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 REORGANIZATION 
 
 OF THE 
 
 Northern Pacific Railroad Company. 
 
 REORGANIZATION COMMITTEE: 
 EDWARD D. ADAMS, Chait 
 JOHN C. BULLITT, 
 LOUIS FITZGERALD, 
 CHARLES H. GODFREY, 
 J. D. PROBST, 
 JAMES STILLMAN, 
 ERNST THALMANN. 
 
 LES C. BEAMAN, 
 
 WM. NELSON CROMWELL, 
 
 Counsel to the /'. mmittee. 
 
 ARNOLD MARCUS, 
 
 Secretary. 
 
 PROTECTIVE COMMITTEE: 
 
 BR AVION' IVES, 
 
 Al GUST BELMONT, 
 
 l IRGE R. SHELDON, 
 CHARLEMAGNE ("OWER, Jr., 
 SI I AS W. PETTIT, 
 
 Coin 
 
 DEPOSITARIES : 
 J. P. MORGAN & CO., New York. DREXEL & CO., Philadelphia. 
 
 DEUTSCHE BANK, Berlin, 
 
 AND ITS ISRAV 
 
 FRANKFORT <>\. MAIN, BREMEN, HAMBURG, MUNICH AND LONDON. 
 
 FRANCIS LVNDE STETSON, 
 VICTOR MORAWETZ, 
 
 Counsel to the Reorganization Managers. 
 
 New York, March 16, 1S96. 
 

 REORGANIZATION 
 
 OF THE 
 
 NORTHERN PACIFIC RAILROAD COMPANY. 
 
 Announcement by the Reorganization Committee, 
 Pages 3 to 6. 
 
 Plan of Reorganization, 
 Pages 7 to 16. 
 
 Statistics of the Northern Pacific Railroad Company, 
 
 Pages iy to 21. 
 
 Reorganization Agreement, 
 Pages 23 to 29. 
 
 • •• -•. 
 
V" 
 
 OFFICE OF THE 
 
 Northern Pacific Reorganization Committee, 
 
 Mills Building, New York, 
 
 March 16th, 1896. 
 
 To the Holders of the 
 
 BONDS and STOCKS 
 
 issued or guaranteed by the 
 
 NORTHERN PACIFIC RAILROAD COMPANY: 
 
 The property of the Northern Pacific Railroad Company comprises, in various forms of ownership 
 and control, 
 
 A Railway System of 4,706 miles; 
 
 A Land Grant of about 43,000,000 acres, and 
 
 Sundry Bonds, Stocks and Accounts, representing interests in Terminal, Express, Coal and Navi- 
 gation Companies. 
 
 This property is represented by fifty-four corporations, which have issued $380,000,000 of Bonds 
 and Stocks, of which all are now outstanding, and $271,949,044, including defaulted interest to December 
 31, 1896, are owned directly by the public. 
 
 The present fixed Annual Interest and Sinking Fund Charges amount to $10,905,690 00 
 
 The adjusted Net Income from all sources applicable to these Fixed Charges 
 has been: 
 
 For the Fiscal Year ending June 30, 1 895 6,015,846 62 
 
 And during the past five years has averaged 7,801,645 78 
 
 THE PLAN FOR INDEPENDENT REORGANIZATION 
 
 OF THE PROPERTY HAS BEEN DRAWN UPON THE FOLLOWING BASIS : 
 
 First. — The Abandonment of Chicago as the Eastern Terminus, and the Limitation of 
 the Railway on the East by the Mississippi River and the Great Lakes. 
 
 The Bonds and Stocks of the Chicago & Northern Pacific Railroad Company and the Chicago & 
 Calumet Company, or their successor companies, remaining as Northern Pacific assets, will be disposed 
 of when they can be sold advantageously, and their proceeds applied to the benefit of the property. 
 
 Second. — The ultimate Union of Main Line, Branches and Terminal Properties 
 Through Direct Ownership by a Single Company. 
 
 So far as practicable the ownership in fee, or otherwise, of the Equipment, Branch Line and Ter- 
 minal properties (other than the Portland terminal) will be acquired and vested in the new Company 
 and covered by its new mortgages. 
 
 M207723 
 
third. — the reduction of the fixed annual charges to less than the minimum 
 Earnings Under Probable Conditions. 
 
 The Net Income applicable to Fixed Charges has fluctuated from $10,067,408.37 in the fiscal year 
 1891-92 to $4,449,999.04 in 1893-94. The average of the past five years has been $7,801,645.78. 
 
 The smallest results were brought about by the well-known combination of currency panic, floods, 
 social disorders and short crops, all of which are unlikely to occur again at any one time. 
 
 The net income during the last fiscal year, 1894-95, as shown on page 20, was $5,657,483 49 
 
 To which should be added allowance for extraordinary expenses of the receiverships, of. . . 358,363 13 
 
 Thus making the adjusted Net Income of that year $6,015,846 62 
 
 The gross earnings of the present fiscal year show an increase of about 16 per cent, over the gross 
 earnings for the same period of the previous year. 
 
 The fixed annual charges under the Plan of Reorganization, when fully carried out (exclusive of 
 bonds reserved for new construction), will amount to $6,052,660. 
 
 Fourth. — Ample Provision for Additional Capital as Required in a Series of Years 
 for the Development of the Property and for the Greater Facilities Necessitated by an 
 Increased Business. 
 
 In their report of September last, the Receivers state "that provision should be made for extraordinary 
 expenditures in the next five years of $9,000,000, in order to place the property on an equal footing with 
 its rivals for economical operation." 
 
 RAILWAY SYSTEM AND ITS MORTGAGE LIENS. 
 
 The railroad of the Northern Pacific system is composed of 
 
 Main Line, 4573% 2,152.35 miles. 
 
 Branches, 54-27% 2,554.09 " 
 
 100. % 4,706.44 miles. 
 
 The General First, Second and Third Mortgage Bonds are secured by liens in their respective order 
 upon the Land Grant and upon the Main Line railroad, as above. 
 
 The Consolidated Mortgage Bonds are secured by a fourth lien upon the Land Grant and upon 
 the Main Line railroad, and also by the pledge of First Mortgage Bonds upon various Branch Lines having 
 an aggregate length of 1,415.85 miles. 
 
 None of the four mortgages cover (except by leasehold) any of the terminal properties owned by the 
 St. Paul & Northern Pacific Railroad Company, the Northern Pacific Terminal Company of (Portland) 
 Oregon, or the Northern Pacific & Manitoba Terminal (Winnipeg), all of which are owned by separate 
 organizations. 
 
 There are other branch roads comprising 1,138.24 miles, the bonds of which are directly owned by 
 the public. 
 
UNITED STATES LAND GRANT. 
 
 The Public Lands granted by the United States to the Northern Pacific Railroad Company under its 
 charter July 2, 1864, amounted to 12,800 acres to the mile of track in the States of Minnesota and Oregon, 
 and 25,600 acres per mile in the intermediate Territories. 
 
 It is estimated that under this grant the Company is entitled to receive about 43,000,000 acres, of 
 which 22,823,115 acres have been selected as belonging to the Northern Pacific Railroad Company. Of 
 these, United States patents, vesting the title to the fee of such lands in the Company, have been received 
 for 15,939,189 acres. 
 
 The operations of the Land Department, as shown on page 21, during the past five years show that 
 from all sources (exclusive of proceeds of sales applicable to the Preferred Stock, or by Trustees of Prior 
 
 Mortgages to their interest and sinking funds), the total Income was $3,076,308 37 
 
 while the Expenses and Taxes amounted to 1,304, 145 39 
 
 leaving for the Sinking Fund of the General First Mortgage only $1,772,162 98 
 
 while for the same period the requirements thereunder amounted to 3,272,860 00 
 
 This Deficiency in Proceeds from Land Sales, amounting to $1,500,697 02 
 
 was supplied from the Net Earnings of the Operating Department of the Railroad Company. 
 
 Of late the diminution of sales of lands applicable to this and other mortgages, has thrown upon 
 the transportation earnings of the Company the burden of their Sinking Fund charges. 
 
 These charges, with the other Sinking Fund obligations to the public, amounting to $1,463,763 
 per annum, will be entirely relieved by the full operation of the Plan of Reorganization. 
 
 None of the new bonds will be subject to drawing or compulsory redemption prior to their regular 
 maturity, a feature now quite generally recognized by investors as most desirable. At the same time they 
 will, after the retirement of the present General First Mortgage Bonds, receive all the benefits of the land 
 sales through the mortgage provision that one-half the proceeds thereof, not exceeding $500,000 in any 
 one year, shall be used in the purchase, at not exceeding no per cent, and the cancellation, of Prior Lien 
 4 per cent. Bonds, and when these are not obtainable, then in the purchase, at not exceeding 100 per 
 cent, and the cancellation, of General Lien 3 per cent. Bonds, and that the remainder shall be used for 
 betterments and additions to the mortgaged property. 
 
 As it now stands, the System in its form of incorporation and capitalization, is a development without 
 method or adequate preparation for growth. Scarcely any single security is complete in itself. The Main 
 Line Mortgages cover neither feeders or terminals. The Terminal Mortgages may be bereft of their Main 
 Line support. The Branch Line Bonds are dependent upon the Main Line for interchange of business, and 
 the Main Line owes a large part of its business to the Branch Lines. 
 
 The principal object of the Reorganization Committee has been to preserve the integrity of the 
 System. The Plan now presented for the reorganization of the property is founded upon the idea that 
 its unification means its preservation and prosperity, both of which, it is believed, can now be thus 
 permanently accomplished with the best possible security and results for all interests. 
 
