We, the undersigned, E. H. Miller, jr., Secretary of the Central Pacific Railroad, and J. L. Willcutt, Secretary of the Southern Pacific Railroad Company, do hereby certify that the above is a full, true, and correct copy of the agreement between the said railroad companies and the Western Union Telegraph Company, dated December 14, 1877.

In testimony whereof we have hereunto set our hands and affixed the corporate seals of the Central Pacific and the Southern Pacific Railroad Companies, respectively, this 30th day of January, 1883.

[SEAL.]

[SEAL.]

E. H. MILLER, JR., Secretary Central Pacific Railroad Company. J. L. WILLCUTT, Secretary Southern Pacific Raiload Company.

(No. 3.)

AGREEMENT BETWEEN THE UNION PACIFIC RAILWAY COMPANY AND THE WESTERN UNION TELEGRAPH COMPANY.

This agreement, made and entered into this 1st day of July, 1881, by and between the Western Union Telegraph Company and the Union Pacific Railway Company, hereinafter respectively designated for convenience as "the telegraph company" and "the railway company," witnesseth:

That whereas the Western Union Telegraph Company has acquired all of the property, rights, and franchises of the Atlantic and Pacific Telegraph Company, and is also in possession of and operates a separate line of poles and wires along said main line of road of the railway company between Omaha and Ogden; and

Whereas the parties hereto are now and for some time past have been operating lines of telegraph along the various railroads of the railway company, under sundry contracts referred to in Exhibit A, hereto attached, made between the said railway company or companies formerly in possession of lines of railroad now controlled by or forming part of the lines of railroad of said railway company, and the Western Union Telegraph Company, or other telegraph companies which have since, by purchase or consolidation, become merged into the said Western Union Telegraph Company, a schedule of said contracts being hereunto annexed and marked Exhibit A; and

Whereas disputes have arisen and exist between the parties hereto, and various suits are pending between them; and

Whereas it is desirable to terminate, as far as practicable, existing disputes and litigations, and to embody in one new contract the agreement of the parties, which new contract is in lieu of said existing contracts referred to in Exhibit A, to the extent and for the purposes hereinafter defined:

Now, therefore, for the purpose of providing telegraphic facilities for the parties hereto, and of maintaining and operating the lines of telegraph along the railway company's railroads in the most economical manner in the interest of both parties and for the purpose of fulfilling the obligations of the railway company to the Government of the United States and the public in respect to the telegraphic service required by the act of Congress July 1, 1862, and the amendments thereto, and in consideration of the covenants and agreements herein contained, the parties hereto have mutually agreed as follows:

First. Each party hereto hereby releases and discharges the other from all claims, debts, liabilities and demands of whatever nature, arising and accruing under any and all said contracts and agreements up to this date or otherwise, between the parties hereto or their respective predecessors, and all pending suits are to be dismissed without prejudice, and each party to pay its own costs.

Second. In order to define as nearly as practicable the exact ownership of the telegraph property as it now exists on and along the various railroads and in the various offices of the railway company, a full and complete inventory shall immediately upon the execution of this agreement be made out by two appraisers, one to be appointed by each party hereto; and said inventory shall show in detail all of the telegraph properly belonging to each party hereto, separately; and also all of the telegraph property owned jointly by the parties hereto, and all of the telegraph property the ownership of which is now disputed; and after said inventory shall have been agreed upon between and signed by the parties hereto, a copy of said inventory, duly certified by said appraisers, shall be filed with each party's copy of this agreement.

Upon the termination of this agreement, as hereinafter provided, in case the parties hereto shall not be able to agree upon a division of or other settlement for the property, the ownership of which is in dispute, then the final disposition of such property shall be referred to and decided by arbitrators chosen in the manner hereinafter provided.

