Acceptance of plan.

Under the terms of said bondholders' agreement, all depositing bondholders will be deemed to have assented to the foregoing plan unless within ten days after the date hereof such holder surrenders his certificate to the depositary and withdraws his deposited bonds and pays to the depositary his ratable share of the disbursements, expenses and liabilities of the committee.

Further deposits.

All bondholders who have not heretofore deposited their bonds with the depositary may secure and have the benefit of the acts and proceedings of the committee and of the said bondholders' agreement, and the reorganization as hereinbefore set forth, by depositing their bonds, together with all unpaid coupons attached, with the Central Trust Company of Illinois, depositary, on or before the day of day of, 19, after which date no further deposits of bonds will be received, except upon such terms and conditions as the committee may impose. limited exclusively to the parties thereto, and no trust or obliga

Nondepositing stockholders.

The plan and bondholders' reorganization agreement is tion in favor of any others whatsoever is intended to be created thereby or to be inferred therefrom, and bondholders not depositing their bonds as provided herein, and in said bondholders' agreement, will be excluded from participation in the benefits of said plan or agreement, and of any acts or proceedings thereunder.

Dated

19-.

BONDHOLDERS' REORGANIZATION COMMITTEE.

(Drawn by Max Pam, now deceased.)

Form 3543.

Qualification of Statements Contained in Plan.

The statements contained in the plan and in the accompanying tables have been compiled from sources believed to be trustworthy. Certain of them are necessarily approximate and none

are to be considered as representations. Except as otherwise specifically stated, the statements respecting the financial position of the new company and the new securities are for convenience based upon the assumption that all of the securities of each class dealt with by the plan shall become subject thereto and shall accept the provisions made for them in the plan. They do not take into account the changes which would result in case any of said securities should not be subject to the plan or in case any of the issues with which the reorganization managers have reserved the right to deal, or the lines mortgaged to secure such issues, should be otherwise dealt with, nor do such statements take into account such other or additional securities, if any, as may be required for the purposes of the plan.

(From Mr. Adrian Larkin, of LARKIN, RATHBONE AND PERRY, New York City.)

Form 3544.

Stock Deposit Agreement for Reorganization Purposes-The Pullman Company.

This agreement, dated February 1, 1927, between George F. Baker, J. Pierpont Morgan and John J. Mitchell, hereinafter termed the "Committee," parties of the first part, and

Such holders of the capital stock of the Pullman Company as shall become parties to this agreement in the manner hereinafter provided, hereinafter termed the "Depositors," parties of the second part, witnesseth that:

Preamble Existing conditions and purposes.

Whereas, The Pullman Company is a corporation of the state of Illinois, and has outstanding capital stock of the aggregate par value of $135,000,000.00, consisting of 1,350,000 shares of the par value of $100.00 each. (The Pullman Company is sometimes hereinafter termed the "Company" and the shares of its stock which are evidenced by certificates thereof deposited hereunder are sometimes hereinafter termed "deposited stock"); and

Ownership.

Whereas, the company owns certain property employed in or requisite or useful for the conduct of its business as a carrier

on railroads, and such property is hereinafter termed collectively the "carrier assets"; and

Whereas, the company is also the owner of

(a) All of the capital stock of the Pullman Car & Manufacturing Corporation (hereinafter termed the "Manufacturing Corporation"), a corporation of the state of Illinois, engaged in the business of manufacturing railroad cars and the equipment and appliances used in connection therewith, and other products; and

(b)

Directors' action.

Other miscellaneous assets not requisite or used in the conduct of its carrier business. (The shares of stock of the manufacturing corporation and such miscellaneous assets are hereinafter collectively referred to as the "noncarrier assets"); and

Whereas, the board of directors of the company has approved and recommended to its stockholders a plan for its reorganization and has requested the above named parties of the first part to act as a committee under this agreement for the purpose of carrying such plan into effect; and

New corporation-Included activities.

