1. May 18, 2004 Financial Executive International M&A Issues Dealing With Plan Combinations and Integration Presenter: Len Gray312 902 7646len.gray@mercer.com

2. 2 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Agenda Section 1 – M&A Overview Section 2 – Pre-Deal Strategy & Planning Section 3 – Due Diligence Section 4 – Integration

3. M&A Overview Know key M&A frameworks and terminology

4. 4 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Source: Mercer, Inc. 1 1.5 2 2.5 3 0%10%20%30%40%50%60%70%80%90% Level of Importance Not Difficult but Very Important Not Difficult and Less Important Difficult and Very Important Difficult but Less Important High Low Stabilizing the organization and addressing key employee issues M&A Overview Why they fail – difficulty of addressing key employee issues M&A integration issues vary greatly in terms of importance to the organization and difficulty to achieve… Stabilizing and building support within the customer base Maximizing the advantage from accounting strategies Rationalizing processes Linking IT/ systems support Identifying potential operational efficiencies and combining plants and/or locations effectively

5. 5 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Project Planning Organization Engagement Human Resource Function Leadership Performance Management Integration Planning Total Remuneration Sales Force Compliance Workforce & Staffing Alignment Do by Close Integration CLOSE CLOSE Strategy and Planning Project Management M&A Overview High level process

6. Pre-Deal Strategy & Planning Align action plan with merger rationale

7. 7 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Strategy & Planning Strategic People Implications  Build understanding of the deal and potential targets  Build organizational readiness for business transactions  Build Human Resource function readiness for business transactions Pre-Deal Strategy & Planning Assessing human capital issues

8. 8 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Acquirer - part of industry with excess capacity - eliminates capacity, gains market share, and creates a more efficient operation Successful company expanding geographically - operating units remain local Acquisitions extend a company’s product line or its channel coverage Acquisitions are used in lieu of in-house R&D to build a market position quickly Strategic Objectives Company bets on new industry emerging and establishes a position by calling resources from existing industries w/ eroding boundaries A company increases its size significantly to achieve minimal competitive size or to reduce the risk of “blockbuster” failureConsolidation Geographic Expansion Extend Product Portfolio Add Intellectual Capital Industry Convergence Achieve Critical Mass Pre-Deal Strategy & Planning Merger rationale and strategic objectives

9. 9 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Pre-Deal Strategy & Planning Prioritizing critical people issues Merger Rationale adapted from Not All Mergers Are Alike, Joseph Brower, HBR, March 2001 Business & Organizational Design Leadership Resourcing Rewards Performance Management Cultural Integration Organizational Engagement & Communication Employee Relations Employment Legal Issues HR Organizational Infrastructure Consolidation Extended Product Portfolio Geographic Expansion Added Intellectual Capital Industry Convergence Critical Mass Critical People Issues Merger Rationale

10. 10 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Pre-Deal Strategy & Planning Build M&A context Capture business leaders’ perspectives on… Identify major impediments to achieving success Provide clear understanding of the outcomes of transaction Build Build understanding of business drivers the deal Facilitate alignment of business drivers with “people issues” and the HR organization Key steps to implement the strategy EnvironmentEnvironmentStrategyStrategyActionsActions BarriersBarriersWinningWinning

11. Due Diligence Understand important executive and employee issues

12. 12 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Global self-audit Identify and resolve own issues before integrating acquisitions What programs do we have, and why? – Systems, processes and tools – Cost and liabilities – Where (and who) is our key talent? – What needs to change pre and post acquisition? – How easy will change be? – How does it vary by country? Too often companies think they know themselves because they know themselves in their HQ country

13. 13 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Know thyself

14. 14 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting The “Deal” Employment Agreements Employment Agreements Payroll & Salary Grade Structure Payroll & Salary Grade Structure Retirement & Other Employee Benefits Retirement & Other Employee Benefits Short-term Incentive Comp Short-term Incentive Comp Long-term Incentive Comp Long-term Incentive Comp Deferred Compensation Deferred Compensation CIC Plans/ Parachutes CIC Plans/ Parachutes Perquisites Organization Culture Organization Culture HR Function Due Diligence Key topics to address

15. 15 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Three levels of thinking... Identify factors requiring adjustment to purchase price and/or deal terms Identify any potential “deal breakers” Collect information to identify integration issues and begin planning Where each issue sits on this scale is influenced by:  Size of the deal  Risk tolerance of acquirer  Acquirer familiarity with specific risk Liability Scale

16. 16 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues End negotiations/ do not do deal Adjust acquisition price down Awareness and timing of severance (e.g., staggered terminations) Adjust acquisition price down Potential Issues Resolution of Potential Issues Large/excessive severance/change in control payments (e.g., as percentage of market capitalization) Informal benefit promises Employment Agreements Employment Agreements Large number of employment agreements Large severance payment multiples Broad application of severance plan

