HE 
 
 1903 
 
 UC-NRLF 
 
 C 2 725 TMD 
 
 • 
 
/ A. 
 
 PLAN AND AGREEMENT 
 
 FOR THE 
 
 REORGAiNlZATION 
 
 OF THE 
 
 Chicago Great Western Railway Company^ 
 
 Dated^June i, 1909. 
 
 J. P. MORGAN & CO., Reorganization Managers. 
 
 FRANCIS LYNDE STETSON, 
 
 Counsel to the Reorganization Managers. 
 
REORGANIZATION 1<?0] 
 
 OF THE 
 
 Chicago Great Western Railway Company. 
 
 PRESENT CONDITION OP THE 
 CHICAGO GREAT WESTERN RAII^WAY COMPANY. 
 
 The Chicago Great Western Railway System comprises 1,497 miles, of which 
 1,406 miles are owned, 757 directly, and 649 by ownership of all the stock of two 
 subsidiary companies. 
 
 The mileage operated is 1,475 miles, as follows: 
 
 Lines owned by Chicago Great Western Railway Company, 757 miles. 
 Trackage leased from other railway companies, . . 83 " 
 
 840 miles. 
 Less: Branch Line leased to W. C. F. & N. Ry. Co., . 22 " 
 
 Total, 818 miles. 
 
 As owner of all the stock, and also as lessee, the Chicago Great 
 Western Railway Company operates the lines of the following Companies : 
 
 Wisconsin, Minnesota & Pacific Railroad Company, . 271 miles. 
 
 Mason City & Fort Dodge Railroad Company (8 miles 
 being operated under a lease and decree of the 
 U. S. Circuit Court), 386 " 
 
 Total, 657 miles. 
 
 Total Present Operated Mileage of the Chicago 
 
 Great Western Railway System, i»475 miles. 
 
 The Chicago Great Western Railway Company owns the following stocks and 
 securities : 
 
 * Stock of Subsidiary Companies : 
 
 t Stock of Mason City & Fort Dodge Rail- 
 road Company, .... $32,841,152 00 
 
 t Stock of Wisconsin, Minnesota & Pacific 
 
 Railroad Company, . . . 5,893,400 00 
 
 t Stock of DeKalb & Great Western Rail- 
 way Company, . . . . 111,771 48 
 
 Total, $38,846,323 48 
 
 ♦All stocks are stated at par or nominal value onlj-. 
 t Being all of the stock of the Company. 
 
 M7ior^o 
 
other Stocks Owned : 
 
 Stock of Chicago Union Transfer Rail- 
 way Company, 
 
 Stock of Minnesota Transfer Railway 
 Company, .... 
 
 Stock of St. Paul Union Depot Co., 
 
 Stock of St. Joseph Union Depot Co., 
 
 Stock of Iowa Transfer Railway Co., 
 
 Stock of Iowa Development Company, 
 
 Stock of Iowa Townsite Company, 
 
 Stock of St. Charles Hotel & Park Co., 
 
 Stock of Minnesota & N. W. Ry. Co. de- 
 posited with Treasurer, $120,000 00 
 Less : amount received 
 on Dubuque taxes acct. 
 thereof, . . . 94,229 13 
 
 Stock of Iowa Sugar Company, 
 
 Total, .... 
 
 $57,274 01 
 
 7,000 00 
 103,600 00 
 
 25,156 53 
 
 6,200 00 
 
 150,000 00 
 
 10,000 00 
 
 23,706 44 
 
 25,770 87 
 12,500 00 
 
 $421,207 85 
 139,267,531 33 
 
 The claims against the Chicago Great Western Railway Company, the stocks 
 thereof, and the liens existing on the properties of the subsidiary companies, are 
 approximately as follows : 
 
 (i) Chicago Great Western Railway Company 
 
 {a) Notes and other obligations, . 
 
 Four Per Cent. Debenture Stock, . 
 Five Per Cent. Preferred Stock A, 
 Four Per Cent. Preferred Stock B, 
 Common Stock, .... 
 Total, .... 
 
 $13,500,000 00 
 
 28,077,089 00 
 
 11,336,900 00 
 
 23,051,942 00 
 
 44,525,420 00 
 
 $120,491,351 00 
 
 (2) Subsidiary companies : 
 
 Wisconsin, Minnesota & Pacific Railroad 
 Company First Mortgage Four Per 
 Cent. Gold Bonds, .... 
 
 Mason City & Fort Dodge Railroad Com- 
 pany First Mortgage Four Per Cent. 
 Gold Bonds, ..... 
 
 Total, ' 
 
 Total, . . . . 
 
 $6,232,000 00 
 
 12,000,000 00 
 
 18,232,000 00 
 $138,723,351 00 
 
 (a) Not including Receivers' current operating obligations or assets. 
 
i 
 
 THB I/ONDON AND THIS NISW YORK COMMITTEES 
 OF STOCKHOIyDERS. 
 
 At the request of the Loudon Committee, cousistiug of Robert Fleming, 
 Henry Augustus Vernet and others, for Debenture Stock deposited with said Committee 
 under an Agreement dated May 26, 1908, and at the request of the New York Committee, 
 consisting of William A. Read and others, for Debenture Stock deposited with said 
 Committee under an Agreement dated February i, 1908, and also at the request of the 
 Committee consisting of John W. Castles and others for Preferred Stock A, Preferred 
 Stock B and Common Stock, deposited with said Committee under an Agreement dated 
 March 17, 1908, — J. P. Morgan & Co. have consented to act as Reorganization Managers 
 to carry out the Plan of Reorganization. 
 
 The London Committee for Debenture Stock have decided to adopt and approve 
 the Plan of Reorganization and have undertaken to give notice thereof to the Certificate 
 Holders of the London Committee in the manner prescribed in their Agreement and to 
 deposit with the Reorganization Managers in exchange for Reorganization Certificates 
 of Deposit all the Debenture Stock held by the London Committee, except Debenture 
 Stock deliverable to holders of Certificates of Deposit of said London Committee, 
 who, under the provisions of said Agreement, within thirty days after the first 
 publication of such notice, shall notify the Loudon Committee of their desire to with- 
 draw from said Agreement. The Reorganization Managers, pursuant to an arrange- 
 ment already made with the London Committee, will include, as part of the 
 expenses of the reorganization, the reasonable expenses, obligations and liabilities of 
 the London Committee heretofore or hereafter incurred, including their remuneration, 
 except the part thereof payable under said Agreement of the London Committee by any 
 holders of Certificates of Deposit who shall withdraw therefrom. 
 
 The New York Committee for Debenture Stock also has approved of the Plan 
 and at the suggestion of the Reorganization Managers has undertaken to terminate 
 its Agreement and to take such action thereunder as will enable holders of its certificates 
 of deposit to withdraw their deposited Debenture Stock and to deposit the same under 
 this Plan and Agreement. The Reorganization Managers, pursuant to an arrangement 
 already made with the said New York Committee, will accept as deposits under this 
 Plan and Agreement, in lieu of Debenture Stock, the certificates of deposit therefor 
 issued by the Bankers Trust Company as depositary of said New York Committee, 
 when exchangeable for such Debenture Stock ; and as part of the expenses of the 
 reorganization will include the reasonable expenses, obligations and liabilities of the 
 said New York Committee, including their remuneration, except the part thereof 
 payable under said Agreement of the said New York Committee by any holders of its 
 certificates of deposit who shall not deposit their certificates of deposit with the 
 Reorganization Managers hereunder. 
 
