The manner of converting the capital stock of each of said consolidating corporations into that of said consolidated corporation, and the distribution of such of the stock of said consolidated corporation as is to be issued in exchange for outstanding stock of said consolidating corporations, shall be as in this Article stated:

(a) The holders of the stock of....................shall be entitled to........(......___) shares of the stock of the consolidated corporation. Each stockholder of................ shall be entitled to.......___(......___) shares of the stock of the consolidated corporation for each share of the stock of the..........

..........owned by him at the time said consolidation shall become effective.

(b) The stock of the....................owned by the

....................namely,........(.......___) shares, shall be cancelled. The stock of the....................registered in the name of the Treasurer of that Company, in trust for it, namely......(.....) shares shall be cancelled. The other holders of the stock of...................., owning the remainder of the issued stock thereof, such remainder being ........(.......___) shares of stock, dividends on which are guaranteed to the extent hereinbefore stated, and........(......___) shares of stock, dividends on which are not guaranteed (a total of........shares), shall be entitled to........(-----) shares of the stock of the consolidated corporation. Each of said other stockholders of.. .....................shall be entitled to......(......___) shares of the stock of the consolidated corporation for each share of the stock of...................

owned by him at the time said consolidation shall become effective.

(Here follow "c" "d" "e" "f" "g" "h" and "i" regarding maimer of converting the capital stock of each of said consolidating corporations.)

(1) Should any stockholder be entitled to a fraction of a share of stock of the consolidated corporation, a certificate of ownership thereof shall be issued to him. Such certificate shall provide that when certificates for fractions of shares of stock equal to one or more shares shall be presented and surrendered to said consolidated corporation, a certificate for a full share or shares of stock, equal in amount to the aggregate of such fractions of shares, shall be issued in place thereof; but such fractions of shares shall not be entitled to any interest or dividend, nor shall any holder thereof be entitled to vote thereon at any meeting of the stockholders.

(m) The stockholders of the....................of......

..............and of the....................shall also be entitled to receive from the consolidated corporation accruing dividends on the stock owned by them in said companies, at the respective rates of dividends paid thereon dining the year

........, to the date when said consolidation shall become effective.

(n) Until surrendered and exchanged for certificates issued by it, the consolidated corporation shall recognize the now outstanding certificates of stock of the respective consolidating corporations (except such of said certificates as are to be cancelled as hereinbefore provided) as evidencing the rights and interests of the several holders thereof as stockholders of the consolidated corporation to the same extent and in the same manner as those rights and interests would be evidenced by certificates issued by it had such outstanding certificates been exchanged therefor.

After the consolidation shall have become effective, however, there shall be no further issue or transfer of certificates of stock of the consolidating corporations, but from time to time as such certificates are presented to the consolidated corporation they shall be cancelled and certificates of stock of the consolidated corporation shall be issued, on the several bases above set forth, in exchange therefor.