Chesapeake and Ohio System, now comprising the Chesapeake and Ohio; Cleveland, Cincinnati, Chicago and St. Louis, and lines composing that system, and the Peoria and Eastern Railroad Companies, and all their leased, controlled or operated lines.

Erie System, now comprising the Erie Railroad Company; the Chicago and Erie Railroad Company, and all their leased, controlled or operated lines.

Grand Trunk System, now comprising the Grand Trunk Railway Company of Canada and its affiliations west of the St. Clair River, viz., the Chicago and Grand Trunk; Cincinnati, Saginaw and Mackinaw; Detroit, Grand Haven and Milwaukee; Michigan Air Line, and the Toledo, Saginaw and Muskegon Railway Companies, and all their leased, controlled or operated lines.

Lackawanna System, now comprising the Delaware, Lackawanna and Western Railroad Company and its leased lines; and the Syracuse, Binghamton and New York Railroad Company, and all their leased, controlled or operated lines.

Lehigh Valley System, now comprising the Lehigh Valley Railroad Company and all its leased, controlled or operated lines.

Pennsylvania System, now comprising the Allegheny Valley; Cumberland Valley; Cincinnati and Muskingum Valley; Grand Rapids and Indiana; Northern Central; Pennsylvania; Pennsylvania Company; Philadelphia, Wilmington and Baltimore; Pittsburgh, Cincinnati, Chicago and St. Louis, and the Terre Haute and Indianapolis (Vandalia Line) Railroad Companies, and all their leased, controlled or operated lines. Vanderbilt System, now comprising the Beech Creek; Canada Southern and its leased lines; Dunkirk, Allegheny Valley and Pittsburgh; Lake Shore and Michigan Southern; Michigan Central and its leased lines; New York Central and Hudson River; New York, Chicago and St. Louis; Pittsburgh and Lake Erie; Rome, Watertown and Ogdensburg; Wallkill Valley, and the West Shore Railroad Companies, and all their leased, controlled or operated lines.

Wabash System, now comprising the Wabash Railroad Company and all its leased, controlled or operated lines east of the Mississippi River.

§ 2. Additional managers representing other systems or companies which are now or may hereafter become parties to this agreement, may be designated by such systems or companies under the authority and rules

of the board of control.

§3. Each manager shall hold office during the continuance of this agreement, subject to the pleasure of, and shall be compensated by, the system appointing him.

ARTICLE V.

RELATING TO THE DUTIES AND POWERS OF THE MANAGErs.

SECTION 1. The managers shall have their principal office in New York City and shall continue in session subject to their rules. They shall elect a chairman annually.

§ 2. The managers shall adopt their rules and perfect their organization. It shall, however, require the affirmative votes of three-fourths of their entire number to adopt any proposition coming before them.

§ 3. In considering questions which exceptionally affect the interests of any company party hereto unrepresented upon the board of managers, such company shall be advised thereof and be afforded an opportunity under the rules of the managers for presenting to them its views before final action is taken.

§ 4. The managers shall construe this agreement and all resolutions adopted thereunder.

§ 5. All applications for differentials and for changes in rates, fares charges and rules shall be made to the managers. Their action upon differentials and upon all questions except as to rates and fares shall be subject to appeal, but only to the arbitrators. Their action as to rates and fares (except differentials) shall be subject to appeal only to the board of control.

Decisions and orders of the managers shall be complied with until such appeals are decided.

ARTICLE VI.

APPOINTMENT OF COMMISSIONERS.

The managers may appoint not more than three commissioners and shall define their powers and duties.

ARTICLE VII.

RATES, FARES, CHARGES AND RULES.

SECTION 1. The duly published schedules of rates, fares and charges. and the rules applicable thereto now in force and authorized by the companies parties hereto upon the traffic covered by this agreement (and filed with the Interstate Commerce Commission as to such of said traffic as is interstate), are hereby reaffirmed by the companies composing the association, and the companies parties hereto shall within ten days after this agreement becomes effective file with the managers copies of all such schedules of rates, fares and charges and the rules applicable thereto.

§ 2. The managers shall from time to time recommend such changes

in said rates, fares, charges and rules as may be reasonable and just, and necessary for governing the traffic covered by this agreement and for protecting the interests of the parties hereto therein, and the failure to observe such recommendations by any party hereto as and when made shall be deemed a violation of this agreement. No company party hereto shall through any of its officers or agents deviate from or change the rates, fares, charges or rules herein reaffirmed or so recommended by the managers, except by a resolution of its board. The action of such board shall not affect the rates, fares, charges or rules disapproved except to the extent of its interest therein over its own road. A copy of the resolution of the board of any company party hereto authorizing any such change shall be immediately forwarded by the company making the same to the managers and such change shall not become effective until thirty days. after the receipt of such resolution by the managers. The managers, upon receiving such notice, shall act promptly upon the same for the protection of the parties hereto.