The conversion of the General First Mortgage Bonds upon the terms set forth in the Plan is 
 recommended by Messrs. J. P. Morgan & Co., August Belmont & Co. and Winslow, Lanier & Co., 
 who originally issued those bonds, as well as by the German Committee of General First Mortgage 
 Bondholders. 
 
 The Plan has been prepared with the approval and cooperation of Messrs. J. P. Morgan & Co. and 
 the Deutsche Bank. 
 
 The Plan has received the approval of the representatives of a majority of the Bondholders of the 
 three Main Line mortgages in process of foreclosure (the General Second, General Third and Consolidated 
 Mortgages), and of other important interests affected by the terms of reorganization. 
 
 It has also received the approval of the interests represented by the Protective Committee. 
 Messrs. J. P. Morgan & Co. and the Deutsche Bank have formed the necessary Syndicate of 
 $45,000,000, and Messrs. J. P. Morgan & Co. will act as Reorganization Managers. 
 
 EDWARD D. ADAMS, Chairman. 
 
 JOHN C. BULLITT, 
 
 LOUIS FITZGERALD, 
 
 CHARLES H. GODFREY, 
 
 J. D. PROBST, 
 
 JAMES STILLMAN, 
 
 ERNST THALMANN, 
 
 Reorganization Committee. 
 
 The undersigned Protective Committee hereby join in recommending the prompt acceptance of the 
 
 accompanying Plan and Agreement. 
 
 Brayton Ives, Chairman. 
 
 August Belmont, 
 
 George R. Sheldon, 
 
 Charlemagne Tower, Jr., 
 
 Protective Committee. 
 
 Silas W. Pettit, 
 
 Counsel. 
 New York, March 16th, 1896. 
 
PLAN FOR THE REORGANIZATION 
 
 OF THE 
 
 NORTHERN PACIFIC SYSTEM 
 
 CONDITIONS OF PARTICIPATION. 
 
 Participation under this Plan of Reorganization in any respect whatsoever is dependent on the 
 deposit of securities with one of the Depositaries, Messrs. J. P. MORGAN & CO., 23 Wall Street, 
 New York, Messrs. DREXEL & CO., Fifth and Chestnut Streets, Philadelphia, the DEUTSCHE BANK, 
 Berlin, and its Branches at Frankfort-on-Main, Bremen, Hamburg, Munich and London, within such time 
 as may be fixed by notice, and will embrace only securities so deposited. 
 
 No securities will be received on deposit unless in negotiable form, and bonds must carry all 
 unpaid coupons. 
 
 Pursuant to the arrangement with a Syndicate, hereinafter stated : 
 
 As consideration for shares of the new Company as hereinafter indicated, Depositors of Preferred 
 Stock must also pay $10 per share for new Preferred and Common Stock, and Depositors of Common 
 Stock must pay $15 per share for new Common Stock. 
 
 The payments by Depositors of such Common and Preferred Stock must be made at the offices of 
 Messrs. J. P. Morgan & Co., New York, or Messrs. Drexel & Co., Philadelphia, or of the Deutsche Bank, 
 Berlin and London, at the option of each depositing stockholder, in not less than three instalments, 
 at least thirty days apart, when and as called for by advertisement in each instance at least twice a 
 week for two weeks in two of the daily papers of general circulation published in the Cities of New 
 York, Philadelphia, London and Berlin, respectively. 
 
 All payments must be receipted for by one of the Depositaries on the Certificates of Deposit. 
 
 Failure to pay any installment when and as payable will subject the deposited stock and all rights 
 on account of any prior payments to forfeiture, as hereinafter provided. 
 
 Holders of Certificates of the Mercantile Trust Company of New York for General Second, General 
 Third and Consolidated Mortgage Bonds, deposited under the existing Bondholders' Agreement of February 
 19, 1894, will be entitled to the benefits of this Plan without the issue of new receipts or certificates, 
 provided, that if hereafter required by the Managers and within the time limited therefor, such existing 
 certificates be produced to one of the Depositaries and stamped as assenting to this Plan. 
 
 All holders of General Second, General Third and Consolidated Mortgage Bonds who have not 
 already deposited their bonds with the Mercantile Trust Company of New York under the existing Bond- 
 holders' Agreement, shall, by delivery of their bonds to the Depositaries, be deemed to deposit their bonds 
 under said Bondholders' Agreement, and, for the bonds deposited, will receive Certificates of said Trust 
 Company issued under that agreement, duly stamped by one of the Depositaries as assenting to this Plan. 
 
 The Depositaries will issue negotiable receipts for all other securities deposited with them. 
 
 The holders of receipts heretofore issued by the New York Security and Trust Company of New 
 York for General Second Mortgage Bonds, and by the New York Guaranty and Indemnity Company for 
 General Third Mortgage Bonds, must surrender the same to one of the Depositaries and must obtain 
 suitable new certificates hereunder in exchange therefor, in order to entitle them to any benefit of this 
 Plan. Bonds represented by such receipts not actually delivered to the Depositaries will not be entitled to 
 participation herein. 
 
8 
 
 NEW RAILROAD COMPANY. 
 
 At the discretion of the Managers, the various properties will be sold under one or more of the 
 several mortgages in default, or otherwise dealt with, and a successor company will be organized. 
 
 Pending their use for reorganization purposes, the securities deposited hereunder will be delivered 
 by the Depositaries to one or more Trust Companies, to be held by them respectively subject to the order 
 and control of the Managers. 
 
 All securities deposited under the Plan are to be kept alive so long as deemed necessary for the 
 purpose of reorganization. 
 
 NEW STOCKS AND BONDS. 
 
 The new Company is to authorize the following securities : 
 
 First. Prior Lien One Hundred Year 4 per cent. Gold Bonds for $130,000,000.* 
 
 These bonds are to be secured by a mortgage upon the Main Line, Branches, Terminals, Land 
 Grant, Equipment, and other property, embraced in the reorganization as carried out, and also upon all 
 other property thereafter acquired by the use of any of the bonds to be issued under both the nciv mortgages. 
 
 The present General First Mortgage covers only the main line, land grant and the equipment so far 
 as owned by the Company. 
 
 The proceeds of the lands applicable to the new bonds after the retirement of the General First 
 Mortgage Bonds (as provided below) will be applied, one-half, but not in any one year exceeding $500,000, 
 to the purchase of the Prior Lien 4 per cent. Bonds at not exceeding 1 10 per cent., and their cancellation, 
 and the remainder, under carefully guarded restrictions in the mortgage, will be used for betterments and 
 additions to the property pledged as security for the bonds. 
 
 Whenever these bonds cannot be purchased at the maximum price, the unapplied land proceeds 
 for that year will be used to purchase the General Lien 3 per cent. Bonds at not exceeding 100 per 
 cent, and their cancellation. 
 
 These bonds are to be appropriated approximately as follows : 
 
 To retire an equal amount of General First Mortgage Bonds $41,879,000 
 
 To provide for the conversion and, so far as necessary, for the Sinking Fund of the General 
 First Mortgage Bonds (any amount not so used to be added to the reserve for new 
 
 construction, etc.) 14,657,650 
 
 For the payment of Receivers' Certificates and Equipment Trust, and the conversion of 
 
 the Collateral Trust Notes and General Second Mortgage Bonds 40,040,350 
 
 Total present issue under the Plan $96,577,000 
 
 Reserved to provide at their maturity for an equal amount of Bonds of the St. Paul & 
 
 Northern Pacific Railroad Company 8,423,000 
 
 Estimated amount to be reserved for new construction, betterments, equipment, etc., under 
 
 carefully guarded restrictions in the mortgage, and to the extent of not exceeding 
 
 $1,500,000 per annum 25,000,000 
 
 Total authorized issue $130,000,000 
 
 * Bonds will be issued in the following denominations : Coupon Bonds of $500 and $1,000, with privilege of conversion into Regis- 
 tered Bonds of $1,000 and $10,000. 
 
 All interest will be payable quarterly, and both principal and interest will be payable in United States gold coin of the present 
 standard of weight and fineness, without deduction for any. taxes which the Railroad Company may be required to pay or retain therefrom. 
 
9 
 
 Second. GENERAL LlEN 150 YEAR 3 PER CENT. GOLD BONDS*, limited in amount to $60,000,000, 
 in addition to a reserve for the 100 year 4 per cent. Prior Lien Mortgage of $130,000,000. 
 
 These bonds are to be secured by a mortgage second i n lien to the Prior Lien Mortgage, and covering 
 the same property. 
 
 They are to be appropriated approximately as follows : 
 
 For the conversion of the General Third Mortgage Bonds, Dividend Certificates, and the 
 
 Consolidated Mortgage and Branch Line Bonds under the Plan $56,000,000 
 
 Estimated amount to be reserved under carefully guarded restrictions in the mortgage, for 
 
 new construction, betterments, equipment, etc 4,000,000 
 
 Total issue in excess of Prior Lien Bonds 60,000,000 
 
 Reserved to provide for the Prior Lien Bonds at their maturity in 100 years 130,000,000 
 
 Maximum amount of both Mortgages $190,000,000 
 
 Third. Preferred Stock, 4 per cent. Non-cumulative, limited in amount, under this Plan, 
 to not exceeding $75,000,000, which amount can be increased only with the consent of the Preferred and 
 Common Stockholders, as hereinafter set forth. All the Preferred Stock will be in shares of $100 each, 
 and will be registered and transferable, at the option of the holder, either in New York or at the Deutsche 
 Bank, Berlin. Dividends upon stock registered in Berlin may be collected there at the rate of 4.20 marks 
 per dollar. 
 
