^.^.'kv?^

IMAGE EVALUATION
TEST TARGET (MT-3)

i/.x

1.0

I.I

1.25

K^ lM |2.5

1 50 ■^™ M^H

1.4

2.0

1.6

Photographic

Sciences

Corporation

33 WIST MAIN STRUT

WHSTIR, NY. MSI .

(716) •73-4S03

CIHM/ICMH

Microfiche

Series.

CIHM/ICMH
Collection de
microfiches.

Canadian Institute for Historical Microreproductions / Institut canadier de microreproductions historiques

Technical and Sibliorjraphic Notes/^!otes techniques et bibliographiques

The Institute has attempted to obtain the best
original copy available for filming. Features of this
copy which may be bibliographically unique,
which may alter any of the images in the
reproduction, or which may significantly change
the usual method of filming, are checked below.

Coloured covers/
Couvertura de couleur

p~| Covers damaged/

Couverture endommagie

□ Covers restored and/or laminated/
Couverture restaurie et/ou pelliculee

I I Cover title missing/

D
D

Le titre de couverture manque

Coloured maps/

Cartes gAographiquas en couleur

Coloured ink (i.e. other than blue or black)/
Encre de couleur (i.e. autre que bleue ou noirel

I I Coloured plates and/or illustrations/

Planches et/ou illustrations en couleur

Bound with other material/
Rrii* avec d'autrea documents

Tight binding may causa shadows or distortion
along interior margin/

La re liure serrie peut causer de I'ombra ou da la
distorsion le long de la marge intArieure

Blank leaves added during restoration may
appear within the text. Whenever possible, these
heve been omitted from filming/
II se peut que certainas pages blanches ajouties
lore dune restauration apparaissent dans la toxte,
maia. lorsque cela Atait possible, ces pages n'ont
pas iti film^es.

Additional comments:/
Commentaires supplAmentaires;

L'Institut a microfilm^ le meilleur exemplaire
qu'il lui a^ti possible de se procurer. Les details
de cet exemplaire qui sont peut-^tre uniques du
point de vue bibliographique. qui peuvent modifier
una image reproduite, ou qui peuvent exiger une
modification dans la m^thode normale de filmage
sont indiqu^s ci-dessous.

r~n Coloured pages/

Pages de couleur

Pages damaged/
Pages endommagies

Page?, restored and/oi

Pages restauries et/ou pelliculies

Pages discoloured, stained or foxei
Pages d^colories. tacheties ou piquees

Pages detached/
Pages ditach^es

Showthrough/
Transparence

Quality of prir

Quality inAgale de I'impression

Includes supplementary materii
Comprend du materiel supplimentaire

Only edition available/
Saule Edition disponible

r~n Pages damaged/

□ Page?, restored and/or laminated/
Pag

ryi Pages discoloured, stained or foxed/

[~~| Pages detached/

r~71 Showthrough/

r~| Quality of print varies/

j I Includes supplementary material/

I I Only edition available/

Pages wholly or partially obscured by errata
slips, tissues, Gtc, have been refilmed to
ensure the best possible image/
Les pages totalement ou oartiallement
obscurcies par un feuillet d'errata, una pelure,
etc.. ont iti fllm^es A nouveau da facon i
obtenir la meilleure image possible.

This Item is filmed at the reduction ratio checked below/

Ce document est film* au taux de reduction indiqu* ci-dessous.

10X 14X 18X 22.x

26X

30X

12X

16X

20X

24X

2BX

32X

lils

difier

jne

lage

Th« copy filmed h«r« Hm b««n raproducad thanks
to tha ganarosity of:

Library of Parliament and the
National Library of Canada.

Tha imagas appaaring hara ara tha baat quality
posaibia conaidaring tha condition and lagibility
of tha original copy and in kaaping with tha
filming contract spadficationn.

Original copiaa in printad papar covars ara filmad
baginning with tha front covar and anding on
tha last paga with a printad or illustratad impraa-
sion, or tha back covar whan appropriata. Ail
othar original copiaa ara flimad ba^inning on tha
first paga with a printad or illuatratad impraa-
•ion. and ending on tha laat paga with a printad
or illustratad impraasion.