The New York Committee for Preferred Stock A, Preferred Stock B and Common 
 Stock also has approved of the Plan and at the suggestion of the Reorganization 
 Managers has undertaken to terminate its Agreement and to take such action there- 
 under as will enable holders of its certificates of deposit to withdraw their stock 
 deposited under said Agreement, and to deposit the same under this Plan and Agree- 
 ment. The Reorganization Managers, pursuant to an arrangement already made with 
 the said New York Committee, will accept as deposits under this Plan and Agreement, 
 in lieu of Preferred Stock A, or Preferred Stock B, or Common Stock, and upon the 
 terms and conditions of deposit of such stocks, respectively, the certificates of deposit 
 issued by the Guaranty Trust Company of New York, as depositary of said New York Com- 
 mittee, when exchangeable for such Preferred Stock A, or Preferred Stock B, or Common 
 Stock, respectively ; and as part of the expenses of the reorganization will include the 
 reasonable expenses, obligations and liabilities of said New York Committee, including 
 their remuneration, except the part thereof payable under said Agreement of said New 
 York Committee by any holders of its certificates of deposit who shall not deposit their 
 certificates of deposit with the Reorganization Managers hereunder. 
 
 CONDITIONS OF PARTICIPATION IN THB PI<AN OF REORGANI2JATION. 
 
 Participation under this Plan of Reorganization in any respect whatsoever by any 
 holders of Debenture Stock, or by the holders of any other stock of the Chicago 
 Great Western Railway Company, is dependent on the deposit of the certificates for 
 such Debenture Stock or other stocks with Messrs. J. P. Morgan & Co., 23 Wall Street, 
 New York, within the period limited therefor. The Plan embraces only the Debenture 
 Stock and other stocks so deposited. 
 
 No certificate for any stock of any class will be received on deposit unless in 
 negotiable form. 
 
 Depositors of the present Preferred Stock B must pay $15 in respect of each share 
 of such Preferred Stock B so deposited, and will be entitled to obtain from the Syndicate 
 hereinafter mentioned. Preferred Stock voting trust certificates of the New Company 
 when issued, equal at par to such payment, and also Common Stock voting trust 
 certificates of the New Company, when issued, to an aggregate amount at par equal to 
 60 per cent, of the par value of their present Preferred Stock B so deposited. 
 
 Depositors of the present Common Stock must pay $15 in respect of each share 
 of such Common Stock so deposited and will be entitled to obtain from the Syndicate, 
 hereinafter mentioned, Preferred Stock voting trust certificates of the New Company, 
 when issued, equal at par to such payment, and also Common Stock voting trust certifi- 
 cates of the New Company, when issued, to an aggregate amount at par equal to 40 per 
 cent, of the par value of their present Common Stock so deposited ; i. e., a deposit of 
 
 100 shares of Preferred Stock B, and payment of $1,500 in money, will entitle 
 the Depositor to voting trust certificates for 15 shares of Preferred Stock 
 and for 60 shares of Common Stock of the New Company ; 
 
loo shares of Common Stock, and payment of $1,500 in money, will entitle the 
 Depositor to voting trust certificates for 15 shares of Preferred Stock and 
 for 40 shares of Common Stock of the New Company. 
 
 These payments must be made at the oflSce of J. P. Morgan & Co., New York, 
 in three installments, to be at least thirty days apart, when and as called for by adver- 
 tisement in each instance at least twice a week for two weeks in two of the daily 
 newspapers of general circulation published in the City of New York. 
 
 All payments must be receipted for by the Reorganization Managers on the 
 Certificates of Deposit. 
 
 In case of failure to pay any installment on or before the date specified in such 
 a'dvertisement all rights of the Depositor in the deposited stock and in respect of any 
 installment theretofore paid ipso facto will pass to and will vest in the Reorganization 
 Managers and in the Syndicate, and any and all rights of the Depositor to further 
 participation forthwith will cease and determine. 
 
 Debenture Stock and Preferred Stock A are to be received without payment, as 
 stated in the Plan. 
 
 Under this Plan and Agreement, all references to slock of the New Company 
 to be delivered to depositors or to the Syndicate, shall be understood to mean voting 
 trust certificates in respect of such stock. 
 
 Pending their use for reorganization purposes, any stocks or securities deposited 
 hereunder or acquired by the Reorganization Managers may be delivered by them to 
 one or more trust companies, to be held subject to the order and control of the Reorgani- 
 zation Managers. 
 
 All securities so deposited under the Plan or so acquired are to be kept alive so 
 long as deemed necessary for the purpose of the reorganization or otherwise. 
 
PLAN OF REORGANIZATION. 
 
 NKW COMPANY. 
 
 A new Company will be formed under the laws of Illinois or some other state, to 
 purchase at or after j udicial sale the property of the existing Company, including the 
 stocks of the subsidiary companies. 
 
 NBW STOCKS AND BONDS. 
 
 The new Company is to authorize the following securities : 
 
 (i) First Mortgage Fifty-Year Four Per Cent. Gold Bonds, to bear interest 
 from September i, 1909. 
 
 According to its terms, to be prescribed by the Reorganization Managers, the 
 mortgage is to embrace all the right, title and interest of the new Company in and to 
 the railway properties and securities vested in it through the reorganization, and also 
 all other properties which hereafter shall be acquired by the New Company by the use 
 of any of these bonds. 
 
 {a) Such bonds to the aggregate amount of $28,000,000 shall be issuable upon 
 or presently after the completion of reorganization, for the purposes thereof, as stated 
 in this Plan. 
 
 {b) Additional bonds secured by said mortgage to such further aggregate amount 
 as shall be determined by the Reorganization Managers, shall be reserved exclusively 
 for the purposes of dealing with or of acquiring the First Mortgage Bonds hereinbefore 
 mentioned of the Mason City & Fort Dodge Railroad Company and of the Wisconsin, 
 Minnesota & Pacific Railroad Company, such acquisition to be made upon such terms 
 and conditions as from time to time shall be deemed proper by the Reorganization 
 Managers or by the Board of Directors of the new Company, under the provisions of 
 the mortgage. 
 
 [c) Additional bonds secured by said mortgage to such further amount as 
 shall be determined by the Reorganization Managers shall be reserved to be issued 
 from time to time in accordance with specific provisions and carefully guarded restric- 
 tions to be inserted in the mortgage, for the acquisition or construction of new 
 property, and for betterments and equipment of the New Company's system of lines 
 included in the mortgage. 
 
 (2) Four Per Cent. Preferred Stock to an aggregate amount of $^0,000,000, of 
 which $41,021,402 is to be used for the purposes of this Plan, and the remainder is to 
 be used as from time to time shall be determined by the Reorganization Managers or 
 by the Board of Directors of the New Company. 
 
In each fiscal year until June 30, 1914, the holders of the Preferred Stock 
 shall be entitled to non-cumulative dividends at the rate of four (4) per cent, per 
 annum ; and unless and until such dividends from time to time shall have been declared, 
 and the amount thereof paid or set aside for payment, no dividend shall be declared 
 in such fiscal year on any other stock of the Company. In and for each and every 
 fiscal year after June 30, 1914, the holders of the Preferred Stock shall be entitled 
 to cumulative dividends at the rate of four (4) per cent, per annum before any dividend 
 shall be declared on any other stock of the Company. 
 
 In no fiscal year after June 30, 1914, shall any dividend be declared on any 
 other stock unless or until the full cumulative dividends upon the Preferred Stock 
 at the rate of four per cent, per annum, for such year and for all years prior thereto, 
 but after June 30, 19 14, shall have been declared and the amount thereof paid or set 
 aside for payment. No dividend upon any stock other than the Preferred Stock shall 
 be declared or be paid at any time out of the net profits of any fiscal year preceding 
 July I, 1914, in which full dividends upon the Preferred Stock at the rate of four per 
 cent, per annum shall not have been declared and paid or provided for. 
 
 No dividend shall be payable on any stock except from undivided net profits 
 of the Company, as and when determined by the Board of Directors, nor unless 
 or until the Board shall declare dividends therefrom ; and no dividend shall be payable 
 on the Preferred Stock except as and to the amount herein provided. 
 