Third. The railway company, so far as it legally may, hereby grants and agrees to assure to the telegraph company the exclusive right of way on, along, upon, and under the line, lands, and bridges of the railway company and any extensions and branches thereof, for the construction, maintenance, operation, and use of lines of poles and wires, or either of them, or underground or other system of communication for commercial or public uses or business, with the right to put up from time to time or cause to be put up or constructed under the provisions of this agreement such additional wires on its own or the railway company's poles or such additional lines of poles and wires or either, as well on its bridges as on its right of way, or to construct such underground lines as the telegraph company may deem expedient, doing as little damage and causing as little inconvenience to the railway company as is practicable, and the railway company will not transport men or material for the construction or operation of a line of poles and wire or wires or underground or other system of communication in competition with the lines of the telegraph company party hereto, except at and for the railway company's regular local rates, nor will it furnish for any competing line any facilities or assistance that it may lawfully withhold, nor stop its trains, nor distribute material therefor at other than regular stations.

Provided, always, that in protecting and defending the exclusive rights given by this contract, the telegraph company may use and proceed in the name of the railway company, but shall indemnify and save harmless the railway company from any and all damages, costs, charges, and legal expenses incurred therein or thereby.

Fourth. It is mutually understood and agreed that all of the telegraph lines and wires covered by this contract, whether belonging to or used by the telegraph company or the railway company, for the purposes of this contract as herein provided, shall form part of the general system of the telegraph company.

The railway company further agrees that its employés shall trausmit over the lines owned, controlled, or operated by the parties hereto, all commercial telegraph business offered at the railway company's offices, and shall account to the telegraph company exclusively for all of such business and the receipts thereon, as provided herein. No employé of the railway company shall, while in its service, be employed by or have any connection with any other telegraph company than the telegraph company party hereto, and the telegraph company shall have the exclusive right to the occupancy of and connection with the railway company's depots or station-houses for commercial or public telegraph purposes as against any other telegraph company. Provided that if any person or party, or any officer of the Government, tender a message for transmission over the railway telegraph lines between Council Bluffs and Ogden at any railway telegraph station between those points and require that the service be rendered by the railway company, the operator to whom the same is tendered shall receive and forward the same accordingly at rates to be fixed by the railway company to the point of destination if not beyond its own lines.

If the destination of said message be beyond said railway company's lines, the telegraph company when receiving the same at the point at which it leaves the said railway lines, may demand the prepayment of tolls for the service of forwarding the message on its own lines.

Provided, however, that the local receipts of the railway company on such messages shall be divided between the parties hereto in the same manner and subject to the same conditions as provided in the 10th clause of this agreement.

Fifth. The railway company agrees to furnish at its own expense all the labor except a foreman for the maintenance, repair, and renewal or reconstruction of the exist ing lines and wires along all of the railway company's railroads, and for the construction, maintenance, repair, and renewal or reconstruction of such additional wires or lines of poles and wires, as may be required for commercial or railroad telegraph purposes along said railroads and along future branches and extensions thereof, and along new railroads constructed or acquired by the railway company, except as modified in the sixth clause hereof.

The telegraph company shall furnish a foreman skilled in the work of telegraph construction, who shall have charge of the construction and reconstruction of the lines and wires and the direction of the labor furnished by the railway company for such purposes, said foreman to be subordinate to the superintendent mentioned in article twelfth of this agreement.

Sixth. Each party hereto shall pay one-half of the entire cost of all poles, wire, insulators, tools, and other material used for the maintenance, repair, and renewal or reconstruction of existing lines and wires along all of the railway company's railroads, and for the construction, maintenance, repair, and renewal or reconstruction of such additional wires or lines of poles and wires as may be required for commercial or railroad telegraph purposes along said railroads and along future branches or extensions thereof, and along new railroads constructed or acquired by the railway company, until the total number of wires shall amount to three for the exclusive use of each party hereto, between Council Bluffs and Ogden; two for the exclusive use of each party hereto, between Kansas City and Denver; and one for the exclusive use of each

party hereto, on all other portions of the railway company's railroads, branches, and extensions.