Tha laat racordad frama on aach miorofleha
shall contain tha symbol -^^ (meaning "CON-
TINUED"), or tha symbol ▼ (meaning "END"),
whichever appliae.

Mapa. plataa. charts, etc., mny be filmed at
different reduction ratioa. Thoae too lerge to be
entirely included in one expoaura are filmed
beginning in the upper left hand comer, left to
right and top to bottom, aa many framee aa
required. The following diagrama iiluatrate the
method:

L'axamplaira filmi fut reproduit grice k la
gAn^roaiti da:

La BibliothAque du Parlement et la
Biblioth^ua nationale du Canada.

Laa imagee suhrantee ont ttt reproduitea avac la
plus grand soin. compta tenu de la condition at
da la nettet* de I'exemplaire film*, et en
conformiti avac lea conditiona du contrat de
fflmage.

Lae axempleiree originaux dont la couv^rtura an
papier eet imprimto sent fllmte en commen^ant
par la premier plat at an tarminent aoit par la
dami^re page qui comporta une empreinte
d'Impreesion ou d'illustration. soit per le second
plet. selon le eaa. Tous lee autree •xemplaires
originsux sont filmte en commen^ant par la
premiAre pege qui comporte une empreinte
dimpreeeion ou d'llluatration et en terminant par
la damiAre page qui comporte une telle
empreinte.

Un dee symboles suhrants apparaltra sur la
demiAre imege de cheque microfiche, selon le
eaa: le symbols -^ signifie "A SUIVRE". le
symboie ▼ si^riifie "FIN".

Lee cartee. pianchee. tableeux. etc., peuvent itre
filmte i dee taux de reduction diff«rents.
Lorsque le document eet trop grand pour 4tre
reproduit en un seui clich4. il est film* i pertir
de I'angie supMeur gauche, de gauche k droite.
et de haut en baa. an prenent le nombre
d'Imegee n4ceeaaira. Lee diegrammas auivants
lilustrent le mAthode.

ata

lure.

1 2 3

•

-^.

i^)

DEED

»0R BP^BCTINO THE fNIOS OF TltB

GRAND TRUNK RAILWAY COMPANY

OF CANADA

AND THR

GREAT WESTERN RAILWAY COMPANY

OF CANADA

\\ :v

Dated 25th May, 1882.

LONDON:
WATEELOW k SONS Limitbd, PRINTERS, LONDON WALL,

1882.

DEED

FOR EFFECTIKO THE UNION OF TEB

GRAND TRUNK RAILWAY COMPANY OF CANADA

AND THE

GREAT WESTERN RAILWAY COMPANY OF CANADA.

CWfif Mttti made tho 25th day of May 1882 Between THE
GRAND TRUNK RAILWAY COMPANY OF CANADA

in this Agreement called " The Trunk Company '* of the one
part and THE GREAT WESTERN RAILWAY COM-
PANY (of Canada) in this Agreement called ** The Western
Company *' of the other part.

WHEREAS the Capital of the Trunk Company at the date
of these presents hereinafter called Grand Trunk Capital consists
of the sums mentioned in the First Schedule hereto in which Part
I. shows the amount of Borrowed Capital hereinafter called Grand
Trunk Borrowed Capital and Part II shows the amount of Stock
or Share Capital including both Prefererce and Ordinary Stock
and Share Capital which Preference and Ordinary Stock and
Share Capital is hereinafter called Grand Trunk Share Capital.
And whereas the Capital ol the Western Company at
the date of these presents hereinafter callcl Great Western
Capital consists of the sums mentioned in the Second ScheJuls
hereto in which Part I. shows the amount of Borrowed Capital
hereinafter called Great Western Borrowed Capital and Part II.
shows the amount of Stock and Share Capital including both
Preference and Ordinary Stock and Share Capital which last men-

