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 3 1924 030 124 436 
 

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UNITED STATES CIRCUIT CODRT, DISTRICT OF UTAH. 
 
 THE UNITED STATES OF AMERICA, Complainant, 
 
 THE UNION PACIFIC EAILEOAD COMPANY, THE ORE- 
 GON SHORT -LINE RAILROAD COMPANY, THE OREGON 
 RAILROAD & NAVIGATION COMPANY, THE SAN PE- 
 DRO, LOS ANGELES & SALT LAKE RAILROAD COM- 
 PANY, THE ATCHISON, TOPEKA & SANTA FE RAIL- 
 WAY COMPANY, THE SOUTHERN PACIFIC COMPANY, 
 NORTHERN PACIFIC RAILWAY COMPANY, GREAT 
 NORTHERN RAILWAY COMPANY, FARMERS' LOAN & 
 TRUST COMPANY, EDWARD H. HARRIMAN, JACOB H. 
 SCHIFF, OTTO H. KAHN, JAMES STILLMAN, HENRY H. 
 ROGERS, HENRY C. FRICK, AND WILLIAM A. CLARK, 
 Defendants. 
 
 IN EftTIITY. 
 
 PETITION. 
 
 To the judges of the Circuit Oourt of the United States for the dis- 
 trict of Utah. 
 
 Now comes the United States of America, by Hiram E. Booth, 
 the United States attorney for the district of Utah, acting under 
 direction of the Attorney-General of the United States, and brings 
 this its proceeding by way of petition against the Union Pacific 
 Railroad Company, a corporation organized and existing under the 
 laws of the State of Utah ; 
 
 The Oregon Short Line Railroad Company, a corporation 
 organized and existing under the laWs of the State of Utah ; 
 
 The Oregon Railroad & Navigation Company, a corporation organ- 
 ized and existing under the laws of the State of Oregon ; 
 21479—07 1 
 
The San Pedro, Los Angeles & Salt Lake Eailroad Company, 
 a corporation organized and existing under the laws of the State 
 of Utah; 
 
 The Atchison, Topeka & Santa Fe Eailway Company, a corpora- 
 tion organized and existing under the laws of the State of Kansas; 
 
 The Southern Pacific Company, a corporation organized and 
 existing under the laws of the State of Kentucky ; 
 
 The Northern Pacific Kailway Company, a corporation organized 
 and existing under the laws of the State of Wisconsin ; 
 
 The Great Northern Railway Company, a corporation organized 
 and existing under the laws of the State of Minnesota ; 
 
 The Farmers' Loan and Trust Company, a corporation organized 
 and existing under the laws of the State of New York ; 
 
 Edward H. Harriman, Jacob H. Schiff, Otto H. Kahn, James 
 Stillman, Henry H. Rogers, citizens of the State of New York and 
 residents of New York City; 
 
 Henry C. Frick, a citizen of the State of Pennsylvania and resi- 
 dent at Pittsburg, in said State ; and 
 
 William A. Clark, a citizen of the State of Montana and resident 
 at Butte, in said State, and complains and says : 
 
 I. 
 
 The defendants Union Pacific Railroad Company, Oregon Short 
 Line Railroad Company, Oregon Railroad & Navigation Company, 
 San Pedro, Los Angeles & Salt Lake Railroad Company, Atchison, 
 Topeka & Santa Fe Railway Company, Southern Pacific Company, 
 Northern Pacific Railway Company, and Great Northern Railway 
 Company were, at the times hereinafter mentioned, and now are, 
 common carriers employed in the transportation of freight and 
 passengers among the several States of the United States and between 
 such States and foreign nations, and as such carriers so employed 
 were and are engaged in trade and commerce among the several 
 States and with foreign nations. 
 
 II. 
 
 That from and after January 1, 1901, the defendants, Edward H. 
 Harriman, Jacob H. Schiff, Otto H. Kahn, and James Stillman, with 
 certain other persons who have joined with them from time to time, 
 including the defendants, Henry H. Rogers and Henry C. Frick, 
 have owned or controlled a majority of the capital stock of the de- 
 fendant Union Pacific Railroad Company ; 
 
 That during all of said time the said defendant, Edward H. Harri- 
 man, has been, and still is, the chairman of the executive committee 
 
of the board of directors of said company, and since October, 1903, 
 he has likewise been, and still is, the president of said corporation ; 
 
 That the said Jacob H. Schiff, Otto H. Kahn, and James Stillman 
 were, from a time prior to said January 1, 1901, and until the year 
 1906, directors of said corporation ; 
 
 That said James Stillman has continued to be a director thereof, 
 and that during all of said period, and until the year 1906, the said 
 Otto H. Kahn and said Stillman were members of the said executive 
 committee of said corporation, and said Stillman is still a member 
 thereof ; 
 
 That during all of said time the said Jacob H. Schiff and Otto H. 
 Kahn were, and still are, members of a banking firm of the city of 
 ' New York, doing business under the firm name and style of Kuhn, 
 Loeb & Co., which said banking house is, and during all the times 
 above stated has been, the fiscal agent of said Union Pacific Railroad 
 Company, through which agent substantially all the purchases and 
 sales of stocks and bonds hereinafter mentioned have been made ; 
 
 That said defendant, Henry H. Rogers, has been a director of said 
 corporation since the year 1902, and that said defendant, Henry C. 
 Frick, has been a director of said corporation since the year 1904, 
 and both said parties are still members of said board of directors ; 
 
 That during all the times above mentioned, by by-laws of said 
 company to that end enacted, the directors of said corporation have 
 delegated their power to manage and direct the business and affairs 
 of the said company to an executive committee of five members to 
 act in such manner as such committee should deem best for the com- 
 pany's interest in all cases in which specific directions shall not have 
 been given by the board ; and it is and has been also provided by said 
 by-laws that the chairman of said executive committee is authorized 
 to represent that committee when it is not in session ; 
 
 That pursuant to such by-laws the said defendant Harriman has, 
 with the concurrence and assistance of said individual defendants, 
 other than defendant Clark, who were members of the executive 
 committee or directors of said company, dominated the affairs and 
 controlled the management of said defendant Union Pacific Railroad 
 Company. 
 
 III. 
 
 The defendant Union Pacific Railroad Company is, and during 
 all of said times has been, the owner of lines of railway extending 
 from Council Bluffs, Iowa, to Ogden, Utah ; from Julesburg, a point 
 on said line, to Denver, Colo. ; from Denver to Cheyenne, Wyo., and 
 a line from Kansas City, Mo., to Denver; 
 
 That the predecessor of the said Union Pacific Railroad Company 
 was organized under the act of Congress approved July 2, 1862 (12 
 
Stat., 489) . Its charter was thereafter amended by the acts of July 2, 
 1864 (13 Stat., 356), February 24, 1871 (16 Stat., 430), and other 
 acts. It constructed a line of railway from a point in Council Bluffs, 
 Iowa, through Cheyenne, Wyo., to Ogden, Utah, with a branch from 
 Julesburg to Denver, Colo.; 
 
 That the Kansas Pacific Railway Company was previously incor- 
 porated by special act of Congress as the Leavenworth, Pawnee & 
 Western Eailroad Company (subsequently the Union Pacific Rail- 
 road Company, eastern division), and constructed a line of railway 
 from Kansas City, Mo., to Denver; 
 
 That the Denver Pacific Railway & Telegraph Company was incor- 
 porated under the laws of Colorado, and constructed the line of 
 railroad from Denver to Cheyenne; 
 
 That these railways were consolidated under the said act of Con- 
 gress of 1862 into the Union Pacific Railway Company ; 
 
 That the Central Pacific Railroad Company was organized under 
 the laws of California, and constructed a line of railroad from Sacra- 
 mento, Cal., to Ogden, Utah; 
 
 That the Western Pacific Railroad Company was organized also 
 under the laws of California, and constructed a line of railroad from 
 San Francisco to Sacramento, Cal., and that these two latter corpo- 
 rations were afterwards consolidated into and became the Central 
 Pacific Railroad Company, which was for many years engaged in 
 the operation of said line of railroad from San Francisco to Ogden, 
 at which point it connected with the main line of said Union Pacific 
 Railroad Company; 
 
 That these lines of railroad were constructed by Government aid, 
 consisting of land grants of 10 sections per mile of road, and Govern- 
 ment bonds secured by a second mortgage upon the railways in the 
 sum of $16,000 per mile in open country, $48,000 per mile for 300 
 miles of the railroad most mountainous and difficult of construction, 
 and $32,000 per mile for the balance of the moimtainous railroad ; 
 
 That by the act of Congress approved July 2, 1864, the said lines 
 of railway receiving said aid, to wit, the Central Pacific Railroad 
 Company, the Western Pacific Railroad Company, the Union Pacific 
 Railway Company, the Kansas Pacific Railway Company, and the 
 Denver Pacific Railway & Telegraph Company, constituting all of 
 the said lines from Council Bluffs and from Kansas City, through 
 Denver, Cheyenme, Ogden, and Sacramento, to San Francisco, were 
 required to operate their lines as one continuous line, without dis- 
 crimination against or in favor of any or either of said companies ; 
 
 That in and by section 15 of said act of Congress approved July 2 
 1864, it was, among other things, provided " That the several compa- 
 nies authorized to construct the aforesaid roads are hereby required to 
 operate and use said roads and telegraph for all purposes of commu- 
 
nication, travel, and transportation, so far as the public and the Gov- 
 ernment are concerned, as one continuous line, and in such operation 
 and use to afford and secure to each equal advantages and facilities as 
 to rates, time, and transportation, without any discrimination of any 
 kind in favor of the road or business of any or either of said com- 
 panies, or adverse to the road or business of any or either of the 
 others." 
 
 That by the act of Congress approved June 20, 1874 (18 Stat., Ill) , 
 this provision was in substance reenacted, and any officer or agent of 
 the companies refusing to operate and use the said railroads for all 
 purposes of communication, travel, and transportation, so far as the 
 public and the Government are concerned, as one continuous line, 
 without discrimination as aforesaid, was declared to be guilty of a 
 misdemeanor, punishable by fine and imprisonment; and any party 
 injured was authorized to sue for damages or to procure an injunction 
 to enforce its provisions. 
 
 That the Oregon Short Line Railroad Company is, and during all 
 of said times has been, the owner of a line of railway extending 
 from a junction with said main line of the Union Pacific at Granger, 
 Wyo., to Huntington, Oreg. ; also a line from Salt Lake City, Utah, 
 to Butte, Mont.; 
 
 That the defendant Oregon Eailroad & Navigation Company is, and 
 during all of said times has been, the owner of a line of railroad from 
 said Huntington, Oreg., to Portland, Oreg.; 
 
 That all three of said lines of railway are the owners of important 
 branch lines in various States; that substantially all the stock of 
 said Oregon Short Line Railroad Company is, and during all said 
 times has been, owned by said Union Pacific Railroad Company, and 
 that substantially all the stock of said Oregon Railroad & Navigation 
 Company is, and during all of said times has been, owned by said 
 Oregon Short Line Railroad Company and said Union Pacific Rail- 
 road Company, and that by means of such stock ownership said 
 Union Pacific Railroad Company has at all times controlled and 
 managed the said Oregon Short Line Railroad Company and said 
 Oregon Railroad & Navigation Company, and the lines of said three 
 corporations have composed and still compose through main lines of 
 track from Council Bluffs, Iowa, and Kansas City, Mo., upon the 
 Missouri River, to said city of Portland, Oreg. ; 
 
 That in the year 1901 said Oregon Railroad & Navigation Com- 
 pany was the owner of a line of steamships plying between said Port- 
 land, Oreg., and San Francisco, Cal., by way of the Willamette and 
 Columbia rivers and the Pacific Ocean ; and through the ownership 
 of the stock of a corporation to which said steamship line has been 
 conveyed still owns the same ; and also was and still is the owner of 
 the stock of a corporation known as the Portland & Asiatic Steam- 
 
6 
 
 ship Company, which was running and still runs a line of steamships 
 from said Portland to Japan, China, and other points of the Orient, 
 and the said lines of steamships constitute, with said railway lines, 
 through routes for the transportation of property and persons, both 
 among the several States and with foreign nations ; 
 
 That the Southern Pacific Company was on said January 1, 1901, 
 and still is the owner and in control by and through its ownership of 
 the stock of various connecting lines of a line of railway extending 
 from New Orleans in the State of Louisiana, through said State and 
 the State of Texas, the Territories of New Mexico and Arizona, and 
 the States of California and Oregon, to said Portland ; 
 
 That said Southern Pacific Company also owned and still owns a 
 line connecting with said through lines ending at Galveston, Tex., 
 upon the Gulf of Mexico, and in connection with its lines of railroad 
 so reaching New Orleans and Galveston it owned and operated and 
 still owns and operates a line of steamships running from said ports 
 to Habana, Cuba, and to the City of New York ; 
 
 That then and now the said Southern Pacific Company was and is 
 also the owner of all the capital stock of the Central Pacific Railroad 
 Company, a corporation organized and existing under the laws of 
 California, which succeeded to the ownership of the line of railway 
 from Ogden to San Francisco theretofore owned by the corporation 
 of the same name, to wit. Central Pacific Railroad Company, herein- 
 before particularly described ; and by virtue of such ownership of all 
 said capital stock said Southern Pacific Company then and now in 
 all respects controls the operation and management of the affairs and 
 business of said Central Pacific Railroad Company ; 
 
 And was and still is also the owner of a majority of the stock of 
 the Pacific Mail Steamship Company, which latter company operates 
 a line of steamships from San Francisco to the Hawaiian and Philip- 
 pine Islands, China, Japan, and other oriental ports, and also a line 
 of steamers from San Francisco to Panama, which, with the lines 
 of the Panama Railroad Company crossing the Isthmus, and ships 
 running in connection therewith, constitutes a through line from New 
 York to San Francisco; 
 
 That the said rail lines of the said Southern Pacific Company from 
 the Mississippi River to Portland, Oreg., by way of San Francisco and 
 Los Angeles, were in active competition with said lines of railroad 
 of the Union Pacific Railroad Company for the transportation of vast 
 quantities of freight from points in the Mississippi Valley and in the 
 , Eastei'n States, both to and from the Pacific coast and points in 
 Colorado and other interior States; and said steamship line of said 
 Southern Pacific Company from New York to New Orleans and 
 Galveston, together with its rail lines run in connection therewith 
 was in active competition with the lines of said Union Pacific Rail- 
 
road Company for a large amount of traffic originating in the Atlantic 
 coast and Central States ; 
 
 That the rail line of said Southern Pacific Company from San 
 Francisco to Portland was in active competition with the ships ply- 
 ing between San Francisco and Portland and owned by said Oregon 
 Railroad & Navigation Company, as hereinbefore alleged ; 
 
 That the said ships of the Portland and Asiatic Steamship Com- 
 pany, in connection with the rail lines of said Union Pacific Eailroad 
 Company and its subsidiary companies, as hereinbefore alleged, run- 
 ning from Portland, Oreg., to the east, were in active competition 
 with the ships of said Pacific Mail Steamship Company and the rails 
 of said Southern Pacific Company running to the east from San 
 Francisco ; 
 
 That the line of railroad composed of the tracks of said Oregon 
 Short Line Eailroad Company and said Oregon Railroad & Navi- 
 gation Company between Ogden, Utah, and Portland, Oreg., were in 
 active competition with the lines of said Southern Pacific Company 
 between said points; 
 
 That the competition hereinbefore alleged between the system of 
 railroads and steamships owned and controlled by said Union Pacific 
 Eailroad Company and the system of railroads and steamships owned 
 and controlled by said Southern Pacific Company was substantial 
 and included a large volume of traffic, both freight and passenger. 
 
 That the Atchison, Topeka & Santa Fe Railway Company has been 
 for a period of more than eight years last past the owner and in con- 
 trol, by direct ownership and by the ownership of the stock of 
 railway companies owning a portion of said lines and by lease, of 
 a line of railway reaching from Chicago, in the State of Illinois, 
 through the States of Illinois, Missouri, Kansas, Colorado, the Ter- 
 ritories of New Mexico, Arizona, and Ihe State of California to the 
 city of San Francisco and to tide water at San Diego, Cal. ; that said 
 line of railway touches the Union Pacific at Kansas City, Mo., and 
 is and during all said times has been competitive with said Union Pa- 
 cific Railroad Company and said Southern Pacific Company for a 
 large traffic to and from the Pacific coast and the Orient, to and from 
 various points in the east and the Mississippi valley and in the State 
 of Colorado and other interior States ; 
 
 That the tracks of said Atchison, Topeka & Santa Fe Railway 
 Company cross the continent between those of the Southern Pacific 
 Company and the Union Pacific Railroad Company, and until the 
 construction of the San Pedro, Los Angeles & Salt Lake Railroad, 
 hereinafter referred to, constituted the only outlet to the East by 
 rail from all the territory along the Pacific coast south of Portland, 
 Oreg., to the Mexican border, other than the lines of said Union 
 Pacific Railway Company and said Southern Pacific Company. 
 
8 
 
 That the said Atchison, Topeka & Santa Fe Kailway Company 
 was for a number of years engaged in operating a line of steam- 
 ships to oriental ports from said port of San Diego, Cal., and said 
 line of ships, with its rail connections by way of the tracks of said 
 Atchison, Topeka & Santa Fe Eailway Company, was in active com- 
 petition with the steamship and rail lines of said Union Pacific 
 Eailroad Company and the Southern Pacific Company hereinbefore 
 described ; 
 
 That the traffic that was so competitive between said Southern 
 Pacific and Union Pacific and said Atchison, Topelta & Santa Fe 
 was and is of great volume, both passenger and freight ; 
 
 That the Northern Pacific Eailway Company and the Great 
 Northern Eailway Company are each the owners of linos of railway 
 extending from ports upon Lake Superior in the States of Wis- 
 consin and Minnesota, and from the city of St. Paul in the State 
 of Minnesota, through and across the States of Minnesota, North 
 Dakota, Montana, Idaho, Washington, and Oregon, and said rail- 
 road corporations are the joint owners of substantially all the stock 
 and are in control of the Chicago, Burlington & Quincy Eailroad 
 Company, a corporation which is the owner of a vast system of rail 
 lines connecting with the lines of the Northern Pacific Eailway Com- 
 pany at Billings, Mont., and at St. Paulj and with the lines of the 
 Great Northern Eailway Company at St. Paul, running thence to the 
 cities of Chicago, St. Louis, Mo., Kansas City, Denver, and Omaha, 
 Nebr., and crossing portions of the States of Minnesota, South 
 Dakota, Iowa, Illinois, Wisconsin, Missouri, Nebraska, Kansas, Colo- 
 rado, and Wyoming, and the lines of said Northern Pacific Eailway 
 Company and said Chicago, Burlington & Quincy Eailroad Company 
 are and have by the Supreme Court of the United States been held to 
 be competitive with the lines of the said Union Pacific Eailroad 
 Company for a large amount of traffic, both passenger and freight. 
 