Each party hereto shall pay the entire cost of the construction, maintenance, repair, and renewal or reconstruction of wires for its exclusive use in excess of the number herein before mentioned. The material of the telegraph company for additional wires to be transported free of charge by the railway company over its own lines, as hereinafter provided.

The telegraph company agrees to furnish at its own expense all blanks and stationery for commercial or public telegraph business, and all instruments, main and local batteries and battery material for the operation of its own and the railway company's wires and offices. The telegraph company shall maintain the main batteries in good working order, but if said batteries are at places where the telegraph company has no battery-man or other employé who can attend to the same, in such cases the railway company's employés shall keep said, batteries in good working order, if any of such employés at such place are competent to do it.

Seventh. Each party hereto shall have the exclusive use, under the division of the cost of material hereinbefore provided, of not exceeding three wires between Council Bluffs, Iowa, and Ogden, Utah, and not exceeding two wires between Kansas City, Mo., and Denver, Colo., and not exceeding one wire on all other portions of the railway company's railroads; provided, however, that in case either party hereto shall require additional wires between said places hereinbefore mentioned, or along any of the other railroads of the railway company, the party requiring such additional wire or wires shall furnish at its own expense all material for the construction, maintenance, repair, and renewal or reconstruction of such additional wire or wires.

The telegraph company agrees to furnish, free of charge, for the railroad business of the railway company, a direct wire connecting the railway company's office in Omaha, Nebr., with its office in Kansas City, Mo., and with the railway company's offices at intermediate railroad stations of the railway company along the Missouri River, including Council Bluffs; and the telegraph company will receive, transmit, and deliver, free of charge, at and from its offices at said intermediate stations of the railway company, such messages on the railroad business of the railway company as may be offered by its agents and officers for points on the railway company's roads, provided that the telegraph company may use said wire for the transaction of commercial or public telegraph business, when not in use for railroad business.

Eighth. All messages of the officers and agents of the railway company pertaining to its railroad business may be transmitted free of charge, between all telegraph stations on the lines of its various railroads over wires set apart for railroad business. The telegraph company agrees to issue to such officers of the railway company as may be designated by the president or general superintendent thereof, annual franks authorizing the free transmission over any of the lines of the telegraph company in the United States, of messages relating strictly to the railroad or corporate business of the railway company to or from points beyond or off the line of the railway company's railroads, to an amount not exceeding $25,000 per annum for the first 3,400 miles of railroad owned or controlled and operated by the railway company, and occupied by a telegraph line erected thereon, and operated under the provisions of this agreement, and $6 per annum additional for each additional mile of railroad owned or controlled and operated by the railway company, and occupied as aforesaid.

The tolls on all of such messages to or from points beyond or off the line of said railroads shall be calculated at the regular commercial day rates of the telegraph company, between the points at which such messages are delivered to the telegraph company, and the points to which they may be destined, provided, however, that if any such messages be delivered to the telegraph company at any place other than the place at which such messages originate, they shall be transmitted over railroad wires and handled by railroad employés entirely until delivered to the telegraph company. And the railway company agrees to pay to the telegraph company one-half of its aforesaid rates on all such messages in excess of said above-mentioned amount. Settlements to be made yearly.

It is understood and agreed that the free telegraphic service herein provided for is for the transmission of messages concerning the operation and business of the railway company's railroads, and shall not be extended to messages ordering sleepingcar, parlor-car, or steamer berths, or other accommodations for customers of the railway company, the tolls on which messages should be properly chargeable to such

customers.

