#1CREDIT SUISSE Confidential Project Florida Preliminary discussion materials for the Special Committee Maine discussion materials November 29, 2012 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse AG or its Affiliates (hereafter "Credit Suisse").#2Table of contents 1. Introduction 2. Preliminary Maine financial analysis Pro forma financial impact Appendix CREDIT SUISSE Confidential#31. Introduction CREDIT SUISSE Confidential 2#4Preliminary side-by-side-analysis ($ in millions, except where otherwise noted) Share price (11/28/12) % premium/(discount) to current % premium/(discount) to 52-week high Implied equity value Enterprise value Enterprise value / 2012E EBITDA(X) 2013E EBITDA(X) Proved reserves ($/mcfe) Recoverable unrisked resources ($/mcfe)- per Maine Recoverable unrisked resources ($/mcfe)- per RPS(3) 2012E Production ($/mcfe/d) 2013E Production ($/mcfe/d) Pre-tax PV-10% Price / 2012E CFPS 2013E CFPS Statistics 12/31/2011 Proved reserves (Bcfe) % oil % developed Resource potential (Tcfe) 2012E production (mcfe/d) % oil R/P (3) (5) Florida at market $38.56 (21.2%) CREDIT SUISSE $36,729 40,129 5.8x 4.4x 7.1x 5.0x Maine $8.19 (50.6%) $1,327 2,404 11.6x 9.8x $9.93 0.04 0.11 17,417 16,024 2.9x 11.2x 5.7x 242 40.6% 84.9% 63.7 138 40.6% 4.8x Illustrative Maine acquisition price $15.50 89.3% (6.5%) $3,574 3,682 17.7x 15.1x $15.21 0.06 0.17 26,680 24,546 4.4x 21.2x 10.8x 242 40.6% 84.9% 63.7 138 40.6% 4.8x $17.00 107.6% 2.6% $3,923 4,031 19.4x 16.5x $16.65 0.06 0.18 29,209 26,872 4.9x 23.2x 11.9x 242 40.6% 84.9% 63.7 138 40.6% 4.8x $12.81(4) $13.90(5) 56.5% 69.8% (22.7%) (16.1%) $2,954 3,062 14.7x 12.5x $12.65 0.05 0.14 22,190 20,415 3.7x 17.5x 9.0x 242 40.6% 84.9% 63.7 138 40.6% 4.8x $3,204 3,312 15.9x 13.6x $13.68 0.05 0.15 23,999 22,079 4.0x 19.0x 9.7x Source: Public filings, company projections at forward curve pricing as of 11/28/12 and FactSet Research Systems. (1) Florida corporate adjustments as of 9/30/12 based on $3.7 billion of cash, $3.5 billion of debt and $3.8 billion of noncontrolling interest per Florida 10-Q. Maine corporate adjustments as of 9/30/12 based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100. Assumes unrisked 3P reserves of 335 Befe and unrisked resource potential of 63,500 Bofe, per Maine management. Assumes unrisked 3P reserves of 335 Bofe and unrisked resource potential of 21,832 Befe, per RPS estimates. 242 40.6% 84.9% 63.7 138 40.6% 4.8x Blended acquisition cost per Maine share based on $15.50 per share value to Maine's public shareholders and no premium to shares and convertible held by Pennsylvania and Florida, respectively. Share price calculated as sum of (4) and value of royalty unit implied by RPS net risked resource estimate of 3.0 Tcfe (including Davy Jones) and 4% overriding royalty interest at 12% illustrative discount rate. Confidential 3#5Preliminary Maine share price performance Average Closing Share Price 60-calendar day 90-calendar day $11.68 $11.99 Current 11/28/2012 $8.19 Price $24 $21 $18 $15 $12 $9 $6 $3 High $16.57 $0 11/28/09 52-week 1/11/2010: Announced discovery on its Davy Jones ultra-deep prospect located on South Marsh Island Block 230 in approximately 20 feet of water 5/3/10 CREDIT SUISSE Low $7.25 5-day $10.20 5/3/2010: James R. Moffett named President and Chief Executive Officer I 10/7/10 10-day $11.30 20-day $11.90 Source: Factset Research Systems. 9/8/2011: Acquired Whitney Exploration's interest in Davy Jones and Blackbeard East exploration projects 12/30/2010: Announced the completion of its previously announced acquisition of Pennsylvania's shallow water GOM shelf assets and related financings. 3/11/11 Volume in Thousands 8/16/11 - Maine 1/5/2012: Announced the completion of activities at the Davy Jones No. 1 discovery well are in an advanced stage 1-year 1/19/12 $12.11 7/30/2012: Announced delay in planned Davy Jones flow test to August 2-year $13.79 9/4/2012: Announced September expected timing of Davy Jones flow test 6/22/12 11/26/2012: Announced that solvents will have to be injected into Davy Jones well to obtain a measurable flow test 3-year $13.64 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 11/28/12 Volume Confidential#6Maine GOM exploration update Excerpts from Maine 11/26/2012 press release ■ Maine updated its ultra-deep exploration and development activities in the shallow waters of the GOM Shelf and onshore on the Gulf Coast At Davy Jones No. 1, Maine has recovered to date completion fluids with weights of approximately 9 and 19 pounds per gallon and is initiating operations to inject a barite solvent into the formation in order to clean out the perforations to achieve a measureable flow test The Lineham Creek exploratory well has encountered hydrocarbon bearing porous sands above 24,000 feet ■ The Blackbeard West No. 2 ultra-deep exploration well is currently drilling below 25,200 feet and has encountered additional potential hydrocarbon bearing sands at approximately 25,000 feet The Lomond North ultra-deep prospect is currently drilling below 10,700 feet (proposed total depth of 30,000 feet) Selected press commentary Maine share price performance since announcement $13.00 $11.00 CREDIT SUISSE $9.00 $7.00 $12.45 11/23/12 "Shares of Maine plunged for a second day after the oil and natural gas drilling company said it is taking longer than expected to develop a well in the Gulf of Mexico.