1. Source: True Blue Consulting - 1 - WR Due Diligence Summary AAG/WR 100 Day Post-Merger Integration Plan 11/10/01 Prepared by: True Blue Consulting Natasa Azman Werner Arnaud Despierre Judson Duncan Graham Goodrich Daryl Leach Confidential

2. Source: True Blue Consulting - 2 - WR Due Diligence Summary Agenda  Where Are We Today ?  Where Do We Want To Go ?  How & When Will We Get There ? The purpose of today’s meeting is to secure GAI’s commitment to the proposed AAG/WR integration initiative.

3. Source: True Blue Consulting - 3 - WR Due Diligence Summary AAG Must Position Itself For Future Success 6 Factors Shaping Future Success In The Automobile Industry AAG Current State AAG’s competitive position relative to emerging success factors: WeakAverageStrong  Cross-divisional integration to capture economies of scale & scope Independent, highly fragmented organizations  Increased sales & distribution channels, CRM strategies Limited presence in EM’s, initial CRM efforts positive  Value-added suppliers / manufacturing partners Brands slowly migrating to larger shared supplier base  Customer-centric brand portfolio management Balanced portfolio of well regarded, premium brands Where are we today? Enhanced via WR?  Improved quality while decreasing manufacturing costs Some quality concerns, compared to best-in-class  Frequent model introductions Time-to-market generally on pace with competition

4. Source: True Blue Consulting - 4 - WR Due Diligence Summary Operations- Based Synergies Market-Based Synergies AAG’s Challenge: Unlock $1.2B (NPV) In Synergies TOTAL VALUE OF AAG/WR SYNERGIES True Blue identified dozens of revenue enhancement and cost savings opportunities, of which $1.2 billion are readily quantifiable. Where do we want to go?  Create formal structure to unlock long-term benefits  Focus will be on achieving “quick-hits” (purchasing, cash mgmt, headcount reduction identification) 100 Day Focus

5. Source: True Blue Consulting - 5 - WR Due Diligence Summary Risks Acquisition Will Require Risk Mitigation Risks Assessment Market Risks Operational Risks Organizational / Cultural Strategic Risks  Loss of customer focus  SUV market growth  Dealer resistance  WR brand dilution  Outdated WR capabilities  Suppliers contract management  Capacity issues  Analyst acceptance of AAG vision  AAG/WR vision not embraced  Strength of WR leadership  Retention of key management  Labor union resistance  Resistance to change

6. Source: True Blue Consulting - 6 - WR Due Diligence Summary AAG Enterprise Integration Model Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee  Create cross-organizational hierarchy and clear lines of accountability by function  Enable dedicated teams of SMEs to execute critical integration activities  Ensure organizational focus on realizing AAG/WR synergies  Create structure that transcends AAG/WR deal as a platform for AAG-wide change Objectives of Integration Model How do we get there?

7. Source: True Blue Consulting - 7 - WR Due Diligence Summary Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee  Responsible for realizing identified market-based synergies Consultant Oversight Consultant Oversight Distribution CRM Brand Research Scott Bowman, Dir. Sales &Marketing VP Sales & Marketing, WR Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee  Responsible for realizing identified operational synergies Amy Lau, COO Consultant Oversight Consultant Oversight ManufacturingPurchasing FinanceTechnology (R&D) Information Tech. Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee HR Legal/Environ. Cultural Integration Communication  Accountable for integration facilitation & risk mitigation CEO, WRStanley, Strategy Consultant Oversight Consultant Oversight AAG Enterprise Integration Model Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee WR, COO HR Director, WR Amy Lau, COO Chief of Staff, AAG  Responsible for vision, direction and prioritization of all integration efforts CEO, WRStanley, Strategy Consultant Oversight Consultant Oversight Ken Pope, CEO How do we get there?