tioned Preference and Ordinary Stock and Sharo Capital is herein-
after called Great Western Share Capital. And -whereas under
the powers conferred by an Act of the Provincial Legislature of
Canada passed in the 16th year of Her Majesty Chapter 39 inti-
tuled " An Act to empower any Railway Company whose Railway
forms part of the Main Trunk Line of Railway throughout this
ProTince to unite with any other such Company or to purchase the
property and rights of any such Company and to repeal certain
Acts therein mentioned incorporating Railway Companies " and by
another Act of the same year Chapter 76 intituled " An Act to
extend the provisions of the Railway Companies Union Act to
Companies whose Railways intersect the Main Trunk Line or
touch places which the said Line also touches'' and the Acts
amending or extending those two Acts and under all other Acts
and powers enabling them the Directors of the Trunk Compttny
have agreed with the Directors of the TVestem Company that
the Companies they respectively represent shall be united as one
Company upon the terms and subject to the provisions hereinafter
contained. Now these Presents Witness that each of them
the Trunk Company and the Western Company pursuant to the
powers conferred on them by the two last-mentioned Acts of the
16th year of Her Majesty or otherwise howsoever do hereby agree
with the other of them and do declare in manner following that is
to say —

1. On and after the 12th day of August 1882 (which day is>
in these presents called the date of Union) the Trunk Company
and the Western Company shall be and become united as one
Company and one Corporation.

2. In accordance with the direction for this purpose contained
in the before-mentioned Act of the 16th year of Her Majesty
Chapter 76 the corporate name of the Company (in these presents
called the United Company) formed by the union of the Trunk
Company and the Western Company shall be " The Grand Trunk
Railway Company of Canada."

3. The United Company ehall be invested with and have all
the rights and property and be responsible for all the liabilities
of the Trunk Company and the Western Company and any right
or claim which could be enforced by or against either of them
may on and after the date of Union be enforced by or against
the United Company.

4. The Borrowed Capital existing at the date of Union of the
Undertaking of the United Company in these presents called the
United Undertaking shall consist of the Qrand Trunk Borrowed
Capital and the Great "Western Borrowed Capital respectively
mentioned in the first parts of the two Schedules hereto.

5. This Agreement is subject to the proviso contained in the
Fourth Section of the said Act of the 16th year of Her Majesty
Chapter 39 which is in the words following that is to say
** Provided always that the rights of the Province or of Her
* Majesty on behalf of this Province under any guarantee
*' given to any such Company or otherwise or of any
^'person or party having any special hypothec or privileged
'''claim upon the lands and buildings tolls revenues or other
^' property real or personal of either of such Companies or upon
" any part thereof shall not be impaired by such Union and the
^* Company shall keep separate accounts with respect to each
*' Railway so as to ascertain the property or moneys upon which
** any such hypothec or privilege may attach.'

ti. Subject and without prejudice to the rights reserved by the
provision quoted in the last preceding Claune of these presents
the earnings of the United Undertaking shall be liable and
ap[llcable to discharge rateably and without priority all debts
and liabilities of the Trunk Company and the "Western Company.

7. The Share Capital of the United Company shall consist of
two classes namely the Grand Trunk Sharo Capital mentioned
in the second part of the First Schedule hereto being the whole

Share Capital of the Trunk Company and the Great "Western
Share Capital mentioned in the second part of the Second Schedule
hereto being the whole Share Capital of the Western Company
-which two classes of Capital shall together constitute the total
Share Capitol of the United Company as existing at the date
of Union.

8. Any issue of Share Capital which could immediately before
the date of Union be made by the Trunk Company or the
Western Company may from time to time be made by the United
Company under the powers conferred by the Acts relating to the
Trunk Company or the Western Company as the case may be or
otherwise and having regard to the terms of these presents and
all increase of Share Capital so made shall be apportioned as follows
namely 70 per cent, of such increase shall be apportioned and
added to Grand Trunk Share Capital and 30 per cent, of such
increase shall be apportioned and added to Great Western Share
Capital but such increase shall not be made so as to raise either the
Trunk Share Capital or the Western Share Capital to an amount
in excess of that to which each could have been raised if these
presents had not been made. Provided that no powers shall be
exercised by the United Company to create and issue Share Capital
in lieu of borrowing powers under the 11th Section of " The
Great Western Railway Act 1876 " or as amended by the 5th
Section of " The Great Western Railway Act 1882 " unless con-
sent shall be given thereto by the vote of three-fourths of the
holdera of Great Western Share Capital carrying a Dividend at
the rate of 3 per cent, as hereinafter mentioned present in person
or by proxy at any Special General Meeting of the holders of such
Share Capital called for the purpose but if such consent be given
70 per cent, shall be apportioned and added to Grand Trunk
Share Capital and 30 per cent, shall be apportioned and added to.
Great Western Share Capital.