 That as to an extensive traffic between various points in the Eastern 
 and Central States and the Pacific coast and the Orient the said 
 Northern Pacific and Great Northern Eailway Companies, together 
 with their connections and the steamship lines controlled by them, are 
 and at all times have been competitors for business with said Union 
 Pacific Eailroad Company and its connections so own(>d by it. 
 
 That the said San Pedro, Los Angeles & Salt Lake Eailroad Com- 
 pany is the owner of a line of railroad extending from San Pedro, a 
 port on the Pacific Ocean in the State of California, thence by way of 
 Los Angeles through the States of California, Ne\ada, and Utah, to 
 the city of Salt Lake in said State of Utah. 
 
 That a large part of said line is controlled by said corporation by 
 direct ownership and a small portion thereof in southern California 
 by lease, but the same constitutes a continuous line between said 
 
points, and the same would have been, but for the suppression of 
 competition hereinafter alleged, at all times since its construction, by 
 reason of its location and its connection with said Oregon Short Line 
 Eailroad Company at Salt Lake City and its connection with the 
 lines of the Denver & Eio Grande Kailway Company at the same 
 place, which latter company owns a line of railway from Salt Lake 
 City to Denver, a competitor with said Southern Pacific Company 
 and said Union Pacific Eailroad Company. 
 
 IV. 
 
 That in the spring of 1901 the said defendants Edward H. Harri- 
 man, Jacob H. Schiff, Otto H. Kahn, James Stillman, and the defend- 
 ant Union Pacific Eailroad Company, contriving and intending un- 
 lawfully to restrain the trade and commerce among the several States 
 and between said States and foreign countries carried on by said Union 
 Pacific Eailroad Company, said Southern Pacific Company, and 
 said other competing lines of railway and steamships, as hereinbefore 
 alleged, and contriving and intending unlawfully to monopolize and 
 attempt to monopolize such trade and commerce, and contriving and 
 intending unlawfully to restrain and prevent competition among said 
 railway systems and steamship lines in respect to such interstate and 
 foreign trade and commerce, and contriving and intending unlaw- 
 fully to deprive -the public of the facilities and advantages in the 
 carrying on of such interstate and foreign trade and commerce there- 
 tofore enjoyed through the independent competition of said railway 
 systems and steamship lines, unlawfully entered into a combination or 
 conspiracy to effect a virtual or substantial consolidation of said 
 Union Pacific Eailroad Company and said other transcontinental 
 railway companies and said steamship lines, and to place restraint 
 upon all competitive interstate and foreign trade and commerce car- 
 ried on by them, and to monopolize and attempt to monopolize the 
 same, and to suppress the competition theretofore existing between 
 the same in said interstate and foreign trade and commerce through 
 their instrumentality and by the means following, to-wit : 
 
 That said firm of Kuhn,Loeb & Co., acting through said defendants 
 Schiff and Kahn, and with the assistance of said defendant Harri- 
 man, acquired 750,000 shares of the stock of said Southern Pacific 
 Company, of the par value of $75,000,000, out of a total issue then 
 outstanding of $197,847,788, which said stock was acquired for the 
 purpose of turning the same over to said Union Pacific Eailroad 
 Company, so that the same might be held in the treasury of said com- 
 pany and voted by it, for the purpose and with the intention of con- 
 trolling the election of the board of directors and officers of the said 
 Southern Pacific Company and eliminating the competition that had 
 
10 
 
 theretofore existed between said Union Pacific system and said 
 Southern Pacific system; 
 
 That said stock was, on or about March 4, 1901, duly delivered to 
 said Union Pacific Company, pursuant to said conspiracy, and said 
 company either by itself or by its subsidiary company, the Oregon 
 Short Line Railroad Company, has since been in possession and own- 
 ership thereof, and has voted the said shares of stock at all the stock- 
 holders' meetings of said Southern Pacific Company; 
 
 That thereafter, with the like purpose of suppressing competition 
 and placing restraint upon all competitive interstate and foreign 
 trade and commerce, and monopolizing and attempting to monopolize 
 the same, and for the purpose of rendering more certain and secure 
 the efforts theretofore made, as above stated, by the acquisition of 
 the said 760,000 shares of said stock, said conspirators further ac- 
 quired for, and said Union Pacific Railroad Company obtained, an 
 additional 150,000 shares of stock of said Southern Pacific Company, 
 which were likewise placed in the treasury of said company, making 
 an aggregate of 900,000 shares of stock of said Southern Pacific Com- 
 pany so acquired for the purpose and in the manner above stated ; 
 
 That all of the said stock has since been voted by said Union Pa- 
 cific Railroad Company, or under its direction, at all meetings of 
 stockholders of said Southern Pacific Company, with the end and 
 for the purpose of restraining trade and commerce, and eliminating 
 competition and monopolizing and attempting to monopolize such 
 interstate and foreign commerce, as hereinbefore averred; 
 
 That thereafter the said defendants Harriman, Schiff, Kahn, and 
 Stillman, and said Union Pacific Railroad Company caused to be is- 
 sued by said Sovithern Pacific Company $39,563,300 par value of pre- 
 ferred capital stock of said Southern Pacific Company, which was 
 subscribed for by the various stockholders of said Southern Pacific 
 Company in proportion to their holdings of common stock ; 
 
 That said Union Pacific Railroad Company, for the purpose above 
 stated, and with intent to insure the success of said attempt to restrain 
 interstate and foreign commerce and monopolize the same, subscribed 
 for, took, and now has in its possession, the proportion or percentage 
 of such preferred stock to which the said 900,000 shares of common 
 stock was entitled under said plan, to-wit: $18,000,000 par value 
 thereof, and has since its said issue at all times voted the same at all 
 meetings of said Southern Pacific Company. 
 
 That the said 750,000 shares of Southern Pacific common stock was, 
 in the first instance, acquired directly by said Union Pacific Railroad 
 Company, but for convenience in financing, or other reasons unknown 
 to complainant, the said stock was in form turned over to the said 
 defendant Oregon Short Line Railroad Company, and the said addi- 
 tional common stock and the said eighteen millions of preferred stock 
 
11 
 
 are now in form in the treasury of said Oregon Short Line Railroad 
 Company, but, as hereinbefore averred, are controlled and voted as 
 directed by said Union Pacific Railroad Company, which owns the 
 stock of said Oregon Short Line Railroad Company, and controls the 
 management, operation, and business affairs thereof, and the said 
 stock and all of the same is now in form so voted by said Oregon 
 Short Line Railroad Company, but at the dictation and instance of 
 said Union Pacific Railroad Company, the said Harriman, Stillman, 
 Schiff, and Kahn, for the purpose of choosing boards of directors 
 who will act in subservience to the management of said Union Pacific 
 Railroad Company, to the end that competition in interstate and 
 foreign commerce may be restrained and such business be monopo- 
 lized and attempted to be monopolized, as hereinbefore set forth ; 
 
 That the balance of the stock of said Southern Pacific Company is 
 scattered among a large number of stockholders, the exact number 
 being unknown to complainant, but that by reason of the fact that 
 such stock is so scattered in small blocks the full amount of such 
 stock is not and never has been at any meeting, and, according to 
 ordinary business usage and experience, never will be, voted at any 
 such meeting, for which reason the said stock so controlled by said 
 Union Pacific Railroad Company has constituted a majority of the 
 stock present at each and every meeting of the stockholders of said 
 Southern Pacific Company since the year 1902, and will continue to 
 constitute such majority if said stock remains the property of said 
 Oregon Short Line Railroad Company, and the said Union Pacific 
 Railroad Company by and through said Oregon Short Line Rail- 
 road Com;pany has controlled the said meetings and has elected such 
 boards of directors as have been selected by said railroad company 
 and said Harriman, Stillman, Kahn, and Schiff; 
 
 That said conspirators, after the acquisition of such , control of 
 said Southern Pacific Company, at all times caused to be elected 
 successive boards of directors of said company, a majority of whom 
 were also directors of said Union Pacific Railroad Company; that 
 said Harriman was made the chairman of the executive committee 
 of said Southern Pacific Company and still fills such ofSce; 
 
 That said Southern Pacific Company has conferred upon such ex- 
 ecutive committee and upon the chairman thereof the same powers 
 as the like committee and the like officer enjoy in the case of the 
 Union Pacific Railroad Company, as hereinbefore set forth; that the 
 said Harriman was by said conspirators caused to be elected, and he 
 still is, the prasident of said Southern Pacific Company ; 
 
 That the said Union Pacific Railroad Company and Southern Pa- 
 cific Company have and for several years last past have had common 
 traffic officials, operating officials, purchasing agents, and commercial 
 agents, and in all respects the said lines of railway controlled by said 
 
12 
 
 corporations respectively, as hereinbefore set forth, are operated and 
 have since the year 1901 been operated as one single entire system; 
 
 That the management of the said steamship lines has be«n amalga- 
 mated, and that the competition formerly existing between the said 
 two railway systems, with their steamships, as hereinbefore set forth, 
 has been destroyed, and the said interstate and foreign commerce 
 which was originally and prior to the acts herein complained of the 
 subject of competition has been monopolized in the hands and under 
 the control of the said Union Pacific Eailroad Company and its 
 subsidiary corporations and its officials; 
 
 That each and every of the acts hereinbefore complained of were 
 done and performed by the said Harriman, Schiff, Kahn, Stillman, 
 and Union Pacific Railroad Company for the purpose and with the 
 intent and result of monopolizing trade and commerce both among 
 the States and with foreign nations and with the intent and result 
 of suppressing and eliminating all competition between said com- 
 panies. 
 
 V. 
 
 Complainant further avers that pursuant to the said conspiracy so 
 formed to restrain trade and commerce among the several States 
 and with foreign nations, and of monopolizing and attempting to 
 monopolize the same, and to suppress the competition theretofore 
 existing between the various railway systems and water lines herein- 
 before described, and for the purpose of further effectuating such 
 restraint and creating such monopoly, the said defendants, Harriman, 
 Schiff, Kahn, Stillman, the Union Pacific Railroad Company, and 
 other parties to complainant unknown, did, in the spring of 1901, 
 also cause the said Union Pacific Railroad Company to acquire a 
 majority of the stock of said Northern Pacific Railway Company, 
 meaning and intending thereby to destroy the competition thereto- 
 fore existing between said Northern Pacific Railway system and said 
 Union Pacific Railroad system, and also between the latter and the 
 lines of the Chicago, Burlington & Quincy Railway Company here- 
 inbefore described; 
 
 That the said purchase of stock was made in form by said Oregon 
 Short Line Railroad Company, but said company acted at the instance 
 of said Union Pacific Railroad Company and said other parties, and 
 the money employed in said purchase was furnished by the said 
 Union Pacific Railroad Company, and said purchase was made solely 
 for the purpose of suppressing competition, restraining trade, and 
 creating monopoly pursuant to the conspiracy hereinbefore alleged* 
 
 That after the acquisition of said stock of the said Northern 
 Pacific Railway Company there was formed under the laws of the 
 State of New Jersey a corporation called the Northern Securities 
 
13 
 
 Company, which latter corporation was organized for the purpose, 
 among other things, of taking over as a holding company, a majority 
 or all the stock of said Northern Pacific Railway Company and said 
 Great Northern Railway Company; 
 
 That, acting in unison and harmony with the parties promoting said 
 Northern Securities Company, the defendants Harriman, Schiff, 
 Kahn, Stillman, and the Union Pacific Railroad Company, and their 
 associates, caused said Oregon Short Line Railroad Company to sell 
 to said Northern Securities Company all of the stock in said Northern 
 Pacific Railway Company so acquired, amounting to $37,023,000 par 
 value of the common stock and $41,085,000 par value of the pre- 
 ferred stock out of a total issue of $155,000,000 par value, and said 
 Oregon Short Line Railroad Company received from said Northern 
 Securities Company for said stock so transferred to it, in addition to 
 a certain amount of cash, shares of said Northern Securities Com- 
 pany aggregating $82,491,871 par value, which said shares were is- 
 sued in the name of the defendant Harriman and one Winslow S. 
 Pierce, who was the counsel for the said Union Pacific Railroad 
 Company, who, however, had no personal interest in the said shares, 
 but held the same for the benefit and on account of the said Oregon 
 Short Line Railroad Company and pursuant to the conspiracy above 
 averred ; 
 
 That the said preferred stock of the Northern Pacific Railway 
 Company was, pursuant to the charter and terms upon which said 
 stock was issued, duly retired and an additional issue of common 
 stock in the same amount was made, so that the par value of the 
 stock of said Northern Pacific Railway Company remained at $155,- 
 000,000, but the same was all in one class, to wit, common stock ; 
 
 That thereafter an action was duly brought by the complainant, 
 United States of America, against the said Northern Securities Com- 
 pany and others in the United States Circuit Court for the District 
 of Minnesota, in which said cause a decree was duly entered, adjudg- 
 ing that the said holding of the stocks of the Northern Pacific Rail- 
 way Company and the Great Northern Railway Company was illegal, 
 as in restraint of trade and in violation of the act of Congress ap- 
 proved July 2, 1890, entitled, "An act to protect trade and com- 
 merce against unlawful restraints and monopolies," which said de- 
 cree was affirmed by the Supreme Court of the United States (193 
 U. S., 197) ; 
 
 That thereafter the board of directors of said Northern Securities 
 Company adopted resolutions for the distribution of the shares of 
 the capital stock of the Northern Pacific Railway Company and of 
 the Great Northern Railway Company among the shareholders of it, 
 the said Northern Securities Company, pro rata, but that the said 
 defendants and their associates who had so caused the shares of said 
 
14 
 
 Northern Pacific Eailway Company to be acquired for the purposes 
 above stated, opposed and protested against the said proposed distri- 
 bution among the shareholders of said Northern Securities Company, 
 and the said defendants Harriman and Oregon Short Line Railroad 
 Company, and the said Winslow S. Pierce, in whose name jointly 
 with said Harriman the said shares had been registered, together 
 with the Equitable Trust Company, a corporation of New York, with 
 whom said shares had been deposited as trustee to secure obligations 
 of said Oregon Short Line Railroad Company, exhibited a bill of 
 complaint against said Northern Securities Company in the Circuit 
 Court of the United States for the District of New Jersey, praying 
 for an injunction to restrain the said pro rata distribution and a 
 decree that they were entitled to the return and transfer to them by 
 said Northern Securities Company of the shares of common stock of 
 said Northern Pacific Railway Company which were so delivered to 
 said securities company by said Harriman and Pierce, and the shares 
 of common stock into which the preferred stock of the Northern Pa- 
 cific Railway Company delivered by them, were converted in ex- 
 change for the certificates of stock of the Northern Securities Com- 
 pany so issued to and held by the complainants in such suit ; 
 
 That in said action a decree was entered by the said circuit court 
 granting the injunction prayed (132 Fed. Rep., 464) ; from this order 
 an appeal was prosecuted to the Circuit Court of Appeals for the 
 Third Circuit, which in all things reversed the decree of the court 
 below (134 Fed. Rep., 331) ; thereupon the said cause was removed 
 to the Supreme Court of the United States by certiorari, and the de- 
 cree of the circuit court of appeals was affirmed and the cause was 
 remanded to the circuit court with directions to dismiss the bill of 
 complaint ; 
 
 That the decision by the Supreme Court of the United States that 
 the said parties were not entitled to relief was in part placed upon 
 the ground that the said Northern Pacific system, in connection with 
 the system of the Chicago, Burlington & Quincy Railway Company, 
 above referred to, was competitive with the Union Pacific Railroad 
 system, and the delivery to the complainants in said cause of a ma- 
 jority of the total Northern Pacific Railway Company stock would 
 be in violation of said act of July 2, 1890 (197 U. S., 244, 297) ; 
 
 That the said defendants Harriman, Schiff, Kahn, Stillman, Union 
 Pacific Railroad Company, and their associates, caused the said 
 action last above described to be prosecuted for the sole purpose 
 of effectuating the said conspiracy so originally entered into to 
 restrain trade and commerce, smother competition, and monopolize 
 such trade and commerce among the several States, and with foreign 
 nations, as hereinbefore more fully set forth; 
 
15 
 
 That after the said decision of the Supreme Court of the United 
 States the said Northern Securities Company proceeded with the 
 distribution of the shares of said Northern Pacific Railway Company 
 and said Great Northern Eailway Company, as proposed, and said 
 Oregon Short Line Railroad Company received many million dollars 
 par value of the shares of said Northern Pacific Railway Company 
 and said Great Northern Railway Company ; 
 
 That a certain amount of the said stocks have been since disposed 
 of by said Oregon Short Line Railroad Company, but that it is 
 still the owner of large amounts of the same, as complainant is 
 informed and believes, which said shares, and each and all of them, 
 are illegally held by said Oregon Short Line Railroad Com;pany as 
 the agent and representative of said conspirators, and are held pur- 
 suant to the said conspiracy and not otherwise. 
 
 VI. 
 
