2791   
 WsA3 
 
 YF 02275 
 
THE WHEELING AND LAKE ERIE RAILROAD 
 
 COMPANY 
 
 l^lan anD ^Qvmmnt of iReorgani5ation 
 
 DATED SEPTEMBER 20, 1916 
 
 BYRNE. CUTCHEON 8e TAYLOR 
 HENRY W. DeFOREST 
 
 Counsel 
 
 KUHN, LOEB & CO. 
 BLAIR & CO. 
 
 Reorganization Managers 
 
 CENTRAL TRUST COMPANY OF NEW YORK 
 
 54 WALL STREET, NEW YORK CITY 
 
 Depositary 
 

 THE WHEELING AND LAKE ERIE RAILROAD COMPANY 
 
 Plan and Agreement of Reorganization 
 
 INTRODUCTORY STATEMENT. 
 (Not part of Plan or Agreement.) 
 
 The decree of foreclosure and sale of the properties of The Wheeling and Lake Erie 
 Railroad Company (hereinafter called the "Old Company") entered April 1, 1914, was 
 affirmed May 12, 1916, by the Circuit Court of Appeals for the Sixth Circuit. 
 
 By the decree it was adjudged that the Three- Year Five Per Cent. Gold Notes 
 (hereinafter called "Three- Year Notes") due August 1, 1908, of the Old Company were 
 valid, that the pledge of $12,000,000 of General Mortgage Bonds of the Old Company to 
 secure the notes was valid to the extent of the amount due upon the notes for principal 
 and interest and that the General Mortgage constituted a valid lien upon the property 
 of the Old Company. The amount due upon the notes on the date of the decree was 
 $10,523,333.33 and the interest at 5% to November 1, 1916, amounts to the further sum of 
 $1,359,263.89, making the total amount due on November 1, 1916, $11,882,597.22. Notice 
 of the sale of the properties on October 30, 1916, is now being published. 
 
 The annexed Plan has been formulated with the purpose of giving to the sharehold- 
 ers of the Old Company every opportunity of continuing their interest in the property, if 
 they desire to do so. In order to render this as little burdensome as possible, by reducing 
 the amount of cash to be contributed by the shareholders to the lowest figure practicable, 
 the holders of the Three- Year Notes (who have been forced by the protracted litigation to 
 retain their investment in the notes for the past eight years and besides to make further 
 large advances to improve, maintain and protect the property) have consented to accept 
 Prior Lien Stock at par for the amount due on the notes as established by the decree 
 and interest to November 1, 1916. The cash requirements of the Plan are thus reduced 
 to $9,984,708, which it is proposed to raise by the assessment of the shareholders of the 
 Old Company, giving them 6% Preferred Stock for the amount of the assessment and, 
 
 i 
 
 R^10088 
 
upon payment of sucli assessment, Common Stock of the New Company in respect of their 
 present holdings in the Old Company. 
 
 None of the three classes of stock of the Old Company is by its charter given any 
 preference over the other classes in assets and, therefore, the three classes are by the 
 Plan treated in substantially the same manner, the only difference in treatment being that 
 in recognition of their relative positions as to dividends, the First Preferred Stock is 
 given slightly more than the Second Preferred Stock and the Second Preferred Stock 
 slightly more than the Common Stock, in Common Stock of the New Company, thus in 
 effect reducing the cost of the Common Stock of the New Company in the order of the 
 priority of the three classes as to dividends. 
 
 Moreover, in order that each shareholder of the Old Company may retain his full 
 pro rata interest in the property, it is provided that shareholders of the Old Company 
 who pay the assessment shall have the right to purchase pro rata amounts of the Prior 
 Lien Stock at the same price as that at which it is taj^en by the holders of the Notes. 
 
 The Consolidated Mortgage of the Old Company is closed and no additional bonds can 
 be issued under that mortgage, except for refunding the $3,303,000 underlying bonds. In 
 order to provide for the future requirements of the New Company, it is proposed to 
 create a new Refunding Mortgage, which is to rank on a parity with the present Con- 
 solidated Mortgage to the extent that holders of bonds issued under the latter mort- 
 gage may consent thereto. In order to compensate such holders for the enlargement of 
 their mortgage, it is proposed that those assenting receive, dollar for dollar of face 
 value, 41/2% bonds, issued under the new Refunding Mortgage, in exchange for their 
 holdings of 4% bonds, issued under the Consolidated Mortgage, provided the holders of 
 an amount of the latter bonds, sufficient in the opinion of the Managers to justify the ex- 
 change, assent to the Plan. In addition to its lien on the property covered by the Con- 
 solidated Mortgage, it is intended that the new Refunding Mortgage shall, without tlie 
 issue of any bonds in respect thereof, be a lien upon additional property which has been 
 acquired at a cost as reported by the Receiver of more than $5,000,000. 
 
 Holders of unsecured claims against the Old Company are to receive in payment of 
 their claims $50 of Preferred Stock, and $50 of Common Stock of the New Company for 
 each $100 of such claims, as of November 1, 1916. 
 
 Notwithstanding that as reported by the Receiver more than $5,000,000 has been 
 spent on the property during the receivership, in addition to $2,019,000 raised by the sale 
 of Receiver's Equipment Certificates, the New Company will have outstanding upon the 
 completion of the reorganization, aside from the Receiver's Equipment Certificates and 
 an issue of $190,000 of other Receiver's Certificates, bonds of only the same amount, name- 
 ly, $15,000,000, as were outstanding in 1905 prior to the issue of the Three- Year Notes. AH 
 
 ii 
 
other securities (except the Equipment Sinking Fund Five Per Cent. Bonds, for which no 
 specific provision is made) and the cash furnished the property since 1905 are provided for 
 by the issue of junior securities entailing no fixed interest charge. The fixed interest- 
 bearing obligations, including Receiver's Certificates, will thus be reduced approximately 
 $17,950,000 and the annual fixed interest charges will be reduced from approximately 
 $1,745,000 to not more than approximately $835,000, and possibly less than that figure. 
 
 The net income for the year ended June 30, 1916, after deducting taxes, rentals and 
 hire of equipment was, as reported by the Eeceiver, $2,436,012. Included in the operat- 
 ing charges for the year is an item of $379,388.67 covering the residual value of cars re- 
 tired from service in previous years but not dismantled or disposed of until during the 
 last year, which item should therefore be considered as in reality a charge against the 
 earnings of previous years. 
 
 Every effort has been made to formulate a Plan which is fair and equitable to all 
 concerned, and which places the property in a strong position. It is to be hoped that it 
 may be promptly consummated and the property restored to the holders of its securities 
 and the lengthy receivership terminated. 
 
 Ill 
 
Plan 
 
 , L 
 
 PRESENT CAPITALIZATION. 
 
 Underlying Bonds: 
 
 Lake Erie Division First Mortgage Five Per Cent. 
 Gold Bonds, October, 1926 (hereinafter called 
 "Lake Erie Division Bonds"), principal $2,000,000.00 
 
 "WTieeling Division First Mortgage Five Per Cent. 
 Gold Bonds, July, 1928 (hereinafter called 
 "Wheeling Division Bonds"), principal 894,000.00 
 
 Extensions and Improvement Mortgage Five Per 
 Cent. Gold Bonds, February, 1930 (hereinafter 
 called "Extensions and Improvement Bonds"), 
 principal .„ ^ 409,000.00 
 
 First Consolidated Mortgage Four Per Cent. Gold 
 Bonds, September, 1949 (hereinafter called 
 "First Consolidated 4% Bonds"), principal 11,697,000.00 $15,000,000.00 
 
 Equipment Obligations : 
 
 Eeceiver's Equipment Certificates maturing 1917 
 
 to 1923, principal $1,312,000.00 
 
 Equipment Sinking Fund Five Per Cent. Gold 
 Bonds, principal 1,298,000.00 2,610,0D0.00 
 
 Demand Notes: 
 Secured by pledge of bonds of Adena Railroad Co. 
 and mortgages on real estate in Cleveland, prin- 
 cipal „.„ 755,000.00 
 
 Obligations fixed by decree of foreclosure: 
 Three-Year Five Per Cent. Gold Notes (hereinafter 
 called Three- Year Notes) : 
 
 Amount due April 1, 1914, the date of the de- 
 cree ;. $10,523,333.33 
 
 Interest to November 1, 1916 1,359,263.89 11,882,597.22 
 
 Receiver's Certificates, principal 6,859,850100 
 
 Receiver's Mortgage, principal 3,609.00 
 
Capital Stock: 
 
 First Preferred $4,986,900.00 
 
 Second Preferred 11,993,500.00 
 
 Common 20,000,000.00 36,980,400.00 
 
 Total fixed capitalization $74,091,456.22 
 
 In addition to the fixed capitalization there are unsecured claims ag- 
 gregating, with interest, approximately „ 720,500.00 
 
 Annual interest charges (including interest on receiver's certifi- ; 
 
 cates, but excluding interest on unsecured claims) approximately... 1,744,950.00 
 
 II. 
 
 CASH EEQUIREMENTS. 
 
