385.109775 
 
 C432e 
 
 EXHIBIT 
 
 OF THE 
 
 CHICAGO, ST. PAUL AND POND DU LAC 
 
 RAIL-liOAD COMPANY. 
 
 MARCH 1, 1856. 
 
 John W. Amermau, Printer, No. 60 William-street, N. Y. 
 


 
 
 
 
 
 
 
 
 
 
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 EXHIBIT 
 
 OP THE 
 
 CHICAGO, ST. PAUL AND POND DC LAC 
 
 RAIL-ROAD COMPANY. 
 
 MARCH 1, 18 5© 
 
 John W. Amsrman, Printer, No. 60 William-street, N. Y. 
 
f 
 
 QLIjtcago, St. ffaal unit Jfonir k |Tac 
 
 RAIL-ROAD COMPANY. 
 
 f §56. 
 
 Uirectors. 
 
 WILLIAM B. OGDEN, 
 NELSON K. WHEELER, 
 JOHN P. CHAPIN, 
 HENRY SMITH, 
 
 JOEL H. JOHNSON, 
 CHARLES BUTLER, 
 WM. C. LANGLEY, 
 JAMES W. HICKOK, 
 JOHN BRADLEY, 
 WILLIAM JARVIS, 
 JOSEPH A. WOOD, 
 JOHN J. R. PEASE, 
 DANIEL JONES, 
 MASON C. DARLING, 
 
 A. G. BUTLER, 
 
 Chicago, Ill. 
 
 c< 
 
 a 
 
 Woodstock, Ill. 
 New-York. 
 
 Burlington, Vt. 
 
 (C 
 
 Middletown, Ct. 
 
 Janesville, Wia. 
 
 (( 
 
 Watertown, Wis. 
 
 Fond du Lac, Wis. 
 << 
 
 Officers. 
 
 WM. B. OGDEN, President. 
 
 JAMES W. HICKOK, Vice-President. 
 
 CHARLES BUTLER. Treasurer. 
 
 J. W. CURRIER, Secretary. 
 
 S. F. JOHNSON, Chief Engineer and Superintendent. 
 
 Hjrecuttbe (Committee. 
 
 WM. B. OGDEN, Ex Officio . 
 
 CHARLES BUTLER, 
 
 NELSON K. WHEELER, 
 
 JAMES W. HICKOK, 
 
 WM. C. LANGLEY, 
 
 HENRY SMITH. 
 
 Offices. 
 
 Treasurer and Secretary, 12 Wail-street, 2Y Y. 
 Chief Engineer and Superintendent, Chicago. 
 
3 £ S". I 0 °t ~T 7 S 
 C 432.-0- 
 
 THE 
 
 CHICAGO, ST. PAUL & POND DU LAC 
 
 J 
 
 KAIL-ROAD COMPANY 
 
 OFFER FOR SALK 
 
 $ 500,000 
 
 OF THEIR 
 
 30 Years 1 per cent. First Mortgage Convertible Bonds. 
 
 These bonds bear date August 1st, 1855, are payable August 
 1st, 1885, with interest at 7 per cent., payable semi-annually, 
 in the City of New;-York, on presentation of the coupons an¬ 
 nexed, AND ARE CONVERTIBLE INTO STOCK OF THE COMPANY, 
 AT THE OPTION OF THE HOLDERS, AT ANY TIME BEFORE THEIR 
 MATURITY. 
 
 They are secured by a mortgage upon the entire road of 
 the company, from Chicago, via Woodstock, to Janesville, in 
 Wisconsin, and thence up the Yalley of Rock River, via 
 Watertown, to Fond du Lac, a distance of 178 miles, and 
 upon all the cars, engines and personal property of the com¬ 
 pany appurtenant thereto, now acquired or to be hereafter 
 acquired, and by the creation of a sinking fund sufficient to 
 extinguish the entire mortgage debt of the company before 
 the maturity of the bonds. 
 
 These bonds are part of $3,000,000 of bonds, authorized to 
 be issued by resolutions of the Board of Directors, passed 
 March 30th, 1855. 
 
 Of the bonds thus authorized to be issued, $1,500,000 were 
 set apart and devoted exclusively to the redemption of a like 
 amount of bonds of the Illinois and Wisconsin Rail-Road 
 Company, secured by a mortgage on 70 miles of the afore¬ 
 said line of road. 
 
 $550,000 of said Illinois and Wisconsin bonds had never 
 been sold by said company, and have, at this date, March 1, 
 1856, all been delivered up to the Trustee, in exchange for 
 bonds of the new company, to be by him cancelled. 
 
 The holders of three-fourths of the $950,000 Illinois and 
 
4 
 
 Wisconsin bonds, which had been sold, have also exchanged 
 them for bonds of the new $3,000,000 issue, and the other 
 holders are most of them pledged to a like exchange. 
 
 These Illinois and Wisconsin bonds are thus almost en¬ 
 tirely extinguished ; and to redeem any that may remain 
 outstanding, the amount of which will be less than $100,000, 
 an equal number of bonds of the new issue will be sacredly 
 held by the Trustee. 
 
 The mortgage authorized by the company, and now duly 
 executed, is a first lien upon all that portion of the road in 
 Wisconsin, a distance of 108 miles, and also on the portion of 
 the road in Illinois, 70 miles, including extensive and valu¬ 
 able depot grounds in the cities of Chicago, Janesville and 
 Fond du Lac, (with the exception of the few Illinois and 
 Wisconsin bonds which may remain outstanding, and the 
 redemption of which is provided for as above stated.) 
 
 These bonds are thus appropriated : 
 
 Total amount exchanged and to be exchanged for 
 
 Illinois and Wisconsin bonds sold,. $950,000 
 
 Recently negotiated,... 250,000 
 
 How offered for sale, .. 500,000 
 
 To be sold during present year, if the wants of the 
 
 company require,. 300,000 
 
 $2,000,000 
 
 Reserved for the purpose of completing the third 
 division of the road from Janesville to the La 
 Crosse Road,'*... $1,000,000 
 
 Total,. $3,000,000 
 
 Since the 1st of October, 1855, individual and corporate 
 subscriptions to the capital stock of the company have been 
 made along the line of the road to the amount of over 
 $500,000. These subscriptions, and the earnings of the 87 
 miles now in operation, together with the proceeds of the 
 
 * The company have determined not to complete this intermediate or third division 
 of their road until they can do it without inconvenience. The $1,000,000 of first 
 mortgage bonds, held in reserve for this purpose, together with the city bonds and 
 private subscriptions along the line pledged to this object, will be ample to ac¬ 
 complish it whenever undertaken. 
 
5 
 
 sale of the above $800,000 bonds, will be amply sufficient for 
 the wants of the company, in respect to the completion of the 
 road to Janesville and the payment of their liabilities. 
 
 The company have already in operation 87 miles of road, 
 viz: 
 
 From Fond du Lac south to the junction with the Mil- 
 waukie and La Crosse Road, thus connecting Fond du Lac 
 
 with Milwaukie and Chicago by rail,.... 30 miles.* 
 
 From Chicago to Woodstock and beyond,...... 57 il 
 
 To be completed by June "15, 1856, between 
 
 Woodstock and Janesville,................. 35 “ 
 
 Total,..... ........ 122 “ 
 
 Only 35 miles of track are to be laid to complete the second 
 division, and thus connect Janesville with Chicago. A strong 
 force are now at the work. The road bed is prepared and 
 the iron on the ground for this purpose, and will all be laid 
 by the 15th June, 1856. 
 