 Complainant further avers that prior to the year 1902 the 
 defendant, William A. Clark, together with certain associates, caused 
 to be incorporated the said defendant San Pedro, Los Angeles & 
 Salt Lake Railroad Company for the purpose of acquiring and 
 constructing an independent competing line of railway from tide 
 water at San Pedro, Cal., through Los Angeles, and across the States 
 of California and Nevada and a portion of Utah to the city of 
 Salt Lake ; 
 
 That the said corporation acquired a line of railway from San 
 Pedro to Los Angeles, and was engaged in the construction of the 
 balance of its line, when the said defendants Harriman, Schiff, Kahn, 
 Stillman, the Union Pacific Railroad Company, and Oregon Short 
 Line Railroad Company, for the sole purpose of restraining trade 
 and commerce among the States and with foreign nations and mo- 
 nopolizing the same as hereinbefore more particularly set forth, and 
 of preventing competition between said railway so in the process of 
 construction, and said Union Pacific Railroad system, including the 
 said Southern Pacific system, brought suits of various kinds in the 
 courts for the purpose of harassing and injuring the said railway 
 company and preventing the acquisition of the necessary right of way 
 for the same, put large gangs of men at work to interfere with and 
 prevent construction of the said line, and threatened said Clark, his 
 associates, and said San Pedro, Los Angeles & Salt Lake Railroad, 
 that if said line was completed, the same would be paralleled by said 
 Oregon Short Line, its value would be destroyed and its ability to 
 secure business or operate at a profit would be taken away, which 
 said threats, litigations, and other interference were continued for a 
 
16 
 
 period of many months, as the result of which the said defendant 
 Clark, and his associates, were induced to desist from and abandon 
 their proposed independent competing line, and said Harriman and 
 his associates hereinbefore named and said Oregon Short Line Eail- 
 road Company on the one part, and the said Clark and his associates 
 upon the other part, combined and confederated together to suppress 
 such proposed competition ; and to maintain, continue, and extend the 
 restraint of trade and monopoly theretofore built up and attempted to 
 be built up by said Harriman and his associates, as hereinbefore 
 averred, said Clark joined in said conspiracy to suppress competition 
 in all said territory as hereinbefore set forth, and pursuant to such 
 alliance with said conspirators, the said Clark entered into a certain 
 agreement with the defendant Harriman, under date of July 9, 1902, 
 a true and correct copy of which is hereto annexed marked " Exhibit 
 A " and made a part of this bill as fully as though set forth herein 
 at length; 
 
 That pursuant to the said contract made between said defendants 
 Clark and Harriman certain supplemental deeds, contracts, and 
 agreements in writing were made between the defendant Oregon 
 Short Line Railroad Company, the defendant Union Pacific Railroad 
 Company, the defendant Southern Pacific Company, and said de- 
 fendant San Pedro, Los Angeles & Salt Lake Railroad Company, in 
 and by which contracts and agreements certain lines of railroad con- 
 trolled by said Oregon Short Line Railroad Company in southern 
 Utah and the eastern part of Nevada were conveyed to the San 
 Pedro, Los Angeles & Salt Lake Railroad Company, and said Oregon 
 Short Line Railroad Company desisted from its work of constructing 
 a line of railway parallel with the said proposed line of the said San 
 Pedro, Los Angeles & Salt Lake Railroad Company, and withdrew 
 all opposition to the construction of the latter ; 
 
 That said defendant Harriman secured to said San Pedro, Los 
 Angeles & Salt Lake Railroad Company the use of certain of the 
 tracks owned or controlled by said defendant Southern Pacific Com- 
 pany and said Atchison, Topeka & Santa Fe Railway Company in 
 southern California, and the balance of the said line of the San 
 Pedro, Los Angeles & Salt Lake Railroad Company between Los 
 Angeles and the tracks of the Southern Pacific Company near River- 
 side, Cal., between the terminus of and the tracks of the Atchison, 
 Topeka & Santa Fe Railway Company so leased to it near the Cajon 
 Pass, in eastern California, and the terminus of the said line so 
 acquired from the said Oregon Short Line Railroad Company in 
 eastern Nevada were at once constructed by said San Pedro Los 
 Angeles & Salt Lake Railroad Company, which, by means of said 
 tracks so constructed, leased, and acquired is now engaged in operat- 
 ing a through line from said San Pedro to Salt Lake ; 
 
17 
 
 That as provided by said contract Exhibit A, and for the purpose 
 of maintaining, extending, and preserving the restraint of trade and 
 commerce among the States and with foreign nations, and monop- 
 olizing the same and destroying competition with relation thereto, 
 pursuant to the conspiracy hereinbefore alleged, certain traffic ar- 
 rangements and contracts were caused by said conspirators Harriman, 
 Schiff, Kahn, Stillman, Union Pacific Railroad Company, Oregon 
 Short Line Railroad Company, William A. Clark, and their asso- 
 ciates, to be made between said San Pedro, Los Angeles and Salt Lake 
 Railroad Company, and said Southern Pacific Company, by which it 
 was agreed that upon all local competitive business the said San 
 Pedro, Los Angeles & Salt Lake Railroad Company should adopt the 
 tariffs and schedules of said Southern Pacific Company, and that the 
 same should not be at any time changed without the consent of both 
 parties to said agreement during the period of ninety-nine years 
 thereafter; and certain other contracts were made by which said 
 Oregon Short Line Railroad Company and said San Pedro, Los An- 
 geles & Salt Lake Railroad Company, respectively, bound themselves 
 for a like period of ninety-nine years that they would not build or 
 assist in building any lines of railway into the respective territories 
 served by said companies ; that is to say, that the San Pedro, Los An- 
 geles & Salt Lake Railroad Company would not construct any lines 
 of railway north of the parallel of Salt Lake City, Utah, and the 
 Oregon Short Line Railway Company Avould not construct any 
 lines south of the parallel of Salt Lake City, Utah, except by 
 common consent; it was further agreed between said Union Pacific 
 Railroad Company and said San Pedro, Los Angeles & Salt Lake 
 Railroad Company that the said Union Pacific Railroad Company 
 should have the right to make and establish through rates on all joint 
 business between points reached over the lines of said Union Pacific 
 Railroad Company and points in Utah on the said San Pedro, Los 
 Angeles & Salt Lake Railroad Company; and in many and divers 
 other ways the said San Pedro, Los Angeles & Salt Lake Railroad 
 Company surrendered the control of said company and the manage- 
 ment of its affairs to the said Harriman and his associates, including 
 said Union Pacific Railroad Company and said Oregon Short Line 
 Railroad Company. 
 
 That the said conspirators caused a total issue of $25,000,000 par 
 value of stock of said San Pedro, Los Angeles & Salt Lake Railroad 
 Company to be made, and the same was divided in equal parts be- 
 tween the said Clark, representing himself and his associates, and 
 the said Harriman, representing said Oregon Short Line Railroad 
 Company; and said stock was, with the exception of the shares 
 necessary to qualify the directors of said San Pedro, lios Angeles 
 & Salt Lake Railroad Company, placed in the names of said defend- 
 21479—07 2 
 
18 
 
 ants Harriman and Clark, respectively, and by them transferred to 
 and deposited with the Farmers' Loan and Trust Company, a cor- 
 poration of the State of New York, as trustee, under an agreement 
 by which said trust company should hold and vote the same at all 
 stockholders' meetings for a long term of years, in such manner as 
 said company might be directed by said Clark and Harriman; a 
 true and correct copy of which agreement is hereto attached, marked 
 " Exhibit B," and made a part hereof, as fully as though herein set 
 forth at length ; 
 
 That each and all of the acts hereinbefore last described were done 
 pursuant to said original conspiracy to suppress competition and pro- 
 cure a monopoly of the transportation business throughout the ter- 
 ritory hereinbefore described, in which conspiracy the said Clark 
 joined, and to which he united himself as above set forth ; 
 
 That in pursuance of the said combination, confederation, and con- 
 spiracy the said lines of railroad so owned and operated by said San 
 Pedro, Los Angeles & Salt Lake Eailroad Company are in all re- 
 spects managed, operated, and controlled by the said conspirators; 
 and there is not, and can not be, while such control continues, any 
 competition whatsoever between the said San Pedro, Los Angeles & 
 Salt Lake Eailroad Company and said Sputhern Pacific Company, or 
 the other lines of railway owned or controlled by said Union Pacific 
 Railroad Company and said Harriman and his associates, as here- 
 inbefore alleged. 
 
 VII. 
 
 Complainant further avers that pursuant to the said conspiracy 
 to restrain trade and commerce among the several States and with 
 foreign nations, and to monopolize and attempt to monopolize such 
 trade and commerce, and to unlawfully restrain and prevent com- 
 petition among said railway systems, the said defendants Harriman, 
 Schiff, Kahn, Stillman, Rogers, and Frick did, in or about the early 
 part of the year 1904, make large purchases of stock of the said 
 Atchison, Topeka & Santa Fe Railway Company, aggregating, as 
 complainant is informed and believes, at least $30,000,000 par value 
 of said stock, and after making said purchases the said defendants 
 Schiff, Harriman, and Frick demanded of the officials of the said 
 Atchison, Topeka & Santa Fe Railway Company, who held the 
 proxies of the holders of a majority of the stock of said company, 
 that certain of said parties so engaged in said conspiracy should be 
 chosen and elected as directors of said Atchison, Topeka & Santa Fe 
 Railway Company ; that pursuant to said demand, and by reason of 
 the fact that under the cumulative system of voting which was pro- 
 vided for in the charter of said railway company, the holders of the 
 amount of stock so controlled by said defendants Schiff, Harriman 
 Kahn, Stillman, Rogers, and Frick would have been able to elect 
 
19 
 
 two directors of said company, the said officials consented and agreed 
 that said defendants Rogers and Frick, who had united themselves 
 with the said conspiracy so originally made by said Harriman, Schiff, 
 Kahn, and Stillman, and the various railway companies hereinbefore 
 mentioned, might be elected as directors of said Atchison, Topeka & 
 Santa Fe Railway Company, and during the said year 1904 the said 
 defendants Frick and Rogers were so elected as directors of said Atch- 
 ison, Topeka & Santa Fe Railway Company, and have since served 
 and are still serving as such directors, and that by means thereof the 
 said Union Pacific Railroad Company, of which said Rogers and 
 Frick are, and during all of said times have been, directors, and in 
 which they are largely interested, has had knowledge of the affairs 
 and business of said Atchison, Topeka & Santa Fe Railway Company. 
 
 That in the summer of 1906, for the purpose of making more cer- 
 tain and effective the restraint of trade and elimination of competi- 
 tion and the monopolization of commerce hereinbefore referred to, 
 the said Harriman and his coconspirators, including said Union 
 Pacific Railroad Company, caused to be purchased by said Union 
 Pacific Railroad Company $10,000,000 par value of the stock of said 
 Atchison, Topeka & Santa Fe Railway Company, and said Union 
 Pacific Railroad Company is still the owner and holder thereof, as 
 complainant is informed and believes ; 
 
 That pursuant to said partial control of said Atchison, Topeka & 
 Santa Fe Raibvay Company so obtained by said Harriman and his 
 associates, including said Union Pacific Railroad Company, competi- 
 tion between the system of railways so controlled by said Union 
 Pacific Railroad Company and said Atchison, Topeka & Santa Fe 
 Railway Company, has to a large extent been eliminated; that the 
 said conspirators have caused the said Southern Pacific Company to 
 abandon certain extensions, improvements, and additions to their 
 said interstate railway in the State of California, and the said Atchi- 
 son, Topeka & Santa Fe Railway Company has been in the same 
 manner caused and induced to abandon extensions and additions to 
 its said interstate railway lines in said State of California, and said 
 extensions so projected and partially completed have been amalgam- 
 ated, and the title to the said property placed in the name of a new 
 corporation known as the " Northwestern Pacific Railway Company," 
 the stock of which is owned in equal parts by said Southern Pacific 
 Company and said Atchison, Topeka & Santa Fe Railway Company 
 under a contract by which the control of said lines, additions, and 
 extensions is to be in alternate years exercised by said two companies, 
 respectively, but for the common benefit of said two corporations; 
 and the lines of railway of said Union Pacific Railroad Company, 
 said Southern Pacific Company, and said Atchison, Topeka & Santa 
 Fe Railway Company are operated in harmony with each other 
 
20 
 
 under agreements and understandings as to rates and divisions of 
 business. 
 
 That all of the said acts hereinbefore ennumerated have been done 
 pursuant to the said conspiracy so originally formed by certain of 
 the defendants, as fully set forth in this bill, and in which said con- 
 spiracy and confederation said other defendants joined from time to 
 time, as above alleged. 
 
 VIII. 
 
 In consideration whereof, and inasmuch as adequate relief in 
 the premises can only be obtained in this court, the United States 
 of America prays your honors to order, adjudge, and decree that the 
 combination and conspiracy hereinbefore described is unlawful, and 
 that all acts done or to be done to carry it out are in derogation of 
 the common rights of all the people of the United States and in viola- 
 tion of the act of Congress of July 2, 1890, entitled "An act to pro- 
 tect trade and commerce against unlawful restraints and monopolies ;" 
 and that the defendants and each and every one of them and their 
 officers, directors, stockholders, agents, and servants, and each and 
 every one of them, be perpetually enjoined from doing any action 
 in pursuance of, or for the purpose of carrying out the same ; and , 
 in addition, that the several defendants be respectively enjoined as 
 follows : 
 
 1. That the defendants, the Union Pacific Railroad Company, the 
 Oregon Short Line Railroad Company, the Oregon Railroad & Nav- 
 igation Company, and their respective officers, directors, executive 
 committees, and their respective agents and servants, and each and 
 every one of them, be perpetually enjoined from purchasing, acquir- 
 ing, receiving, holding, voting (whether by proxy or otherwise), 
 or in any manner acting as the owner of any of the shares of the 
 capital stock of either the Northern Pacific Railway Company, the 
 Great Northern Railway Company, the San Pedro, Los Angeles & 
 Salt Lake Railroad Company, the Atchison, Topeka & Santa Fe 
 Railway Company, and the Southern Pacific Company ; 
 
 2. That the defendant Northern Pacific Railway Company, its 
 stockholders, officers, directors, agents, and servants, and each and 
 every one of them, be perpetually enjoined from in any manner recog- 
 niziing or accepting the said Union Pacific Railroad Company, the 
 Oregon Short Line Railroad Company, the Oregon Railroad & Navi- 
 gation Company, or any person or corporation whatsoever, in their 
 interest or in the interest of any one of them, as the owner or holder 
 of any shares of its capital stock, and from permitting said com- 
 panies, or any person or corporation in their interest or acting for 
 them, to vote such stock, whether by proxy or otherwise, and be fur- 
 ther enjoined from paying any dividends upon such stock to either 
 
21 
 
 of said companies, or any person or corporation acting for them, or 
 any assigns of said companies, or any person or corporation acting 
 for them, unless authorized by this court, and from recognizing as 
 valid any transfer, mortgage, pledge, or assignment by said com- 
 panies, or any of them, or any person or corporation in their interest, 
 of such stock, unless authorized by this court. 
 
 3. That the defendant Great Northern Railway Company, its 
 stockholders, officers, directors, agents, and servants, and each and 
 every one of them, be perpetually enjoined from in any manner rec- 
 ognizing or accepting the said Union Pacific Railroad Company, Ore- 
 gon Short Line Railroad Company, the Oregon Railroad & Nav- 
 igation Company, or any person or corporation whatsoever, in 
 their interest or in the interest of any one of them, as the owner 
 or holder of any shares of its capital stock, and from permit- 
 ting said companies or any person or corporation in their in- 
 terest or acting for them, to vote such stock, whether by proxy or 
 otherwise, and be further enjoined from paying any dividends upon 
 such stock to either .of said companies, or any person or corporation 
 acting for them, or any assigns of said companies, or any person or 
 corporation acting for them, unless authorized by this court, and from 
 recognizing as valid any transfer, mortgage, pledge, or assignment by 
 said companies, or any of them, or any person or corporation in their 
 interest, of such stock, unless authorized by this court. 
 
 4. That the defendant Atchison, Topeka & Santa Fe Railway Com- 
 pany, its stockholders, officers, directors, agents, and servants, and 
 each and every one of them, be perpetually enjoined from in any 
 manner recognizing or accepting the said Union Pacific Railroad 
 Company, the Oregon Short Line Railroad Company, the Oregon 
 Railroad & Navigation Company, or any person or corporation 
 whatsoever, in their interest or in the interest of any one of them, 
 as the owner or holder of any shares of its capital stock, and from 
 permitting said companies or any person or corporation in their 
 interest or acting for them, to vote such stock, whether by proxy or 
 otherwise, and be further enjoined from paying dividends upon such 
 stock to either of said companies, or any person or corporation acting 
 for them, or any assigns of said companies, or any person or corpora- 
 tion acting for them, unless authorized by this court, and from recog- 
 nizing as valid any transfer, mortgage, pledge, or assignment by said 
 companies, or any of them, or any person or corporation in their 
 interest, of such stock, unless authorized by this court. 
 
 5. That the defendant Southern Pacific Company, its stockhold- 
 ers, officers, directors, agents, and servants, and each and every one 
 of them, be perpetually enjoined from in any manner recognizing or 
 accepting the said Union Pacific Railroad Company, the Oregon 
 Short Line Railroad Company, the Oregon Railroad & Navigation 
 
22 
 
 Company, or any person or corporation whatsoever, in their interest 
 or in the interest of any one of them, as the owner or holder of any 
 shares of its capital stock, and from permitting said companies, or 
 any person or corporation in their interest or acting for them, to 
 vote such stock, whether by proxy or otherwise, and be further 
 enjoined from paying any dividends upon such stock to either of 
 said companies, or any person or corporation acting for them, or any 
 assigns of said companies, or any person or corporation acting for 
 them, unless authorized by this court, and from recognizing as valid 
 any transfer, mortgage, pledge, or assignment by said companies, or 
 any of them, or any person or corporation in their interest, of such 
 stock, unless authorized by this court. 
 
 6. That the said San Pedro, Los Angeles & Salt Lake Eailroad 
 Company, its stockholders, officers, directors, agents, and servants, 
 and each and every one of them, be perpetually enjoined from in 
 any manner recognizing or accepting the said Oregon Short Line 
 Eailroad Company or said Harriman as the nominal holder of the 
 stock in said San Pedro, Los Angeles & Salt Lake Eailroad Company, 
 issued for the benefit of said Oregon Short Line Eailroad Company, 
 or said Farmers' Loan & Trust Company as the depository of said 
 one-half of the capital stock of said San Pedro, Los Angeles & 
 Salt Lake Eailroad Company, as the owner or holder of any shares 
 of the capital stock of said San Pedro, Los Angeles & Salt Lake 
 Eailroad Company; and be further enjoined from permitting such 
 parties, or any of them, or any person or corporation in their interest, 
 to vote such stock, whether by proxy or otherwise, and from paying 
 any dividends upon such stock to any of said parties, or their 
 assigns, unless authorized bj^ this court; and from recognizing as 
 valid any transfer, mortgage, pledge, or assignment by said Oregon 
 Short Line Eailroad Company or said Harriman or said Farmers' 
 Loan & Trust Company unless authorized by this court. 
 