8. Source: True Blue Consulting - 8 - WR Due Diligence Summary Change Management Initiatives Reports on the completion status to Enterprise Integration Steering Committee 1.Organize all stakeholders ASAP to announce details of integration strategy & plan 2.Establish 2-way feedback protocol & mechanisms 3.Launch communication campaign to minimize misinformation and misunderstanding  Track stakeholder awareness of integration progress  Track and categorize employee complaints  Track stakeholder satisfaction  Facilitate integration effectiveness with clear & continuous communication  Align organization to increase efficiencies and realize synergies  Minimize integration risks due to cultural differences 1.Develop cultural transition strategy to manage and mitigate the culture shock 2.Create compelling reasons for employees to embrace change 3.Start AAG and WR team building right away to create “one firm” culture  Deploy cultural progress surveys  Revalidate survey results with focus group workshops  Put extra emphasis on gathering informal feedback 1.Maximize stakeholder buy- in and involvement 2.Set cross-organizational hierarchy between WR and AAG divisions 3.Identify and develop retention strategy for key WR and AAG players  Monitor retention rates  Benchmark actual and forecasted WR and AAG organization rationalization GOAL: ACTIONS: METRICS: COMMUNICATION ORGANIZATION CULTURE How do we get there?

9. Source: True Blue Consulting - 9 - WR Due Diligence Summary  Track reduction in purchase orders and in average unit prices  Pursue decrease in overall number of suppliers  Monitor checkpoint hits on integration plan Extracting AAG/WR Operational Synergies OPERATIONAL SYNERGY TASK FORCE GOAL: ACTIONS: METRICS: 1.Rapidly consolidate WR’s commodity purchases with AAG’s 2.Optimize sales rep. territories, eliminate redundancies 3.Research alternatives to current high-cost WR supplier contracts 4.Develop WR-to-AAG supplier network integration plans.  Leverage AAG/GAI Economies of Scale ($168MM NPV)  Adopt AAG Cash Cycle Best Practices ($236MM NPV)  Reduce Carrying Cost of Inventory ($127MM NPV)  Exploit Cross Brand R&D Synergies ($200MM NPV)  Monitor improvement to A/P & A/R turnover (DSO & DPO)  Scrutinize headcount rationalization and functions consolidation 1.Audit current WR cash cycle management practices 2.Implement AAG cash management system / start consolidation of tech. support 3.Initiate consolidation effort of finance and accounting functions.  Monitor improvement in inventory turnover (DSI) and reduction in inventory levels  Track supply lead time reduction 1.Audit WR inventory management process 2.Start transitioning towards AAG-GAI best practice/technology 3.Focus initial effort on “A-type” inventory (FG, WIP & Systems) 4.Launch task force to assess WR manufacturing capabilities  Track cross-company Car Models per Platform metric  Follow-up on technological change management plan 1.Launch dedicated GAI-wide platform sharing task force 2.Identify technological cross-over potential 3.Prioritize areas for technology integration 4.Identify outdated WR technology practices, develop change management plan Reports on the completion status to Enterprise Integration Steering Committee How do we get there?

10. Source: True Blue Consulting - 10 - WR Due Diligence Summary Extracting AAG/WR Market Synergies MARKET-BASED SYNERGY TASK FORCE GOAL: ACTIONS: METRICS: Reports on the completion status to Enterprise Integration Steering Committee 1.Initiate PR campaign to existing WR customers confirming commitment to WR 2.Identify and communicate company customer satisfaction metrics 3.Set up dealer incentive program tied to customer satisfaction  Closely monitor customer perception survey data  Follow-up on sales targets  Track efficiency of dealer programs  Leverage WR and AAG combined dealer networks ($90MM NPV)  Integrate and reposition WR brand into AAG portfolio ($85MM NPV)  Leverage WR product quality into increased sales ($209MM NPV)  Maintain permanent Customer Focus 1.Survey existing N.A. AAG dealers to gauge potential in cross selling brands 2.Identify unexploited markets and develop action plans to attack 3.Focus initial effort on must-win territories 4.Survey AAG/WR customers to pinpoint brand synergies  Quantify dealers buy- in and levels of dealer cross-brand integration  Gather, quantify, and publish customer feedback 1.Survey customers to understand root-cause of “perceived” quality issues 2.Scrutinize and challenge WR quality control techniques 3.Survey AAG/GAI quality control tools & techniques and deploy to WR 4.Set up reward incentive program linked to achieving quality metrics 1.Refine brand mapping profiles to confirm AAG brands position 2.Understand current WR customers value drivers 3.Develop road map for focused WR brand repositioning 4.Support marketing drive for technological improvement of WR products  Compile, summarize and disseminate quality control data  Identify and exploit “Quick Hits”  Track reduction in average PPV  Survey data collected, summarized, and published  Monitor stages of WR brand redeployment  Track luxury SUV market drivers How do we get there?