 The company will then have in operation 122 miles of road, 
 equal in value to any road of the same length in the West, 
 and which will at once produce a large income, ample to 
 pay interest on its bonds and dividends on its stock. 
 
 This road has a position and connections of such strength 
 that it cannot well fail to become hereafter one of the most 
 profitable roads leading out of Chicago. 
 
 On its completion to Janesville it will connect with the 
 Milwaukie and Mississippi Rail-Road, now in operation to 
 Madison, the capital of Wisconsin, and to be extended to the 
 Mississippi River, at Prairie du Chien, by the first of Novem¬ 
 ber, 1856. It will also connect at Janesville with the Southern 
 Wisconsin Rail-Road, which is now under contract to Monroe, 
 
 * This 30 miles enters at once upon a large business. Contracts are offered for the transpor, 
 tation over it the present season of 30,000,000 feet of white pine lumber. The freighting of this 
 single article will hereafter give a full and very profitable business to this part of the road. 
 The other freight and passenger business must also be very large, on account of the forgo 
 population about Lake Winnebago and the Fox and Wolf rivers. Lake Winnebago is navi¬ 
 gable for steamers and sail vessels. The Wolf river, which empties into Lake Winnebago 
 at Oshkosh, is navigable for 150 miles up into the pine region; and the Fox river, by means 
 of the improvement, is now navigable its entire length, up to Green Bay. 
 
 Fond du Lac and Oshkosh have each about 5,000 inhabiiants, and there is a large number 
 of smaller places along these waters, varying in population from 1,000 to 3,000 people. The 
 business of this region, which has been heretofore accommodated by the plank road from 
 Fond du Lac to Sheboygan, will now pass over our road. 
 
6 
 
 50 miles west from Janesville, and is soon to be extended 
 to the Mississippi River, opposite Dubuque. It will, also, 15 
 miles before reaching Janesville, connect with the Racine 
 and Mississippi Rail-Road, soon to be extended to Beloit, and 
 thence, via Freeport, to Savannah, on the Mississippi River. 
 Harmonious running arrangements, which the interests of all 
 parties will make necessarily permanent, are made with these 
 three roads, thus forming, over our road, four of the shortest 
 routes from Chicago, west and northwest, to the Mississippi 
 River, at different points, as will appear from the following 
 
 tables of distances, viz: 
 
 L Chicago to Prairie du Cbien, by Chicago, St. Paul and Fond du 
 
 Lac Rail-Road, and Milwaukie and Mississippi Rail-Road,.... 225 miles. 
 
 Chicago to Paiiie du Cbien, by Chicago and Galena Rail-Road, Illi¬ 
 nois Central Rail-Road and Mississippi River,. 274 “ 
 
 II. Chicago to Dubuque, Iowa, by Chicago, St. Paul and Fond du Lac 
 
 Rail-Road, and Southern Wisconsin Rail-Road,. 180 “ 
 
 Chicago to Dubuque, Iowa, by Galena and Chicago Rail-Road 
 
 and Illinois Central Rail-Road,. 188 “ 
 
 IIL Chicago to Galena, by Chicago, St. Paul and Fond du Lac Rail- 
 
 Road, Racine and Mississippi and Illinois Central Rail-Roads,.. 166 “ 
 
 Chicago to Galena, by Galena and Chicago Rail-Road and Illinois 
 
 Central Rail-Road,. 171 “ 
 
 IV. Chicago to Savannah, by Chicago, St. Paul and Fond du Lac Rail- 
 
 Road and Racine and Mississippi Rail-Road,. 146 “ 
 
 Chicago to Madison, by Chicago, St. Paul and Fond du Lac Rail- 
 
 Road and Milwaukie and Mississippi Rail-Road,. 130 “ 
 
 Chicago to Madison, by Galena and Chicago and Madison and 
 
 Beloit Rail-Roads,. 150 “ 
 
 Chicago to Beloit, by Chicago, St. Paul and Fond du Lac, and 
 
 Racine and Mississippi Rail-Roads,. 82 “* 
 
 Chicago to Beloit, by Chicago aud Galena Rail-Road,... 98 “ 
 
 The Fox River Yalley Rail-Road, which crosses our road 
 at a point 42 miles distant from Chicago, will find it for their 
 interest to form a running arrangement with us, by which 
 the traffic of this populous valley will pass over our road to 
 Chicago—the distance being 18 miles less than by any other 
 rail-road. 
 
 The ice trade between Crystal Lake and Chicago, 45 miles, 
 is destined to furnish a large freighting business. No other 
 ice in the vicinity of Chicago compares with this in purity, 
 and a company are now making arrangements to supply the 
 
7 
 
 whole city with it, in place of the impure ice out of the 
 Chicago River, which has been heretofore used. The magni¬ 
 tude of this trade becomes apparent, when we consider that 
 Chicago lias a population of 84,000; and its value to the 
 road is greater from the fact, that it will be the most active 
 when the other freighting business of the road is lightest, 
 viz., in mid-summer and mid-winter. 
 
 This is a single illustration of the large local traffic neces¬ 
 sarily incident to the vicinity of so large a city as Chicago. 
 
 The Galena and Chicago Rail-Road has heretofore entirely 
 controlled the through business between Chicago and Minne¬ 
 sota, Northern Iowa and Western Wisconsin, which is already 
 immense. 
 
 But it is evident, from the foregoing table, that the Chicago, 
 St. Paul and Fond du Lac Road, when fully established at 
 Janesville, with its connections there, will furnish the shortest 
 and cheapest outlet to Chicago for the products of all that 
 vast region of country, which is increasing in wealth and popu¬ 
 lation faster than any other portion of the United States. 
 
 The great bulk of this business must, therefore, inevitably 
 pass over it. 
 
 For full details as to the plans and prospects of the com¬ 
 pany, the last Annual Report is referred to. 
 
 The first question asked by the capitalist proposing to pur¬ 
 chase is, will the road earn the interest on these bonds?— 
 there being of them $2,000,000, secured by a first mortgage 
 on 122 miles of finished road, which has cost more than 
 double this sum. The amount of full paid capital stock is 
 $2,300,000. 
 
 Estimating the gross earnings of the road at $6,000 
 
 per mile per annum, we have the gross sum of $732,000 
 Deducting therefrom for expenses, 50 per cent., 
 which is 25 per cent, more than the operating 
 expenses of several of the best Western roads,.. 366,000 
 
 We have for net earnings,. $366,000 
 
 A sum ample to pay interest on these bonds, amounting to 
 
8 
 
 $140,000, the Sinking Fund payment, and dividends on the 
 -stock of the company. 
 
 For the purpose of showing that $6,000 per mile is a 
 reasonable estimate for our first year’s earnings, we have 
 only to refer to the experience of three neighboring roads, in 
 no respect better situated than ours. 
 
 The earnings of the Chicago and Rock Island Rail-Road, 
 1854, (its first year,) were, per mile, $7,000, and have steadily 
 increased since. 
 
 The earnings of the Milwaukie and Mississippi Rail-Road 
 for 1855, were, per mile per annum, $7,000. 
 
 The earnings of the Chicago and Galena Rail-Roacl for 
 1854, were, per mile, over $7,000, and in 1855, $10,000 per 
 mile per annum. 
 