 7. That the defendant Farmers' Loan & Trust Company, its 
 trustees, officers, agents, servants, and all persons acting under its 
 authority, be perpetually enjoined from voting the said stock, or 
 any stock of the said San Pedro, Los Angeles & Salt Lake Eailroad 
 Company held by it under the said agreement Exhibit B, at any 
 meeting of the stockholders of said railroad corporation; and that 
 said Farmers' Loan & Trust Company be perpetually enjoined 
 from transferring or assigning the said stock, or any of the same, 
 unless authorized by this court. 
 
 8. That said defendant W. A. Clark, his agents, servants, and 
 all persons acting by, through, or under him, be perpetually enjoined 
 from in any manner carrying out the said contract Exhibit B, and 
 from voting, either personally or through any proxy or representa- 
 tive, any of the stock of said San Pedro, Los Angeles & Salt Lake 
 
23 
 
 Railroad Company for the purpose of carrying out the said unlawful 
 combination in restraint of trade and commerce. 
 
 9. That the individual defendants named, and their associate stock- 
 holders, and each and everj^ person combining or conspiring with 
 them and their trustees, agents, and assigns, present or future, and 
 each and every one of them, be perpetually enjoined from doing any 
 and every act or thing in furtherance of the combination or con- 
 spiracy or tending to carry out the conspiracy described in this bill 
 of complaint, or intended or tending to complete control or partial 
 control of said competing lines of railway by the said Union Pacific 
 Railroad Company, the Oregon Short Line Railroad Company, or 
 the Oregon Railroad & Navigation Company, or their officers, di- 
 rectors, and executive committees, or in the control, legal or practical, 
 of any person or persons, association or corporations, acting for or 
 in lieu of said Union Pacific Railroad Company, or the Oregon Short 
 Line Railroad Company, or the Oregon Railroad & Navigation Com- 
 pany, in the carrying out of the unlawful combination or conspiracy 
 hereinbefore alleged. 
 
 10. That each and all of the acts and doings of said defendants in 
 pursuance of said conspiracy be decreed to be in violation of said 
 act of Congress approved July 2, 1890, entitled "An act to protect 
 trade and commerce against unlawful restraint and monopolies," and 
 the acts amendatory thereof, and that a writ of injunction, manda- 
 tory or otherwise, as may be necessary, issue out of this court enjoin- 
 ing the said defendants, and each and every one of them, and com- 
 manding the said defendants and each and every one of them, their 
 officers, directors, servants, and agents to desist from the said unlaw- 
 ful acts, and that they and each of them, and all and each of their 
 respective directors, officers, agents, servants, employees, and all per- 
 sons acting under or through them or either of them, or in their be- 
 half, or claiming so to act, be enjoined, restrained, and prohibited 
 from entering into, taking part in, or performing any contract, com- 
 bination, or conspiracy, the purpose or effect of which will be as to 
 said trade and commerce among the several States and Territories 
 and with foreign nations, to restrain trade or to- monopolize and at- 
 tempt to monopolize said trade and commerce in violation of the pro- 
 visions of the said acts of Congress. 
 
 11. And the complainant, the United States of America, prays for 
 such other and further relief as the nature of the case may require 
 and the court may deem proper in the premises; to the end, there- 
 fore, that the United States of America may obtain the relief to which 
 it is justly entitled in the premises, may it please your honors to grant 
 unto it writs of subpoena directed to the said defendants. Union 
 Pacific Railroad Company, Oregon Short Line Railroad Company, 
 Oregon Railroad & Navigation Company, San Pedro, Los Angeles 
 
24 
 
 & Salt Lake Railroad Company, Atchison, Topeka & Santa Fe Rail- 
 way Company, Southern Pacific Company, Northern Pacific Rail- 
 way Company, Great Northern Railway Company, Farmers' Loan 
 & Trust Company, Edward H. Harriman, Jacob H. Schiff, Otto H. 
 Kahn, James Stillman, Henry H. Rogers, Henry C. Frick, and "Wil- 
 liam A. Clark, and their coconspirators whose names are unknown 
 to the complainant, as such names may become known to complainant 
 and the court be advised thereof, and to each of them, commanding 
 them and each of them to appear herein and answer (but not under 
 oath) the allegations contained in the foregoing petition and abide 
 by and perform such order or decree as the court may make in the 
 premises; and that pending the final hearing of this case a tempo- 
 rary restraining order and temporary writ of injunction may issue 
 enjoining the defendants and their associates, and each of them, and 
 their stockholders, directors, officers, agents, and servants, as here- 
 inbefore prayed. 
 
 HiEAM E. Booth, 
 Attorney for the United States 
 for the District of Utah. 
 Charles J. Bonapaete, 
 
 Attorney-General of the United States,. 
 Milton D. Puedt, 
 
 Assistant to the Attorney-General. 
 Frank B. Kellogg, 
 C. A. Severance, 
 
 Special Assistants to the Attorney-General 
 of the United States. 
 
EXHIBIT A. 
 ClarkSarriman Agreement, July 9, 1902. 
 
 This Agreement made and entered into this ninth day of July, 1902, 
 by and between "VYilliam A. Clark, hereinafter designated as Clark, 
 Trustee, for his own account and upon account of his associates, 
 who are, with himself, owners of approximately seventy per cent 
 of the capital stock of the California Improvement Company here- 
 inafter called the California company, and of the capital stock of 
 the Empire Construction Company, hereinafter called the Empire 
 company, and who own or control, through stock or otherwise, the 
 San Pedro, Los Angeles & Salt Lake Eailroad Company, herein- 
 after called the San Pedro company, and Los Angeles Terminal 
 Land Company and Los Angeles Terminal Railway Company, 
 as part}' of the first part, and Edward H. Harriman, herein- 
 after designated as Harriman, Trustee, as trustee for the Oregon 
 Short Line Railroad Company, hereinafter called the Short Line 
 company, or such company or companies as he may declare parties 
 to said trust, joarty of the second part, Witnesseth : 
 
 Whereas, said California company is a corporation existing under 
 the laws of the State of Illinois having an issued capital stock of 
 $2,599,000, but no funded or other debt, and is the owner of all the 
 capital stock of the said Los Angeles Terminal Land Company in 
 the amount of $300,000, and is also the owner of all the capital stock 
 of the said Los Angeles Terminal Railway Company in the amount 
 of $3,000,000, all of which caj)ital stock of said two last named com- 
 panies is now in the treasury of said California company; and the 
 said California company also owns 25,000 shares of the capital stock 
 of the San Pedro company in the aggregate amount of $2,500,000 
 par value, which stock of said San Pedro company is now issued to 
 and held by William A. Clark and R. C. Kerens in trust for the 
 stockholders of said California company, as their interests may ap- 
 pear; said capital stock of all said companies being divided into 
 shares of $100 each ; and also owns and claims the right to receive 
 and obtain from said San Pedro company, to be delivered to W. A. 
 Clark and R. C. Kerens as Trustees for its stockholders as their in- 
 terests may appear, $2,500,000 par value, of the first mortgage bonds 
 
 (25) 
 
26 
 
 of said San Pedro company when the same shall be hereafter issued ; 
 and 
 
 Whereas, all of the railroad, franchises, rights of way, terminal 
 facilities and railroad property, and all other property, real, per- 
 sonal and mixed, acquired by the Los Angeles Terminal Kailway 
 Company, has been by said company sold and conveyed to the San 
 Pedro company: and. 
 
 Whereas, the Empire Construction Company is a corporation of 
 the State of Utah organized for the purpose of providing for the 
 financing, construction and equipment of the railroad of said San 
 Pedro company, with a capital stock of $1,000,000 divided into 
 shares of $100 each, par value, all of which capital stock has been 
 subscribed for and has been fully paid up and issued ; and 
 
 Whereas, said William A. Clark, for himself and his said associ- 
 ates in whose behalf he now owns or directly controls approximately 
 seventy per cent of the capital stock of the California company, the 
 Empire Construction Company and the San Pedro company, and the 
 remainder of said capital stock, being approximately thirty per cent 
 of said capital stock of said companies, is owned, held or controlled 
 by others not directly represented by said Clark ; and 
 
 Whereas, the assets of said Empire company consist of its claims 
 against, and contracts with, the said San Pedro company for money 
 advanced, work done and material furnished on account of the im- 
 provement and acquirement of railroad property for said San Pedro 
 company; and 
 
 Whereas, the San Pedro company is the OAvner of the railroad, 
 equipment, rolling stock, terminal properties, station grounds, and 
 all real, personal and mixed property formerly owned by the Los 
 Angeles Terminal Railway Company, and also owns certain other 
 railroads, railroad properties, franchises, rights of way, road 
 beds, stations, station grounds, water stations, equipment, rolling 
 stock, tools, machines, machinery, supplies and other property pro- 
 cured for and intended to be used as a part of the railroad property 
 of the said San Pedro company, and situated in the States of Cali- 
 fornia, Utah and Nevada, all of which property is free and clear of 
 any debts, incumbrance or charges except the indebtedness to the said 
 Empire company, and its promise to execute and deliver, Avhen is- 
 sued, its said first mortgage bonds in the aggregate par amount of 
 $2,500,000 to William A. Clark and R. C. Kerens, Trustees for said 
 stockholders of said California company, as aforesaid ; and 
 
 Whereas, the said Los Angeles Terminal Land Company is the 
 owner of certain real estate situated in Los Angeles County, Califor- 
 nia, including a tract of real estate situated on or near the harbor of 
 San Pedro in said county and state, all of which property of said Los 
 
27 
 
 Angeles Terminal Land Company is free and clear of all incum- 
 brances, liens and claims of every kind ; and 
 
 Whereas, said Short Line company is the owner of and controls 
 and operates a system of railroads generally described as follows : 
 
 A line of railroad extending from Granger, Wyoming, to the west- 
 ern boundary of said state, thence across the State of Idaho and to a 
 terminus at the town of Huntington, Oregon, with branch lines con- 
 necting therewith; 
 
 Also a line of railroad extending from Salt Lake City, Utah, north- 
 erly through Ogden, Utah, to the northern boundary of the state of 
 Utah, and thence North across the State of Idaho to a terminus at 
 Silver Bow, Butte and Garrison, in the State of Montana, with 
 branch lines connecting therewith ; the line between McCammon and 
 Pocatello being common to both said lines ; 
 
 Also a line of railroad extending from Salt Lake City, Utah, south- 
 erly through Juab to Milford and Frisco, Utah, together with a 
 branch line extending from Lehi Junction into the Tintic Mining 
 District, and the branch lines conecting therewith, and also a branch 
 line known as the Terminus line, together with various controlled, 
 owned and auxiliary lines of railroad in the above named states, and 
 the States of Nevada and California. 
 
 The Short Line company, through ownership of capital stock, also 
 owns and controls the railroads of the Utah & Pacific Railway Com- 
 pany, the Utah, Nevada & California Railroad Company (in Ne- 
 vada), and the Utah, Nevada & California Railroad Company in 
 California, and the new East Tintic Railway Company ; and 
 ^Whereas, the said railroads of the Short Line company are oper- 
 ated in harmony with and as connections of the railroads of the 
 Union Pacific Railroad Company extending from its terminus near 
 Ogden, Utah, easterly through the States of Utah, Wyoming, Colo- 
 rada and Nebraska to a terminus at Council Bluffs, Iowa, and extend- 
 ing from Cheyenne, Wyoming, to Denver, Colorado, and thence east- 
 erly through the State of Kansas to a terminus at Kansas City, Mis- 
 souri, with branch and auxiliary lines in the States of Utah, Colo- 
 rado, Kansas and Nebraska ; and said lines of railroad of the Short 
 Line company are also operated in connection with a certain line of 
 railroad of the Southern Pacific Company commencing at Ogden, 
 Utah, and extending westwardly through Utah and Nevada, and into 
 California and beyond; and 
 
 Whereas, the San Pedro company and the Short Line company, 
 a-nd its auxiliary companies, under their respective charters each 
 have power to construct a line of railroad between Salt Lake City 
 and San Pedro Harbor in Southern California, via Los Angeles; 
 and 
 
28 
 
 Whereas, the parties hereto desire to provide for the establishment, 
 construction, ownership and operation of a line and system of rail- 
 road between said terminii by using therefor a part of the lines of 
 railroad now owned or controlled by the Short Line company, and 
 all the railroads and properties of the San Pedro company now 
 owned by it or owned in its interest or for its use, and by connecting 
 said several lines either by the construction of a new line or by secur- 
 ing leasehold or trackage rights over other lines of railroad to so con- 
 nect said lines, and by means thereof to make one connected through 
 line of railroad between said terminii, to the end that the same may 
 constitute a new through transportation line for the use of the busi- 
 ness of said San Pedro company and said Short Line company and 
 their connections, and for the carriage of business which may origi- 
 nate on or be destined to points on or beyond their respective lines, or 
 which may be delivered to them, or either of them by connecting rail- 
 roads, and for the carriage of business between stations on their re- 
 spective lines, and between all points on or beyond their respective 
 lines, as well as to all points on or beyond the lines of railroad owned 
 or operated by the connections of said Short Line Company or said 
 San Pedro company, as aforesaid, upon through tariffs to be jointly 
 made and lawfully published and upon just and fair divisions of 
 through rates and charges upon interchanged business. 
 
 Now THEEEEGEE, for the purposes aforesaid and to accomplish the 
 same the parties hereto have covenanted and do hereby mutually 
 covenant and agree to and with each other as follows: 
 
 Article First. 
 
 Section 1. The said William A. Clark, for himself and as Trustee 
 for his said associates, in consideration of the premises and of the 
 undertakings of said Edward H. Plarriman, as Trustee as aforesaid, 
 hereby covenants and agrees to and with the said Edward H. Harri- 
 man, as Trustee as aforesaid, as follows: 
 
 That he will sell at the prices defined in section 2 hereof, and within 
 six months after the date hereof cause to be assigned and delivered to 
 said Harriman as such Trustee, or otherwise as provided by Section 4 
 of this article, an equal undivided half interest in approximately 
 seventy per cent, of the capital stock of each of the companies below 
 named, that is to say : 
 
 (a) An undivided half interest in said approximately seventy per 
 cent of the capital stock of the California Improvement Company 
 held by said Clark and his associates as aforesaid, and throuo-h the 
 medium of said stock an undivided half interest in said ap'proxi- 
 mately seventy per cent of $2,500,000 par value of the first morto-ace 
 bonds of the said San Pedro Company by it agreed to be issued lind 
 
29 
 
 delivered to said William A. Clark and K. C. Kerens, Trustees as 
 aforesaid. 
 
 (&) An equal undivided half interest in said approximately seventy 
 per cent of the outstanding capital stock of said San Pedro company 
 owned by said Clark and his associates but held in the names of Clark 
 and Kerens, Trustees, and one-half of the outstanding qualifying 
 shares issued to the names of the present stockholders of said com- 
 pany, about sixteen in number. 
 
 (c) An equal undivided half interest in said approximately seventy 
 per cent of the said capital stock of the Empire Construction Com- 
 pany. 
 
 (d) An undivided half interest in said approximately seventy 
 per cent of the capital stock of the Los Angeles Terminal Railway 
 Company. 
 
 (e) An equal undivided half interest in said approximately seventy 
 per cent of the said capital stock of the Los Angeles Terminal Land 
 Company ; 
 
 And that he will endeavor to secure all of the remainder of the 
 stock of said several companies to and for himself and his associates 
 as to one undivided half thereof and to and for said Harriman, 
 Trustee, as to the other undivided half thereof, and at prices satis- 
 factory to the parties hereto as hereinafter provided. 
 
 Section 2. In consideration of the foregoing the said Harriman as 
 Trustee as aforesaid undertakes to buy an undivided half of said 
 approximately seventy per cent of said outstanding capital stock of 
 each said California company and said Empire company, and to pay 
 therefor amounts to be determined as follows: For such of said 
 stock as is sold to him by said Clark individually he shall pay, and 
 said Clark shall receive payment at the amount and rate which the 
 same cost the said Clark, with four per cent interest thereon from 
 the time he acquired the same, less any amounts which the said Clark 
 shall have received directly or indirectly as dividends or profits from 
 said companies or in connection with said stock; provided, however, 
 that if no dividends or profits have been so received the entire earn- 
 ings of said properties since the purchase of the stocks thereof by said 
 Clark shall have been applied or used in the operation, betterments 
 or extensions of the said properties, or shall now be in the treasury 
 of the said companies ; and that as to the stock the undivided half of 
 which is so purchased by said Harriman, as Trustee, from the asso- 
 ciates of said Clark, the prices and conditions of sale shall be the 
 same as above provided for the purchase of the said Clark's indi- 
 vidual stock as above provided, unless the parties hereto shall here- 
 after otherwise agree. 
 
 Section 3. The said Harriman, as Trustee, further covenants and 
 agrees that he will join with said Clark, Trustee, in the purchase at 
 
30 
 
 prices satisfactory to both parties hereto, of the remaining outstand- 
 ing approximately thirty per cent of said stocks, and that the same 
 when so purchased for joint account of said Clark and himself as 
 such Trustees shall be transferred and assigned to and held jointly 
 in the names of himself and said Clark as hereinafter provided, or 
 to and held in the name of a trust company as trustee as in Section 
 4 hereof provided, it being the intention of this agreement that the 
 said Clark and his associates, and the said Harriman, as Trustee as 
 aforesaid, as such Trustees, shall own each an equal undivided half 
 of all of the capital stocks of all of the above named companies. 
 