9. The number of Directors of the United Company shall be
fourteen.

■'

10. The number of Directors may at any time be increased or
Induced by the shareholders in Special General Meeting.

#»

11. One-third in number as near as may be of the Directors of
the United Company shall each be the holder of at least £2,000 of
the Great "Western Share Capital carrying a dividend at the rate of
3 per cent, as hereinafter provided and each of the other Directors
shall be the holder of at least £2,000 of the Grand Trunk Share
Capital and any Director who ceases to be a holder of such capital
of the Company to that amount shall thereupon also cease to be a
Director of the United Company.

12. The first Directors of the United Company shall be Sir
Henry Whatley Tyler M.P. Sir Charles Lawrence Young Baront &
Lord Claud John Hamilton M.P. Robert Young Robert Gillespie
William Unwin Heygate James Charles The Right Hon. David
Robert Plunket M.P. The Hon. James Ferrier Viscount Bury
Henry Doughty Browne Colonel Edward Chaplin John Marnham
and Major Alexander George Dickson M.P. and they shall be the
Directors until an election of Directors shall be held and made by
the persons entitled to vote as hereinafter provided. In case of
any vacancy prior to the first election from death or resignation it
shall not be filled up so long as there shall be twelve. The first
election of Directors shall take place in the month of March 1883 and
the election of Directors thereafter shall take place at Meetings of
the United Company to be held in the month of March or April
in each year as the Directors shall from time to time by bye-laws
passed for that purpose direct.

13. Subject to the provision contained in the next clause of
thepe presents holders of Grand Trunk Capital shall continue to
have the like power (if any) to vote at all General Meetings of the
United Company on and after the date of Union as holders of
similar Capital in the Trunk Company have at the date of these
presents to vote at Meetings of that Company and holders of

Great "Western Capital shall continue to have the like power (if
any) to vote at all General Meetings of the United Company on
And after the date of Union as holders of similar capital in the
Western Company have at the date of these presents to vote at
Meetings of that Company.

14. Holders of Grand Trunk Capital entitled to vote at Meetings
of the United Company as in the last preceding Clause mentioned
shall have the same number of votes respectively as they have in
the Trunk Company at the date of these presents. Holders of that
portion of the Great "Western kihare Capital carrying a dividend at
the rate of 3 per cent, as hereinafter provided shall respectively have
one vote for every j£13 nominal of such Capital held by them until
£6,000,000 (including the amount already issued) of Grand Trunk
Debenture Stock has been issued and thereafter one vote for every
£10 nominal of such Great Western Share Capital.

15. The Directors of the Trunk Company and the Directors of
the Western Company shall go out of office on the day before the
date of Union and the Directors of the United Company shall come
into office and imdertake the direction and control of the aflfairs of
that Company on the day of the date of Union.

16. The quorum of the Directors of the United Company shall
be from time to time fixed by the Directors.

17. Any Director not in Great Britain may vote by proxy at
any Board Meeting but the proxy shall be appointed in writing
and shall himself be a Director and a Director shall not act as
proxy for more than two other Directors.