 .During several months it earned nearly the extraordinary 
 sum of $1,000 per mil eper month , and its dividends for seve¬ 
 ral years past have averaged over 20 per cent, per annum. 
 That road passes through no better or more thickly populated 
 or more productive country than this ; and its connections 
 are no better than those of this road will be when completed. 
 Indeed, their respective situations and advantages are very 
 similar, and there is no apparent reason why the earnings of 
 this road, when fully established, will not be quite equal to 
 those of the Galena and Chicago, and its stock reach as high 
 a price. 
 
 It may, therefore, be stated with the utmost confidence, that 
 the first mortgage bonds of this company are perfectly secured. 
 
 The first mortgage seven per cent, bonds of the Galena 
 and Chicago Rail-Road recently sold at 99, and those of the 
 Chicago and Rock Island at 95. They were originally nego¬ 
 tiated at much lower rates—have not the benefit of a sinking 
 fund—are not convertible, nor have they the privilege of 
 registry. Investments in our bonds at this time will certainly 
 prove as advantageous as any ever made in either of the two 
 last named securities. 
 
 In order to furnish to capitalists, who may desire to pur¬ 
 chase these bonds, a better security than that ordinarily 
 offered by rail-road mortgages, several unusual and salutary 
 provisions have been made. 
 
9 
 
 I. The mortgage deed has been drawn with great care and 
 under the advice of able counsel, so as to protect, in every 
 possible contingency, the rights of bondholders. 
 
 II. The company have provided a Sinking Fund for the re¬ 
 demption of this entire issue of bonds, and for this purpose 
 have covenanted, in the mortgage, to make annually a de¬ 
 posit with the Trustee named in the mortgage, James Wins¬ 
 low, of the firm of Winslow, Lanier & Co., bankers, in the 
 city of ISTew-York, one and one-fourth per cent, on all the 
 outstanding bonds secured by the mortgage, beginning De¬ 
 cember 1, 1858, and continuing until the principal of said 
 bonds is fully paid. This deposit, with the accumulated 
 interest thereon, will form a sufficient fund to extinguish all 
 of these bonds at or before their maturity. 
 
 The Trustee of the Sinking Fund is required to use the 
 avails of this fund primarily in the purchase of the mortgage 
 bonds of this company, whenever they can be purchased at 
 par or under; and in case such purchase cannot be made, 
 then the fund is to be invested under the direction of the 
 company. 
 
 In case the company shall neglect to make the annual 
 
 SINKING FUND DEPOSIT, AS SPECIFIED IN THE MORTGAGE, THE 
 
 Trustee of the bondholders is authorized and directed to 
 
 FORECLOSE THE MORTGAGE, AND SELL THE PROPERTY AND RIGHTS 
 OF THE COMPANY IN THE SAME MANNER AS IF DEFAULT BE MADE 
 IN THE PAYMENT OF THE PRINCIPAL OR INTEREST OF THE BONDS. 
 
 The company have not left the making of the annual 
 
 SINKING FUND PAYMENT TO THE OPTION OR CONTROL OF FUTURE 
 
 Boards of Directors, but, by the covenants in the mort¬ 
 gage, HAVE MADE IT A LEGAL OBLIGATION ON THE COMPANY, 
 WHICH CAN BE ENFORCED BY THE TRUSTEE, ON THE APPLICATION 
 OF THE BONDHOLDERS. 
 
 III. The bonds are convertible into the stock of the com¬ 
 pany, at the option of the holders, at any time before their 
 maturity. In view of the future growth of Chicago, and the 
 certain development of the immense country lying northwest 
 of it, this privilege is a valuable one. 
 
10 
 
 IV. These bonds may be registered at the office of the 
 treasurer, in the name of the holder, thereby making them 
 far safer property to hold as against risk of loss b} r theft, fire, 
 or in any other way. 
 
 Y. This company has special authority from the Legisla¬ 
 tures of Illinois and Wisconsin to sell its bonds, at such 
 price, above or below par, as they may deem expedient; 
 thus avoiding the usury question so much discussed in regard 
 to the bonds of rail-road companies not having such special 
 authority. 
 
 VI. The Trustee has now in his hands the original deed of 
 mortgage, with certificates thereon of the county clerks, 
 showing that it has been recorded in the four counties of the 
 State of Illinois, and the five counties in the State of Wiscon¬ 
 sin, through which the road passes. He has also certificates 
 from the several clerks of counties and courts, showing that 
 there are no judgments against or incumbrances on the pro¬ 
 perty of the company. 
 
 The following documents are appended, and special atten¬ 
 tion is called thereto, viz : 
 
 1. The opinions of two eminent counsel on the validity of 
 the organization of this company, and of the mortgage by 
 which these bonds are secured. 
 
 2. Extracts from the laws of Illinois and Wisconsin, show¬ 
 ing the power of this company to mortgage its real and per¬ 
 sonal property, and to sell its bonds at such prices, above or 
 below par, as they may think proper. 
 
 3. Copies of the bond, mortgage and Trustee’s certificate. 
 
 This company, with entire confidence, recommend these 
 bonds as among the safest and most profitable investments 
 now before the public. 
 
 New-York, March 1, 1856. 
 
 W. B. OGDEN, 
 
 President. 
 
11 
 
 OPINIONS OF COUNSEL. 
 
 New-York, Sept. \5tJi, 1855. 
 Benj. F. Butler, Esq., New-York: 
 
 Dear Sir,—Having proceeded, in accordance with the legal 
 advice of yourself and other able counsel from the beginning, 
 in the late mortgage sale had of the Bock Biver Valley 
 Union Bail-Boad, and in the subsequent consolidation of 
 that road and of the Illinois and Wisconsin Bail-Boad into 
 one road and company, named the Chicago, St. Paul and 
 Fond dn Lac Bail-Boad Company, the undersigned is of 
 course fully satisfied of the legal soundness of these proceed¬ 
 ings ; but for the better satisfaction of others interested, or 
 who may desire hereafter to become interested in the stock 
 or bonds of this company, will you please communicate to 
 the undersigned your opinion, in writing, as to the validity, 
 &c., of the incorporation of this company, and of its rightful 
 possession of all the property, franchises and privileges of the 
 two rail-road companies so consolidated into it, and also of its 
 right to mortgage its road and property for the purpose of 
 raising funds in aid of its construction and equipment. 
 
 Yours, very respectfully, 
 
 Wm. B. Ogden, 
 
 Preset Chicago , St. Paul and Fond du Lac 
 Pail-Poad Company. 
 
 New-York) Sept. Ylth) 1855. 
 
 To William B. Ogden, Esq., 
 
 President of the Chicago) St. Paid and Fond du Lac 
 Rail-Road Company: 
 
 Dear Sir,—In reply to your letter of the 15th instant, I 
 would say, that in the course of my professional services to 
 yourself and others, connected with the sale of the road and 
 
12 
 
 property of the Rock River Valley Union Rail-Road Com¬ 
 pany, made on the 24tli of March last, under the mortgage 
 of that company to Robert J. Walker, Trustee, &c., and with 
 the preparation of the articles of consolidation of that com¬ 
 pany and the Illinois and Wisconsin Rail-Road Company of 
 the 30th of March last, and of the conveyance of the substi¬ 
 tuted Trustee, by direction of the purchasers at such sale, to 
 the Chicago, St. Paul and Fond du Lac Rail-Road Company, 
 (the new company created by said articles,) alluded to in 
 your letter, I have had occasion, very carefully, to examine 
 the several statutes of the States of Illinois and Wisconsin, 
 incorporating the Illinois and Wisconsin Rail-Road Company 
 and the Rock River Valley Union Rail-Road Company, and 
 the acts from time to time amending the charters of said com¬ 
 panies respectively, or applicable to them, and particularly 
 the general statute of Illinois of the 28th of February, 1854, 
 authorizing the consolidation of rail-road companies, and the 
 special statute of the State of Wisconsin, of the 10th of March, 
 1855, authorizing the consolidation of the two above named 
 companies ; and that I have also had occasion to consider, 
 with much attention, the several questions of law arising under 
 these several statutes and proceedings. 
 