 Section 4. It is hereby agreed that all of said capital stock in 
 which an undivided half interest as aforesaid shall be purchased 
 by said Harriman, Trustee, under the provision of said Sections 1, 
 2, and 3, hereof shall be transferred upon the books of said several 
 companies either to "William A. Clark, Trustee for himself and 
 his associates, and Edward H. Harriman, as Trustee," and that all 
 of the capital stock of the San Pedro Company now outstanding, so 
 to be held by joint title as above provided, shall, unless the parties 
 hereto otherwise agree, be in like manner transferred to and stand 
 upon the books of said companies in the names of said Clark and 
 Harriman, Trustees, together with all of the stock of the San Pedro 
 company which shall be hereafter issued, and as the same shall be 
 issued, and shall be represented by certificates in the joint names of 
 " William A. Clark, as Trustee for himself and his associates, and 
 Edward H. Harriman, as Trustee,, and each of the parties hereto 
 shall have the possession and custody of certificates representing 
 one-half in number and par value of said stock when so transferred 
 to the parties hereto as aforesaid, and neither party hereto shall in 
 any manner dispose of said holdings of the said capital stock of the 
 said California company, or said Empire Company, or of said San 
 Pedro company, or any part thereof, or any interest therein, for the 
 full period of ten years after the opening for business of said through 
 line of said San Pedro company as in this agreement provided, 
 without first obtaining the consent of the other party hereto, nor at 
 any time without giving said other party hereto the right to pur- 
 chase such holdings, or interest therein, so offered for sale, on as 
 favorable terms as the same are offered for sale or agreed to be sold 
 to any other person or company. At the end of said period of ten 
 years the said then jointly held stock and the certificates thereof 
 may be, and shall be, at the request of either party hereto, divided 
 between said Harriman and Clark as Trustees according to their 
 respective interests; frovided, however, that if the parties hereto 
 shall agree upon a trust company to be the holder of said certificate 
 of stock, as trustee for the said " William A. Clark, Trustee, for him- 
 self and his associates, and Edward H. Harriman, as Trustee " all 
 
31 
 
 of the said several shares of stock and certificates representing the 
 same referred to in this section shall be transferred upon the books 
 of the said several corporations to said trust company as trustee, 
 and certificates duly issued to it therefor as trustee, to be held by 
 it in trust for the parties hereto, in accordance with and subject to 
 the terms of an agreement to be executed between the parties hereto 
 and the said trust company concerning the holding of said shares. 
 
 The said last named agreement shall, among other things, provide 
 first, that said trust company shall issue to the parties hereto certifi- 
 cates of interest running to the said " William A. Clark, Trustee, 
 for himself and his associates, and Edward H. Harriman, Trustee," 
 jointly, each party hereto to have possession of certificates represent- 
 ing one-half in number of the shares and one-half in par value 
 thereof, which may be deposited with the said trustee, and second, 
 that said trust company will, from time to time, when jointly re- 
 quested by the said " William A. Clark, Trustee, for himself and his 
 associates, and Edward H. Harriman, Trustee " give and issue to such 
 person or persons as said parties hereto may direct, a proxy or proxies 
 authorizing the person or persons named in said proxy or proxies to 
 vote any and all of said stock at any meeting of the stockholders of said 
 several companies; and, third, that said trust company shall pay over 
 to the parties hereto, or such persons as they shall jointly direct, any 
 and all dividends, whether of stocks, bonds, moneys or property of any 
 sort belonging to any of said several corporations, and which may be 
 paid to or received by said trust company in any manner by reason 
 of its holdings of any of said capital stock as aforesaid, together with 
 such other provisions as may be hereafter agreed upon touching in- 
 structions which may, from time to time, be given to said trustees 
 jointly by the parties hereto, said certificates of interest above named 
 to be held and possessed by the parties hereto, but neither party shall 
 in any manner dispose of said certificates of interest, or any part 
 thereof, or of any interest therein, before the full jperiod of ten years 
 after the opening for business of said through line of said San Pedro 
 Company, as in this agreement provided, without first obtuining the 
 consent of the other party hereto to such transfer, nor at any time 
 without giving such other party hereto the right to purchase such 
 holdings or certificates offered for sale on as favorable terms as the 
 same are offered for sale or agreed to be sold to any other person or 
 company. At the end of said period of ten years said certificates of 
 interest may be surrendered by the parties hereto, or by the holders 
 thereof to said trust comijany, which shall thereupon assign and de- 
 . liver the said stock certificates so held by it, to the said holders of 
 said certificates of interest, in number and par value of shares named 
 in such surrendered certificates of interest, and said shares of stock 
 may then be transferred upon the corporate books of said several 
 
32 
 
 companies accordingly. At any time thereafter said certificates of 
 stock issued jointly to said " Clark, Trustee and Harriman, Trustee " 
 may upon demand of either party hereto be divided between them 
 according to their respective interest, yet subject, however, to the 
 right of either party hereto to purchase said stock from the other 
 party hereto at the price and on the terms in this section hereinbefore 
 
 provided. 
 
 Section 5. It is agreed by the parties hereto that pending the car- 
 rying out of this agreement no further stock of the California com- 
 pany or of the San Pedro company shall be issued. 
 
 Section 6. Upon the completion of the sale and purchase of the 
 said one undivided one-half of the capital stock of said companies, 
 now owned by said Clark, Trustee, will whenever requested by said 
 Harriman, Trustee, cause one-half of the membership of the direc- 
 torate of each of the several companies to be vacated, and will cause 
 directors to be nominated and named by the said Harriman, Trustee, 
 to be elected to the directorate to fill such vacancies in each and every 
 of said several companies, but said Harriman, Trustee, appreciating 
 the advantage to be obtained by preserving the independent charac- 
 ter of the San Pedro Company, and to that end disturbing as little 
 as may be the present organization of said company until the through 
 line of said San Pedro Company in this agreement mentioned is com- 
 pleted and in operation, will not exercise the right herein given him 
 to name one-half of the said boards of directors unless he shall deem 
 the exercise of such right necessary to the protection of the interests 
 which he represents. 
 
 Section 7. The contract relations between the said Empire Con- 
 struction Company and the San Pedro company not having been 
 definitelj'^ agreed to, it is mutually covenanted and agreed between the 
 parties hereto that within six months from the dat« hereof a contract 
 shall be entered into between the said Empire company and the said 
 San Pedro company which shall be in terms satisfactory to the parties 
 hereto. 
 
 Section 8. It is mutually agreed that in all matters pertaining to 
 the construction, opening for business and operation of the railroad 
 of the San Pedro Company, including the purchase of equipment, the 
 making of contracts for construction and the purchase of material 
 therefor, and any and all contracts establishing relations of trackage 
 or traffic with other railway companies, the parties shall act jointly, 
 and no such contracts or arrangements, or any of them, shall be 
 made, nor any corporate action taken by said San Pedro company, 
 the California company or the Empire company without the ap- 
 proval of both parties hereto, and that in all such matters each of the 
 parties hereto may be represented by an agent or agents to be ap- 
 pointed by them respectively with power to act for and in the names 
 
33 
 
 of their respective principals, and the said parties shall also act 
 jointly in naming and prescribing the accounting and other officers 
 and agents to be engaged in the operation of said companies, and 
 each of them, and the auditor of said Empire company shall be a 
 person selected by the said Harriman, Trustee, and upon the request 
 of either party hereto any of said officers or agents shall be removed. 
 Section 9. It is understood that pending the carrying out of the 
 terms of this agreement said Harriman, Trustee, may by his agent or 
 agents inspect and examine the corporate records, books, accounts, 
 rights and franchises of each of said several companies. 
 
 Article Second. 
 
 Section 1. In consideration of the covenants of the said Clark, 
 Trustee, for himself and his associates, and also on behalf of the San 
 Pedro company, in this agreement written, the said Harriman, 
 Trustee as aforesaid, covenants and agrees with said Clark, as 
 Trustee, that he will in the time hereinafter stated, negotiate with 
 said Short Line company, and obtain from said Short Line company 
 the sale and lease to said San Pedro company of the property herein- 
 after mentioned as follows: 
 
 (Paecel 1.) A conveyance from said Short Line company to said 
 San Pedro company, by good and sufficient deed, free and clear of 
 incumbrance, of all of the following described property : The line of 
 railroad known as the Terminus branch of the Short Line railroad 
 from a point or points beginning at the connection of said branch 
 with the yards of the Short Line company to be agreed upon when 
 said yards are defined as hereinafter provided, in Salt Lake City, 
 County of Salt Lake, State of Utah, and extending in a generally 
 westwardly and southerly direction to a point near Terminus in 
 the County of Tooele, State of Utah, together with a branch line of 
 railroad extending from Saltair Junction to the salt works, in Salt 
 Lake County, State of Utah, except that part of said line the right 
 of way for which is to be surrendered to the United States, and also 
 the partially completed railroad and right of way, surveys and maps 
 thereof, and railroad property, other than equipment, acquired by 
 the Short Line company for or used in connection with the construc- 
 tion of its proposed new line of railroad now under construction ex- 
 tending from a point of junction with said Terminus line above 
 named southerly to a point known as Leamington Junction, upon 
 payment therefor by said San Pedro company as hereinafter pro- 
 vided. 
 
 (Parcel 2.) A conveyance from said Short Line company to said 
 San Pedro company by a good and sufficient deed containing a cove- 
 nant to save and protect that said San Pedro company harmless from 
 
 21479—07 3 
 
34 
 
 the lien or charge of the Consolidated Mortgage of the Oregon Short 
 Line Kailroad Company, dated March 1, 1897, and from the liens 
 of the Income A and Income B mortgages of said company, for all 
 and singular the following described property : All the line of rail- 
 road extending from a point near Sandy and about ten miles south 
 of Salt Lake City, Utah, to be hereafter definitely fixed by a descrip- 
 tion and agreement between the parties hereto, and running from 
 said point southerly through Provo, Juab and Leamington to Mil- 
 ford, Utah, and thence a further distance of about 17 miles to a 
 terminus of said line of railroad at Frisco, Utah, and also all those 
 certain other branch lines of railroad owned by said Short Line com- 
 pany which extend into what is known as the Tintic district, and 
 which are generally described as follows : A line extending from Lehi 
 Junction to the Tintic district, together with all branches and inter- 
 est in joint tracks connecting therewith. 
 
 (Parcel 3.) A lease from the said Short Line company for the 
 term of ninety-nine years granting to said San Pedro company the 
 general and common use for its sole and separate business in com- 
 mon with the Short Line company of that part of the main line or 
 lines of the said Short Line company's railroad extending from the 
 northerly yard limit point thereon Southerly through the City of 
 Salt Lake for a distance of about ten miles south from the southern 
 limits of said Salt Lake City to a point on said main line to be here- 
 after definitely fixed but which is to be so fixed as to admit the Short 
 Line company and the San Pedro company to the unobstructed use 
 of the side tracks and switches necessary or convenient for use of 
 and access to the side tracks, switches and properties of either of 
 said companies, or to any or all of the smelters or other industrial 
 institutions now existing or that may be hereafter established upon 
 or near to said main tracks, together with all side tracks, stubs, spurs, 
 switches, crossovers, standing places for cars, stations, signals, build- 
 ings, coal chutes, shops, roundhouses, turntables, and every other fa- 
 cility or property used in connection with or appurtenant to the 
 property or business of the Short Line Company between said north- 
 erly yard limit and said point near Sandy about ten miles south of 
 the southerly boundary of said Salt Lake City, as above indicated. 
 
 It is agreed that the lease to be executed by the Short Line com- 
 pany to the San Pedro company, providing for the said use of the 
 properties of the said Short Line company from the north yard limit 
 in Salt Lake City to the said point near Sandy, including the termi- 
 nal facilities of the Short Line company in Salt Lake City, Utah, 
 shall be upon the consideration that the San Pedro company shall 
 pay, in monthly instalments a rental based upon a four per cent, 
 interest charge upon an agreed valuation of said property, and the 
 cost of any capital additions thereto hereafter made, apportioned 
 
35 
 
 between said Short Line companj^ and said San Pedro company upon 
 the basis of use, but with a fixed minimum proportion to be paid by 
 said San Pedro company, and also a proportionate amount of the 
 expense of maintenance, improvement and operation of said property, 
 including taxes, special assessments and insurance, the amounts of 
 which rental and other payments, and the rules for ascertaining the 
 same, together Avith rules for governing extensions and betterments, 
 and the cost, rental and use thereof, and rules governing the opera- 
 tion of said yard, shall be agreed to by the operating officials of said 
 Short Line company and said San Pedro company subject to the 
 approval of the parties hereto, and which shall then be incorporated 
 in said contract of lease, together with all formal provisions usual 
 to such contracts. 
 
 The said property, the use of which for its own separate business 
 is let to the San Pedro company, shall be managed and controlled 
 by the Short Line company, provided, however, that for cause upon 
 demand of the San Pedro company, after thirty days written notice 
 to be given to the general manager of the Short Line company by the 
 San Pedro company, a competent superintendent for the same shall 
 be jointly chosen by the respective presidents of the San Pedro com- 
 pany and the Short Line company, who shall be charged with the 
 care, management and operation of said property, to the end that the 
 rights and privileges of the said parties thereto under this agreement 
 shall be fully secured and preserved. Said superintendent shall be 
 removed or discharged upon reasonable notice upon the written de- 
 mand of either party to said lease given to the other party. 
 
 (Parcel 4.) The Short Line company is the owner of all of the 
 capital stock and first mortgage bonds of the Utah & Pacific Railway 
 Company which owns a line of railroad extending from Milford, 
 Utah, to the Nevada-Utah state line at a point known as Uvada, and 
 said Short Line company owns all of the capital stock of the Utah, 
 Nevada and California Railroad Company, a corporation of the State 
 of Nevada which owns a railroad extending from the Utah-Nevada 
 State line, at the point aforesaid, southerly to Calientes in Lincoln 
 County, Nevada, and a right of way and partially constructed road 
 bed for a line of railroad extending from said Calientes to a point 
 near Pioche in said Lincoln County, and also a right of way and 
 partially constructed road bed for a line of road extending from said 
 Calientes southwesterly across the State of Nevada to the Nevada- 
 California state line ; and said Short Line company also owns all of 
 the capital stock of the Utah, Nevada & California Railroad Com- 
 pany in California a corporation of the State of California which 
 claims or owns a right of way extending from the Nevada-California 
 state line to a point on the railroad of the Santa Fe company near 
 Ludlow, Cal., and other railroad properties; said Short Line com- 
 
36 
 
 pany also owns all of the capital stock of the New East Tintic Rail- 
 way Company, which last named company owns a line of railroad in 
 the Tintic district. 
 
 The said Harriman, Trustee, undertakes and agrees to procure 
 from the Short Line company an agreement to sell to the San Pedro 
 company, upon pa3ntnent of prices to be fixed as hereinafter provided, 
 all of the capital stock and first mortgage bonds of each of the fol- 
 lowing named companies: The said Utah & Pacific Railway com- 
 pany; the said Utah, Nevada & California Railroad Company, the 
 said Utah, Nevada & California Railroad Company in California, 
 and the said New East Tintic Railway Company; and an agree- 
 ment from the Short Line company that it will, upon the request of 
 the San Pedro company, if necessary, act with the said San Pedro 
 company in procuring from each of the said several companies lastly 
 above named, a cancellation of the first mortgage bonds and the re- 
 lease and satisfaction of the said first mortgages, and also in procur- 
 ing conveyances to said San Pedro company from each of said four 
 companies above named, of all the railroad, franchises and other 
 property owned by said companies, respectively, so as to vest the 
 said San Pedro company with the full title to and ownership in all 
 of said railroads, franchises and other property in this paragraph 
 mentioned. 
 
 (Parcel 5.) The said Harriman, Trustee as aforesaid, undertakes 
 and agrees that said Short Line Company will sell and convey to the 
 San Pedro Company such a proportion of its equipment appropriate 
 and proper for use upon and heretofore assigned to use upon its lines 
 of railroad south of Salt Lake City above referred to, as may deter- 
 mine between the chief operating officers of said companies, upon be- 
 ing paid therefor the value of said equipment as the same shall be 
 found and determined by the joint action of the superintendent of 
 motive power of the parties hereto, and said Clark as Trustee under- 
 takes that said San Pedro Company will buy said equipment and 
 pay for the same on the delivery thereof at the price so foimd and 
 determined. 
 
 Section 2. The said Clark, Trustee as aforesaid, in consideration 
 of the covenants and agreements of the said Harriman, as Trustee as 
 aforesaid, as written in this article, hereby undertakes and agrees 
 that he will negotiate with and obtain from said San Pedro company 
 a covenant and agreement on its part that it will buy. from the said 
 Short Line company and pay for all of the properties referred to and 
 described in this article as Parcels 1, 2, 4, 5, and that the value of the 
 said railroads and properties to be conveyed by the Short Line com- 
 pany described in said parcels shall be ascertained and determined, 
 except as to said equipment, in the following manner: By a fair 
 estimate of the value thereof to be agreed upon by the parties hereto, 
 
37 
 
 based upon the cost, which is to be the minimum factor and upon the 
 earning power of the said railroads, franchises and properties, capi- 
 talized at four per cent per annum, respectively described in said 
 several parcels in this article, and that the aggregate value of all of 
 said several properties referred to in said several parcels shall consti- 
 tute the purchase price thereof to be paid by the San Pedro company 
 to the Short Line company upon making the conveyance, transfers 
 and assignments as aforesaid. 
 
 Said agreement shall provide that said San Pedro company will 
 and shall assume all the obligations of the Short Line Company to 
 contractors and others in respect to the location, relocation, construc- 
 tion and reconstruction upon the premises described in Parcel 1 
 hereof, and will carry out, fulfill and perform all of the said Short 
 Line company's obligations in respect to said work, and will use the 
 said new work when completed as part of the San Pedro company's 
 main line of railroad, and that said San Pedro company will accept 
 said lease for the property described in Parcel 3 on the terms above 
 written. 
 
 All said conveyances, assignments and transfers and said lease to 
 be made and delivered, and considerations therefor paid, contempo- 
 raneously with the exchange of stock, and the execution of the agree- 
 ment hereinafter mentioned, are to be accomplished within six months 
 from the date hereof. 
 
 Article Third. 
 
 Section 1. The said Harriman, as trustee, further covenants and 
 agrees that he will negotiate with the Southern Pacific Company and 
 if possible obtain from said company the right for the San Pedro 
 company to use the tracks of the Southern Pacific company from the 
 point of its junction with the tracks of the Southern California com- 
 pany at or near Colton, to the point of junction with the tracks of the 
 San Pedro company at or near Eiverside, at a rental that will not 
 exceed four per cent, per annum on one-half the valuation of the 
 property of the Southern Pacific company so used, and a share of the 
 cost of maintenance thereof, including taxes, in proportion to the 
 use of said tracks and property on a wheelage basis. 
 
 Sectiox 2. The said Harriman, as Truestee, further covenants and 
 agrees that he will negotiate with the Southern California Eailroad 
 Company, and if possible obtain from said company the right for 
 the San Pedro company to use the tracks of the Southern California 
 company from the point of its junction with the tracks of the South- 
 ern Pacific company at or near Colton, to the point of junction of 
 its tracks with the tracks of the Sante Fe Pacific company at or near 
 Barstow, at a rental not exceeding four per cent per annum on one- 
 half the valuation of the property of the Southern California com- 
 
38 
 
 pany so used, and a share of the cost of maintenance thereof, includ- 
 ing the taxes, in proportion to the use of said tracks and property 
 on a wheelage basis. 
 