18. Of the Directors of the United Company first elected by the
shareholders one-third as nearly as may be to be determined by
ballot among the whole body of Directors unless they shall other-
wise agree shall go out of office at the Ordinary General Meeting
held in the month of March or April in the year 1884 and the like
number to be determined by ballot among the other Directors un-
less they shall otherwise agree shall go out of office at the Ordinary

v«

,•

Oeneral Meeting held in the month of March or April in the year
1885 and the remainder of the Directors first elected shall go out
•of office at the Ordinary General Meeting in the month of March,
or April in the year 1886 and in each instance the places of the
retiring Directors shall he supplied by an equal number of quali-
fied holders of Capital of the United Company and at the first
Ordinary General Meeting held in the year next after the whole
of the Directors first elected shall have gone out of office and in
oach succeeding year one-third of the Directors being those who
have been longest in office shall go out of office and their places
shall be supplied in like manner but every Director going out of
office may be re-elected and after re-election shall with reference
to going out by rotation be considered as a new Director and in
<;ase at any time the number of Directors should not be divisible
by three the Directors shall determine what number as nearly
■equal as may be are to go cut of office so that the whole number
of Directors shall go out of office every three years but in case at
any Meeting the vacancies then occurring in the office of Director
shall not be filled up the outgoing Directors if willing to act shall
be deemed re-elected and shall continue in office.

19. The first Ordinary General Meeting of the holders of Capital
in the United Company entitled to vote at such Meeting shall bo
held at such time in the month of March in the year 1883 and at
such place in London England as the Directors may appoint.
General Meetings of the United Company whether Ordinary or
Special shall be held in London England and two Ordinary General
Meetings of the Company shall be held one in March or April and
the other in September or October in each year unless the Directors
shall by bye-law appoint any other months and at the first of such
two Meetings in every year the election of Directors and Auditors
shall take place. Advertisements of each General Meeting shall
be published once at least in each of two London daily morning
new!?papers and once at least in the *' Canada Gazette" not less
than twenty-one days before the holding of the Meeting cud such
-advtftisements shall be sufficient without further or other notice.

20. At the first Ordinary General fleeting of the United
Company two Auditors resident in (Canada and two Auditors resident
in England shall be appointed one of which Auditors in Canada
and one of which Auditors in England to be determined in the-
first instance by ballot between the Canadian and English Audi-
tors respectivrely unless they agree among themselves and after-
wards by seniority of election shall go out of office at each
subsequent General Meeting at which Directors go out of office
**nd at such Meeting Auditors cball be elected to supply the placo
of the Auditors retiring and any Auditor going out of office may be^
re-elected and after re-election shall in reference to outgoing bo
deemed newly elected and if no Auditors be elected the outgoing
Auditors shall continue in office and be deemed re-elected. On or
immediately after the date of Union the Board of Directors of the-
United Company shall appoint two Auditors resident in Canada
and two Auditors resident in England who shall hold their offico
until the first Ordinary General Meeting of the United Company..

21. The Audi^^oi's shall examine and report upon the Accounts
of the Company and shall have all nejessary powers and facilities-
for that purpose.

22. The net earnings of the United Undertaking shall mean
the surplus of the earnings of that undertaking and of the revenues
of the United Company from all sources alter discharging the
working expenses thereof and working expenses shall mean and
include all expenses of maintenance and renewal of the Railways
and of the stations buildings ferries works and conveniences be-
longing thereto and of the rolling and other stock and moveable
plant used in the working thereof and also interest on Borrowed
Capital and all such rents percentages of receipts interest guaran-
teed or annual sums as may be paid in respect of Railways ware-
houses wharves or other property leased to or held by the Trunk
Company or the Western Company at the date of Union or to or
by the United Company thereafter and also all moneys puyablo^

by way of rebate or otherwise under traffic or working arrange-
ments between the Trunk Company or the Western Company
or the United Company and any other Corporation or person or
in respect of the hire of engines carriages or wagons let to the
separate Companies before the Union or to the United Company
sums payable in the adjustment of the pooling or division of
traffics rent-charges or interest on lands rented by or otherwise
belonging to the United Company or purchased but not paid for
and also all expenses of and incident to working the Railways and
the traffic thereon including stores and consumable articles also rates
taxes insurance and compensation for accidents or losses also all
aalaiies and wages of persons employed in and about the working of
the Railways and traffic contributions to superannuation or other
like funds and all secretarial and establishment expenses including
Directors' fees salaries of Commissioners agency legal and other
like expenses and generally all such charges (if any) not
above otherwise specified (and no other) as in the case of English
Railway Companies are usually carried to the debit of Revenue
as distinguished from Capital Account Provided however that
nothing herein contained shall give to the Proprietors or
Mortgagees or Bondholders of any Railway warehouse wharf or
other property leased to or held by the separate Companies at the
date of Union or loused to or held by the United Company there-
after any further or other rights nguinst the United Company its
property or earnings than they h:ive under the Lease IMortgage
Bond Agreement or Guarantee upon which their rights are based
Provided that money paid under a guarantee shall if and when re-
paid be applied as nearly as may bo in the same manner as it
would havi- been applied if no payment thereof under the guarantee
had been made Provided always that the sums equal to twenty
per cent, of the traffic interchanged between the Wellington Grey
and Bruce Railway and the Western Company as defined in the
Agreements between the Willing! on Grey and Bruce Railway
Company und the Western Company which by the sold Agree-
ments tho Western Company became bound to apply in acquiring