 Although I do not feel myself so well qualified to decide 
 on some of these questions, arising, as they do, under the 
 statutes of Illinois and Wisconsin, as counsel resident in those 
 States, yet the principles by which they are governed are of 
 general application ; and, after mature reflection, I am clearly 
 of opinion, that the Chicago, St. Paul and Fond du Lac Rail- 
 Road Company, (the corporation created by said articles of 
 consolidation,) is an existing, duly created and organized 
 body politic and corporate, in fact and in law, entitled to and 
 possessing, under the statutes of Illinois and Wisconsin, all 
 the powers, privileges, franchises and property, of every 
 nature and description whatsoever, which, previously to said 
 consolidation, appertained to and were held and possessed 
 by the said Illinois and Wisconsin Rail-Road Company and 
 Rock River Valley Union Rail-Road Company respectively. 
 The general grounds on which I found this opinion will be 
 
13 
 
 found in the recitals contained in the deed of the substituted 
 Trustee to the new company. To the matters there stated is 
 now to be added the deed and release from the purchasers at 
 the mortgage sale, and from Robert J. Walker to the new 
 company, dated August 29th, 1855, which gives further and 
 decisive efficacy, if such were needed, to the deed of the 
 Trustee. 
 
 As to the other question stated in your letter, I reply, that, 
 in my opinion, the said The Chicago, St. Paul and Fond du 
 Lac Rail-Road Company has full power, under the laws of 
 the States of Illinois and Wisconsin, which now constitute its 
 charter, or are applicable to it, to borrow, in its corporate 
 name and on its corporate liability, all such moneys as may 
 be necessary to enable it to construct and equip its road, and 
 to secure the payment thereof by the bonds of the corporation 
 and by the mortgage of its road and property. The power to 
 borrow money for such purposes and to issue bonds therefor, 
 and to sell the same at such prices as the companies may 
 deem expedient, is expressly given, and in very sweeping 
 and enlarged terms, in the statutes of both States; and the 
 power to mortgage is also expressly given by the statutes of 
 Wisconsin, and is clearly included in the general language 
 of the statutes of Illinois. 
 
 I am, dear sir, very respectfully, 
 
 Your ob’t serv’t, 
 
 B. F. Butler. 
 
 Burlington , Vermont , August 1 st, 1855. 
 Wm. B. Ogden, Esq. : 
 
 Dear Sir,—At your request I have examined the act of the 
 Legislature of the State of Illinois, incorporating the Illinois 
 and Wisconsin Rail-Road Company, also the general rail¬ 
 road law of said State, authorizing companies chartered by 
 said State to connect with one another, and also to connect 
 and consolidate their interests with rail-road companies incor¬ 
 porated by adjacent States. 
 
14 
 
 I have also examined the several acts of the Legislature of 
 the State of Wisconsin, incorporating the Lock River Valley 
 Union Rail-Load Company, and particularly the act of 
 March last, authorizing said company, or whoever might 
 purchase the road on a contemplated sale for the benefit of 
 the bondholders, under an existing mortgage on said road, to 
 consolidate their interest and road with the said Illinois and 
 Wisconsin Rail-Road Company, and to form a new company 
 and give to it a new name. 
 
 I have further examined said articles of consolidation made 
 and entered into by said companies, and their conveyances 
 to said Chicago, St. Paul and Fond du Lac Rail-Road Com¬ 
 pany, (the new name adopted by said companies in accord¬ 
 ance with the provisions of their respective legislatures.) 
 
 I have also examined the proceedings under said mortgage 
 made by said Rock River Valley Union Rail-Road Company, 
 the sale thereof, and the conveyances made by the duly con¬ 
 stituted Trustee, to the Chicago, St. Paul and Fond du Lac 
 Rail-Road Company. 
 
 I have also examined a certain mortgage proposed to be 
 executed by the said Chicago, St. Paul and Fond du Lac 
 Rail-Road Company, to secure the payment of $3,000,000 of 
 bonds proposed to be issued by said company. 
 
 From an examination of all the said statutes, the proceed¬ 
 ings under them, and the proceedings under the mortgage 
 executed by the Rock River Valley Union Rail-Road Com¬ 
 pany, I am of the opinion that the said Chicago, St. Paul and 
 Fond du Lac Rail-Road Company is a duly constituted and 
 organized company, in full life and force, possessing all the 
 powers, rights, privileges, property and franchises which 
 were owned, used or possessed by the Illinois and Wisconsin 
 and Rock River Valley Union Rail-Road Companies respec¬ 
 tively. I am also of the opinion, that the Chicago, St. Paul 
 and Fond du Lac Rail-Road Company have good right and 
 lawful authority to execute the proposed mortgage, in manner 
 and form and for the purposes therein mentioned; that all 
 the said stipulations and agreements in said mortgage on the 
 part of said company, are lawful stipulations and agreements ; 
 
15 
 
 that whenever said mortgage shall be executed and delivered, 
 and bonds shall be taken under the same, it then becomes 
 irrevocable on the part of said company ; and for breach of 
 its provisions on the part of said company, the courts of the 
 country will give their aid to enforce it according to its spirit 
 and intention. 
 
 (Signed,) 
 
 Jacob Maeok. 
 
 EXTRACT 
 
 FROM TIIE LAW OF WISCONSIN", AUTHORIZING THE RAIL-ROAD 
 COMPANIES THEREIN NAMED TO CONSOLIDATE THEIR CAPITAL 
 STOCK. 
 
 Sec. 6 . After consolidation as aforesaid, and before the first 
 election of directors by the stockholders, the affairs of the 
 consolidated company shall be managed by the directors of 
 the two companies acting jointly; and as soon after consoli¬ 
 dation as it may be deemed expedient to organize said con¬ 
 solidated companies, said joint board of directors shall meet 
 and elect a president, vice-president and secretary, and 
 treasurer; and the said consolidated company being thus 
 organized, may make and execute, in their corporate name, 
 all such writings, notes, bonds or mortgages of their real or 
 personal property, or any part thereof, as they may deem 
 necessary to secure the payment of any liability incurred, or 
 to be incurred, in the construction and equipment of their 
 road, and may agree, in such notes, bonds and mortgages, to 
 pay such rate of interest as they may think proper, not ex¬ 
 ceeding ten per cent, per annum, and may sell and dispose 
 of said notes, bonds and mortgages at par, or at such prices, 
 above or below par, as they shall think proper. 
 
16 
 
 EXTRACT 
 
 FROM A GENERAL LAW OF CONSOLIDATION, PASSED BY THE GENERAL 
 ASSEMBLY OF THE STATE OF ILLINOIS, FEBRUARY SESSION, 1854. 
 