§3. The powers conferred upon the managers shall be so construde and exercised as not to permit violation of the Interstate Commerce Act or any other law applicable to the premises, or any provision of the charters or the laws applicable to any of the companies parties hereto, and the managers shall co-operate with the Interstate Commerce Commission to secure stability and uniformity in the rates, fares, charges and rules established hereunder.

ARTICLE VIII.

PROPORTIONS OF COMPETITIVE TRAFFIC.

The managers are charged with the duty of securing to each company party hereto, equitable proportions of the competitive traffic covered by this agreement so far as can be legally done.

ARTICLE IX.

RELATIONS TO NON-CONCURRING COMPANIES AND DIVISIONS OF RATES AND FARES.

SECTION 1. The managers shall decide and enforce the course which shall be pursued with connecting companies not parties to this agreement, which fail or decline to observe the rates, fares, charges and rules established under this agreement. The interests of companies parties hereto injuriously affected by such action of the managers shall, in such instances, be accorded reasonable protection in so far as the managers can legally do so.

§ 2. When in their judgment necessary to the purpose of this agreement, the managers may determine the divisions of rates and fares between connecting companies parties hereto and between them and connections not parties hereto, keeping in view uniformity and the equities involved.

ARTICLE X.

LIMITATION OF POWERS OF FREIGHT LINES.

It is recognized and agreed that economy in the operation of through co-operative and commission freight lines and the limitation or termination of many of their existing powers and functions are absolutely required, and the companies parties hereto will actively co-operate with the managers and so manage such lines as to accomplish such results.

ARTICLE XI.

MANAGERS MAY ORGANIZE JOINT AGENCIES.

The managers shall have authority to organize such joint freight and passenger agencies as they may deem desirable, provided that if such joint agencies are established they shall be so arranged as will give proper representation to each company party hereto.

ARTICLE XII.

MANAGERS TO APPROVE CONTRACTING AGENCIES.

No soliciting or contracting passenger or freight agency shall be maintained directly or indirectly by any of the companies parties hereto or by any freight line in connection with the traffic covered by this agree ment, except with the approval of the managers, and no person who is decided by the managers to be objectionable shall be employed or continued in such agency.

ARTICLE XIII.

MANAGERS TO DEFINE DUTIES OF CONTRACTING AGENTS. SECTION 1. The managers shall define the authority and duties of all persons acting as contracting and soliciting freight and passenger agents in relation to the traffic covered hereby, and, with due regard to the relative interests involved, they may determine the number of such persons to be employed. The parties hereto shall observe and enforce the orders of the managers from time to time issued in that behalf.

§ 2. Such contracting and soliciting agents as the managers appoint shall be carried upon the pay-rolls of the association.

§ 3. The Grand Trunk Company may appoint soliciting agents to be located at such points in Canada as may be necessary to meet the competition of Canadian lines not parties hereto, but such persons shall in all respects be subject to the rules of the managers.

ARTICLE XIV.

COMPLAINTS AND INVESTIGATIONS THEREOF.

When in the judgment of the managers their information or any complaint so warrants, the officials and employes of the companies parties hereto may be examined, and in such investigation any or all officials or employes may be notified to attend, and any or all matters affecting directly or indirectly the traffic herein covered may be considered.

ARTICLE XV.

REPORTS AND DATA TO BE FURNISHED.

The companies parties hereto agree to furnish to the managers all reports, papers and information relating to the traffic covered hereby, which may be requested by them.

ARTICLE XVI.

FORFEITURES FOR VIOLATIONS OF AGREEMENT.

For any action by any party hereto which in the judgment of the managers constitutes a violation of this agreement the offending company shall forfeit to the association a sum to be determined by the managers, not exceeding five thousand dollars, but where the gross receipts of the transaction in which this agreement is violated shall exceed five thousand dollars, the offending party shall, at the discretion of the managers, forfeit a sum not exceeding such gross receipts. Such forfeitures shall be applied to the payment of the expenses of the association, except that the offending company shall not participate in such application of its own forfeiture.

ARTICLE XVII.

DEPOSITS, EXPENSE FUND, AND PROVISION FOR FORFEITUREs. SECTION 1. Upon the call of the managers after this agreement becomes effective each company party hereto shall deposit with them the sum of five thousand dollars, and in addition thereto, upon their like call, such further sums monthly, based upon the gross earnings of each company party hereto from the traffic covered hereby, as the managers may decide to be necessary to defray the expenses of the association, in