 In case of the dissolution or liquidation of the Company the holders of the 
 Preferred Stock shall be entitled to receive out of the assets of the Company the par 
 amount of their stock, and any accrued and unpaid dividends for any fiscal year 
 or years after June 30, 1914, before any payment shall be made upon any other 
 stock of the Company, but they shall not otherwise participate in any assets or proceeds 
 of liquidation. 
 
 The Common Stock shall be subject to the foregoing rights and preferences of 
 the holders of the Preferred Stock at any time outstanding. 
 
 If and when permitted by law, the new Company shall have the right at its 
 option at any time to redeem and cancel its Preferred Stock, by payment to the holders 
 of such stock of the par amount thereof, and any accrued and unpaid dividends for any 
 fiscal year or years after June 30, 1914. 
 
 (3) Common Stock to an aggregate amount of $46,000,000, of which $45,245,613 
 is to be used for the purposes of this Plan, and the remainder is to be used as from time 
 to time shall be determined by the Reorganization Managers or by the Board of 
 Directors of the New Company. 
 
 APPI^ICATION OF BONDS AND STOCKS IN REJORGANI^ATION. 
 
 As consideration for the cash to be furnished for the purposes of the Plan, and 
 for the property and securities to be conveyed or delivered to the new Company, or 
 which pursuant to the Plan the new Company shall acquire, it is contemplated that the 
 
8 
 
 New Company shall deliver its bonds and stocks, excepting the bonds to be reserved to 
 take up such of the existing securities as are not disturbed, and such final amounts of 
 bonds as shall be reserved for the future use of the new Company. 
 
 Thus provision will be made for requisite deliveries of the new securities 
 to depositors and subscribers under the Plan. 
 
 Bonds. 
 
 For Syndicate purchasing 
 
 for $24,892,274 cash, - $18,500,000 
 
 For Debenture Stock de- 
 positors - . _ 
 
 For Preferred Stock A de- 
 positors . _ - 
 Total, - 
 
 Preferred Stock 
 
 Voting-Trust 
 
 Certificates. 
 
 Common Stock 
 
 Voting-Trust 
 
 Certificates. 
 
 $10,136,604 
 30,884,798 
 
 $31,641,333 
 
 13,604,280 
 
 - $18,500, 000 $41,021,402 $45,245,613 
 
 BASIS OF PARTICIPATION AND SYNDICATE OFFlSR. 
 
 The basis of participation of Debenture Stock and Preferred Stock A, and the offer 
 made by the Syndicate to depositors of Preferred Stock B and of Common Stock, are as 
 follows : 
 
 Participating 
 
 Stocks. 
 
 Preferred Stock Voting- 
 Trust Certificates of 
 New Company. 
 
 Common Stock Voting-Trust 
 
 Certificates of New 
 
 Company. 
 
 Class 
 
 Amount 
 
 Per Cent. 
 
 Amount. 
 
 Per Cent. 
 
 Amount. 
 
 Debenture 
 
 $28,077,089 
 11,336,900 
 23,051,942 
 
 44,525,420 
 
 1 10 
 
 15 
 15 
 
 $30,884,798 
 
 3,457,791 
 6,678,813 
 
 120 
 60 
 
 40 
 
 
 Preferred A 
 
 *Pref erred B I.. 
 
 (Upon payment of $15 per share) j 
 
 fCommon " I . . 
 
 (Upou payment of $15 per share) j 
 
 $13,604,280 
 13,831,165 
 
 17,810,168 
 
 
 $106,991,351 
 
 $41,021,402 
 
 $45,245,613 
 
 EARNINGS AND FIXED CHARGES. 
 
 The purpose of the Plan is to effectuate a reorganization of the property, under 
 which (/) the fixed charges of the Company may be brought safely within the limits of its 
 probable earnings, and {2) ample provision may be made for future capital requirements. 
 
 In order to ascertain as accurately as practicable the requirements of the property 
 and its reasonable expectation of earnings, careful investigation and report has been 
 made by Mr. H. G. Burt, formerly President of the Union Pacific Railroad Company, 
 who is now one of the Receivers of the Chicago Great Western Railway property, and 
 actively engaged in its operation. Mr. Samuel M. Felton, late President of the Chicago 
 and Alton Railroad Company, also has made a careful examination of the property and 
 
 *Each 100 shares of Preferred Stock B pay $1,500 in money and receive on reorganization voting trust certifi- 
 cates in respect of 15 shares of new Preferred Stock and of 60 shares of new Common Stock. 
 
 t Each 100 shares of Common Stock pay |i,50O in money and receive on reorganization voting trust 
 certificates in respect of 15 shares of new Preferred Stock and of 40 shares of new Common Stock. 
 
has prepared a full report thereon. A copy of each of these reports is on file with the 
 Reorganization Managers at their New York oflSce, with Messrs. J. S. Morgan & Co., 
 22 Old Broad Street, London, and with the London and New York Committees, and is 
 open to the inspection of any intending depositor under the Plan. 
 
 Under the proposed Plan, the fixed charges of the new Company, including 
 rentals and interest on the $28,000,000 of four per cent, mortgage bonds which it is 
 contemplated may be issued for the purposes of the Plan (but not including interest on 
 bonds of subsidiary companies), will amount to about $1,980 per mile on the 818 miles 
 operated by the Chicago Great Western Railway proper. Of these $28,000,000 bonds, 
 it is proposed at present to sell $18,500,000, the balance to be sold only as the proceeds 
 may be required for additions and betterments to the property. As it will take probably 
 from two to three years to make the improvements suggested in the reports of Mr. Burt 
 and Mr. Felton, the full fixed charge will accrue not immediately, but only as the 
 improvements and additions to the property shall be actually completed with expected 
 corresponding increase of the earning power of the property. 
 
 The annual reports of the Company for the fiscal years of 1906 and 1907 state 
 
 the mileage earnings for the 818 miles for those years as follows : 
 
 Gross Earnings. Net Earnings. 
 
 Year. Per Mile. Per Mile. 
 
 1906, $10,202 $2,826 
 
 1907, 10,830 2,517 
 
 From these figures it would appear that under reasonably normal conditions of 
 business the new Company can earn the proposed fixed charges even without allowing 
 for the substantial increase in earnings anticipated by the reports of Mr. Burt and 
 Mr. Felton to result by reason of the proposed additions and improvements. 
 
 The year 1908 is not taken as a basis, because the abnormal business conditions 
 which, then prevailed in the United States, affected very unfavorably the results of the 
 Company's operations, in common with those of other railroad companies and such results 
 could not fairly be taken as a basis of estimates for future years. 
 
 Mr. Burt in his report states that it may be reasonably anticipated that upon 
 completion of the expenditures which he thinks could be made advantageously upon the 
 property, the net earnings of the system should reach $4,268,000 and that within a 
 year or two, after the improvements are in full operation, they should approach 
 $5,000,000. Mr. Felton anticipates results even more favorable. 
 
 Upon consummation of the reorganization as now proposed and after all the 
 $28,000,000 of four per cent, mortgage bonds now proposed to be issued, are out- 
 standing, the total fixed charges for rentals and interest, including interest on the 
 bonds of the subsidiary companies, would approximate $2,399,280. On the basis of 
 probable earnings stated by Mr. Burt and Mr. Felton there would remain a substantial 
 margin of net earnings above all charges. 
 
 In order to place the Company upon an equal footing with its competitors for 
 economical operation, Mr. Burt and Mr. Felton advise the expenditure of from 
 
lO 
 
 $15,000,000 to |i8,ooo,ooo within the next three years. Of this amount it is proposed at 
 once to provide approximately $10,000,000 out of the proceeds of the securities to be sold 
 to a Syndicate, as herein stated. The balance would be provided by sale of the new mort- 
 gage bonds, as funds are required, up to the amount of $28,000,000 of such bonds as 
 already stated. Specific provisions will be made in the new mortgage for the issuance of 
 further bonds under carefully guarded restrictions as the same may be required for future 
 betterments, equipment and additions to the property. Adequate capital resources will 
 thus be provided. 
 