 Sec. 3. The corporation or corporations formed by virtue 
 of the provisions of this act, shall have power to increase 
 their capital stock to any amount required by resolution of 
 their respective boards of directors, not exceeding the amount 
 of the cost of the roads and works constructed and equipped 
 by them ; to borrow money and fix the rate of interest there¬ 
 for ; to issue bonds, and the same to sell, at such price as 
 they may deem expedient, such sales being hereby authorized 
 and confirmed, and to make any other contracts authorized 
 by the by-laws of the said corporation or corporations, within 
 the purview of their said charters. 
 
 COPY OF THE MORTGAGE, 
 
 AS DULY EXECUTED AND RECORDED. 
 
 This Indenture, made the first day of August, in the 
 year of our Lord one thousand eight hundred and fifty 
 five, between The Chicaoo, St. Paul and Fond du Lac 
 Rail-Road Company, of the first part, and James Winslow, 
 of the firm of Winslow, Lanier & Co., Bankers, in the city of 
 Uew-York, Trustee, of the second part, Witnesseth, that 
 whereas the party of the first part is a corporation, duly 
 formed according to laws of the States of Illinois and Wis¬ 
 consin, by the consolidation of all the stock, property, rights, 
 franchises and interests of two rail-road companies, herein¬ 
 after named, to wit: The Illinois and Wisconsin Rail-Road 
 Company of the state of Illinois, and the Rock River Yalley 
 Union Rail-Road Company of the state of Wisconsin : 
 
 And whereas fdrther, the said Illinois and Wisconsin 
 Rail-Road Company, in the construction of their rail-road 
 
17 
 
 between the City of Chicago and the State line of Wisconsin, 
 have heretofore made and delivered bonds which are now 
 outstanding, to the amount of fifteen hundred thousand dol¬ 
 lars, bearing seven per cent, interest, payable semi-annually, 
 and the principal payable on the first day of July, in the year 
 eighteen hundred and seventy-three, which said bonds are se¬ 
 cured by a mortgage on the seventy miles of line of road of 
 said Illinois and Wisconsin Rail-Road Company within the 
 State of Illinois, executed to Julius Wadsworth, David Hoadly 
 and J. E. Williams, Trustees : 
 
 And whereas it is desirable and necessary to provide for 
 and retire and cancel said fifteen hundred thousand dollars of 
 Illinois and Wisconsin Rail-Road Company’s bonds, and sat¬ 
 isfy and discharge the mortgage upon the Illinois portion of 
 said company’s rail-road, by which they are secured: 
 
 And whereas more than three-fourths of the holders of the 
 said Illinois and Wisconsin Rail-Road Company’s bonds have 
 already stipulated, in writing, to surrender the same in ex 
 change for a like number of the bonds of the Chicago, St. 
 Paul and Fond du Lac Rail-Road Company, proposed here¬ 
 inafter to be issued: 
 
 And whereas further, it is also desirable and necessary, 
 in order to meet the present wants and provide for the com¬ 
 pletion of the construction and equipment of said company’s 
 rail-road from Chicago to Janesville and to Fond du Lac, 
 (about 178 miles,) that there shall be made and issued in all, 
 for all the purposes above named, three millions of dollars of 
 bonds of the said Chicago, St. Paul and Fond du Lac Rail- 
 Road Compan} 7 , to be secured by a mortgage upon the entire 
 line of rail-road of said company from the city of Chicago, in 
 Illinois, to the City of Fond du Lac, in Wisconsin; all of 
 which said bonds (except as hereinafter provided) shall be for 
 the sum of one thousand dollars each, and shall be equally 
 secured by this mortgage, without reference to priority of date 
 or issue; and fifteen hundred of which said bonds, for one 
 thousand dollars each, shall be sacredly held by said Trustee 
 herein before named, or his successor, until delivered in ex¬ 
 change for a like number of said outstanding Illinois and 
 
 2 
 
18 
 
 Wisconsin Rail-Road bonds, to be retired and cancelled from 
 time to time, as surrendered by the holders thereof: 
 
 All of said bonds, so to be issued, to be payable on the first 
 day of August, 1885, together with seven per cent, interest 
 thereon from the date thereof, to be paid semi-annually, on 
 the first days of February and August in each year. Said 
 bonds to be numbered consecutively from number one up¬ 
 wards, and to be signed by the President and Treasurer, and 
 countersigned by the Secretary, and sealed with the seal of 
 the said Chicago, St. Paul and Fond du Lac Rail-Road Com¬ 
 pany, and the coupons or interest warrants thereto subjoined 
 shall be signed by the Secretary or Assistant Secretary of said 
 company; and all of said bonds, except as hereinafter pro¬ 
 vided, shall be substantially in the following form, to wit: 
 
 UNITED STATES OF AMERICA. 
 
 States of Illinois and Wisconsin. 
 
 ( 
 
 CHICAGO, ST. PAUL AND FOND DU LAC RAIL-ROAD COMPANY. 
 
 No. $1,000. 
 
 Know all men by these presents, that The Chicago, St. 
 Paul and Fond du Lac Rail-Road Company are indebted to 
 James Winslow, of the firm of Winslow, Lanier & Company, 
 Bankers, of the City of New-York, or bearer, in the sum of one 
 thousand dollars,lawful money of the United States of America, 
 which the said company promise and agree to pay the said 
 James Winslow, or bearer hereof, on the first day of August, 
 A. D. 1885, at the office of said company in the City of New- 
 York, with interest thereon at the rate of seven per centum 
 per annum, payable semi-annually by the said company, at 
 the said company’s office in New-York, on the first days of 
 August and February in each year, on the presentation and 
 surrender of the annexed coupons, as they severally become 
 due. And in case of the non-payment of interest for any 
 half year when demanded as aforesaid, and the same remain¬ 
 ing in arrear for six months thereafter, the principal shall 
 become due and payable on demand from and after the date of 
 
19 
 
 such default, with interest then accrued and in arrear. And 
 the said rail-road company also agree to transfer to the holder 
 hereof, at any time hereafter when the holder elects to receive 
 the same, (on delivery of this obligation and the unpaid cou¬ 
 pons or interest warrants hereto annexed or belonging, to the 
 Trustee or to the Treasurer of said company,) ten shares, of 
 one hundred dollars each, in the capital stock of said com¬ 
 pany, in exchange and satisfaction of this obligation. 
 
 This bond is one of a series of bonds of like tenor and 
 date, executed and issued in conformity with resolutions 
 passed by the Board of Directors of the said company, on 
 the thirtieth day of March, A. D. one thousand eight hundred 
 and fifty-five, authorizing bonds to be issued, amounting, in 
 the aggregate, to three millions of dollars; and the holder 
 hereof is entitled to the security derived from a mortgage, 
 bearing date on the first day of August, A. D. one thousand 
 eight hundred and fifty-five, and duly recorded, upon the said 
 company’s line of road from the City of Chicago, in the State 
 of Illinois, via the City of Janesville, to the City of Fond du 
 Lac, in the State of Wisconsin, including the depot grounds, 
 depots, rolling stock and machinery, and all the rights, fran¬ 
 chises, privileges and appurtenances thereto belonging, exe¬ 
 cuted and delivered to the said James Winslow, in trust, to 
 secure the payment of the principal and interest on said 
 bonds. 
 
 The holder hereof will also be entitled to the benefits de¬ 
 rived from a sinking fund of one and a quarter per centum 
 per annum on the amount of bonds of this series, from time 
 to time issued, outstanding, and not converted into stock of 
 this company, and amounting to $37,500 per annum, in case 
 the whole three millions of bonds herein named be issued and 
 remain outstanding—said sinking fund to be set apart annu¬ 
 ally by the said company as specified and provided for in 
 said mortgage, being a sufficient amount to redeem the whole 
 three millions of dollars secured by said mortgage within 
 thirty years from the date of said bonds, and before the same 
 fall due. 
 