Ninth. The railway company agrees to transport free of charge over its railroads, upon application of the superintendent or other officer of the telegraph company, all officers of the telegraph company when traveling on its business, and all employés of the telegraph company when traveling on the telegraph company's business connected with or pertaining to the lines or wires and offices along any of the railway company's railroads. And the railway company further agrees to transport and distribute free of charge along the line of any or all of its railroads, all poses and other

materials for the construction, maintenance, operation, repair, or reconstruction of the lines and wires covered by this agreement, and of such additional wires or lines of poles and wires as may be erected under and in pursuance of the provisions of this agreement. Also all material and supplies for the establishment, maintenance, and operation of the offices along said railroads, it being understood that no charge shall be made for the transportation of poles or other materials over any of the railway company's railroads for use on any other of its railroads.

Tenth-The telegraph company agrees to supply instruments and local batteries and blanks and stationery for commercial telegraph business as herein before provided, at offices established and maintained by the railway company. At all telegraph stations of the railway company its employés shall receive, transmit, and deliver such commercial or public messages as may be offered, and shall render to the telegraph company monthly statements of such business, and full accounts of all receipts therefrom, and the railway company shall cause all of such receipts to be paid over to the telegraph company monthly.

As compensation to the railway company for the services herein provided for, the telegraph company agrees to pay or return to the railway company monthly one-half of the cash receipts at telegraph stations maintained and operated by and at the expense of the railway company, tolls on ocean cable messages and tolls for lines of other companies excepted, all of which shall be retained by the telegraph company, it being understood that the railway company shall not be entitled to any portion of the tolls on ocean cable messages or tolls belonging to lines of other companies or to any portion of amounts checked against other offices.

And the employés of the railway company shall not, without the consent of the telegraph company, transmit over said telegraph lines any free messages except those provided for herein.

Either party hereto may maintain telegraph offices at places on said railroads where it, now has offices, and either party may establish and maintain offices at such other places on said railroads as it may elect, provided however that the telegraph company shall not establish any new office independent of the railway company's office at any point on said railroads, within one mile of an office which may have been previously established by the railway company, unless the railway company shall consent thereto; but the telegraph company may establish and maintain branch offices wherever it may elect so to do in cities or towns on or along said railroads where it may now have independent offices.

It is understood and agreed, that so long as the commercial telegraph business of places where the telegraph company has no independent offices and where offices are maintained by the railway company at its railroad stations, is confined within one mile of such railroad stations, and is performed satisfactorily, the telegraph company shall not open an independent office within one mile of such stations, but in case the commercial business at any such railroad station should not be transacted to the reasonable satisfaction of the public, and if the telegraph company shall seek to establish an independent office at such place within one mile of the railroad station, and the railway company should object thereto, then the question shall be decided by arbitration as hereinafter provided.

The railway company agrees that its employés shall not compete with the telegraph company's offices in the transaction of commercial telegraph business at any point where the telegraph company may now or hereafter have an office separate from the railway company's office, by cutting rates or by active efforts to divert business from the telegraph company.

Eleventh.-It is a condition of this contract that the railway company is not to be responsible for, and the said telegraph company hereby covenants and agrees to save the said railway company harmless and indemnify it against any loss or damages of any kind arising from any injury to persons in the employ of or property belonging to said telegraph company, while being carried free over said roads under this agreement, or from any neglect or failure in the transmission or delivery of messages for any person doing business with said telegraph company, or on account of any other public or commercial telegraph business for which said railway company is to account under article tenth hereof, and said telegraph company shall not be responsible for, and the railway company agrees to indemnify and save harmless the telegraph company against any loss or damages of any kind arising from or on account of any error or failure in the transmission or delivery of messages sent for said railway company under this agreement.

Twelfth. It is further agreed that the management of the wires, the repairs of all the lines along the railway's company's railroads, and the distribution of all materials for use on said lines shall be under the supervision and control of a competent superintendent who shall be appointed and paid jointly by the parties hereto, and whose salary shall be fixed by mutual agreement, and said superintendent shall be equally the servant of each of the parties hereto and shall as far as practicable protect and

harmonize the interest of both parties hereto in the transaction of the railroad and commercial telegraph business along the railway company's railroads.