17. 17 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues Potential Issues Resolution of Potential Issues Awareness/understanding of Union contracts Evaluate translation into acquirer structure prior Awareness/integration recognition Large number of Union employees Complex or different salary philosophy/structure Large payroll expense Payroll & Salary Grade Structure Payroll & Salary Grade Structure

18. 18 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Asset transfers Change in control provisions European Works Council Negotiate acquisition price and remedy compliance concerns via reps & warranties and/or indemnification Negotiate with target’s actuaries; apply own assumptions Potential Issues Resolution of Potential Issues Due Diligence Resolution of potential issues Review alternative approaches Negotiate acquisition price Negotiate Unfunded or underfunded obligations Inappropriate valuation assumptions Noncompliance Retirement & Other Employee Benefits Retirement & Other Employee Benefits

19. 19 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Policy or contract lapse on change in control Due Diligence Resolution of potential issues Get coverage in place by closing Negotiate adjustment to acquisition price Review potential liability exposure. Get coverage in place by closing if appropriate Potential Issues Resolution of Potential Issues Benefits triggered on sale Unpaid claims Significant exposure to risk due to inappropriate or lack of insurance Retirement & Other Employee Benefits Retirement & Other Employee Benefits

20. 20 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues Recalibrate upon integration using buyer’s plans OR rollover the target’s plan Use buyer’s eligibility and phase out/in target’s participants over time Awareness/lower acquisition price Resolution of Potential Issues Potential Issues Variance in bonus targets or measures between companies Variance in eligibility between companies Guaranteed bonus payments Short-term Incentive Comp Short-term Incentive Comp

21. 21 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues Roll current outstanding options into acquirer company plan (e.g., exchange ratio) Cancel options Recognize and consider lost tail value in current options when making grants to continuing employees Consider making retention grants for key individuals if significant turnover risk exists Potential Issues Resolution of Potential Issues Include options in share price calculation / adjust price per share Large number of unvested options outstanding that will vest and be exercised immediately following a change in control Large number of restricted shares that will vest as a result of a change in control Large number of unvested options outstanding that are “out of the money” Large number of “in the money options” Long-term Incentive Comp Long-term Incentive Comp

22. 22 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Acquiring company does not have deferred compensation plan for current participants to roll-over account balances Due Diligence Resolution of potential issues Purchase price should reflect payout of all account balances Create deferred compensation plan at target (for current participants or larger group) Payout balances to participants Potential Issues Resolution of Potential Issues Large deferred compensation account balances with no funding or security Deferred Compensation Deferred Compensation

23. 23 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues Purchase price should reflect full cost of payments, including tax liability Awareness/determine whether immediate turnover will be a significant issue, create need for retention strategy Awareness/potential purchase price adjustment Resolution of Potential Issues Potential Issues Large number of employees with change of control gross-up provisions Large number of “double trigger” changing in control arrangements Large cost exposure Large number of “single trigger” change in control protections CIC Plans/ Parachutes CIC Plans/ Parachutes

24. 24 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Loans Company Car and Driver Financial Planning Executive and Individual Retirement Promises Retiree Health Executive Health Executive/Director’s Life Insurance Vacation & Holidays Profit sharing Long service leave and bonuses Benefits and Perquisites Note also: Director’s Compensation (often administered by Corporate Secretary, Legal Department or CEO’s office) Due Diligence Other executive benefits and perquisites Perquisites

25. 25 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Resolution of potential issues Understand own culture; “strengthen strengths”; address shortcomings before deal Achieve alignment through change communication Resolution of Potential Issues Differences in expectations regarding transaction Potential Issues Differences in country/geography cultures Substantial differences in human capital strategy or business model (labor-intensive v. capital-intensive) Substantial differences in employee relations history and management/employee attitudes toward unions Differences in attitudes and behaviors regarding achievement, environment, perspective, power & risk Executive level differences – “social issues” Organization Culture Organization Culture Build employee and HR readiness for deals Follow same approach for target DD as for self-analysis

26. 26 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Learn from cultural differences

27. 27 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Differences in staffing levels, processes and structure Due Diligence Resolution of potential issues Unlikely an HR operations issues would stop the deal or have a significant impact on price (possible exception: extreme non- compliance that cannot be quickly fixed) Address issues in integration planning and execution Resolution of Potential Issues Potential Issues Multiple, fragmented systems Unreliable employee data Plan administration compliance issues Significant difference in governance, service delivery model or HR competencies Poor relationship with management, employees No transaction experience Ineffective ability to execute HR Function