Whereas, the plan contemplates the organization of a new corporation, which shall be a business corporation (as distinguished from a corporation operating a public utility and subject to regulation by governmental bodies), which new corporation shall ultimately acquire with its shares and through appropriate corporate action substantially all of the above described noncarrier assets of the company, and shall also acquire such of the shares of the outstanding stock of the company as shall be deposited under this agreement by the holders thereof for such purpose and the other purposes of the plan and this agreement; and

Whereas, upon the consummation of the plan, such new corporation will have acquired by the issue of its stock substantially all of the said noncarrier assets of the company, and at least sixty-six and two-thirds per cent. of the outstanding capital stock of the company, and the depositing stockholders of the company will have had issued to them or will have otherwise received in the aggregate two and one-half shares of stock of the new corporation for each deposited share; and

Status of old company.

Whereas, the status of The Pullman Company as a common carrier will continue and the new corporation will employ and administer its assets in accordance with the laws of the state in which it is incorporated or in which it may be licensed to do business; and

Carrier and non-carrier assets.

Whereas, the ultimate object of the plan is to separate, as aforesaid, the corporate ownership of the carrier and the noncarrier assets now combined in the company, and at the same time to preserve to the participants in the plan their existing relative interests in such assets through the issue to them in exchange for the deposited stock of the relative amounts of the stock of the new corporation; and

Deposits and depositaries.

Whereas, it is desirable that the certificates of deposited stock be assembled so that concerted and prompt action may be taken with reference to the consummation of the plan; and

Whereas, the committee has designated J. P. Morgan & Co., The First National Bank of the City of New York, of New York City, and the Illinois Merchants Trust Company of Chicago, Illinois, as depositaries to receive for the committee the shares of stock of the depositors; and

Whereas, said plan is not to be consummated unless and until the committee determines that shares of stock of the company sufficient, in the judgment of the committee, to warrant the consummation of the plan have been deposited with said depositaries:

The several agreements of parties.

Now, therefore, in consideration of the premises and of the advantages which will accrue from the union of interests and concert of action, and of the mutual provisions and stipulations herein contained, and of other good and valuable considerations, the depositors do agree as hereinafter set forth with each other and with the committee, as from time to time constituted, as hereinafter provided, as follows:

Appointment of committee.

First. The depositors hereby make, constitute, and appoint George F. Baker, J. Pierpont Morgan and John J. Mitchell, the individuals hereinabove named, as parties of the first part hereto, and their respective successors and appointees as a committee

under this agreement, with all the rights, privileges and powers given to and vested in the committee by this agreement.

Depositaries-Appointment and approval.

Second. The depositors hereby accept and approve of the appointment by the committee of J. P. Morgan & Co., The First National Bank of the City of New York, of New York City, and the Illinois Merchants Trust Company of Chicago, Illinois, as depositaries for the committee, with all of the powers and duties which may be vested in them by the terms of this agreement or by the committee.

Deposit of shares-Effect and limitation.

Third. Holders of shares of stock of the company may and shall become parties to this agreement by depositing on or before May 14, 1927, with any of such depositaries, or with an agent or agents designated for such purpose by any depositary, or with such other depositaries, subdepositaries or additional depositaries (if any) herein as the committee may determine and appoint, certificates of their shares accompanied by

(a) An assignment of such certificates of stock substantially in the form set forth in Schedule "B" hereto attached; and (b) A proxy to the persons named as parties of the first part hereto, which shall be hereafter called the proxy instrument and shall be substantially in the form of Schedule "C" hereto annexed.

Certificates of deposit-Issuance-Transfer-Temporary certificate. Fourth. Upon each such deposit the committee will issue to the depositor one or more certificates of deposit substantially in the form hereto annexed as Schedule "A," which said certificates. of deposit shall be transferable on the books of the committee as therein recited. Pending the preparation of definitive certificates of deposit, temporary certificates of deposit may be issued in such form as the committee shall approve. Upon the transfer of any certificate of deposit, the transferee shall have all the rights of the original depositor and shall for all purposes be substituted for the prior holder, and the holders of the respective certificates of deposit may be treated as the absolute owners thereof, and neither the committee nor the depositaries, nor any of them, shall be affected by any notice to the contrary. The committee, in its discretion, from time to time may cause the transfer books of the certificates of deposit to be closed for such period or periods as it may deem expedient.