11. Source: True Blue Consulting - 11 - WR Due Diligence Summary 85% of Quantified Synergies Realized within 5 years Integration Road Map

12. Source: True Blue Consulting - 12 - WR Due Diligence Summary 100 Day Priorities 1.Communicate vision, strategy and plan for WR within AAG management structure 2.Retain key management talent 3.Establish formal integration management structure and organized key participants 4.Identify areas for immediate value contribution (e.g. headcount, consolidations, etc.) 5.Create measurement system to monitor current and future results from task force initiatives 6.Establish foundation for smooth cultural transition Integration Change Management COMMUNICATION ORGANIZATION CULTURE Enterprise Integration Steering Committee 100 Day Priorities

13. Source: True Blue Consulting - 13 - WR Due Diligence Summary The Integration Timeline Timeline The Integration Plan will progress over the course of five years. Integration Enterprise Team -Create Synergy Teams -Monitor legal and valuation teams -Clearly communicate vision to key stakeholders -Establish new operational models -Monitor overall integration Change Management Team -Establish organizational focus teams -Develop communication and strategy plan -Develop cultural transitional strategy -Identify cultural hazards and mitigate -Public relations campaign -Set organizational reduction goals -Organizational consolidation -Conduct overall integration assessment Operational Synergy Team -Exploit Economies of Scale -Sales Territory Consolidation -Supplier Integration -Cash management system migration -Adoption of AAG/GAI best practices -Implementation of Lean Manufacturing -Total Platform Reduction -Technology Audit and Prioritization Market-Based Synergy Team -Develop PR campaign for WR Customers -Communicate customer satisfaction metrics -Set up reward incentive program -Quantify cross selling potential -Launch CRM and internet campaigns -Integrate distribution capabilities -Expand in N. America -Launch luxury program/reposition WR Brands -New market initiatives Year 3 Q1Q2Q3Q4 Year 4 Q1Q2Q3Q4 Year 2 Q1Q2Q3Q4 Year 5 Q1Q2Q3Q4 Year 1 Q1Q2Q3Q4

14. Source: True Blue Consulting - 14 - WR Due Diligence Summary Transform business to meet the demands of industry Leverage WR acquisition as a catalyst for change Realize AA/WR synergies to achieve market advantage Takeaways Strategic Fit  Where Are We Today ? Risk losing ground as market repositions around new KSFs  Where Do We Want To Go ? Deploy joint enterprise integration management model & measurement system Integration effort achieves break-even within year 1, 50% of total synergies in year 3, 85% in year 5  How and When Do We Get There ?