[...] Analysts say it has been more than a year since the original target date for the flow test, without any measurable results. Maine's update 'likely did little to improve investor sentiment and may have raised more questions regarding the well's ability to produce commercial amounts of gas, JPMorgan analyst Joseph Allman wrote in a research note published Tuesday. If Maine fails to unclog the well, it potentially may have to abandon it, Allman stated." The Associated Press, 11/27/12 "In a note to investors earlier today, Capital One analyst Richard Tullis responded to the news by lowering his price target on Maine to $9 from $12. Although Maine may eventually be able to conduct the flow test, the company faces greater risk in light of yesterday's news, wrote Tullis, who nevertheless maintained an Add rating on the stock. Conversely, RBC Capital earlier today downgraded Maine to Sector Perform from Outperform, and JPMorgan asserted that the company has zero equity value, given uncertainty about the commercial viability of the Davy Jones field." Theflyonethewall.com, 11/27/12 $9.65 11/26/2012 announcement 11/26/12 $8.18 11/27/12 $8.19 (34.2%) 11/28/12 Shares of Maine [...] tumbled to a three-year low on Tuesday after a disappointing update on the company's Davy Jones deep gas prospect off the Louisiana coast. Shares of Maine [...] were down 11 percent after a 22 percent drop on Monday. The market passed judgment on what we believe is still a 'science project," Raymond James analyst Andrew Coleman said, referring to the two weeks of testing of a well now likely to produce between 10 million and 20 million cubic feet per day-less than half the initial expectations. Coleman said the Davy Jones project, which followed a discovery announced in early 2010, had cost $960 million so far. Analysts at Tudor Pickering Holt said heavydrilling fluid could be hindering the well flow, though there was not yet enough information to determine whether the issue was 'mechanical or reservoir-related." Reuters, 11/27/12 Confidential 5#7Preliminary relative price performance 1-year 140% 130% 120% 110% 100% 90% 80% 70% 60% 50% 11/28/11 2/9/12 4/20/12 -Florida - Maine P CREDIT SUISSE 7/4/12 - 9/14/12 GOM E&P Florida +7% Source: FactSet Research Systems. (1) GOM E&P (5%) Maine (44%) 11/28/12 3-months 130% 120% 110% 100% 90% 80% 70% 60% 50% سلسہ 11/9/12 8/28/12 9/14/12 10/3/12 10/22/12 - Florida - Maine- GOM E&P GOM independent E&P companies include EXXI, WTI, SGY, EPL, PQ and CXPO. Florida +8% GOM E&P(¹) (11%) Maine (36%) 11/28/12 Confidential 6#8Preliminary selected equity research perspectives Date Name 11/26/12 Jefferies 11/26/12 11/26/12 10/22/12 Ladenburg Thalmann & Co. 10/19/12 Susquehanna 10/19/12 Howard Weil Inc 10/11/12 Dahlman Rose & Co. RBC Capital Capital One Southcoast Source: Bloomberg, FactSet Research Systems. (1) Recommendation CREDIT SUISSE Hold Sector perform Add Buy Based on Maine's closing share price of $8.19 as of 11/28/12. Positive Market perform Buy Mean - post announcement Median - post announcement Mean - all reports Median - all reports Price target 12.00 10.00 9.00 21.00 18.00 15.00 15.00 $10.33 10.00 $14.29 15.00 Premium / (discount) (1) to current 46.5% 22.1% 9.9% 156.4% 119.8% 83.2% 83.2% 26.2% 22.1% 74.4% 83.2% Press release regarding Davy Jones on 11/26/12 Confidential 7#9Preliminary illustrative Maine transaction matrix ($ in millions, except as indicated) % premium / (discount) to: Current 52-week high All-time high 5-day average 10-day average 20-day average 30-calendar day average 60-calendar day average 90-calendar day average 1-year average Fully diluted shares Implied equity value (¹) Corporate adjustments (2) Implied enterprise value Pennsylvania interest (shares in millions) Florida interest after conversion (shares in millions) Enterprise value / 2012E EBITDAX Fully diluted shares (ex Pennsylvania and Florida interest) Implied equity value (ex Pennsylvania and Florida interest) Incremental consideration 2012E Production ($/ mcfe/d) 2013E Production ($ / mcfe/d) Pre-tax PV-10% 2013E EBITDAX Proved reserves ($ / mcfe) Total resources ($/ mcfe) per Maine management ( Total resources ($/mcfe) per RPS → Price / 2012E CFPS 2013E CFPS Data $48.96 62.93 38.61 38.11 38.64 38.64 39.49 39.32 37.98 (3) CREDIT SUISSE Data $6,956 9,215 $5.42 7.66 Florida 11/28/2012 $38.56 (21.2%) $16.57 (38.7%) 34.48 10.20 (0.1%) 1.2% 11.30 (0.2%) 11.90 (0.2%) 11.88 (2.4%) 11.68 (1.9%) 11.99 12.11 1.5% 949.6 $36,729 3,400 $40,129 5.8x 4.4x Data 7.1x 5.0x Data $208 244 242 63,835 21,832 138 150 829 $0.73 1.43 Maine 11/28/12 $8.19 (50.6%) (76.2%) (19.7%) (27.5%) (31.2%) (31.0%) (29.9%) (31.7%) (32.4%) 162.0 $1,327 1,077 $2,404 51.0 111.0 $909 11.6x 9.8 $9.93 0.04 0.11 $17,417 16,024 2.9x 11.2x 5.7 $12.50 52.6% (24.6%) (63.7%) 22.5% 10.6% 5.1% 5.2% 7.0% 4.2% 3.2% 230.6 $2,882 108 $2,990 51.0 34.3 145.2 $1,815 14.4x 12.2 $12.35 0.05 0.14 $21,667 19,933 3.6x 17.1x 8.7 Illustrative Maine purchase price $14.00 $15.50 70.9% (15.5%) (59.4%) 37.2% 23.9% 17.7% 17.9% 19.8% 16.7% 15.6% 230.4 $3,225 108 $3,333 51.0 34.2 145.1 $2,032 $217 16.0x 13.6 $13.77 0.05 0.15 $24,153 22,221 4.0x 19.1x 9.8 89.3% (6.5%) (55.0%) 51.9% 37.2% 30.3% 30.5% 32.7% 29.2% 28.0% 230.6 $3,574 108 $3,682 51.0 33.7 145.8 $2,260 $229 17.7x 15.1 $15.21 0.06 0.17 $26,680 24,546 4.4x 21.2x 10.8 $17.00 107.6% 2.6% (50.7%) 66.6% 50.5% 42.9% 43.1% 45.5% 41.7% 40.4% 230.7 $3,923 108 $4,031 51.0 33.3 146.4 $2,489 $229 19.4x 16.5 $16.65 0.06 0.18 $29,209 26,872 4.9x (2) Source: Florida management 5-year plan, Maine Financial Projections. (1) Assumes 161.9 million basic shares outstanding for Maine per Maine management, 14.3 million options outstanding at a weighted average exercise price of $14.20 per share and 0.1 million RSUS. Assumes 949.3 million basic shares outstanding for Florida, 13.6 million options exercisable at weighted average price of $33.10 and RSUS of 1.3 million. Maine corporate adjustments as of 9/30/12 based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100 for Q3 2012. Florida corporate adjustments as of 9/30/12 based on $3.7 billion of cash, $3.5 billion of debt and $3.6 billion of noncontrolling interest per Florida 100. Assumes unrisked 3P reserves of 335 Befe and unrisked resource potential of 63,500 Bofe, per Maine management. Assumes unrisked 3P reserves of 335 Bcfe and unrisked resource potential of 21,498 Bcfe, per RPS estimates. 23.2x 11.9 Confidential 8#10Premiums paid on selected precedent transactions 100% cash consideration, transaction value >$2 billion (U38 in millions) Ann. Date Target 09/03/12 Medicle Pharmaceutical Corp 07/23/12 Nexen Inc. 07/09/12 Amerigroup Corp 07/01/12 Lincare Holdings inc 06/29/12 Amylin Pharmaceuticals Inc 04/19/12 Human Genome Sciences inc 01/07/12 Inhibitex inc 09/12/11 NetLogic Microsystems 08/15/11 Motorola Mobility Holdings Inc 07/15/11 Petrohawk Energy Corp 06/23/11 Southern Union Co The Timberland Co 06/13/11 06/06/11 Temple-Inland Inc 05/06/11 Warner Music Group Corp 05/04/11 Varlan Semiconductor Equip 04/04/11 National Semiconductor Corp 03/28/11 GSI Commerce inc 02/07/11 Beckman Coulter Inc 11/30/10 Baldor Electric Co 11/15/10 Bucyrus International Inc 10/12/10 King Pharmaceuticals inc 08/23/10 SPAR Inc 08/19/10 McAfee Inc 05/12/10 Sybase inc 03/01/10 OSI Pharmaceuticals inc 02/28/10 Millipore Corp 11/11/09 3Com Corp 09/21/09 Perot Systems Corp 04/20/09 Sun Microsystems inc 10/02/08 Atmel Corp 07/14/08 Republic Services Inc 07/14/08 Duvernay Oll Corp 07/10/08 Rohm & Haas Co 05/13/08 Electronic Data Systems Corp Diebold Inc 03/03/08 02/21/08 ChoicePoint Inc 12/10/07 Adams Respiratory Therapeutics 11/26/07 Genlyte Group Inc 10/15/07 Tektronix Inc Source: Note: Acquiror Valeant Pharm Inti Inc CNOOC WellPoint Inc Linde AG Bristol-Myers Squibb Co GlaxoSmithKline PLC Bristol-Myers Squibb Co Broadcom Corp. Google Inc BHP Billiton PLC The Williams Cos Inc VF Enterprises Inc International Paper Co CREDIT SUISSE Access Industries Inc Applied Materials Texas Instruments Inc eBay Inc. Danaher Corp ABB Ltd Caterpillar Inc Pfizer Inc Hewlett-Packard Co Intel SAP Astellas Pharma Inc Merck KGaA Hewlett-Packard Co Dell Inc Oracle Corp Microchip Technology Inc Waste Management Inc Royal Dutch Shell Dow Chemical Co Hewlett-Packard Co United Technologies Corp Reed Elsevier Group PLC Reckitt Benckiser PLC Philips Holding USA Inc Danaher Corp SDC Platinum, FactSet Research Systems. Highlighted deals represent E&P transactions. Premium to unaffected spot prices. Trans. Value $3,074 17,743 4,852 3,689 7,183 2,910 2,524 3,678 11,878 15,068 5,520 2,181 3,582 3,306 4,715 6,360 2,279 5,782 4,188 7,453 3,566 2,065 7,828 6,149 3,100 6,127 3,183 3,628 7,305 2,249 7,016 5,838 15,513 12,565 2,632 3,790 2,267 2,810 2,956 1-Day 39.4% 61.2% 43.0% 64.3% 101.4% 98.7% 163.4% 56.7% 63.5% 65.0% 55.7% 43.4% 47.5% 74.8% 55.4% 77.7% 50.9% 46.3% 40.8% 32.2% 40.4% 82.9% 60.4% 56.4% 55.3% 50.0% 38.8% 67.5% 42.0% 52.4% 32.6% 42.0% 74.0% 32.6% 65.8% 48.5% 37.4% 52.4% 34.1% 5-Day 34.5% 66.0% 39.6% 61.2% 103.1% 92.3% 137.7% 67.3% 85.8% 57.7% 50.2% 45.8% 30.6% 56.8% 34.5% 73.3% 49.3% 42.8% 41.5% 27.7% 40.3% 83.3% 60.2% 53.0% 55.2% 54.9% 44.7% 74.6% 48.0% 37.4% 29.3% 51.2% 72.3% 29.8% 55.3% 46.0% 38.6% 46.7% 31.9% 10-Day 34.0% 67.1% 45.8% 66.7% 97.7% 79.9% 137.4% 74.0% 82.2% 57.1% 48.6% 32.2% 38.8% 53.1% 46.0% 78.6% 59.0% 50.5% 42.7% 36.5% 43.5% 223.9% 47.6% 50.5% 62.1% 57.5% 45.2% 80.1% 11.9% 31.6% 