3. On and after the effective date of this agreement, all leases under which _________ Company is then operating any of properties of merging subsidiary companies shall be deemed to be canceled and terminated by virtue of this agreement. Also, on and after the effective date, all debts and obligations, accrued or contingent, open account or otherwise, between _________ Company and either of merging subsidiary companies, shall be deemed to be cancelled or discharged by virtue of this agreement except _________[enumeration of certain bonds of one of merging corporations].

4. The name of the company which is to survive the merger is _________ Company. No change is to be made by merger in its certificate of incorporation, bylaws or capitalization. It will continue to exist, after merger, as a corporation incorporated under the laws of _________[state], and under its original certificate of incorporation, as heretofore amended, and present bylaws. A copy of its original certificate of incorporation, as amended, is attached, as Appendix A, and incorporated with the same force and effect as though set forth in full. It will continue, after merger, to have authority to issue a single class of capital stock, common stock without nominal or par value, in total authorized amount of _________ shares. Its principal office in State of _________ will continue to be located at _________ Street in City of _________, County of _________, and its resident agent at the office will continue to be _________. The names of present directors of _________ Company (who shall, according to its bylaws, hold their offices until their successors are chosen) are as follows: _________. In the event that, prior to the effective date of this paragraph, any person designated as a director of _________ Company is unwilling or unable to continue to serve in that capacity after the effective date, _________ Company reserves the right to designate a substitute for such person as director.

5. On the effective date of this agreement that separate existence of B Company and C Company shall cease and as soon as possible their capital stock shall be canceled.

6. This agreement shall not become effective, and plan of merger set forth shall not be considered to have been adopted, until this agreement shall have been approved by votes given at meetings of stockholders in person or by proxy, representing not less than two-thirds of total number of issued and outstanding shares of capital stock of each corporation party, in accordance with requirements of laws applicable to mergers of corporations generally in the state or states where each party is respectively incorporated. The parties shall promptly file and diligently prosecute applications with the Interstate Commerce Commission for approval by that body of merger and several assumptions of liability contained in this agreement as may be required under applicable provisions of the Interstate Commerce Act.

After approval by that Commission of merger and assumptions of liability has been obtained, the parties shall submit this agreement, modified in any respects required by Interstate Commerce Commission, to their respective stockholders for approval. Subsequent to securing approval of Interstate Commerce Commission and of respective stockholders, as required by this paragraph, this agreement shall take effect as of 12 o'clock midnight of the day on which counterparts of this agreement, duly certified, acknowledged and authenticated, in accordance with the respective laws of _________[states of incorporation] applicable to mergers of corporations generally, shall be filed in office of Secretary of State of _________, of Corporation Commission of States of _________ and _________. If the counterparts are not filed in the above offices of each of the states on the date, these paragraphs shall take effect as of 12 o'clock midnight on day on which last required filing is made in the states. Copies of this agreement, certified by appropriate officials of _________[states of incorporation] shall be filed and recorded in the offices of county officials in _________[states of incorporation] as may be required by respective applicable laws of those states.

7. Anything to the contrary notwithstanding, if board of directors of _________ Company in its discretion shall determine, at any time prior to filing of counterparts of this agreement with the various state officials contemplated by paragraph six (whether before or after approval of this agreement by Interstate Commerce Commission and stockholders of several corporations parties), that for any reason satisfactory to board of directors, it is inadvisable or impractical to consummate this agreement, board of directors, without action or approval by stockholders of any of corporations, may abandon or refrain from making this agreement effective, and in that case this agreement shall not be filed or recorded, and shall be void and of no effect.

8. _________ Company shall pay all expenses and federal stamp taxes incident to carrying this agreement into effect.

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

In witness, the corporations have caused this agreement to be signed in their respective corporate names by their respective presidents and attested by their respective secretaries and their respective corporate seals to be affixed, and all of directors of each of the companies have duly subscribed their names to this agreement, all as of day and year first written above.

[Signatures, seals and attestations]