 FINANCIAI,. 
 
 A Syndicate will be formed by the Reorganization Managers, as Bankers, under 
 an agreement of which the form, showing all its terms, is on file and open to inspection 
 at the oflBce of J. P. Morgan & Co., who will obtain the subscriptions thereto. The firm 
 of J. P. Morgan & Co., as well as members of the Committees hereinbefore mentioned, 
 will be subscribers to such agreement and participants in the Syndicate, and in respect 
 of such subscriptions all will be entitled to the same rights and benefits as any other 
 subscriber. 
 
 Under this Agreement, the Syndicate is to purchase from the Reorganization 
 Managers the following securities of the new Company: 
 
 $18,500,000 of the First Mortgage Fifty-Year Four Per Cent. Gold Bonds; 
 10,136,604 of the Preferred Stock voting trust certificates; and 
 31,641,333 of the Common Stock voting trust certificates; 
 
 and is to pa}- therefor the aggregate net price of $24,892,274 in cash, together with 
 any interest accrued upon the bonds when delivered. 
 
 The Syndicate will undertake to sell voting trust certificates in respect of shares 
 of such Preferred Stock and of such Common Stock to depositors of Preferred Stock B 
 and Common Stock of the present Company, at the rates hereinbefore specified 
 respectively. Thus the requisite deliveries to such purchasing depositors iinder the 
 Plan will be provided for. 
 
 The cash requirements of the property for the purposes of the reorganization, 
 the payment of outstanding debts (other than the mortgage bonds of the subsidiary com- 
 panies), and for provision for betterments, improvements and equipment, are as follows : 
 
 Notes and other obligations, with unpaid interest accrued and to 
 
 accrue, and expenses of receivership and reorganization, say, $15,000,000 
 
 Cost of rehabilitation, additional terminals, additional locomotive 
 terminals and shops, additional equipment, etc., immediately 
 to be provided, say, ........ 9,892,274 
 
 Total to be provided, say, $24,892,274 
 
 The compensation of J. P. Morgan & Co. for their services as Reorganization 
 Managers hereunder is fixed at $500,000 (included in above item of $15,000,000) 
 exclusive of their interest as participants in the Syndicate and of their expenses. 
 
II 
 
 VOTING TRUST. 
 
 All stock of the new Company (except such number of shares as may be neces- 
 sary to qualify directors) shall, for the period of five years after the organization of 
 the New Company, be vested in Messrs. J. Pierpont Morgan, George F. Baker and Robert 
 Fleming, as Voting Trustees, with power to fill vacancies and all other powers to be 
 stated in the Voting Trust Agreement whose terms will be prescribed by the Reorgani- 
 zation Managers. 
 
 Such Voting Trust Agreement shall provide that upon the written request of 
 the persons then registered as holders of voting-trust certificates in respect of a majority 
 of all the Preferred Stock then held by the Voting Trustees and in respect of Common 
 Stock to an amount sufficient, with such majority of such Preferred Stock, to constitute 
 a majority of all the stock, preferred and common, then held by such Voting 
 Trustees, the Voting Trust shall be terminated and the stocks then held by the Voting 
 Trustees shall be delivered to the holders of the voting-trust certificates issued in 
 respect thereof upon surrender of such voting-trust certificates. For the purposes of 
 this provision, no voting-trust certificates held by or for the benefit of the new Company 
 shall be counted. During the continuance of the Voting Trust, the directors of the 
 new Company shall be elected annually each for the term of one year. 
 
 Under this Plan and Agreement all references to stock of the new Company to 
 be delivered to depositors or to the Syndicate, shall be understood to mean voting-trust 
 certificates in respect of such stock. 
 
 RESTRICTIONS AS TO ADDITIONAI, MORTGAGE DEBT 
 AND PREFERRED STOCK. 
 
 Provision is to be made that no mortgage, other than that mentioned in the Plan 
 shall be placed upon the property to be acquired hereunder nor shall the amount of 
 the Preferred Stock authorized under this Plan be increased, except in each instance 
 after obtaining the consent, in writing, of the holders of a majority of the whole amount 
 of the Preferred Stock at the time outstanding, or the consent of the holders of a majority 
 of the amount of such Preferred Stock represented and voting at a meeting of stock- 
 holders called pursuant to notice indicating that the subject is to be voted upon. 
 
 Provision will be made so that during the continuance of the voting trust, the 
 consent in writing of holders of like amounts of voting trust certificates for Preferred 
 Stock shall likewise be necessary for the purposes indicated. 
 
 New York, June i, 1909. 
 
12 
 
 REORGANIZATION AGREEMENT. 
 
 ^n fil^tCCmCllt, made this first day of June, 1909, between 
 
 J. P. Morgan & Co. (a copartnership, hereinafter called the " Reorganization 
 Managers"), parties of the first part, and 
 
 All Such Holders of Four Per Cent. Debenture Stock, of Five Per Cent. 
 Preferred Stock A, of Four Per Cent. Preferred Stock B, or of Common Stock of 
 Chicago Great Western Railway Company (hereinafter called "Railway Company"), as 
 shall become parties to this agreement, parties of the second part. 
 
 It is agreed mutually by and between the respective parties hereto as follows: 
 
 First. A printed copy of this Agreement, signed by the Reorganization Managers, 
 shall be lodged with J. P. Morgan & Co., New York. The foregoing Plan is, and shall 
 be taken to be, a part of this Agreement, with the same efFect as though each and every 
 provision thereof had been embodied herein, and said Plan and this Agreement shall be 
 read as parts of one and the same paper; but no estimate, statement, explanation or 
 suggestion contained in the said Plan or this Agreement, or in any circular issued, or 
 which may hereafter be issued, is intended, or is to be accepted, as a representation or 
 warranty, or as a condition of deposit or assent under the Plan and Agreement, and no 
 defect or error shall release any deposit under the Plan and Agreement, or affect or 
 release any assent thereto, except by written consent of the Reorganization Managers. 
 
 Participation in the Plan in any respect whatsoever by holders of Debenture 
 Stock, or of Preferred Stock A, or of Preferred Stock B, or of Common Stock, of 
 the Railway Company, is dependent on the deposit of the certificates for such stocks, 
 respectively, with the Reorganization Managers within the period by them limited 
 therefor, and no stocks not so deposited will be embraced in the Plan. 
 
 The holders of Certificates of Deposit hereunder in respect of Debenture Stock, 
 and the holders of Certificates of Deposit hereunder in respect of Preferred Stock A, 
 are hereinafter called " Depositors." 
 
 The holders of Certificates of Deposit hereunder in respect of Preferred Stock B 
 and of Common Stock, all are hereinafter called " Purchasing Depositors." 
 
 The term "securities" whenever employed herein indicates and includes stocks 
 as well as bonds or other obligations. 
 
 In respect of all such deposited Debenture Stock and of all such deposited 
 Preferred Stock A, the holders of Certificates of Deposit, upon surrender of such receipts 
 or certificates, shall be entitled, upon completion of the reorganization, to receive voting 
 trust certificates in respect of capital stock of the new Company of the amounts and class, 
 respectively, specified in the said Plan, 
 
 In respect of all such deposited Preferred Stock B, and of all such deposited Com- 
 mon Stock, the holders of Certificates of Deposit thereof, upon compliance with all 
 
^3 
 
 of the conditions of the Plan and Agreement, shall be entitled to purchase, and, upon com- 
 pletion of the reorganization, to receive voting trust certificates in respect of capital stock 
 of the new Company upon the terms, to the extent and within the periods prescribed in 
 or under the Plan and Agreement. 
 
