Have been made the following agreements:

TITLE I.-Formation, object, duration, title, and location of the company.

ARTICLE 1.

The undersigned, for the names in which they act, and answering in so far as is necessary for the companies which they represent, form between them by the present act a corporation (en nom collectif) for the purchase from its members and the resale in France, in the French colonies, and in the countries under the protectorate of France, of all pig iron manufactured by them, produced in the blast furnaces which they actually possess in the departments of Meurthe-et-Moselle, and of the Meuse, as well as in those which they can acquire or construct there, with the exception of the iron designed for supplying their converting works, as is especially provided for in article twenty-six (26), and with the exception of that which they shall sell abroad. Iron of this last category may be sold abroad by each company individually or eventually by an exportation bureau whose place of business shall be located on the property of the Metallurgical Bureau, and which shall be carried on under the orders of the latter's director-manager, and with the same personnel.

No company, desirous of keeping its independence, shall be compelled by a decision of the majority to become a part of this exportation bureau.

The company shall have equally as its object, in general, the purchase and sale of all pig iron other than that produced by the members.

ARTICLE 2.

The duration of the company is fixed at five years and five months, which shall commence to run the first of August, one thousand eight hundred and ninety-nine, so as to come to an end on the thirty-first of December, one thousand nine hundred and four.

ARTICLE 3.

The company shall take the title of Metallurgical Bureau of Longwy. The firm name shall be Metallurgical Company of Gorcy, Gustave Raty & Co.; Metallurgical Company of Senelle-Maubeuge, F. de Saintignon & Co.; Metallurgical Company of Aubrives and Villerupt; Lorraine Industrial Company; Chiers Blast Furnace Company; Blast Furnace Company and Ironworks of Villerupt-Laval Dieu; Metallurgical Company of the East; Ironworks Company of Chatillon, Commentry and NeuvesMaisons; Montataire Ironworks and Foundry Company.

ARTICLE 4.

The company shall have its place of business at Longwy-Bas (Meurthe-et-Moselle. )

TITLE II.-Corporation capital.

ARTICLE 5.

The capital of the company is fixed at seventy-eight thousand francs (78,000), made up by contributions of the members as follows:

Gustave Raty & Co., ten thousand francs

Metallurgical Company of Gorcy, four thousand francs

Francs.

4,000

F. de Saintignon & Co., seven thousand francs

Metallurgical Company of Senelle-Maubeuge, ten thousand francs

10, 000

10,000

Chiers Blast Furnace Company, eight thousand francs.

Metallurgical Company of Aubrives and Villerupt, seven thousand france..
Lorraine Industrial Company, seven thousand francs.

Metallurgical Company of the East, four thousand francs.

Blast Furnace Company and Ironworks of Villerupt-Laval Dieu, seven thousand francs..

8,000

7,000

Montataire Ironworks and Foundry Company, four thousand francs.

Ironworks Company of Chatillon, Commentry and Neuves-Maisons, ten thousand francs.

Total, seventy-eight thousand francs...

These contributions bear interest at five per cent a year,

78,000

ARTICLE 6.

The creditors or claimants of the associated companies can not, under any pretext whatever, instigate the affixing of the seals upon the bureau's property or effects, or demand the division or sale of the same at auction, or make any attachment or levy any execution, even on the income, or interfere in any manner with its administration. For the exercise of their rights they must trust exclusively to the firm profit of the respective companies.

TITLE III.—Administration of the company.

ARTICLE 7.

The company is administered by a council composed of all its members.

ARTICLE 8.

Each company is represented in the council of administration by its manager or managers, its director, its administrator, or administrators, delegated for this purpose, who shall fulfill the functions of administrators of the bureau.

They may be represented at meetings by a single attorney, who must be accepted and duly accredited by the council of administration.

ARTICLE 9.

In the deliberations of the council there shall be given to each associate company a number of votes proportional to the quantity of pig iron produced by it and delivered to the company during the preceding half year, reckoning one vote for five thousand tons (5,000) or a fraction over twenty-five hundred tons (2,500) of forge pig iron, one vote for forty-five hundred tons (4,500) or a fraction over twenty-two hundred and fifty tons (2,250) of Thomas pig iron, and one vote for four thousand tons (4,000) or a fraction over two thousand tons of foundry pig iron.

In case any associated company shall have delivered absolutely nothing to the company during the half year preceding, it shall nevertheless possess one vote.

