Certificate holders desiring to take advantage of the plan may do so, without charge except interest on coupon advances, by depositing their certificates with Columbia Trust Company, 60 Broadway, New York City, on or before, 19. Certificate holders desiring the return of their bonds will receive them. on surrender of their certificates to United States Trust Company of New York, 45 Wall Street, New York City, upon payment of interest on coupon advances and the additional sum of $5.00 per $1000.00 bond as their pro rata share of the committee's expenses and compensation.

Copies of the plan, including a detailed description of the new Prior Lien Mortgage Bonds, may be had upon application at the office of either of the reorganization managers-Messrs. J. & W. Seligman & Co., 54 Wall Street, New York City, and Messrs. Hallgarten & Co., 5 Nassau Street, New York City. Dated New York,

19-.

Chairman.

Committee.

Form 3556.

Notice to Holders of Stock Participation Warrants to Make Payment Payable Thereunder.

To holders of Preferred Stock Participation Warrants, Common Stock Participation Warrants issued under the plan and agreement, dated, 19-, for the reorganization of Missouri, Kansas & Texas Railway Company.

Holders of the above named participation warrants (other than participation warrants bearing notation of the prepayment of the entire amount payable thereunder) are hereby required to make payment on or before, 19-, of an instalment, viz.: One-third of the amount payable thereunder.

Such payment must be made in New York funds either at the office of The Equitable Trust Company of New York, the depositary under said plan and agreement, No. 37 Wall Street, New York, or at the office of said The Equitable Trust Company of New York, 3 King William Street, E. C. 4., London, England, or at the office of Rotterdamsche Bank, the agent of said depos

itary, Amsterdam, Holland, and will be noted on the respective participation warrants which for that purpose must be produced at the time of payment.

Failure to make such payment on or before, 19, will forfeit all rights in respect of prior instalments paid and otherwise under the participation warrant under which default shall be so made, and all rights under said reorganization plan and agreement, and such participation warrant will thereupon become void and of no effect for any purpose.

Provisions for Declaring Plan Operative.

The reorganization managers in their absolute discretion may determine whether and when a sufficient amount of the securities of the various classes shall have been deposited hereunder to render it advisable to declare the plan operative. They may declare the plan operative as to all classes of securities for which provision is made in the plan or only as to certain classes of such securities and, if they declare the plan operative as to specified classes of securities only, they may in their unrestricted discretion thereafter from time to time declare the plan operative as to any other class or classes of securities. If in their discretion the reorganization managers deem it expedient to do so, they may make adjustment of any liability or indebtedness of the railway company or of any subsidiary, controlled, or affiliated company in respect of securities as to which the plan shall not have been declared operative and for that purpose may use securities of any class issuable in the reorganization or procure the issue of additional amounts of securities of any class or character under the plan.

Form 3558.

Character of New Bonds and Stock-Formal Requisites.

All bonds will be payable in gold coin of the United States of America of or equal to the standard of weight and fineness as such standard may exist on, 19; and provision may be

made that, if so determined, the principal and interest, or both, of any of the bonds may be made payable (1) in the city of New York only or (2) in said city and also in one or more American cities or foreign cities or countries or (3) only in one or more foreign cities or countries. In case any bonds of any series shall be payable as to principal or interest, or both, in the United States of America, such bonds may be made payable without deduction for any tax or governmental charge which the new company may be required or permitted to retain or deduct therefrom under any present or future law of the United States or of any state, county or municipality therein, and in case any bonds of any series shall be payable as to principal or interest, or both, in any foreign country or countries, such bonds may be made payable in the currency or the respective currencies there current, at fixed rates of exchange, and may contain appropriate provisions as may be requisite or expedient to conform to the requirements of law or of commercial usage in the foreign country or countries in which they may be made payable, including provisions requiring the payment of the principal or interest thereof without deduction for taxes foreign or domestic. The bonds of any series may be expressed also in one or more foreign language or languages, the English text, however, to govern in the construction thereof. Bonds issued in the reorganization will not contain tax redemption provisions.

Form 3559.

Accounts of Reorganization Managers.

The accounts of the reorganization managers shall be filed with the board of directors of the new company within one year after its organization shall have been completed, unless a longer time be granted by said board. The accounts, when approved by such board of directors and until disapproved by said board, shall be final, binding and conclusive upon all parties having any interest therein, and upon approval thereof by such board of directors the reorganization managers shall be discharged. The acceptance of new securities by any depositor shall estop such depositor from questioning the conformity of such securities in any particular to any provisions of the plan; and the acceptance of new securities by a majority in amount of depositors of any class shall in each case respectively so estop all depositors of

that class, and shall constitute a release and discharge of the reorganization managers, the committee or other representative issuing certificates of deposit in respect of the securities of such class and the depositaries, on the part of all the holders of all outstanding certificates of deposit of such class or of all outstanding participation warrants from all liability and accountability of any kind, character and description whatsoever, save the obligation to make delivery of a like pro rata amount of cash, securities, or other property or certificates of beneficial interest therein upon the surrender of outstanding certificates of deposit or as the case may be, outstanding participation warrants. (From Mr. Adrian H. Larkin, of LARKIN, RATHBONE AND PERRY, New York City.)

Form 3560.

Calls and Notices-Publication.

All calls or notices hereunder, except when herein otherwise expressly provided, shall be inserted in The New York Tribune and The New York Times, two daily papers of general circulation in the city of New York, twice in each week for two successive calendar weeks, beginning on any day of the week. In case either of said newspapers shall not at the time be published the reorganization managers may select such other newspaper or newspapers of general circulation as they shall see fit in the place of the newspaper the publication of which shall have ceased. Any call or notice whatsoever when so published by the reorganization managers shall be taken and considered as though personally served on all parties hereto and upon all parties bound hereby, as of the date of the first insertion thereof, and such publication shall be the only notice required to be given under any provision of this plan and agreement.

Form 3561.

Provision for Construction of Reorganization Plan by
Committee.

The committee is authorized to construe the plan whether or not it shall have been declared operative, and this agreement and its construction thereof and hereof made in good faith shall be conclusive and binding upon all parties. It may supply any

defect or omission or reconcile any inconsistency in such manner and to such extent as shall be expedient to carry out the same effectively, and it shall be the sole and final judge of such expediency. The committee shall have complete and exclusive control, direction and management of the plan and of all proceedings relating thereto and its determination of all questions in that connection shall be conclusive on all the depositors except as herein otherwise expressly provided.

The committee may at any time in its discretion declare the plan operative, and the committee in its discretion may thereupon publish notice to that effect in the manner provided in article hereof.

Form 3562.

Provision for Abandonment of Reorganization Plan by

Committee.

In case the committee shall finally abandon any attempt to carry the plan into effect, notice thereof shall be published in the manner provided in article hereof. The failure of the committee to declare the plan operative within one year after the date of this agreement shall be conclusively deemed a final abandonment of any attempt to carry the plan into effect. The abandonment of the plan shall not affect any previous acts or obligations done or undertaken by the committee. In case of abandonment of the plan, the depositors shall be entitled to withdraw the stock represented by the certificates of deposit then under the control of the committee, and to receive the same upon the surrender of the certificates of deposit issued therefor duly assigned to the satisfaction of the depositary and upon the payment only of such taxes, if any, as may be imposed upon the delivery of the deposited stock represented by the certificates of deposit.

Form 3563.

Consent of Stockholders to Disposal of Corporate Properties in Reorganization or Consolidation Plan (Illinois).

KNOW ALL MEN BY THESE PRESENTS:

That ferred stock of sents that:

the undersigned holder of shares of pre-Company, a Maine corporation, hereby con