in the accomplishment of every measure that will add to the happiness or promote the prosperity of our constituents. STEVENS T. MASON.

January 7, 1839.

Documents accompanying the Governor's message.
Contract with the Morris Canal and Banking Company.

Articles of agreement entered into this first day of June, in the year of our Lord eighteen hundred and thirty-eight, between the people of the state of Michigan, by Stevens Thompson Mason, Governor of the said state of Michigan, acting in behalf of the people and under the authority of the state aforesaid, of the first part, and the Morris canal and banking company, a body politic and corporate, for themselves and their successors, of the second part.

It is agreed between the parties, as above mentioned, as follows:

First. The parties of the first part have contracted with and employed, and do hereby contract with and employ, the parties of the second part as agents to sell the bonds issued and to be issued by the state of Michigan, by virtue of the act of the legislature of said state, entitled "An act authorizing a loan of a sum of money not exceeding five millions of dollars," approved the twenty-first day of March, eighteen hundred and thirty-seven, and an act supplementary thereto, approved the fifteenth day of November, eighteen hundred and thirty-seven, also an act entitled "An act authorizing a loan of one hundred thousand dollars for the relief of the Allegan and Marshall railroad company," and an act entitled "An act authorizing a loan of a sum not exceed ing one hundred thousand dollars, for the benefit of the Ypsilanti and Tecumseh railroad company," the two latter approved on the sixth day of April, eighteen hundred and thirty-eight, bearing interest at the rate of six per cent per annum, payable semi-annually, the principal and interest to be made payable in the city of New York, and in the lawful money of the United States, and redeemed at any time after the years eighteen hundred and fiftynine and eighteen hundred and sixty-three, as provided for by the aforesaid acts of the legislature of the said state, to be sold by the said agents, the parties of the second part, at such times and in such parcels, and either in this country or in Europe, as they may deem advisable and for the best interests of those concerned therein. And the parties of the first part shall allow to the parties of the second part, for their agency and services in the premises, and in consideration thereof, a commission of two and a half per cent on the proceeds of sales, which is also to be in lieu

of all other expenses that may be incurred in the negotiation and sale of said bonds, and to be by said agents deducted from the proceeds of said sales.

Second. The parties of the second part shall have and deposite the proceeds of said sales, and of any benefit to be derived from the difference of exchange, in case the principal or any part thereof shall be contracted for and received in Europe, in the city of New York, ready to be there delivered to the parties of the first part or to such person or persons as may be duly authorized to receive the same, and they,the parties of the second part, hereby guaranty the safe transmission thereof to the city of New York, in case the sales be made and payable elsewhere, and they, the parties of the second part, further guaranty and agree, that in case the sales of the said bonds shall be so negotiated as that the whole proceeds of such sales, and of the benefit of the exchange as above mentioned, if any, shall not equal the par value of the aggregate amount of the bonds sold, they, the parties of the second part, shall make up the deficiency, viz: they shall and will allow and pay to the parties of the first part, or such person or persons as may be duly authorized to receive the same, in addition to such proceeds, the difference between the said proceeds and the par value of said bonds, after deducting their commissions as aforesaid on the par value, which is to be allowed them; and in case the sums realized on the sale of the said bonds shall amount to par, the parties of the second part shall allow and pay such proceeds in the city of New York as aforesaid, after deducting their commissions as aforesaid, and the parties of the second part shall and will advance and pay such proceeds in the city of NewYork as aforesaid, after deducting their commissions as aforesaid, at the times hereinafter mentioned, viz: two hundred and fifty thousand dollars to be paid and advanced in cash on the execution of this contract; one million and fifty thousand dollars, as may be required by the parties of the first part or on their behalf, the same being subject to their order; and the re. sidue of such of the proceeds as are to be paid over under this contract, shall be paid quarterly in sums of two hundred and fifty thousand dollars each, the first payment thereof to be made on the first day of July, in the year of our Lord eighteen hundred and thirty-nine, until the whole of such proceeds shall have been paid, whether the said parties of the second part shall be in funds from the proceeds of such sales to meet the instalments or otherwise. And in consideration of the above guaranty and stipulations in this clause mentioned, it is further agreed, that whatever sum may be realized on the sale of the aforesaid bonds, over and above the par value, such excess, to the amount of five per cent and under, shall be equally divided between the parties hereto. The parties of the second part to retain their half thereof, and all

beyond the said five per cent shall be retained by the parties of the second part. The portions of such excess so to be retained by them, to be in addition to their commission of two and a half per cent on the par value of the whole five millions as aforesaid. Third. The said bonds shall be drawn in such sums, in such forms, and be delivered to the parties of the second part at such times as may be desired by them prior to the instalments becoming due; the same to be prepared, nevertheless, conformably with the laws authorizing the issuing thereof.

Fourth. One million three hundred thousand dollars of said bonds are to be delivered to the said parties of the second part on the execution of this contract, and such further delivery of the bonds is from time to time to be made to the said parties of the second part, as always to put them in possession of one million of dollars in bonds in advance of the payment by them actually made to the said parties of the first part, or the person or persons authorized to receive the same.