 The amount of cash estimated to be required to carry out the Plan 
 is approximately ;. $9,984,708.00 
 
 To be applied by the Managers or in their discretion, as to any part, 
 turned over to the New Company to be applied by it to the fol- 
 lowing and such further or substitute purposes and uses as may 
 be determined by the Managers or the New Company; 
 
 To pay Receiver's Certificates (exclusive of $190,000 
 thereof maturing 1926) and Eeceiver's mortgage, 
 principal _ $6,673,459.00 
 
 To pay demand notes secured by bonds of Adena 
 Eailroad Co. and real estate in Cleveland, principal 755,000.00 
 
 To pay other claims against and liabilities of the Ee- 
 ceiver, to provide working capital for the New 
 Company and to pay interest, expenses of fore- 
 closure and sale and of reorganization (including 
 compensation and allowances, counsel fees, court 
 costs, services of engineering, accounting and other 
 experts, etc.) and other incorporation and reorgan- • 
 ization disbursements and miscellaneous require- 
 ments 2,556,249.00 $9,984,708,00 
 
 III. 
 
 PEOVISION FOE CASH EEQUIEEMENTS. 
 
 The cash required as aforesaid for the purposes of the Plan is to be raised by the 
 payment as hereinafter provided by the stockholders of the Old Company of $27 for 
 each share of stock, whether first preferred, second preferred or common, of the Old Com- 
 
pany held by them respectively, which payments, so far as not made by the stockholders 
 of the Old Company, are to be made by the Syndicate to be formed by the Managers as 
 bankers as hereinafter stated. 
 
 IV. 
 
 SECURITIES TO REMAIN UNDISTURBED IN THE REORGANIZATION. 
 The following underlying bonds and equipment obligations will remain undisturbed 
 in the reorganization : 
 
 Lake Erie Division Bonds -~ $2,000,000 
 
 Wheeling Division Bonds..- -. ~ - 894,000 
 
 Extensions and Improvement Bonds _ 409,000 
 
 Receiver's Equipment Certificates maturing 1917 to 1923 1,312,000 
 
 Receiver's Certificates maturing 1926 _ 190,000 
 
 Total $4,805,000 
 
 plus the amount of First Consolidated 4% Bonds whose holders 
 shall not become parties to the Plan and accept 41/0% bonds of 
 the New Company in exchange for their First Consolidated 4% 
 Bonds as permitted by the Plan and plus also the Equipment Sink- 
 ing Fund Five Per Cent. Gold Bonds ( principal amount outstand- 
 ing $1,298,000) if and to the extent that they shall be left undis- 
 turbed in the discretion of the Managers as provided in the Plan. 
 
 NEW COMPANY. 
 
 The Reorganization will be effected through the agency of a new corporation (here- 
 in called the "New Company") to be organized under the laws of Ohio or of some other 
 State with such corporate name as the Managers may determine. It will (provided the 
 Managers shall be able to purchase or arrange for the purchase of the same at a price 
 which in their uncontrolled discretion they shall deem proper) be vested with title to 
 all the railroads, franchises, rights and other jiroperty owned by The Wheeling and 
 Lake Erie Railroad Company (herein called the "Old Company"), with such excep- 
 tions and additions, however, as the Managers shall in their absolute discretion deter- 
 mine to be advisable. It will authorize and issue the new securities provided for in the 
 Plan. 
 
 VI. 
 
 NEW SECURITIES. 
 
 The new securities to be authorized and issued by the New Company are: 
 
 1. — Refunding Mortgage Gold Bonds, authorized issue $50,000,000 
 
 to be secured by a mortgage which it is intended shall be a direct 
 lien upon all the railroads, franchises, rights and other property ae- 
 
quired by the New Company in the reorganization (which will include 
 not only all the property covered by the mortgage securing the First 
 Consolidated 4% Bonds, but also additional property) and upon all 
 extensions, additions and improvements thereof and thereto and 
 all other properties thereafter constructed or acquired by the New 
 Company with such bonds or the proceeds thereof. There 
 will also be pledged under the mortgage, free from any prior 
 lien, all First Consolidated 4% Bonds that become subject to the 
 Plan, and all such bonds that shall, after the completion of the re- 
 organization, be acquired by the New Company. The mortgage of 
 the New Company will provide that when all of the First Consoli- 
 dated 4% Bonds shall have been pledged thereunder the mortgage 
 securing the First Consolidated 4% Bonds shall be satisfied and dis- 
 charged. 
 
 For the purposes of the Plan there will be presently issued, in 
 exchange for such First Consolidated 4% Bonds as become 
 subject to the Plan, Refunding Mortgage Gold Bonds to be 
 dated September 1, 1916, to be payable September 1, 1966, 
 to bear interest at the rate of 4i/2% per annum, payable 
 March 1 and September 1 in each year and to be redeem- 
 able on any interest payment date at 1021/2% of the prin- 
 cipal amount thereof and accrued interest after published 
 
 notice, not exceeding in principal amount $11,697,000 
 
 any of said bonds not so issued to be reserved to be is- 
 sued by the New Company as hereinafter stated. 
 
 The Refunding Mortgage Gold Bonds, except such amount 
 thereof as shall be issued for the purposes of the Plan in ex- 
 change for First Consolidated 4% Bonds as aforesaid, are 
 to be payable September 1, 1966, to bear interest at a rate 
 or rates not in any instance exceeding 6% per annum, and 
 to be redeemable on any interest payment date — the rates 
 of interest, semi-annual interest payment dates and redemp- 
 tion prices to be fixed by the Board of Directors of the New 
 Company from time to time as bonds shall be issued. Of 
 such bonds there shall be : 
 
 Reserved to be issued under restrictions to be stated in 
 the mortgage to pay, refund or otherwise acquire the Lake 
 Erie Division Bonds, the Wheeling Division Bonds and the Ex- 
 tensions and Improvement Bonds 3,303,000 
 
 and in addition an amount thereof equal to the amount of 
 First Consolidated 4% Bonds, whose holders shall not become 
 parties to the Plan, to pay, refund or otherwise acquire such 
 First Consolidated 4% Bonds, any thereof not issued for the 
 purposes aforesaid to be added to the amount thereof re- 
 served to be issued as below mentioned. 
 
 Reserved to be issued under restrictions to be stated in 
 the mortgage for and against additions, betterments and ex- 
 tensions to and of the properties owned by the New Com- 
 
pany and covered by the mortgage and the acquisition of new 
 property from time to time and to aid in refunding the above- 
 mentioned bonds and to pay, refund or otherwise acquire 
 Equipment Obligations of the Receiver or of the Old Com- 
 pany - -..._ - 35,000,000 $50,000,000 
 
 2.— Prior Uen Stock - $11,882,600 
 
 all whereof shall be presently issued for the purposes of the Plan. 
 
 The prior lien stock shall be entitled to cumulative dividends from 
 November 1, 1916, at the rate of, but not exceeding, 7% per an- 
 num, payable quarterly, shall be entitled to priority over the preferred 
 stock and the common stock both as to dividends and in liquidation, 
 and, so far as legally practicable, shall be redeemable on 
 any dividend payment date on or after November 1, 1919, at 
 $115 per share and accrued and unpaid dividends and shall be 
 convertible at any time after November 1, 1919, into common stock of 
 the New Company at the rate of dollar for dollar of par value with 
 an adjustment of dividends. The holders of the prior lien stock 
 shall have the right (to be reserved in the charter or articles of in- 
 corporation of the New Company) to elect for a period of five years 
 after the incorporation of the New Company a majority of the direc- 
 tors of the New Company to be elected at any meeting of the stock- 
 holders and also to elect a majority of the directors to be elected at 
 any such meeting thereafter, whenever and as often as the New Com- 
 pany shall have failed to pay the full dividend on the prior lien stock 
 for five consecutive years ended on the quarterly dividend date next 
 preceding such meeting ; otherwise the prior lien stock, the preferred 
 stock and the common stock shall have proportionately equal voting 
 rights for all purposes. 
 
 3. — Preferred Stock — 
 
 whereof there shall be presently issued for the purposes of the Plan... $10,344,958 
 and authorized to be issued, upon the redemption of the prior lien 
 stock, as aforesaid, but not otherwise, an additional amount thereof 
 on account of the prior lien stock so redeemed. 
 The preferred stock shall be entitled to non-cumulative dividends from 
 November 1, 1916, at the rate of 6% per annum, shall be preferred 
 over the common stock both as to dividends and in liquidation, and, ^ 
 
 so far as legally practicable, shall be redeemable on any dividend 
 date on or after November 1, 1919, at $105 per share and the divi- 
 dends declared and unpaid thereon for the then current year, and 
 shall be convertible at any time after November 1, 1919, into common 
 stock at the rate of dollar for dollar of par value with an adjustment 
 of dividends. 
 
 4. — Common Stock — 
 
 whereof there shall be presently issued for the purposes of the Plan... $33,641,300 
 and authorized to be issued an amount thereof sufiicient for the con- 
 version of the prior lien stock and the preferred stock as aforesaid. 
 
If for any reason it shall be impracticable to issue the full amounts of stock 
 above mentioned, the necessary reduction will be effected by diminishing the amount of 
 common stock to be issued, and in such event the amount of such common stock deliv- 
 erable to the depositors of stock of and unsecured claims against the Old Company pursu- 
 ant to the Plan will be reduced in proportion to the reduction in the amount of such com- 
 mon stock to be issued. 
 