 Section 3. Said Harriman, as Trustee, further covenants and 
 agrees that he will negotiate with the Sante Fe Pacific Railway com- 
 pany, and if possible obtain from said company the right for the San 
 Pedro company to use the tracks of the said Santa Fe Pacific com- 
 pany between Barstow and Ludlow, California, or other point of con- 
 nection of junction with the proposed line of railroad of the San 
 Pedro company, at a rental which shall not exceed four per cent per 
 annum on one half the valuation of the property of the said Santa 
 Fe Pacific company so used, and a share of the cost of maintenance 
 thereof, including taxes, apportioned upon the use of said tracks and 
 property upon a wheelage basis. 
 
 Section 4. Each of the several trackage contracts referred to in 
 this article may also contain provisions requiring the San Pedro com- 
 pany to pay to each of said lessors for water, fuel and other supplies, 
 labor or material furnished to and for the sole use of the San Pedro 
 company while upon the tracks of said several companies, and also 
 the usual conditions and agreements for payment by the San Pedro 
 company to said several lessors for losses and damages to persons or 
 property arising from the negligence or wrong doing of its sole 
 employees. 
 
 Article Foukth. 
 
 The parties hereto, as Trustees aforesaid, hereby covenant and 
 agree to and with each other that the said San Pedro company and 
 the said Short Line company shall and will, on or before the date 
 named in Section 2 of Article second hereof, enter into an agreement 
 and agreement for a term of ninety-nine years with each other con- 
 cerning the new line of transportation and traffic substantially to the 
 effect following: 
 
 (a) The said new transportation line shall consist of the line of 
 railroad to be created, secured, constructed and operated under the 
 charter and franchises of the San Pedro company. Its main line shall' 
 commence at the City of Salt Lake, Utah and run southerly via Gar- 
 field, Leamington, Milford, Calientes, and thence through the States 
 of Nevada and California to a junction with the line of railroad of 
 the Santa Fe Pacific company, and thence by trackage arrangements 
 over the lines of the Santa Fe Pacific Company, the Southern Cali- 
 fornia company and the Southern Pacific Company to a connection 
 with the San Pedro company's line in California at Riverside, and 
 thence via Los Angeles to San Pedro Harbor. 
 
39 
 
 (h) But if for any reason any of said trackage arrangements i| 
 ferred to in Article Fourth cannot be obtained, then upon and along! 
 line of railroad to be otherwise acquired or to be constructed by tn 
 San Pedro company in lieu thereof, making and constituting 1 
 through line of railroad from the City of Salt Lake to San Pedrl 
 Harbor via Los Angeles in California. 1 
 
 (c) The branch lines of said new through transportation line shall 
 be the lines of railroad heretofore operated by the Short Line com-l 
 pany and described in Parcel 2 aboA^e mentioned and the branch lines! 
 of the San Pedro company in southern California, and such other!^ 
 branch lines as may be constructed or acquired hereafter by said San 
 Pedro company, it being understood that the San Pedro company 
 shall not hereafter extend its main line of railroad as herein defined, 
 or any branch lines of railroad, or construct or build any line of rail- 
 road, or aid any other company or companies in the construction or 
 building of any line or lines of railroad, nor assist or advise in build- 
 ing or constructing any other line of railroad northward or into the 
 territorj' northward of the parallel of Salt Lake City, Utah. 
 
 (d) Said agreement shall further provide that should conditions 
 develop hereafter which require the construction of branch lines con- 
 necting with the said San Pedro company's road south of Salt Lake 
 City the construction of such lines shall be subject to agreement be- 
 fore the commencement thereof; providing, however, that if either 
 party objects to the construction the other may build said branches 
 and connect the same with the main line of said San Pedro company 
 and be entitled to an interchange of traffic with it upon reasonable 
 terms, it being understood that said branch lines shall not directly or 
 indirectly invade the territory of the Short Line company north of 
 Salt Lake City, nor be built for the purpose of diverting business 
 naturally tributary to the Short Line company's road north of Salt 
 Lake City. On the other hand it is agreed and understood that the 
 Short Line company shall not build branch lines which will invade 
 the territory of the San Pedro company south of Salt Lake City or 
 divert business which would be naturally tributary to the San Pedro 
 company's road south of Salt Lake City. 
 
 Section 2. The San Pedro company will, in said contract, agree to 
 construct the railroad from a junction on the line of the Santa Fe 
 Pacific company's road above mentioned, near Ludlow, or some 
 other agreed point on said line in California, to a connection with the 
 Short Line company's present road at Calientes, Nevada, and that all 
 of the line of railroad constructed, reconstructed or to be constructed 
 by the San Pedro company, and which is to become a portion of the 
 main line thereof, shall be constructed with not less than seventy-five 
 pound rail, and shall be completed and equipped as first class in every 
 respect, the construction and equipment to be of a standard equal at 
 
40 
 
 least to that already adopted by the San Pedro company upon that 
 portion of its road heretofore constructed in southern California. 
 
 Section 3. The Short Line company will in said contract under- 
 take for itself and its connections, the Union Pacific Eailroad Com- 
 pany, and the roads of the Southern Pacific company, to join with the 
 San Pedro company in forming through lines of service necessary for 
 the interchange of any and all business which can be "carried over 
 said Short Line and its connections in conjunction with said San 
 Pedro company's road to and from all points which may be reached 
 via Salt Lake City on as favorable terms and conditions as are 
 offered by any carriers competing for the same business. 
 
 Section 4. In said contract provision shall be made by the parties 
 thereto for the adoption of classifications governing through or inter- 
 changed traffic, for the making of through and joint tariffs and rates, 
 and the maintenance thereof, and the publication thereof as required 
 by law, and provision shall also be made for just and equitable divi- 
 sions of all such agreed through rates and charges respecting all in- 
 terchanged business. 
 
 Section 5. Said agreement shall also contain the following pro- 
 vision : 
 
 " It is agreed that the interchange of traffic by and between the 
 San Pedro road on the one hand, and the Short Line company and 
 the Union Pacific company on the other hand, as against any com- 
 petitor of said Short Line company or said Union Pacific company, 
 shall be preferential, but not exclusive, except as hereinafter pro- 
 vided, in favor of said Union Pacific company ; and, in like manner, 
 that the interchange of traffic by and between said Short Line com- 
 pany and said Union Pacific company on the other hand, and the 
 San Pedro company on the other hand, as against any competitor of 
 the said San Pedro company, shall be preferential, but not exclusive, 
 except as hereinafter provided, in favor of the San Pedro company ; 
 
 " That is to say, 
 
 " AVhereas, the value of the Short Line company of its lines in Utah 
 south of Salt Lake City, the transfer of which to the San Pedro com- 
 pany is hereinbefore provided, consists largely of their relation as 
 feeders of said Short Line company and said Union Pacific company, 
 and, whereas, it is not practicable to capitalize the value to said Short 
 Line and said Union Pacific company of said lines south of Salt Lake 
 City as feeders of traffic, or in any other manner to compensate said 
 Short Line company and said Union Pacific company for the loss 
 which would result from the diversion to other carriers of the traffic 
 moving to and from points on said lines in Utah south of Salt 
 Lake City. 
 
 " Now therefore, it is mutually agreed and understood that all traffic 
 which is either taken up or laid down on the lines of the San Pedro 
 
41 
 
 company in Utah for transportation to or from any and all points 
 which can be reached with reasonable expedition by way of the lines 
 of said Short Line and said Union Pacific company, and their 
 respective connections, shall be forwarded exclusively, in so far as 
 that may lawfully be done, by way of and over the lines of said Short 
 Line and said Union Pacific company. In consideration whereof said 
 Short Line and said Union Pacific company undertake and are 
 bound hereby to solicit the transportation of traffic to or from points 
 in Utah reached by the roads of said San Pedro company, exclusively 
 in connection with said San Pedro company against any and all said 
 San Pedro company's competitors. 
 
 " "Whereas, the owners of said Short Line and said Union Pacific 
 company had projected and proposed to build a railroad from 
 Calientes, Nevada, to Los Angeles, Cal., or to a connection with a 
 railroad already constructed which would give entrance to Los 
 Angeles and other points in Southern California; and, whereas, the 
 value to said Short Line and said Union Pacific company of said 
 projected line from Calientes to southern California consisted largely 
 in the profit to be derived from the carriage over the line or lines of 
 road north of Calientes, Nevada, and east of Ogden, Utah, now owned 
 and controlled by said Short Line and said Union Pacific company, 
 or by persons or companies friendly to said Short Line and said 
 Union Pacific company, of the traffic interchanged by points on the 
 line of, or to be reached by way of, the line of said projected line be- 
 tween Calientes, Nevada, and Los Angeles, California, with points 
 north of Calientes, Nevada, and Ogden, Utah, reached by or by way 
 of the roads owned or controlled by said Short Line and said Union 
 Pacific company, or by companies friendly to them ; and, whereas, by 
 the sale of, or by the transfer by lease or purchase, to the said San 
 Pedro company, of the lines of said Short Line company south of Salt 
 Lake City, Utah, and the Utah, Nevada & California Railroad be- 
 tween Calientes, Nevada, and LTvada, and the Utah & Pacific Railway 
 between Uvada and Milford, Utah, and the abandonment of its pro- 
 jected line between Calientes, Nevada, and Los Angeles, California, 
 in favor of ,the line proposed to be built by the San Pedro company, 
 the said Short* Line and said Union Pacific company are deprived of 
 the profit to be derived from the ownership and control of a railroad 
 line from Salt Lake City, Utah, to Los Angeles, California, which 
 might be lawfully conducted in the interest of said Short Line and 
 said Union Pacific company. 
 
 " Now, therefore, it is covenanted and agreed, in part consideration 
 of the transfer to said San Pedro company of the ownership or control 
 of the lines of the Short Line company south of Salt Lake City, in 
 Utah, and of said Utah, Nevada & California Railroad between 
 
42 
 
 Calientes, Nevada, and Uvada, and the Utah and Pacific Railway- 
 between IJvada and Milford, Utah, and the abandonment of its pur- 
 pose to build said projected line from Calientes, Nevada, to Los 
 Angeles, California, or to said point of connection with a railroad 
 which would give it entrance to Los Angeles, Cal., as follows : 
 
 " To unite the roads now owned by said San Pedro company, or 
 transferred to it by this instrument, or hereafter constructed by it, to 
 form a connected line of railroad between Salt Lake City, Utah, and 
 Los Angeles, California, and other points in California and the roads 
 of the Short Line and Union Pacific company so as to form a through 
 line of transportation service between points in California on the said 
 San Pedro company's roads and points east of Ogden, Utah, on or to 
 be reached by way of the Union Pacific company's lines and its con- 
 necting railroad lines. It is further understood and agreed that in 
 so far as it may lawfully be done and profitably, that said through 
 line shall be operated and worked as a unit with respect to all traffic 
 which is, in whole or in part, the subject of competition by other 
 carriers. To this end it is understood and agreed that each of the 
 parties hereto will work, in so far as they lawfully may, to promote 
 the interests of said through line against any other line competing in 
 whole or in part for the same traffic, and each party to said through 
 line is bound in good faith in every lawful way to preferentially pro- 
 mote the interest of said through line in the conduct of all traffic 
 which may be lawfully, reasonably and profitably conducted by said 
 through line against any and all competitors of said through line. 
 
 " But this obligation of preference is not to be understood or to be 
 construed as requiring either party hereto to refuse or neglect to re- 
 ceive and properly forward any of the traffic referred to in this sub- 
 division which shall be offered for transportation by other connecting 
 carriers nor so as to require either party hereto to refuse or neglect to 
 receive and duly forward in accordance with shipper's instructions 
 any traffic for which the shipper thereof shall have given or tendered 
 written instructions directing that said traffic be delivered for for- 
 warding to destination to a connecting carrier other than a party 
 hereto; provided, however, that the through rates and the subdivi- 
 sions of said through rates for traffic thus provided to be interchanged 
 with carriers other than parties hereto shall not be less than those 
 which at the same time are offered and in effect by or by way of the 
 said through line, and each of the parties hereto is bound to the other 
 party and agrees not to join any connection in through rates which 
 are lower than those which are at the same time in effect or obtainable 
 by the use of said through line, nor to engage with any carrier in any 
 device or practice whatsoever designed to, or which shall have the 
 effect of giving said connection an advantage or preference over said 
 
43 
 
 through line or any part thereof in soliciting or carrying the business 
 properly subject to carriage by said through line." 
 
 Section 6. Said agreement shall also contain the following pro- 
 vision : 
 
 " No arrangement, contract, covenant or agreement for shipment or 
 carriage of persons or property shall be made, permitted or sulBfered 
 by either party hereto with any other transportation company or car- 
 rier by means whereof any such carrier or transportation company 
 shall have or enjoy directly or indirectly any better rates or have any 
 better divisions of through rates, or better transportation facilities 
 or service than are had or enjoyed by either of the parties hereto with 
 the other party." 
 
 Section 7. Said agreement shall also contain the following pro- 
 vision : 
 
 " Nothing contained hereia shall be construed as limiting the rights 
 or privileges of the Union Pacific Eailroad Company or of the South- 
 ern Pacific Company or of the Short Line company in respect to in- 
 terchange of traific each with the other." 
 
 Section 8. Said agreement shall also contain the following pro- 
 vision : 
 
 " Said Short Line company is bound for itself, and undertakes to 
 secure a like obligation upon the part of the Union Pacific company 
 and the roads of said Southern Pacific company to deal with said 
 San Pedro company in the matter of interchange of traffic in respect 
 to rates of charge for all traffic and the divisions of said rates and in 
 respect to class and quality of service as they, respectively deal with 
 each other or with the most favored connection, and not to discrim- 
 inate in any respect in favor of each other or of any connecting line 
 to the prejudice and disadvantage of said San Pedro company." 
 
 Section 9. Said agreement shall also contain the following pro- 
 vision : 
 
 " It is covenanted and agreed that said Short Line company and 
 its connection, the Union Pacific Eailroad Company, and each of 
 them, shall have the right to name and make the through rates be- 
 tween points (that is, in both directions) on or reached via their re- 
 spective lines, and points on the line of said San Pedro company in 
 Utah, for business which said Short Line company or said Union 
 Pacific company might give to or receive from said San Pedro com- 
 pany, in competition with any and all other connections of said San 
 Pedro company ; provided, however, that on demand said Short Line 
 company and said Union Pacific company shall join said San Pedro 
 company in any through rates necessary to meet the rates offered by 
 any competing through line for such business." 
 
44 
 
 Section 10. Said agreement shall also contain the following pro- 
 vision : 
 
 " Each party hereto hereby covenants and agrees with the other 
 party that it will not discrimate in any manner whatever against the 
 other party hereto, or any of said other party's connections, in favor 
 of any of the competitors of either of said parties, or in favor of any 
 other connecting carrier in respect of the class or quality of its serv- 
 ice, or in any other respect whatever affecting rates or service." 
 
 Section 11. Said agreement shall also contain the following pro- 
 vision : 
 
 " Neither party hereto shall or will agree with, or make any con- 
 vention- with a competitor of the other party hereto in any respect 
 designed to, or which shall have the effect of excluding such other 
 party from the full and free opportunity to meet any rate or grant 
 any facility offered by such competitor for any and all traffic of 
 every sort, and that the rates and facilities necessary to meet the 
 offers of such competitor shall be held to be common to both parties 
 hereto, subject to established divisions." 
 
 Section 12. Said agreement shall also contain the following pro- 
 vision : 
 
 " Said San Pedro company hereby covenants and agrees that it 
 will not now or hereafter interchange traffic with any carrier con- 
 necting with it at a point in Utah south of Salt Lake City, or in 
 Nevada, upon more favorable terms as to character or quality of serv- 
 ice, nor at any lower rate of charge or lower divisions of rates, nor 
 in any respect whatever than those governing the interchange of the 
 same or similar traffic with the Short Line company at Salt Lake 
 City." 
 
 Section 13. Said agreement shall also contain the following pro- 
 vision : 
 
 " Said Short Line company hereby further undertakes and agrees 
 to negotiate with, and secure if possible, from said Southern Pacific 
 Company, an undertaking and agreement on its part for the inter- 
 change of traffic in southern California with said San Pedro Com- 
 pany in like manner and upon as favorable terms and conditions as 
 said Southern Pacific Company has for the interchange of traffic 
 with the Southern California Railroad Company. 
 
 " The San Pedro company covenants and agrees that it will make 
 a covenant or agreement with the Southern Pacific Company for its, 
 (said San Pedro company's) performance of an undertaking that it 
 will in the first instance adopt all lawful rates, tariffs and charges 
 used by said Southern Pacific Company for the handling of local 
 traffic by said San Pedro company which is or may be subject to com- 
 petition between said Southern Pacific Company and said San Pedro 
 
45 
 
 company, and that thereafter neither party shall change said rates 
 without the consent of the other party, unless it may be made neces- 
 sary so to do to meet the rates, charges or tariffs of another competing 
 line of railroad." 
 
 Section 14. Said agreement shall also contain the following pro- 
 vision : 
 
 " The parties hereto mutually covenant and agree to establish a 
 daily through passenger train service, consisting of not less than one 
 train each way, over their respective lines, and over the lines of rail- 
 road of the Union Pacific company to its terminus at Council Bluffs, 
 Iowa, and thence via its connections, if it can accomplish the same, 
 between Council Bluffs, Iowa, and Chicago, Illinois, through to Los 
 Angeles, California. Such joint through passenger service -shall be 
 so established and put in operation whenever either party hereto 
 shall give to the other written notice of its desire so to do. When so 
 established the trains necessary therefor shall be made up of such 
 cars as the managing officials of the parties hereto shall determine. 
 The equipment of such trains shall be of the latest modern design, 
 and in all respects the equal or superior of that of competing lines. 
 Each party shall furnish its just quota in proportion to length of 
 haul, of such equipment. The time schedules for such joint passenger 
 train shall be no greater in point of time than the shortest time of the 
 trains of competing lines between the same points, and the time estab- 
 lished shall be divided pro rata per mile, reasonable allowance to 
 be made for difference in physical conditions, unless otherwise spe- 
 cifically agreed. Either party hereto shall receive the through pas- 
 senger trains of the other party upon delivery and dispatch the same 
 regularly without any delay other than the ordinary station service 
 required by through trains of like class, to their respective destina- 
 tions. Each party hereto shall maintain all equipment used in such 
 joint passenger service upon its own line, and car mileage at usual 
 rates shall be paid for all cars of either party used upon the lines of 
 the other in the joint business." 
 