 Each share of this Preferred Stock will be entitled to non-cumulative dividends to the extent of 
 four per cent, per annum, payable quarterly out of surplus net earnings in each fiscal year before any divi- 
 dends for such year shall be paid on the Common Stock, and without deduction for any United States, 
 State or municipal taxes that the Railroad Company may at any time be required to pay or retain therefrom. 
 
 In any fiscal year in which four per cent, dividends shall have been declared on both preferred and 
 common stock, all shares, whether preferred or common, shall participate equally in any further dividends 
 for such year. 
 
 Provision will be made that after the termination of the Voting Trust hereinafter provided for, the 
 Preferred Stock is to have the right to elect a majority of the Board of Directors of the new Company 
 whenever for two successive quarterly periods the full and regular quarterly dividends upon the Preferred 
 Stock, at the rate of four per cent, per annum are not paid in cash. 
 
 The right will be reserved by the new Company to retire this stock, in whole or in part, at par, 
 from time to time, upon any first day of January during the next twenty years. 
 
 The Preferred Stock will be appropriated approximately as follows : 
 
 For conversion and adjustment of various Main Line and Branch Line Mortgage Bonds 
 
 and the defaulted interest thereon, and other purposes, as provided in the Plan. . . . $72,500,000 
 
 Estimated amount which may be used for reorganization purposes or may be available as a 
 
 Treasury asset of the new Company 2,500,000 
 
 $75,000,000 
 Fourth. Common Stock to the amount of not exceeding $80,000,000, in shares 
 
 of $100 each. 
 
 This stock will be appropriated approximately as follows : 
 
 For purposes of reorganization, as provided in the Plan $77,500,000 
 
 Estimated amount which may be used for reorganization purposes or may be available as a 
 
 Treasury asset of the new Company 2,500,000 
 
 $80,000,000 
 
 * Bonds will be issued in the following denominations : Coupon Bonds of $500 and $1,000, with privilege of conversion into Regis- 
 teredJBonds of $1,000 and $io,ooo. 
 
 All interest will be payable quarterly, and both principal and interest will be payable in United States gold coin of the present 
 standard of weight and fineness, without deduction for any taxes which the Railroad Company may be required to pay or retain therefrom. 
 
10 
 
 VOTING TRUST. 
 
 In furtherance of this independent reorganization and the administration of the property and of the 
 securities, both classes of stock of the new Company (except such number of shares as may be disposed of 
 to qualify directors) are to be vested in the following five Voting Trustees : J. Pierpont Morgan, Georg 
 Siemens, August Belmont, Johnston Livingston and Charles Lanier. 
 
 In the event of the death of any person designated as a Voting Trustee, prior to the creation of the 
 Voting Trust, the vacancy shall be filled as provided in the Reorganization Agreement hereunto annexed, 
 and which is comprised in and forms part of this Plan, with the same force and effect as though herein 
 set forth at length. The stock shall be held by the Voting Trustees and their successors, jointly (under 
 a trust agreement prescribing the powers and duties to be exercised by them, or by a majority of them, 
 and the method of filling vacancies), for five years, although the Voting Trustees, in their discretion, may 
 deliver the stock at any earlier date. Until delivery of stock is made by the Voting Trustees, they shall 
 issue Stock Trust certificates entitling the registered holders to receive, at the time therein provided, stock 
 certificates for the number of shares therein stated, and in the meanwhile to receive payments equal to 
 the dividends collected by the Voting Trustees upon a like number of shares, which shares, however, with 
 the voting power thereon, shall be vested in the Voting Trustees until the stock shall become deliverable, 
 as provided in such Trust Agreement and certificates of the Voting Trustees. 
 
 RESTRICTIONS AS TO ADDITIONAL MORTGAGE DEBT AND PREFERRED STOCK. 
 
 Provision is to be made that no additional mortgage shall be put upon the property to be acquired 
 hereunder, nor the amount of the Preferred Stock authorized under this Plan be increased, except, in each 
 instance, after obtaining the consent of the holders of a majority of the whole amount of the Preferred 
 Stock, given at a meeting of the Stockholders called for that purpose, and the consent of the holders 
 of a majority of such part of the Common Stock as shall be represented at such meeting, the holders of 
 each class of stock voting separately. During the existence of the Voting Trust, the consent of holders of 
 like amounts of the respective classes of beneficial certificates shall also be necessary for the purposes 
 indicated. 
 
11 
 
 ESTIMATE OF TOTAL NEW CAPITALIZATION,* 
 
 UNDER THE PLAN WHEN FULLY CARRIED OUT 
 
 (Exclusive of bonds and stock reserved for new construction, etc.) 
 
 Securities. 
 
 Prior Lien Bondst. . 
 General Lien Bonds. 
 
 Total Bonds. 
 
 Preferred Stock $72,500,000 
 
 Common Stock 77,500,000 
 
 Total Stock 
 
 Amount. 
 
 $105,000,000 
 56,000,000 
 
 161,000,000 
 
 I 50,000,000 
 
 Total Capitalization $31 1,000,000 
 
 Total Annual Charges prior to the Common Stock 
 
 Annual Interest 
 and Dividend. 
 
 $4,372,660 
 I,680,0O0 
 
 6,052,660 
 2,900,000 
 
 $8,952,660 
 
 t Including $8,423, 000 St. Paul and Northern Pacific Bonds. 
 
 ESTIMATE OF AMOUNT AND CHARGES PER MILE.* 
 
 Securities. 
 
 Amount po- 
 ntile. 
 
 Interest and Divi- 
 dend per mile. 
 
 Prior Lien Bonds. . . 
 General Lien Bonds , 
 
 Total Bonds, per mile. 
 
 Preferred Stock $15,404 
 
 Common Stock 16,467 
 
 Total Stock, per mile. 
 
 $22,310 
 11,899 
 
 34,209 
 
 31,871 
 
 Total Capital per mile $66,080 
 
 $929 
 357 
 
 1,286 
 616 
 
 Annual Charges per mile prior to Common Stock $1,902 
 
 * These calculations are based upon 4,706.44 miles, and are consequently subject to variation according to the actual mileage finally 
 embraced in the reorganization. 
 
12 
 
 APPLICATION OF SECURITIES. 
 
 The following details show the disposition to be made under the Plan of the securities of the new 
 Company. 
 
 As a consideration 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 new Company 
 shall deliver the new bonds and stock, excepting the new bonds to be reserved to take up such of the 
 existing securities as are not disturbed, and such final amounts as shall be reserved for the future use of 
 the new Company. 
 
 The requisite deliveries of the new securities to depositors and subscribers under the Plan will thus 
 
 be provided for. 
 
 GENERAL FIRST MORTGAGE BONDS. 
 
 Privilege of Conversion. 
 
 The present General First Mortgage Bonds mature in 192 1, but are redeemable by compulsory 
 drawings at any time at no per cent, from the proceeds of land sales or the fixed annual contribution 
 by the Company to the Sinking Fund. 
 
 These compulsory redemptions in the past have been a disturbing factor in all calculations for 
 investment purposes, and the inauguration of a new and vigorous policy for the sale of the lands may be 
 expected from this time forward greatly to increase the amount of such redemptions. 
 
 In some years these redemptions have required large contributions from the Operating Department, 
 to the extent even of the entire amount of the Sinking Fund, a sum which would provide for the annual 
 interest on about $19,000,000 of Prior Lien Bonds as now proposed. It is manifestly to the benefit of the 
 holders of General First Mortgage Bonds to secure an investment of longer continuance and it is also to 
 the benefit of all subsequent securities to diminish this unnecessarily large burden of annual fixed charge. 
 
 To relieve the bondholders from these calls for redemption, which prevent their bonds from reaching 
 the high price they would otherwise command, and to relieve the Company from the burden of the Sinking 
 Fund requirements, and permit the use of a portion of the proceeds of land sales for the benefit of the 
 property, 
 
 Holders of the General First Mortgage Bonds are now offered the privilege of converting or 
 exchanging their bonds for the new Prior Lien 100-year 4 per cent. Gold Bonds, at the rate of $1,000 old 
 bonds (coupon or registered) for $1,350 of new bonds. 
 
 To avail of this offer, holders must deposit their bonds as provided on page 7 hereof. 
 
 Bonds deposited for conversion under this privilege will be entitled to receive on April 1st next, a 
 cash payment of $30 per $1,000 bond so deposited in lieu of the six months' interest that would mature 
 July 1 next on such bond. The first coupon on the Prior Lien Bonds offered in exchange for General First 
 Mortgage Bonds will be payable October 1 next, and in case of any delay in the reorganization, payments 
 equal to the amount of such new coupons will be made on that date and quarterly thereafter until the 
 new bonds are delivered. These payments will, in the absence of other provision, be made by the Syn- 
 dicate, which will reimburse itself out of the present General First Mortgage coupons as collected. 
 
 The right is expressly reserved to modify these terms or to terminate the privilege at any time, and 
 without notice. 
 
 The old bonds now outstanding are at the rate of about $20,466 per mile. The Prior Lien Bonds, 
 including those reserved for the St. Paul and Northern Pacific Bonds (but not including those to be 
 reserved for new construction, etc.), will, on the basis of 4,706 miles, amount to about $22,310 per mile, 
 and will cover all the Equipment and the Branches and Terminals as proposed under the Plan. 
 