 VII. 
 DISTRIBUTION OF NEW SECURITIES. 
 Refunding Mortgage Gold Bonds: 
 
 To holders of First Consolidated 4% Bonds of the Old Company upon the 
 surrender of their bonds with the March 1, 1917, and all subsequent 
 coupons thereto annexed, $1,000 principal amount of Refunding Mort- 
 gage Gold Bonds, 4i/2%, of the New Company for each $1,000 of said 
 First Consolidated 4% Bonds, not to exceed „ $11,697,000 
 
 Prior Lien Stock: 
 
 To holders of Three- Year Notes of the Old Company upon the sur- 
 render of their notes with the August 1, 1908, coupons thereto annexed, 
 in payment of the amount due thereon as per the decree of foreclosure 
 and sale and interest to November 1, 1916 11,882,600 
 
 Preferred Stock: 
 
 To holders of the first preferred stock of the Old Company upon pay- 
 ment of $27 for each share of such first preferred stock held by them 
 and the surrender of their stock, preferred stock of the New Company 
 equal at par to such payment 1,346,463 
 
 To holders of the second preferred stock of the Old Company upon pay- 
 ment of $27 for each share of such second preferred stock held by 
 them and the surrender of their stock, preferred stock of the New 
 Company equal at par to such payment 3,238,245 
 
 To holders of common stock of the Old Company, upon payment of $27 
 for each share of such common stock held by them and the surrender 
 of their stock, preferred stock of the New Company equal at par to 
 such payment 5,400,000 
 
 To holders of unsecured claims against the Old Company, $50 of preferred 
 stock of the New Company for each $100 of their claims as of November 
 1, 1916, estimated _ 360,250 
 
 Common Stock: 
 
 To holders of first preferred stock of the Old Company upon making pay- 
 ment and surrendering their stock as aforesaid, $100 of common stock 
 of the New Company for each $100 of such first preferred stock held by 
 them „ 4,986,900 
 
 To holders of second preferred stock of the Old Company upon making pay- 
 ment and surrendering their stock as aforesaid, $90 of common stock 
 of the New Company for each $100 of such second preferred stock held 
 by them : _ 10,794,150 
 
 To holders of common stock of the Old Company upon making payment 
 and surrendering their stock as aforesaid, $87.50 of common stock of 
 the New Company for each $100 of such common stock held by them 17,500,000 
 
To holders of unsecured claims against the Old Company, $50 of common 
 stock of the New Company for each $100 of their claims as of November 
 1, 1916, estimated _„ _. _ 360,250 
 
 Stock scrip will be issued for fractional shares deliverable under the Plan as afore- 
 said. 
 
 The manner in which it is intended the new securities shall be distributed is sub- 
 stantially as shown in the following table : 
 
 -EXISTING securities- 
 
 Refunding Mortgage Prior L,ien 
 ^— Gold Bonds, 4>i%—^ , Stock 
 
 -NEW SECURITIES- 
 
 -Preferred Stock- 
 
 -CoMMON Stock- 
 
 Name AND Amount of Pay- 
 ments Required 
 
 First Consolidated 4% 
 Bonds 
 
 Three- Year Notes 
 
 First Preferred Stock on 
 
 payment of $27 per share.- 
 Second Preferred Stock on 
 
 payment of $27 per share- 
 Common Stock on payment 
 
 of $27 per share. 
 
 Unsecured Claims, estimated 
 
 Amount 
 
 $11,697,000 
 11,882,600 
 
 4,986,900 
 
 11,993,500 
 
 20,000,000 
 720,500 
 
 Per 
 
 Cent 
 
 100 
 
 Amount 
 
 $11,697,000 
 
 Per 
 Cent 
 
 100 
 
 Amount 
 
 $11,882,600 
 
 Per 
 Cent 
 
 27 
 
 27 
 
 27 
 50 
 
 Amount 
 
 $1,346,463 
 
 3,238,245 
 
 5,400,000 
 360,250 
 
 Per 
 Cent 
 
 100 
 90 
 
 87K 
 50 
 
 Amount 
 
 $4,986,900 
 
 10,794,150 
 
 17,500,000 
 360,250 
 
 $61,280,500 $11,697,000 $11,882,600 $10,344,958 
 
 $33,641,300 
 
 Any cash or securities not required to be used for the purposes of the Plan will be 
 paid over and delivered to the New Company. 
 
 vni. 
 
 EQUIPMENT SINKING FUND FIVE PER CENT. GOLD BONDS. 
 
 No specific provision has been made in the Plan for the Equipment Sinking Fund 
 Five Per Cent. Gold Bonds of the Old Company, but the Managers shall have full power 
 and authority to deal with said bonds and to adjust the claims of the owners thereof 
 either by the payment of cash, or, with or without any cash payment, by leaving said 
 bonds or any part thereof undisturbed in the reorganization or by the issue of new 
 equipment obligations secured by the equipment title whereto is reserved to secure the 
 payment of said bonds or by the issue of other obligations or by surrendering such 
 equipment, as the Managers in their absolute discretion may deem advisable ; and for such 
 purpose the Managers may use any part of the cash provided for the cash requirements 
 of the Plan as aforesaid. 
 
8 
 
 IX. 
 
 TERMS AND CONDITIONS OF PAYMENT BY DEPOSITORS OF STOCK. 
 
 When the Plan shall have been declared operative, the Managers will give to deposi- 
 tors of stock of the Old Company notice of the date on or before which the payments re- 
 quired of them on account of the cash requirements of the Plan must be made. Such 
 notice shall be given by publication thereof once a week for two successive weeks in The 
 New York Times and The Sun, newspapers regularly published and issued in the Bor- 
 ough of Manhattan, City of New York, the first publication of such notice to be not 
 less than fifteen days nor more than twenty days prior to the date on or before which 
 such payment is required to be made. Such payments will be receipted for by the 
 Depositary by endorsement on the certificates of deposit representing the stock in re- 
 spect whereof payments are made. 
 
 Any depositor of such stock who shall make default in any payment required of 
 him as aforesaid shall, unless the Managers shall otherwise determine in any particu- 
 lar instance or instances, forfeit any sums theretofore paid by him and his right to 
 any shares of stock of the New Company and any and every other right and benefit to 
 which he would otherwise be entitled under the Plan all whereof, except the right to sub- 
 scribe for and purchase prior lien stock as hereinafter provided, will pass to and vest in 
 the Syndicate. 
 
 X. 
 RIGHTS OF ASSENTING STOCKHOLDERS TO SUBSCRIBE FOR PRIOR LIEN 
 
 STOCK. 
 Depositors of stock of the Old Company, upon payment in full of the sums required to 
 be paid by them as aforesaid on account of the cash requirements of the Plan, shall have 
 the right, to be exercised at the time of such payment in full, to subscribe for and pur- 
 chase at par and accrued dividends $32.13 par value of the prior lien stock of the New Com- 
 pany for each share of stock of the Old Company represented by their certificates of deposit 
 respectively. Depositors of stock who elect to subscribe for and purchase such prior lien 
 stock at the price aforesaid must, upon making payment of the balance of the sums re- 
 quired to be paid by them on account of such cash requirements, as aforesaid, also pay 
 $10 for each share of such prior lien stock subscribed for by them, surrender their orig- 
 inal certificates of deposit and receive in lieu thereof new certificates evidencing such 
 payments and their right to receive, in addition to the other benefits to which they may be 
 entitled under the Plan, $32.13 par value of the prior lien stock of the New Com- 
 pany for each share of stock represented by the surrendered certificates of deposit, 
 upon making payment of the balance of the purchase price thereof, when and as called 
 for by the Managers. The Managers will give notice of the date on or before which 
 depositors who have subscribed for such prior lien stock must make payment of the 
 balance of their subscriptions therefor by publication thereof once a week for two suc- 
 cessive weeks in The New York Times and in The Sun, newspapers regularly pub- 
 lished and issued in the Borough of Manhattan, City of New York, the first publication 
 
of which notice shall be not less than fifteen days nor more than twenty days prior to 
 the date on or before which such payments are required to be made. Any depositor who 
 shall fail to make such payment of such balance on or before the date mentioned in such 
 notice shall forfeit all payments theretofore made by him on his subscription for such 
 prior lien stock and also his right to recey^e the prior lien stock subscribed for by him 
 (but no other right or benefit under the Plan), unless the Managers shall, in their 
 absolute discretion, extend the time for such payment, upon such terms and conditions 
 as they may in any particular instance or instances fix. 
 
 Any cash received on account of subscriptions for the prior lien stock as aforesaid 
 will be paid over and distributed to and among the depositors of the Three- Year Notes 
 in proportion to their respective interests and the amount of prior lien stock delivered 
 to subscriliers therefor as aforesaid will be deducted proportionately from the amount 
 thereof deliverable to such depositors of such notes as aforesaid. 
 
 XI. 
 
 NON-ASSENTING SECURITY HOLDERS. 
 
 Stockholders, who do not assent to the Plan and make in full the payments required 
 of them, and holders of unsecured claims, who do not assent to the Plan, will not be en- 
 titled to participate in the Plan or the benefits thereof to any extent whatsoever and will 
 receive only their respective pro rata shares of any balance of the proceeds of the fore- 
 closure sale of the properties of the Old Company which may remain after the dis- 
 charge of the obligations and liabilities entitled to prior payment under the terms of 
 the foreclosure decree and orders of court. 
 
 xn. 
 