the Mortgage Bonds of the Wellington Grey and Bruce Railway
"Company shall on and from the date of Union be applied by the
United Company as an investment by the United Company in the
"Wellington Grey and Bruce Railway Company's said Bonds to be
reimbursed by re-sale of the Bonds thus acquired and that such
sums are not to be charged upon the revenue or earnings of the
United Company or any part thereof but profit or loss on re-salo
shall be credited to or charged against revenue and a similar course
shall be pursued in any other similar case whether as re^^ards the
Undertaking of the Trunk Company or the Western Company.

23. The net earnings of the United Undertaking shall he
divided between the two classes of Share Capital as follows that is
to say : —

(a) Seventy per cent, of such net earnings shall be appro-
priated and belong to Grand Trunk Share Capital.

(b) The remaining thirty per cent, of such net earnings shall

be appropriated and belong to Greixt Western Share
Capital.

the thirty per cent, of net earnings appropriated to Great
W^estern Share Capital should be insufficient to pay a
Dividend for that year at the rate of five per cent, per
annum on the portion of that Capital carrying a Preference
Dividend at that rate and also a Dividend for thut year
nt tlie rate of three per cent, per annum on the remaining
portion of that Capital then the amount required to make
up the full amount for that year of such Dividends at
five ])er cent, and three per cent, respectively shall bo
paid and made good out of the seventy per cent, of net
earnings appropriated for that year to Grand Trunk
Share Capital but not out of the seventy per cent, of net
caiumgs so appropriated for any subsequent your except

■

that if the entire net earnings of any year shall be insuffi-
cient to pay the said Dividend at five per cent, (which
is and is to remain a cumulative Dividend) the deficiency
is to be a first charge payable out of net earnings in
subsequent years,

^d) Nevertheless no higher Dividend than such Dividend at
the rate of three per cent, shall in any year subsequent
to a deficiency be paid on the portion of Great Western
Share Capital carrying that rate of Dividend unless and
until all sums which shall for the time being have been
paid out of the seventy per cent, appropriated to Grand
Trunk Share Capital for the purpose of making good
deficiency of Dividend on Great Western Share Capital
shall have been repaid to Grand Trunk Share Capital
out of the surplus (if any) of the thirty per cent, appro-
priated to Great Western Share Capital and remaining
after discharging the Dividends at five per cent, and
three per cent, respectively on the several portions of
that Capital.

(e) The same principle as to division of net earnings shall be
applied as nearly as can be to the portion of a year com-
mencing on the date of Union and ending on the Slst
day of December 1882.

{v) Out of items standing at credit in the books of the Western
Company derived from revenues including funds in re-
serve the Western Company shall set apart and the
United Company shall pay so much money as may be
necessary to pay the Preference Dividend at the rate of
five per cent, per annum to the date of Union upon so
much of the Western Company's Share Co;)ital as carries
that rate of dividend.

(o) Provided however that when and so often r»i there shall
be any deficiency in the said three per cent. Dividend

owing to the insufficiency of the said thirty per cent,
appropriated to Great Western Share Capital as aforesaid
in any year to provide the same for such year the United
Company shall be entitled to apply and shall apply so
much as may be necessary to make good such deficiency
out of the amount which may stand from time to time
to the credit of the present Reserve Funds of the
"Western Company which are to be kept in reserve by
the United Company as an additional security for the
regular payment of such three per cent. Dividends and
as a protection to the said seventy per cent, appro-
priated to Grand Tnmk Share Capital as aforesaid against
its obligation aforesaid to make good any such deficiency
but the United Company shall not be bound to set aside
any particular investment or funds to represent the
said Reserve Funds.

