|  At a meeting of the Board of Directors of the Gulf, 
              Colorado and Santa Fe Railway Company, held at its office in the 
              city of Galveston, on the 20th day of November, 1886, the 8th Section 
              of the Charter of this company, which is of record on pages 233 
              to 238 Book "B" of Railroad Charters, in the office of the Secretary 
              of State of the State of Texas, was by a vote of the Board of Directors 
              of said company, so amended as to read as follows:   Section 8. That the said company, when duly organized, shall be 
              and is hereby invested with the right of locating, constructing, 
              owning, operating and maintaining a railway with one or more tracks 
              and a line or lines of magnetic telegraph, commencing at the city 
              of Galveston, thence northwesterly on the most direct and practical 
              route so as to intersect the Galveston, Harrisburg and San Antonio 
              Railway, on the dividing ridge between the Brazos and San Bernard 
              rivers; thence on an air line, as near as practicable, to the town 
              of Brenham, in Washington county, Caldwell in Burleson county, thence 
              to the town of Cameron in Milam county, thence to the town of Belton 
              in Bell county.   In the event that the citizens of each of said towns shall donate 
              to the said company the necessary right of way for road, switches 
              and turnouts through said towns, and sufficient grounds for depot 
              purposes, the depot shall be located within half a mile of the courthouse 
              in each of said towns.   Thence in a northwesterly direction through the counties of Bell, 
              Coryell, Lampasas, Brown, Coleman, Runnels, Taylor and Nolan, forming 
              a junction with the Texas and Pacific Railway; thence through the 
              border counties to Young Territory; thence in a northwesterly direction, 
              over the most practicable route, to the Canadian river, at some 
              point on said river between the eastern boundary of the Panhandle 
              and the one hundred and second degree west longitude; thence up 
              the valley of said river to the State line; thence to Santa Fe, 
              making connection with the Denver and Rio Grande Railway together 
              with such turnouts, branches, sidings and extensions as the said 
              company may deem it to their interest to construct, with the special 
              authority to construct, own operate and maintain the following branch 
              roads.   First. The Northern Branch, commencing at Temple, a station of 
              said railway, about eight miles in an easterly direction from Belton; 
              thence through the counties of Bell, McLennan, Bosque, Hill, Johnson, 
              Tarrant, Wise, Denton and Cook, with the right to construct, equip, 
              own, use, operate and maintain a railroad within the Indian Territory, 
              in accordance with the provisions of an Act of Congress of the United 
              States, entitled "An Act to grant to the Gulf, Colorado and Santa 
              Fe Railway Company a right of way through the Indian Territory and 
              for other purposes. Approved July 4th, 1884".   Second. The Eastern Branch, commencing at a point on its main 
              line in Burleson county, about two miles north of Yeague; thence 
              easterly through the counties of Burleson, Brazos, Grimes and Montgomery, 
              to a point on the International and Great Northern Railway, within 
              three miles of the Lemuel Smith 1280 acre survey in Montgomery county, 
              with the right to purchase the Central Montgomery Railroad with 
              all its rights, privileges and franchises, and to own, operate, 
              equip and maintain the same under this Charter as a part of the 
              said Eastern Branch.   Third. The Northeastern Branch, commencing at the city of Cleburne, 
              in Johnson county; thence northeastwardly through the counties of 
              Johnson, Ellis, Dallas, Collin, Hunt, Delta, Fannin and Lamar to 
              a point on Red River at or near the northeastern corner of said 
              Lamar county, with the right to purchase the Chicago, Texas and 
              Mexican Central Railroad, together with all its rights, privileges 
              and franchises, and to own, operate, equip and maintain the same 
              under this Charter as a part of the said Northeastern Branch, with 
              the right to construct, operate, maintain and use a branch or spur 
              line into the city of Dallas, commencing at a point on its Northeastern 
              Branch, in Dallas county, between its crossing of the Trinity River 
              and its crossing of the main line of the Houston and Texas Central 
              Railway, and terminating in the city of Dallas, and to establish, 
              maintain, operate and use such other spur lines, sidings and extensions 
              with said city of Dallas or within the county of Dallas as may be 
              necessary for the transaction of its business, and to establish 
              and maintain one or more depots in said city.   Fourth. The Houston Branch, commencing at a point on the main 
              line of said Gulf, Colorado and Santa Fe Railway, about twenty-eight 
              and one-half (28-1/2) miles from the city of Galveston, thence northeastwardly 
              through the counties of Brazoria and Harris to a point three (3) 
              miles northeast of the city of Houston, and where the main line, 
              or either of its branches, passes within a distance of three miles 
              of any county seat, it shall pass through the same, unless prevented 
              by natural obstacles, such as streams, hills or mountains, provided 
              such town or its citizens shall grant the right of way through its 
              limits and sufficient ground for ordinary depot purposes.   Fifth. The Red River Branch, commencing on the line of the Northeastern 
              Branch at or near the town of Ladonia, in Fannin county; thence 
              to the town of Honey Grove, and through the counties of Fannin and 
              Lamar, to a point on Red river.   Sixth. The Rio Grande Branch, commencing at or near the town of 
              Santa Anna on the main line in Coleman county; thence in a westerly 
              direction through the counties of Coleman, Runnels, Tom Green, Crockett, 
              Persidio and El Paso, to a point on the Rio Grande River.   Seventh. The Western Branch, commencing at or near the town of 
              Sealy, in Austin county; thence in a westerly direction through 
              the counties of Austin, Colorado, Fayette, Lee, Bastrop, Caldwell, 
              Travis, Hays, Blanco, Gillespie, Mason and Kimble to the county 
              line of Crockett county.   And said company shall have the right to acquire, construct, own, 
              use, operate and maintain a line or lines of magnetic telegraph 
              between any and all points within and without the State of Texas, 
              and shall have all the rights, privileges and powers conferred upon 
              telegraph companies by the laws of this State.   In witness whereof, we, the President and Board of Directors of 
              the said Gulf, Colorado and Santa Fe Railway Company, hereunto set 
              our hands, this 20th day of November, 1886.  
               
