2. Upon the adoption and approval of this agreement by the respective shareholders of the constituent corporations, the facts shall be certified on this agreement and this agreement shall be signed, acknowledged, filed and recorded in the manner required by section _________ of the _________[state] general corporation law.

3. The merger of XYZ into ABC shall become effective upon the filing and recording of this agreement, pursuant to section _________ of the _________[state] general corporation law, in the office of the Secretary of State of the State of _________ and the offices of the respective recorders of the Counties of _________, State of _________. The date on which the taking of the actions in this paragraph is completed is referred to in this agreement as the "merger date."

Article II.

Name and Continued Corporate Existence of Surviving Corporation

The corporate name of ABC Corporation, the constituent corporation whose corporate existence is to survive this merger and continue thereafter as the surviving corporation, and its identity, existence, purposes, powers, objects, franchises, rights and immunities shall continue unaffected and unimpaired by the merger, and the corporate identity, existence, purposes, powers, objects, franchises, rights and immunities of XYZ shall be wholly merged into ABC. Accordingly, on the merger date the separate existence of XYZ, except insofar as continued by statute, shall cease.

Article III.

Governing Law

Certificate of Incorporation

As stated, the laws of _________ shall govern the surviving corporation. From and after the merger date, the amended certificate of incorporation of ABC attached as Appendix A and incorporated with the same force and effect as if here set out in full (which Appendix A represents the composite certificate of incorporation of ABC filed in the office of the Secretary of State of the State of _________ on _________[date], and all amendments now in force, together with further amendments of articles Third, Fourth and Ninth, to read as set forth, which further amendments shall become effective upon the merger date) shall be and become the certificate of incorporation of the surviving corporation. In addition to the powers conferred upon it by law, the surviving corporation shall have the powers set forth in Appendix A and be governed by those provisions. From and after the merger date, and until further amended as provided by law, Appendix A may be certified, separate and apart from this agreement, as the certificate of incorporation of the surviving corporation.

Article IV.

Bylaws of Surviving Corporation

From and after the merger date the present bylaws of ABC shall be and become the bylaws of the surviving corporation until they shall be altered, amended or repealed, or until new bylaws shall be adopted, in accordance with the provisions of law, the bylaws and the certificate of incorporation of the surviving corporation.

Article V.

Directors and Officers

1. The number of directors of the surviving corporation, who shall hold office until their successors have been duly elected and shall have qualified, or as otherwise provided in the certificate of incorporation of the surviving corporation or its bylaws, shall be _________ until changed by action of the board of directors of the surviving corporation pursuant to its bylaws; and the respective names of the first directors of the surviving corporation are as follows:

2. The first annual meeting of the shareholders of the surviving corporation after the merger date shall be the annual meeting provided by the bylaws of the surviving corporation for the year _________.

3. The first officers of the surviving corporation, who shall hold office until their successors have been elected or appointed and shall have qualified, or as otherwise provided in its bylaws, are the officers of ABC immediately prior to the merger date.

4. If, on or after the merger date, a vacancy shall for any reason exist in the board of directors of the surviving corporation, or in any of the offices, the vacancy shall be filled in the manner provided in the certificate of incorporation of the surviving corporation or in its bylaws.

Article VI.

Capital Stock of Surviving Corporation

The capitalization of the surviving corporation upon the merger date shall be as set forth in the certificate of incorporation of the surviving corporation.

Article VII.

Conversion of Securities on Merger

The manner and basis of converting the shares of stock of each of the constituent corporations into shares of stock of the surviving corporation are as follows:

1. Each issued share of common stock, of the par value of $_____ each, of ABC, including shares held in the treasury of ABC, shall, on the merger date continue to be issued shares of common stock, par value $_____ per share, of the surviving corporation. Each of the shares of common stock, par value $_____ per share, of XYZ outstanding on the merger date (called "XYZ stock"), and all rights shall upon the merger date be converted into one share of $_____ convertible preferred stock, par value $_____ per share of the surviving corporation (called the "$_____ series ABC preferred stock").