28. Integration Prepare for pre-close, “day 1”, immediate and extended integration

29. 29 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting The value realized from an acquisition is directly related to the success of the execution of the integration – the more successful, the more value; the less successful, the less value The value realized from an acquisition is directly related to the success of the execution of the integration – the more successful, the more value; the less successful, the less value Project Planning  Identify internal/external team  Build transaction context Integration Project Planning Value from an acquisition

30. 30 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Project Planning Organization Engagement Human Resource Function Leadership Performance Management Integration Planning Total Remuneration Sales Force Compliance Workforce & Staffing Alignment Do by Close Integration CLOSE CLOSE Strategy and Planning Project Management Integration Project Planning Elements of integration Integration

31. 31 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Integration Project Planning Key steps Pre-deal Doing the deal Integration Prepare your team Know the process Know the target Assess situation Prioritize key areas Identify distinct projects Develop project charters Create detailed plan

32. 32 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting F Design HR structure F Identify HR staffing F Develop technology transition / integration F Make insourcing / outsourcing / cosourcing decisions F Identify leadership behaviors F Select/deselect leadership F Develop assessment and feedback F Develop transition arrangements F Develop framework and philosophy F Review compensation and benefits with gap analysis F Design / Implement compensation and benefits program F Develop understanding of target and current state F Perform initial employee selection / deselection F Develop retention / transition strategy F Develop performance management system F Identify desired behaviors and achievements F Assess desired behaviors and achievements F Reinforce desired behaviors and achievements IMMEDIATE INTEGRATIONEXTENDED INTEGRATION DO BY CLOSECLOSE F Assess legal compliance – retirement, employment practices / contracts F Review HR policies and programs F Address employee relations issues – formal and informal FORMPROJECTTEAMSFORMPROJECTTEAMS F Perform customer analysis F Perform sales analysis F Design new sales program F Assess customer service / programs Compliance Performance Management Performance Management Human Resources Function Human Resources Function Total Remuneration Total Remuneration Sales Force Sales Force Leadership Workforce and Staffing Alignment Workforce and Staffing Alignment Integration Integration process map Project Management Project Management Organizational Engagement Organizational Engagement F Review communication strategy and materials for key messages F Conduct preliminary assessment of communications channels F Develop media and audience matches F Specific plans – pre-close, “first 100 days”, longer term F Characterize current and desired cultures F Identify cultural gaps/differences F Understand business implications of cultural differences F Identify workout strategies to join cultures by engaging employees F Execute engagement events F Resolve tension between results, time, resources F Prioritization of issues/challenges F Integrated project plan and detailed plans for specific tracks F Track execution and achievement of goals F Capture learnings for continuous improvement

33. 33 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Main concerns  How do we retain and motivate key people in all parts of the merged organization?  What are the appropriate short and long-term reward packages which will help to achieve business and cultural strategic goals?  Base and variable compensation programs?  Retirement programs?  Health and Group programs?  Expatriate programs?  Miscellaneous programs? Total Remuneration Integration Total remuneration

34. 34 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Integration Total remuneration – do by close Stock purchase – often nothing, everything comes with the deal, but not always. Need employee communication strategy and integration plan Asset purchase: – works council consultation/negotiation – payroll (including expatriate administration) – employment contracts – insured contracts/ risk assessment – retirement plans (assets, liabilities, administration) – HR systems, tools and processes – HR function – transition services agreement (not available everywhere) – employee communications – integration plan

35. 35 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Integration Total remuneration – close Global roll-out of employee communications Due diligence on all transition activities Manage any “delayed” closings as effectively as possible Don’t let up on transition project management

36. 36 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Integration Total remuneration – post close A thorough due diligence makes integration easy, but reality is that HR rarely has all the information needed, or sufficient time to have developed a full integration strategy, so: – Integrate rapidly, or don’t integrate at all! – Key integration challenge: harmonizing benefits without increasing costs a global compensation and benefits strategy gap analysis between current practice(s) and strategy implementation plan (including grandfathering of existing programs, but keep grandfathering to a minimum DevelopDevelopPerformPerformDevelopDevelop

37. 37 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Due Diligence Project Planning Organization Engagement Human Resource Function Leadership Performance Management Integration Planning Total Remuneration Sales Force Compliance Workforce & Staffing Alignment Do by Close Integration CLOSE CLOSE Strategy and Planning Project Management M&A Overview High level process

38. 38 ©2004, Mercer Human Resource Consulting LLC All rights reserved. This document is the confidential and proprietary property of Mercer Human Resource Consulting LLC. This document (including the format and the presentation thereof) may not be reproduced, modified, sold or otherwise transferred or provided, in whole or in part, to any other person or entity without the prior written permission of Mercer Human Resource Consulting LLC. Mercer Human Resource Consulting Q&A A A Q Q &