24.6% 37.0% 59.0% 31.9% 60.4% 52.4% 45.0% 43.9% 36.1% Premium to (¹) 20-Day 33.5% 73.7% 47.2% 82.2% 81.4% 85.1% 86.2% 58.4% 84.4% 63.6% 55.9% 27.6% 31.2% 50.3% 30.0% 70.2% 40.7% 49.0% 50.6% 23.6% 53.2% 244.8% 52.0% 38.1% 68.0% 51.1% 38.8% 76.5% 17.3% 26.3% 9.3% 34.3% 53.3% 47.2% 47.4% 55.3% 39.0% 65.7% 19.4% 30-Day 33.1% 74.5% 47.2% 81.5% 73.5% 75.9% 86.2% 58.4% 89.4% 62.1% 58.9% 26.9% 33.2% 50.3% 33.2% 61.2% 40.4% 48.9% 51.1% 23.8% 52.1% 254.8% 56.0% 38.1% 69.9% 50.0% 38.6% 76.5% 17.3% 21.7% 9.3% 34.3% 51.1% 44.9% 54.7% 56.9% 39.1% 64.4% 19.8% 60-Day 33.1% 74.5% 47.2% 81.5% 73.5% 75.9% 86.2% 58.4% 89.4% 62.1% 58.9% 26.9% 33.2% 50.3% 33.2% 61.2% 40.4% 48.9% 51.1% 23.8% 52.1% 254.8% 56.0% 38.1% 69.9% 50.0% 38.6% 76.5% 17.3% 21.7% 9.3% 34.3% 51.1% 44.9% 54.7% 56.9% 39.1% 19.8% 52wk high 9.7% 10.0% 22.4% 36.5% 68.0% (52.5%) 57.7% 14.4% 9.5% 41.2% 44.3% (5.9%) 18.3% 2.9% 25.0% 56.3% (6.7%) 19.5% 38.7% 21.2% 8.0% 82.1% 5.1% 34.9% 44.4% 43.6% 33.9% 59.4% (42.0%) (14.2%) 5.7% 22.8% 24.4% (14.2%) (26.6%) 12.9% 28.6% 8.6% 7.4% Confidential 9#11Premiums paid on selected precedent transactions (cont'd) 100% cash consideration, transaction value >$2 billion (U38 In millions) Ann. Date Target 08/02/07 CheckFree Corp 07/27/07 Kyphon Inc 07/25/07 Dade Behring Holdings Inc 07/03/07 Huntsman Corp aQuantive Inc Inti Sec Exchange Hidge inc 05/18/07 04/30/07 03/29/07 Lone Star Technologies Inc Kos Pharmaceuticals inc 11/06/06 10/28/06 American Power Conversion 10/02/06 Myogen Inc 06/29/06 RSA Security Inc 06/23/06 Kerr-McGee Corp 06/23/06 Western Gas Resources inc 06/12/06 Maverick Tube Corp 12/14/05 Anteon International Corp 12/14/05 Abgenix Inc 11/13/05 Georgia-Pacific Corp 09/19/05 Spinnaker Exploration Co 08/24/05 York International Corp 08/03/05 Reebok International Ltd All transactions E&P transactions 2012YTD transactions 2011 transactions 2009 transactions 2008 transactions 2005-07 transactions $2-4 billion transactions Source: Note (1) Acquiror Fiserv Inc Medtronic Inc Siemens Medical Solutions Inc Hexion Specialty Chemicals Inc Microsoft Corp Eurex AG CREDIT SUISSE United States Steel Corp Abbott Laboratories Schneider Electric SA Gilead Sciences Inc EMC Corp Anadarko Petroleum Corp Anadarko Petroleum Corp Tenaris SA General Dynamics Corp Amgen Inc Koch Forest Products inc Norsk Hydro A SA Johnson Controls Inc adidas-Salomon AG Mean Median Mean Median Mean Median Mean Median Mean Median Mean Median Mean Median Mean Median 800 Platinum, FactBet Research Systems. Highlighted deals represent E&P transactions. Premium to unaffected spot prices. Trans. Value 4,290 4,068 7,131 6,239 6,333 2,821 2,099 4,146 6,085 2,474 2,337 17,818 5,385 3,096 2,176 2,127 12,634 2,545 3,288 4,220 1-Day 30.3% 32.3% 37.7% 48.1% 85.4% 47.6% 39.3% 55.7% 30.5% 49.7% 44.6% 40.2% 49.1% 42.4% 36.1% 74.4% 38.5% 34.4% 35.3% 34.2% 53.1% 48.1% 48.6% 45.6% 81.6% 64.3% 57.9% 55.7% 51.5% 50.0% 49.7% 48.5% 43.9% 39.3% 56.1% 48.7% 5-Day 26.7% 29.1% 37.3% 42.9% 91.4% 38.0% 38.3% 59.2% 32.9% 49.2% 49.2% 37.3% 44.7% 35.5% 32.7% 119.9% 44.8% 44.3% 36.9% 38.7% 52.2% 45.8% 50.2% 47.9% 76.3% 66.0% 54.0% 50.2% 53.0% 53.0% 45.9% 46.0% 45.5% 38.6% 54.5% 46.2% 10-Day 19.4% 30.8% 41.5% 42.9% 116.5% 30.8% 44.5% 57.1% 34.8% 51.6% 58.6% 35.1% 38.8% 37.0% 29.5% 125.5% 47.6% 48.9% 33.8% 40.1% 54.9% 46.0% 47.3% 43.8% 75.5% 67.1% 56.4% 53.1% 63.8% 47.6% 42.4% 37.0% 47.4% 41.5% $1.0% 47.0% Premium to 20-Day 18.4% 46.3% 46.0% 42.6% 108.5% 38.3% 41.4% 60.1% 43.5% 50.0% 80.9% 34.6% 28.4% 22.6% 23.6% 111.5% 54.0% 54.6% 31.9% 40.3% 53.2% 47.4% 48.2% 44.6% 69.9% 81.4% 51.0% 50.3% 64.9% 51.1% 39.0% 47.2% 47.9% 42.6% 58.2% 48.7% 30-Day 17.4% 45.4% 48.7% 42.1% 111.8% 38.3% 41.5% 60.2% 41.8% 50.9% 88.2% 36.5% 31.5% 19.8% 21.7% 96.0% 54.7% 54.6% 34.9% 39.1% 53.1% 48.9% 48.9% 45.6% 67.4% 74.5% 51.2% 50.3% 66.2% 51.1% 39.0% 44.9% 47.8% 41.8% 58.0% 50.6% 60-Day 17.4% 45.4% 48.7% 42.1% 111.8% 38.3% 41.5% 60.2% 41.8% 50.9% 88.2% 36.5% 31.5% 19.8% 21.7% 96.0% 54.7% 54.6% 34.9% 39.1% 53.1% 48.9% 48.9% 45.6% 67.4% 74.5% 51.2% 50.3% 66.2% 51.1% 39.0% 44.9% 47.8% 41.8% 58.0% 50.6% 52wk high 7.3% 24.3% 32.1% 27.7% 84.2% 17.5% 5.5% 6.0% 25.3% 24.2% 33.1% 22.6% 4.9% 4.6% 15.1% 66.5% 24.8% 31.8% 31.4% 27.4% 21.5% 22.6% 22.2% 22.7% 21.7% 22.4% 19.9% 18.3% 29.9% 34.9% 1.5% 5.7% 24.4% 24.3% 19.1% 16.3% Confidential 10#12Selected acquiror stock price reaction summary Selected potential transformational transactions ($ in millions) Ann. Date 09/21/11 07/14/11 04/25/11 02/07/11 08/31/09 03/09/09 07/10/08 06/12/08 07/12/07 06/23/06 06/23/06 01/24/06 Acquiror United Technologies Corp BHP Billiton PLC Barrick Gold Corp. Ensco PLC Baker Hughes Inc Merck & Co Inc The Dow Chemical Co Invitrogen Corp Rio Tinto Anadarko Petroleum Corp Anadarko Petroleum Corp Walt Disney Co CREDIT SUISSE Target Goodrich Corp Petrohawk Energy Corp Equinox Minerals, Ltd. Pride International Inc. BJ Services Co Schering-Plough Corp Rohm & Haas Co Applied Biosystems Group Alcan