eightieths of the par amount of such common stock owned of record by such stockholder. After the sale and delivery to the Trust Company of such of said certificates as shall not have been purchased by the stockholders of the Northern Pacific Railway Company, the Trust Company will give to every holder of common stock of said company registered at the closing of the transfer books on December 10, 1901 (other than holders of common stock who previously shall have purchased or shall have had suitable opportunity to purchase a ratable share of such certificates as aforesaid), suitable opportunity, not later than March 1, 1902, to receive on demand, through or from the Trust Company, upon payment to the Trust Company of the price hereinafter stated, an amount of such certificates (subject to adjustment as aforesaid) equal to seventy-five eightieths of the par amount of such common stock owned of record by such stockholder (or a like amount of common stock received upon conversion of such certificates if theretofore converted). The price payable for all such certificates sold under this article on or before January 1, 1902, shall be a sum equal to the principal thereof. The price payable for all such certificates sold and delivered under this article after January 1, 1902, shall be a sum equal to the principal thereof, and the interest accrued thereon. The price payable for any stock received upon conversion of such certificates shall be the same as the price which would have been payable for a corresponding amount of such certificates. Under the provisions of this article every such holder of common stock shall only be given the opportunity to purchase, either from the Trust Company or from the Northern Pacific Railway Company, such amount of such certificates (or stock) as in the aggregate shall be equal to seventy-five eightieths of the par amount of the common stock owned of record by such stockholder at the closing of the transfer books on December 10, 1901. ARTICLE IV. In case the Northern Pacific Railway Company shall fail to sell and to deliver such certificates to the Trust Company at the times and in the manner herein provided, or shall fail to comply with its agreements herein contained, or in case the Northern Pacific Railway Company shall fail to issue its common stock in exchange for all certificates delivered hereunder to the Trust Company when and as demand therefor shall be made by the Trust Company or other holder, then and in any such case the Trust Company, at its option, by notice delivered at the office of the Northern Pacific Railway Company in the city of New York may forthwith rescind this agreement, and thereupon the Northern Pacific Railway Company, upon surrender to it of any of such certificates, shall be bound to repay to the Trust Company or other holder the price paid for such certificates hereunder, with proper allowance of interest. This agreement shall be deemed strictly inter partes, and shall not give any rights to any person or corporation except the Trust Company and the Northern Pacific Railway Company, except as provided in the certificates themselves. In witness whereof the parties hereunto have caused these presents to be signed by their officers duly authorized the day and year first above written. NORTHERN PACIFIC RAILWAY COMPANY, By THE STANDARD TRUST COMPANY OF NEW YORK, By APPENDIX 5. NORTHERN PACIFIC RAILWAY COMPANY, DIREC- At a meeting of the board of directors held pursuant to due notice at the office of the company, No. 49, Wall street, New York City, on Wednesday, November 13, 1901, at 2 o'clock p. m., there were present the following newly elected directors (constituting a quorum) viz: Messrs. Baker, Harriman, Hill, Ives, James, Kennedy, Lamont, Mellen, Rea, Rockefeller, Steele, Stillman, Thomas, Twombly. On motion Mr. Ives was chosen to act as chairman. He thereupon took the chair and announced the meeting ready for organization. The secretary then submitted the report of the inspectors of election showing that at the annual meeting of stockholders held on October 1, 1901, the following were elected directors for the ensuing year, to wit: Robert Bacon, George F. Baker, Edward H. Harriman, James J. Hill, Brayton Ives, D. Willis James, John S. Kennedy, Daniel S. Lamont, Charles S. Mellen, Samuel Rea, William Rockefeller, Charles Steele, James Stillman, Eben B. Thomas, Hamilton McK. Twombly. The directors then proceeded to the election of officers. On motion, it was Resolved, That the secretary be, and hereby he is, directed to cast a ballot in favor of the election of the following-named persons to serve as officers of this company for the ensuing year, towit: For president, Charles S. Mellen. For vice-president, Daniel S. Lamont. Vor M For comptroller, Henry A. Gray. For treasurer, Charles A. Clark. For secretary and assistant treasurer, George H. Earl. For assistant secretary, Richard H. Relf. For general counsel in New York, Francis Lynde Stetson. For general counsel in Saint Paul, Charles W. Bunn. The secretary cast the ballot as directed, and the chairman announced that the above-named persons were duly elected to the offices set opposite their names, respectively. Mr. Ives then resigned the chair in favor of Mr. Mellen. The resignation of Mr. Robert Bacon as a director of this company was presented, and, on motion, the same was accepted. Mr. Samuel Spencer was nominated as a director to fill the vacancy caused by the resignation of Mr. Bacon, and on motion, the secretary was directed to cast a ballot in favor of the election of Mr. Spencer. This was done, and the chairman announced that Mr. Samuel Spencer had been duly elected a director of this company to fill the existing vacancy. On motion of Mr. Steele, it was Resolved, That the following directors be, and hereby they are, appointed as the executive committee of this company, viz: Messrs. Baker, Harriman, Hill, Kennedy, Spencer, and the president, or in his absence, the vice-president, exofficio. The following preamble and resolutions, offered by Mr. Kennedy and seconded by Mr. Baker, were unanimously adopted: Whereas, under and pursuant to an agreement dated July 13, 1896, the Northern Pacific Railway Company did acquire from Messrs. J. P. Morgan & Co., a copartnership in the city of New York (in said agreement called the Reorganization Managers), certain stocks, bonds, and other property representing the system formerly of the Northern Pacific Railroad Company, and in consideration of such agreement and transfer did issue and deliver to the Reorganization Managers certificates for 750,000 shares of its fully paid and nonassessable preferred stock and 800,000 shares of its fully paid and nonassessable common stock of the character described in a certain plan and agreement for the reorganization of the Northern Pacific Railroad System, dated March 16, 1896; and, furthermore, did agree at all times and in all ways and particulars to cooperate with the Reorganization Managers and assist them in carrying into effect and in accomplishing the purposes of the said plan and agreement of reorganization; and Whereas in and by the said plan and agreement of reorganization it was expressly provided that the right would be reserved by the new company (being the Northern Pacific Railway Company) to retire this preferred stock in whole or in part at par from time to time upon any first day of January during the twenty years succeeding the date of said reorganization agreement; it being the purpose and the intent of the said agreement that the ultimate control of the new company should be held and be exercised by the holders of the common stock, and that the preferred stock should as soon as practicable be liquidated and be paid off in cash at par; and Whereas upon the first day of July, 1896, at a meeting of the stockholders of the Northern Pacific Railway Company, each and every stockholder being present and voting in favor thereof, a resolution was duly adopted providing for the issue of $80,000,000 of common stock and of $75,000,000 of preferred stock of the Northern Pacific Railway Company, and expressly prescribing that such preferred stock should be issued upon the condition that at its option the company might retire the same in whole or in part at par, from time to time upon any first day of January prior to 1917; and Whereas at a meeting of the directors of the Northern Pacific Railway Company, duly held on the 8th day of July, 1896, a form of certificate for the preferred stock of the company, with the conditions and regulations to be incorporated therein or endorsed thereon, was duly adopted by the unanimous vote of the board of directors of the Northern Pacific Railway Company, including the following provision: "The company shall have the right, at its option, and in such manner as it shall determine, to retire the preferred stock in whole or in part, at par, from time to time on any first day of January prior to 1917;" and Whereas at a meeting of the stockholders of the Northern Pacific Railway Company, duly held upon July 13, 1896, the said resolution of the board of directors adopting the said form |