The basis of calculation for the new furnaces shall be the capacity of their production permitted by the council upon causing them to submit to the proportional reduction (if that has occurred) which shall have been imposed on all the associated companies.

The apportioning of the votes shall take place bi-yearly, in the second meeting in January and in the second meeting in July.

For the first half year the number of votes shall be determined by the council, in its first meeting, in accordance with the quantity of pig iron produced and delivered to the bureau or to the trade in the six months preceding.

ARTICLE 10.

Each year, at the first meeting in January, the council elects by a secret and uninominal ballot a president, two vice-presidents, and a secretary, chosen from its members. In case of the absence of both president and vice-presidents, the council chooses one of the members present to preside at the meeting.

The president has the duty of bringing forward for deliberation the questions in the order of the day, of giving and withdrawing the right to speak to the members of the council, of directing and of closing debates, and of putting questions to vote.

ARTICLE 11.

The council meets, as often as possible, once each week, at a day and hour designated by itself, and in extraordinary session, for urgent matters, on the call of the president or of the director-manager, stating the order of the day; and finally as is provided for in article twenty-one (21).

It is likewise summoned, at the demand of one or more of its members, whenever the interest of the company requires it. Ordinary meetings occur without a special call if questions of current administration only are to be settled therein.

ARTICLE 12.

Every meeting in which decision is to be made on questions of exceptional importance (such as nomination of director, modification of the statutes, admission of new

members, regulation of production, etc.) must be preceded by a letter of special summons forwarded by the president or director of the company, full five days in advance at least, except in case of urgency.

The letter shall state briefly the objects of the meeting, and on these the council may validly deliberate.

A decision shall not be valid on a matter put for the first time in the order of the day unless at least as many as three-fourths of the votes belonging to the members of the council of administration are represented at the meeting; but at a second meeting, preceded by a letter of special summons, putting forward the same matter and pointing out that it is for the second time, the assembly can validly deliberate, whatever may be the number of members present and of votes represented.

ARTICLE 13.

The decisions which shall be made at these meetings by a majority of the votes of the members present bind all the associated companies in the same manner as the present agreements, in so far as they do not conflict with the same, except in the case provided for in the fiftieth article.

When a question shall receive an equal number of votes, both for and against it, it shall be considered as postponed by the fact of the tie vote.

Decisions concerning the fixing of the sale price of forge pig iron shall not be made except with the concurrence of at least one of the companies possessing no refinery.

ARTICLE 14.

For the validity of decisions made in ordinary meetings on questions of current administration it is sufficient that the absolute majority of votes belonging to members of council be represented.

Nevertheless, no decision may be made if it does not receive at least three eighths of the votes belonging to all the companies.

ARTICLE 15.

All decisions of the council shall be stated in an official report, written in a special register. They shall be signed by the administrators taking part therein.

Copies or extracts to be produced in court shall be furnished and certified by the president, or, in his absence, by one of the two vice-presidents of the council.

ARTICLE 16.

The council of administration has the most extensive powers to act in the name of the company in all circumstances, and can perform all transactions relating to the corporate objects, and particularly it may acquire, sell, and exchange the real estate necessary for the installation of offices and for the lodging of the company's employees. It fixes the expenses of administration, concludes agreements and contracts of every kind. It decides if there is cause for bringing an action in court, and defends one brought against the company; it can compound, compromise, give all releases of privilege, mortgage, and deed, consent to the total or partial withdrawal of all registries of mortgages, executions, attachments, and other liens (empêchements), the whole with or without justification of payment; consent likewise, with or without payment, to all lien reductions and restrictions.

It employs and discharges all agents and employees, determines their powers, and fixes their salaries.

The above-enumerated powers are indicative and not restrictive of the rights of the council.

TITLE IV.-Direction.

ARTICLE 17.

A director appointed by the council, and chosen either from among its members or outside of them, shall be charged with the execution of the measures adopted at the meetings.

The council can, by a decision taken in the manner indicated in article 12, delegate all or a part of its powers to the director of the company, and revoke them in the same way.

The director represents the company in relation to third parties in all the affairs which concern it.

All acts whatever binding the company, all contracts, notes, order, endorsements, receipts, and assignments, must, on penalty of becoming void, bear the signature of the director and that of the actuary or of the secretary.

Correspondence is likewise to be signed by the director and actuary, except when otherwise specially authorized by the council.

ARTICLE 18.

In case of the absence or disability of the director, the council designates one or more of its members to replace him temporarily, and they, during the continuance of their ad interim functions, have the attributes and powers conferred on the director.