                | (Signed) | Geo. Sealy, | President |   
                | " | A. W. Nickerson, | Director |   
                | " | Wm. B. Strong, | " |   
                | " | J. T. Burr, | " |   
                | " | R. S. Willis, | " |   
                | " | Walters S. Davis, | " |   
                | " | W. Snyder, | " |  I, Walters S. Davis, Secretary of the Gulf, Colorado and Santa 
              Fe Railway Company do hereby certify that the foregoing is a true 
              copy of the Amendment to the Charter of the said Gulf, Colorado 
              and Santa Fe Railway Company, adopted by a vote of the President 
              and Directors of said company at a meeting of said Board, held on 
              the 20th day of November, 1886, and that the signatures of the President 
              and Directors, thereto, are genuine.   To attest which, I hereunto affix the corporate seal of the company 
              and subscribe my name.  
               
                | (L.S.) | (Signed) Walters S. Davis |   
                |  | Secretary Gulf, Colorado & Santa Fe Railway 
                  Co. |   
                |  |  |    
               
                | THE STATE OF TEXAS, ) |   
                | ) |   
                | COUNTY OF GALVESTON. ) |  Before me, James Spillane, a Notary Public in and for the State 
              and county aforesaid, personally appeared Geo. Sealy, President; 
              Walters S. Davis, Secretary, and R.S. Willis, Webster Snyder and 
              Walters S. Davis, Directors of the Gulf, Colorado and Santa Fe Railway 
              Company, all well known to me to be the persons whose names are 
              subscribed to the foregoing annexed instrument of writing, and also 
              known to me to be the President, Secretary and Directors as aforesaid, 
              and severally acknowledged to me that they executed said instrument 
              as the act and deed of said Gulf, Colorado and Santa Fe Railway 
              Company, for the purposes and considerations therein expressed. 
              Given under my hand and official seal at my office at Galveston, 
              Texas, this 21st day of November, 1886.  
             
               
                | (LS) | (Signed) James Spillane |   
                |  | Notary Public for Galveston County, 
                  Texas. |   
                |  |  |     
               
                | THE STATE OF MASSACHUSETTS, 
                    ) |   
                | ) |   
                | COUNTY OF SUFFOLK. ) |  Before me, George L. Goodwin, a Notary Public in and for the State 
              and county aforesaid, personally appeared Wm. B. Strong, Isaac T. 
              Burr and A. W. Nickerson, Directors of the Gulf, Colorado and Santa 
              Fe Railway Company, all well known to me to be the persons whose 
              names are subscribed to the foregoing annexed instrument of writing, 
              and also known to me to be the directors as aforesaid, and severally 
              acknowledged to me that they executed said instrument as the act 
              and deed of said Gulf, Colorado and Santa Fe Railway Company for 
              the purposes and considerations therein expressed.   Given under my hand and official seal at my office at Boston, 
              Suffolk County, Mass., this 30th day of November, 1886.  
               
                |  | (Signed) Geo. L. Goodwin |   
                |  | Notary Public |  
              Attorney General's OfficeAustin, Dec.6th, 1886.
 
  This is to certify that the amended Articles of Incorporation 
              of the Gulf, Colorado and Santa Fe Railway Company were submitted 
              to me on the 6th day of December, 1886, and that having carefully 
              examined the same, I find them in accordance with the provisions 
              of Charter Two, Title LXXXIV of the Revised Statutes of Texas, and 
              not in conflict with the laws of the United States or of the State 
              of Texas. As witness my official signature and the seal of said 
              office.  
               
                | (LS) | (Signed) John D. Templeton, |   
                |  | Attorney General |    STATE OF TEXAS,Department of State
 
 I, Jos. W. Baines, Secretary of State of the State of Texas, do 
              hereby certify that the foregoing Amended Charter of the GULF, COLORADO 
              AND SANTA FE RAILWAY COMPANY was this day filed for record in this 
              Department, and the same, with endorsements thereon, is now of record 
              on pages 291 to 296 inclusive, Book "B" of Railroad Charters.   Witness my official signature and the seal of State affixed, at 
              the City of Austin, this 6th day of December, A.D. 1886.  
               
                | (Seal) | (Signed) J. W. Baines, |   
                |  | Secretary of State |    
 From ChartersGulf Colorado & Santa Fe Railway Company 
              and Auxiliary Companies
 dated June 30, 1914.
 |