1. STRATEGIC PLAN 1999-2002 Presented to the Board of Directors January, 1999

2. Herr-Voss’ executive management and the Company’s planning team members have identified five (5) major strategic goals for the next three years (1999-2002).

3. 1.Increase revenues to $200 million annually by 2002 EBITA to exceed $30 million RONA of 25+%

4. Herr-Voss’ executive management and the Company’s planning team members have identified five (5) major strategic goals for the next three years (1999-2002). 1.Increase revenues to $200 million annually by 2002 EBITA to exceed $30 million RONA of 25+% 2.Balance earnings

5. Herr-Voss’ executive management and the Company’s planning team members have identified five (5) major strategic goals for the next three years (1999-2002). 1.Increase revenues to $200 million annually by 2002 EBITA to exceed $30 million RONA of 25+% 2.Balance earnings 3.Improve organizational effectiveness

6. Herr-Voss’ executive management and the Company’s planning team members have identified five (5) major strategic goals for the next three years (1999-2002). 1.Increase revenues to $200 million annually by 2002 EBITA to exceed $30 million RONA of 25+% 2.Balance earnings 3.Improve organizational effectiveness 4.Improve technology to support the strategic goals

7. Herr-Voss’ executive management and the Company’s planning team members have identified five (5) major strategic goals for the next three years (1999-2002). 1.Increase revenues to $200 million annually by 2002 EBITA to exceed $30 million RONA of 25+% 2.Balance earnings 3.Improve organizational effectiveness 4.Improve technology to support the strategic goals 5.Maximize shareholder value

8. Over the next three years, the economy, both domestically and internationally, is likely to continue its slowdown, straining the ability of Herr-Voss’ customers to commit to major capital equipment orders at the same levels as over the past several years. ECONOMIC OUTLOOK Source: IMF and CBO

9. The steel and aluminum industries are likewise estimated to slow in reaction to this environment. INDUSTRY OUTLOOK Source: Paine Webber, World Steel Dynamics Source: Aluminum Association of America, U.S. Industry & Trade Outlook ‘98, and U.S. Geological Survey

10. Herr-Voss estimates that the total market for capital equipment manufacturing today approximates $365 million domestically, more than double that of 1994. Herr-Voss, Pro-Eco, Braner, and Bradbury have kept pace, at the expense of Stamco and Delta. Note: Market share calculations are based on estimated sales orders, not revenues. MARKET SHARE

11. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million.

12. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. EBITA exceeds $30 million by 2002.

13. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. EBITA exceeds $30 million by 2002. RONA surpasses 25%.

14. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. Expense growth is contained, driven by process efficiencies and productivity improvements. EBITA exceeds $30 million by 2002. RONA surpasses 25%.

15. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. Expense growth is contained, driven by process efficiencies and productivity improvements. Growth of the base business, building on core competencies and adding new products, contributes $140+ million by 2002.. EBITA exceeds $30 million by 2002. RONA surpasses 25%.

16. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. Expense growth is contained, driven by process efficiencies and productivity improvements. Growth of the base business, building on core competencies and adding new products, contributes $140+ million by 2002. EBITA exceeds $30 million by 2002. RONA surpasses 25%. Strategic partnering accounts for $30 million.

17. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. Expense growth is contained, driven by process efficiencies and productivity improvements. Growth of the base business, building on core competencies and adding new products, contributes $140+ million by 2002. 3-5 acquisitions, start-ups, and joint ventures, totaling $75 million in revenues, complete the goal attainment. EBITA exceeds $30 million by 2002. RONA surpasses 25%. Strategic partnering accounts for $30 million.

18. The first, and overarching goal, is to Achieve $200 million in Annual Revenues by 2002. This goal is supported by several key objectives, as follows: Revenues lead the way, growing to exceed $200 million. Expense growth is contained, driven by process efficiencies and productivity improvements. Growth of the base business, building on core competencies and adding new products, contributes $140+ million by 2002. 3-5 acquisitions, start-ups, and joint ventures, totaling $75 million in revenues, complete the goal attainment. Calculated share valuation grows from $25 in 1998 to $90 in 2002. EBITA exceeds $30 million by 2002. RONA surpasses 25%. Strategic partnering accounts for $30 million.

19. Capital outlays are driven primarily by 3-5 acquisitions, start-ups (e.g., H-V Chicago, H-V Mill Rolls), and joint ventures, totaling $59 million over the three-year period. As the following schedule shows, the projected RONA makes the plan attractive both financially and strategically. CAPITAL SPENDING

20. While the first strategic goal addresses the growth imperative of Herr-Voss and the desired quantity of revenues, the second goal—Balance Earnings—deals with the composition and quality of revenues.