Western Gas Resources Kerr-McGee Corp Pixar Inc Mean Median Source: SDC Platinum, FactSet Research Systems. Transaction Value $18,040 15,068 7,370 8,685 5,530 45,913 18,565 6,265 35,767 5,385 17,818 6,491 1 Day Acquiror Stock Price Percentage Change After Announcement 30 Days 1 Year (10.1%) (2.8%) (10.1%) (5.8%) (7.0%) (2.4%) (6.7%) (11.8%) 1.1% (9.9%) (9.9%) (0.3%) (6.3%) (6.8%) 1.2% 5.3% (14.0%) (24.1%) (18.4%) (28.5%) 6.0% 1.1% (1.3%) 19.1% 10.9% 62.9% 0.3% (1.1%) (15.5%) (3.5%) (3.5%) 9.8% (0.7%) (0.4%) (56.8%) (7.6%) 40.2% 11.7% 11.7% 38.5% 4.4% 3.2% 1 Day S&P500 Index Percentage Change After Announcement 30 Days 3.0% (12.0%) (3.8%) (1.0%) 4.6% 21.8% (6.0%) (0.1%) 0.7% 1.0% (3.0%) 5.3% (0.4%) 1.8% 0.3% 0.4% 0.4% 0.1% 0.0% 0.4% 2.7% (6.2%) (6.1%) 2.7% 2.7% 1.0% 0.8% 1.8% 1 Year 25.1% 3.7% 4.0% 2.8% 2.0% 66.9% (29.4%) (29.1%) (19.9%) 20.6% 20.6% 14.0% 6.8% 3.8% Confidential 11#13Selected acquiror stock price reaction summary Selected high premium transactions (3 in millions) Ann. Date E&P transactions Target 07/23/12 Nexen Inc. 04/15/12 Mariner 07/14/11 Petrohawk Energy Corp 07/14/08 Duvernay Oil Corp 06/23/06 Kerr-McGee Corp 06/23/06 Western Gas Resources Inc Other transactions 06/29/12 Amylin Pharmaceuticals Inc 04/19/12 Human Genome Sciences Inc 01/07/12 Inhibitex Inc 04/04/11 National Semiconductor Corp 01/12/09 Advanced Medical Optics Inc 05/18/07 10/30/06 12/14/05 Abgenix Inc aQuantive Inc Sirna Therapeutics Inc CREDIT SUISSE Acquiror CNOOC Apache BHP Billiton PLC Royal Dutch Shell Anadarko Petroleum Corp Anadarko Petroleum Corp Bristol-Myers Squibb Co GlaxoSmithKline PLC Bristol-Myers Squibb Co Texas Instruments Inc Abbott Laboratories Microsoft Corp Merck & Co Inc Amgen Inc Trans. Value $17,743 4,685 15,068 5,838 17,818 5,385 $7,183 2,910 2,524 6,360 1,378 6,333 1,132 2,127 Acquiror Consideration equity value 100% cash 100% cash 100% cash 100% cash 100% cash 100% cash Mean Median 100% cash 100% cash 100% cash 100% cash 100% cash 100% cash 100% cash 100% cash Mean Median Source: SDC Platinum, FactSet Research Systems. Premium to unaffected spot Mean Median $88,866 36,007 204,718 236,346 20,591 20,591 60,324 115,838 57,832 39,607 77,715 295,105 99,156 94,747 Premium to ¹ 1-Day 61.2% 48.6% 61.9% 42.0% 40.2% 49.1% 50.5% 48.9% 101.4% 98.7% 163.4% 77.7% 148.6% 85.4% 101.6% 74.4% 106.4% 100.1% 106.4% 100.1% 20-Day 73.7% 68.1% 62.1% 34.3% 34.6% 28.4% 50.2% 48.4% 81.4% 85.1% 86.2% 70.2% 297.8% 108.5% 132.1% 111.5% 121.6% 97.4% 121.6% 97.4% Acquiror share price reaction 1-Day (3.1%) (1.5%) (2.8%) (1.4%) (9.9%) (9.9%) (4.8%) (3.0%) (0.3%) 0.7% (0.9%) 1.7% (2.2%) (0.5%) (0.5%) 2.2% 0.0% (0.4%) 0.0% (0.4%) S&P price performance 1-Day (0.9%) (0.1%) (1.0%) (0.9%) 0.4% 0.4% (0.3%) (0.5%) (0.7%) (0.6%) 0.2% (0.0%) (2.3%) 0.7% 0.0% 0.0% (0.3%) (0.0%) (0.3%) (0.0%) Confidential 12#14Preliminary 1-year Maine short interest development ■ Represents short interest shares as a percent of Maine's basic shares outstanding 14% 12% 10% 8% 6% 4% 11/30/2011 CREDIT SUISSE 02/29/2012 Source: Bloomberg. 05/31/2012 W 08/31/2012 11/15/2012 Confidential 13#152. Preliminary Maine financial analysis CREDIT SUISSE Confidential 14#16Preliminary illustrative Maine NAV analysis assumptions ■ 3P reserve estimates based on reserve reports prepared by Ryder Scott, Maine's third-party reserve engineers ■ Projection model with production and costs for -3 Tcfe of net resource potential provided by Maine management - Scaled up to 21.5 Tcfe of net unrisked resource potential per analysis provided by RPS, the Special Committee's reserve engineers, and 63.5 Tcfe of net unrisked resource potential per Maine management guidance Revised RPS estimate of 21.5 Tcfe of net unrisked ultra-deep resource potential based on additional diligence sessions and new information received from Maine management on November 21, 2012 (see page 16 for details) ■ Analyzed 14.25-year unlevered free cash flow (9/30/12-12/31/2026E) Discounted projected unlevered free cash flows to 9/30/12; discount rate of 12% for illustrative purposes - Cash flow from remaining reserves after 2026E discounted to 9/30/12 based on the weighted average remaining life of production - ■ Assumes forward curve pricing as of 11/28/2012 2012 (¹) 88.09 3.60 2013 89.48 3.98 2014 89.93 4.27 CREDIT SUISSE 2015 88.42 4.40 - 13% risking for ultra-deep resource potential per RPS guidance 30% risking for ultra-deep resource potential per Maine guidance Cash G&A and non-cash G&A per Maine management guidance ■ Plan tax rate of 38% per Maine management ■ Tax basis of assets per Maine management 2016 86.61 4.79 2017 85.98 4.97 2018 85.78 5.19 2019 85.68 5.45 WTI ($/bbl) Henry Hub ($/MMbtu) Preliminary reserve and resource risking assumed for illustrative purposes with guidance from RPS and Maine management Thereafter 85.62 5.75 Note: Tax assumptions per Maine management as follows: Capital recovery assumes 25% of future capital expenditures allocated to