(h) If for any half-year ending on the 30th day of June a
dividend has been paid to any class of Stock or Share
Capital which on making up the accounts for the year
ending on the 31st day of December following it is found
that that class of Stock or Share Capital is not entitled to
receive then the excess shall be adjusted and repaid in
the accounts of that 31st day of December if the same
can be done and if not then in the accounts of the follow-
ing or any subsequent year.

24. Subject as in this Agreement provided the seventy per
cent, of net earnings of the Unite! Undertaking appropriated to
Grand Trunk Share Capital shall be paid and applied to the persons
and in the manner to whom and in which the net earnings of the
Undertaking of the Trunk Company would have been payable or
applicable if these presents had not been made.

25. The thirty per cent, of net earnings of the United Under-
taking appropriated to Great Western Share Capital together with
any sums paid out of the Great Western Reserve Fund and out of

the seventy per cent, appropriated to Grand Trunk Share Capital
to make up deficiency in dividend as in Clause 23 provided shall
be paid and applied to the persona and in the manner to whom
and in which the net earnings of the Undertaking of the "Western
Company would have been payable or applicable if these presents
had not been made.

26. All the books vouchers and documents of the Grand Trunk
Company and the "Western Company shall on the day of the date
of Union be transferred to and belong to the United Company and
the registers of holders of Borrowed Capital and Share Capital of
the Trunk Company and the "Western Company shall continue to
be kept as registers of the United Company with such variations
in the Certificates and otherwise as may be ordered by the
Directors of the United Company.

27. The Directors of the United Company shall wind up the
afiairs of the Trunk Company and the "Western Company to the
date of Union and finally balance the books of those two Com-
panies to that date and all moneys due o standing to the credit of
each of those two Companies on the date of Union shall be paid
and applied by the Directors of the United Company for the
purposes and in the manner to which they would have been
payable or applicable if these presents had not been made.

28. All the officers and servants of the Trunk Company and the
"Western Company shall on and pfter the date of Union become
the officers and servants of the United Company at the salaries or
wages and upon the terms at and upon which they were previously
employed by the Trunk Company or the "Western Company as
the case may bo.

29. The Directors of the United Company may from time to
time make Bye-laws for the management and disposition of tlie
fitock property and business affairs of the United Company not

inconsistent with the laws of Canada and the provisions contained
either expressly or by reference in these presents and for the
Appointment of all officers servants and artificers and prescribing
their respective duties. .,;

30. All Acts of the Legislature of Upper or Lower Canada or
of the Province of Canada or of the Parliament of the Dominion
of Canada relating to the Trunk Company or the Western Company
except so far as hereby expressly varied and except so far as other-
wise provided by the Act of the 16th year of Her Majesty Chapter
39 or by any other Act shall apply and have effect with respect
to the United Company in the same manner as if those Acts had
originally applied to the United Company but generally except as
aforesaid the United Company shall continue to be carried on and
managed and all bye-laws rules and regulations shall have effect
^8 if the United Company were the some Company as the Trunk
•Company and as if the whole Undertaking of the United Com-
pany had been originally the Undertaking of the Trunk Company
and in case of any conflict between the provisions of the Acts of
-any Legislature or Parliament relating to the Trunk Company
and the Acts of any Legislature or Parliament relating to the
Western Company the provisions of the Acts relaing to the
Trunk Company shall prevail

31. These presents and the agreement herein contained are made
subject to the provisions of the several Acta of Legislature and
Parliament hereinbefore mentioned or referred to and all other
Acts of Legislature and Parliament relating to the obje^cts intended
to be effected by these presents and also subject to resolutions being
passed puisuant to the said Acts by a Special General Meeting of
the Trunk Company and also by a Special General Meeting of the
Western Company ratifying these presents and in case such reso-
lutions should not be passed before the twelfth day August
next these presents shall become void.