 It is not sought in any way to enforce a conversion of the present General First Mortgage Bonds, 
 and this offer is made solely upon the belief that on the terms proposed such conversion, while advan- 
 tageous to the Company, is also manifestly to the advantage of bondholders so converting. 
 
13 
 
 The fixed charges for interest and sinking funds on the present General First and Divisional 
 Mortgage Bonds are at the rate of $1,618 per mile per annum, while it is estimated that they will amount 
 to only $929 per mile per annum on the Prior Lien Bonds. 
 
 The advantage is obvious of a mortgage resting upon a complete and entire system, including Main 
 Line and all branches brought into the new Company, together with Terminals, Land Grant and Equip- 
 ment, and having over $200,000,000 of bond and share capital behind it, securing a gold bond run- 
 ning for one hundred years, as compared with a bond at all times liable to compulsory retirement, and 
 secured by only part of the system. 
 
 NORTHWEST EQUIPMENT COMPANY. 
 
 The shares deposited under the Plan to be purchased at par flat as of June 1, 1896, payable, with 
 interest from that date at 6 per cent, per annum, at any time, in the discretion of the Managers, on or 
 before completion of reorganization. 
 
 COLLATERAL TRUST NOTES. 
 
 Those deposited under the Plan to receive — 
 
 3 per cent, in cash May 1, 1896, and 4 per cent, in cash January I, 1897. 
 100 per cent, in Prior Lien 4 per cent. Bonds. 
 
 20 per cent, in Preferred Stock Trust Certificates. 
 
 GENERAL SECOND MORTGAGE BONDS. 
 
 Those deposited under the Plan to receive — 
 
 4 per cent, in cash within sixty days after the Plan has been declared operative. 
 118^ per cent, in Prior Lien 4 per cent. Bonds. 
 
 50 per cent, in Preferred Stock Trust Certificates. 
 
 GENERAL THIRD MORTGAGE BONDS. 
 
 Those deposited under the Plan to receive — 
 
 3 per cent, in cash within sixty days after the Plan has been declared operative. 
 \\% x /2 per cent, in General Lien 3 per cent. Bonds. 
 50 per cent, in Preferred Stock Trust Certificates. 
 
 DIVIDEND CERTIFICATES. 
 
 Those deposited under the Plan to receive — 
 
 3 per cent, in cash within sixty days after the Plan has been declared operative. 
 1 18 per cent, in General Lien 3 per cent. Bonds. 
 50 per cent, in Preferred Stock Trust Certificates. 
 
 CONSOLIDATED MORTGAGE BONDS. 
 
 Those deposited under the Plan to receive — 
 
 1 ^ per cent, in cash within sixty days after the Plan has been declared operative. 
 66yi per cent, in General Lien 3 per cent. Bonds. 
 62yi per cent, in Preferred Stock Trust Certificates. 
 
 Except as collected out of the coupons, the Managers will have a lien upon deposited securities for 
 cash advanced as above provided, after the Plan shall have been declared operative. 
 
14 
 
 Interest on all new Bonds to be delivered in exchange for old securities will, unless otherwise 
 stated, accrue from January I, 1897, and will be payable on or before completion of reorganization. 
 
 Equitable cash settlements will be made for fractional amounts of new bonds and stocks accruing to 
 depositors. 
 
 BRANCH ROAD BONDS. 
 
 Holders of the Bonds issued by the following Companies are requested to communicate with 
 Messrs. J. P. Morgan & Co., New York, or with the Deutsche Bank, Berlin, giving the amount of their 
 holdings, and stating whether held in Bonds or Certificates of Deposit : 
 
 Central Washington Railroad Company. 
 
 Cceur d'Alene Railway & Navigation Company. 
 
 Duluth & Manitoba Railroad Company (Minnesota Division). 
 
 Duluth & Manitoba Railroad Company (Dakota Division). 
 
 Helena & Red Mountain Railroad Company. 
 
 James River Valley Railroad Company. 
 
 Northern Pacific & Montana Railroad Company. 
 
 Northern Pacific & Manitoba Railway Company Terminal Bonds. 
 
 Seattle, Lake Shore & Eastern Railroad Company. 
 
 Spokane & Palouse Railway Company. 
 
 None of these Branch Roads (Seattle, Lake Shore & Eastern alone excepted) owns any consider- 
 able amount of equipment ; all require more or less expenditure for the restoration of their track, roadbed, 
 stations, etc., to proper condition; all are deficient in their rights of way; some have general traffic all the 
 year, while others are dependent mainly upon the special business of a few months annually ; and some earn 
 varying rates of interest upon their cost. 
 
 In order to deal equitably with the holders of these Branch Bonds, it is deemed necessary to consider 
 each case separately, and upon its own individual merits. 
 
 After hearing from a large proportion of each class of these bondholders, steps will be taken to 
 arrive at some fair basis of adjustment, for which General Lien 3 per cent. Bonds and new Preferred 
 Stock Trust Certificates have been reserved under this Plan. 
 
 PREFERRED STOCK. 
 
 Upon completion of the reorganization, the Reorganization Managers in behalf of the Syndicate 
 will deliver to each Depositor of one share ($100) of Preferred stock — 
 
 $50 in new Preferred Stock Trust Certificates, and 
 50 in new Common Stock Trust Certificates, 
 in consideration of his payment therefor of $10 per share, as provided on page 7 of this Plan. 
 
 COMMON STOCK. 
 
 Upon completion of the reorganization, the Reorganization Managers, in behalf of the Syndicate, 
 will deliver to the Depositor of each share ($100) of old Common Stock one share ($100) of new Common 
 Stock Trust Certificate, in consideration of his payment therefor of $15 per share, as provided on page 7 of 
 this Plan. 
 
15 
 
 In addition to the payment of all defaulted interest to January i, 1897, m casn and New Mortgage 
 Bonds, the holders of the three Main Line Mortgage Bonds in default will receive a considerable increase 
 of principal with the following annual income : 
 
 Old Securities. 
 
 Fixed Interest. 
 
 Income contingent 
 upon 
 
 
 
 Prior Lien 
 4 % Bonds. 
 
 General Lien 
 3 % Bonds. 
 
 Dividends on New 4 % 
 Preferred Stock. 
 
 Total income. 
 
 Amount. 
 
 Per cent. 
 
 Amount. 
 
 Per cent. 
 
 Amount. 
 
 Per cent. 
 
 Amount 
 
 New 
 
 Securities. 
 
 Per cent. 
 
 on Old 
 
 Securities. 
 
 $100 Seconds receive* 
 $100 Thirds receive*. 
 $100 Consols receive*. 
 
 $IOO 
 
 4.OO 
 
 $IOO 
 50 
 
 3.00 
 I.50 
 
 $50 OO 
 50 OO 
 62 50 
 
 2.00 
 2.00 
 2.SO 
 
 $150 OO 
 150 OO 
 
 112 SO 
 
 6.00 
 S-OO 
 4.OO 
 
 * In addition to amounts allowed for coupons. 
 
 The position of the holders of the Common Stock of the new Company in relation to fixed annual 
 charges for interest and sinking funds under the Plan, as compared with the position of the holders of the 
 Common Stock of the present Company, is as follows : 
 
 Fixed Charges and Preferred Dividends. 
 
 Old Company. 
 
 New Company. 
 
 Reductions. 
 
 Amount. 
 
 Per Cent. 
 
 Fixed annual charges prior to dividends 
 
 $10,905,690 
 2,819,064 
 
 $6,052,660 
 2,900,000 
 
 $4,853,030 
 80,936* 
 
 44-SO% 
 2.87%* 
 
 Required for annual dividends upon the 
 Preferred Stocks 
 
 
 Total fixed charges and dividends upon 
 the Preferred Stocks, prior to dividends 
 
 $13,724,754 
 
 $8,952,660 
 
 $4,772,094 
 
 34-77% 
 
 
 •Increase. 
 
 The compensation to be paid to Messrs. J. P. Morgan & Co. and the Deutsche Bank for their respective 
 services as Managers and as Depositaries of securities has been fixed at one-quarter {%%) of one per cent, 
 upon the par value of the securities deposited under the Plan and of the new securities issued in exchange 
 therefor, but not, in any event, to exceed $1,000,000 in all for such compensation to both parties. 
 
16 
 
 SYNDICATE. 
 
 A syndicate has been formed by Messrs. J. P. Morgan & Co., of New York, and the Deutsche Bank, 
 of Berlin, to the subscribed amount of $45,000,000, to provide the amounts of cash estimated as necessary 
 (1) to carry out the terms of the Plan of Reorganization, and (2) to furnish the new Company with Cash 
 working capital and with a sum estimated at $5,000,000 for early use in betterment and enlargement of its 
 property. 
 
 New York, March 16, 1896. 
 
17 
 
 MILEAGE OF THE NORTHERN PACIFIC SYSTEM. 
 
 Main Line 45-73% 2,152.35 miles. 
 
 Branches 54.27% . . . 2,554.09 miles. 
 
 Owned 100.00% 4,706.44 miles. 
 
 First, Second and Third Mortgages. Mileage. Total. 
 
 Main Line mileage 2, 1 36.46 
 
 Cokedale Spur 3.59 
 
 Carlton to Duluth, one-half of 24.60 12.30 
 
 2,152.35 
 
 Consolidated Mortgage. 
 