tangible assets and 75% to intangible drilling costs expensed in year incurred. Tangible assets depreciated using a 7-year MACRS schedule. Analysis doesn't account for AMT and withholding taxes. Represents average of spot prices until 9/30/12 and forward curve pricing for remaining 2012. Confidential 15#17RPS' revisions to Maine's ultra-deep resource potential estimate ■ RPS revised its unrisked resource potential and risked resource potential estimate for Maine's ultra-deep prospect inventory based on additional diligence sessions and new information received from Maine management - Revised net unrisked resource potential of 21.5 Tcfe and net risked resource potential of 2.8 Tcfe, implying a risking factor of -13% based on more detailed Geologic Probability of Success ("GPOS") risking exercise with prospect and zone specific GPOS Revisions based on updated pay associated with the prospects and inclusion of individual target reservoirs proposed by Maine Resulted in approximately 40% increase in RPS' estimate of unrisked resources for the top 80% of the ultra-deep resource potential Specifically, England, Captain Blood, Drake, Highlander, Lineham Creek, and Calico Jack resource estimate increased from 11.1 Tcfe gross unrisked to 15.5 Tcfe gross unrisked resource - Subsequent addition of Tortuga discovery resulted in a gross unrisked resource potential of 21.1 Tcfe for ~80% of Maine's ultra-deep portfolio A 100% gross up implies 35.5 Tcfe of gross unrisked resource potential resulting at 4.7 Tcfe gross risked resource potential (13.1% weighted average risking and 2.8 Tcfe net risked resource potential to Maine) Prospect England Captain Blood Drake Highlander Lineham Creek Calico Jack Tortuga Total Remaining prsopects All prospects RPS Gross Maine Gross RPS GPOS Risked Resource (Tcfe) Resource (Tcfe) GPOS RPS Resources (Tcfe) 27.3 3.9 18.0 1.0 14.6 2.4 13.3 1.6 10.8 1.7 0.5 CREDIT SUISSE 7.0 5.6 96.6 19.2 115.8 11.1 10.0% 16.6 10.0% 27.7 10.0% Net to Maine (Tcfe) (¹) Source: RPS. Net interest based on weighted average working interest implied by Maine's interest in individual prospects. 15.2 1.1 1.7 2.8 10.0% Gross RPS Resource (Tcfe) 3.9 1.0 2.4 3.3 2.7 2.2 5.6 21.1 14.4 35.5 1.5 21.5 RPS GPOS Risked GPOS RPS Resources (Tcfe) 23.0% 0.9 10.8% 0.1 20.3% 0.5 9.5% 0.3 8.5% 0.2 10.1% 0.2 9.2% 0.5 13.1% 2.8 13.1% 1.9 13.1% 4.7 13.1% 2.8 Confidential 16#18Preliminary illustrative Maine NAV analysis summary ■ Preliminary analysis based on forward curve pricing as of 11/28/2012 and illustrative discount rate of 12% ■ Proved, probable, and possible reserves risked at 100%, 70%, and 50%, respectively, per RPS guidance ■ Resource risking for illustrative purposes (RPS resource risking: 13%; Maine resource risking: 30%) See page 16 for a summary of RPS' revision to ultra-deep resource estimates Royalty payment based on revenue from ultra-deep prospects for 2012 through end of resource life (S in millions, except per share amounts) Deep Shelf Gulf of Mexico Deep Water Traditional Shelf Ultra Deep Shelf Total of all regions Others (3) PV of NOLS Net asset value (-) Corporate adjustments (4) Implied equity value Implied price per Maine share Implied price per Maine share - 4% royalty (5) Note: (2) (3) (5) RPS resource estimate (1) Case 1 RPS risking CREDIT SUISSE $433 64 483 2,237 $3,216 173 473 $3,863 (108) $3,755 $16.65 15.99 Maine management resource estimate Case 2 RPS risking $433 64 483 6,027 $7,007 165 675 $7,846 (108) $7,738 $33.41 31.64 (2) Case 3 Maine risking $433 64 483 13,383 $14,363 163 1,106 $15,632 (108) $15,524 $66.16 62.04 3P: Proved + Probable + Possible. Based on net unrisked resource estimate of 21.5 Tofe per RPS guidance. Based on net unrisked resource estimate of 83.5 Tofe per Maine management. Others include PV of G&A and tax shield related to existing PP&E. Maine corporate adjustments based on $191.9 million of cash and cash equivalents, $700 million of 5.75% convertible preferred stock, $188.9 million of 4% convertible notes, $12 million of 8% convertible preferred stock, $87.8 million of 5.25% of convertible notes and $300 million of 11.875% senior notes per Maine 100 for Q3 2012. Royalty on resource potential. Confidential 17#19Preliminary illustrative Maine risked NAV sensitivity analysis Preliminary analysis based on illustrative discount rate of 12% RPS risking cases commodity price sensitivity analysis RPS resource case Maine mgmt management WTI oil Nat. Gas resource case Case 1 WTI oil Nat. Gas Case 2 Case 3 CREDIT SUISSE Forward curve pricing (1) Note: (1) $16.65 Maine management risking cases commodity price sensitivity analysis Forward curve pricing (1) $33.41 $100.00 4.00 66.16 $12.10 $100.00 4.00 $23.77 $110.00 5.00 44.20 $16.34 $110.00 5.00 $31.85 $120.00 6.00 61.84 $19.56 $120.00 6.00 $39.90 79.39 Assume forward curve pricing for 2012-2014 and flat pricing where indicated thereafter. Forward curve pricing as of 11/28/12. $120.00 7.00 