2. At any time and from time to time after the merger date, each holder of an outstanding certificate or certificates representing shares of XYZ stock shall be entitled, upon the surrender of the certificate or certificates at the office of an exchange agent of the surviving corporation to be designated by the board of directors of the surviving corporation to receive in exchange a certificate or certificates representing the number of shares of $_____ series ABC preferred stock into which the shares of XYZ stock represented by the certificate or certificates surrendered shall have been converted pursuant to paragraph 1 above. No dividend shall be paid by the surviving corporation to the holders of outstanding certificates expressed to represent shares of XYZ stock, but, upon surrender and exchange as provided, there shall be paid to the record holder of the certificate or certificates for $_____ series ABC preferred stock issued in exchange therefor an amount with respect to each such share of $_____ series ABC preferred stock equal to all dividends which shall have been paid or become payable to holders of record of $_____ series ABC preferred stock between the merger date and the date of exchange.

Article VIII.

Assets and Liabilities

1. On the merger date, all property, real, personal and mixed, and all debts due to either of the constituent corporations on whatever account, as well for stock subscriptions as all other choses in action, and all and every other

interest of or belonging to either of constituent corporations shall be taken by and deemed to be transferred to and vested in the surviving corporation without further act or deed; and all property and every other interest shall be as effectually the property of the surviving corporation as it was of the respective constituent corporations, and the title to any real estate or any interest, whether vested by deed or otherwise, in either of the constituent corporations shall not revert or be in any way impaired by reason of the merger; provided, however, that all rights of creditors and all liens upon the property of either of the constituent corporations shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective constituent corporations shall attach to the surviving corporation, and may be enforced against it to the same extent as if the debts, liabilities, obligations and duties had been incurred or contracted by it. Any action or proceeding pending by or against either of the constituent corporations may be prosecuted to judgment as if the merger had not taken place, or the surviving corporation may be submitted in place of either of the constituent corporations. The parties respectively agree that from time to time, when requested by the surviving corporation or by its successors or assigns, they will execute and deliver or cause to be executed and delivered all deeds and instruments, and will take or cause to be taken all further or other action, as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation or its successors or assigns title to and possession of all the property and rights and otherwise carry out the intent and purposes of this agreement.

2. Without limiting the generality of the above, it shall be a specific term of this agreement and of the shareholder approval that upon the merger date there shall be effective in respect of and binding upon the surviving corporation and enforceable against it (a) the restricted stock option plan of ABC, as it shall be in effect on the merger date, and all stock options outstanding on the merger date granted, and (b) all stock options outstanding on the merger date granted under the restricted stock option incentive plan of XYZ adopted in [year] and [year] and under its qualified stock option incentive plan adopted in [year]. Each share of ABC reserved for issuance under the restricted stock option plan of ABC shall be a share of common stock of the surviving corporation reserved for the same purposes. Each share of common stock of XYZ reserved for issuance under the above options granted under the restricted stock option plans and qualified stock option plan of XYZ shall be one share of $_____ series ABC preferred stock of the surviving corporation reserved for the same purposes; and each option to purchase common stock of XYZ which shall be outstanding under the plans of XYZ on the merger date shall become an option to purchase one (1) share of $_____ series ABC preferred stock of the surviving corporation at the same price per share stated in each option and otherwise exercisable upon the terms and conditions and for the respective periods stated in the options.

3. Immediately after the merger date the amount of capital of the surviving corporation which will be represented by its outstanding shares of stock as provided for in Article VII of this agreement will be $_____ per share for each share of common stock, par value $_____ per share, and $_____, for each share of $_____ series ABC preferred stock.

Article IX.