 A fourth lien on the above mileage and a first lien on the following mile- 
 age through the ownership of Bonds of the Branch Roads : 
 
 Little Falls & Dakota R. R 89.08 
 
 Northern Pacific, Fergus & Black Hills R. R 1 17.05 
 
 Fargo & South-Western R. R 87.41 
 
 Sanborn, Cooperstown & Turtle Mountain R. R 36.75 
 
 Jamestown & Northern R. R. Co 102.59 
 
 Northern Pacific, La Moure & Missouri River R. R 21.30 
 
 South-Eastern Dakota R. R 14.84 
 
 Jamestown & Northern Extension R. R 18.03 
 
 Helena & Jefferson County R.R. Co 20.58 
 
 Rocky Mountain R. R. of Montana 52.61 
 
 Spokane Falls & Idaho R. R 14-39 
 
 Clealum R. R 5-3° 
 
 Northern Pacific & Cascade R. R 17-37 
 
 Green River & Northern R. R 1 1.87 
 
 Tacoma, Orting & South-Eastern R. R 7-^5 
 
 Rocky Fork & Cooke City R. R 45-43 
 
 Northern Pacific & Puget Sound Shore R. R 43-°8 
 
 Duluth, Crookston & Northern R. R 44-5 « 
 
 United Railroads of Washington 1 8 1.93 
 
 Northern Pacific & Manitoba R. R 263.54 
 
 Spokane & Palouse R. R., Idaho Division 61.61 
 
 A proportionate first lien on the following mileage, based on 
 
 part ownership of the Bonds outstanding: 
 
 Central Washington R. R 108.54 
 
 Northern Pacific & Montana R. R 354-38 
 
 462.92 
 
 Proportion covered by Consolidated Mortgage 158.93 
 
 Total mileage covered by Consolidated Mortgage 1,41 5.85 
 
Branch Road Bonds owned by Public. 
 
 18 
 
 A first lien on the following mileage : 
 Proportion of- — 
 
 Central Washington R. R. ) , „„„ „„ 
 
 Northern Pacific :8c Montana R. R. \ aS above 3 ° 3 " 
 
 Spokane & Palouse R. R., in Washington 89.33 
 
 Cceur d'Alene Railway & Navigation Co 49-59 
 
 Helena & Red Mountain R. R 17.08 
 
 James River Valley R. R 63.75 
 
 Duluth & Manitoba R. R 205.77 
 
 Seattle, Lake Shore & Eastern R. R. Co 227.03 
 
 St. Paul & Northern Pacific R. R. Co 181.70 
 
 Total mileage owned 
 
 1,13824 
 4,706.44 
 
 Mileage not owned. 
 
 Operated by Trackage Rights : 
 Carlton to Duluth 
 
 12.30 
 
 Tracks and Terminals Rented. 
 
 St. Paul Union Depot .56 
 
 Great Northern Railway 12.12 
 
 Minneapolis Union Railway Co 2.60 
 
 Minn. & St. Louis Railway Co 1.62 
 
 Northern Pacific Terminal Co., of Oregon 1.32 
 
 St. Paul & Superior Short Line 2.37 
 
 Winnipeg Transfer 1.24 
 
 Total miles operated 
 
 34-13 
 
 4.740.57 
 
 The above system of the Northern Pacific Railroad is located as follows : 
 
 STA TE. 
 
 Miles of 
 Main Line. 
 
 Miles of 
 Branches. 
 
 Total Miles. 
 
 
 78.63 
 249.4O 
 
 376.93 
 
 786.68 
 
 84.06 
 
 537-97 
 38.68 
 
 498.76 
 484.02 
 49O.O8 
 IO5.64 
 712.05 
 
 263.54 
 
 78.63 
 
 748.16 
 
 86O.95 
 
 1,276.76 
 
 189.7O 
 
 1,250.02 
 
 38.68 
 
 263.54 
 
 
 North Dakota 
 
 
 
 Washington 
 
 Oregon 
 
 Manitoba 
 
 
 2,152.35 
 
 2,554.09 
 
 4,706.44 
 
 
19 
 
 BONDS 
 
 ISSUED OR GUARANTEED BY THE 
 
 NORTHERN PACIFIC RAILROAD COMPANY, 
 
 HELD BY THE PUBLIC, 
 
 JANUARY I, 1896. 
 
 TITLE OF BONDS. 
 
 Northern Pacific Railroad Company. 
 
 Missouri Division First Mortgage 
 
 Pend d'Oreille Division First Mortgage 
 
 General First Mortgage 
 
 General Second Mortgage Bonds 
 
 Receivers' Certificates 
 
 General Third Mortgage Bonds 
 
 Dividend Certificates 
 
 Consolidated Mortgage Bonds 
 
 Collateral Trust Notes 
 
 Northwest Equipment Company 
 
 Terminal Bonds. Principal and Interest guaranteed by the 
 
 Northern Pacific Railroad Company. 
 St. Paul & Northern Pacific Railway : 
 
 Prior Lien Bonds 
 
 General Mortgage Bonds 
 
 Northern Pacific Terminal Co. First Mortgage Bonds 
 
 Branch Road Bonds. Principal, Interest and Sinking Fund 
 guaranteed by the Northern Pacific Railroad Company. 
 
 Central Washington 
 
 Cceur d'Alene .' 
 
 Duluth & Manitoba (Minnesota) 
 
 Duluth & Manitoba (Dakota) 
 
 Helena & Red Mountain 
 
 James River Valley 
 
 Northern Pacific & Montana 
 
 Northern Pacific & Manitoba Terminal 
 
 Spokane & Palouse 
 
 Seattle, Lake Shore & Eastern 
 
 Total 
 
 Hate of 
 Interest. 
 
 6% 
 6% 
 
 6% 
 6% 
 5% 
 6% 
 7% 
 
 vo 
 6% 
 
 6% 
 6% 
 6% 
 6% 
 6% 
 6% 
 6% 
 
 5% 
 
 \o/ 
 
 
 
 Principal 
 Due. 
 
 1919 
 1919 
 1921 
 
 1933 
 1897 
 
 1937 
 I907 
 I989 
 I898 
 1898 
 
 I907 
 1923 
 1933 
 
 1938 
 1938 
 1936 
 1937 
 1937 
 1936 
 1938 
 1939 
 1936 
 1931 
 
 Amount 
 Outstanding. 
 
 $1,815,500 
 357,000 
 
 41,879,000 
 
 I9,2l6,000 
 4,900,000 
 
 I I,426,OO0 
 519,500 
 
 45,520,000 
 9,494,000 
 3,000,000 
 
 420,000 
 8,003,000 
 1,440,000* 
 
 1,750,000 
 
 1,238,000 
 
 1,650,000 
 
 1,451,000 
 
 400,000 
 
 963,000 
 
 5,381,000 
 
 650,000 
 
 1,766,000 
 
 5,558,000 
 
 $168,797,000 
 
 ' 40% of $3,600,000 issued. 
 
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23 
 
 REORGANIZATION AGREEMENT, 
 
 March i6th, 1896. 
 
 AN AGREEMENT, made this 16th day of March, 1896, between 
 
 Edward D. Adams, John C. Bullitt, Louis Fitzgerald, Charles H. Godfrey, John D. 
 Probst, James Stillman, Ernst Thalmann (hereinafter called the Reorganization Committee), parties 
 of the first part ; 
 
 The Mercantile Trust Company, party of the second part; 
 
 J. P. MORGAN & Co. (a copartnership), parties of the third part (hereinafter called the Managers) ; 
 
 Holders of Mortgage Bonds of the Northern Pacific Railroad Company (hereinafter 
 called the Railroad Company), HOLDERS OF CERTIFICATES OF THE MERCANTILE TRUST COMPANY FOR 
 General Second, General Third and Consolidated Mortgage Bonds, Holders of Collat- 
 eral Trust Notes and Dividend Certificates of the Railroad Company, and the Mortgage 
 Bonds of Various Branch Railroads hitherto known as Parts of the Northern Pacific 
 Railroad System, and Holders of the Preferred and Common Stock of the Northern 
 Pacific Railroad Company, who shall become parties to this agreement, of the fourth part (hereinafter 
 called Depositors) ; 
 
 THE DEUTSCHE BANK, OF BERLIN, in evidence of its active support of the reorganization and of its 
 acceptance of appointment as Depositary thereunder, party of the fifth part, and 
 
 August Belmont, Brayton Ives, George R. Sheldon and Charlemagne Tower, Jr., a 
 Committee in behalf of various interests in the Northern Pacific Railroad Company (hereinafter called the 
 Protective Committee), in evidence of their active support of the reorganization thereof according to the 
 Plan provided herein, as parties of the sixth part ; 
 
 Whereas, by an agreement dated February 19, 1894, known as the Bondholders' Agreement, the 
 parties of the first part were, by certain holders of the General Second, General Third and Consolidated 
 Mortgage Bonds of the Railroad Company, appointed a Committee for the reorganization of said Company; 
 and 
 
 Whereas, the Plan referred to in this agreement has been proposed by the Reorganization Committee 
 for the reorganization of the Railroad Company ; 
 
 Now, therefore, it mutually is agreed by and between the respective parties hereto as follows : 
 
 First. A printed copy of this agreement, signed by a majority of the members of the Reorganization Committee and of 
 the Protective Committee, and by the parties of the second and third parts hereto, and by or for the party of the fifth part, 
 shall be lodged with J. P. Morgan & Co., New York, and a duplicate, signed in like manner, shall be lodged with the Deutsche 
 Bank, of Berlin. Each of said copies shall be taken as a complete and original instrument, but both shall constitute but one 
 
24 
 
 agreement. 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, by the Depositaries or by the Committee or by the Managers, is intended, or 
 is to be accepted, as a representation or warranty, or as a condition of deposit or assent under the Plan and this agreement, 
 and no defect or error shall release any deposit under this Plan and agreement, or affect or release any assent thereto, except by 
 written consent of the Managers. 
 
