instruct the designated agents of said new corporation as to any of the formulæ, process or recipes for the treatment or cure of tobacco and manufacture of cigars used by or known to him, and further instruct such designated agents in the use of such formulæ, recipes or processes, and that he will not make known to any other than such designated agents, or make use of any such formulæ, processes or recipes.

In consideration of the conveyances, covenants and agreements by Partners as aforesaid, said new corporation is to pay to Partners the sum of One Million two hundred and fifty thousand dollars ($1,250,000) in cash, which said amount shall be in full payment for the trade-names, good-will, trade-marks, symbols, recipes, copyrights, patents and rights analogous thereto and all other intangible assets belonging to said Partners of whatsoever kind, and in any way useful or available in the cigar business, except book accounts, bills receivable and contracts not scheduled, and a further sum for the tangible assets useful and available in the cigar business, to be arrived at as follows: The real estate, buildings, unmanufactured stock, stock in process of manufacture, and that fully manufactured, at the cost thereof to Partners as shown by the books of Partners, if the same have been accurately kept. In arriving at the cost of any such property no amount is to be allowed for interest on the investment made by Partners, but in the case of stock of tobacco the actual cost of carriage, storage and insurance is to be considered. Machinery and fixtures, such as are useful and available in the cigar business is to be taken at its actual and agreed value, and in no case exceeding cost. Wrapping material, labels and supplies other than leaf and manufactured stock are to be taken just as leaf and manufactured stock, provided, however, that none shall be taken by said new corporation. except such as will be useful and available to it in its business. Such leaseholds as the said Partners have useful to said new corporation in its business shall be turned over to said new corporation without premium. If Partners have made advances on contracts for purchase of leaf, and additional amounts are due to the vendors thereof, the said new corporation will upon receipt of such leaf if said contract is taken by said new corporation pay for the same by returning to Partners the amount advanced by them without interest, and settling with the vendor for the balance due him. No contract of whatever sort not set out in Schedule A hereto attached shall be taken by said new corporation unless the same is agreed to by W. R. Harris who is the agent appointed hereby for both the American Company and the Continental Company to pass on such contract.

It is agreed that said new corporation shall be organized under the

direction of the legal advisers of the American Company and the Continental Company and there shall be no charge to said new corporation for legal advice and services in its organization. The expense of such organization other than legal advice and service shall be borne by it, the said new corporation. The stock of said new corporation shall be issued for cash as par, and it shall be issued and paid for in the proportion of seven per cent. to Partners or their nominees, forty-six and one-half per cent. to the American Company or its nominees, and forty-six and one-half per cent. to the Continental Company or its nominees, and each of the parties shall meet any call made by the directors for cash in this way; seven per cent. of the amount so called to be paid by Partners, or their nominees; forty-six and one-half per cent. by the American Company or its nominees, and forty-six and one-half per cent. by the Continental Company or its nominees. Stock shall issue to the amount that payments are made, and at the time such payments instead of being credited to the subscribers paying the same on their respective stock subscriptions. In case the directors of said new corporation decide to purchase any other property or business and to pay for the same in stock and not in cash the stock necessary and used in such purchase shall be deducted equally from the amount that under this agreement would be coming to the American Company and the Continental Company and the payments required by them shall be likewise abated.

The said new corporation shall be organized with a paid-up capital stock of ten thousand dollars, of which the nominees of the American Company and the nominees of the Continental Company shall hold $9,300 and Partners and their nominees shall hold $700, and these first stockholders shall organize and elect a board of directors and thereafter such board of directors shall control the operation of said new corporation, controlling only by the provisions of this agreement. The said nominees of said the American Company and the Continental Company shall select a name for said new corporation and fix the number of the directors.

In witness whereof, and of all the foregoing, the said Partners have caused this instrument to be signed in their partnership name "Powell Smith & Company" by George J. Smith, one of its active partners, and they have individually set their hands and seals hereto; and the said party of the second part has caused this instrument to be signed in its corporate name by its President, and its corporate seal to be fixed, attested by its Secretary; and said party of the third part has caused this instrument to be signed in its corporate name by

its 1st Vice-President, and its corporate seal to be affixed, attested by its Secretary.