21. REVENUE MIX 1999-2002 Note: Strategic Partnering-Services represents H-V Mill Roll Services, Inc. Note: Strategic Partnering-Services represents H-V Mill Roll Services, Inc. and new ventures.

22. …The combined effect of the shifts in product mix and the domestic/foreign mix improves the quality of earnings by providing cyclical balance and solidifying customer relationships. *The foreign component is marginally below the 35% target at 3/31/02 since the full-year impact of the third joint venture is not completely realized.

23. 2002 Total Revenue: $200+ million Core Revenue: $140+ million Acquisitions/Joint Ventures: $75.0 revenue Total EBITA: $30+ million RONA: 25+% STRATEGIC BUSINESS MODEL-2002

24. The third strategic goal —Improve Organizational Effectiveness— addresses those structural changes and process improvements that will be necessary to achieve all of the other strategic goals. …The schematic on the following page shows how Herr-Voss will organize its major lines of business and support functions over the next three years.

28. HV Callery HV Conway Packaging Project Management Engineering Production Control * Plus: Acquisitions, partners, alliances, start-ups

29. HV Callery HV Conway Packaging Project Management Engineering Production Control HV Conway Rolls HV Mill Rolls HV RCI HV Chicago Valley Rolls Parts Field Service Maintenance * Plus: Acquisitions, partners, alliances, start-ups

30. HV Callery HV Conway Packaging Project Management Engineering Production Control HV Conway Rolls HV Mill Rolls HV RCI HV Chicago Valley Rolls Parts Field Service Maintenance HV Ltd. Daido Herr Nippon Herr * Plus: Acquisitions, partners, alliances, start-ups

31. HV Callery HV Conway Packaging Project Management Engineering Production Control HV Conway Rolls HV Mill Rolls HV RCI HV Chicago Valley Rolls Parts Field Service Maintenance HV Ltd. Daido Herr Nippon Herr Purchasing Quality Safety Business Development HR Finance Sales/Marketing IT * Plus: Acquisitions, partners, alliances, start-ups

32. Through this strategic plan and its day-to-day execution, Herr- Voss will build a corporate culture characterized by: Teamwork Quality Management “Out of the box” Thinking Bias for Action Open Communications Empowerment Change Management Job, Team & Company Ownership Recognizing Accomplishments & Performance Customer Service Orientation CORPORATE CULTURE

33. The 5 strategic goals build on the Herr-Voss’ existing core competencies and build new competencies for success. Significant Customer Relationships Engineering Manufacturing Field Service Diverse Product Offerings Industry Leader in Levelers Roll Grinding Retrofitting and Rebuilding of Equipment CORE COMPETENCIES 1999

34. HERR-VOSS STRENGTHS IN 2002 Engineering Standardization Manufacturing of Selected Equipment Alternative Manufacturing Software for Process Controls

35. HERR-VOSS STRENGTHS IN 2002 Engineering Standardization Manufacturing of Selected Equipment Alternative Manufacturing Software for Process Controls Selective Outsourcing Enhanced Service Including Preventative Maintenance Significant Customer Relationships Diverse Product Offerings to Target Markets New Product Offerings

36. HERR-VOSS STRENGTHS IN 2002 Engineering Standardization Manufacturing of Selected Equipment Alternative Manufacturing Software for Process Controls Selective Outsourcing Enhanced Service Including Preventative Maintenance Significant Customer Relationships Diverse Product Offerings to Target Markets New Product Offerings Major Contract Management Partnering Maintain Position in Levelers; Enhance with Additional Services Industry Leader in Roll Grinding And Other Roll Services

37. HERR-VOSS STRENGTHS IN 2002 Engineering Standardization Manufacturing of Selected Equipment Alternative Manufacturing Software for Process Controls Selective Outsourcing Enhanced Service Including Preventative Maintenance Significant Customer Relationships Diverse Product Offerings to Target Markets New Product Offerings Significant Industry Player in Retrofits And Rebuilds Significant International Presence Technology Enhanced Processes Formalized R&D (“H-V Labs”) Major Contract Management Partnering Maintain Position in Levelers; Enhance with Additional Services Industry Leader in Roll Grinding And Other Roll Services

38. IMPROVING OPERATIONAL EFFICIENCY Work process evaluations in engineering and manufacturing to create capacity and reduce the expense and inefficiency of re-work.

39. IMPROVING OPERATIONAL EFFICIENCY Work process evaluations in engineering and manufacturing to create capacity and reduce the expense and inefficiency of re-work. Standardization in engineering and manufacturing processes to contain costs, increase profitability, speed delivery to customers, and reduce unnecessary customization.