 Holders of the Bonds, Collateral Trust Notes, Dividend Certificates, and of the Preferred and Common Stock of the 
 Railroad Company, and of the stock of the Northwest Equipment Company and of the mortgage bonds of various Branch 
 Railroads hitherto known as parts of the Northern Pacific Railroad system, or of any of them, may become parties to this Plan 
 and agreement by depositing their securities with the Depositaries upon the terms and conditions specified in the Plan and this 
 agreement, or hereafter defined, and within the periods which shall be fixed or limited by the Managers. 
 
 Such holders must in all cases deposit the certificates for their stock, or their bonds, or other securities, with such 
 transfers, assignments and powers of attorney as may be required by the Managers in order to vest in them, and to enable them 
 to transfer, the complete and absolute title to such stocks or bonds or other securities, and the Depositors agree respectively 
 at any time, on demand of the Managers, to execute any and all other transfers, assignments or writings required for vesting 
 the complete ownership of the bonds and stock deposited hereunder in the Managers, or their nominees. 
 
 All Depositors of securities (excepting Assenting Certificate holders as hereinafter designated) shall receive certificates of 
 deposit in form to be prescribed by the Managers, specifying the respective bonds or stocks deposited, and the holders of such 
 certificates of deposit shall be entitled (subject to any provisions contained in such certificates) to the rights and benefits, and 
 only to the rights and benefits, specified in the Plan and this agreement, as accruing to the holders of the bonds or stocks of 
 the class represented by such certificates respectively, 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 this agreement and entitled to have and exercise the rights of the original Depositor under the 
 certificate issued to him in respect of the securities therein mentioned. 
 
 The Plan and this agreement prepared and adopted by the Reorganization Committee in exercise of the power, and in 
 performance of the duty imposed upon said Reorganization Committee under the said Bondholders' Agreement of February 19, 
 1894, is in the form and contains the terms, powers and conditions which to the Committee seem equitable and fair; and in 
 accordance with the provisions of said Bondholders' Agreement, are now lodged at New York with the Farmers' Loan and 
 Trust Company and The Mercantile Trust Company; at Berlin, with the Deutsche Bank; and at London with the branch of 
 the Deutsche Bank, which has been appointed by said Reorganization Committee as agent therefor, and also with said Reorgan- 
 ization Committee at its office, No. 1 5 Broad Street, in the City of New York, at each of which places copies are left for distri- 
 bution to bondholders ; and a brief publication of the fact of the adoption and filing of such Plan of Reorganization will be 
 made for at least two weeks. in one or more daily newspapers published in the Cities of "New York, London and Berlin, and in 
 the absence of express dissent in writing, filed within twenty days after the expiration of such publication (in compliance with 
 the provisions of the Second Article of said Bondholders' Agreement), the assent to and ratification of the Plan and this agree- 
 ment shall be conclusively and finally assumed, conferred and given by each and every certificate holder not so expressly dis- 
 senting herefrom. But, nevertheless, the Managers, at their option, at any time, may by notice published in the manner here- 
 inafter provided in Article Twelfth hereof, exclude from the operation of the Plan and this agreement, and from any and all 
 interest thereunder, any and all bonds represented by any such certificate issued under such Bondholders' Agreement, unless 
 within the time and in the manner required in such public notice such certificate shall have been submitted to one of the 
 Depositaries hereunder for stamping, and by one of such Depositaries shall have been stamped as expressly assenting to the 
 Plan and this agreement. 
 
 Holders of General Second, General Third and Consolidated Mortgage bonds not already deposited under the Bond- 
 holders' Agreement of February 19, 1894, shall, by the delivery of their bonds to the Depositaries, be deemed to have 
 deposited their bonds under said Bondholders' Agreement, and for the bonds deposited will receive certificates of the Mercantile 
 Trust Company of New York, issued under that agreement, which may be stamped by one of the Depositaries as assenting to 
 the Plan and this agreement. 
 
 All bonds represented by any such certificate, the holder of which shall have acquiesced as above provided, unless 
 stamping of such certificates shall be required by the Managers, as above provided, and all bonds represented by any certificate 
 stamped as aforesaid, shall be subject to, and included within, the provisions of this Plan and agreement as fully and irrevocably 
 as though directly deposited hereunder, and the Managers shall irrevocably possess and from time to time may exercise all 
 rights of the holders of bonds represented by such certificates, subject to the terms thereof, including the right to abandon or 
 terminate the said former agreement and all further proceedings thereunder. 
 
 All such certificates so acquiescing or so stamped are herein designated "Assenting Certificates," and the holders thereof 
 are designated "Assenting Certificate Holders." 
 
 Such Certificates of Deposit and such Assenting Certificates and the interests represented thereby shall be transferable 
 only subject to the terms and conditions of the Plan and this agreement, and in such manner as the Managers shall approve ; 
 and upon such transfer, all rights of the Deposit or in respect of the deposited bonds or stock represented by such certificates, 
 together with all installments paid by the Depositors of such stock, or their transferees, and all rights under the Certificates of 
 Deposit or Assenting Certificates transferred, shall pass to the transferee, and the transferees and holders of such Certificates 
 of Deposit or of such Assenting Certificate 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 or of Assenting Certificates, shall 
 be embraced under the term "Depositors," whenever used herein. Each Certificate of Deposit or Assenting Certificate 
 may be treated by the Reorganization Committee, by the Managers and by the Depositaries 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 of the bond or stock in respect of which the same was issued, and neither the Depositaries nor the Reorganization 
 Committee nor the Managers shall be affected by any notice to the contrary. By accepting any such Certificate, or by pre- 
 senting any Mercantile Trust Company Certificate to be stamped hereunder, every recipient or holder thereof shall thereby 
 become party to the Plan and this Agreement with the same force and effect as though an actual subscriber hereto. The term 
 Depositor, as well as the term Assenting Certificate Holder, 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 
 
25 
 
 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 securities hereinbefore mentioned 
 unless, nor until, the same shall have been subjected to the control of the Managers and to the operation of the Plan and this 
 Agreement as herein provided. 
 
 The Depositaries shall receive the deposited stocks and bonds, and shall deliver the same to one or more Trust 
 Companies in the City of New York, and the same shall be held by them respectively subject to the order and control of the 
 Managers. 
 
 The Managers may, in their discretion, fix or limit the period or periods within which holders of bonds or stock, or other 
 securities, or any class thereof, may deposit their securities, and within which they or holders of Mercantile Trust Company 
 Certificates may become parties to the Plan and this agreement, and the periods within which the installments of cash pay- 
 able by depositing holders of Preferred and Common stock must be paid, and, in their discretion, either generally or in special 
 instances, may extend or renew the period or periods so fixed or limited, on such terms and conditions as they may see fit. 
 
 Holders of securities not deposited, or of the Mercantile Trust Company Certificates not becoming parties hereto, in the 
 manner herein provided, by stamping, if so required, 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 thereof, and shall acquire no 
 rights thereunder, except upon obtaining the express consent of the Managers, who may withhold or give such consent, in 
 their absolute discretion, and such terms and conditions as they may see fit. 
 
 The several installments of cash, payable by depositing stockholders as provided in the Plan and this agreement, must 
 be paid to the respective Depositaries, and must be receipted for by such Depositaries on the respective certificates of deposit 
 issued for such stock. The depositing stockholders agree that all such installments of cash may be used, at any time, by the 
 Managers, for any of the purposes of the Plan and this agreement. Depositors of stock and holders of certificates of deposit for 
 deposited stock respectively agree that prompt payment of the several installments of cash payable by them respectively on the 
 terms of the Plan and this agreement is an essential condition to their acquisition of new stock by purchase under the Plan and 
 this agreement, and that any depositor or any holder of a certificate of deposit for stock who shall fail to make prompt pay- 
 ment of any installment of cash payable as provided in the Plan within the periods fixed or limited by the Managers for such 
 payment shall forthwith and without further or other notice or action cease to have any rights, or to be entitled to any benefits 
 hereunder, and in every such case the deposited stock and any cash paid as above provided prior to the date of such default 
 shall vest in and belong to the Managers, and may be used for any of the requirements of carrying out the Plan and this 
 agreement, and that no such defaulting Depositor or Certificate Holder shall be entitled to the return or repayment thereof or 
 to have any further interest or rights in respect thereof. The Managers, however, in their discretion, may waive any such 
 default and accept payment of overdue installments due from any Depositor at any time before final settlement of accounts with 
 the syndicate. 
 
 The Managers may, in their discretion, for the purpose of carrying out the Plan and this agreement, call in for deposit 
 any of the undisturbed Main Line bonds mentioned in the Plan, and may cause any mortgage securing the same to be foreclosed, 
 and may cause other similar bonds having similar security, or the Prior Lien Bonds reserved therefor under the Plan, to be 
 issued in exchange for such bonds. 
 