 CAPITALIZATION AND FIXED CHARGES 
 
 Before and presently after Reorganization. 
 Capitalization: 
 
 Total capitalization (including receiver's certificates and unsecured 
 claims) prior to reorganization (see psiges 1 and 2) $74,811,956.22 
 
 Total capitalization presently after reorganization : 
 
 Bonds $15,000,000.00 
 
 Receiver 's Equipment Obligations _ „ „. 1,312,000.00 
 
 Receiver's Certificates maturing 1926 190,000.00 
 
 Prior Lien Stock _ 11,882,600.00 
 
 Preferred Stock „ 10,344,958.00 
 
 Common Stock 33,641,300.00 72,370,858.00 
 
 Decrease in Reorganization $2,441,098.22 
 
10 
 
 Fixed Charges: 
 
 Total annual interest charges (including interest on receiver's cer- 
 tificates, but excluding interest on unsecured claims) prior to reor- 
 ganization (see page 2), approximately $1,744,950.00 
 
 Total annual interest charges presently after reorganization (excluding 
 interest on the Equipment Sinking Fund Five Per Cent. Gold Bonds 
 amounting to $64,900 per annum) assuming that all First Consoli- 
 dated 4% Bonds are exchanged for new bonds ; otherwise less than... 768,515.00 
 
 Decrease in Reorganization, approximately $976,435.00 
 
 The amount of the capitalization presently after reorganization, as above stated, will 
 be increased and the amount of the decrease of capitalization in reorganization, as above 
 stated, will be diminished by the amount of the Equipment Sinking Fund Five Per Cent. 
 Gold Bonds, if any, left undisturbed in the reorganization and by the amount of new 
 securities, if any, which shall be issued in the discretion of the Managers on account of 
 or in exchange or substitution for any of such bonds, and the amount of the annual interest 
 charges presently after reorganization, as above stated, will be increased and the amount 
 of the decrease of annual interest charges in reorganization, as above stated, will be dimin- 
 ished by the amount of the interest charges on the Equipment Sinking Fund Five Per 
 Cent. Gold Bonds, if any, left undisturbed and of the interest charges on the new securi- 
 ties so issued in exchange or substitution for any of such bonds. 
 
 The reorganization will effect a reduction in fixed interest-bearing obligations (in- 
 cluding Eeceiver's Certificates) of approximately $17,950,000 and will, in addition, sup- 
 ply the New Company with new money for its corporate purposes. 
 
 XIII. 
 
 REORGANIZATION MANAGERS. DEPOSITARY. 
 
 The holders of the Three-Year Notes have adopted the Plan. Messrs. Kuhn, Loeb 
 & Co. and Blair & Co. have approved the Plan and have agreed to act as Reorganiza- 
 tion Managers (herein called "Managers") thereunder. The Managers will act as firms 
 and any successors to said firms shall be the Managers. 
 
 A syndicate (herein called the "Syndicate") has been formed by the Managers as 
 bankers, to underwrite the cash requirements of the Plan as stated therein. The Man- 
 agers are the managers of the Syndicate. 
 
 Central Trust Company of New York has been appointed Depositary under the 
 Plan. It shall upon the request of the Managers appoint such agents as the Managers 
 deem advisable. 
 
 Compensation for their services will be paid as expenses of the Reorganization to 
 the Depositary and to the Syndicate and to the Managers for their services as Reor- 
 ganization Managers and as Syndicate Managers. 
 
11 
 
 XIV. 
 
 METHOD AND TERMS OF PARTICIPATION. 
 
 The holders of the Three- Year Notes having adopted the Plan and having deposited 
 their notes with the Managers thereunder, all the holders of such notes shall be irrevoc- 
 ably bound and concluded by the Plan and Agreement of Reorganization without the issue 
 of any certificates of deposit therefor. 
 
 Holders of First Consolidated 4% Bonds of the Old Company desiring to participate 
 in the Plan must deposit their bonds with all coupons maturing on and after March 1, 
 1917, in form transferable by delivery, with the Depositary on or before October 25, 
 1916, receiving therefor certificates of deposit in form to be approved by the Managers, 
 and the holders of such certificates of deposit shall be irrevocably bound and concluded 
 by the Plan and Agreement of Reorganization. 
 
 Any interest payable in respect of deposited First Consolidated 4% Bonds, if and 
 when received by the Managers, will be paid over, with a proper adjustment, to the hold- 
 ers of certificates of deposit representing such bonds. 
 
 Stockholders of the Old Company desiring to participate in the Plan must deposit 
 their certificates of stock, in form transferable by delivery and duly stamped for trans- 
 fer, with the Depositary on or before October 25, 1916, receiving therefor certificates 
 of deposit in form to be approved by the Managers, and the holders of such certificates 
 of deposit shall be irrevocably bound and concluded by the Plan and Agreement of Reor- 
 ganization. 
 
 Depositors of stock (whether first preferred, second preferred or common) of the 
 Old Company must pay to the Depositary for the account of the Managers, when and 
 as called for by the Managers as hereinbefore provided, $27 in respect of each share of 
 stock deposited by them. 
 
 Holders of unsecured claims against the Old Company desiring to participate in 
 the Plan must deposit the evidence of their claims, if in writing or, if not in writing, 
 a written statement of the nature of their claims, with all proper instruments of trans- 
 fer and assignment required to vest title thereto in the Managers, with the Depositary on 
 or before October 25, 1916, receiving therefor certificates of deposit in form to be ap- 
 proved by the Managers, and the holders of such certificates of deposit shall be irre- 
 vocably bound and concluded by the Plan and Agreement of Reorganization. 
 
 XV. 
 
 EXTENSIONS OF TIME. DEFINITION OF "DEPOSITOR." 
 The Managers may, in their absolute discretion, in general or particular instances, 
 enlarge or extend the time for making any deposit or payment required by the Plan and 
 may impose conditions in respect of any such deposit or payment. 
 
 The term "depositor," as used herein and in the Agreement hereto annexed, 
 mean.^ and includes not only the original depositor (whether of First Con- 
 solidated 4% Bonds, of stock or of unsecured claims), but any transferee of any cer- 
 
12 
 
 tificate of deposit. Upon any transfer of a certificate of deposit, all the rights and lia- 
 bilities under the Plan of the transferor (including the right of a depositor of stock to 
 subscribe for and receive prior lien stock of the New Company and his liability for any 
 unpaid part of his subscription for prior lien stock, if he has already subscribed) shall 
 pass to the transferee, and such transferee and subsequent holders of such certificate 
 of deposit shall for all purposes be substituted in place of the prior holders of such cer- 
 tificate. 
 
 XVI. 
 
 MODIFICATION OR ABANDONMENT OF THE PLAN. 
 
 The Managers may abandon the provisions of the Plan with respect to the First 
 Consolidated 4% Bonds of the Old Company if, in their judgment, there shall not have 
 been deposited under the Plan enough of such bonds to justify the carrying out of such 
 provisions. In case of the abandonment of such provisions, notice thereof shall be given 
 by publication to depositors of such bonds, whereupon such depositors shall be entitled, 
 upon surrender of their certificates of deposit, to receive such bonds in the amounts speci- 
 fied in such certificates severally. Neither tlie failure of the holders of all or any of the 
 First Consolidated 4% Bonds of the Old Company to assent to or become parties to the 
 Plan nor the abandonment as aforesaid of the provisions of the Plan with respect to such 
 bonds shall affect the consimamation thereof, but the Plan may nevertheless be carried 
 out by the Managers in respect of the other securities of the Old Company embraced there- 
 in with the same effect as if said First Consolidated 4% Bonds had not been mentioned 
 in the Plan. 
 
 The Managers may in their discretion at any time before the Plan has been 
 consummated, modify the Plan pursuant to the provisions of the annexed agree- 
 ment, or wholly abandon the Plan. In case the Plan shall be wholly abandoned, the de- 
 posited securities or the avails thereof under the control of the Managers shall 
 be delivered to the depositors in amounts representing their respective interests, 
 upon surrender of their several certificates of deposit properly endorsed. In 
 such case, all the moneys paid by any depositor pursuant to the provisions of the Plan 
 shall be returned, but without interest, to the depositor entitled thereto. 
 
 XVII. 
 STATEMENTS CONTAINED IN THE PLAN. 
 
 The statements contained in the Plan have been compiled from sources believed to 
 be reliable and accurate. None of them is to be construed as a representation or as an 
 inducement to any action or omission to act on the part of anyone. No error or mis- 
 statement of any kind contained in the Plan shall constitute ground for the withdrawal 
 of any depositor nor for any complaint with respect to the same nor with respect to any 
 consequences arising from having become a party thereto. 
 
13 
 
 xvni. 
 
 AGREEMENT OF REORGANIZATION. 
 
 In order to enable the Plan to be carried out and to give effect to the same, the 
 annexed Agreement has been prepared. Wherever the word "Plan" is hereinbefore used 
 it shall be deemed to include said Agreement and the provisions thereof, and every deposi- 
 tor under the Plan by such deposit thereby becomes a party to said Agreement, the provi- 
 sions whereof shall govern in case of conflict between the Plan and the Agreement. 
 
 Dated September 20, 1916. 
 
14 
 
 Agreement 
 
 AGEEEMENT dated this 20th day of September, 1916, between Kuhn, Loeb & Co. 
 and Blaie & Co. (herein called the "Managers"), parties of the first part; the hold- 
 ers of the Three-Year Five Per Cent. Gold Notes (herein called the "Three-Year 
 Notes") due August 1, 1908, of The Wheeling and Lake Erie Railroad Company (herein 
 called the "Old Company"), parties of the second part; and such holders of the First 
 Consolidated Mortgage Four Per Cent. Gold Bonds (herein called the "First Consoli- 
 dated 4% Bonds") due September 1, 1949, of the Old Company, such holders of un- 
 secured claims against the Old Company and such holders of first preferred, second pre- 
 ferred and common stock of the Old Company as shall become parties hereto in the 
 manner in the Plan and herein provided (sometimes herein referred to collectively as 
 "Depositors"), parties of the third part; 
 
 WITNESSETH : 
 
 The parties hereto for and in consideration of the covenants, conditions and prom- 
 ises herein contained and for the purpose of carrying out the foregoing Plan of Eeor- 
 ganization or some altered or modified plan adopted in the manner hereinafter provided^ 
 have mutually agreed and hereby do severally agree, each of the holders of Three-Year 
 Notes and each of the Depositors agreeing with the Managers and with every other 
 holder of Three-Year Notes and with every other Depositor, but agreeing only for him- 
 self and not for any others, as follows: 
 
 First. — The holders of the Three- Year Notes and the Depositors jointly and sever- 
 ally hereby assent to and accept all the provisions of the foregoing Plan, 
 and the same is hereby approved and adopted and shall be taken as and 
 deemed to be a part of this Agreement with the same effect as though every 
 provision thereof had been embodied herein, and the said Plan and this Agreement shall be 
 read as parts of one and the same instrument ; but no estimate, statement, explanation or 
 suggestion or anything else contained in the Plan or Agreement or in the Introductory 
 Statement prefixed thereto or in any circular or advertisement issued or which may here- 
 after be issued by or on behalf of the Managers is intended or is to be taken as a repre- 
 sentation or as a condition of any deposit, subscription, assent or payment under the Plan 
 and Agreement, and no defect or error therein shall release any deposit under the Plan 
 and Agreement or affect or release any assent thereto or payment made or anything 
 done thereunder or in connection therewith, except by written consent of the Managers. 
 
