Collateral Trust Notes have deposited 
 such Notes hereunder. 
 
 LOUIS FITZGEKALD, 
 
 T. JEFFEKSON COOLIDGE, Jr., 
 
 MARVIN HUGHETT, f Reorganization 
 
 JACOB H. SCHIFF, / Committee. 
 
 CHAUNCEY M. DEPEW, 
 
 OLIVER AMES, 
 
 By Louis Fitzgerald, 
 
 Chairman. 
 Alvin W. Krech, 
 
 Secretary. 
 J. P. MORGAN & CO., 
 
 Depositaries. 
 
'C 91575 
 
 M114724 ' , 
 
 THE UNIVERSITY OF CAUFORNIA LIBRARY