Said superintendent shall be subordinate to and under the control of the superintendents of both parties hereto in the management, repair, reconstruction, maintenance, and operation of the lines and wires and the distribution of material therefor, and shall co-operate with both parties hereto in giving the utmost efficiency to the transaction of the railroad and commercial telegraph business and the working of the lines and wires on said railroads.

Said superintendent may be removed by either party hereto, but his successor shall not be appointed without the consent of both parties hereto.

Thirteenth. The railway company shall have the right to the free use of any telegraphic patent rights or new discoveries or inventions that the telegraph company now owns and uses in its general telegraph business, or which it may hereafter own and use as aforesaid, so far as the same may be necessary to properly carry on the business of railroad telegraphing on the line of said railroads as provided for herein. Fourteenth. The telegraph company hereby promises and agrees to assume and protect the railway company from the payment of all taxes levied and assessed upon the telegraph property belonging to either of the parties to this agreement.

Fifteenth.-The provisions of this agreement shall extend to all railroads and branches or extensions thereof now or hereafter owned or controlled by the railway company, provided, however, that in case the railway company shall hereafter acquire the ownership or control of any railroad upon which the telegraph company may already have a line of telegraph in operation, the provisions of this contract shall not apply to such railroad and telegraph line without the mutual consent of the parties hereto at the time of such acquisition.

The provisions of this contract shall be and continue in force for and during the term of twenty-five (25) years from the date hereof, and unless one (1) year's written notice next prior to the expiration of said term is given this contract will continue in force thereafter until one (1) year's written notice shall have been given by one of the parties hereto of its intention to terminate the same.

In case of any disagreement concerning the true intent and meaning of any of the provisions of this contract, the subject of such difference shall be referred to three arbitrators, one to be chosen by each party hereto, and the third by the two others chosen, and the decision of such arbitrators, or of a majority thereof, shall be final and conclusive.

In case of any such disagreement arising, either party may appoint in writing an arbitrator, and in writing request the other party to appoint an arbitrator on its behalf. The neglect or failure to make such appointment or to abide by any award or decision of the arbitrators or a majority thereof shall be deemed a breach of this contract. If the first set of arbitrators chosen shall be unable to agree, a second, and, if necessary, a third shall be selected in like manner. If they fail to agree, then a justice of the Supreme Court of the United States may select three disinterested arbitrators whose award or decision shall be final.

It is understood and agreed that this contract as long as it is, in good faith, observed and kept on the part of the Union Pacific Railway Company, supersedes the contracts specified in Exhibit A.; but if the Union Pacific Railway Company shall not keep this contract in good faith on its part, then said contracts in Exhibit A, according to their respective provisions, shall be considered and be in force, and all rights thereunder, for the purpose of the protection of the Western Union Telegraph Company. All disputes under this paragraph shall be submitted to arbitration as aforesaid. If this contract is kept by the Union Pacific Railway Company in good faith for the term of 25 years, then all rights under said contracts and each of them are at an end; and this contract shall not be construed as granting any easements or rights of way in or over the property of the railway company, which shall continue in existence after the said period of 25 years.

This agreement shall not be construed to affect the rights of the telegraph company under section 19 of the act of July 1, 1862, or under the act of July 2, 1864, entitled "An act for increased facilities of telegraph communication between the Atlantic and Pacific States and the Territory of Idaho," which rights are disputed by the railway company, and which rights during the existence of this contract, are to remain in statu quo, the same as if this contract had not been made, and on the termination of this contract each party hereto is remitted to its legal rights in respect thereof.

It is also agreed between the parties hereto, that if at the end of each term of ten years, commencing from the date hereof, this contract in any of its provisions shall be deemed by either party hereto to work unjustly, and the parties cannot agree upon its modification, then either party may have the matter of such difference submitted to the arbitrators herein provided for, whose decision in respect of such matters shall be binding upon the parties. Said arbitrators shall have no power to limit or extend the term of this contract, or to do anything except to provide adequate relief in reS. Ex. 2-2