Fifth, The said parties of the second part are to have the option of paying over in the city of New York, the balance of five millions of dollars, deducting thereout their commissions of two and a half per cent, or any part of such balance, and receiving the residue of the bonds of five millions of dollars, on thirty days' notice, to be given in writing to the Governor for the time being of the state; and whatever may remain to be paid, if any, shall be paid over by the parties of the second part in the city of New York, as soon thereafter as the whole bonds can be disposed of and realized and the account closed.

Sixth. It is further agreed that all and singular, the bonds of five millions of dollars above mentioned, are to be delivered to the parties of the second part at their banking house in Jersey city, in the state of New Jersey. And it is further agreed and understood, in consideration of the premises, and more particularly of the above guarantees entered into by the parties of the second part, that this agency shall be irrevocable, and shall continue in full force until all the services and stipulations herein mentioned shall be fully performed and consummated.

In witness whereof, his excellency the Governor of the said state, in the name and on behalf of the people of the said state of Michigan, has hereunto set his hand and affixed his seal, and the parties of the second part have caused their corporate seal to be hereunto affixed and attested by their vice president and cashier, the day and year first above written.

In presence of

STEVENS T. MASON, [L. S.]
The Morris canal and banking company,
by E. R. BIDDLE, V. Pres't, [L. s.]

CH. B. BURCH,
WALTER BETTS, Jr.

Attest: ISAAC GIBSON, Cash'r.

Supplementary Agreement relative to Internal Improvement Loan. Memorandum of an agreement made and entered into this fourth day of June, A. D., 1838, by Stevens T. Mason, Governor of the state of Michigan, with the Morris canal and banking com

pany.

Whereas, the said Morris canal and banking company have passed to the credit of the said Stevens T. Mason, the sum of one million three hundred thousand dollars, for an amount of Michigan six per cent bonds equal at par to that sum:

Now, in consideration of such payment as aforesaid, the said Stevens T. Mason does hereby agree to receive said sum of one million three hundred thousand dollars, in the notes of the Morris canal and banking company, and to disburse them so far as the exigencies of the state of Michigan may allow, as follows, to wit: two hundred and fifty thousand dollars on or about the first day of August next; one hundred thousand dollars on or about the first day of September next, and one hundred thousand dollars on the first days of each of the ensuing months.

In witness whereof, the said Stevens T. Mason has hereunto set his hand and seal, the day and year first above written. STEVENS T. MASON, [L. S.]

Morris Canal Company's Agreement for Ninety Day Drafts. Whereas, the Morris canal and banking company have contracted with the Hon. S. T. Mason, Governor of the state of Michigan, to sell the bonds of said state, and have a commission for said agency, as stipulated in a contract bearing date the first day of June, 1838.

And whereas, it was agreed and understood between the parties, that the Morris canal and banking company should pay certain sums of money on the account of sale of said bonds, on first day of August next, also on first day of September, October, November, December, January, February, March and April following.

And whereas, it is represented by John Norton, Jr. Esq., cashier of State bank of Michigan, fiscal agent of said state, and acting in behalf of Governor Mason, with his full power, that it will better promote the interest of the state and internal improvement fund, to transfer money to be received on account of above payments, to the treasury of said state, by drawing bills from Detroit on New York, to be accepted by Morris canal and banking company, than to transfer the amount from New York to Michigan, as was intended to be done (when contract was executed) in bank bills.

It is hereby mutually agreed and understood, by and between

the Morris canal and banking company and said John Norton, Jr., acting in behalf of said Governor Mason, that said John Norton shall draw bills from Detroit on the Morris canal and banking company, payable at an average of not less than ninety days, after aforesaid instalments severally become due and payable.

And it is further agreed by the parties to these presents, that said bills, when drawn in conformity with foregoing stipulations, and by authority of Governor Mason, shall be accepted and paid by Morris canal and banking company.

And it is further agreed by said Norton, that in consideration of these presents, and especially in consideration of said Morris canal and banking company accepting when presented, and paying said bills when due, for amount of each instalment, they shall be considered and received as payment in full for the several instalments, in the same manner as though each payment was made in cash, on the day they are understood to be due by the original understanding and agreement.

New York, 14th July, 1838.

In presence of

M. GRISWOLD.

JOHN NORTON, Jr.
E. R. BIDDLE, V. P.

of Morris canal and banking company.

S. T. Mason to E. R. Biddle, Nov. 3, 1838.

New York, November 3, 1838.

Dear Sir-The approaching session of our state legislature, requires that I should be prepared to present the state of the agency of the Morris canal and banking company for the negotiation of $5,000,000, under my contract of May last. You will, therefore, oblige me by furnishing a full statement of the sale of bonds up to this date, by your company; and at the same time, I should be pleased to receive such general suggestions on the subject, to be presented to the legislature, as would be calculated to promote the measure entrusted to your care.

I am, respectfully,

(Signed)

E. R. BIDDLE, Esq., Vice President, &c.

S. T. MASON.

E. R. Biddle's Report, Nov. 10. 1838.

OFFICE OF THE MORRIS CANAL AND BANKING Co.,

November 10, 1838.

Sir-I have received yours of the third instant, requesting a statement and report of the condition of the bonds negotiated by