 All Depositors and all Purchasing Depositors, respectively, in all cases must 
 deposit their certificates for stock, with such transfers, assignments and powers of 
 attorney as may be required by the Reorganization Managers in order to vest in them, 
 and to enable them to transfer, the complete and absolute title to such stocks; and the 
 Depositors and Purchasing Depositors respectively agree at any time, on demand of the 
 Reorganization Managers, to execute any and all other transfers, assignments or writings 
 required for vesting the complete ownership of the bonds and stocks deposited here- 
 under in the Reorganization Managers, or their nominees. 
 
 All Depositors and all Purchasing Depositors shall be entitled to receive 
 certificates of deposit hereunder in form to be prescribed by the Reorganization 
 Managers, specifying the respective stocks deposited hereunder. 
 
 The holders of Certificates of Deposit hereunder shall be entitled (subject to any 
 provisions or conditions contained in such certificates) to the rights and benefits, and only 
 to the rights and benefits, specified in the Plan and Agreement as accruing to the 
 Depositors or Purchasing Depositors holders of stocks of the class represented by such 
 Certificates of Deposit respectively, or granted by the Reorganization Managers pur- 
 suant to the powers conferred upon them ; and thereafter the holder of any such 
 certificate, or of any certificate issued in lieu thereof, or in exchange therefor, shall 
 be subject to the Plan and Agreement, and shall be entitled to have and to exercise 
 the rights of the original Depositor or Purchasing Depositor tinder the certificate 
 issued to him in respect of the securities therein mentioned. 
 
 Such Certificates of Deposit, and the interests represented thereby, shall be 
 transferable but only subject to the terms and conditions of the Plan and Agreement, 
 and in such manner as the Reorganization Managers shall approve ; and, upon such 
 transfer, all rights of the Depositor or Purchasing Depositor in respect of the deposited 
 stock represented by such certificates, together with all installments paid by the 
 Purchasing Depositors of such stock, or their transferees, and all rights under the 
 Certificates of Deposit transferred, shall pass to the transferee ; and the transferees and 
 holders of such Certificates of Deposit shall for all purposes be substituted in place 
 of the prior holders, subject to this Agreement. All such transferees, as well as 
 the original holders of Certificates of Deposit, shall be embraced under the terra 
 " Depositors " or " Purchasing Depositors," whenever used herein. Each Certificate of 
 Deposit may be treated by the Reorganization Managers as a negotiable instrument, 
 and the holder for the time being may be deemed to be the absolute owner thereof, and 
 of all rights of the original Depositor or Purchasing Depositors of the stock in respect 
 of which the same was issued, and the Reorganization Managers shall not be affected 
 by any notice to the contrary. By accepting any such certificate, every recipient or 
 
14 
 
 holder thereof shall become thereby party to the Plan and Agreement with the same 
 force and effect as though an actual subscriber hereto. The term " Depositor," as 
 well as the term " Purchasing Depositor," whenever used herein, is intended, and shall 
 be construed, to include not only persons acting in their own right, but also trustees, 
 guardians, committees, agents and all persons acting in a representative or fiduciary 
 capacity, and those represented by or claiming under them, and partnerships, associa- 
 tions, joint-stock companies and corporations. No rights hereunder shall accrue in 
 respect of any securities hereinbefore mentioned unless, nor until, the same shall have 
 been subjected to the control of the Reorganization Managers, and to the operation of 
 the Plan and Agreement as herein provided. 
 
 The Reorganization Managers shall receive the deposited stocks, and may 
 deliver the same to any trust company in the city of New York, which shall hold the 
 same as a depositary subject to the order and control of the Reorganization Managers. 
 
 In their discretion, the Reorganization Managers may fix, or may limit, any 
 period or periods within which holders of stock, or of any class thereof, may deposit 
 their securities, and within which they may become parties to the Plan and Agreement, 
 and (subject to the provisions in that behalf stated in the Plan) the periods within 
 which must be paid the installments of cash payable by depositing holders of Preferred 
 Stock B and Common Stock as consideration for voting trust certificates in respect 
 of Preferred Stock and Common Stock of the new Company ; and, in their discretion, 
 either generally or in special instances, and on such terms and conditions as they 
 may see fit, they may extend or may renew any period or periods so fixed or limited. 
 
 Holders of securities not deposited within the periods respectively fixed or 
 limited therefor will not be entitled to deposit the same, or to become parties to this 
 Agreement, or to share in the benefits hereof, and shall acquire no rights hereunder, 
 except upon obtaining the express consent of the Reorganization Managers, who in 
 their absolute discretion, and upon such terms and conditions as they may see fit, may 
 withhold, or may give, such consent. 
 
 The several installments of cash, payable by Purchasing Depositors as provided 
 in the Plan and Agi-eement, must be paid to the Reorganization Managers for account 
 of the Syndicate, and must be receipted for by them on the respective Certificates of 
 Deposit issued for such stock. The moneys payable by the Syndicate under the Plan 
 may be used, at any time, by the Reorganization Managers for any of the purposes of 
 the Plan and Agreement. 
 
 The Purchasing Depositors agree that prompt payment of the several install- 
 ments of cash payable by them respectively on the terms of the Plan and Agree- 
 ment is an essential condition to their acquisition of voting trust certificates for stock 
 of the new Company by purchase from the Syndicate or otherwise under the Plan and 
 Agreement; and that any Purchasing Depositor who shall fail to make prompt 
 payment of any installment of cash payable as provided in the Plan, within any 
 periods fixed or limited by the Reorganization Managers for such payment, forth- 
 
IS 
 
 with and without further or other notice or action shall cease to have any rights, 
 or to be entitled to any benefits hereunder; and in every such case the deposited 
 Preferred Stock B and Common Stock shall be retained and used by the Reorganization 
 Managers for the purpose of carrying out the Plan, and unless so used or otherwise 
 disposed of, the ownership thereof shall vest in the new Company when organized, and 
 any cash paid as above provided prior to the date of such default, shall belong to and 
 be held or applied for account of the Syndicate. No such defaulting Purchasing 
 Depositor shall be entitled to the return of such stock or the repayment of such cash, 
 or to have any further interest or rights in respect thereof. However, in their discretion, 
 the Reorganization Managers, may waive any such default, and may accept payment of 
 overdue installments due from any Purchasing Depositor, at any time before final 
 settlement of accounts with the Syndicate ; also they may waive and may remit any 
 penalty prescribed either in the Plan or in pursuance thereof. 
 
 Also, whenever and upon such terms as they shall deem proper from time to 
 time, they may accept from any Depositor the surrender of any Certificate of Deposit 
 issued hereunder, and upon receipt thereof and in exchange therefor they may surrender 
 and deliver securities of the class and to the amount therein stated. 
 
 In their discretion, for the purpose of carrying out the Plan and Agreement, the 
 Reorganization Managers may call in for deposit any of the bonds of any or all of the sub- 
 sidiary companies mentioned in the Plan, and may cause any mortgage securing the same 
 to be foreclosed, and may cause to be issued in exchange for such bonds other similar 
 bonds having similar security, or the bonds of the new Company mentioned in the Plan. 
 
