Dated,

This scrip is convertible at its face value into said bonds, when presented in amounts of one thousand dollars, or multiples thereof. No interest will be paid upon this scrip, until converted into bonds, and such conversion shall be in accordance with all the terms of a contract by and between the Doe Starch Company, Messrs. John Doe, Richard Roe and Henry Koe, Committee of certain bondholders of the Doe Starch Company and Doe Starch Manufacturing Company, and the Doe Products Refining Company, dated January 5, 1923, copies of said contract being on file at the office of the Doe Loan & Trust Company, in the Borough of Manhattan, City and State of New York.

Plan and agreement for reorganization of corporation, whereunder new corporation is to be formed to take over all of its assets, subject to existing claims and indebtedness, which new corporation is to assume and to pay partly in cash and partly by issue of bonds, and whereunder stockholders of old corporation are to receive stock of new corporation in exchange for their holdings.18

THIS AGREEMENT, made as of January 5, 1923, by and between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City, Richard Roe and Henry Koe, both residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City, and John Smith and Thomas Smith, both residing at No. 571⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Committee"), parties of the first part, and such holders and owners of notes, accounts, or other claims of whatsoever nature the same may be against the Doe Foundry Corporation (herein called the "Company"), a corporation, duly organized under the laws of the State

18 Cf. Northern Pacific R. Co. v. Boyd (1902), 228 U. S. 482, 33 Sup. Ct. Rep. 554, 57 Law ed. 931; Ecker v. Kentucky Refining Co. (1911), 144 Ky. 264, 138 S. W. 264; State v. New Orleans Water Supply Co. (1904), 111 La. 1049, 36 So. 117.

of New York, and having its principal office at No. 231⁄2 William Street, Borough of Manhattan, New York City, as may become parties hereto (herein generally called the "Depositors"), parties of the second part, and The Roe National Bank of the City of New York (herein called the "Depositary"), party of the third part, WITNESSETH:

WHEREAS, the Committee has been requested by the holders of a majority in amount of claims against the Company to act as a Committee for creditors to aid in putting into effect the attached plan of reorganization; and

WHEREAS, it is understood that there have been under-written (largely by stockholders of the Company) subscriptions to five hundred thousand ($500,000) dollars face amount of the Series B bonds, to be issued pursuant to the provisions of said plan:

Now, THEREFORE, the parties hereto, in consideration of the premises, and of the mutual covenants herein contained, hereby agree (each of the Depositors for himself, and not one for the other), as follows:

FIRST Holders of claims against the Company may become parties to this Agreement, by signing the same, or by depositing their claims with the Depositary, or by both signing this Agreement and so depositing their claims. Such deposit may be made, by delivering to the Depositary any and all notes, acceptances, contracts, or other instruments evidencing all claims of any depositor against the Company, or, if any claim is not evidenced by an instrument in writing, by delivering an itemized statement of such claim, in all cases accompanied by duly executed assignments, or transfers, thereof to the Committee, without recourse, in such form, or forms, as shall be prescribed by the Committee.

SECOND: (a) Depositors shall receive from the Depositary, as the agent, or representative, of the Committee, a certificate of deposit in appropriate form, to be prescribed by the Committee, specifying the general nature of the claim deposited, and the holder of any certificate of deposit shall be entitled to the rights and benefits accruing hereunder, and shall be subject to all of the provisions of said certificate, and to all obligations of Depositors hereunder.

(b) Certificates of deposit shall be transferable only in the manner therein specified.

(c) By the acceptance of a certificate of deposit issued here

under, the holder thereof irrevocably assents to the said Plan, and agrees to be bound by this agreement, to the same extent as though he had duly executed and delivered the same; and the Committee and the Depositary shall be entitled to treat the record holder of any certificate of deposit as the absolute and unrestricted owner of the claim represented thereby, and shall not be affected by any notice to the contrary.

THIRD: In case of the transfer of any certificate of deposit, as herein provided, the transferee thereof shall be substituted for the prior record holder, for all purposes of this Agreement, and shall be bound by the provisions of this Agreement to a like extent, as though he had duly executed and delivered the same.

FOURTH: Depositors hereby irrevocably request the Committee to endeavor to carry out the provisions of the Plan, either in its entirety, as now provided therein, or with such changes as may, in the judgment of the Committee, become advisable; and the Depositors do hereby grant to, and vest in, the Committee all of the rights, powers and authority necessary, or advisable, for such purposes.

FIFTH: (a) The Committee is hereby authorized and empowered to declare the Plan operative, in behalf of Depositors, when, in their unrestricted judgment, it is advisable so to do.

