"MY DEAR SIR,--I have this morning received your letter of Saturday, and hasten to answer it, as I am to leave this city for Pittsburg this afternoon. "Your statement of the facts connected with the arrangement to pay you a counsel fee of $10,000 by the Erie Railroad Company, for services in the Cleveland and Pittsburg Railroad, is strictly correct, all of which came within my personal knowledge. "At the time, since, and now, I held and hold the position of president of the Pittsburg, Fort Wayne and Chicago Railway Company, which company then held, and still holds, a very important contract relation with the Cleveland and Pittsburg Railroad Company. It was this fact that caused me to take an interest in the complication in which the Cleveland and Pittsburg Company was involved in 1869, and which had been brought about through the action of a director of the Erie Company, that company at the time (as was believed) holding a majority of the stock of the Cleveland and Pittsburg Railroad Company. "To free the latter company from the litigation in which it was involved, I came to this city and had an interview with the then president of the Erie Railway Company, who condemned the whole proceedings of what was called the 'Erie board' at Cleveland. He agreed that a portion of the members should resign, and that you and myself should come into the direction and the executive committee. I returned home, and, after a conference with J. N. McCullough, Esq., then and now president of the C. & P. R. Co., a plan of reorganization was agreed upon, as set forth in your letter. To this date nothing had been said to you on the subject. On coming to this city, and developing the plan to you, you declined to go into the board or have anything to do with the business, for the reasons stated in your letter. I said to Mr. Gould and Mr. McCullough--the latter more than once--not to urge the question on you any further, as you might take such a decided stand that we would not be able to overcome your objections, but that the plan should be proceeded with, and we should elect you into the board and take the chances of getting you to serve. This was done, and you were elected without consulting you farther or obtaining your consent. After the reorganization of the board the arrangement that you should be the umpire in the executive committee, and have charge of all legal proceedings and be general counsel to the committee and board was arranged as you state, and without first consulting you. I took it upon myself to make such arrangements as would bring harmony into the board, believing you would acquiesce in such arrangement as I might make. Before you came into the Cleveland and Pittsburg board a resolution was placed on the minutes electing you the general counsel, and fixing the compensation. It was also proposed that owing to the interest which the Erie Railway Company had (controlling a majority of the stock),