Conduct of Business by Constituent Corporations

Prior to the merger date XYZ shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above XYZ shall not, and will not permit any subsidiary to, except as otherwise consented to in writing by ABC or as otherwise provided in this agreement:

(1) Issue or sell any shares of its capital stock in addition to those outstanding on this date, except shares issued pursuant to rights or options outstanding at that date;

(2) Issue rights to subscribe to or options to purchase any shares of its stock in addition to those outstanding on this date;

(3) Amend its certificate of incorporation or its bylaws;

(4) Issue or contract to issue funded debt (except loans between XYZ and any of its subsidiaries, or between subsidiaries);

(5) Declare or pay any dividend or make any other distribution upon or with respect to its capital stock, except that XYZ may pay on the XYZ stock one full regular quarterly cash dividend of $_____ per share on _________[date]

(6) Repurchase any of its outstanding stock or by any other means transfer any of its funds to its shareholders either selectively or rateably, in return for value or otherwise, except as salary or other compensation in the ordinary or normal course of business and except for one or more cash contributions to XYZ in an aggregate of not more than

$_____ for each month from _________[date] to the merger date with a proportionate adjustment for any period of less than one month;

(7) Undertake or incur any obligations or liabilities except current obligations or liabilities in the ordinary course of business and except for liabilities for fees and expenses in connection with the negotiation and consummation of the merger in amounts to be determined after the merger date;

(8) Mortgage, pledge, subject to lien or otherwise encumber any realty or any tangible or intangible personal property;

(9) Sell, assign or otherwise transfer any tangible assets of whatever kind, or cancel any claims, except in the ordinary course of business;

(10) Sell, assign, or otherwise transfer any trademark, trade name, patent or other intangible asset;

(11) Default in performance of any material provision of any material contract or other obligation;

(12) Waive any right of any substantial value; or

(13) Purchase or otherwise acquire any equity or debt security of another corporation except to realize on an otherwise worthless debt.

Article X.

Warranties of the Constituent Corporations

XYZ covenants, represents and warrants to ABC that:

(1) It and each of its subsidiaries is on the date of this agreement and will be on the merger date (a) a corporation duly organized and existing and in good standing under the laws of the jurisdiction in which it is incorporated, (b) duly authorized under its certificate of incorporation, as amended to date, and under applicable laws, to engage in the business carried on by it, and (c) it or its subsidiaries are fully qualified to do business in all states where it or they own or lease plants;

(2) All federal, state and local tax returns required to be filed by it, or by any of its subsidiaries, on or before the merger date will have been filed, and all taxes shown to be required to be paid on or before the merger date will have been paid;

(3) It and each of its subsidiaries will use its best efforts to collect the accounts receivable owned by it on or prior to the merger date and will follow its past practices in connection with the extension of any credit prior to the merger date;

(4) All fixed assets owned by it or any of its subsidiaries and employed in their respective businesses are of the type, kind and condition appropriate for their respective businesses and will be operated in the ordinary course of business until the merger date;

(5) All leases with an annual rental in excess of $_____ now held by it are now and will be on the merger date in good standing and not voidable or void by reason of any default whatsoever;

(6) During the period between _________[date], and the date of this agreement, except as disclosed in writing to ABC, neither it nor any subsidiary has taken any action, or suffered any conditions to exist, to any material or substantial extent in the aggregate, which it has agreed in Article IX or this Article X of this agreement not to take or to permit to exist during the period between the date of this agreement and the merger date (other than regular quarterly dividends on its common stock and other than the repurchase of not more than _________ shares of its common stock);

(7) It has not been represented by any broker in connection with the transaction contemplated, except as it has advised ABC in writing; and

(8) Its board of directors has, subject to the authorization and approval of its stockholders, authorized and approved the execution and delivery of this agreement, and the performance of the transactions contemplated by this agreement.

