sulting from any error or neglect in the transmission or delivery of its messages, and that under no circumstances whatever shall the railroad company be held or become liable to any person doing business with said telegraph company for any neglect or failure in the transmission of messages or delivery of the same, or on account of any other telegraphic business; and the said telegraph company expressly covenants and agrees to indemnify and save harmless the said railroad company of any and from all suits, judgments, costs, and expenses or account thereof, or in any manner coming or arising therefrom.

This agreement shall be and continue in force for and during the full term of twentyfive years from and after the 1st day of April, A. D. 1871, and thereafter until one year's notice of its expiration shall have been given by one of the parties hereto, in which case the question of the rights of property in the line, as between the railroad and telegraph companies, if not mutually agreed upon, shall be decided upon by arbitrators, to be appointed as hereinafter provided for.

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

In witness whereof the parties to these presents have caused their official names to be hereunto subscribed and their corporate seals to be hereunto attested the first day of April, A. D. 1871.

It being further mutually understood that the telegraph company hereby agrees to assume and faithfully carry out, without recourse to the railroad company, any and all obligations which the United States Government may lawfully require of said railroad company as to the use of the said telegraph line.

[SEAL.]

Attest:

THE WESTERN UNION TELEGRAPH COMPANY, By WILLIAM ORTON, President.

O. H. PALMER, Secretary. [SEAL.]

J. I. BLAIR,

President Sioux City and Pacific Railroad Company

(No. 2.)

AGREEMENT BETWEEN THE CENTRAL PACIFIC RAILROAD COMPANY AND THE WEST

ERN UNION TELEGRAPH COMPANY.

This agreement, made and entered into on this the 14th day of December, 1877, between the Central Pacific Railroad Company, the Southern Pacific Railroad Company, the Sacramento and Placerville Railroad Company, the Northern Railway Company, the San Pablo and Tulare Railroad Company, the Los Angeles and San Diego Railroad Company, the Amador Branch Railroad Company, the Berkeley Branch Railroad Company, and the Los Angeles and Independence Railroad Company, parties of the first part, and the Western Union Telegraph Company, party of the second part, witnesseth:

That whereas said parties of the first part are severally railroad corporations or ganized under the laws of the State of California, and do severally own or hold under lease and operate certain several railroads, to each of which is attached a telegraph line, which is by them severally operated and used for the purpose of transmitting dispatches in relation to railroad and commercial business and to domestic and social matters;

And whereas said party of the second part is a telegraph corporation organized under the laws of the State of New York, and owns and operates certain telegraph lines along the several railroad lines of said parties of the first part, and is also engaged in operating other telegraph lines throughout the United States for the purpose of transmitting dispatches in relation to commercial business and to domestic and social matters;

And whereas it is believed by the several parties hereto that it will be to their mutual benefit and advantage to unite their several telegraph lines, and operate the same under one management and as one system:

Now, therefore, to that end, said parties of the first and second part do promise, covenant, and agree each to and with the other as follows:

I.

Said parties of the first part, and each thereof, agree to transmit all the telegraph business of said party of the second part, at each and every of their several respective railroad stations where one operator shall be competent and able to perform all the

duties of railroad agent and telegraph operator, but if at any time it shall be or come to pass that at any of said railroad stations the telegraph business of said party of the second part shall be so great as to require an assistant operator in order that the same may be promptly transacted, such assistant operator shall be furnished by said party of the second part at its own proper cost and charges; and if it shall be or come to pass at any time that the railroad business at any such railroad station shall be so great as to require an assistant in order that the same may be promptly transacted, such assistant shall be furnished by the party of the first part to which such railroad station shall belong, at its own proper cost and charges: Provided, and it is expressly agreed and understood, that neither of said parties of the first part shall be required to furnish a telegraph operator at any of its stations where it does not require, for its own business, telegraph connection.

II.

Said party of the second part agrees to furnish, at its own proper cost and charges, to each of said parties of the first part, such telegraph wires for its exclusive use as it may require for the prompt transaction of its railroad telegraph business: Provided, That in all cases where one wire shall be sufficient for the uses of both parties, such wire shall be for the joint use of both parties; and Provided further, That in all cases where only one wire is used, the railroad telegraph business shall have preference over the business of said party of the second part: Provided further, and it is expressly agreed and understood, that all wires used exclusively for railroad business, as aforesaid, shall be worked in such circuits as the railroad company concerned therein and using the same shall require.

III.