 Second. The Depositors and the Purchasing Depositors hereby irrevocably 
 request the Reorganization Managers to endeavor to carry into practical operation the 
 Plan and Agreement, in its entirety or in part, to such extent, and in such manner, and 
 with such additions, exceptions and modifications, as the Reorganization Managers shall 
 deem to be for the best interests of the Depositors and Purchasing Depositors. Each 
 and every Depositor and Purchasing Depositor, for himself, and not for any other, does 
 hereby sell, assign, transfer and set over to the Reorganization Managers as copartners, 
 and to the survivors and survivor of them, and to their successors, each and every 
 share of stock and the certificates therefor deposited hereunder; and every Depositor and 
 Purchasing Depositor hereby agrees that the Reorganization Managers shall be, and 
 hereby they are, vested with all the rights and powers of owners of the stock deposited 
 hereunder, and of any claims against or obligations of the Railway Company, acquired by 
 the Reorganization Managers in carrying out the Plan, including the right to transfer the 
 same into their own name, as a copartnership and as Reorganization Managers, or into the 
 name of any other person or persons whom they may select ; and (without limiting the fore- 
 going provision) it is hereby declared that the Reorganization Managers shall be fully 
 authorized to vote thereon at any meeting of stockholders or creditors ; to use every such 
 stock, bond, certificate, receipt, security or obligation as fully a,nd to the same extent as 
 
i6 
 
 the owner or holder thereof; to declare due the principal of any bond or other obligation 
 acquired as aforesaid hereunder, and to revoke any such declaration whenever made ; to 
 call or attend, and either in person or by proxy to vote at, any and all meetings of 
 stockholders or bondholders or creditors of any corporation, however convened; to 
 terminate, or to seek to dissolve or to modify, any trust, contract or lease, in whole or in 
 part; to apply for the determination of the validity thereof, or for the removal of any 
 trustees, or for the substitution of other trustees, or to take any other steps in respect of 
 any trust, contract or lease or under any provision thereof; at any time or times, and at 
 such prices as they shall deem proper, to purchase or to pay, compromise or settle, any 
 coupons, notes or other indebtedness or obligations of the Railway Company, or any of the 
 constituent, subordinate or allied companies mentioned in the Plan, or of any receiver's 
 certificates or obligations issued or which may be issued or incurred by the receiver 
 thereof ; and for that purpose to apply any moneys received from the sale of bonds or 
 voting trust certificates for stock in the new Company, or which otherwise may be received 
 or raised by the Reorganization Managers ; for any of the purposes of the Plan and Agree- 
 ment, to borrow money and to charge or to pledge any deposited stock or securities, prop- 
 erty purchased, or new securities to be issued, for the payment of an}' moneys borrowed ; 
 to give all bonds of indemnity or other bonds, and therewith to charge the securities 
 deposited hereunder or any part thereof; to institute, or to become parties to, any legal 
 proceeding ; to apply for receivers, or for the removal of receivers and the substitution of 
 other receivers, or for the termination of any receivership, and for the delivery of any 
 property to its owners ; in whole or in part, to settle any litigation now or at any time 
 existing or threatened, with plenary power to enter into arrangements for decrees, or for 
 facilitating or hastening the course of litigation, or in any way to promote the consum- 
 mation of the Plan; to do whatever, in the judgment of the Reorganization Managers, 
 may be expedient to promote or to procure the sale as an entirety, or the joint or 
 separate sales of any lands, properties or franchises herein concerned, wherever situated; 
 to adjourn any sale of any property or franchise, or of any portion or lot thereof; to bid, 
 or to refrain from bidding, at any sale, either public or private, either in separate lots or 
 as a whole, for any property or franchises, or any part thereof, whether or not owned, 
 controlled or covered by any deposited or acquired security, including or excluding any 
 particular rolling stock, or other property, real or personal, and, at, before or after any 
 sale, to arrange and agree for the resale of any portion of the property which they may 
 decide to sell rather than to retain ; to hold any property or franchises purchased by 
 them, either in their name or in the name of persons or corporations by them chosen for 
 the purposes of this Agreement, and to apply any security held by them hereunder in 
 satisfaction of any bid, or towards obtaining funds for the satisfaction thereof; and 
 the term "property and franchise" shall include any and all railroads, railroad and 
 other transportation lines, branches, leaseholds, lands, rights in lands, mining rights, 
 stocks, or other interests in corporations in which the Railway Company has any 
 interest of any kind whatever, direct or indirect. The amount to be bid or paid by the 
 
17 
 
 Reorgauization Managers for any property or franchises shall be absolutely discretionary 
 with them ; and, in case of the sale to others of any property or franchises, the Reor- 
 ganization Managers may receive out of the proceeds of such sale or otherwise any 
 dividend in any form accruing on any stock or securities held by them. 
 
 Third. The Reorganization Managers may procure the organization of one or 
 more new companies, or they may adopt or use any existing or future companies ; and 
 they may cause to be made consolidations, leases, sales or other arrangements of, by 
 or between any of the companies mentioned in the Plan, or of, by or with any other 
 companies ; they may make or cause to be made conveyances or transfers of any prop- 
 erties or securities acquired by them ; and they may take such other proceedings as 
 they may deem proper for the purpose of creating the new securities provided for in the 
 Plan and Agreement, and for carrying out all or any of the provisions thereof. The 
 Reorganization Managers also are authorized to receive and to dispose of, in accordance 
 with any of the provisions of the Plan and Agreement, the new securities and stocks 
 to be created, and they may vote upon all the stock of such new corporation, for all 
 purposes in their judgment necessary to carry out the Plan, until the same shall be 
 transferred to the Syndicate, the Voting Trustees, and the Depositors, respectively 
 entitled to receive the same. 
 
 Fourth. The Reorganization Managers may construe the Plan and Agreement, 
 and their construction thereof or action thereunder, in good faith, shall be final and 
 conclusive. They may supply any defect or omission, or may reconcile any inconsist- 
 encies, in such manner and to svich extent as shall be necessary to carry out the same 
 properly and effectively, and they shall be the sole judge of such necessity. They 
 shall be the sole and final judge as to when and whether the assent of enough stock- 
 holders of the Railway Company shall have been obtained to warrant them in declaring 
 the same or any part thereof operative, or in carrying the same or any part thereof into 
 effect ; and, whenever they shall deem proper, they shall have power to abandon, or 
 to alter or modify, or to depart from, the Plan or any part thereof. At any time or 
 times, after any such partial abandonment, they may restore to the Plan any abandoned 
 part or parts thereof, and they may seek to carry the same into effect as fully as if 
 such part or parts had not been abandoned. They also may attempt to carry the Plan 
 into effect rather than abandon or modify the same, even though it be manifest that as 
 carried out the Plan must depart from the original Plan or from some part thereof. 
 But in case of any intentional change or modification or departure from the Plan which, 
 in their judgment, shall materially affect any of the several classes of Depositors or 
 their mutual relations, a statement of such proposed change, modification or departure 
 shall be filed with J, P. Morgan & Co., New York, and copies thereof be delivered 
 or mailed to the Committees mentioned in the Plan, and notice of the fact of such 
 filing shall be given as hereafter provided in Article Thirteenth; and, within two weeks 
 after final publication, all holders of the outstanding Certificates for such particular 
 
i8 
 
 class or classes of stock affected thereby may surrender their respective Certificates 
 therefor, and may withdraw securities of such particular class or classes, or the proceeds 
 thereof, or the substitutes therefor then under the control of the Reorganization Man- 
 agers, to the amount indicated in such Certificates, provided, however, that in every case 
 of withdrawal or cancellation the Certificate Holders, severally and respectively, shall 
 make payment of their shares of the expenses of the Reorganization Managers as appor- 
 tioned by them. Every Depositor not so surrendering and withdrawing within such two 
 weeks after final publication shall be deemed to have assented to the proposed changes 
 or modifications, and whether or not otherwise objecting, shall be bound thereby as fully 
 and effectively as if he had actually assented thereto. Any changes or modifications 
 finally made by the Reorganization Managers shall be part of the Plan and Agreement ; 
 and all provisions and references concerning the Plan shall apply to the Plan so changed 
 or modified. In case the Reorganization Managers finally shall abandon the entire Plan, 
 the securities deposited hereunder or their proceeds, or any stocks, bonds, securities or 
 claims or representatives thereof then under the control of the Reorganization Managers, 
 shall be delivered to the several Depositors and Purchasing Depositors respectively in 
 amounts representing their respective interests, upon surrender of their respective Certifi- 
 cates, and upon payment of their shares of all disbursements and expenses of the 
 Reorganization Managers, as apportioned by them. In every case of withdrawal of 
 securities under this article, or of final abandonment of the entire Plan, the Reorganiza- 
 tion Managers shall apportion to the deposited securities of each class the share of such 
 disbursements and expenses in the opinion of the Reorganization Managers fairly 
 chargeable to the securities of that class, and any such apportionment made by the 
 Reorganization Managers shall be binding upon all depositors and purchasing depositors 
 and holders of certificates of deposit, and shall be a charge upon the deposited securities 
 and the proceeds thereof. The word "expenses" when used in this article, shall be 
 deemed to include any sums due to the Syndicate Subscribers in repayment of sums 
 theretofore paid by them under the Syndicate Agreement. 
 
