tions of the said party of the second part, which said twelve hundred and sixty bonds shall bear date respectively on the first day of November, one thousand eight hundred and sixty-seven, and be for one thousand dollars each, payable in forty years from said date, and bear interest at the rate of seven per centum per annum, payable semi-annually in the city of New York; and that the said twelve hundred and sixty bonds, to be issued as aforesaid, shall be part of a series of eighteen hundred bonds of one thousand dollars each, all of which shall bear interest and be payable as aforesaid, and all of which shall be equally secured by a deed of trust or mortgage, to be executed by the said Winona & St. Peter Railroad Company to Samuel J. Tilden, as trustee, conveying the railroad of the said last named company from Winona westwardly to the Minnesota river, a distance of one hundred and fifty miles, more or less, as such railroad has been or shall hereafter be constructed, together with the equipments and appurtenances thereof, subject only to the prior lien of a certain other deed of trust or mortgage heretofore executed by said Winona & St. Peter Railroad Company to N. H. Stockwell and Jesse Hoyt, trustees, to secure the payment of first mortgage bonds of said last named company, issued and to be issued to the aggregate amount of three millions of dollars. And it is hereby expressly provided, that the bonds herein agreed to be issued as aforesaid, shall be issued only at the rate of twelve thousand dollars per mile of the portion of the Winona & St. Peter railroad constructed at the time of issuing the same, the distance now constructed, and in respect to which the said twelve hundred and sixty bonds sold, or agreed to be sold as aforesaid, shall be issued, being one hundred and five (105) miles. And it being understood and agreed, that the remaining five hundred and forty bonds shall be issued only from time to time as the work of constructing said railroad shall progress, at such time and in such manner that the aggregate amount of bonds of the series of eighteen hundred bonds aforesaid, which shall be at any time outstanding, shall not exceed the proportion of twelve thousand dollars per mile of such series of bonds for each mile of the said Winona & St. Peter Railroad which shall be at such time constructed.

And whereas, the said party of the second part is or claims to be entitled to have and receive, under the several acts of Congress passed in aid of the construction of said railroad, a certain number of acres of land, supposed to be about six hundred thousand acres, for constructing the portion of said road now constructed, to wit, one hundred and five miles of railroad:

Now, for the residue of the said indebtedness of the said party of the second part to the said parties of the first part, the said party of the second part hath agreed to sell and convey to the said parties of the first part, as many acres of land heretofore granted by Congress to the state of Minnesota, as the said party of the second part shall receive from said state by reason of the constructien of the portion of the Winona and St. Peter Railroad heretofore constructed, to wit, one hundred and five miles thereof, extending westwardly from Winona, excepting and reserving, nevertheless, any and all parts and parcels of such lands (if any such there be) which may be necessary for the track of the said railroad, or the right of way, or any depot grounds thereof, or an other purpose incidental to the operation of the said railroad constructed, or to be constructed, or any part thereof; which saids land hereinbefore agreed to be sold, shall be conveyed to the said parties, or as they shall in writing direct, whenever and as soon as the said party of the second part shall obtain the title thereto under such acts of Congress. The lands to be conveyed as aforesaid shall be selected as follows:

Beginning at Winona aforesaid, and from thence proceeding on each side of the said railroad on a course running parallel therewith, and embracing each of the six, ten, fifteen and twenty mile limits of the Congressional land grants, and in procecding taking all land within each and all of said limits which shall be received by the said company, under said acts of Congress, or either of them; it being understood, that on each side of the said railroad an uniform line of advance westwardly, embracing all the lands in said limits, shall be maintained as nearly as may be, until as many acres shall have been selected and taken as the said company shall have received for the construction of the portion of said railroad now completed, which is estimated to be one hundred and five miles thereof, extending northerly and wester.

ly from Winona aforesaid; it being understood that the said parties of the first part shall receive as manny acres as shall be received by the party of the second part for the construction of said one hundred and five miles, or so much thereof as is now constructed, notwithstanding that under the act of Congress the said lands are certified only upon the completion of sections of not less than ten miles of railroads, but reserving, excepting and deduc. ting from the said number of acres all lands necessary for the track of said railroad, or the right of way, or depot grounds, or other purposes incidental to the operation of said railroad.