 This bond shall not be deemed obligatory or valid until the 
 
20 
 
 proper certificate of the above named Trustee, or his successor 
 thereon, shall be duly signed by him. 
 
 This bond may pass by delivery, or may be registered on 
 the books of the company, at the option of the holder, after 
 which no transfer shall be valid, unless it be registered as 
 aforesaid, and a certificate thereof endorsed on the bond by the 
 Treasurer. Provided, however, that it may be transferred on 
 said books to bearer, and thereafter pass by delivery. 
 
 In Witness whereof, the said company have caused their 
 corporate seal to be hereto affixed, and their President and 
 Treasurer to sign, and their Secretary to countersign the same, 
 and have also caused the coupons hereto annexed to be 
 signed by their Secretary, this first day of August, in the year 
 of our Lord one thousand eight hundred and fifty-five. 
 
 President. 
 
 [Seal.] 
 
 Countersigned by 
 
 Treasurer. 
 
 Secretary. 
 
 It is mutually understood and hereby provided, however, 
 that not exceeding one million of dollars, or one-third in amount 
 of the issue of bonds herein before proposed, may, at the option 
 of said first party hereto, be issued in either the French or any 
 other language, and in or for such sum or sums or amount as 
 said first party shall think proper, and may be issued and 
 made payable in pounds sterling, or in francs instead of dol¬ 
 lars, at the option of said first party ; and the interest thereon, 
 or an} 7 portion thereof, or the principal of said bonds, or any 
 of them, may be made payable in like or similar currency, in 
 London or Paris, or elsewhere in Europe, or in Hew-York, at 
 the option of said first party hereto. 
 
 How this Indenture further witnesseth, that the party 
 of the first part, in consideration of the premises, and of the 
 sum of one dollar to them in hand paid by the party of the 
 second part, the receipt whereof is hereby acknowledged, 
 and in order to secure the payment of the bonds so to be 
 issued, as herein above described and defined, amounting, in 
 the aggregate, to three millions of dollars, together with the 
 
21 
 
 interest thereon, as the same shall from time to time fall due, 
 have granted, bargained, sold, conveyed and transferred, and 
 by these presents do grant bargain, sell, convey and transfer, 
 unto the party of the second part, and his successor or suc¬ 
 cessors in the trust hereinafter expressed, all and singular 
 the rail-road of the said company, from Chicago, in the State 
 of Illinois, via Woodstock, to Janesville, in the State of Wis¬ 
 consin, and thence, via Watertown, to the City of Fond du Lac, 
 in Wisconsin, together with all the rights of way, depot grounds, 
 railways, rails, bridges, fences, stations, station-houses and 
 other buildings, and all the lands and hereditaments by the 
 party of the first part now held in their name, or hereafter 
 to be acquired, in connection with their said railway, or re¬ 
 lating thereto, whether obtained under the rights and privi¬ 
 leges of their several charters, or conveyed to them by deed ; 
 and also all the tolls, incomes, rents, issues and profits, and 
 corporate or other franchises of them, the party of the first 
 part, connected with their said line of railway, or relating 
 thereto; and also all the locomotive engines, tenders, cars of 
 every kind, machinery, machine-shops, tools and implements, 
 wood and property, connected with the proper equipment, 
 working, operating and conducting of the said road now 
 owned, or hereafter to be acquired by the party of the first 
 part, for or appurtenant to the aforesaid line of road, in 
 substitution of those now owned or otherwise, all of which 
 personal chattels are declared to be fixtures and appurte¬ 
 nances, and are to be used and sold therewith, and not 
 separated therefrom, and are to be taken as a part thereof: 
 But nothing herein contained shall be so construed as to pre¬ 
 vent the party of the first part from selling, hypothecating or 
 otherwise disposing of any city or county bonds or mortgages, 
 stocks or other securities received in payment or security for 
 stock or otherwise ; nor shall this mortgage be deemed or con¬ 
 strued to include or incumber any lands, lots or other property 
 of the first party hereto, which are not necessarily retained 
 for their road or roadway, or included in their depots or sta¬ 
 tion grounds, or required for the construction, operation, main¬ 
 tenance or convenient use of the same, and which said first 
 
22 
 
 party may deem it to be for the interest of said company to 
 lease, sell or otherwise dispose of; and especially are the lots 
 and grounds of said first party adjacent to their depot grounds 
 in Chicago, (a negotiation for the sale of which, to the Chicago 
 and Milwaukie Rail-Road Company, for their depot grounds, 
 is now pending,) reserved from this mortgage. 
 
 Pkovided, however, that the proceeds of any and all 
 leases, sales or other disposition of such lands and property 
 shall be faithfully applied to the payment of the debts or ob¬ 
 ligations of said company, or used in aid of the construction 
 or equipment of said company’s road or roads. 
 
 And the said party of the first part hereby further cove¬ 
 nant and agree, to and with the said party of the second part, 
 his successor or successors in the trust hereby created, that 
 for the further security and ultimate redemption of the said 
 mortgage bonds, to be issued by virtue of this mortgage, they 
 will annually, on or before the first day of December, in each 
 year hereafter, beginning with the first day of December, one 
 thousand eight hundred and fifty-eight, until the principal of 
 said bonds is fully paid, set apart and appropriate from the 
 earnings of the said road for the preceding twelve months, 
 and deposit with the aforesaid Trustee, party of the second 
 part, or his successor in the trust, who is hereby made, con¬ 
 stituted and appointed the further trustee or receiver of the 
 first parties hereto, and of all the holders of the mortgage 
 bonds to be issued by virtue of this mortgage as aforesaid, for 
 the purposes hereinafter mentioned, the just and full sum of 
 one and one-fourth per cent, (equal to $37,500 on $3,000,000) 
 per annum on all outstanding unconverted bonds secured by 
 this mortgage, which, together with the accumulation of inter¬ 
 est thereon, will form a capital sufficient to pay and discharge 
 the entire principal of all the mortgage bonds contemplated 
 to be issued by virtue of the several provisions of this mort¬ 
 gage, on or before the maturity of the said bonds, the first 
 setting apart and appropriation of said sinking fund to be 
 made and deposited on the first day of December, Anno Domi¬ 
 ni one thousand eight hundred and fifty-eight; and the said 
 sinking fund or several sums of money thus set apart and ap¬ 
 propriated, with all accumulations of interest, shall, as soon as 
 