 In any such case, any moneys paid by the Purchasing Depositors, or any coupons, 
 receiver's certificates or other obligations, claims or property acquired therewith, or the 
 proceeds thereof when received, remaining after deducting therefrom the share of the 
 disbursements and expenses incurred by the Reorganization Managers, and appor- 
 tioned to such Purchasing Depositors, shall be distributed or adjusted equitably 
 among the respective holders of Certificates of Deposit therefor. But the Reorganiza- 
 tion Managers shall not be liable for loss of any such money by them disbursed for the 
 purposes of this Agreement or for the depreciation in value of any property or security 
 by them acquired or received; and the Purchasing Depositors, or holders of such 
 Certificates of Deposit, shall have no claim for the repayment of any such moneys, 
 except to the extent of their shares (as apportioned by the Reorganization Managers) of 
 such moneys, or of their proceeds, remaining in the hands of the Reorganization Man- 
 agers after payment of such disbursements and expenses. 
 
19 
 
 Fifth. The Reorganization Managers may proceed under tlie Plan and 
 Agreement, or any part thereof, with or without judicial sale, and in case of judicial 
 sale they may exercise any power, either before or after sale. In every case all the 
 provisions of the Plan and Agreement shall apply equally to, and in respect of, any 
 physical properties embraced under the reorganization, and to and in respect of any 
 securities representing any such property, it being intended that for all purposes there- 
 under any such property, and any security representing such property, may be treated 
 or accepted by the Reorganization Managers as substantially identical. In case, in the 
 opinion of the Reorganization Managers, any separate plan shall become necessary or 
 expedient to effect the reorganization of any subordinate or other company, or for any 
 consolidation or arrangement with or for au}' sale, lease or purchase to or from any 
 other company or companies, the Reorganization Managers may promote, and may 
 participate in, any such reorganization or in any sixch arrangement, and may deposit 
 thereunder any securities thereby affected. 
 
 In case of any claim, lien or obligation (not herein fully provided for) affecting the 
 Railway Company, or any property or franchises thereof, from time to time the Reor- 
 ganization Managers may make such compromise in respect thereto, or such provision 
 therefor, as they may deem suitable, using therefor any securities not expressly required 
 for settlement with Depositors, or not expressly reserved for liens or obligations specified 
 in the Plan, but the total amount of new securities to be created as set forth in the Plan 
 shall not thereby be increased. 
 
 Any action contemplated in the Plan and Agreement may be performed before or 
 after reorganization, and any such action to be performed on or after reorganization 
 may be taken by the Reorganization Managers at any time when they shall deem the 
 reorganization advanced sufficiently to justify such course ; and as they may deem 
 necessary, the Reorganization Managers may defer the performance of any provision 
 of the Plan and Agreement, or may commit such performance to the new Company. 
 
 In their discretion also, they may set apart and hold in trust, or may place in 
 trust with any trust company, any part of the new securities to be issued, and any cash 
 which may be received from sales of new securities, or otherwise, as they may deem 
 judicious, for the purpose of securing the application thereof for any of the purposes of 
 the Plan and Agreement. 
 
 Sixth. From time to time, for the purpose of carrying the Plan and Agreement 
 into effect, or of obtaining assents thereto either generally or in specific instances, the 
 Reorganization Managers may make contracts with any person, syndicate or corporation, 
 or committee representing securities or stock of any class; and, in their discretion, either 
 generally or in specific instances, and upon such general or special terms or conditions 
 as they may deem proper, they may arrange to procure the deposit of securities or 
 stock of any class hereunder ; and by loan or guaranty, or by the sale of the new 
 securities to be created, or otherwise, on such terms, conditions and rates as the 
 
20 
 
 Reorganization Managers may deem proper, they may obtain any moneys required to 
 carry out the Plan and Agreement, including such sums as the Reorganization Managers 
 may deem expedient to provide for the uses of the new Company, including the purchase 
 of equipment or other property, and the provision of betterments ; and for the perform- 
 ance of any contract the Reorganization Managers may charge the deposited securities 
 and the new securities to be issued, and also may pledge the same for the payment of any 
 moneys borrowed with interest thereon, and for the performance of any other obligations 
 incurred under the powers herein conferred. The Reorganization Managers may employ 
 counsel, agents and all necessary assistance ; and they may incur any and all expenses 
 which, in their discretion, they may deem proper for carrying out or for attempting 
 to carry out this Agreement or any of the provisions thereof, including all expenses 
 in connection with the preparation of this Agreement, and the issue of Certificates, 
 all legal expenses, all expenses for advertising, printing and all other expenses in any 
 manner connected with this Agreement, or which they may deem expedient to incur in 
 undertaking to promote any of the purposes thereof. They shall be the sole j udges of the 
 propriety and the expediency of any arid all expenses, and of the amount thereof. They 
 may prescribe the form and terms of all securities, and of all instruments at any time to be 
 issued or executed. They may create and provide for all necessary trusts, and may 
 nominate and appoint trustees thereunder. At public or private sale, or otherwise, they 
 may dispose of any new securities left on their hands. In so disposing of any such 
 new securities left on their hands, they may use the same or the proceeds thereof for 
 the purpose of carrying out the reorganization, or in any other manner for, or to accrue 
 to, the benefit of the new Company, in such manner as they may deem expedient and 
 advisable. At the time of the creation of the new securities, or as soon thereafter 
 as may be, the Reorganization Managers may take such action (either by creating lesser 
 amounts of securities, or otherwise) aS they may deem necessary to guard against the 
 issue of such particular securities in any manner or to any extent inconsistent with 
 the purposes of the Plan. 
 
 Seventh. Messrs. J. P. Morgan & Co., as Reorganization Managers, shall act 
 as a copartnership, and in case of any change in said firm the successor firm of 
 J. P. Morgan & Co., as from time to time constituted, shall continue as Reorganization 
 Managers, with all the powers, rights and title vested in the Reorganization Managers 
 hereunder. Neither the Reorganization Managers, nor any Depositary of the Reorgan- 
 ization Managers, assume any personal responsibility for the execution of the Plan, or 
 of this Agreement, or any part of either, nor for the result of any steps taken or acts 
 done for the purposes thereof ; the Reorganization Managers, however, undertaking in 
 good faith to endeavor to execute the same. No member of the Reorganization Mana- 
 gers, nor any Depositary, shall be personally liable for any act or omission of any 
 agent or employee selected in good faith, nor for any error of judgment or mistake of 
 law, nor in any case except for his, its or their own individual willful malfeasance or 
 
21 
 
 neglect ; and neither any Depositary nor tlie Reorganization Managers shall be person- 
 ally liable for the acts or defaults of the other. The Reorganization Managers may act 
 through any committees or agents, and may delegate any authority, as well as discre- 
 tion, to any such committee or agent, and the members of such committee or such agents 
 may be allowed a reasonable compensation for their services hereunder ; and the Reor- 
 ganization Managers shall be entitled to compensation as provided in the Plan. Any 
 member of the Reorganization Managers, or any Depositary, without accountability in 
 respect thereof, may be or become pecuniarily interested in any contracts, property or 
 matters which this Agreement concerns, including participation in or under any syndi- 
 cate agreement, whether or not mentioned in the Plan ; and also the Reorganization 
 Managers may reimburse themselves for all moneys by them advanced to or on 
 account of the Railway Company, or for payment of interest on its obligations, or on 
 bonds or other obligation of its subsidiary companies. Any direction given by the Re- 
 organization Managers shall be full and suflScient authority for any action of any Depos- 
 itary or of any Trust Company, or of any other custodian or of any committee or agent. 
 