(b) The Committee may, also, terminate this Agreement, at any time, and, in such event, the deposit by the Committee with the Depositary of assignments of their respective claims to the record holders of certificates of deposit and notice to them of such action, by mailing the same, directed to the certificate holders, at the addresses, if any, appearing upon the records of the Depositary, shall discharge the Committee from all liability and responsibility hereunder.

SIXTH: (a) The Committee agrees, if, in its judgment, sufficient claims are deposited hereunder, to seek to carry the Plan and Agreement into effect, and the Depositors agree that any action under, or construction of, this Agreement by the Committee, acting in good faith, shall be conclusive and binding upon them.

(b) The Committee assumes no responsibility for the execution of the Plan, and neither the Committee, nor any member thereof, nor the Depositary, shall be liable for any act, or omission, except wilful malfeasance, nor for any act, or omission, of any agent believed by them to be trustworthy.

SEVENTH: (a) The Committee hereby appoints The Roe National Bank of the City of New York as Depositary under this Agreement, and the Depositary hereby accepts such appointment, and becomes a party to this Agreement, solely for the purpose of evidencing such acceptance.

(b) In case of the resignation of any Depositary, or of its refusal to act further as such, the Committee may select and appoint a new Depositary, and, in such case, the terms of this Agreement shall apply to such new, or substituted, Depositary, with the same effect as though named and designated herein. Such appointment shall be made by an instrument in writing, signed in duplicate by, or in behalf of, the Committee and lodged with the Depositary theretofore acting and with the new Depositary therein designated.

EIGHTH: (a) The Committee shall have the sole control, discretion and management, in carrying out the Plan and this Agreement, in behalf of the holders of certificates of deposit issued hereunder. As the owner of the deposited claims, or otherwise, it may take, or cause to be taken, or otherwise participate in, such actions, or proceedings, including any application for the appointment of a receiver of the property of the Company, whether in bankruptcy proceedings, or otherwise, give such directions, execute such papers, and perform such acts as the Committee may consider wise, or proper, in order to advance, preserve, protect and/or enforce the interests of the Depositors.

(b) The Committee is empowered to exercise said rights and powers, or any of them, in any way it may deem expedient, including initiating, or joining in, proceedings to have the Company adjudicated bankrupt, or initiating, or participating in, as plantiff, or otherwise, any action at law, or suit in equity, designed to accomplish said objects, or any of them, and the Committee may otherwise, in its uncontrolled discretion, exercise in respect of any deposited claim, or all deposited claims, all powers which any depositor, or all depositors, might have exercised in respect thereto, had such claim, or claims, not been deposited hereunder, including the right to initiate, or institute, any proceeding, or suit, as the owner of any deposited claim, or of any number thereof.

NINTH: All powers herein granted may be exercised before, or after, the adoption, or approval, by the Committee of any plan for

reorganizing, or readjusting, the affairs of the Company, whether through the creation of a new corporation, or otherwise.

TENTH: (a) The Committee may employ counsel, a Depositary, other agents, and assistants, and may incur and discharge any and all expenses, which it may deem proper for the purpose of making the Plan effective and carrying out the provisions of this Agreement, including proper compensation to the Depositary. The Committee shall be the sole judge of the propriety, or expediency, of any and all expenses incurred by it, and of the amount and apportionment thereof, and shall have, and is hereby given, a lien and charge upon the deposited claims and their avails for all expenses incurred by it, which shall be pro-rated against all deposited claims on the basis upon which they shall ultimately be established, either by agreement with the Company, or in any other manner which the Committee shall deem necessary or proper.

(b) It is understood, however, that the Committee has arranged, or will arrange, that the underwriters of the subscriptions to the Series B bonds will assume and pay all expenses of the Committee, including the expenses of, and compensation to, the Depositary, in the event that the Plan shall not be consummated, and that such expenses and compensation shall be assumed and paid by the proposed new corporation, in the event that the Plan shall be consummated. Accordingly, the charge herein made of such expenses and compensation against the deposited claims is conditional upon their, or some part thereof, not being paid by said underwriters, or said new Company, and such charge shall be limited to the amount thereof not so paid.

(c) In no event, however, shall the total expenses of the Committee, including the expenses of, and compensation to, the Depositary, exceed one per cent of the amount of the deposited claims as finally adjusted, or determined.

(d) In case the Plan shall not be consummated, the deposited claims shall be reassigned and returned to the Depositors, or their assignees, upon surrender of the certificates of deposit respectively representing them and upon payment by the holders of said certificates of their proportionate amount of said expenses and compensation, if any thereof shall be chargeable against the deposited claims, as herein before provided.

ELEVENTH: (a) The Committee may, from time to time, as it may deem wise, in any manner, purchase on any reorganization, or