 Second. — All the holders of Three-Year Notes have deposited their Notes with the 
 Managers hereunder. Holders of First Consolidated 4% Bonds, holders of unsecured 
 claims against the Old Company and holders of first preferred, second pre- 
 ferred and common stock of the Old Company shall become parties to the Plan and Agree- 
 ment in the manner and upon the terms stated and upon compliance with the conditions 
 
35 
 
 prescribed in the Plan. The Managers, however, in their absolute discretion and upon 
 such terms and conditions as they shall prescribe, may permit any holder 
 of First Consolidated 4% Bonds or of stock of the Old Company or of unsecured 
 claims against the Old Company to become a party to the Plan and Agreement without 
 the actual deposit of such bonds, stocks or claims, and the holders of bonds, unsecured 
 claims or stock so becoming parties are intended to be embraced within the term "De- 
 positors" wherever used in this Agreement. The Managers may abandon the provisions 
 of the Plan with respect to the First Consolidated 4% Bonds of the Old Company if, 
 in their judgment, there shall not have been deposited under the Plan enough of such 
 bonds to justify the carrying out of such provisions. In case of the abandonment of 
 such provisions, notice thereof shall be given by publication to depositors of such bonds, 
 whereupon such depositors shall be entitled, upon surrender of their certificates of de- 
 posit, to receive such bonds in the amounts specified in such certificates severally. Neitlier 
 the failure of the holders of all or any of the First Consolidated 4% Bonds to assent to 
 and become parties to the Plan and Agreement nor the abandonment as aforesaid of the 
 provisions of the Plan with respect to such bonds shall prevent the consummation thereof 
 with respect to the other securities embraced therein, but the Managers may in either 
 such case carry out the Plan and Agreement with respect to the other securities em- 
 braced therein with the same effect as if the First Consolidated 4% Bonds had not been 
 mentioned therein. 
 
 The holders of Three-Year Notes and the Depositors and each of them agree 
 from time to time on demand of the Managers to execute any and all transfers, 
 assignments or writings required for vesting in the Managers complete ownership of 
 their notes and of the bonds, claims or stock represented by their certifi- 
 cates of deposit issued hereunder as the Managers may determine. The Depositors of stock 
 severally agree at any and all times when requested by the Managers to deliver to the 
 Depositary proxies or powers of attorney authorizing the Managers or such person or 
 persons as shall be designated by them and their substitute or substitutes to repre- 
 sent and vote their shares of stock at all meetings of the stockholders of the Old Com- 
 pany upon any and all questions that may come before such meetings. Every such 
 power of attorney and proxy shall be in a form approved by the Managers and shall be 
 irrevocable. 
 
 Depositors of First Consolidated 4% Bonds, unsecured claims and stock 
 shall be entitled to receive certificates of deposit hereunder in form to be 
 prescribed or approved by the Managers specifying respectively the bonds, 
 stocks or unsecured claims deposited, and the holders of such certificates of 
 deposit 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 respective classes of De- 
 positors or granted by the Managers pursuant 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 
 
16 
 
 to have and to exercise the rights, and be subject to the liabilities, of the original holder 
 of such certificate of deposit. 
 
 The certificates of deposit issued hereunder and the interests represented thereby 
 and all rights by virtue thereof shall be transferable, but only subject to the terms and con- 
 ditions of the Plan and Agreement and in such manner as the Managers shall approve; 
 and upon such transfer all rights and liabilities of the Depositor in respect of the 
 deposited bonds, stocks or unsecured claims represented by such certificate, including 
 his rights in any payments made in respect thereof and receipted for in or by endorse- 
 ment on such certificates by the Depositary and his right, if any, to subscribe for prior 
 lien stock as provided in the Plan and as well his liability for any unpaid balance due 
 on his subscription for such prior lien stock, if he has already subscribed, and all his 
 other rights and benefits, liabilities and obligations under such certificate and under 
 the Plan shall pass to the transferee and the transferees and holders of such certifi- 
 cate of deposit shall for all purposes be substituted in place of the former holders, subject 
 to the Plan and this Agreement. All such transferees, as well as the original holders of cer- 
 tificates of deposit issued hereunder, shall be embraced within the term "Depositors" 
 wherever used herein. Any and every certificate of deposit and any and every temporary 
 or other certificate or receipt issued by the Managers or the Depositary may be treated by 
 the Managers and the Depositary as a negotiable instrument and the bearer or, if regis- 
 tered, the registered holder for the time being, may be deemed to be the absolute owner 
 thereof and of all rights of the original Depositor or of any holder, and neither the Man- 
 agers nor the Depositary shall be affected by any notice to the contrary. By accepting or 
 holding any certificate of deposit issued hereunder every recipient or holder thereof shall 
 thereby become a party to the Plan and Agreement with the same force and effect as 
 though an actual subscriber thereto, and shall thereby authorize the Managers to aflfix 
 his signature hereto or to any other paper in connection with the reorganization that 
 they may deem it advisable so to sign. The term "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 or persons acting in a representative or 
 fiduciary capacity and those represented by or claiming under them, and partnerships, 
 associations, joint stock companies and corporations. No rights hereunder shall accrue 
 in respect of any bonds or stock of the Old Company or in respect of any unsecured 
 claims against the Old Company hereinbefore mentioned unless or until the same shall 
 have been subjected to the control of the Managers and to the operation of the Plan and 
 Agreement as herein provided. 
 
 In their discretion the Managers may fix or limit any period or periods within which 
 deposits may be made as herein provided and, subject to the provisions in that behalf 
 stated in the Plan, the times within which any payment required by the Plan must be 
 made by holders of certificates of deposit 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 
 renew any period or periods so fixed or limited. Holders of bonds, stock or unsecured 
 claims who do not become parties hereto in the manner hereinabove stated within the 
 periods respectively fixed or limited therefor will not be entitled to deposit their bonds. 
 
17 
 
 stock or claims or to become parties to the Plan and Agreement or to share in the bene- 
 fits hereof, and shall acquire no rights hereunder, except upon obtaining the express con- 
 sent of the Managers, who hereby expressly reserve the right, which is granted to them 
 by all the parties hereto, in their absolute discretion and upon such terms and conditions 
 as they may see fit, to withhold or to give such consent or to admit as parties and to 
 participation in the Plan and Agreement and as Depositors hereunder, holders of the 
 above-mentioned bonds, stocks or claims. 
 
 Third. — The cash payable by holders of certificates of deposit for stock as provided 
 in the Plan must be paid to the Depositary for account of the Managers and shall be 
 receipted for by the Depositary in or by endorsement on the certificates of deposit for 
 the stock in respect whereof such cash is paid upon presentation of such certificates for 
 that purpose. Moneys payable under the Plan, other than sums payable by holders of 
 certificates of deposit for stock of the Old Company upon subscriptions for prior lien 
 stock of the New Company, may be used at any time by the Managers or with their 
 approval for any of the purposes of the Plan and Agreement, including the payment, 
 compromise or acquisition of claims which under the Plan it is contemplated may be paid, 
 compromised or acquired. 
 
 All Depositors hereunder of stock (whether first preferred, second preferred or 
 common) hereby severally agree that prompt payment of the sums by the Plan required 
 to be paid by them on account of the cash requirements of the Plan is an essential con- 
 dition of the acquisition by them severally of the new securities provided for in the Plan 
 or any other right or benefit under the Plan and Agreement, and that any such Deposi- 
 tor, who shall fail to make prompt payment of any sums required to be paid by him 
 on account of such cash requirements within any period fixed or limited by the Plan or 
 by the Managers for such payment, forthwith and without further or other notice or 
 action shall cease to have any rights under the Plan in respect of the stock in respect 
 whereof such payments shall be required or under the certificate or certificates of de- 
 posit therefor and shall cease to be entitled to any of the benefits hereunder; and that 
 no such Depositor shall be entitled to the return of such stock or the repayment of any 
 cash theretofore paid by him or to have any further interest or rights in respect there- 
 of; and that such cash and such stock shall pass to and the ownership thereof shall vest 
 in the Syndicate formed by the Managers as stated in the Plan. 
 