32. This Agreement shall be executed in duplicate and when

the same shall have been ratified and become binding on the Trunk
Company and the Western Company one of such duplicates bhalt
be delivered to and be retained by the United Company and the
other of such duplicates together with copies of the Besolutions
ratifying the same passed at the Special General Meetings of the
Trunk Company and the Western Company called for the purpose-
such copies to be certified by the Secretaries of the respectiva
Companies shall be filed in the Office of the Secretary of State for
the Dominion of Canada and these presents shall thenceforward
be deemed to be the Agreement and Act of Union of the Trunk
Company and the Western Company and copies properly certified
of these presents and of the certified resolutions so filed shall be
evidence of the Union of the Trunk Company and the Western
Company into the United Company.

In Witness whereof the Companies parties hereto have affixed
their Common Seals the day and year first above written

(Signed) H. W. TYLER,

President.

(Signed) BURY,

Freaideuf,

Seal of the
Grand Trunk

Railway
Company of

Canada.

Seal of the

Oreat

Western

Railway

Company.

The First Schedule above referred to.

GRAND TRUNK CAPITAL.

Part I.
(GRAND TRUNK BORROWED CAPITAL.)

Date of Maturity nf
Terminable Bonds.

Secnrity.

16th Oct., 1882 . .
15th April, 1883.
15th Oct., 1883 ..

1st Jan., 1919 . .

1st Dec, 1882..

Five per cent. Perpetual Debenture
Stock

Terminable Bonds

Fir&t Equipment Mortgage Bonds . .

First Equipment Mortgage Bonds. .

Second Equipment Mortgage Bonds

Island Pond Debentures

Amount.

Annual
Charge.

4,270,575

213,629

66,300

24,200

I 7,734

48,400

)

496,700

29,802

85,300

6,118

£4,981,475

£256,183

Part II.

(GRAND TRUNK SHARE CAPITAL.)

Tirst Preference Stock. . ,
Second Preference Stock .
Third Preference Stock .
Ordinary Stock

Authorised.

£ 8. d.

3,218,149 2 2

2,327,794 13 6

7,108,065 4 6

13,486,787 16 8

Issued.

£ 8. d.

3,21S,H9 2 2

2,327,794 13 5

7,168,055 4 6

13,394,654 16 8

The Second Schedule alove reftrred to.

GREAT WESTERN CAPITAL

Part I.
(GREAT WESTERN BORROWED CAPITAL.)

DHte of Maturity of
Terminal Bonds.

Security.

Amount.

Annan 1
Charge.

let Oct., 1882 . .
1st Dec. 1890 ..
Ist Oct., 1877 . .

Ist Oct., 1878 . .

Five per cent. Perpetual Debenture
Stock . . . . . .

Seven per cent. Bonds of £100 each

Six per cent. Bonds of £100 each . .

Five-and-half per cent. Bonds not j-et
presented, 3 of £200, 2 of £100,
£800

Five-and-half per cent. Bond not yet
presented, 1 of £100 . . £100

2,773,900

78,300

991,600

y 900

138.695

6.481

69,490

Ovcrduu
and not
carr)ingf
interest

Total Loans and Debenture Stock . .

£3,844,600

£203,666

Part II.
(GREAT WESTERN SHARE CAPITAL.)

Amount Authorised.

Amount issued.

Five per cent. Preference Stock (the
dividend on which is cumulative) J

Ordinary Shares —

298,133 Shares of £20. 10«. each
and 247 „ $100

£ «. d.

505,753 17 4

6,159,273 17 3

£ 8. d.

505,753 17 4
6,116,801 16 10

Total

•

£8,665,027 14 7

£6,622,555 14 2

jMemo.

Amount of Ordinar;.' Shares authorised, as above
Do. do. issued

£ «. d.

.. 6,169,273 17 3
.. 6,116,801 16 10

DlFFEREXCB

£42,472 5

Consists of 1,371 Shares unissued at £20. 10s. per share .. 28,105 10
Difference of exchange on Shares taken as of £20. 10«.

sterling, und their equivalent at $100 per Share.. . . 14,366 10 6

£42,472 6