22.37 $120.00 7.00 $47.31 95.62 $120.00 8.00 25.20 $120.00 8.00 $54.69 111.90 $120.00 9.00 28.02 $120.00 9.00 $62.05 128.17 Confidential 18#20Preliminary illustrative Maine royalty per share sensitivity analysis Illustrative per share estimate for royalty Royalty payment based on revenue from ultra-deep prospects for 2012 through end of resource life ■ Preliminary analysis based on forward curve pricing as of 11/28/12 and illustrative discount rate of 12% ($ per fully diluted share outstanding, except where otherwise indicated) Net implied risked resource (Tcfe) RPS resource estimate Maine management resource estimate (1) Resource Risking 13.1% 13.1% 30.0% CREDIT SUISSE 2.8 8.3 19.1 Implied price per Maine share (NAV analysis) (3) Implied price per Maine share assuming: 4% royalty on resource potential Note: (1) (2) (3) 3.0% Illustrative Maine price per share - ultra-deep royalty rate sensitivity $0.82 $2.26 5.05 Royalty 4.0% $1.09 $3.01 6.73 $1.36 RPS resource (1) 5.0% $3.76 8.42 estimate Case 1 RPS risking on Royalty Interest not on 8/8 basis. Assumes 21.7 Tote of unrisked ultra-deep resource potential, including Davy Jones. Assumes 63.7 Tote of unrisked ultra-deep resource potential, Including Davy Jones. See previous page. $16.65 15.99 6.0% $1.64 $4.51 10.10 Production estimate (Mmcfe/d) 2013E 2014E 2015E 222.3 53.6 Case 2 RPS risking 53.6 53.6 Maine management resource estimate $33.41 121.8 31.64 220.0 410.7 (2) 517.1 1,089.2 Case 3 Maine risking $66.16 62.04 Confidential 19#21Preliminary illustrative Maine royalty per share sensitivity analysis ■ Royalty payment based on revenue from ultra-deep prospects for 2012 and sensitivity for royalty trust duration ■ Preliminary analysis based on 4% royalty and 12% discount rate for illustrative purposes; forward curve pricing as of 11/28/12 RPS resource estimate (1) and illustrative 13% risking Royalty trust duration (years) Royalty trust duration (years) WTI oil Nat. Gas Royalty trust duration (years) 10 15 20 25 WTI oil Nat. Gas Maine management resource estimate (2) and illustrative 13% risking 10 15 20 25 CREDIT SUISSE WTI oil Nat. Gas Forward curve pricing (3) 10 15 20 25 $0.62 1.00 1.09 1.09 Forward curve pricing (3) Note: $1.64 2.76 3.01 3.01 Forward curve pricing (3) (1) (2) (3) Maine management resource estimate (2) and illustrative 30% risking $100.00 4.00 $0.52 0.80 0.86 0.86 $3.60 6.16 6.73 6.73 $100.00 4.00 $1.34 2.18 2.37 2.37 $110.00 5.00 $100.00 4.00 $2.94 4.85 5.28 5.28 $0.62 0.97 1.05 1.05 $110.00 5.00 $1.62 2.65 2.88 2.88 $110.00 5.00 $3.56 5.90 6.43 6.43 $120.00 6.00 $0.72 1.14 1.23 1.23 $120.00 6.00 $1.90 3.12 3.39 3.39 $120.00 6.00 $4.19 6.96 7.58 7.58 $120.00 7.00 $0.82 1.29 1.40 1.40 $120.00 7.00 $2.16 3.55 3.86 3.86 $120.00 7.00 $4.76 7.93 8.64 8.64 Assumes 100% risking for 0.2 Tofe of net unrisked resource potential from Davy Jones, per RPS. Assumes forward curve pricing for 2012-2014 and flat pricing where indicated thereafter. Based on net unrisked resource estimate of 21.7 Tofe per RPS guidance, including Davy Jones. Based on net unrisked resource estimate of 63.7 Tofe per Maine management, including Davy Jones. Forward curve pricing as of 11/28/12. $120.00 8.00 $0.92 1.45 1.57 1.57 $120.00 8.00 $2.42 3.98 4.33 4.33 $120.00 8.00 $5.34 8.90 9.70 9.70 $120.00 9.00 $1.01 1.60 1.73 1.73 $120.00 9.00 $2.68 4.41 4.80 4.80 $120.00 9.00 $5.91 9.87 10.76 10.76 Confidential 20#223. Pro forma financial impact CREDIT SUISSE Confidential 21#23Preliminary illustrative pro forma financial impact Merger consideration 100% cash for Maine, 50/50 stock/cash for Pennsylvania ■ Commodity price assumptions based on forward curve pricing as of 11/28/12 Assumes sensitivity for premium paid to Pennsylvania shareholders and purchase price of $15.50 per share for illustrative purposes paid to Maine shareholders Does not reflect pro forma financial impact of issuing royalty units (5 in millions, except per share amounts) Purchase price: Pennsylvania 50/50 stock/cash mix Maine 100% cash % premium to current price Pennsylvania exchange ratio (50/50 stock/cash consideration) Maine price per share % premium to current price Pennsylvania equity purchase price Maine equity purchase price Implied Pennsylvania enterprise value Implied Maine enterprise value Accretion / (Dilution) - 2013E EPS Additional pre-tax synergies to breakeven Share repurchase required for breakeven (millions of shares) % of Florida basic shares outstanding repurchased Accretion / (Dilution) - 2013E CFPS Accretion / (Dilution) - 2014E EPS Accretion / (Dilution) - 2014E CFPS Accretion / (Dilution) - 2015E EPS Accretion (Dilution) - 2015E CFPS Total debt / 2012PF capitalization Total debt / 2012E EBITDA % of Florida basic shares outstanding issued Cash consideration Florida standalone CREDIT SUISSE $36,729 40,129 17.8% 0.6x $47.00 35.1% 0.609x $15.50 89.3% $6,396 3,574 16,826 3,682 1.0% NA NA NA 30.4% 1.7% 29.1% 1.4% 24.4% 46.8% 1.7x 