15. Source: True Blue Consulting - 15 - WR Due Diligence Summary QUESTIONS?

16. Source: True Blue Consulting - 16 - WR Due Diligence Summary Back-up Charts

17. Source: True Blue Consulting - 17 - WR Due Diligence Summary World Roamer Fair Market Valuation Additional Information – Fair Market Valuation The valuation model includes the estimated investment requirements related to WR’s acquisition and integration

18. Source: True Blue Consulting - 18 - WR Due Diligence Summary World Roamer Acquisition Valuation Additional Information – Acquisition Valuation Fair Market Value: $1,897MM Valuation: $2,475MM Valuation: $3,097MM Valuation: $3,602MM Valuation of WR, With Respect To Alternative Synergy Realization Scenarios

19. Source: True Blue Consulting - 19 - WR Due Diligence Summary Cost Savings – The Cash Conversion Cycle Additional Information – Cash Conversion Cycle Cash Conversion Cycle Management Days Sales Outstanding (DSO) Days Payables Outstanding (DPO) Days Sales In Inventory (DII) Inventory Purchased Payment Received Customer Purchase Supplier Paid Days Payable Outstanding Days Sales In Inventory Days Sales Outstanding AAG World Roamer 70 40 17 30 87 44 Potential for significant improvement in WR Cash Conversion Cycle by leveraging GAI/AAG best practices and buying power

20. Source: True Blue Consulting - 20 - WR Due Diligence Summary Post-Merger Integration Costing Additional Information – Integration Costs To be able to realize the promised WR synergies, GAI has to be prepared to invest on three fronts  External Consulting Support First 100-days  $8MM for hands-on consulting support and strategic guidance on synergies extraction  Internal Resources Refocusing First 100-days  $5MM for dedicated internal teams of top executives, middle management and Subject Matter Experts (SMEs) Mid-Term  Additional $5MM over initial 100-days costs  Systems Implementation First 100-days  $60MM Mid-Term  Additional $160MM over 100-days initial outlay Long-Term  Expect an increase of 0.5% to 1% in COGS to support investment in improved systems Mid-Term: Beyond 1 st 100 days, but within 2 years Long-Term: Beyond first 2 years

21. Source: True Blue Consulting - 21 - WR Due Diligence Summary Acquisition Will Require Risk Mitigation Risks Assessment Risk Mitigation Reduction ~ 20%

22. Source: True Blue Consulting - 22 - WR Due Diligence Summary Risk Assessment Process Additional Information – Risk Assessment

23. Source: True Blue Consulting - 23 - WR Due Diligence Summary Risk Assessment/Mitigation Process Additional Information – Company Culture The main risk identified as being High Likelihood / High Impact is Loss of Key Human Capital to Competitors This risk falls under the broader issue of integration of company cultures and organizational control. Mitigation of these risks will require executive management to Maximize stakeholder buy-in and involvement Identify and develop retention strategy for key players in both WR & AAG Have a clear and consistent communication strategy throughout the integration process Develop and implement of a cultural transition strategy to manage and mitigate the culture shock

24. Source: True Blue Consulting - 24 - WR Due Diligence Summary Production Capacity Rationalization Additional Information – Plant Rationalization One of the key mid-term issues following the Post-Merger Integration process will be to address rationalization of the production capacity Current capacity utilization for most of AAG’s products is sub-optimal  Revolver plants well optimized but operating too far from optimum capacity levels  Lion plants not well-optimized but already operating at ideal capacity levels  Panther plants not well-optimized and operating far below ideal capacity levels The unique World Roamer plant is not well-optimized, and already operates close to ideal capacity level  Potential for rationalization of AAG’s production capacity following acquisition of WR  Adding WR production lines to Revolver plants to pick-up forecasted increase in WR sales  Possible rationalization of Panther plants, to be weighed against forecasted market prospects for Panther products

25. Source: True Blue Consulting - 25 - WR Due Diligence Summary Integration - Culture Teamwork Trust Energetic Winning AAG can integrate WR by leveraging WR’s key enablers (trust and teamwork) and by integrating the most desirable cultural features of both worlds. Additional Information – Company Cultures Tradition Sensitive to people Trust Teamwork Energetic Winning Tradition Achieving Action High demands Results Loyalty Outpacing Sensitive to people Achieving Action High demands Results Outpacing Loyalty WRAAG