 Eighth. The Reorganization Managers may negotiate, and may contract, with 
 any companies or pei-sons, for the acquisition of additional equipment or other property 
 for use in the operation of the Railway Company's System, or for obtaining or for grant- 
 ing running powers, terminal facilities, exchanges of property, or any other convenience 
 which they may deem necessary or desirable to obtain or to grant, including arrange- 
 ments for consolidation, sale or lease ; and they may make contracts therefor binding 
 the new company ; and generally they may make, and may ratify, such purchases, 
 contracts, stipulations, or arrangements as in their opinion will operate directly or 
 indirectly to aid in the preservation, improvement, development or protection of any 
 property now constituting the Railway Company's system, or any property which the 
 Railway Company, or any subordinate company, shall have contracted to acquire ; or to 
 prevent or to avoid opposition to, or interference with, the successful execution hereof. 
 
 Ninth. The accounts of the Reorganization Managers shall be filed with the 
 Board of Directors of the new Company within one year after its organization shall have 
 been completed, unless a longer time be granted by the said Board. The accounts, 
 when approved by such Board of Directors, shall be final, binding and conclusive upon 
 all parties having any interest therein ; and upon such approval, whenever given, the 
 Reorganization Managers shall be discharged, and any liability shall cease. The accept- 
 ance of new securities by any Depositor or any Purchasing Depositor shall estop such 
 acceptor from questioning the conformity of such securities in any particular to any pro- 
 visions of the Plan ; and the acceptance of new securities by the holders of a majority in 
 amount of the Certificates of Deposit for any class of stock shall in each case respect- 
 ively estop all holders of Certificates of Deposit for stock of that class. 
 
 Tenth. The enumeration of specific powers hereby conferred shall not be con- 
 strued to limit or to restrict general powers herein conferred or intended so to be ; and 
 
it is distinctly declared tliat it is intended hereby to confer on the Reorganization 
 Managers, and hereby each Depositor and each Purchasing Depositor confers on the 
 Reorganization Managers, in respect of all securities or stock deposited or to be deposited 
 hereunder, and in all other respects, 2cay and all powers which the Reorganization 
 Managers may deem necessary or expedient in or towards carrying out or promoting 
 the purposes of the P^an and Agreement in any respect, even though any such power 
 be of a character not now contemplated ; and the Reorganization Managers may exercise 
 any and every such power as fully and effectively as if the same were herein distinctly 
 specified, and as often as, for any cause or reason, they may deem expedient. The 
 methods to be adopted for or towards carrying out this Agreement shall be entirely 
 discretionary with the Reorganization Managers. 
 
 Eleventh. All Receivers' certificates, coupons and claims purchased or other- 
 wise acquired under this Agreement, shall remain in full force and effect for all purposes, 
 and shall not be deemed to have been satisfied, released or discharged by any delivery 
 of new securities ; and no legal right or lien shall be deemed released or waived, but 
 said claims, aud any judgment upon any of such claims, including claims and judgments 
 for deficiencies, and all liens and equities, shall remain unimpaired, and may be enforced 
 by the Reorganization Managers or by the new Company or by any or other assign of 
 the Reorganization Managers, until paid or satisfied in full, or expressly released. 
 Neither the Reorganization Managers, nor any creditors of the Railway Company, 
 by executing this Agreement, or by becoming parties thereto, release, surrender 
 or waive any lien, right or claim in favor of any stockholders or any unsecured 
 creditors of such Company ; and all such liens, rights and claims shall vest unimpaired 
 in the Reorganization Managers, and in the new Company, or its assigns, severally and 
 respectively ; and any purchase or purchases by or in behalf of the Reorganization 
 Managers, or of the new Company, under any decree for the enforcement of any such 
 lien, right or claim, shall vest the property purchased in the Reorganization Managers, 
 or in the new Company, free from all interest or claim on the part of any such stock- 
 holders, creditors or other parties. No right is conferred, nor any trust, liability or 
 obligation (except the agreements herein contained in favor of the holders of Certificates 
 of Deposit) is created by the Plan and Agreement, or is assumed hereunder or 
 by or for any new Company in favor of any creditor, or of any holder of any 
 claim whatsoever against the Railway Company, nor in favor of any company now 
 existing, or to be formed hereafter (whether such claim be based on any bonds, 
 stocks, securities, lease, guaranty, notes, debts or otherwise), with respect to any securi- 
 ties deposited or held under this Agreement, or any moneys paid to, or received by the 
 Reorganization Managers or by any Depositary hereunder, or with respect to any prop- 
 erty acquired by purchase at any foreclosure sale, or with respect to any new securities 
 to be issued hereunder, or with respect to any other matter or thing. 
 
 Twelfth. All moneys paid under, or with reference to, the Plan and Agree- 
 ment shall be paid to the Reorganization Managers, who, as Bankers, shall hold such 
 
23 
 
 deposit thereof subject to check when required for any of the purposes of the Plan and 
 Agreement as may be most convenient, and as from time to time may be determined by 
 the Reorganization Managers, whose determination as to the propriety and purpose of 
 any such application shall be final, and nothing in the Plan shall be understood as 
 limiting or requiring the application of any specific moneys to any specific purposes. 
 Any obligation in the nature of floating debt or otherwise, against any company or 
 property embraced in the Plan, either as proposed or as carried out, or any securities 
 held as collateral for any such obligation, may be acquired or be extinguished, or be 
 held by the Reorganization Managers, at such times, in such manner and upon such 
 terms, as they may deem proper for the purposes of reorganization, but nothing in the 
 Plan and Agreement contained is intended to constitute, nor shall any provision hereof 
 or hereunder constitute, any liability or trust in favor or in respect of any such 
 obligation. 
 
 Thirteenth. All calls for the deposit of certificates for stock ; for the payment 
 to be made by Purchasing Depositors, or for the surrender of Certificates ; all notices 
 fixing or limiting any period for the deposit of stocks or for such payments, and all 
 other calls or notices hereunder, except when herein otherwise provided, shall be 
 inserted in the New York Sun and the New York Tribune^ or in any other two of the 
 daily newspapers of general circulation published in the City of New York, twice in 
 each week for two successive weeks, beginning on any day of the week. Any call or 
 notice whatsoever, when so published by the Reorganization Managers, shall be taken 
 and shall be considered as though personally served on all parties hereto, and upon all 
 parties bound hereby, as of the respective dates of insertion thereof, and such publica- 
 tion shall be the only notice required to be given under any provision of the Plan and 
 Agreement. 
 
 Fourteenth. Tlie Plan and this Agreement shall bind and benefit the several 
 parties, including the Depositors and Purchasing Depositors hereunder, and their and 
 each of their survivors, heirs, executors, administrators, successors and assigns. 
 
 In witness whereof, the Reorganization Managers have caused these presents 
 to be duly executed, and all other parties hereto have deposited securities hereunder. 
 
 3468a 
 
LD21A-50m-2,'71 
 (P200l8l0)476 — A-32