All done in triplicate, the day and year first above written.

THE MINNEAPOLIS & ST. LOUIS RAILROAD COMPANY:

The Boards of Directors of the Iowa Central Railway Company and of The Minneapolis & St. Louis Railroad Company have agreed, subject to the approval of the stockholders of said Companies, at meetings to be held, for the Iowa Central Railway Company, on December 19th next, and for The Minneapolis & St. Louis Railroad Company on December 18th next, for the sale and conveyance by the Iowa Central Railway Company of all its railroad and property, subject to its debts and liabilities, to The Minneapolis & St. Louis Railroad Company and for the payment by the Iowa Central Railway Company to The Minneapolis & St. Louis Railroad Company of the sum of $2,500,000, in consideration for the issue and delivery by The Minneapolis & St. Louis Railroad Company of 19,175 shares of its preferred stock, 93,702 shares of its common stock and $2,500,000 of an issue about to be made by it of Refunding and Extension Mortgage Five Per Cent. Fifty-Year Gold Bonds.

Said bonds will be dated January 1, 1912, and will bear interest from February 1, 1912, at the rate of 5 per cent. per annum, payable quarterly on the first days of February, May, August and November in each year, and will be redeemable at 105 at any interest period. Said bonds will be part of an authorized issue of $75,000,000 of bonds secured by mortgage upon the railroads and properties now owned by The Minneapolis & St. Louis Railroad Company and the Iowa Central Railway Company, subject to existing liens thereon, and said mortgage, through the retirement of the outstanding $6,250,000 of bonds of the Minnesota, Dakota & Pacific Railway Company, will also be a first lien upon the railroad and property of said Minnesota, Da

kota & Pacific Railway Company constituting the recent extension to the Missouri River, 229.6 miles. Said mortgage will also be a first lien upon the contemplated extensions of the property of The Minneapolis & St. Louis Railroad Company. The issue of the $2,500,000 of bonds above referred to will not increase the aggregate indebtedness of the Companies as the proceeds are to be used to take up maturing obligations.

It is proposed that the securities to be received by the Iowa Central Railway Company will be distributed upon the following basis:

One share of the preferred stock and nine shares of the common stock of The Minneapolis & St. Louis Railroad Company will be exchanged for each ten shares of the preferred stock of the Iowa Central Railway Company; and one share of the common stock of The Minneapolis & St. Louis Railroad Company will be exchanged for two shares of the common stock of the Iowa Central Railway Company.

By an arrangement between the two companies, and under an agreement between the Iowa Central Railway Company and Messrs. J. S. Bache & Co., Bankers, of New York City, the Iowa Central Railway Company has agreed, subject to the approval of its stockholders and of the stockholders of The Minneapolis & St. Louis Company, that the $2,500,000 of Refunding and Extension Mortgage Bonds above referred to, shall be offered by the Iowa Central Railway Company for subscription to stockholders of the two companies as the same appear of record on the books of said companies at the close of business December 26, 1911, pro rata, to the extent of 10 per cent. of the par. value of the shares of the stock held by them respectively, together with $1,250,000 of the preferred stock of The Minneapolis & St. Louis Railroad Company, at a price of $1,000 for each $1,000 Refunding and Extension Mortgage bond, with preferred stock of the par value of $500. The entire amount of subscriptions will be payable on or before January 25, 1912. A syndicate has been formed by Messrs. J. S. Bache & Co. for the purpose of purchasing so much of said $2,500,000 of bonds and $1,250,000 of preferred stock as shall not be subscribed and paid for on or before January 25, 1912, by the stockholders of the two companies.

The money received from the proceeds of this transaction will enable the properties to discharge obligations maturing February 1, 1912, aggregating $2,100,000 and release underlying bonds aggregating $1,850,000.

The capitalization of The Minneapolis & St. Louis Railroad Company, after the acquisition by it of the properties of the Iowa Central Railway Company, will be less than the aggregate capitalization of