23 
 
 practicable thereafter, be laid out and invested by the said 
 Trustee, or his successor, in the purchase of the mortgage 
 bonds to be issued under this mortgage, whenever any or 
 either of the said mortgage bonds can be purchased at or 
 under par, and the accrued interest on the same at the date 
 of the purchase. In case the securities of the said company 
 before specified cannot be procured or purchased on the 
 terms aforesaid, then and in that case, the said Trustee, or his 
 successor, shall, from time to time, invest the said fund, under 
 the advice and direction of the Board of Directors of the party 
 of the first part, in said bonds or in such securities as shall be 
 deemed most safe and profitable for the party of the first 
 part: provided, however, that the obligation of the party of 
 the first part to make such annual deposits to the said sink¬ 
 ing fund as aforesaid, shall cease and determine as soon as 
 the funds and securities placed in the hands of the said 
 Trustee, or his successor, shall, with the accumulation of 
 interest thereon, form a capital sufficient to pay and discharge? 
 at the maturity thereof, all the outstanding unconverted 
 bonds issued hereunder. The said Trustee, or his succes¬ 
 sor, shall at all times keep a proper and correct registry 
 and account of the said several securities and funds to be 
 held by them as aforesaid, and belonging to the said sinking 
 fund, for the inspection and examination of the parties hereto, 
 and of any of the stockholders or bondholders of the road ; 
 and shall, annually, during the continuance of the said trust, 
 render to the first party hereto a written statement, showing 
 the true state and condition of the said sinking fund ; and 
 when any of the aforesaid securities of the party of the first 
 part shall have been purchased for the use of the sinking fund, 
 the same shall, as soon as purchased, be cut, cancelled and re¬ 
 tired by the said Trustee, or his successor, and shall from time 
 to time, and as soon as conveniently may be after such pur 
 chase, be returned by the said Trustee, or his successor, to said 
 company, to be by them duly registered and destroyed in the 
 presence of the President, Treasurer and Secretary of said com 
 pany, or in the presence of a committee of three directors of 
 said company and of said Trustee; and proper vouchers shall 
 be given said Trustee for all such cut and cancelled bonds so 
 
 O 
 
24 
 
 returned by him and registered and destroyed in his presence 
 by said company. There shall be added to said sinking fund, 
 however, annually, by said party of the first part, an amount 
 equal to the annual interest on all of said company’s bonds 
 which may be from time to time so purchased, cancelled and 
 destroyed as aforesaid. The said Trustee, or his successor, 
 shall apply the funds and available securities in his hands to 
 the payment and redemption of the said mortgage bonds 
 issued hereunder, at their maturity, rendering the overplus, 
 if any, to the party of the first part, or their assigns. 
 
 The party of the first part hereto, however, reserves the 
 right at any time hereafter to appoint any other proper per¬ 
 son or persons, or incorporated company, in the City of New- 
 York, to discharge the duties hereby conferred upon the party 
 of the second part, or his successor, in relation to receiving and 
 investing the proceeds of the said sinking fund, and thereafter 
 all the duties and obligations, rights and privileges herein 
 conferred upon the party of the second part in relation to the 
 said sinking fund, shall cease and determine, and the person 
 or persons, or incorporated company so appointed, shall 
 thereupon become such special trustee or receiver, and shall be 
 vested with all the rights, estate, powers and privileges herein 
 conferred upon the said second party hereto, in connection 
 with or in relation to said sinking fund ; and the said second 
 party hereto, or his successor, so superseded, shall, upon re¬ 
 quest, forthwith assign, transfer and deliver to such substi¬ 
 tuted trustee or receiver all funds, property and securities 
 belonging to said sinking fund, so deposited wfith and held by 
 him as aforesaid : 
 
 To have and to hold the said granted premises unto the 
 said party of the second part, and his successors in the trust, 
 on the trusts and for the purposes following, that is to say: 
 that if the interest on any of the bonds so to be issued 
 shall not be paid by the party of the first part when 
 the same shall fall due, and if such interest shall remain in 
 arrear for six months, so that, according to the general tenor of 
 the said bond, the principal thereof should become demanda- 
 ble, or in case the party of the first part shall fail, neg¬ 
 lect or refuse to set apart, appropriate and deposit with the 
 
25 
 
 said Trustee, or his successor, the said several sums of money, 
 or any or either of them, fur the purposes of a sinking fund, 
 at the times and in the manner herein before particularly set 
 forth and provided, or in case the principal of said bonds, 
 or any of them, shall not be paid at their maturity, then 
 it shall be lawful for the party of the second part, and his 
 successors in the trust, to take possession of all and sin¬ 
 gular the said premises, property and franchises so con¬ 
 veyed and transferred, or so expressed to be, and to sell 
 the same at public auction to the highest bidder, on ad¬ 
 vertisement specifying the time and place of sale, published 
 in three principal daily newspapers printed in the City of 
 New-York, and in one such newspaper printed in the City of 
 Chicago, and in one newspaper in each of the cities of Janes¬ 
 ville and Fond du Lac, to be continued for sixty days imme¬ 
 diately preceding said sale, or for such shorter time, not less 
 than twenty days, as the party of the first part may assent 
 to, and to execute a proper, full and legal conveyance on 
 the sale to the purchaser or purchasers thereof; and out 
 of the proceeds thereof, and the income next mentioned, 
 after deducting just allowances and expenses, to pay first 
 the interest in arrear on the said bonds so to be issued, which 
 are at that time outstanding and not converted nor purchased 
 for the sinking fund, and then to pay the principal thereof in 
 full or ratably, so far as such proceeds and income shall 
 suffice; and from such default until such sale it shall be law¬ 
 ful for said party of the second part, Trustee as aforesaid, 
 and his successors in the trust, to cause the said road to be 
 used and its business conducted by themselves, or such agents, 
 receivers, superintendents, managers and servants as they may 
 appoint, and to apply the net income received therefrom to the 
 payment of interest and principal,in the order above express¬ 
 ed ; and for all the reasonable charges and expenses of so 
 conducting the said road and its needful repairs, and the 
 management of the said business, the acting Trustee shall be 
 indemnified out of the proceeds of the sale of the said road, 
 if needful, as well as out of its receipts and income: and in 
 case any surplus shall remain in the hands of the said Trustee 
 
26 
 
 or his successors, the same shall be paid to the party of the 
 first part, their successors or assigns. 
 
 Provided always, and the grant and conveyance herein 
 contained are upon this express condition, that if the said 
 party of the first part shall well and truly pay the interest 
 on the said bonds, so to be issued as aforesaid, as the same 
 shall fall due and be demanded, and also the principal thereof 
 when the same shall fall due, or shall exhibit the said bonds, 
 cancelled, to the party of the second part, or his successor 
 in the trust, then the estate, title and interest of the party 
 of the second part, and his successor in the trust, shall cease 
 and determine, and become void, but otherwise they shall 
 remain in full force and virtue. 
 
 Provided further, that if for any cause it shall hereafter, 
 pending the existence of this mortgage, be deemed advisable, 
 by the said party of the first part, to lease, sell or otherwise 
 dispose of any portion or portions of their said line of rail-road 
 named herein, other than that portion of said line between 
 Chicago and Janesville, the said party of the second part, or 
 his successors, may and shall, from time to time, as may be 
 required of him by said party of the first part, on the receipt 
 and cancelment of not less than seventeen thousand dollars 
 ($17,000) of the principal of the aforesaid bonds, secured by 
 this mortgage, for each and every mile of the line of said 
 road so leased, sold or otherwise disposed of, release and 
 discharge the same by proper instrument in writing, under 
 seal, from this mortgage and from all liens or incumbrance by 
 virtue hereof; said release and discharge of any portion of 
 said line of road, however, shall not include the rolling stock 
 and furniture in use thereon. 
 
 And the party of the first part hereby covenant with the party 
 of the second part, and his successors in the trust, for the bene¬ 
 fit of those to whom the said bonds shall be delivered, and their 
 assigns, that the said party of the first part shall and will, 
 at the reasonable request of the party of the second part, and 
 his successors in the trust, make and execute all further as¬ 
 surances, conveyances and instruments needful or proper to 
 assure or convey unto him, upon the trusts and conditions 
 herein contained, all the said premises expressed to be granted 
 
 * 
 
27 
 
 as aforesaid, together with all personal property, furniture and 
 effects, acquired, or which may or shall hereafter be acquired, 
 and all fixtures (as above described) which may hereafter ap¬ 
 pertain to the said road. 
 