ARTICLE 19.

The administrators can not, without a special delegation of authority by the council, act individually or enter into undertakings in the name of the company.

TITLE V.-Supervising commissioner.

ARTICLE 20.

The council of administration designates, either among its members or from outside, a supervising commissioner charged with verifying the accounts, bills, and acceptances, the cash, and in general with the supervision of all the acts of the management and all the operations of the company, and with making a report thereupon to the council. The bi-yearly inventories are submitted to his examination and likewise form the subject of a report to the council. Decision is not made by their approval except after the inspection of this report.

ARTICLE 21.

The supervising commissioner can always, when he judges proper, summon a meeting of the council in case of urgency, even if he is not a member thereof.

ARTICLE 22.

The commissioner receives a salary, the amount of which is fixed by the council.

TITLE VI.-Concerning production and control.

ARTICLE 23.

The capacity of monthly production of the blast furnaces which the companies of the bureau possess in the department of Meurthe-et-Moselle is the following:

(For the calculation of the amounts it has been considered that the production of foundry pig iron is in the proportion of eighty tons to a hundred tons of forge pig iron, and that the production of Thomas pig iron is in the proportion of ninety tons to a hundred tons of forge pig iron.)

ARTICLE 24.

The companies shall not sell in France, in the French colonies, and in the countries under the protectorate of France, without the consent of the bureau, any such cast iron as scrap, sinking heads, ingot or other moulds, débris of all sorts, and in general all cast iron capable of being utilized instead of and in place of pig iron, even though said materials should come from converting works of the companies situated outside of the department of Meurthe-et-Moselle.

These materials shall be sold by the bureau on the conditions of article thirtyfour (34).

The scrap of the blast furnaces is assimilated with the grey pig iron in bars, the statutory scale whereof is fixed in article thirty-eight (38).

The company producing run-out foundry pig, either at the first or second melting, shall not sell this pig iron at the average price of the bureau's sales of foundry pig; it must, in order to establish its invoice, increase this average price by at least five francs a ton, and any discount granted by it must not be such as to lessen this difference. In case the producing company sells directly the cast iron specified in the first paragraph of the present article, or does not respect the precise difference provided for in the fourth paragraph, the council shall decide whether or not there is occasion to deduct the tonnage sold from the quantum of production assigned to the producing company.

ARTICLE 25.

In case the companies shall build or acquire new furnaces in the departments of Meurthe-et-Moselle and the Meuse, the productive capacity of these furnaces shall be determined according to their cubic contents, their equipment, the nature and the richness of the minerals belonging to the works, taking as a basis the amounts attributed to other furnaces of the same capacity, and which are in similar condition of production.

The productive capacity to be attributed to new companies which shall hereafter .be admitted shall be established on the same basis.

In case of disagreement between the producing company and the council on the subject of the productive capacity of a furnace, an arbiter shall be amicably chosen by the two parties and charged with the duty of fixing the disputed tonnage.

ARTICLE 26.

Each company shall previously deduct from its production the pig iron necessary for supplying the converting works which it possesses, or which it rents or really exploits in its name and at its sole charge and risk, without, however, the power to establish there a supply greater than a two months' consumption. The converting works supplied by means of a waterway may, at times preceding the stopping of the canals, have a larger supply, but only for the purpose of avoiding transportation by rail.

In order to establish the monthly invoices to the bureau, the amounts thus previously deducted shall be ascertained by the quantities forwarded by the producing works to the converting works. When the quantities thus forwarded can not be certainly ascertained, the figure to be adopted shall be that of the actual consumption. As converting works are considered not only the steel works, rolling mills, and foundries, but also the blast furnaces with cupolas annexed transforming the pig iron of Meurthe-et-Moselle into moulded products designed as well for sale as for repairs, improvements, and implements of labor, etc.

ARTICLE 27.

The surplus available from the total productive capacity of each works shall be placed at the disposition of the bureau to be sold by it in France, in the French colonies, and in the countries under the protectorate of France, conformably with the conditions which are to be determined hereafter.

Any company may refuse to participate in any contract, whatever may be the importance thereof, upon the condition of submitting to a reduction of its quantum of production, in an amount equal to its proportional share in said contract. If this contingency occurs, as many averages of sale shall be fixed as the renunciations in the contract necessitate.

No contract for more than fifteen thousand (15,000) tons of pig iron, or none in which the delay in delivery of the pig exceeds a year, shall be concluded except with