 Depositors of stock of the Old Company upon payment in full, when and as called 
 for by the Managers, of the sums payable by them on account of the cash requirements 
 of the Plan, shall have the right, upon the terms and conditions stated in the Plan, to 
 subscribe for and purchase prior lien stock of the New Company in the amounts in the 
 Plan stated. All Depositors of stock who shall subscribe for prior lien stock of the New 
 Company agree that prompt payment of the sums payable by them respectively upon 
 their subscriptions for such prior lien stock, when and as called for by the Managers, is 
 an essential condition of their acquisition of such prior lien stock, and that any such Deposi- 
 tor who shall fail to make prompt payment of the sums payable by him on account 
 of his subscription as provided in the Plan, when and as called for by the Managers 
 
18 
 
 in the manner provided in the Plan, shall forthwith and without further notice or 
 action, forfeit all sums theretofore paid by him on account of such subscription, and all liis 
 rights to receive such prior lien stock, but shall not, solely by reason of such default, for- 
 feit any other right or benefit under the Plan and Agreement. 
 
 The Managers may, however, in their discretion, at any time accept payment of 
 overdue instalments from any Depositor. They may waive and remit any penalty 
 prescribed either in the Plan and Agreement or in pursuance thereof. They may also, 
 and whenever and upon such terms as they shall deem proper, 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 deposited bonds or unsecured 
 claims or stock of the class and to the amount stated in such certificate of deposit. In 
 their discretion, for the purpose of carrying out the Plan and Agreement, the Managers 
 may take such action as they may see fit in connection with any subsidiary or con- 
 trolled company of the Old Company. 
 
 In respect of the Three-Year Notes and of the deposited First Consolidated 4% 
 Bonds, stock or unsecured claims, the holders of such Notes and of certificates of deposit 
 for such bonds, stock or unsecured claims, upon compliance with all the terms, provi- 
 sions and conditions of the Plan and Agreement, but not otherwise, shall be entitled, 
 upon the completion of the reorganization and upon surrender of their certificates of 
 deposit, to receive, when issued, Prior Lien Stock, Refunding Mortgage Gold Bonds, 
 Preferred Stock and Common Stock of the New Company upon the terms and to the 
 extent specified in the Plan. 
 
 Fourth. — ^All the holders of Three- Year Notes and all the Depositors hereby irrevo- 
 cably request the Managers to carry out the Plan and Agreement and agree that the 
 Managers shall be, and they hereby are, vested with all rights, powers and authority 
 necessary or proper to enable them to carry out. 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 Managers shall deem to be expedient. All the holders of Three- Year 
 Notes and all the Depositors hereby irrevocably authorize the Managers in their be- 
 half to assign all the notes and all the bonds, stock or unsecured claims deposited 
 hereunder to any person or corporation so as to vest such person or corporation with full 
 title thereto. Without limiting the foregoing it is hereby declared that the Managers 
 shall be fully authorized to vote the deposited stock at any meeting for anything au- 
 thorized by or necessary or helpful in carrying out the Plan and Agreement, and to 
 consent as holders of said stock to any corporate action, and to sign any written consent 
 required or permitted by law to be signed and to file the same ; to institute or become 
 parties to any legal proceedings ; to compromise any litigation now or at any time here- 
 after existing or threatened, in whole or in part, with plenary power to enter into any 
 agreement tending towards or deemed by them in their discretion likely to promote the 
 consummation of the Plan and Agreement; at any time or times and at such places as they 
 shall deem proper, to purchase or to pay, compromise or settle any indebtedness or obli- 
 gations of or claims against the Old Company or any subsidiary company or any 
 
19 
 
 claims or demands or securities against any property deemed by the Managers important 
 or advisable for the New Company to acquire or any claims, demands or securities by 
 reason whereof or by reason of the possession whereof such property is or may be encum- 
 bered or the title thereto affected, or any Eeceiver's Certificates or obligations issued or 
 liabilities incurred or which may be issued or incurred by the Receiver, or any claims or 
 demands that the Managers in their discretion may deem it for the interest of the 
 reorganization to purchase, pay, compromise or settle; for any of the purposes of the 
 Plan and Agreement to borrow money and to charge or to pledge any of the Three-Year 
 Notes or any of the deposited stock or unsecured claims, or any property purchased or new 
 securities to be issued, for the repayment of any money borrowed, with interest; to 
 execute all agreements or bonds of indemnity and other bonds and therewith to charge 
 the Three-Year Notes or any stock or unsecured claims deposited hereunder or any part 
 thereof; to do whatever in the judgment of the Managers may be expedient to promote 
 or procure the sale as an entirety of any lands, railroads, properties or franchises of the 
 Old Company or of any of its subsidiary or controlled companies, wherever situated ; to 
 adjourn any sale of any property or franchises or any portion or lot thereof; to bid or 
 to cause anyone else to bid, or to refrain from bidding, at any sale, whether public or pri- 
 vate, either in separate lots or as a whole, for any property or franchises or any part 
 thereof, and at, before or after any sale to arrange and agree for the resale of any 
 portion of the property they may decide to sell rather than to retain ; to hold any prop- 
 erty or franchises purchased by them either in their names or in the name of any per- 
 son or corporation approved by them, and to apply the Three- Year Notes and any de- 
 posited stock or unsecured claims in satisfaction or partial satisfaction of any bid, 
 whether made by themselves or any other person or corporation approved by them, 
 or towards obtaining funds for the satisfaction thereof; and the term "property and 
 franchises" shall include any and all railroads and other transportation lines, branches, 
 leaseholds, rights in lands, stock and other interests in corporations in which the Old 
 Company has any interest of any kind whatever, direct or indirect. The amount to be bid 
 or paid or caused to be bid or paid by the Managers for any property or franchises shall be 
 absolutely discretionary with them, and in case of a sale to others of any property or 
 franchises the Managers, if they choose, may receive, out of the proceeds of such sale or 
 otherwise, any payment in any form accruing on any Three-Year Notes, stock or 
 unsecured claims subject hereto. Anything which anywhere in the Plan and Agreement 
 it is provided that the Managers may do or allow to be done, they may do or allow to 
 be done by or through such agents or agencies as they may determine, or by or through 
 others with their approval or consent or acquiescence, or they may contract with any 
 person or corporation that it shall be done or permitted to be done. The Managers may 
 assign and deliver all or any of the Three-Year Notes or any or all of the deposited 
 bonds, stock and unsecured claims to any person or corporation and may enter into such 
 contract or contracts with such person or corporation or with anyone else as they shall 
 deem proper for the purposes of the Plan and this Agreement. The person or cor- 
 poration to whom the deposited stock may be assigned is fully authorized to call and 
 attend any meetings of stockholders however convened, and to vote the deposited stock 
 
20 
 
 at any such meeting for anything authorized by or necessary or helpful to the carrying 
 out of the Plan and Agreement, and to do everything in respect of any deposited 
 stock as fully and to the same extent as the owner thereof. 
 
 Fifth. — The Managers may organize or procure to be organized one or more new 
 companies, or they may adopt or use any company or companies, whether now existing 
 or not, and they may cause to be made sales, leases, consolidations, mergers or other ar- 
 rangements by or between any such companies or any companies mentioned in the Plan, 
 or other companies ; they may make or cause to be made conveyances or transfers of any 
 properties or securities acquired by them or with their appro'val; they may cause the 
 ownership of all or any property of the New Company to be either direct ownership 
 or ownership through the bonds or through the stock, or both, of any other company, 
 and may cause the mortgage securing the Befunding Mortgage Gold Bonds of the New 
 Company to be either a direct lien upon any particular property or a lien upon the 
 bonds or stock, or both, of any company, and they may take. or allow to be taken such 
 other proceedings as they may deem proper for the purpose of the creation of the new 
 securities provided for in the Plan and Agreement and for carrying out all or any of the 
 provisions thereof. The Managers are also authorized to receive and to dispose of or to 
 allow to be received and disposed of by any other person or corporation the new securi- 
 ties to be created, and they may vote or allow any person or corporation to vote upon 
 all the stock of the New Company until the same shall be distributed as contemplated in 
 the Plan to the persons or corporations entitled to receive the same. 
 
 The Managers as bankers have formed and are the Managers of the Syndicate to 
 underwrite the cash requirements of the Plan as stated therein. The Syndicate, upon 
 making in full the payments required by the Plan to be made in respect of any stock of 
 the Old Company which shall not be deposited under the Plan or by any depositors of 
 such stock who shall fail to make the same, shall receive the securities to which the 
 holders of such undeposited stock or such defaulting stockholders would have been en- 
 titled upon becoming parties to the Plan and making such payments in full, and shall 
 in addition receive any sums which such defaulting stockholders shall have paid on ac- 
 count of the cash requirements of the Plan and which shall have been forfeited by 
 reason of their default in the payment in full of the sums required to be paid by them. 
 The Syndicate shall be paid compensation to be fixed and agreed upon by the Managers. 
 The Managers are members of such Syndicate. 
 