 Second. The Depositors and Assenting Certificate holders hereby irrevocably request the Managers to endeavor to carry 
 into practical operation the Plan and this 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 for the best interests of the Depositors and Assenting 
 Certificate holders or of the properties finally embraced in the Reorganization. Each and every Depositor and Assenting 
 Certificate holder, for himself and not for any other, does hereby sell, assign, transfer and set over to the Managers as 
 copartners, and to the survivor and survivors of them and to their successors, each and every bond, share of stock, security or 
 obligation or evidence thereof deposited hereunder, or represented by an Assenting Certificate, and every Depositor and 
 Assenting Certificate holder hereby agrees that the Managers shall be and they are hereby vested with all the rights and powers 
 of owners of the stock, bonds, securities and obligations deposited hereunder, or represented by such Assenting Certificates, 
 including the right to transfer the same into their own name, as a copartnership and as Managers, or into the name of any other 
 person or persons whom they may select ; and (without limiting the foregoing provision) it is hereby declared that 
 the Managers shall be fully authorized to vote thereon at any meeting of stockholders or bondholders or creditors ; to 
 use every such stock, bond, receipt, security or obligation as fully and to the same extent as the owner or holder there- 
 of; to declare due the principal of any bond or other obligation deposited 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 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 the substitution of other trustees, or to take any other steps in respect of any trust, contract or lease or 
 under any provision thereof; to purchase at any time or times, at such prices as they shall deem proper, or to pay, 
 compromise or settle with the holders of any coupons, notes or other indebtedness or obligations of any of the Railroad 
 Companies, or any Receiver's certificates or obligations issued or which may be issued or incurred by the Receivers thereof, 
 and to apply for that purpose any moneys received from the sale of trust certificates for stock in the new Company or 
 which may otherwise be received or raised by the Reorganization Committee or by them ; to borrow money for any of 
 the purposes of this agreement, and to charge or pledge any deposited securities, property purchased, or new securities to 
 be issued, for the payment of any moneys borrowed ; to give all bonds of indemnity or other bonds, and to charge therewith 
 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 receiv- 
 ership and the delivery of any property to its owners ; to settle any litigation now or at any time existing or threatened in whole 
 or in part, 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 consummation of the Plan; to do whatever, in the judgment of the Managers, may be necessary to 
 promote or to procure the sale as an entirety or the joint or separate sales of any lands, grants of lands, property or franchise 
 herein concerned, wherever situated ; to adjourn any sale of any property or franchise, or of any portion or lot thereof at 
 discretion ; 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 security, or by the 
 bonds represented by any Assenting Certificate, including or excluding any particular rolling stock, or other property, real or 
 
26 
 
 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 embraced 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 Railroad Company has any interest of any kind whatever, direct or indirect. The 
 amount to be bid or paid by the 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 Managers may receive out of the proceeds of such sale or otherwise 
 any dividend in any form accruing on any securities held by them. 
 
 Third. The 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 such consolidations, leases, sales or other arrangements, and may 
 make or cause to be made such conveyances or transfers of any properties or securities acquired by them, and may take such 
 other proceedings as they may deem proper for the purpose of creating the new securities provided for in this Plan and 
 agreement and for carrying out all or any of the provisions thereof. Said Managers shall further be authorized to receive and 
 dispose of, in accordance with any of the provisions of this Plan and agreement, the new securities to be created, and said 
 Managers 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 Voting Trustees or to the Depositors and Assenting Security holders, who 
 shall be entitled to receive the same. 
 
 Fourth. The Managers may construe the Plan and this agreement ; and their construction thereof or action thereunder, 
 in good faith, shall be final and conclusive. They may supply any defect or omission, or reconcile any inconsistency in such 
 manner and to such 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 parties interested in the 
 Railroad Company shall have been obtained to warrant them in carrying the same or any part into effect, and they shall have 
 power, whenever they shall deem proper, to abandon or to alter, modify or depart from, the Plan of Reorganization or any part 
 thereof. They may at any time or times, after any such partial abandonment, restore to the Plan any abandoned part or parts 
 thereof, and may seek to carry the same into effect, as fully as if such part or parts had not been abandoned. They may also 
 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 the Depositaries, and 
 notice of the fact of such filing shall be given as hereafter provided in Article Twelfth ; and within two weeks after final 
 publication all holders of the outstanding Certificates for such particular class or classes of securities affected thereby may 
 surrender their respective Certificates therefor and withdraw securities of such particular class or classes, or the proceeds thereof, 
 or substitutes therefor then under the control of the Managers, to the amount indicated in such Certificates, and all Assenting 
 Certificate holders may require cancellation of their assent and release herefrom of the securities represented by their Assenting 
 Certificates, provided, however, that in every case of withdrawal or cancellation the Certificate Holders or the Assenting 
 Certificate Holders shall respectively make payment of their shares of the expenses of the Reorganization Committee and of 
 the Managers as apportioned by the latter. Every Depositor of securities not so surrendering and withdrawing, and every 
 Assenting Certificate Holder not withdrawing his assent, 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 Managers shall be part of 
 the Plan and this agreement ; and all provisions and references concerning the Plan shall apply to the Plan so changed or 
 modified. In case the Managers shall finally abandon the entire Plan, the stocks and bonds deposited hereunder, or their pro- 
 ceeds, or any stocks, bonds, securities or claims or representatives thereof, then under the control of the Managers, shall be 
 delivered to the several Depositors in amounts representing their respective interests upon surrender of their respective Cer- 
 tificates and payment of such actual expenses as shall have been incurred by the Reorganization Committee and Managers, 
 which latter shall have power to determine and to apportion upon the several classes of securities deposited hereunder the 
 share of expense to be borne by each security. In case of such abandonment, in like manner, and upon like payment of 
 expenses, any assent of the Assenting Certificate holders shall be released by the Managers, and until so released the General 
 Second, General Third and Consolidated Mortgage bonds represented by the Assenting Certificates shall be subject to their 
 ratable share of such expense. 
 
 In any such case, any moneys paid by the depositing stockholders, or any coupons, receiver's certificates or other obliga- 
 tions, claims or property acquired therewith, or the proceeds thereof when received, remaining after deducting therefrom the 
 share of the expenses incurred by the Managers under this agreement apportioned upon such depositing stockholders, shall 
 be equitably distributed or adjusted among the respective holders of Certificates of Deposit therefor; but the depositing stock- 
 holders, or holders of such Certificates of Deposit, shall have no claim for the repayment of any such moneys, except to the 
 extent of their ratable shares of such moneys, or their proceeds, remaining in the hands of the Managers after payment of such 
 expenses. 
 
 In every such case of withdrawal, any cash paid or advanced, as provided in the Plan, to depositors of bonds, notes or 
 dividend certificates or Certificates of Deposit therefor or Assenting Certificates, and any interest paid or advanced to holders of 
 Certificates of Deposit or Assenting Certificates in respect of deposited bonds, notes, or dividend certificates represented by such 
 Certificates of Deposit or Assenting Certificates, or in respect of the new bonds to be issued in exchange therefor under the 
 Plan, must be repaid by the holders of such Certificates before the deposited bonds, notes, or dividend certificates represented 
 by such Certificates of Deposit or Assenting Certificates shall be surrendered in exchange therefor; but any interest collected 
 by the Managers on deposited securities will in such case of withdrawal be accounted for by the Managers to the holders of the 
 Certificates of Deposit for such securities or of Assenting Certificates. 
 
 Fifth. The Managers may proceed under the Plan and this agreement or any part thereof with or without foreclosure, 
 and in case of foreclosure may exercise any power, either before or after foreclosure sale; and in every case all the provisions of 
 the Plan and this agreement shall equally apply 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 thereunder any 
 such property, and any security representing such property, may be treated or accepted by the Managers as substantially 
 identical. In case any separate Plan shall, in the opinion of the Managers, become necessary or expedient to effect the reor- 
 ganization of any subordinate or other company, the Managers may promote and participate in any such reorganization and 
 may deposit thereunder any securities thereby affected. 
 
 In case of any claim, lien or obligation not herein fully provided for and affecting the Railroad Company, or any 
 property or franchises thereof, the Managers may from time to time (subject, however, to Article Sixth hereof) 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 be thereby increased. 
 
 Any action contemplated in the Plan and this agreement to be performed on or after completion and reorganization may 
 be taken by the Managers at any time when they shall deem the reorganization advanced sufficiently to justify such course, and 
 the Managers as they may deem necessary may defer the performance of any provision of the Plan and this agreement, or may 
 commit such performance to the new Company. 
 
 They may also in their discretion set apart and hold in trust, or place in trust with any trust company, any part of the 
 new securities to be issued and 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 this agreement. 
 
