This contract entered into this ---------day of------, 19-, by and between the A. B. Company, a corporation duly incorporated under the laws of the

State of---------, and the C. D. Company, a corporation duly incorporated under the laws of the State of---------, Witnesses:

Whereas, said corporations desire to merge and consolidate into one corporation; and whereas, authority for such consolidation and merger has heretofore been given by the State of ---------, by an act [insert reference if desired to statute under which merger is conducted]; and whereas, the public utilities commission of the State of --------- has heretofore given its assent to such merger by its order [reference to order by date, volume and the like may be inserted]; and whereas, the respective boards of directors of the A. B. Company and C. D. Company at meetings whereof due notice was given, have adopted resolutions unanimously providing for the consolidation and merger of said corporations; and whereas, said resolutions have been duly entered upon the records of the proceedings of the respective boards of directors; and whereas, said resolutions are subject to the ratification and approval of the stockholders of each of said corporations, as required by law;

Now, therefore, said corporations, acting herein by authority of said resolutions of their said respective boards of directors, and subject to the said ratification of their said respective stockholders, as required by law, in consideration of their mutual agreements, covenants, provisions and grants herein contained and of the bene file to accrue to the parties hereto, do hereby agree to consolidate their business, property, franchises and rights, so as to become one corporation, and, by these presents, do merge and consolidate their capital stock, franchises and property into one corporation to be known by the name of the E. F., etc. --------- Company, upon the following terms and conditions, to wit:

First. All the rights, franchises, privileges, property and appurtenances of every kind and description, credits, choses in action, debts, claims and demands of each of the parties hereto shall vest in the consolidated company.

Second. The consolidated company shall assume and be bound by all the liabilities and obligations of each of the corporations, parties hereto.

Third. The capital stock of the consolidated company shall be $---------, divided into --------- shares of $---------each.

Fourth. The directors of the consolidated company shall be --------- in number, and the officers shall be a president, vice-president, secretary and treasurer.

The names and residences of the first directors of said consolidated company are as follows:

Names

Residences

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The names and residences of the first officers are as follows:

Names

Residences

President.............................

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Vice President ............................................

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Secretary .............................................................

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Treasurer .........................................................

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Fifth. The manner of converting the capital stock of each of the constituent companies parties hereto shall be as follows:

(a) For each share of the capital stock of the A. B., etc., -- Company surrendered to the consolidated company shall be issued to the holder thereof --------- shares of the capital stock of the consolidated company.

(b) For each share of the capital stock of the C. D., etc., ---------Company surrendered to the consolidated company shall be issued to the holder thereof -- shares of the capital stock of the consolidated company.

Sixth. Each of the constituent companies, parties hereto, for itself and not for the other, in consideration of the premises, does hereby grant, convey, assign, set over and vest in the said consolidated company for the purpose of such consolidation, all of the property, rights, franchises, privileges and powers by it now held or in or to which it has any right, title, interest or claim in law or equity; and each' of said constituent companies hereby agrees to execute and deliver all instruments of conveyance and assignment necessary to vest in said consolidated company the legal title to all of said property, rights, franchises and privileges.

In witness whereof, etc.

Instead of providing: for the number of shares In the new company to be exchanged for each share in the constituent companies, provision may be made for a valuation of the properties of each of the constituent companies, and the pro rata distribution of part or all of the stock of the new company upon the basis of such valuation.

See references under Sec. 3840.