And the said party of the second part agrees to acquire the title of said lands as fast as it may be permitted to do under said act of congress, and to release and convey to the said parties of the first part, or to such person or persons in such manner, and from time to time, as may be devised by the parties of the first part, or their counsel, on the request of the parties of the first part, or a majority of them, and will do any and every other act and thing necessary and proper to secure the said parties of the first part said lands, and every part and parcel thereof, and the proceeds thereof, if it shall be hereafter determined that the same shall be sold by the said party of the second part, for the benefit of the said parties of the first part; and until the final arrangements shall be made in reference thereto, the title shall be held by the said party of the second part; and as some time is necessary to enable said parties of the first part to confer and agree upon the details in relation to the hold. ing of the title and the mode of disposing of said lands, this clause is inserted to express the agreement of said parties in relation thereto.

And it is further agreed by and between the parties hereto, that the said parties of the first part shall have and take all the cash assets of the said par. ty of the second part, up to the first day of November, 1867, and that the said parties of the first part shall assume and agree to pay, and that they shall fully pay and discharge all the floating debts of the said party of the second part up to the said first day of November, 1867, and all liabilities thereof to that date, except bonded debt, and including the interest to the said first day of November, 1867, whieh shall have accrued upon the outstanding bonds of the party of the second part, and which will amount at said date to the sum of forty-nine thousand dollars.

And the said parties of the first part hereby covenant, promise and agree to and with the said party of the second part, that the said parties of the first part shall and will receive and accept the property and things herein before agreed to be transferred to them in full payment, satisfaction and discharge of all indebtedness of the said party of the second part to the said parties of the first part, or either of them.

And it is hereby further declared and agreed, that it shall be optional with the said party of the second part whether or not the said party of the second part shall construct the said railroad to any point beyond that to which it is now completed; but if the said party of the second part shall not, on or be fore the first day of February, 1869, resolve to undertake the construction of said railroad to the first crossing of the Minnesota river, at or near Mankato, a distance of about twenty-four miles, and notify the said parties of the first part, or some of them, that it will undertake such construction, the said parties of the first part shall then, to wit, from and after the said first day of February 1869, become entitled and be suffered and be permitted at their own election, to undertake the construction of said road to the said first crossing at or near Mankato aforesaid, and to complete the same within fifteen months from the said first of February, 1869, at the proper cost and expense of the parties of the first part, but for the use and benefit of the party of the second part, upon the terms following, that is to say: the said party of the second part, electing not to construct said railroad to the said first crossing at or near Mankato aforesaid, and the said parties of the first part, within fifteen months from the said first day of February, 1869, undertaking such construction as aforesaid, the said party of the second part shell issue and deliver to the said parties of the first part, from time to time, as the work of construction shall progress, the first mortgage bonds aforesaid, at the rate of twenty thousand dollars in amount thereof, and the sinking fund bonds aforesaid at the rate of twelve thousand dollars in amount thereof, fo; each mile of said railroad which shall be constructed by the said parties of the first part as aforesaid, in

addition to the one hundred and five miles now completed, until the said railroad shall be completed to the first crossing aforesaid; and upon the completion thereof by the party of the first part to the first crossing aforesaid, provided the same shall be so completed by the first day of May, one thousand eight hundred and seventy, said parties of the first part shall become entitled to receive from the party of the second part the same number of acres of land which the said party of the second part shall receive under the said acts of congress for the construction of said railroad from the point to which it is now completed to the said first crossing, except such lands as shall be required for railroad purposes, as hereinbefore provided in regard to the one hundred and five miles now constructed; which lands to be conveyed as aforesaid to the parties of the first part, upon the completion of said road by them to the first crossing, shall be selected in the same manner as herein. before provided in respect to the lands herein before agreed to be conveyed to the parties of the first part, or for their benefit for the construction of said one hundred and five miles; and all the provisions hereof, in respect to the lands which may be received for the construction of the said one hundred and five miles, shall apply to the lands which may be received for the construction of said additional twenty-four miles: provided, always, that the said par. ties of the first part, undertaking the construction of said twenty-four miles, shall construct, complete and equip the same in such a manner that the condition thereof, upon the average, shall be in all respects equal, including equipment, to the average condition of the one hundred and five miles hereto fore constructed, with the exception only that the said parties of the first part shall not be obliged to erect elevators thereon.