XYZ shall cause amendments to be made to the XYZ security and profit-sharing plan and the trust agreement, to take effect on the merger date, as shall be necessary or appropriate to terminate any obligations of XYZ or to make any contribution to the plan on or after the merger date, and

(a). As to Trust Fund A: To make, and to permit the making of contributions in an amount not exceeding the sum of $_____ per day from _________[date] to the merger date in full satisfaction of the obligations of XYZ for the year _________ and to give the present administration committee or such other persons as are presently

officers or directors of XYZ, all powers and rights with respect to Trust Fund A which now reside in XYZ or the administration committee;

(b). As to Trust Fund B: To give the present administration committee or other persons as are presently officers or directors of XYZ, all powers and rights with respect to Trust Fund B which now reside in XYZ or the administration committee; and

(c). As to Trust Fund C: To transfer the powers of administration of, and of all of the rights, duties, liabilities and obligations with respect to, Trust Fund C from XYZ and the present administration committee to ABC and powers, rights, duties, liabilities and obligations will be assumed by ABC.

XYZ, in addition to other action which is has covenanted, represented, and warranted to ABC that it will take, will also

(1). Use its best efforts to preserve its business organization intact, to keep available to ABC the present officers and employees of XYZ, and to preserve for ABC the relationships of XYZ with suppliers and customers and others having business relations with XYZ; and

(2). Not, and will not permit its subsidiaries to, increase the compensation, wages, or other benefits payable to its or its subsidiaries' officers or employees, whose total individual compensation, for services rendered to XYZ and/or any subsidiary is currently at an annual rate of more than $_____, other than increases which ABC has approved in writing.

ABC covenants, represents and warrants to XYZ that:

(1) ABC is a corporation duly organized and existing and in good standing under the laws of the State of _________ and has the corporate power to own its properties and to carry on its business as now being conducted; and

(2) Its board of directors has, subject to the authorization and approval of its stockholders, authorized and approved the execution and delivery of this agreement, and the performance of the transactions contemplated by this agreement.

Article XI.

Consummation of Merger

If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the constituent corporations, be borne by the surviving corporation. If the merger is not completed, each of the constituent corporations shall be liable for, and shall pay, the expenses incurred by it.

Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the constituent corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:

(a) By the mutual consent of the respective boards of directors of each of the constituent corporations;

(b) At the election of the board of directors of ABC, if (i) demands by shareholders for appraisal of their shares of XYZ common stock have been received from the holders of _________ percent or more of the outstanding shares or (ii) in the judgment of board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either constituent corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders; or

(c) At the election of the board of directors of either constituent corporation if:

(1) The warranties and representations of the other constituent corporation contained in this agreement shall not be substantially accurate in all material respects on and as of the date of election; or the covenants contained of the other constituent corporation shall not have been performed or satisfied in all material respects; or

(2) This agreement shall not have been approved by the requisite votes of shareholders of the constituent corporations on or before _________[date]; or

(3) It shall not have received an opinion of counsel for the other constituent corporation (which counsel shall, in the case of XYZ be _________, and, in the case of ABC shall be _________, or other counsel selected by ABC), dated not earlier than the date on which the last of the requisite votes of shareholders of the constituent corporations shall have been obtained and not later than _________ days later, to the effect that: (i) any other constituent corporation and its subsidiaries are corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation; (ii) all outstanding shares of stock of the constituent corporation have been duly and validly authorized, are validly issued and outstanding, and are fully paid and nonassessable; and (iii) all corporate action (other than the filing and recording of this agreement) required for the consummation of the merger contemplated hereby has been taken by the constituent corporation; or

(4) The _________ Stock Exchange shall have failed by a date not later than the date on which the last of the requisite votes of shareholders of the constituent corporations shall have been obtained to approve (which approval ABC shall use its best efforts to obtain) (i) the listing upon official notice of issuance of all shares of common stock of the surviving corporation issuable upon conversion of shares of $_____ series ABC preferred stock issued upon exercise of options of XYZ assumed by the surviving corporation or upon conversion of shares of $_____ series ABC preferred stock; and (ii) (at the election of the board of directors of XYZ only) the listing upon official notice of issuance of the shares of $_____ series ABC preferred stock into which shares of XYZ stock are to be converted upon the merger date; or

(5) The taking of any steps necessary to effect the merger by either of the constituent corporations shall be permanently or temporarily enjoined by a court having jurisdiction; or