 Sixth. — The Managers may construe the Plan and this Agreement, which the parties 
 hereto agree are intended to be, and shall be, in all respects liberally construed in order to 
 enable the Managers to carry the same into effect, and their construction thereof or 
 action thereimder, in good faith, shall be final and conclusive ; they may supply any de- 
 fect or omission or reconcile any inconsistency in such manner and to such extent as 
 shall be deemed by them necessary or expedient to carry out the same properly and effec- 
 tively, and they shall be the sole judges of such necessity or expediency. They shall 
 be the sole and final judges as to when and whether the assent of enough stockholders 
 or holders of First Consolidated 4% Bonds or of unsecured claims shall have been obtained 
 to warrant them in attempting to carry the Plan or any part thereof into effect, and they 
 
21 
 
 shall have power, whenever they deem proper, to alter, modify, depart from or abandon tlie 
 Plan, or any part thereof ; they may at any time or times after any such partial abandon- 
 ment, or after any modification, restore to the Plan any abandoned part or parts thereof, 
 or discard any such modification and seek to carry the same into effect as fully as if 
 such part or parts had not been abandoned or such modifications made ; they may also at- 
 tempt 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 some 
 part thereof; any change or modification made by the Managers shall thereupon become 
 and be part of the Plan and Agreement; but in case of any intentional change or modi- 
 fication of the Plan not herein specifically authorized which, in the judgment of the Man- 
 agers, shall materially affect any of the several classes of Depositors, a statement of 
 such proposed change or modification shall be filed with the DepK)sitary and notice of 
 the fact of such filing shall be given as hereafter provided in Article Fourteenth; and 
 within three weeks after the first publication of such notice all holders of outstanding 
 certificates of deposit for notes, bonds or any particular class of stock or for unsecured 
 claims, as the case may be, aifected thereby may surrender their respective certificates of 
 deposit therefor to the Depositary and may withdraw their bonds or stock of such par- 
 ticular class or unsecured claims, or the proceeds thereof, or the substitutes therefor, then 
 under the control of the Managers, to the amount indicated in such certificates ; provided, 
 however, in every case of such surrender the holders of certificates of deposit for Three- 
 Year Notes or for stock severally shall make payment of their shares of the dis- 
 bursements and expenses of the Eeorganization Managers as apportioned by 
 such Managers. Every such holder of a certificate of deposit by such surrender 
 and withdrawal shall thereupon without any further act be released from the Plan 
 and Agreement and shall cease to have any rights thereunder, and the exercise of such 
 right of withdrawal shall release and discharge the Managers and the Depositary from 
 all liability of every character to every such withdrawing Depositor, except in so far 
 as provision is hereinafter made with regard to cases where money has been paid in 
 under the Plan by Depositors. Every Depositor not so surrendering and withdrawing 
 within three weeks after the first publication of said notice shall be deemed to have as- 
 sented to the proposed change or modification 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 made by the Managers as herein provided shall be part of 
 the Plan, and all provisions and references concerning the Plan shall apply to the Plan 
 as so changed or modified. In every such case of surrender and withdrawal, any in- 
 terest, or other moneys actually collected by the Managers on deposited bonds, stock 
 or unsecured claims so withdrawn herefrom will be accounted for by the Managers to the 
 holders of certificates of deposit for such bonds, stock or unsecured claims. In every 
 case of withdrawal herefrom of stock or unsecured claims pursuant to this Article, the 
 Managers shall apportion to the deposited stock and unsecured claims the share of their 
 compensation, disbursements and expenses in the opinion of the Managers fairly charge- 
 able to the stock and unsecured claims, and any such apportionment made by the Man- 
 agers shall be binding upon all Depositors and shall be a charge upon the deposited stock 
 
iJ2 
 
 and unsecured claims and the proceeds thereof. In case the Manager^ shall finally 
 abandon the entire Plan, the bonds, stock and unsecured claims deposited hereunder, or 
 the proceeds thereof, or any securities, claims or other property representative thereof, 
 then under the control of the Managers, shall be delivered to the several holders of cer- 
 tificates of deposit respectively in amounts representing their respective interests, upon 
 surrender of their respective certificates of deposit therefor. In any such case of with- 
 drawal or release herefrom any moneys paid by the Depositors of stock pursuant to 
 the provisions of the Plan, or any notes, bonds, coupons, receiver's certificates or other 
 obligations, claims or property acquired therewith, or the proceeds thereof, , remaining 
 after deducting the share of the compensation of and of the disbursements and expenses 
 made and incurred by the Managers and apportioned to the Depositors of stock who 
 shall have so paid, shall be distributed or adjusted equitably among the respective hold- 
 ers of certificates of deposit representing the stock in respect whereof such payment shall 
 have been made ; but the Managers shall not be liable for the loss of any such money by 
 them disbursed for the purposes of the Plan and of this Agreement, or for the depre- 
 ciation in value of any property or security by them acquired or received; and the 
 Depositors of stock who shall have made payments pursuant to the Plan shall have no 
 claim for the repayment of any such moneys, except to the extent of their shares (as 
 apportioned by the Managers) of such moneys, or their proceeds, remaining in the hands 
 of the Managers or under their control, after payment of such disbursements and 
 expenses. 
 
 Seventh. — The Managers may proceed under the 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 in 
 the reorganization, and to and in respect of any securities representing any such prop- 
 erty, it being intended that for all purposes hereunder any such property, and any 
 security representing such property, may be treated or accepted by the Managers as sub- 
 stantially identical. In the case of any claim, lien or obligation (not herein fully provided 
 for) affecting the Old Company or any subsidiary or controlled company or any prop- 
 erty or franchises thereof, the Managers may from time to time purchase or acquire the 
 same or cause the same to be purchased or acquired, or make such compromise in re- 
 spect thereto, or such provision therefor, as they may deem suitable, using therefor any 
 cash received (otherwise than on subscriptions for prior lien stock) under the Plan or 
 any other resources, or any securities not expressly required for settlement 
 with Depositors. Notwithstanding no specific provision is made in the Plan 
 for the Equipment Sinking Fund Five Per Cent. Gold Bonds, the Managers 
 are authorized and empowered in their absolute discretion to deal with said bonds and 
 with the holders thereof and to settle, compromise, adjust or acquire the claims of such 
 holders upon such terms as the Managers may deem advisable, either by the payment of 
 cash or, with or without any cash payment, by the issue of new equipment obligations 
 secured by reservation of title to the equipment title whereto is reserved as security for 
 
23 
 
 said bonds, or by the issue of other obligations, or by the surrender of such equipment 
 and, for such purpose, to use any of the cash provided for the cash requirements of the 
 Plan; and the total amount of new securities to be created as set forth in the Plan 
 may, for the purpose of dealing with such Equipment Sinking Fund Five Per Cent. Gold 
 Bonds and settling, compromising, adjusting or acquiring the claims of the holders there- 
 of, be increased by an amount not exceeding the face amount of such Equipment Sink- 
 ing Fund Five Per Cent. Gold Bonds the claims of the holders whereof shall be so set- 
 tled, compromised or acquired. 
 
 Eighth. — ^Any action contemplated in the Plan and Agreement may be performed 
 before or after reorganization, and any such action may be taken by the Managers or 
 by anyone approved by them at any time when they shall deem the reorganization ad- 
 vanced suflSciently to justify such course ; and, as they may deem necessary, the Managers 
 may defer, or permit to be deferred, the performance of any provision of the Plan and 
 Agreement, or may commit such performance to the New Company, and may cause the 
 New Company to pay any indebtedness authorized or incurred by the Managers or other- 
 wise in furtherance of the Plan, and to assume any obligation which in their judgment may 
 be necessary or proper to carry out the Plan and Agreement. The Managers may, in 
 their discretion, set apart and hold in trust or permit to be set apart and held in trust, or 
 may place in trust, or permit to be placed 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 suitable for the purpose of securing the appli- 
 cation of the same to any of the purposes of the Plan and Agreement. 
 
 From time to time, for the purpose of carrying the Plan and Agreement into effect, 
 or of obtaining assents thereto, the Managers, either generally or in special instances, 
 may make or ratify, or permit to be made or ratified, contracts with any person 
 or corporation or committee representing securities of any class in respect of any 
 matter connected with the Plan and Agreement, and in their discretion, either generally 
 or in special instances, and upon such general or special terms or conditions as they may 
 deem proper, they may arrange to procure the deposit of any First Consolidated 4% 
 Bonds, stock or unsecured claims ; and by loan or guaranty, or by the sale of new securi- 
 ties to be created, or otherwise, on such terms, conditions and rates of interest as they 
 may deem proper, they may obtain or permit to be obtained any moneys required to carry 
 out the Plan and Agreement, including such sums as the Managers may deem it expedient 
 to provide for the uses of the New Company; and for the performance of any contract, 
 the Managers may charge or permit to be charged the Three- Year Notes and the deposited 
 stock or unsecured claims and the new securities to be issued, and also may pledge the same 
 or permit the same to be pledged for the payment of any moneys borrowed, with interest, 
 and for the performance of any other obligations incurred under the powers herein 
 conferred. The Managers may employ counsel, agents and all necessary assistants, and 
 may incur and discharge any and all expenses by them deemed reasonable for the pur- 
 poses of this Plan, including the expenses and compensation of the Managers 
 and the Depositary and all expenses in connection with the preparation of the Plan and 
 
2| 
 
 Agreement and the issue of certificates, legal expenses, expenses for advertising, print- 
 ing and all other expenses in any manner connected with the Plan and Agreement or 
 which they may deem it expedient to incur in undertaking to promote any of the pur- 
 poses thereof. They shall be the sole judges of the propriety or expediency of any and 
 all compensation and expenses and of the amount thereof. 
 
 The Managers may prescribe or approve the form and terms of all charters, rules, 
 regulations and by-laws of any corporation or corporations utilized in reorganization, and 
 of all bonds, certificates of stock and other securities at any time to be issued, and of the 
 mortgage and other 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. 
 They may select and cause to be selected or otherwise designate or constitute the mem- 
 bers of the board of directors of the New Company who are to serve in the first instance, 
 and they may cause said board of directors to be classified so that the terms of ofiBce 
 of the different classes of directors will expire in successive years. 
 
 The Managers may dispose of, or consent to the disposition of, any new securities not 
 required for delivery to Depositors; and they may use the same or allow the 
 same, or the proceeds thereof, to be used for the purpose of carrying out the reor- 
 ganization or otherwise for the benefit of the New Company in such manner as they may 
 deem expedient and advisable. At or after the time of the creation of the new securities 
 the Managers may take such action as they may deem necessary to guard against the 
 issue of securities in any manner or to any extent inconsistent with the purposes of the 
 Plan. 
 