It is mutually agreed and understood that if at any time it shall be or come to pass that, from any cause, communication over any wire or wires, in the exclusive use, as aforesaid, of either of said parties of the first part shall be interrupted, such party of the first part shall have the use of any other wire or wires on the same route for the transaction of its business, until such interruption shall cease, or the cause thereof be removed; and in case any interruption in communication shall occur on any wire or wires in use by said party of the second part for the transaction of its business, then said party of the second part shall have the right to use, in the transaction of its business, any wire or wires, on the same route, set apart as aforesaid for the exclusive use of the party of the first part concerned in such route, until such interruption shall cease, or the cause thereof be removed: Provided, and it is expressly agreed and understood, that in all cases, in this subdivision provided for, the business of the party of the first part concerned in any such interruption or interruptions shall have preference over the business of the party of the second part during the continuance of such interruption or interruptions.

IV.

Each of the parties of the first part agrees that in case it shall extend its line of railroad or railroads, or branches, beyond their present termini, or shall construct additional lines or branches during the time this contract shall remain in force, it will also construct a line of telegraph along such extensions, or additional lines or branches, at its own proper cost and charges, and such new telegraph lines shall be deemed to be included in this agreement, and shall be held, used, and operated under and pursuant to the terms and conditions thereof.

V.

It is also mutually agreed and understood that in case the said party of the second part, at any time, shall require for the transaction of its business an additional wire or wires upon any route upon which any or either of the parties of the first part now own or control, or, as provided in the last preceding subdivision of this agreement, shall hereafter erect a line of telegraph poles, such additional wire or wires may be strang upon or attached to such poles: Provided, Such poles shall be of sufficient strength to bear the additional weight or strain of such wire or wires, and not otherwise. And in case such poles are not of sufficient strength, as aforesaid, said party of the second part shall have the right to erect additional poles, but all such additional poles shall be erected at the sole and separate cost and charge of said party of the second part.

VI.

It is also mutually agreed and understood that the telegraph lines of each and every of the parties of the first part now in existence, and such as may hereafter be erected, as provided in the fourth subdivision of this agreement, shall be kept and maintained in good order and repair by said party of the second part during the continuance of this agreement: Provided, That if it shall appear, upon inspection, that any of said lines, now in existence, shall require new poles at the time this agreement is to take effect, as provided in the seventeenth subdivision thereof, such new poles shall be furnished and erected by the party of the first part owning such line at its own proper cost and charges.

VII.

Said parties of the first part agree to jointly appoint and employ, at their separate cost and charge, some suitable and competent person, to be approved by said party of the second part, whose duty it shall be to supervise all telegraph operators employed by said parties of the first part, or either thereof, and, generally, to supervise and manage the telegraph business of the said parties of the first part, and each and every thereof.

VIII.

It is also mutually agreed and understood that the superintendent provided for in the last preceding subdivision of this agreement, and also all telegraphic operators in the employ of said parties of the first part, or either thereof, during the continuance of this agreement, shall be subject to and governed by all the rules and regulations of said party of the second part which are now in force, or may hereafter be adopted and promulgated, while engaged in the transaction of the business of said party of the second part.

IX.

Said party of the second part agrees to furnish all books, blanks, batteries, instruments, adjuncts, and supplies which shall be necessary or convenient for the transaction of the business of all parties to this agreement as therein provided, at its own proper cost and charges. It also agrees to employ and furnish a messenger, for the delivery of messages at all railroad stations, belonging to either or any of said parties of the first part, where there shall be, on an average, a daily delivery of ten paid messages. It also agrees to transmit on all lines operated by it west of Omaha, Nebr., free of charge, all messages offered by, or addressed to either of said parties of the first part, or the officers or counsel of either of said parties of the first part, in relation to the railroad or other business of either of said parties of the first part, and also all messages offered by or addressed to said officers and counsel, and members of their families, which shall relate to their personal affairs. It also agrees to transmit, free of charge, over all telegraph lines owned, controlled, or operated by it, east of said Omaha, all messages on the business of either of said parties of the first part, offered by or addressed to them or either of them, to and from any and all points on said lines at which said party of the second part does now or shall hereafter maintain telegraphic stations: Provided, said last-named messages shall be transmitted under frauks or passes, which said party of the second part agrees to issue and deliver to the officers, agents, and employés of the several parties of the first part, upon application therefor by their general superintendents or directors.

X.

Said party of the second part also agrees to transmit, free of charge, over all telegraph lines operated by it west of Ogden, Utah, from and to all points on said lines at which it shall maintain telegraphic stations, all messages offered by or addressed to Wells, Fargo & Co., or its officers and agents, during the continuance of this agreement, which relate to the business of any kind of said Wells, Fargo & Co.: Provided, and the foregoing promise is made upon the express condition that said Wells, Fargo & Co., at all times during the continuance of this agreement, shall transport, free of charge, over all its express routes west of Ogden, Utah, all sinall packages and money parcels offered by or addressed to said party of the second part, or its officers and agents, in the course of its business.