(6) XYZ shall not have received, prior to the merger date, a ruling from the Commissioner of Internal Revenue (which XYZ shall use its best efforts to obtain) in form and substance reasonably satisfactory to XYZ and to its counsel, to the effect that (i) under the Internal Revenue Code, as amended, no gain or loss will be recognized to XYZ as a result of the merger, and no gain or loss will be recognized to the shareholders of XYZ (who do not sell any of their stock for cash) as a result of their exchange of the XYZ stock for shares of the $_____ series ABC preferred stock; and (ii) the $_____ series ABC preferred stock will not constitute "Section 306 stock"; or

(7) It shall not have received an opinion of _________ or other counsel selected by ABC, dated not earlier than the date on which the last of the requisite votes of shareholders of the constituent corporations shall have been obtained and not later than _________ days later, to the effect that the shares of stock of the surviving corporation to be issued, as provided, upon conversion of shares of stock of XYZ will be legally and validly authorized and, when issued, will be validly issued, fully paid and nonassessable shares of stock of the surviving corporation.

(d) If the merger date shall not have occurred by _________ p.m. _________[date], then, at the option of the board of directors of ABC it may be deferred to a date on or after _________[date]. If the merger date shall not have occurred by _________ p.m. _________[date], then, at the option of the board of directors of either constituent corporation the merger may be abandoned.

In the event of the abandonment of the merger pursuant to the foregoing provisions, this agreement shall become void and have no effect, without any liability on the part of either of the constituent corporations or its shareholders or directors or officers in respect of this merger except the obligation of each constituent corporation to pay its own expenses as provided in this Article XI.

Article XII.

Resident Agent

The respective names of the county and the city within the county in which the principal office of the surviving corporation is to be located in the State of _________, the street and number of the principal office, the name of the registered agent will, as of the merger date, be as set forth in article second of the certificate of incorporation of the surviving corporation.

Article XIII.

Right to Amend Certificate of Incorporation

The surviving corporation reserves the right to amend, alter, change or repeal its certificate of incorporation in the manner now or later prescribed by statute or otherwise authorized by law; and all rights and powers conferred in the certificate of incorporation on shareholders, directors or officers of the surviving corporation, or any other person, are subject to this reserved power.

Article XIV.

Miscellaneous

1. The representations and warranties contained in Article X of this agreement and any liability of one constituent corporation to the other for any default under the provisions of Articles IX or X of this agreement, shall expire with, and be terminated and extinguished by, the merger under this agreement on the merger date.

2. To enable ABC to coordinate the activities of XYZ into those of ABC on and after the merger date, XYZ shall, before the merger date, afford to the officers and authorized representatives of ABC free and full access to the plants, properties, books and records of XYZ, and the officers of XYZ will furnish ABC with financial and operating data and other information as to the business and properties of XYZ and its subsidiaries as ABC shall from time to time reasonably request. ABC shall, before the merger date, afford to the officers and authorized representatives of XYZ such access, and ABC's officers will furnish such data and information to XYZ, as may be reasonably required by XYZ for the preparation of its proxy statement in connection with the meeting of shareholders to be called pursuant to section 1 of Article I of this agreement. ABC and XYZ agree that, unless and until the merger contemplated by this agreement has been consummated, ABC and XYZ and their officers and representatives will hold in strict confidence all data and information obtained from one another as long as it is not in the public domain, and if the merger provided for is not consummated as contemplated, ABC and XYZ will each return to the other party all data as the other party may reasonably request.

3. For the convenience of the parties and to facilitate the filing or recording of this agreement, any number of counterparts may be executed and each executed counterpart shall be deemed to be an original instrument.

In witness, the directors, or a majority of them, of each of the constituent corporations have duly subscribed their names to this agreement under the corporate seal of their respective corporation, all as of the day and year first written above.

[Signatures and seals]

The reports of accountants upon their examinations of the financial statements of foreign subsidiaries and branches (referred to in the above report of _________) are on file with the Securities and Exchange Commission as part of the company's annual reports on form _________.