 Section 15. Said agreement shall also contain the following pro- 
 vision : 
 
 " It is further covenanted and agreed by and between the parties 
 hereto that for the performance of the joint through freight service 
 over said through line each of the parties hereto shall furnish its 
 proportion of the cars necessary or convenient for use in the trans- 
 portation of through freight, and that each party shall pay to the 
 other the usual rates allowed for car service; that all joint through 
 freight rates for competitive business shall be divided between the 
 parties hereto and their respective connections, the Union Pacific 
 Kailroad Company and the Oregon Eailroad & Navigation Company, 
 
46 
 
 pro rata per mile in proportion to the length of the haul performed 
 by each, but all arbitrary rates, including the customary Missouri 
 River bridge arbitraries, shall be first deducted and the remainder 
 of the joint or through revenue then divided upon said basis; pro- 
 vided, that neither party shall be required to perform any service 
 other than switching service in connection with the other party for 
 less than one dollar per ton, except as may be mutually agreed upon 
 from time to time. Joint through rates for business other than that 
 which is subject to the competition of rival carriers, shall be divided 
 fro rata per rate, that is to say, each party shall receive of such 
 through rate a share equal to the proportion its separate local rate 
 for identical service separately performed bears to the sum of said 
 local rates of both parties." 
 
 Section 16. Said agreement shall also contain the following pro- 
 vision : 
 
 " Each party shall be liable for all damages to persons or property 
 in its possession or under its charge for the purpose of transportation 
 or storage. When the injury for which damages are claimed cannot 
 be located or arises from concealed or unknown causes the damages 
 shall be jointly paid by the parties hereto in the proportion in which 
 the through rates are divided, as hereinafter provided. Cars of each 
 of the parties hereto received on the lines ot the other shall be 
 promptly returned, preference being always given to loaded cars. 
 All carload freight shall be sent over the lines of the parties hereto 
 without transfer, when the cars so loaded are in good condition." 
 
 Section 17. Said agreement shall also contain the following pro- 
 vision : 
 
 " It is further mutually covenanted and agreed by and between the 
 parties hereto that all joint through passenger rates shall be divided 
 in the following proportions : 
 
 " 1. When the joint passenger rate is made of the sum of the pub- 
 lished local rates of the parties, each party shall receive its local rate. 
 
 " 2. If the through passenger rate shall be less than the sum of the 
 two or more local rates, made less to meet competition, or to promote 
 the public interest, each party shall receive its local rate reduced in the 
 precise proportion that the through rate is less than the rate made by 
 the sum of the locals, and neither party shall in any division receive 
 more than its published local tariffs." 
 
 Section 18. Said agreement shall also contain the following pro- 
 vision : 
 
 "Any difference that shall hereafter arise as to the meaning or 
 the proper construction of this agreement, or any part thereof, or 
 as to the performance of any of the covenants and agreements herein 
 contained by either party, shall first be referred to the two presi- 
 dents of the said parties for settlement, and to that end the party 
 
47 
 
 complaining shall deliver to the said presidents a concise written 
 statement of the matter regarding which complaint is made. If the 
 two presidents within thirty days after receiving such com^plaint, are 
 unable to settle such differences so submitted, then the same shall, 
 within thirty days thereafter be referred to a committee of the two 
 boards of directors to be created as provided in this article. Notice 
 of the time and place of hearing thereof by said committee shall be 
 given by them to the parties hereto at least ten days before the same 
 shall be heard. Each party may submit such evidence and state- 
 ments as it may think proper for the consideration of such commit- 
 tee at such hearing, and the decision of such committee, when re- 
 duced to writing and signed by them or a majority of them, shall 
 be binding upon the parties hereto, and such written decision shall 
 thereafter be taken and held to be a part of this agreement." 
 
 Aeticle Fefth. 
 
 It is further agreed between the parties hereto that all contracts 
 necessary to carry out the provisions of this agreement shall be 
 formulated and entered into by the parties appropriate to such 
 contracts, whether hereinabove expressly provided for or not. 
 
 It is understood and agreed that the execution of this agreement 
 by the party of the second part is subject to ratification and approval 
 by the Executive Committee of the Short Line Company, and that 
 the party of the first part shall be furnished with evidence of such 
 approval when the same shall have been given. 
 
 In witness WHEEEor the parties hereto have hereunto set their 
 hands the day and year first above written. 
 
 William A. Clark, 
 In Trust for himself and his Associates. 
 Edwaed H. Haeeiman, 
 As Trustee, as in above instrument recited. 
 
EXHIBIT B. 
 
 William A. Claek, individually and as trustee, 
 Edward H. Haeeiman, as Trustee, and 
 The Faemees' Loan and Teust Company. 
 
 Stock Trust Agreement. 
 
 This Agreement, made and entered into this Tth day of June A. D. 
 1903, by and between William A. Clark, of the City of Butte, in 
 the State of Montana, contracting for himself and as trustee 
 for his associates, as party of the first part, Edward H. Harriman, 
 of Arden, New York, as trustee, as party of the second part, and 
 The Farmers' Loan and Trust Company, a corporation created 
 under the laws of the State of New York, hereinafter called the 
 Trustee, as party of the third part, Witnesseth : 
 
 Aeticle I. 
 
 Section 1. The parties of the first and second parts, in considera- 
 tion of the sum of one dollar to each of them in hand paid, the re- 
 ceipt whereof is hereby acknowledged, and in further consideration 
 of the acceptance by the Trustee of the trust hereby created, do 
 jointly and severally sell, assign, deliver and set over unto said 
 Trustee under the terms of this instrument, and to the successor in 
 trust, if any, of said Trustee, all and singular the following certifi- 
 cates of capital stock and the stock interest therein or thereby repre- 
 sented, viz: 
 
 1. 25,990 shares of the capital stock of the California Improve- 
 ment Company ; 
 
 2. 10,000 shares of the capital stock of the Empire Construction 
 Company ; 
 
 3. 3,000 shares of the capital stock of the Los Angeles Terminal 
 Land Company; 
 
 4. 250,000 shares of the capital stock of the San Pedro, Los Angeles 
 and Salt Lake Railroad Company (including those held by the direct- 
 ors of said Railroad Company) , subject to the pledge and deposit of 
 all the foregoing shares with Kuhn, Loeb & Co., duly assigned in 
 blank, as part of the collateral for a loan of $25,000,000 made by said 
 Kuhn, Loeb & Co. to said Railroad Company, and in order to secure 
 
 (48) 
 
49 
 
 the transfer of which hereunder the said parties of the first and second 
 parts have executed an order to said Kuhn, Loeb & Co. as follows : 
 
 New York , 1903. 
 
 To Messrs. Kuhn, Loeb & Co. : 
 
 There have heretofore been deposited and pledged with you under 
 the terms of a certain Agreement dated June 3, 1903, between your- 
 selves and the San Pedro, Los Angeles and Salt Lake Railroad Com- 
 pany, as part of the collateral security for the loan therein provided 
 for, two hundred and fifty thousand shares of the capital stock of the 
 said San Pedro, Los Angeles and Salt Lake Eailroad Company ; all 
 except directors' shares being owned by William A. Clark and Ed- 
 ward H. Harriman. 
 
 This is to authorize and direct you, upon the payment of the loan 
 described in said Agreement with the interest thereon, and upon the 
 satisfaction of the obligations therein contained, to deliver all of the 
 said shares of stock to The Farmers' Loan and Trust Company, of 
 the City of New York, to be held by said Trust Company under the 
 terms of a certain Stock Trust Agreement dated June 7, 1903. 
 
 If hereafter you decline to make the additional loan described in 
 said first mentioned Agreement, and are called upon to surrender the 
 two-sevenths in par amount of said shares of stock as provided in 
 said Agreement, this directs you to deliver the stock so to be surren- 
 dered to or upon the joint order of William A. Clark and Edward H. 
 Harriman, their Executors and Administrators. 
 
 San Pedro, Los Angeles and Salt Lake Railroad Company, by 
 
 President, and Secretary. 
 
 William A. Clark. 
 Edward H. Harriman. 
 
 Notice of above direction accepted : 
 Kuhn, Loeb & Co. 
 
 So soon as the said shares of stock so transferred hereunder shall 
 be received by the Trustee, the same shall at once be transferred upon 
 the books of said respective corporations into the name of the Trustee, 
 and all of the terms and conditions of this instrument shall at once 
 attach thereto and all property in the said stock shall be deemed 
 vested in the Trustee as fully and to the same extent, and with the 
 same force and effect, as if actual transfer and delivery of said shares 
 of stock had been, at the time of the execution of this instrument, 
 duly made to the Trustee hereunder. 
 
 In case Kuhn, Loeb & Co. shall hereafter decline to make the ad- 
 ditional loan of $10,000,000 provided for in their Agreement with 
 said San Pedro Company, dated June 3, 1903, and shall surrender 
 to the parties of the first and second parts two-sevenths in par amount 
 of the capital stock of the San Pedro Company, the said parties of 
 the first and second parts hereby covenant with each other that they 
 use the same or so much thereof as may be necessary as part of the 
 collateral security to be given to some other lender who shall make 
 a loan of not exceeding $10,000,000 to said San Pedro Company, and 
 
 9.1470 — 07 4 
 
50 
 
 that, upon making said loan by said other lender, the parties of the 
 first and second parts, will execute and' deliver to said lender an 
 order for the delivery of said shares of stock by said lender to the 
 Trustee, in like form as said order hereinbefore set forth, requiring 
 said lender, upon the payment or other satisfaction of the loan and 
 lien under which said shares may be pledged to him, to deliver said 
 stock to said Trustee for said account of said parties of the first and 
 second parts as such Trustees; and that in all other respects any 
 shares of stock so surrendered to them by said Kuhn, Loeb & Co. 
 shall be deemed sold, transferred and delivered to the Trustee, and 
 shall be subject to and bound by all of the terms of this Agreement. 
 
 Section 2. The parties of the first and second parts further cove- 
 nant and agree to and with each other, and to and with the Trustee, 
 that from time to time, and when, individually or as Trustee, they 
 shall or may hereafter jointly secure by purchase or otherwise any 
 additional shares of the capital stock of either or any of said several 
 Companies named in Section 1 of this Article, whether such stock 
 be now issued or hereafter may be issued, they will immediately sell, 
 assign, deliver and set over to the Trustee any and all such shares of 
 stock, subject to all the terms and trusts of this Agreement. 
 
 Section 3. The parties of the first and second parts further sever- 
 ally covenant and agree to and with each other, and to and with 
 the Trustee, that in case either of the parties of the first or second 
 parts or their respective cestuis que trust shall hereafter secure, by 
 purchase or otherwise, any further or additional shares of capital 
 stock of any of the said Companies mentioned in Section 1 hereof, 
 and not theretofore deposited with the Trustee, whether such capital 
 stock be now issued or at any time hereafter be issued by any of said 
 Companies, such acquisition, however made, shall be for and upon 
 their joint account, at joint cost, and for the equal benefit and owner- 
 ship of the parties of the first and second parts and their respective 
 cestui que trust, and that the same shall be, whether it be stock now 
 issued or stock which may be at any time hereafter issued by any of 
 the said companies, if and when the cost thereof shall be borne or 
 paid jointly by the parties of the first and second parts hereto, in like 
 manner immediately assigned, transferred and delivered to the 
 Trustee, and shall be and become subject to the terms hereof. But 
 if the other of said first party or said second party shall not, on de- 
 mand of the party who made such acquisition, or for whom such 
 acquisition was made, pay one-half of the cost thereof to the party 
 acquiring the same, then such party who has acquired the same, may, 
 but not otherwise, hold and own such additional shares as his own, 
 and free from the terms of this agreement, and free from any claim 
 of interest therein by any other party hereto. 
 
51 
 
 Section 4. The parties of the first and second parts further cove- 
 nant to and with each other, and to and with the Trustee, that in 
 case they or either of them shall in any manner or at any time here- 
 after secure or acquire any of said additional shares of said capital 
 stock in any of said Companies, which is now issued or may hereafter 
 be issued by any of said Companies, he or they will immediately in- 
 form and advise each of the other parties hereto of the time, manner, 
 terms and price at which such stock was secured or acquired, with 
 an oflFer to subject the same to the terms of this agreement, and also 
 that they will at once cause the Trustee to be fully informed of any 
 increase in capital stock of any of said Companies which may at any 
 time hereafter be authorized or made, and of the terms and conditions 
 upon which the same is provided to be issued or is issued. 
 
 Section 5. The Trustee shall have and hold all of the said shares 
 of said capital stock of each of the companies mentioned in Section 1 
 of this Article, and the certificates representing the same, and which 
 are, on the execution hereof, delivered to said Trustee, as well also 
 as any and all such shares of capital stock mentioned in Sections 
 2 and 3 of this Article, which may hereafter be delivered to the 
 Trustee, its successors or assigns, upon the trusts hereinafter specified, 
 from and after the execution hereof and for the term of ten years 
 from the day when the railroad of the San Pedro, Los Angeles and 
 Salt Lake Eailroad Company, or its successor, shall be opened for 
 business from Salt Lake City, Utah, to San Pedro, California. 
 
 Article II. 
 
 directors' qualifying shares. 
 
 Enough shares of capital stock in each of the said Companies men- 
 tioned in Article I. hereof, to qualify the directorate in each of them, 
 shall be reserved from the disposition of said shares of capital stock 
 hereinafter provided, and the same shall be assigned and transferred 
 by the Trustee to the names of the persons selected to be or who shall 
 be from time to time elected to such directorate. Such directors' qual- 
 ifying certificates of shares, however, shall be at once assigned in 
 blank by said directors and be delivered to and held in the custody of 
 the Trustee, to be used for said purpose, but subject to the terms of 
 this instrument. 
 
 Article III. 
 
 The Trustee, its successors and assigns, shall cause all of the said 
 shares of capital stock, (except those necessary to qualify the di- 
 rectors as aforesaid,) and all the certificates thereof mentioned in Ar- 
 ticle I. hereof, as well as all other shares of capital stock which may 
 
52 
 
 at any time hereafter be delivered to the Trustee under this instru- 
 ment, to be immediately and from time to time transferred to it as 
 Trustee, upon the respective transfer books of the said several Com- 
 panies, and thereafter the Trustee shall be possessed of and hold all 
 of the said stock and certificates as Trustee under this instrument, 
 with full power to hold the same as the owner of the legal title 
 thereto, but subject, as between the parties to this instrument and 
 their assigns, to all the trusts in this instrument declared. 
 
 Article IV. 
 
 Section 1. The Trustee shall issue " Certificates of Interest " against 
 all of said shares of capital stock and the certificates of capital stock 
 which may now be, or which may hereafter be at any time, issued by 
 any of said several Companies, and by or for the parties of the first 
 and second parts deposited with, and assigned to the Trustee, to be 
 and to become subject to the terms of this instrument, which said Cer- 
 tificates of Interest shall be issued by it to and in the names of 
 "William A. Clark, Trustee, and Edward H. Harriman, Trustee," 
 duly certified and issued under the hand of its proper officers, and 
 entered upon correct books of record which shall be kept by the Trus- 
 tee, showing the details of the issuance and transfers of such Certifi- 
 cates, in the usual manner and form of well organized corporations 
 dealing with such matters. 
 
 Section 2. Said Certificates may be in substantially the following 
 form: 
 
 The Farmers Loan and Trust Company, 
 
 certificate of interest 
 
 in 
 
 (Insert name of proper company). 
 
 No. . shares. 
 
 This Certificate of Interest is issued to pursuant to 
 
 the provisions of a certain Stock Trust Agreement dated June 7, 1903, 
 made by and between William A. Clark, contracting for himself and 
 as trustee for his associates, as party of the first part, Edward H. Har- 
 riman, as trustee, as party of the second part, and the undersigned, as 
 party of the third part, and reference to said Agreement, an original 
 of which has been lodged with the undersigned, is hereby made. 
 
 This Certificate of Interest is based upon shares of 
 
 the capital stock of the of the par value of one hun- 
 dred dollars each, which have been sold, assigned, delivered and trans- 
 ferred to the undersigned as Trustee under said Agreement. 
 
 This Certificate is not negotiable and not transferable, except upon 
 the written consent of William A. Clark, Trustee, and Edward H. 
 Harriman, Trustee, in the form of transfer and consent endorsed on 
 this Certificate, nor until this certificate shall be surrendered to the 
 undersigned for cancellation, as provided by said agreement. 
 
 The holder or holders of this Certificate of Interest is and are en- 
 titled to receive the net proceeds (after paying the cost of collecting 
 
53 
 
 and disbursing the same, including the Trustee's fees) of any divi- 
 dend or dividends declared or to be declared, and of any funds which 
 may come into the possession of the undersigned as the holder or 
 
 owner of any of the shares of capital stock of the said 
 
 Company in respect of which this Certificate is issued. 
 
 At the end of the full term of ten years from the day, on which the 
 railroad of the San Pedro, Los Angeles and Salt Lake Eailroad Com- 
 pany shall be opened for business from Salt Lake City, 'Utah, to San 
 Pedro, California, the registered holder of this Certificate may sur- 
 render the same to the undersigned ; and, upon payment of any sums 
 due or to become due to the Trustee under the terms of said Agree- 
 ment, shall be entitled to receive from the Trustee, Certificates in the 
 name of such holder for the shares of capital stock in respect of which 
 this Certificate was issued. 
 
 By the acceptance of this Certificate, the holder thereof shall be 
 bound by all the terms and provisions of said agreement, dated June 
 T, 1903, as fully and to the same extent as if such holder were a party 
 thereto and had duly executed an agreeiment to abide thereby ; and no 
 holder thereof, other than " William A. Clark, Trustee, and Edward 
 H. Harriman, Trustee," whether the cestui que trust of said Clark, 
 or of said Harriman, nor any other persons, shall have any interest, 
 legal or equitable, in this Certificate, or in the shares of capital stock 
 upon which the same is issued, unless or until the said Clark, Trustee, 
 and said Harriman, Trustee, shall have each in writing consented 
 thereto. 
 
