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XV.

The Director General may employ any of the employees of the Express Company upon such reasonable terms as shall be agreed upon between the parties, and the Express Company may employ such employees of the Director General or agents of the railroads, and upon such terms as may be agreed upon from time to time by the Director General and the Express Company. Where station agents of the Director General or of the railroad are employed by the Express Company, the Director General shall pay such agents the entire compensation for their services to the Director General, the railroads, and the Express Company, and no payment shall be made direct by the Express Company to any such agent whose services may be so furnished by the Director General. The Express Company shall pay to the Director General the usual commissions heretofore paid upon express transportation business at stations where such station agents are joint agents as its share of the agent's compensation.

Liability for personal injury or death of any joint employee, when it can be determined that such injury or death was sustained while the employee was engaged exclusively in express service, will be borne by the Express Company, and the Express Company will bear all costs and expenses incident to the settlement thereof. When it can be determined that such injury or death was sustained while the employee was engaged exclusively in railroad service, the Director General will bear all costs and expenses incident to the settlement thereof. Where the cause or causes of such injury or death can not be determined the Express Company and the Director General will bear the same in the proportion in which the wages paid by each bear to the total compensation, in which latter case no settlement shall be made by either party without the consent of the other.

XVI.

When cars other than the regular equipment assigned for express traffic are requested by the Express Company in order to carry shipments of an unusual character, and such cars are furnished by the Director General, said Express Company shall pay the expense of fitting up such cars for its use and of restoring the same to their normal conditions thereafter, the reasonable compensation therefor to be determined by the Director General.

XVII.

The Express Company will load and unload its express matter, or require the shippers and consignees to do so, upon or from all cars assigned regularly or specially to express transportation traffic.

XVIII.

All of the agents and employees of the Express Company while on the premises or on lines of railroad under Federal control covered by this contract shall at all times conform to the general rules in force thereon, and in case any messenger or other employee on any said line shall from any cause be objectionable to the Director General he shall be removed or discharged upon the written request of the Director General or of the Director General's principal operating representative on such line.

XIX.

The Director General shall allow the Express Company the usual mileage rates on all cars belonging to the Express Company and used in handling the business under this contract over the railroad lines operated and controlled by the Director General. The mileage compensation allowed by the Director General to the Express Company shall be considered a part of the gross contract income of the Express Company.

XX.

The Express Company will take over and continue the payment of pensions to former employees of the several express companies, which employees have heretofore been pensioned under their rules, but no such pension shall exceed One Hundred and Twenty-five ($125.00) Dollars per month. The officers and employees of the several express companies who may be employed by the Express Company shall retain the same rights to pension from said new corpora tion as they have at the time of change in employment. The plan and pension rules of the Express Company shall be submitted to the Director General and if disapproved by him in any particular shall not become effective until so modified as to meet his approval; the sums paid on account of such pensions shall be charged to operating

expenses.

XXI.

The Express Company will enter into a contract with the Express Companies parties to memorandum of agreement with the United States, dated 1918, for the period of this contract as the agent of said Express Companies in their foreign business and for the handling of money orders and other financial paper, and for such other purposes as may be desired, unless in the judgment of the Director General the express transportation business conducted by said Express Company will be prejudiced thereby. The Express Company shall be paid by said Express Companies such compensation for its services as shall be agreed upon between the parties from

time to time as fair and reasonable, which compensation shall be considered as a part of the gross contract income of the Express Company. The Director General, however, may require said contract to be submitted to him for his approval, and no contract disapproved by him shall thereafter be effective between the parties.

XXII.

The Director General will perform all necessary switching service for cars in express service on the lines under Federal control covered by this contract, such as ordinary switching in connection with regular trains at stations which involves movement to and from the stations, and also to and from a track or siding assigned for the handling of express traffic and interchange of cars between railroads over which the Express Company operates, and cars loaded with live stock in transit to and from stockyards for feed, water, and rest, in compliance with the law and service necessary by reason of the failure of the railroads to make schedule connection. For unusual or extraordinary service rendered, such as special switching to and from industry tracks or occasioned by reconsignment of cars and service of like nature, the Express Company shall pay compensation at the rate or charge of the railroads made for similar services to other parties.

XXIII.

The Express Company agrees that the icing and refrigeration of cars in the service of the Express Company while on the lines covered by this contract shall be performed by the agency employed by the Director General for this purpose, the Director General agreeing that the charges for such service shall be reasonable.

XXIV.

No evidences of indebtedness except ordinary bank or commercial loans for current purposes shall be made or issued by the Express Company without the prior approval in writing of the Director General; nor shall any lien of any kind be placed by it upon any property of the new corporation without the prior approval in writing of the Director General. All loans shall be reported to the Director General as soon as made.

The stock issued by the Express Company shall be sufficient to pay at par for the property transferred to it and to provide the cash necessary for working capital. The initial issue of the stock of the Express Company shall not be made until such issue shall have been approved in writing by the Director General. From time to time. thereafter as additional funds may be necessary to purchase addi

tional property or reimburse the company for additional property purchased or for working capital, additional stock may be issued by the Express Company, but no issue shall be made without the approval in writing of the Director General.

XXV.

Either party to this contract may, after July 1, 1922, by not less than six months' notice in writing, to the other party, cancel this contract.

XXVI.

The Express Company agrees that it will at any time during the existence of this contract, upon terms to be agreed upon between the parties hereto, establish at such places as may be designated by the Director General, collection and delivery service for baggage and less than carload shipments of freight.

XXVII.

If during the operation under this contract the gross contract income hereunder for any contract year shall not be sufficient to pay the operating expense and taxes of the Express Company for such contract year, it is agreed that the amount of any such deficit shall be deducted from any payments due the Director General thereafter, as a further allowance by the Director General to the Express Company.

XXVIII.

Any controversy which may arise as to the performance of any part of this contract shall be submitted to and determined by the Interstate Commerce Commission after full hearing, and its decision thereon shall be final.

XXIX.

The term "capital stock" or "outstanding capital stock," as used herein, shall mean and include only stock issued by the Express Company upon the approval of the Director General and not canceled.

The term "Director General," as used herein, shall be taken to apply to any official or person who may now exercise the authority of the United States with respect to said lines of railroad under Federal control, or may hereafter, as the successor of the Director General, exercise such authority.

The word "railroad," as used herein, shall include all systems of transportation and appurtenances thereto under Federal control covered by this contract.

EXECUTION.

In witness whereof these presents in duplicate originals have, on the day and year first above written, been duly signed and delivered by William G. McAdoo, Director General of Railroads, and duly signed, sealed, and delivered by the American Railway Express Company, by George C. Taylor, its president, thereto duly authorized by a vote of the directors of the company at a meeting duly called and held on June 26, 1918, certificate of which authorization, duly attested by the company's secretary, is hereto attached.

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At a meeting of the board of directors of the American Railway Express Company, held at the office of the company at 65 Broadway, in the city of New York, on the 26th day of June, 1918, on motion duly made, seconded, and carried, it was

Resolved, That the attached draft of proposed contract between the Director General of Railroads and the American Railway Express Company, relating to the operation, compensation, and other matters connected with the express transportation business over the transportation systems under Federal control, be approved, and the President and Secretary be instructed to execute the same.

Attest:

F. P. SMALL,
Secretary.

105889-19-7

GEORGE C. TAYLOR.

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