 Sixth. The Managers may from time to time make contracts with any person, syndicate or corporation for the purpose 
 of carrying this agreement into effect and by loan, guaranty, or by the sale of the new securities to be created, or otherwise, on 
 such terms, conditions and rates as said Managers may deem proper ; may obtain any moneys required to carry out the Plan 
 and this agreement, including such sums as the Managers may deem expedient to provide for the uses of the new Company ; 
 and for the performance of any contract said Managers may charge the deposited securities and the new securities to 
 be issued and may pledge the same for the payment of any moneys borrowed and interest thereon, and other performance 
 of any other obligations incurred under the powers herein conferred. The Managers may employ counsel, agents and all 
 necessary assistance, and may incur and discharge any and all expenses by them deemed reasonable for the purposes of this 
 agreement. They may prescribe the form of all securities and of all instruments at any time to be issued or entered into. They 
 may create and provide for all necessary trusts, and may nominate and appoint trustees thereunder, excepting that the 
 Reorganization Committee shall make any appointment in lieu of, or in succession to, Georg Siemens, and that the Pro- 
 tective Committee shall make any appointment in lieu of, or in succession to, August Belmont, prior to the actual reception of 
 stock by the Voting Trustees. They may, at public or private sale, or otherwise, dispose of any bonds and Trust Certificates 
 for stock of the new Company left in their hands because of any failure to make deposits hereunder. In so disposing of any 
 such new securities thus left on their hands, they may use the same or the proceeds thereof for the purpose of carrying out the 
 reorganization 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 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 Managers, shall act as a copartnership, and in case of any change in said firm, 
 the firm of J. P. Morgan & Co., as from time to time constituted, shall continue as Managers, with all the powers, rights and 
 title vested in the Managers hereunder. Neither the Committees nor the Managers nor the Depositaries 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 Managers, however, undertaking in good faith to endeavor to execute the same. No 
 member of the Reorganization Committee, nor any Depositary, nor the Managers, 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 neglect ; and no member of the Reorganization Committee 
 shall in any case be personally liable for the act or omission of any other member, nor for the acts of any Depositary or of the 
 Managers, nor shall any Depositary or the Managers be personally liable for the acts or defaults of the Reorganization Com- 
 mittee, or of any other Depositary, or of any Trust Company. The Managers may act through any committees or agents, and 
 may delegate any authority, as well as discretion, 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 Managers shall be entitled to the 
 compensation stated in the Plan. Any member of the Managers or Depositaries, or any member of either Committee, 
 at any time, may be a Voting Trustee, and may be or become pecuniarily interested in any contracts, property or matters 
 which this agreement concerns, including participation in or under any syndicate agreement, whether or not mentioned in the 
 Plan. Any direction given by the Managers shall be full and sufficient authority for any action of the Depositaries or of any 
 Trust Company or of any other custodian or of any committee or agent. 
 
 The Reorganization Committee shall be entitled to reasonable compensation. It may discharge any and all reasonable 
 expenses by it incurred for any of the purposes of this agreement or of the agreement of February 19, 1894. Its accounts shall 
 be filed with the Board of Directors of the new Company, and the same, as filed, shall be final, binding and conclusive upon 
 all parties having any interest therein. The compensation of the said Reorganization and the Protective Committee and their 
 expenses shall be paid as part of the expenses of the reorganization. 
 
 Eighth. The Managers may negotiate and contract with any and all companies or persons for obtaining or granting 
 running powers, terminal facilities, exchanges of property, or any other convenience which they may deem necessary or 
 desirable to obtain or to grant, and may make contracts therefor binding upon such new company, and generally may ratify 
 and make such purchases, contracts, stipulations or arrangements as will in their opinion operate directly or indirectly to aid in 
 the preservation, improvement, development or protection of any property now constituting the Northern Pacific System, of 
 which the Railroad Company or any subordinate company has contracted to acquire, or to prevent or avoid opposition to or 
 interference with the successful execution hereof. 
 
 Ninth. The accounts of the 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 
 
28 
 
 approved by such Board of Directors, shall be final, binding and conclusive upon all parties having any interest therein, and 
 thereupon the Managers shall be discharged. The acceptance of new securities by any Depositor or any Assenting Certificate 
 holder shall estop such acceptor from questioning the conformity of such securities in any particular to any provisions of the 
 Plan ; and the acceptance of new securities by the holders of a majority in amount of the Certificates of Deposit and Assenting 
 Certificates for any class of securities shall in each case respectively estop all holders of Certificates of Deposit and Assenting 
 Certificates for securities of that class. 
 
 Tenth. The enumeration of specific powers hereby conferred shall not be construed to limit or to restrict general 
 powers herein conferred or intended so to be ; and it is hereby distinctly declared that it is intended to confer on the Managers, 
 and each Depositor hereunder and each Assenting Certificate holder hereby confers on the Managers, in respect of all securities 
 deposited or to be deposited, or securities represented by Assenting Certificates, 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 
 this agreement in any respect, 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 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 Managers. 
 
 The bonds and other obligations deposited under the Plan and this agreement, or represented by Assenting Certificates, 
 and all Receivers' certificates, coupons and claims purchased or otherwise acquired under this agreement, shall remain in full 
 force and effect for all purposes, and shall not be deemed satisfied, released or discharged by any delivery of new securities ; and 
 no legal right or lien shall be deemed released or waived, but said bonds and other claims, and 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 Managers or by the new Company or by any or other assign of the Managers until paid or satisfied in full or expressly released. 
 Neither the Managers nor any bondholders or creditors of the Railroad 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 other creditors of such Com- 
 pany, and all such liens, rights or claims shall vest unimpaired in the Managers and in the new Company, or its assigns, sever- 
 ally and respectively ; and any purchase or purchases by or on behalf of the Managers, or the new Company, under any decree 
 for the enforcement of any such lien, right or claim shall vest the property purchased in the Managers or the new Company 
 free from all interest or claim on the part of any such stockholders, 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 or 
 Assenting Certificates hereunder) is created by the Plan and this agreement, or is assumed hereunder or by or for any new 
 Company n favor of any bondholder, or any other creditor, or of any holder of any claim whatsoever against the Railroad Com- 
 pany, 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 or otherwise), with respect to any securities deposited under this agreement or any moneys paid to, 
 or received by Managers or by the Committee or Depositaries hereunder or with respect to any property 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. 
 
 Eleventh. All moneys paid under or with reference to the Plan and this agreement shall be paid over by the Deposi- 
 taries to the Managers, who shall as Bankers hold the same subject to application for any of the purposes of the Plan and this 
 agreement as may be most convenient, and as from time to time may be determined by the 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 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 for 
 any such obligation, may be acquired or extinguished or held by the 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 this agreement contained is 
 intended to constitute, nor shall it constitute, any liability or trust in favor or in respect of any such obligation. 
 
 Twelfth. All calls for the presentation of Certificates for stamping, for the deposit of bonds and stocks, for the payment 
 to be made by depositing stockholders or for the surrender of Certificates ; all notices fixing or limiting any period for the 
 deposit of securities or for such payments, or for the presentation of Certificates for stamping, and all other calls or notices here- 
 under, except when otherwise provided, shall be inserted in the New York Times and the New York Tribune, or in two other 
 daily papers of general circulation published in the City of New York ; in the London Times and News, or in two other daily 
 papers of general circulation published in the City of London ; and in two daily papers of general circulation published in the 
 City of Berlin ; 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 Managers or by the Deutsche Bank, shall be taken and 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 publication shall be 
 the only notice required to be given under any provision of this plan and agreement ; and all German translations of the Plan 
 and this agreement and of any call or notice thereunder shall be made under the direction or with the approval of the Deutsche 
 Bank, and when so made shall be sufficient for publication in Germany ; but, in case of any discrepancy between such transla- 
 tion and the English original, the latter shall control, and, notwithstanding such discrepancy, shall bind all parties in interest. 
 When a call or notice shall have been advertised as above specified in New York, or in London, or in Berlin, publication shall 
 be complete as regards all holders of certificates of deposit and assented receipts issued or stamped by the Depositaries in the 
 City in which such publication shall have been made, and no further publication shall be required in such city. 
 
 Thirteenth. The Plan and this agreement shall bind and benefit the several parties, including the Depositors hereunder, 
 their and each of their survivors, heirs, executors, administrators, successors and assigns. 
 
 Fourteenth. In order fully to subject to every provision of the Plan and this agreement, all General Second, General Third 
 and Consolidated Mortgage Bonds now or hereafter represented by Assenting Certificates of the Mercantile Trust Company, and 
 to obtain therefor all benefits hereunder, the Mercantile Trust Company of New York becomes a party hereto, and each Assent- 
 ing Certificate holder hereby confers upon it full power and authority, either with or without the termination of the said Bond- 
 
29 
 
 holders' Agreement of February 19, 1894, to hold subject to the Plan and this agreement and to deliver to the Managers or 
 upon their order, the bonds represented by any such Assenting Certificate, and full power and authority from time to time 
 thereafter to make, execute and perform (such power and authority by it to be exercised when requested by the Managers) such 
 further or other instruments, agreements and transfers as may be required hereunder in respect of any bonds represented by any 
 such Assenting Certificates. 
 
 In witness whereof, a majority of the Reorganization Committee, the Managers, The Mercantile Trust Company of 
 New York, the Deutsche Bank and the Protective Committee have caused these presents to be duly executed, and all other 
 parties hereto have deposited securities or, as above set forth, have assented hereto in respect of certificates of the Mercantile 
 Trust Company. 
 
 EDWARD D. ADAMS, 
 JOHN C. BULLITT, 
 LOUIS FITZGERALD, 
 CHARLES H. GODFREY, 
 JOHN D. PROBST, 
 JAMES STILLMAN, 
 ERNST THALMANN. 
 
 THE MERCANTILE TRUST COMPANY, 
 
 by Louis Fitzgerald, President. 
 
 J. P. MORGAN & CO. 
 
 DEUTSCHE BANK, 
 
 by Edward D. Adams. 
 
 AUGUST BELMONT, 
 BRAYTON IVES, 
 GEORGE R. SHELDON, 
 CHARLEMAGNE TOWER, Jr. 
 
14 DAY USE 
 
 RETURN TO DESK FROM WHICH BORROWED 
 
 LOAN DEPT. 
 
 RENEWALS ONLY— TEL. NO. 642-3405 
 
 This book is due on the last date stamped below, or 
 
 on the date to which renewed. 
 
 Renewed books are subject to immediate recall. 
 
 LD 21A-40m-2,'69 
 (J6057sl0)476 — A-32 
 
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