40. IMPROVING OPERATIONAL EFFICIENCY Work process evaluations in engineering and manufacturing to create capacity and reduce the expense and inefficiency of re-work. Standardization in engineering and manufacturing processes to contain costs, increase profitability, speed delivery to customers, and reduce unnecessary customization. Project closure concepts like a “quick response team” to react to problems will be evaluated. A Project Management system with empowered and accountable Project Managers will be instituted.

41. IMPROVING OPERATIONAL EFFICIENCY Work process evaluations in engineering and manufacturing to create capacity and reduce the expense and inefficiency of re-work. Standardization in engineering and manufacturing processes to contain costs, increase profitability, speed delivery to customers, and reduce unnecessary customization. Project closure concepts like a “quick response team” to react to problems will be evaluated. A Project Management system with empowered and accountable Project Managers will be instituted. Sales processes redesigned to focus on and select those customers most likely to be profitable to Herr-Voss, to accelerate and streamline the proposal/bid/estimating phase, and to provide a more rapid and competitive response to customers.

42. MAXIMIZING HUMAN POTENTIAL Compensation systems will be refocused toward performance-based pay and team initiatives which foster empowerment and reward accountability.

43. MAXIMIZING HUMAN POTENTIAL Compensation systems will be refocused toward performance-based pay and team initiatives which foster empowerment and reward accountability. Benefits programs will continue to respond to employee needs while seeking maximum economic value for the shareholder.

44. MAXIMIZING HUMAN POTENTIAL Compensation systems will be refocused toward performance-based pay and team initiatives which foster empowerment and reward accountability. Benefits programs will continue to respond to employee needs while seeking maximum economic value for the shareholder. Incentives, financial and non-monetary, as well as short-term and long-term (including forms of equity participation) will recognize superior performance.

45. MAXIMIZING HUMAN POTENTIAL Compensation systems will be refocused toward performance-based pay and team initiatives which foster empowerment and reward accountability. Benefits programs will continue to respond to employee needs while seeking maximum economic value for the shareholder. Incentives, financial and non-monetary, as well as short-term and long-term (including forms of equity participation) will recognize superior performance. Training will be strategically focused on preparing the workforce for the challenges of executing the plan. Emphasis on leadership skills, technical training, communications and teamwork.

46. The fourth strategic goal addresses the critical need for Improved Technology to help support and facilitate the achievement of the other goals.

47. Improved technology must support: 1. Streamlined work processes to create the capacity for growth.

48. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development.

49. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development. 3. Effective administrative and office systems to lower the ratio of administration growth to business growth.

50. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development. 3. Effective administrative and office systems to lower the ratio of administration growth to business growth. 4. A corporate culture of openness and empowerment.

51. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development. 3. Effective administrative and office systems to lower the ratio of administration growth to business growth. 4. A corporate culture of openness and empowerment. 5. A focus on the customer to facilitate access, understanding, and communications..

52. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development. 3. Effective administrative and office systems to lower the ratio of administration growth to business growth. 4. A corporate culture of openness and empowerment. 5. A focus on the customer to facilitate access, understanding, and communications. 6. New acquisition integration.

53. Improved technology must support: 1. Streamlined work processes to create the capacity for growth. 2. Innovation and faster product and process development. 3. Effective administrative and office systems to lower the ratio of administration growth to business growth. 4. A corporate culture of openness and empowerment. 5. A focus on the customer to facilitate access, understanding, and communications. 6. New acquisition integration. All IT investments must accrue real benefits by improving operations and/or the marketability of products, and meet ROI targets...

54. The first four strategic goals, taken together, help to realize the fifth strategic goal— Maximize Shareholder Value

55. This strategic plan: Improves corporate profitability through significant revenue growth, increased efficiency, and improved organizational effectiveness. MAXIMIZING SHAREHOLDER VALUE

56. This strategic plan: Improves corporate profitability through significant revenue growth, increased efficiency, and improved organizational effectiveness. Enhances customer service by developing the information and processes to better focus on customers, and understand and meet their needs. MAXIMIZING SHAREHOLDER VALUE

57. This strategic plan: Improves corporate profitability through significant revenue growth, increased efficiency, and improved organizational effectiveness. Enhances customer service by developing the information and processes to better focus on customers, and understand and meet their needs. Enriches employees through empowerment, open and candid communications, pay systems that recognize and reward achievement, and shared vision and commitment to the future. MAXIMIZING SHAREHOLDER VALUE