And provided further, that the said parties of the first part, undertaking the construction of said railroad beyond the point to which it is now completed, and receiving therefor the bonds aforesaid, shall indemnify and save harmless the party of the second part from all costs, charges, expenses, damages and liabilities of such construction.

And it is hereby further declared and agreed, that either party hereto, undertaking the construction of said railroad to the first crossing aforesaid, shall complete the same by the first day of May, one thousand eight hundred and seventy.

And it is hereby further declared and agreed, that if the said parties of the first part shall build the said extension of the said railroad to the said first crossing as aforesaid, pursuant to this agreement, the said party of the sec ond part shall allow them to use the tracks of the constructed portions of said railroad to transport, free of charge and by the proper motive power, locomotives, cars, and other rolling stock, and the proper agents, employees and servants of the parties of the first part, and at their expense, all materials used in such construction, and all workmen employed in making the same, under and subject to such reasonable rules and regulations in respect to running trains over the said railroad, or any part thereof, as shall be from time to time prescribed by the said party of the second part, or the proper officer or officers thereof. And provided further, that such use of said track shall not impede or interfere with the ordinary business of said railroad; and that the said parties of the first part shall indemnify and save harmless the party of the second part from and against all loss and damage from any cause arising out of the use of said track by the said partics of the first part as aforesaid.

And it is hereby further declared and agreed, that after the completion of the said railroad to the first crossing aforesaid, it shall be optional with the party of the second part whether it shall construct the said railroad from the said first crossing to the second crossing of the Minnesota river, being about twenty-eight miles, more or less, (including the bridge over the first crossing;) but if the said party of the second part shall not, within the period of one year from the completion of said railroad to the first crossing, resolve to undertake the further construction of said road to the second crossing aforesaid, then, to wit, after the expiration of the period of one year from the time of the completion of said road to the said first crossing, the said parties of the first part shall become entitled, and shall, for the further period of one year, possess the option, to undertake to construct the said railroad from the said first crossing to the said second crossing, at the proper cost and expense of

the parties of the first part, but for the use and benefit of the party of the second part, upon the terms following, that is to say: the said party of the second part electing not to construct said railroad to the second crossing, the said parties of the first part, thereupon, within one year from the time of being notified of such election, undertaking the construction thereof, the said party of the second part shall issue and deliver to the said parties of the first part, from time to time, as the work of construction shall progress, the same amount of bonds per mile as herein before provided in respect to the construction of said road to the said first crossing; and all the provisions, conditions and agreements herein contained in respect to the construction of the said road to the said first crossing, so far as the same are applicable, excepting hereinafter otherwise provided, shall apply equally to the construction thereof to the second crossing; and if the said railroad shall be constructed from the first to the second crossing by the parties of the first part as aforesaid, and completed within the period hereinafter mentioned, the said parties of the first part shall thereupon become entitled to receive, from the party of the second part, the same number of acres of land which the said party of the second part shall receive under said acts of congress for the construction of said road from the said first to the said second crossing; and all the provisions hereof in respect to the lands to be received for the construction of said one hundred and five miles, shall apply to the lands to be received for the construction of said railroad from the first to the second crossing.

And it is hereby further declared and agreed, that either party undertaking the construction of said road from the first to the second crossing, shall complete the same within three years from the time of the completion of the said road to the said first crossing.

And it is further understood and agreed, that if the said parties of the first part shall undertake the construction aforesaid, they shall, if the party of the second part shall so elect, construct the said railroad to a point on the northerly side of the Minnesota river, which the said party of the second part shall designate, and which shall not be more than twenty-eight miles distant from the said first crossing, with the same effect, so constructed the same to the said second crossing; provided, such construction to said point be made within the same time and in the same manner as herein before provided in respect to the construction to the said second crossing.