26. Source: True Blue Consulting - 26 - WR Due Diligence Summary AAG’s Future Challenge… Business Transformation Additional Information – Organization CEO Director Strategy & Planning Director Strategy & Planning Chief of Staff, HR, PR, Legal Chief of Staff, HR, PR, Legal CFO CEO COO HR Director CFO CTO VP Sales & Marketing VP Sales & Marketing VP Purchasing VP Purchasing VP Manufact. VP Manufact. VP Prod. Develop. VP Prod. Develop. HR Director CFO CTO VP Sales & Marketing VP Sales & Marketing VP Purchasing VP Purchasing VP Manufact. VP Manufact. VP Prod. Develop. VP Prod. Develop. HR Director CFO CTO VP Sales & Marketing VP Sales & Marketing VP Purchasing VP Purchasing VP Manufact. VP Manufact. VP Prod. Develop. VP Prod. Develop. HR Director CFO CTO VP Sales & Marketing VP Sales & Marketing VP Purchasing VP Purchasing VP Manufact. VP Manufact. VP Prod. Develop. VP Prod. Develop. Director Sales & Marketing Director Sales & Marketing PantherRevolverCobraLion Current Organizational Structure

27. Source: True Blue Consulting - 27 - WR Due Diligence Summary AAG’s Future Challenge… Business Transformation Additional Information – Organization CEO COO Chief of Staff HR, Legal PR Chief of Staff HR, Legal PR Director Strategy & Planning Director Strategy & Planning CFO CIO Sales & Marketing Sales & Marketing Director Manufact. Director Manufact. Global Purchasing Global Purchasing NA EMEA AP Director Panther Director Panther Director Revolver Director Revolver Director Cobra Director Cobra Director Lion Director Lion Director WR Director WR R&D/CTO

28. Source: True Blue Consulting - 28 - WR Due Diligence Summary – Maturing industry – Globalization – Consolidation – Intense competition – Overcapacity – Increasing efficiency of production process – Strict environmental legislation – Need for cost reduction – New ways to increase profit margins – Decrease time-to-market State of the industry – More frequent model introductions Platform consolidation Modules & systems (design, mfg and supply rolled over to big suppliers) Increasing complexity and technology content of modules & systems – Revised models of vertical integration Supplier consolidation – Competition based on product differentiation Greater focus on customer through multi-branding – Increased sales distribution options – Move into service areas Finance, after-sales – Internet (B2B, B2C) Trends Implications Additional Information – Automotive Industry Trends Success in the mature automotive industry will require leverage of economies of scale and product differentiation leadership Key Success Factors in Automotive Industry

29. Source: True Blue Consulting - 29 - WR Due Diligence Summary o Suppliers have lower labor costs & greater expertise at managing assembly processes in their specialist component area o Responsibility shift – Tier 1 suppliers manage lower Tier suppliers  lower OEM capital requirements & no capital investment required for module/system assembly o Reduce & simplify vehicle assembly process  more transparent plant processes Significant cost savings o Customized modules manufactured by suppliers  shorter lead time o Smaller direct supplier base  increased product quality, decreased costs o Suppliers design modules & systems and are adding additional functional features (i.e. electronics)  increased innovation Reduced time-to-market, increased innovation and quality Modules & Systems Source: Schroder Salomon Smith Barney, True Blue Consulting Additional Information – Modules and Systems Industry trends – Modules & Systems

30. Source: True Blue Consulting - 30 - WR Due Diligence Summary Internet Business-to-business o Cost driver o Supply chain efficiencies driver (instant message with suppliers) o OEMs are moving towards an internet-based platform for their supplier relationships (i.e. Covisint, GM Supply Power...) Internal company processes Input order fill rates and accuracy improvement Quicker expense reports filing Increased innovation - employee ideas sharing Insurance claims processing Business-to-consumer Way to interact with customers Distribution method (increased speed, lower inventories, digital supply chain) Service centers (customer relationship management) Source: Proquest, True Blue Consulting Additional Information – The Internet Internet Implications for the Automotive Industry