58. This strategic plan: Improves corporate profitability through significant revenue growth, increased efficiency, and improved organizational effectiveness. Enhances customer service by developing the information and processes to better focus on customers, and understand and meet their needs. Enriches employees through empowerment, open and candid communications, pay systems that recognize and reward achievement, and shared vision and commitment to the future. Earns public respect by outperforming the competition and setting the standard that others seek to emulate. Over the longer term, public respect is measured by share price in a public offering. MAXIMIZING SHAREHOLDER VALUE

59. This strategic plan: Improves corporate profitability through significant revenue growth, increased efficiency, and improved organizational effectiveness. Enhances customer service by developing the information and processes to better focus on customers, and understand and meet their needs. Enriches employees through empowerment, open and candid communications, pay systems that recognize and reward achievement, and shared vision and commitment to the future. Earns public respect by outperforming the competition and setting the standard that others seek to emulate. Over the longer term, public respect is measured by share price in a public offering. Meets the expectations of the Board of Directors by achieving the ambitious goals of this plan, doing so without incurring undo risk, while substantially raising the shareholder value of the Company. MAXIMIZING SHAREHOLDER VALUE

60. Over the three years of this strategic plan, shareholder value is maximized as measured by key indicators, as follows:

61. MAXIMIZING SHAREHOLDER VALUE Core Business Over the three years of this strategic plan, shareholder value is maximized as measured by key indicators, as follows: Note: Core Business includes the strategic partnering for capital equipment. The strategic partnering for services is included with Acquisitions/Joint Ventures/Start-ups.

62. MAXIMIZING SHAREHOLDER VALUE Core Business Acquisitions/Joint Ventures/Start-Ups Over the three years of this strategic plan, shareholder value is maximized as measured by key indicators, as follows: Note: Core Business includes the strategic partnering for capital equipment. The strategic partnering for services is included with Acquisitions/Joint Ventures/Start-ups.

63. MAXIMIZING SHAREHOLDER VALUE Total Core Business Acquisitions/Joint Ventures/Start-Ups Over the three years of this strategic plan, shareholder value is maximized as measured by key indicators, as follows: Note: Core Business includes the strategic partnering for capital equipment. The strategic partnering for services is included with Acquisitions/Joint Ventures/Start-ups.

64. ACTION INITIATIVES Goal #1 Core business earnings--15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services New services operations--acquisitions/start- ups/JVs New products, capabilities, and service offerings

65. ACTION INITIATIVES Goal #1 Core business earnings--15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services New services operations--acquisitions/start- ups/JVs New products, capabilities, and service offerings Goal #2 Two business opportunities p/a One technical services company acquisition p/a Aftermarket grows by 15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services

66. ACTION INITIATIVES Goal #1 Core business earnings--15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services New services operations--acquisitions/start- ups/JVs New products, capabilities, and service offerings Goal #3 SBUs as a framework to focus growth Project Management systems Work practices, engineering, and shop operations Performance-based pay with incentives for performance Training programs concentrating on skills required for growth and success Goal #2 Two business opportunities p/a One technical services company acquisition p/a Aftermarket grows by 15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services

67. ACTION INITIATIVES Goal #1 Core business earnings--15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services New services operations--acquisitions/start- ups/JVs New products, capabilities, and service offerings Goal #4 IT system that fosters open communications and information sharing Advanced financial analysis tools including project and job costing IT to support improved work process efficiencies IT that supports sales and marketing growth IT approach to acquisition integration Goal #3 SBUs as a framework to focus growth Project Management systems Work practices, engineering, and shop operations Performance-based pay with incentives for performance Training programs concentrating on skills required for growth and success Goal #2 Two business opportunities p/a One technical services company acquisition p/a Aftermarket grows by 15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services

68. ACTION INITIATIVES Goal #1 Core business earnings--15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services New services operations--acquisitions/start- ups/JVs New products, capabilities, and service offerings Goal #4 IT system that fosters open communications and information sharing Advanced financial analysis tools including project and job costing IT to support improved work process efficiencies IT that supports sales and marketing growth IT approach to acquisition integration Goal #3 SBUs as a framework to focus growth Project Management systems Work practices, engineering, and shop operations Performance-based pay with incentives for performance Training programs concentrating on skills required for growth and success Goal #2 Two business opportunities p/a One technical services company acquisition p/a Aftermarket grows by 15% p/a 2-4 strategic partnerships, annual revenue $4-10 million each New international markets, turnkey projects, partnerships, and aftermarket services Goal #5 High performing company as measured by key indicators Debt consistent with growth objectives Company reputation as measured by customer, employee, and peer group analyses 3-5 long-term strategic partnerships with customers/competitors/suppliers Exceed Board expectations; accomplish the goals of this strategic plan