And the said party of the second part further agrees, in consideration aforesaid, that it will not, at any time hereafter, encumber by mortgage or otherwise, the said lands herein before described, and which, by the terms of this agreement, are to be conveyed to the parties of the first part, or as they shall direct.

And the said parties of the first part further agree, that all the expenses of procuring title to such lands, and the expenses of any and all conveyances which shall be made of said lands, shall be paid by the parties of the first part.

In witness whereof, the said parties of the first part have hereunto set their hands and seals, and the said party of the second part has caused its corporate seal to be hereunto annexed, and the same to be attested by the signatures of its president and treasurer, the day and year first above written.

ARTICLES OF CONSOLIDATION.

WISCONSIN & SUPERIOR RAILROAD CO., AND CHICAGO, ST. PAUL & FOND DU LAC RAILROAD CONSOLIDATED.

[On file with Secretary of State.]

Articles of consolidation made and entered into this thirtieth day of March, A. D. one thousand eight hundred and fifty-five, between the Illinois and Wisconsin Railroad Company, a corporation created and existing by and under the authority of the laws of the state of Illinois, for the purpose of constructing, operating and maintaining a railroad in said state, party of the first part, and the Rock River Valley Union Railroad Company, a corporation existing under and by the laws of the state of Wisconsin, for the purpose of constructing, maintaining and operating certain railroads in said state of Wisconsin, of the second part.

WHEREAS, heretofore, that is to say on the twenty-fourth day of March, one thousand eight hundred and fifty-five, all that portion of the said railroad bed, rolling stock, franchises and property of every description of the said Rock River Valley Union Railroad Company described, embraced in a certain indenture of mortgage made by said Rock River Valley Union Railroad Company to Robert J. Walker, bearing date on the ninth day of September, one thousand eight hundred and fifty-one, being all that part of the line of said railroad, from Fond du Lac on Lake Winnebago, to the southern boundry of the state of Wisconsin, together with all the appurtenances, franchises and property of said company, moveable or immoveable, in any way connected under and by virtue of said mortgage to William B. Ggden, of the city of Chicago, and John H. Hicks and Charles C. Walden, of the city of New York, which said purchase of said portion of said railroad and its appurtenances and property at said mortgage sale was made for the benefit and interest of said bond holders, under and by virtue of certain instruments signed by said bond holders, and copies whereof are hereto annexed, and

WHEREAS, the railroads of the said Illinois & Wisconsin Railroad Company, and said Rock River Valley Union Railroad Company, including the said portion of said Rock River Valley Union Railroad, which was purchased as aforesaid by said William B. Ogden, John H. Hicks and Charles C. Walden, connect with each other at the north line of said state of Illinois, and the roads of said companies by said connection form a continuous line of railroad to the full extent of the lines of said respective railroads as the same are authorized by the laws and enactments of the said states of Illinois and Wisconsin, and

WHEREAS, It is desirable that all the lines of railroads and purchases of the said two companies, including as well the portion of said Rock River Valley Union Railroad and its franchises, so as aforesaid purchased at the said sale had under the said mortgage as the portion thereof and of its franchises not embraced in said mortgage and sale, should be consolidated and brought under the management and control of one board of directors; and WHEREAS, The said William B. Ogden, John H. Hicks and Charles C. Walden, the purchasers aforesaid did, by an instrument in writing, bearing date the twenty-fourth day of March, one thousand eight hundred and fiftyfive, a copy of which is hereby duly annexed, executed under their hands and seals, according to the provisions of an act of the legislature of the state of Wisconsin, approved March tenth, one thousand eight hundred and fiftyfive, consent that the said board of directors of the said Rock River Valley Union Railroad Copany, parties of the second part hereto, should remain in possession of and direct the affairs and control the property of the said company in the same manner as they might or could lawfully do if the sale of said portion of said road and purchases had not taken place; and

WHEREAS, The said parties of the first and second parts have by their re