 At any time the Managers may make contracts binding upon the New Company for 
 the acquisition of property for use in the operation of the New Company, or make any 
 other contracts which they may deem advisable in reference to the property of the New 
 Company, or any of the companies mentioned and referred to herein, and generally they 
 may do or cause to be done any and all things which in their opinion will aid in the 
 preservation, improvement or development of any property in which the Old Company has 
 an interest, direct or indirect. 
 
 Ninth. — The Managers shall have the sole control, direction and management of the 
 Plan and Agreement. The firms of Kuhn, Loeb & Co. and Blair & Co. shall be the Eeor- 
 ganization Managers (herein called the "Managers). Each of said firms shall act as a 
 co-partnership, and in case of any change in the membership of either of said firms, their 
 respective successor firms, as from time to time constituted, shall continue as Managers, 
 with all the powers, rights and title vested in the Managers hereunder. As compensa- 
 tion for their services as Managers hereunder each firm of Managers shall be paid the 
 sum of $150,000 and as compensation for their services as managers of the Syndicate 
 nientioned in the Plan each firm of Managers shall be paid $100,000. 
 
 The Managers undertake in good faith to execute the Plan and Agreement; but they 
 do not assume, nor does the Depositary assume, any personal responsibility for the suc- 
 cess of the Plan or Agreement or any part of either, or for the result of ^ny steps 
 taken or acts done thereunder or for the purposes thereof. 
 
25 
 
 The Managers shall not, nor shall any of them, nor shall the Depositary, be person- 
 ally liable for any act or omission of any agent or employee selected by them or any 
 of them, or for any error of judgment or mistake of fact or law, or in any case except 
 for his, its or their own wilful misconduct; and neither the Managers nor any of them nor 
 the Depositary shall be personally liable for the acts or defaults of the others. The Manag- 
 ers may act by any agent and may delegate any authority as well as any discretion to any 
 such agent, and such agent may be allowed a reasonable compensation for his services. 
 The Managers and any partner of either firm constituting the Managers, or the Deposi- 
 tary, or any officer or director thereof, or anyone connected with the Managers, or with 
 the Depositary, the trustees of any mortgage and any officer or director or person con- 
 nected with the Old Company or the New Company, may be or become pecuniarily inter- 
 ested, without accountability in respect thereof, in any contracts, property or matters with 
 which the Plan or Agreement or the New Company or the Old Company is concerned, in- 
 cluding participation in or under any syndicate, whether or not mentioned in the Plan; 
 and any such person or corporation may also become a Depositor under the Plan, 
 and in such event shall have the same rights, benefits and obligations hereunder and in 
 respect of securities of the New Company to be received, and of all payments to be made 
 hereunder, as other Depositors, and may buy and sell certificates of deposit or undepos- 
 ited securities in the same manner and with the same rights as any other Depositor. 
 
 The acceptance of new securities by any Depositor shall estop such Depositor from 
 questioning the conformity of such securities in any particular to any provisions of the 
 Plan, or the propriety or expediency of any act done or arrangement made in carrying 
 the Plan into effect. 
 
 The Managers may appoint a successor to Central Trust Company of New York as 
 Depositary. Any direction given by the Managers shall be full and sufficient authority 
 for any action of any Depositary or other custodian or agent. 
 
 Tenth. — The accounts of the Managers shall be filed with the board of directors of 
 the New Company within one year after the reorganization shall have been completed, 
 unless a longer time shall have been granted by the board. Such accounts, unless dis- 
 approved by such board of directors within sixty days after such filing, shall be final, 
 binding and conclusive upon all parties having any interest therein; and thereupon the 
 Managers shall be discharged. 
 
 Eleventh. — The enumeration of specific powers hereby conferred shall not be con- 
 strued to limit or restrict the general powers herein conferred or intended so to be, and it is 
 hereby distinctly declared that it is intended to confer on the Managers in respect of the 
 Three-Year Notes and of all the bonds, stock and unsecured claims deposited or to be depos- 
 ited hereunder and in all other respects, any and all powers which the Managers may deem 
 necessary or expedient in or towards carrying out or promoting the purposes of the Plan 
 and Agreement in any respect as now existing, or as the same may be modified or amended, 
 even though any such power be apparently of a character not now contemplated; and the 
 Managers may exercise any and every such power as fully and effectually as if the same 
 
26 
 
 were herein distinctly specified, and as often as, for any cause or reason, they may deem 
 expedient. The methods and means to be adopted for or towards carrying out the Plan 
 and Agreement shall be entirely discretionary with the Managers. 
 
 Twelfth. — All the Three-Year Notes and all the bonds, stock and unsecured claims de- 
 posited under or subject to the Plan and Agreement, and all securities and claims pur- 
 chased or otherwise acquired thereunder, shall remain in full force and effect for all pur- 
 poses, and shall not be deemed to have been merged, satisfied, released or discharged by 
 any delivery of new securities ;■ and no legal right or lien shall be deemed released or 
 waived, but said notes, bonds, stock and claims and any judgment or judgments upon any 
 thereof, and all liens and equities shall remain unimpaired and may be enforced by tlie 
 Managers or by anyone to whom the same, with the assent of the Managers, may have 
 been assigned, or by the New Company, until paid or satisfied in full or expressly re- 
 leased, as they may be, by the New Company. Neither the Managers nor any 
 Depositors who are creditors of the Old Company shall by executing this agree- 
 ment or by becoming parties hereto, release, surrender, waive or merge in 
 favor of any stockholders or other creditors of the Old Company any lien, 
 right or claim, and all such liens, rights or claims shall vest unimpaired in the Managers 
 and in the New Company and its assigns, severally and respectively; and any purchase 
 or purchases made in pursuance of, or for the purpose of carrying out, the Plan under 
 any decree for the enforcement of any such lien, right or claim, shall vest the property 
 purchased in the purchaser or in the New Company free from all interest or claim on the 
 part of any such stockholders, creditors or other parties. No right is conferred or created 
 hereby, nor is any trust, liability or obligation (except the agreements herein contained in 
 favor of the holders of Three-Year Notes and of certificates of deposit for bonds, stock 
 or unsecured claims) created by the Plan and Agreement, or assumed hereunder, or by 
 or for any New Company in favor of any creditor of or any holder of any claim whatso- 
 ever against the Old Company or in favor of any company now existing or 
 to be formed hereafter (whether such claim be based on any bonds, stocks, 
 securities, leases, guaranties, notes, debts or otherwise) with respect to the Three- 
 Year Notes or to any bonds, stock or unsecured claims deposited or held 
 under this Agreement, or any moneys paid to or received by the Managers or the De- 
 positary, or with respect to any property acquired by purchase at any judicial sale or 
 otherwise, or with respect to any new securities to be issued hereunder, or with respect 
 to any other matter or thing; and this Agreement shall not be construed to create any 
 trust or obligation to or in favor of any person or corporation other than the parties 
 hereto. 
 
 Thirteenth. — All moneys paid by Depositors hereunder shall be held by the Deposit- 
 ary subject to the order of the Managers. The Managers shall apply the same, and any 
 other moneys which may come within their control, for the purposes of the Plan and 
 Agreement as from time to time may be determined by them; and their determination 
 as to the propriety and purpose of any such application shall be final and nothing in the 
 
27 
 
 Plan shall be understood as limiting or requiring the application of specific moneys to 
 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 carried out, or any 
 securities held as collateral to any such obligation, may be acquired or extinguished or 
 held by the Managers or anyone approved by them, at such time, in such manner and 
 upon such terms as the Managers may deem proper for the purposes of reorganization; 
 and nothing in the Plan and Agreement contained is intended to constitute or create, or 
 shall constitute or create, any liability or trust in favor or in respect of any such obliga- 
 tion. 
 
 Fourteenth. — ^AU calls required to be made hereunder for payments or for the sur- 
 render or presentation of certificates of deposit issued hereunder, and all notices fixin.^ 
 or limiting any period for the deposits or for such payments, and all other calls and 
 notices hereunder, shall be published in The New York Times and in The Sun, news- 
 papers regularly published and issued in New York City, twice a week for two succes- 
 sive weeks, in each case on any day of the week. Any call or notice whatsoever, when 
 so published by the Managers, shall be taken and considered as though personally 
 served upon all the parties hereto and upon all parties bound hereby as of the respec- 
 tive dates of the first publication thereof, and such publication shall be the only notice 
 required to be given under any provision cf this Plan and Agreement. 
 
 Fifteenth. — An original of this Agreement signed by the Managers with the Plan 
 annexed thereto shall be lodged with the Depositary, Central Trust Company of New 
 York, at its office at 54 Wall Street, New York City. The Plan and this Agreement shall 
 bind and benefit the Managers, the holders of the Three-Year Notes and the Depositors 
 hereunder, and their and each of their survivors, heirs, executors, administrators, suc- 
 cessors and assigns. 
 
 In Witness Whereof, the Managers have affixed their signatures hereto as of the 
 day and year first above written, the holders of the Three- Year Notes have deposited 
 their notes with the Managers hereunder as of said date and the Depositors have become 
 parties hereto as of various dates by depositing their bonds, stock and unsecured claims 
 or accepting certificates of deposit therefor issued hereunder. 
 
 KlIBN, LOEB & CO., 
 
 BLAIR & CO., 
 Reorganization Managers. 
 
 : :>'.» !