1. New Company Name 1 Merger Tagline

2. New Company Name 2 Key Points of the Merger Merger or an Acquisition If an acquisition, who is acquiring whom Degree of integration anticipated (e.g., the two entities will be fully integrated) Corporate headquarters in Anywhere, USA Timing –Close expected Summer 2001 –Integration complete December 2001

3. New Company Name 3 Strategy Behind the Deal Why a merger/or acquisition? (e.g., part of our growth strategy is to…) Why this company? (e.g., The combination of Company A and Company B will allow us together to…) Other key points

4. New Company Name 4 Company B (Acquired Company) Corporate headquarters in Anywhere, USA Major locations (or number of locations): –Major location 1--Describe –Major location 2--Describe Number of employees

5. New Company Name 5 Company B Stock symbol Recent revenue growth Market share Other pertinent financial data that will be shared

6. New Company Name 6 Overview of Products/Services of Company B List major products/services List well-known brands

7. New Company Name 7 Key Customers of Company B List key customers

8. New Company Name 8 Merger Details Valuation: New ticker symbol listed on XX exchange Each AAA shareholder receives # shares of BBB Each BBB shareholder receives # shares of AAA Other important merger details

9. New Company Name 9 The Company We Are Creating Number X in the YYY industry –Premier … company –What the new company will be known for –Superior marketing power –Financial strength in a consolidating industry –Talented and experienced management team

10. New Company Name 10 Operational Efficiencies $ savings through… Restructuring charge $ Restructuring charged as exceptional operating item over the next # years

11. New Company Name 11 Restructuring Information Statement as to how the company will treat duplicate positions/locations Layoffs? Closures?

12. New Company Name 12 Integration Planning Process/Timeline Negotiation/Agreement Due Diligence Integration Planning Integration Announcement Planning Regulatory Approval Agreement Announcement

13. New Company Name 13 Steering Committee/Integration Team Roles & Responsibilities Define Integration Strategy Provide strategic direction for Integration Planning Set goals, measures, timelines, and milestones Make key decisions Monitor progress Approve Integration Plans

14. New Company Name 14 Chartering the Integration Team Team Members Team Scope/Objective Team Goals/Deliverables Success Measures Reporting/ Communication Resources Boundaries Approval

15. New Company Name 15 Governance Spending decisions up to 50K Selection decisions at the Director/Manager level Report monthly to the Steering Committee

16. New Company Name 16 Integration Team/Task Force Structure INTEGRATION TEAM Finance Information Systems Communi- cations Logistics/ Facilities MfgEngineering Service Areas Customer Service OperationsR & D Admin STEERING COMMITTEE Human Resources Synergy Sales & Marketing Product Groups

17. New Company Name 17 Major Milestones Announcement - Today Regulatory Approval – 8-12 weeks Close – July 1 Implementation complete – September 30

18. New Company Name 18 Administration and Logistics Integration Team will report monthly to the Steering Committee Integration Team will meet every Tuesday alternating between Chicago and New York

19. New Company Name 19 Next Steps Task Force Kickoff Begin Integration Planning

20. New Company Name 20 Statement as to whether or not the company plans to make additional acquisitions