Merger agreement.

Agreement of merger dated _________[date], by and between _________ Corporation, a _________[state of

incorporation] corporation (sometimes called "ABC"), and _________ Company, a _________[state of
incorporation] corporation (sometimes called "XYZ"), the two corporations acting by their respective boards of
directors and sometimes collectively referred to as the "constituent corporations."

ABC is a corporation organized and existing under the laws of the State of _________, having been incorporated
on _________[date]. The principal office of the corporation in the State of _________ is located at _________, and
its resident agent in charge is _________ upon whom legal process against ABC may be served in the State of
_________. The principal place of business of _________ is located at _________.

The authorized capital stock of ABC consists of _________ shares of the par value of $_____ per share, of
which _________ shares are presently issued, _________ shares are outstanding, _________ shares are held in the
treasury of ABC and _________ shares are issuable upon exercise of options granted under the restricted stock
option plan of ABC. Section _________ of the _________[state] general corporation law confers upon ABC the
power to merge with a _________ corporation, and section _________ of the law confers upon ABC the right to
issue its own shares in exchange for shares of any corporation to be merged into ABC.

XYZ is a corporation organized and existing under the laws of the State of _________, having been incorporated
on _________[date]. The principal office of the corporation in the State of _________ is located at _________, and
its resident agent in charge is _________, upon whom legal process against XYZ may be served in the State of
_________. The principal place of business of XYZ is located at _________.

The authorized capital stock of XYZ consists of (a) _________ shares of second cumulative preferred stock, par
value $_____ per share, none of which is presently issued and outstanding, and (b) _________ shares of common
stock, par value $_____ per share, of which _________ shares are presently issued, _________ shares are
outstanding, _________ shares are held in the treasury of XYZ and _________ shares are reserved for future
issuance under present commitments. Section _________ of the _________[state]general corporation law confers
upon XYZ the power to merge with another _________ corporation; and under section _________ of law the
resulting corporation, upon the filing and recording of the agreement of merger between XYZ and the resulting
corporation, possesses all the powers and property formerly possessed by XYZ.

The respective boards of directors of ABC and XYZ deem it desirable and in the best interests of the
corporations and their stockholders that the corporations merge pursuant to section _________ of the
_________[state] general corporation law.

In consideration of the premises and mutual agreements, provisions and covenants contained, it is agreed by and
between the parties that, in accordance with the provisions of the laws of _________[state], ABC and XYZ shall be,
and they are, as of the merger date (as defined in paragraph 3 of Article I) merged into a single surviving corporation
(sometimes called the "surviving corporation"), which shall be and is ABC, one of the constituent corporations,
which shall continue its corporate existence and remain a _________[state]corporation governed by the laws of that
state, all on the terms and conditions set forth.

Article I.

Merger

1. This agreement of merger (sometimes called the "agreement"), shall be submitted for adoption and approval
by the shareholders of each of the constituent corporations at separate meetings, each of which shall be held in
accordance with section _________ of the _________[state] general corporation law.
 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:

Name Name

.......................................................................................... ..........................................................................................
............... ...............

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 _________.