APPENDIX 3.

FORM OF CERTIFICATE OF NORTHERN PACIFIC RAILWAY COMPANY PREFERRED STOCK. ....

is the owner of ten fully paid

This is to certify that and nonassessable shares, of the par value of one hundred dollars each in the preferred capital stock of the Northern Pacific Railway Company, transferable only in person, or by attorney, upon the books of the company, at the office of its transfer agents in the city of New York, upon surrender of this certificate. The holders of the preferred stock of the company shall be entitled to noncumulative dividends for each fiscal year, when and as declared by the board of directors of the company, to the extent of four per cent per annum, payable quarterly on the first days of March, June, September, and December, out of any surplus net profits of the company, as determined by said board, before any dividends shall be declared or paid for or in such fiscal year on the common stock, and without deduction for any tax or taxes imposed by the United States or by any state or municipality thereof that the railway company may at any time be required to pay or to retain therefrom. Dividends on the common stock may be declared and paid out of any surplus net profits remaining from any previous fiscal year or years, for which the full dividends at the rate of four per cent per annum shall have been paid on the preferred stock; but after dividends to the extent of four per cent shall have been declared for any one fiscal year on all the stock of the company (common as well as preferred), any

further dividends for that fiscal year shall be declared only for the equal ratable benefit of all the stock, whether preferred or common. No dividends shall be paid on the common stock out of surplus net profits of any year for which the full dividends shall not have been paid on the preferred stock. Whenever the full and regular quarterly dividends for two successive quarterly periods after July 1st, 1897, on the preferred stock at the rate of four per cent per annum shall not have been paid in cash, then and in that event at the next annual meeting such number, and only such number, of directors as will constitute a majority of the whole board shall be elected by a separate ballot by the holders of the preferred stock present or represented at such meeting, and the remainder of the board shall be elected by a separate ballot by the holders of the common stock present or represented at such meeting, in every case each share to be entitled to one vote. The company shall not put a mortage upon its property formerly embraced in the system of the Northern Pacific Railroad Company, nor shall the amount of the preferred stock be increased except after obtaining in each instance 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. 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, upon any first day of January prior to 1917.

All dividends declared on the preferred stock registered in Berlin will be payable there at the rate of 4.20 marks per dollar. This certificate is not valid unless duly registered by the registrar of transfers of the company in the city of New York.

Witness the signatures of the president or one of the vicepresidents of said company, and of J. P. Morgan & Co., its transfer agents in the city of New York.

New York

Transfer agents. (Specimen.)

Vice-president.

Endorsed:

For value received

hereby sell, assign, and transfer unto

shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint

attorney to transfer the said stock on the books of the withinnamed company, with full power of substitution in the premises.

APPENDIX 4.

UNDERWRITERS' AGREEMENT.

In presence of

Agreement between Standard Trust Company and certain underwriters, dated November 18, 1901.

Agreement made this 18th day of November, 1901, between the Standard Trust Company of New York (hereinafter called the "Trust Company"), party of the first part, and the other signers of this agreement, or of counterparts thereof (hereinafter called the "Subscribers"), parties of the second part.

The Trust Company, at the request of the subscribers, has made or is about to make an agreement with the Northern Pacific Railway Company of even date herewith (a copy of which is hereto annexed and marked "Exhibit A"), upon the express condition that the subscribers hereto enter into this agreement.

In consideration of the premises, the parties have agreed as follows:

I. The Subscribers hereby severally agree with the Trust Company and with each other to pay to the Trust Company upon its demand, in the proportions set opposite their respective signatures hereto, such sums of money as the Trust Company may from time to time require to meet its obligations under this agreement with the Northern Pacific Railway Company, and the Subscribers further agree in such several proportions to hold the Trust Company harmless from any loss, liability, or expense under or by reason of said agreement with the Northern Pacific Railway Company, or because of any distribution hereunder of the securities to be received by the Trust Company under said agreement.

II. The Subscribers shall severally be entitled to share, in the proportions set opposite their respective signatures hereto, in the benefits of said agreement and in all convertible certificates and common stock of the Northern Pacific Railway

Company which shall remain with the Trust Company after the performance of its obligations under said agreement.

III. The Trust Company shall issue to the Subscribers suitable certificates of participation referring to this agreement, upon which certificates any payments made by the Subscribers shall be endorsed. The Trust Company shall be entitled to reimbursement for its expenses and to reasonable compensation. The written advice of counsel shall be full protection to the Trust Company, as against the Subscribers, for any action it may from time to time take hereunder or in connection with said agreement. This agreement shall bind the executors and administrators of the respective Subscribers.

In witness whereof The Standard Trust Company of New York has caused this instrument to be executed, and its corporate seal to be hereunto affixed by its proper officers, and the parties of the second part have hereunto set their hands the day and year first above written.

day of Novem

Memorandum of agreement, made this ber, A. D. 1901, by and between Northern Pacific Railway Company, a corporation of the State of Wisconsin, of the first part, and The Standard Trust Company of New York, a corporation of the State of New York (hereinafter termed the "Trust Company"), of the second part.

Witnesseth, that the parties hereto have mutually agreed as follows: