(2) Sell, lease or otherwise dispose of the property, franchise and business of the Corporation in their entirety or any stock of any subsidiary company, or permit any subsidiary company to make such sale or other disposition of its property, except to the Corporation or some other subsidiary company; or

(3) Create or permit any subsidiary company to create any mort gage or other lien to secure an issue of bonds or otherwise, or permit any subsidiary company to issue any additional bonds under any present mortgage; or

(4) Create any shares of stock having priority over or on a parity with the authorized preferred stock, or permit any subsidiary com pany to issue any shares of stock without acquiring its proportionate part thereof; or

(5) Issue any of the authorized preferred stock in excess of $15. 000,000 in the aggregate except for the acquisition of additional income-producing oil properties; or

(6) After October 1, 1913, issue any of the authorized preferred stock, in excess of $12,500,000 in the aggregate, unless the net earnings or profits of the Corporation available for dividends on the preferred stock for the last preceding fiscal year of twelve months shall have been at least equal to twice the annual dividends on the preferred stock outstanding and so to be issued.

E. The preferred stock shall have no voting power except as above stated, and except that in case the Corporation shall fail for four quarterly periods to declare and pay the full regular quarterly dividend on the preferred stock, then and so long as there shall be any arrears of dividends upon the preferred stock the holders of record of the preferred stock outstanding, voting as a class, shall be entitled to elect the remainder of the board. If, however, all such accrued instalments and arrearages shall be paid by the Corporation at any time, then and thereupon the power of the preferred stockholders to elect directors shall cease, subject, however, to being again revived upon any subsequent failure of the Corporation to comply with the conditions herein stated.

FROM

OF

THE

THE ARTICLES OF ASSOCIATION CHICAGO, MILWAUKEE AND ST. PAUL RAILWAY CO.

Third-Our capital stock shall not exceed, except as hereinafter provided, $4,200,000 divided into 42,000 shares, which said shares shall be sub-divided as follows:

An amount not exceeding $3,450,000, or 34,500 shares, shall be set apart and designated as "Preferred Stock," and the full sum of $100 per share we hereby declare and acknowledge to be paid thereon, except on so much of this class as is hereinafter designated as "Scrip Preferred Stock"; and on this scrip stock we hereby declare and acknowledge the sum of one dollar per share to be paid.

The balance of said stock of $750,000, or 7,500 shares, shall be designated as common stock; and we hereby declare and acknowledge the full sum of one hundred dollars per share to have been paid thereon.

Of the said $3,450,000 preferred stock an amount not exceeding $2,200,000 at par, or 22,000 shares, shall be set apart and designated as "scrip preferred stock"; the scrip preferred stock here named, or hereafter named, shall not at any time exceed the amount of outstand ing mortgage bonds hereinafter named.

The scrip preferred stock shall not be subject to any assessment, and shall entitle the person in whose name it stands upon our books to all the rights and privileges of other stockholders, except that it shall not entitle the holder to any dividend or other profit or increase from the income or assets of this company.

It shall be issued in certificates of five and ten shares each, and shall accompany each mortgage bond of. the company. The holder thereof shall have the right at any time within ten days after any dividend shall have been declared and become payable on the preferred stock, to make the scrip preferred stock attached to his bond. full paid stock upon the surrender to the company of the mortgage bond named by its number in his scrip certificate, and, upon surrendering said scrip certificate and bond, he shall be entitled to receive therefor the same number of shares of preferred full paid stock and entitled to dividends.

The said preferred stock, except said scrip stock, shall be entitled to a dividend of seven per centum per annum from the net earnings of each current year after payment of interest on all the mortgage bonds, if the company earn so much during the current year, and before the payment of dividends to any other class of stockholders; but the company may reserve a reasonable working capital or surplus

before the dividend shall be declared or paid on said preferred stock, while surplus shall not exceed at any time, the aggregate sum of $250,000 over and above the floating or unfunded debt and the accrued interest on the mortgage bonds. If the net earnings of the company are not as much as seven per cent. in any one year then the said preferred stock shall receive, for that year, a dividend of whatever the said net earnings are after the payment of interest on the mortgage bonds and the reasonable reserve for a working capital as above described. Said preferred stock shall not have any claim upon the earnings of any other year for the non-payment of dividends of any preceding year. And whenever the company earns sufficient over and above the payment of interest on the bonds and the reserve above named to pay a greater sum than seven per cent. on said outstanding preferred stock and seven per cent. on the common stock, then the said preferred stock shall share pro rata with the common stock in such earnings.

FROM THE CERTIFICATE OF INCORPORATION OF THE MAY DEPARTMENT STORES COMPANY.

(a) The number of shares of which the capital stock shall consist is Two Hundred Thirty-two Thousand Five Hundred (232,500) of the par value of One Hundred ($100) Dollars each, of which Eightytwo Thousand Five Hundred (82,500) shares shall be preferred stock and One Hundred Fifty Thousand (150,000) shares shall be common stock. The amount of capital with which the corporation will begin business is Two Thousand Five Hundred ($2,500) Dollars. (b). The holders of the preferred stock shall be entitled to receive, and the corporation shall be obligated to pay, but only out of the surplus or net profits of the corporation, dividends at the rate of seven per cent. per annum payable quarter-yearly on the first days of October, January, April and July in each year, the first quarteryearly dividends being payable on October 1, 1910; and said dividends upon said preferred stock shall be paid or set apart before any dividend shall be paid or set apart on the common stock. Said dividends on the preferred stock shall be cumulative, so that if the corporation shall fail on any dividend day to pay such dividends or any part thereof on all of the issued and outstanding preferred stock, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid or set apart on the common stock. Subject to the foregoing provisions, said preferred stock shall not, however, be entitled to participate in any other or additional earnings or profits of the corporation.

(c) The whole of the preferred stock, or any part thereof, may be redeemed at any time at the option of the Board of Directors, upon three months' previous written or published notice to the holders of record of such stock given in such manner as may be prescribed by the by-laws, or by resolution of its Board of Directors, by paying therefor in cash the par value of said preferred stock, and in addition thereto all unpaid accrued dividends thereon at the date fixed for such redemption, and also a bonus of Twenty-five ($25) dollars for each share of preferred stock so redeemed. If at any time less than the whole of the preferred stock then issued and outstanding shall be called for redemption, only such proportion of the said stock held by each preferred stockholder shall be redeemed as the total amount of stock then called for redemption shall bear to the total amount of preferred stock of the corporation then outstanding.

(d) Between the first day of July, 1910, and the first day of July, 1913, there shall be set apart in and for each year, out of the surplus

or net profits of the Company, after all accrued dividends upon all preferred stock then outstanding shall have been paid or set apart, a sum of money not less than One Hundred Fifty Thousand ($150,000) Dollars in a fund to be known as "Special Surplus Account.” Between said first day of July, 1910, and said first day of July, 1913, said Special Surplus Account so set apart may, at the option of the Board of Directors of the corporation, be held by the corporation and added to its general surplus, or may be used at any time wholly or partially for the acquisition of preferred stock. After the first day of July, 1913, there shall be set apart in said Surplus Account in and for each year (so long as there shall be any preferred stock outstanding), out of the surplus or net profits of the Company, after all accrued dividends upon all preferred stock then outstanding shall have been paid, a sum sufficient to acquire at least three per cent. (3%) of the largest amount in par value of said preferred stock that shall have been at any one time issued and outstanding.

In each year after the first day of July, 1913, the corporation shall acquire with the funds of said Special Surplus Account at least three per cent. (3%) of the largest amount in par value of said preferred stock that shall have been at any one time issued and outstanding. Said preferred stock shall be acquired by redemption or purchase at the lowest prices at which the same may be obtainable by the Company, but in no event exceeding the par value thereof plus accrued and unpaid dividends and a bonus of twenty-five per cent. (25%) upon the par value thereof, and shall be acquired in such manner as the Board of Directors may from time to time choose, either at public or private sale, and no preferred stock thus acquired shall be reissued by the Company. All preferred stock acquired for said Special Surplus Account, as hereinbefore provided, shall, as soon as acquired, be cancelled, and the capital stock of the corporation shall from time to time be accordingly reduced in accordance with requirements of the Stock Corporation Law. If in any year the amount actually set apart in said Special Surplus Account out of the net profits of the Company is less than the amount required to be so set apart, then such deficiency shall be made good out of the net profits of subsequent years before any dividends shall be declared or paid. upon the common stock. If, in any year, the amount actually set apart in said Special Surplus Account is more than the amount required to be so set apart, then such excess may be credited to the amount required to be set apart in subsequent years.

(e) In no event shall any dividend be paid or declared on the common stock in or for any year (if prior to July 1, 1913) until the sum of $150,000 shall have been set apart for such year in said Special