"The reason I applied to you was that my original information as to the purposes of this retainer was derived exclusively from you; and that it was under this information, in no respect changed by anything derived from other sources, that I accepted the payment. The facts, so far as they are within my knowledge, are these: Early in 1869--I presume it must have been in January of that year--you asked me to consent to become a director of the Cleveland and Pittsburg Railroad Company and a member of the executive committee of that company, holding the balance of power between the other two members in case of their disagreement. You stated the object to be to make an amiable arrangement between the parties then litigating in an Ohio court, whereby the railroad could be taken out of the possession of the receiver and restored to the management of the company; and that as a part of the same compromise you were to become a director with others who were to be agreed upon. You will remember that I replied that I was already burdened with work in the capacity of director in other companies, which consumed an inconvenient share of my time and thought, and without remuneration; that the tendency of such work was to become more encroaching; that I had entered upon it in every instance only under the influence of existing relations, and was desirous to relieve myself of such duties as I had already done in some cases; and that I was unwilling to take such a trust in respect to a company in which I had no interest, and had never had any relations. You and Mr. McCullough repeatedly pressed me not to positively refuse; and when I was elected it was without any assent on my part. One day you mentioned to me that Mr. Jay Gould had proposed that the Erie should pay me $10,000, the Cleveland and Pittsburg $5000, and the Fort Wayne $5000. I certainly understood that those payments were proposed to be made in respect to services or benefits expected in connected with the arrangement for the change in the condition and management of the Cleveland and Pittsburg Company, and nothing else. Your communication related to that matter and to that alone. You will remember that when you mentioned the proposal to me I made no comment, and manifested no interest in it or desire that it should be adopted. Afterwards, when Mr. Gould mentioned the matter to me he made no further or different explanation, but spoke of it as if it were a matter which I already completely understood. He subsequently, a second time, mentioned that he was going to send me a check, and about the last of February did send it. I never did or said anything about the matter except to accept and receipt for the check. The Cleveland and Pittsburg Company, at a meeting when I was not present, but believe you were, adopted a resolution appointing me their counsel, with a monthly salary at the rate of $5000 a year. I had supposed they would have put it in one payment, but they adopted such form as they pleased.