 And it is mutually understood and agreed, that on default 
 as above, as to principal or interest on any of the bonds so to 
 be issued, or as to any payment to the said sinking fund, the 
 party of the second part, and his successor in the trust, shall, 
 on the request in writing of bona fide holders of such bonds to 
 the aggregate amount of one hundred thousand dollars, en¬ 
 force and exercise the aforesaid, powers of entry and sale and 
 intermediate conducting of the road ; but until such default 
 shall happen, and possession shall be so required to be taken 
 as aforesaid, the party of the first part shall continue in the 
 possession and management of the granted premises. 
 
 And it is further mutually agreed, that in case of the 
 death, mental incapacity or resignation of the said party of 
 the second part, all his estate, right, interest, power and con¬ 
 trol in the premises shall be divested, cease and determine, 
 and the same shall from thenceforth, for the purposes afore¬ 
 said, be vested in, and all and singular the trust and duties 
 herein before enumerated shall devolve upon Leonard C. 
 Winslow, of the City of hfew-York, without any further as¬ 
 surance or conveyance of or for the same. 
 
 And it is mutually agreed, as the condition on which the 
 party of the second part has assented to these presents, that 
 until default of payment under the bonds so to be issued, or 
 some of them, shall occur, and he be requested to act as afore¬ 
 said, no active duty on his part shall be required, and thathe 
 shall not be responsible at any time for the default or miscon¬ 
 duct of the agents by him to be employed in his discretion, 
 but he shall be bound to the exercise of ordinary diligence. 
 
 And that in case of the death, removal or permanent disa¬ 
 bility of the said Leonard C. Winslow, after the trust hereby 
 created shall have devolved upon him, or in case of vacancy 
 in the trust from any cause, it shall be lawful for the said 
 party of the first part, with the assent in writing of the bona 
 fide holders of the said bonds to the amount of one hundred 
 thousand dollars, (such holders at the time not being directors 
 
28 
 
 or stockholders in the said company,) to appoint and substi¬ 
 tute, from time to time, by an instrument in writing under 
 their corporate seal, other persons as trustees to vacancies so 
 occurring, in whom the estate, interests, trusts and powers here¬ 
 in granted or created shall be vested from such appointment. 
 
 And it is further provided, that a majority in interest 
 of the holders of the said bonds may at all times, by an in¬ 
 strument in writing and under seal, constitute and appoint 
 any other person as trustee in place of the said party of the 
 second part, or his successor, in which case this grant shall 
 operate in favor of the person so constituted and appointed 
 to the same extent as this indenture operates in favor of the 
 party of the second part named herein. 
 
 And said person, thus appointed by a majority of the bond¬ 
 holders, shall notify the party of the second part hereto of 
 his said appointment, either personally, or by addressing him 
 through the post-office by letter, directed to him at his last 
 place of residence, and shall thereafter possess all the powers, 
 rights, privileges and estate vested by this instrument in the 
 said party of the second part, and shall become his successor 
 to all intents and purposes whatsoever. 
 
 It is further understood, that the holders of a majority 
 in amount of the bonds issued in pursuance hereof, and 
 which are at the time outstanding, shall be regarded as con¬ 
 stituting the majority in interest of the bondholders. 
 
 In witness whereof, the parties to these presents have 
 hereunto interchangeably set their seals, (the parties of the 
 first part their corporate seal,) and have signed these presents, 
 the parties of the first part by their President and Treasurer, 
 the day and year first above written, in duplicate. 
 
 SEALED AND DELIVERED ) 
 
 IN PRESENCE OF ) 
 
 The Chicago, St. Paul and Fond du Lac 
 Rail-Road Company, by 
 
 President. 
 
 The Chicago, St. Paul and Fond du Lac 
 Fvail-Road Company, by 
 
 Treasurer. 
 
29 
 
 (Form of Coupon to the said Bond.) 
 
 Bond No. $35. 
 
 THE CHICAGO, ST. PAUL AND FOND DU LAC KAIL-ROAD COMPANY 
 
 Will pay thirty-five dollars to the holder hereof, on presenta¬ 
 tion at the office of the company in the City of New-York, 
 being semi-annual interest, due February first, 1856. 
 
 Secretary. 
 
 (Certificate of Trustee on the back of said Bond.) 
 
 I hereby certify that the Chicago, St. Paul and Fond du 
 Lac Bail-Koad Company have executed to me a deed of trust 
 or mortgage, conveying the entire line of road of the said 
 company from Chicago, via Janesville, to Fond du Lac, with 
 all its appurtenances, as specified in said instrument, in trust 
 for the benefit of the holders of their bonds of similar tenor 
 to the within, to be issued to an amount not exceeding in all 
 three millions of dollars, with power to take possession of 
 and use and sell the same, or any part thereof, after a default 
 in paying the interest or principal of said bonds, or any pay¬ 
 ment to the sinking fund ; and that the foregoing is one of 
 the several bonds described in and secured by said deed, and 
 that I have caused the said deed to be recorded in the several 
 counties and states through which the said road passes. 
 
 Trustee. 
 
30 
 
 POPULATION OF THE CITY OF CHICAGO. 
 
 In 1840,. 4,479 
 
 “ 1843,. 7,580 
 
 “ 1845,. 12,088 
 
 “ 1846,. 14,162 
 
 “ 1847,. 16,859 
 
 “ 1848,. 20,023 
 
 “ 1849,. 23,047 
 
 “ 1850,. 28,269 
 
 “ 1852,. 38,733 
 
 “ 1853,. 60,662 
 
 “ 1855,..... 84,329 
 
 POPULATION OF WISCONSIN. 
 
 In 1830,. 3,245 
 
 “ 1836,. 11,683 
 
 “ 1838,. 18,139 
 
 “ 1840,. 30,925 
 
 “ 1842,. 44,473 
 
 “ 1846,. 155,277 
 
 “ 1847,. 210,546 
 
 “ 1850,. 305,566 
 
 “ 1855,. 573,693 
 
 POPULATION OF THE COUNTIES IN WISCONSIN ON THE LINE OF 
 THE CHICAGO, ST. PAUL AND FOND DU LAC RAIL-ROAD, AND 
 TRIBUTARY THERETO. 
 
 
 
 1850. 
 
 1855. 
 
 Rock County,. 
 
 
 31,364 
 
 Walworth County,. 
 
 . 17,862 
 
 21,374 
 
 Jefferson 
 
 do. 
 
 
 26,866 
 
 Dodge 
 
 do. 
 
 . 19,138 
 
 33,254 
 
 Fond du Lac do. 
 
 . 14,510 
 
 29,923 
 
 Dane 
 
 do. 
 
 . 16,339 
 
 37,500 
 
 Sauk 
 
 do. 
 
 . 4,371 
 
 14,968 
 
 Green 
 
 do. 
 
 
 14,716 
 
 Columbia 
 
 do.... 
 
 
 17,960 
 
 Marquette 
 
 do. 
 
 
 14,824 
 
 Winnebago 
 
 do.. 
 
 
 17,448 
 
 Calumet 
 
 do. 
 
 
 3,633 
 
 
 
 143,821 
 
 263,830 
 

 
 
 
 
 
 
 
 
 
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