Said party of the second part also agrees to transmit, free of charge, over all telegraph lines operated west of Ogden, Utah, from and to all points on said lines at which it shall maintain telegraphic stations, all messages offered by or addressed to a certain corporation known as the Western Development Company, or its officers and agents, during the continuance of this agreement, which relate in any way to the business of said corporation.

XI.

Said parties of the first part, and each thereof, agree to cause their section men, so far as may be compatible with a faithful discharge of their duties as section men to examine, look after, note and report to the party of the second part, its officers and agents, the condition of all of said telegraph lines within their respective districts, and in case of any break, difficulty, or interruption, to repair temporarily or remove the same, whenever the same can be done by them without neglecting their duties as such section men.

XII.

Said parties of the first part, and each thereof, also agree to transport, free of charge, over their respective railroads, all telegraphic supplies offered by said party of the second part or its officers and agents; and all materials required during the continuance of this agreement for the purpose of repairing and maintaining the telegraph lines of all parties hereto in as good order and condition as the same may be when this agreement takes effect: Provided, That neither of said parties shall be required to transport, free of charge, any materials intended to be used in the construction of new telegraph lines, or in the reconstruction of old lines. They and each of them also agree to furnish, on their respective roads, all needful facilities for the transportation of men and materials that may be required for the repair of any of the telegraph lines of any of the parties hereto; and in case said party of the second part shall require an additional wire or wires to be strung upon the poles of any of said parties of the first part, as provided in the fifth subdivision of this agreement, then the parties of the first part shall transport, free of charge, over their respective roads, all men and material required for that purpose.

Said parties of the first part, and each thereof, also agree to furnish free transportation over their roads for all servants and employés of said party of the second part while traveling on the business of said party of the second part; also to furnish free transportation at all times to the officers of said party of the second part.

XIII.

It is also mutually agreed and understood that neither of said parties of the first part shall be liable to any of the officers, employés, or agents of said party of the second part, in damages, for any injuries which they may sustain while traveling free as provided in the last preceding subdivision of this agreement, whether such injuries be sustained or not through the negligence of said parties of the first part, or either thereof, or of their or either of their servants or agents; and to that end the said parties of the first part, and each thereof, may require said party of the second part to procure from the proper officers of said parties of the first part passes for its officers and servants, with the conditions aforesaid printed thereon, before they shall be allowed to enjoy the benefits stipulated in this subdivision.

XIV.

It is also mutually agreed and understood that the contracts heretofore made and now existing between said party of the second part and the Stockton and Copperop olis Railroad Company, and between said party of the second part and the California Pacific Railroad Company, in relation to telegraphic matters (of both of which roads said Central Pacific Railroad Company has become the lessee), shall be and remain suspended during the continuance of this agreement, so far as heir provisions in any manner conflict with the provisions of this agreement, and this agreement shall take their places.

XV.

Said party of the second part agrees to pay to said parties of the first part, at the office of said Central Pacific Railroad Company, in the city and county of San Francisco, or at its office in the city of New York, as said parties of the first part may elect, in quarterly instalments, on the first days of April, July, October, and January of each year during the continuance of this agreement, the following sums of money in United States gold coin, to wit:

Eighty thousand dollars for the first year, $85,000 for the second year, $90,000 for the third year, $95,000 for the fourth year, and $100,000 for each year thereafter during the continuance of this agreement, said sums to be divided between said parties of the first part upon such fair and equitable basis as they may hereafter agree upon.

XVI.

This agreement shall be obligatory and binding upon the successors and assigns of all the parties hereto.

XVII.

This agreement shall take effect on the 1st day of January, 1878, and shall continue in force until the 1st day of January, 1883, and thereafter until terminated by either party by giving to the other twelve months previous notice in writing.

XVIII.

Said party of the second part also agrees to indemnify and save harmless the said parties of the first part, and each thereof against all actions, claims and demands that may be brought or made against them or either of them by the Atlantic and Pacific Telegraph Company, for or on account of certain contracts in relation to telegraphic matters heretofore made and still existing between said Telegraph Company and said Central Pacific Railroad Company, bearing date Aprll 22, 1870.

In testimony whereof said parties have severally, pursuant to orders of their respective Boards of Directors, caused these presents to be signed and countersigned by their respective presidents and secretaries, and their respective corporate seals to be hereunto affixed, on the day and year first above written.