 When so assigned, this Certificate shall be transferred only upon 
 surrender thereof to the Trustee and upon the execution by the trans- 
 feree of an agreement in the form prescribed by the said Stock Trust 
 Agreement. 
 
 The Farmers' Loan and Trust Company, 
 
 Tru&tee. 
 
 by 
 
 Attest : 
 
 5 
 
 Secretary. 
 
 There shall be endorsed upon said Certificates of Interest a form 
 of assignment substantially in the following form : 
 
 Assignm,ent. 
 
 For value received hereby sell, assign and transfer unto 
 
 the within Certificate of Interest based upon 
 
 shares of the capital stock of the , and all of 
 
 interest therein, and do hereby irrevocably appoint 
 
 attorney to transfer said Certificate upon the books of the 
 
 Farmers Loan and Trust Company, with full power of substitution 
 in the premises. 
 
 Dated . 
 
 No such assignment shall become effectual to pass any title to, or 
 right or interest in the said Certificate, or in the shares of capital 
 stock upon which the same is based, until there shall have been en- 
 
54 
 
 dorsed in writing thereon, a consent substantially in the following 
 form: 
 
 " Consent is hereby given to the above assignment of this Certifi- 
 cate, and to the transfer thereof, to 
 
 " William A. Clark, Trustee. 
 " Edward H. Harriman, Trustee. 
 
 " In presence of : ." 
 
 Nor shall such assignment or consent be received from any intended 
 transferee by the Trustee for any purpose, until such intended trans- 
 feree shall have executed and delivered to the Trustee, by endorsing 
 the same upon such certificate so to be transferred, an undertaking 
 in the following form: 
 
 " The undersigned accept this Certificate, subject to all the terms 
 and conditions of the agreement dated June 3, 1903, therein men- 
 tioned, by which the undersigned agree to be fully bound as if a party 
 
 thereto, and agree to hold all interest acquired thereby, 
 
 and by any new Certificate of Interest, if any, issued in respect there- 
 of under and subject to the terms of said Agreement." 
 
 Upon the due execution of all of which and the presentation thereof 
 to the Trustee, it may, but not otherwise, cause such transfers to be 
 made and entered of record. 
 
 Section 3. Said Certificates of Interest as to the shares of stock in 
 each of said several Companies shall be issued and delivered to the 
 parties of the first and second parts in their joint names, in equal 
 amounts, so that each of the parties of the first and second parts shall 
 respectively receive from the Trustee, each one-half in number and one- 
 half in par value of the capital stock in each of said Companies now, or 
 from time to time, transferred or delivered to the Trustee, and in 
 respect of which said Certificates of Interest may be issued. 
 
 Section 4. No transfer of any of such Certificates of Interest shall 
 be made by the Trustee upon its boks or otherwise, unless such Certifi- 
 cates shall be first surrendered and returned to the Trustee for cancella- 
 tion, and shall have been by it canceled ; nor unless the same shall each 
 bear endorsed thereon the written consent to such transfer signed by 
 each of said parties of the first and second parts, nor until such pro- 
 posed transferee shall in writing consent to all the terms of this 
 instrument, and agree to be bound thereby as if a party thereto, and 
 to be bound and limited by the terms and conditions written in and 
 endorsed upon said Certificates of Interest. 
 
 Section 5. The Trustee may from time to time make such reasonable 
 rules respecting the making and issuance of Certificates of Interest, and 
 the transfer thereof, as it may find necessary ; and, upon the written 
 request of all the holders of outstanding Certificates of Interest, it shall 
 make, adopt and enforce any rule or regulation concerning the assign- 
 
55 
 
 ment or transfer of such Certificates of Interest, which all of said 
 holders of outstanding Certificates of Interest may so request. 
 
 Article V. 
 
 Section 1. The Trustee may collect any dividends paid or payable, 
 declared or to be declared, by any of said Companies, and any funds 
 due to any of them from any source whatever, in respect of the said 
 shares of capital stock so held by the Trustee, and shall immediately, 
 upon such receipt and collection of any such dividends or funds, pay 
 over any such dividends or funds to the parties of the first and sec- 
 ond parts, or their successors or assigns, ratably and according to 
 their respective holdings of said Certificates of Interests represent- 
 ing the stock upon which such dividends or funds has been paid as 
 appears by the records of the Trustee, and may also pay over the like 
 ratable proportion of any such dividends or funds to any registered 
 holder of such Certificates of Interest, whose holding thereof was 
 acquired by any assignment of such Certificates of Interest, with and 
 upon the written consent of the parties of the first and second parts, 
 and upon the said transfers, consent and undertaking, as provided by 
 Section 4 of Article IV of this Agreement. 
 
 Section 2. The Trustee will at any time, upon the written request 
 of the parties of the first and second parts, or the successor in trust 
 of either of them, issue to the persons jointly named by said parties 
 of the first and second parts, or said successor, its proxy or proxies 
 upon all of the shares of capital stock of each of said several Com- 
 panies then held by it and registered in its name, to be voted at any 
 annual, special, adjourned or called meeting, of the stockholders of 
 any of the said Companies. 
 
 Section 3. At least sixty days before the day of the annual meeting 
 of the stockholders of any of the said Companies, the parties of the first 
 and second parts shall, in writing, either jointly or separately, notify 
 the Trustee of the names of the persons to whom the Trustee shall 
 issue the proxy or proxies mentioned in Section 2 of this Article. If 
 the names so notified to the Trustee are not identical, the Trustee 
 shall transmit to each of the parties a copy of the said notice of the 
 other party, and unless thirty days before the day of such annual 
 meeting the parties of the first and second parts shall have lodged 
 with the Trustee an agreement or consent to the names of the same 
 persons to whom such proxies shall issue, it shall then be the duty of 
 the Trustee, not less than twenty days before the day of such meeting 
 of th^ stockholders, to call, in writing, upon each of the parties of 
 the first and second parts to each nominate a number of persons, not 
 more than one-half of the number of persons to be elected as directors 
 at such meeting, and thereupon the Trustee shall issue its proxy or 
 
56 
 
 proxies to such person or attorney as it may select to appear at such 
 annual meeting, and there to vote all the shares of capital stock in 
 such Company so held by said Trustee, for directors thereof, one-half 
 of the number of directors to be the persons so nominated to it for 
 such purpose by each of the said parties of the first and second parts, 
 respectively. Any communication provided to be made hereby may 
 be made between the parties or their duly appointed attorney by 
 letter or by telegrams sent at the expense of the trust. In case the 
 number of directors to be chosen for any such Company shall be an 
 odd number, then the President of the Trustee shall be elected as one 
 of said directors, unless said parties of the first and second parts 
 shall jointly nominate another person to be so elected, and the remain- 
 ing directors shall be elected, one-half from the persons nominated 
 for such office by the party of the first part, and one-half from the 
 persons nominated for such office by the party of the second part. 
 
 Section 4. If the said parties shall include in their said nomina- 
 tions of persons to be voted for as directors by the Trustee, as pro- 
 vided for in Section 3 of this Article, the names of the same person 
 or persons, the Trustee shall, by letter or by telegram, notify each of 
 said parties of the first and second parts, of the fact of such double 
 nomination, and in such case either of said parties may withdraw 
 the name of the person so twice nominated and substitute the name 
 of another person to be voted for by the Trustee or its attorney in 
 fact; but in case either of said parties of the first or second parts 
 shall fail to nominate some person in lieu of the person so nominated 
 by both parties, then the President of the Trustee shall select some 
 managing officer of the Trustee to be voted for as such director in 
 lieu of one of said double nominations by one of said parties. 
 
 Section 5. In case it shall happen at any time while the capital 
 stock of the said several Companies, or any of them, remains de- 
 posited with the Trustee, that the stockholders in any of said Com- 
 panies shall be called at any regular or special meeting to act upon 
 any question other than the election of directors, the Trustee shall 
 issue its proxy upon said capital stock to the person or persons whom 
 the said parties of the first and second parts may jointly request. 
 In case the said parties shall not agree as to the person so to be ap- 
 pointed, the Trustee shall select some discreet and proper person to 
 vote upon such question in such meeting in the manner and as the 
 parties hereto may in writing request; and in case no such request 
 shall be jointly made by said parties, then the Trustee shall vote upon 
 such question upon the stock so held by it, in the manner and as the 
 President of the Trustee shall determine. 
 
 Section 6. The initiative in all matters in this Article provided 
 shall be taken by the parties of the first and second parts hereto, 
 
57 
 
 and the Trustee shall not be charged with any duty except as in 
 this Article provided, in case of a failure of the said parties of 
 the first and second parts to agree in direction to the Trustee as 
 in this instrument provided. 
 
 Article VI. 
 
 Section 1. None of the stock held by the Trustee under the terms 
 of this Agreement, and none of the Certificates of Interest issued 
 thereunder, shall, until the end of the full term of the ten years 
 hereinafter created, be in any manner or for any purpose sold, 
 assigned or transferred, or otherwise disposed of, nor shall any 
 interest therein, or right thereto, legal or equitable, be sold, trans- 
 ferred or assigned or otherwise disposed of by either the party of 
 the first or the party of the second part hereto, except upon the 
 consent in writing of the other of said parties, first had and obtained 
 and lodged with the Trustee; nor unless the party hereto desiring 
 to effect such sale, assignment or transfer or other disposition shall 
 have first offered the other of said parties hereto the right and 
 opportunity to purchase the same stock certificates, interest, legal or 
 equitable, or right, on as favorable terms, and such party shall 
 neglect to avail himself of such opportunity for the space of thirty 
 days. 
 
 Section 2. Nothing in this Article, however, shall be construed to 
 prohibit either of the said parties of the first and second parts, re- 
 spectively, from making and delivering to himself or to his cestuis 
 que trust, or associates, receipts, or other instruments, in form nego- 
 tiable or otherwise, hereinafter termed " Certificates of Interest," in 
 respect of the number of shares of stock in each of said Companies 
 which he has or which such associates or cestuis que trust have depos- 
 ited under said trust, or with their said respective personal trustees 
 under some agreement satisfactory to such personal trustee and to 
 the owners of such capital stock so deposited with the said personal 
 trustee; but such agreement or arrangement shall be so made as to 
 provide that none of the owners of such Certificates of Interest so 
 issued by either one of the said personal trustees shall, by virtue of 
 such ownership, or otherwise, in any manner interfere with the con- 
 trol, ownership, use, custody and possession of said third party of 
 the capital stock so deposited by said personal trustee with the 
 Trustee under this Agreement, nor shall any such arrangement or 
 agreement charge the Trustee under this Agreement with any duty 
 to any holder of any such personal trustee Certificate, nor shall the 
 party of the third part be required to recognize any such personal 
 trustee Certificate in any manner, or for any purpose whatever. 
 
58 
 
 Section 3. At the end of the term hereby created, the parties of 
 the first and second parts convenant to and with each other and to 
 and with the Trustee to surrender to the said Trustee any and all 
 Certificates of Interest issued by the Trustee and respectively held 
 by them, or either of them, and thereupon the Trustee may, and it 
 hereby convenants and agrees to and with each of the other parties 
 hereto that it will, upon the request of either of said other parties, 
 assign the capital stock, or capital stock certificates represented by 
 said surrendered Certificates of Interest, jointly to and in the names 
 of the parties of the first and second parts, and shall deliver to each 
 of the said parties of the first and second parts the certificates of 
 capital stock in any of said several Companies which are represented 
 by the Certificates of Interest issued against the said capital stock 
 by the Trustee, and which shall be surrendered to the Trustee by said 
 respective parties, or it may, upon a like surrender by the holders 
 thereof, assign into the names of such holders of its Certificates of 
 Interest and deliver to such holder or holders of its said Certificates 
 of Interest the number of shares of capital stock in any of said Com- 
 panies and in the par value in respect of which the Trustee had is- 
 sued its said Certificates of Interest, provided that such holder or 
 holders of said Certificates took and held the same under the terms 
 and upon the written consents of the said parties of the first and 
 second parts, and upon the other- conditions provided for by this 
 instrument ; and upon such assignment and delivery, the said capital 
 stock may be transferred upon the books of the said several Com- 
 panies into the names of such assignees. Upon any such assignment 
 and delivery of said shares of capital stock by the Trustee to the 
 holders of any Certificate of Interest issued by the Trustee, the Trus- 
 tee shall not thereafter be charged with any duty of liability in re- 
 spect of any of said capital stock or Certificate of Interest. 
 
 Section 4. Each of the parties of the first and second parts cove- 
 nants with the other, that any and all shares of stock and stock cer- 
 tificates received by him, under the terms of Section 3 of this Article, 
 will not be sold or offered for sale at any time after receiving the 
 same, until the other of said parties shall have been given the right 
 to purchase such shares of capital stock on as favorable terms as 
 the same or any part thereof are offered for sale or agreed to be sold, 
 or sold, to any other person, firm or company ; it being the intention 
 of each of the parties hereto to give to the other a preferential right 
 to purchase any of said shares of capital stock upon any sale or other 
 disposition thereof. 
 
59 
 
 Abticlb VII. 
 
 Section 1, In case the parties of the first and second parts, re- 
 spectively, may desire to wind up the business, distribute the assets 
 or otherwise bring about a dissolution of the said California Improve- 
 ment Company, the Empire Construction Company and the Los 
 Angeles Terminal Land Company, or some of them, or for any other 
 purpose to withdraw the shares of stock of any of said Companies 
 from the trust hereby created, then upon the surrender of the Cer- 
 tificates of Interest issued by the Trustee in respect of the shares 
 of the capital stock of any such Company, the Trustee may, and upon 
 the joint request of the parties of the first and second parts, shall 
 assign the said stock certificate and deliver the same to such person 
 or persons as may be named in such request; and thereupon the 
 Trustee shall not be further charged in respect to any stock in, or 
 business of such Company, and this Agreement shall no longer affect 
 the same. 
 
 Article VIII. 
 
 Section 1. The provisions of this Agreement shall be binding and 
 in full force and effect from the date hereof, and for the further full 
 term of ten years from the day on which the railroad of the San 
 Pedro, Los Angeles and Salt Lake Railroad Company shall be opened 
 for business between Salt Lake City, Utah, and San Pedro, Califor- 
 nia ; and the parties of the first and second parts covenant and agree 
 that they will cause the San Pedro, Los Angeles and Salt Lake Rail- 
 road Company to certify to the Trustee the date at which it is so open 
 for business, and that the said Certificate shall be conclusive as to the 
 fact so stated. 
 
 Section 2. It is nevertheless agreed by all the parties hereto that 
 this Agreement may at any time be modified, changed or abrogated, 
 in whole or in part, upon the consent of all of the holders of record 
 of the said Certificates of Interest issued by the Trustee, if and when 
 the same is approved in writing by the Trustee. 
 
 Ajrticle IX. 
 
 Section 1. The parties of the first and second parts jointly and sev- 
 erally covenant and agree to and with each other and with the Trus- 
 tee, to indemnify it and to save and keep it harmless from any loss, 
 charges or damages which the Trustee may incur by reason of its 
 holding the legal title to or the ownership in and custody of the said 
 several shares of capital stock in any of said several Companies. 
 
 Section 2. They also covenant and agree to pay each one-half of 
 the reasonable compensation to be paid to the Trustee for itself and 
 
60 
 
 for its agents, servants or attorneys, for anything done or to be done 
 by them or any of them in the performance of the duties of the Trus- 
 tee under the terms of this instrument, and any costs, damages or ex- 
 penses incurred by the Trustee in any suit or action which may be 
 brought or conducted by any person having or claiming to have an 
 interest in the subject matter of the trust estate and in which the 
 Trustee may be sued or if it elect in which it may voluntarily appear. 
 
 Article X. 
 
 Section 1. In case the said William A. Clark shall at any time die 
 or resign as Trustee for his said cestui que trust, or if he shall for any 
 reason be unable to discharge the duties of his trust, then the holder 
 or holders of Certificates of Interest, issued by said "William A. Clark 
 to himself and to the persons who deposited any of said capital stock 
 with said Clark, may, by a majority vote of all shares represented in 
 said Certificates, select some other person to be Trustee in lieu and 
 in place of said William A. Clark ; and, upon said selection being cer- 
 tified to said Trustee by the written certificate of the said holders of 
 said Certificates, the cestuis que trust making such selection, the said 
 person so selected in place of said Clark may execute the copy of said 
 Agreement in the custody of the party of the third part, and there- 
 after shall in all respects, rights, duties, privileges, conditions and 
 matters be substituted for said Clark to all intents and purposes as if 
 such person had been originally the party to this instrument instead 
 of said Clark. 
 
 Section 2. In case the said Edward H. Harriman shall at any time 
 die or resign as Trustee for his said cestuis que trust, or if he shall for 
 any reason be unable to discharge the duties of his trust, then the 
 holder or holders of Certificates of Interest issued by said Edward H. 
 Harriman in respect of said capital stock, may, by a majority vote of 
 all of said certificates of interest, select some other person to be 
 Trustee in lieu and in place of said Edward H. Harriman ; and upon 
 said selection being certified to said Trustee by the written certificate 
 of the said holders of said Certificates, the cestuis que trust making 
 such selection, the said person so selected in place of said Harriman 
 may execute the copy of said Agreement in the custody of the party 
 of the third part, and thereafter shall in all respects, rights, duties, 
 privileges, conditions and matters be substituted for said Harriman 
 to all intents and purposes as if such person had been originally the 
 party to this instrument instead of said Harriman. 
 
 In Testimony Whereof, the said party of the first part and the 
 said party of the second part have hereunto subscribed their names 
 and affixed their seals; and the said party of the third part, for the 
 
61 
 
 purpose of signifying its acceptance of the trust herein and hereby 
 created, has caused these presents to be signed by its President, sealed 
 with its corporate seal, and attested by its Secretary, the day and 
 year first above written. 
 Signed in triplicate. 
 
 W. A. Cl^EK. (l. s.) 
 
 W. A. Clark as Trustee. (l. s.) 
 
 Edward H. BLarriman as Trustee. (l. s.) 
 The Farmers' Loan and Trust Company, 
 
 Trustee, 
 By E. S. Marston, President. 
 (Seal.) 
 Attest : 
 
 Sam Sloan, Jr., Sed'y. 
 
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