7.7% $5,941 Illustrative Pennsylvania acquisition price $48.00 $50.00 37.9% 0.622x $15.50 89.3% $6,532 3,574 16,962 3,682 0.6% NA NA NA 30.2% 1.4% 28.9% 1.1% 24.2% 46.8% 1.7x 7.8% $6,013 $49.00 40.8% 0.635x $15.50 89.3% $6,668 3,574 17,098 3,682 0.2% NA NA NA 29.9% 1.0% 28.7% 0.8% 24.0% 46.9% 1.7x 8.0% $6,085 43.7% 0.648x $15.50 89.3% $6,804 3,574 17,234 3,682 (0.2%) $14 2.9 0.3% 29.7% 0.7% 28.4% 0.4% 23.8% 46.9% 1.7x 8.2% $6,157 $51.00 46.6% 0.661x $15.50 89.3% $6,940 3,574 17,370 3,682 (0.6%) $39 8.6 0.9% 29.5% 0.3% 28.2% 0.1% 23.6% 46.9% 1.7x 8.4% $6,229 Source: Florida management 5-year plan, Pennsylvania management 5-year plan and Maine Financial Projections. Note: Based on Florida, Pennsylvania and Maine share prices of $38.56, $34.80 and $8.19 as of 11/28/12. Florida estimates per Florida management plan; assumes transaction close of 1/1/13 for illustrative purposes; assumes no synergies; Pennsylvania estimates per Pennsylvania management 5-year plan as of November 2012 and Maine estimates per Maine Financial Projections as of 10/29/12; Florida stock issued at Florida share price of $38.58 as of 11/28/12; $2 billion minimum pro forma cash balance; 0.3% interest rate earned on cash; 3.8% interest rate on acquisition debt; marginal tax rate of 35%; balance sheet based on Florida, Pennsylvania and Maine management 5-year plans. Assumes that $500 million convertible preferred stock held by Florida converts. Excludes Pennsylvania interest in Maine. Confidential 22#24Preliminary Florida stock liquidity analysis Current (11/28/12) 5 trading days 10 trading days 20 trading days 60 calendar days 90 calendar days 1 Year Florida average price CREDIT SUISSE $38.56 38.61 38.11 38.64 39.49 39.32 37.99 Average trading volume (million shares) 11.7 9.3 12.4 12.2 13.4 15.0 16.5 % outstanding sharesm 1.2% 1.0% 1.3% 1.3% 1.4% 1.6% 1.7% Stock portion of merger consideration (avg. days volume) Pennsylvania (50/50 stock/cash) 7.5 9.5 7.1 7.2 6.6 5.9 5.3 Pennsylvania (50/50 stock/cash) Maine (100% stock) 12.6 15.8 11.9 12.0 11.0 9.8 8.9 Source: FactSet Research Systems. Note: Assumes purchase price of $50.00 per Pennsylvania share and 50/50 stock/cash consideration. Assumes -87.6 million shares of Florida issued to Pennsylvania shareholders based on 0.64 of a share of Florida common stock, multipiled by 136.1 million fully diluted shares. Pennsylvania fully diluted share count based on 129.0 million basic shares outstanding, 0.003 million options outstanding at a weighted average exercise price of $7.10 per share and RSUS of 5.4 million. Alternative case assumes purchase price of $15.50 per Maine share and 100% stock consideration. Assumes -59.0 million shares of Florida Issued to Maine shareholders based on 0.40x of a share of Florida common stock, multiplied by 145.4 millionfully diluted shares (excluding Pennsylvania and Florida Interest). Assumes 161.9 million basic shares outstanding for Maline per Mailine management, 14.3 million options outstanding at a weighted average exercise price of $14.20 per share and 0.1 million RSUs. Based on 949.3 million common shares outstanding. Confidential 23#25Appendix CREDIT SUISSE Confidential 24#26Preliminary illustrative pro forma financial impact Merger consideration 100% stock for Maine, 50/50 stock/cash for Pennsylvania ■ Commodity price assumptions based on forward curve pricing as of 11/28/12 ■ Assumes sensitivity for premium paid to Pennsylvania shareholders and purchase price of $15.50 per share for illustrative purposes paid to Maine shareholders Does not reflect pro forma financial impact of issuing royalty units ($ In millions, except per share amounts) Purchase price: Pennsylvania 50/50 stock/cash mix Maine 100% stock % premium to current price Pennsylvania exchange ratio (50/50 stock/cash consideration) Maine price per share % premium to current price Pennsylvania equity purchase price Maine equity purchase price Implied Pennsylvania enterprise value Implied Maine enterprise value Accretion / (Dilution) - 2013E EPS Additional pre-tax synergies to breakeven Share repurchase required for breakeven (millions of shares) % of Florida basic shares outstanding repurchased Accretion / (Dilution) - 2013E CFPS Accretion / (Dilution) - 2014E EPS Additional pre-tax synergies to breakeven Accretion / (Dilution) - 2014E CFPS Accretion / (Dilution)-2015E EPS Additional pre-tax synergies to breakeven Accretion / (Dilution) - 2015E CFPS Total debt 2012PF capitalization Total debt / 2012E EBITDA % of Florida basic shares outstanding issued Cash consideration Florida standalone CREDIT SUISSE $36,729 40,129 17.8% 0.6x $47.00 35.1% 0.609x $15.50 89.3% $6.396 3,574 16,826 3,682 (4.9%) $338 68.4 7.2% 21.8% (5.1%) $453 20.1% (5.7%) $615 15.6% 38.8% 1.4x 16.0% $2,890 Illustrative Pennsylvania acquisition price $48.00 $50.00 37.9% 0.622x $15.50 89.3% $6,532 3,574 16,962 3,682 (5.3%) $362 73.8 7.8% 21.8% (5.4%) $479 19.9% (6.0%) $646 15.4% 38.8% 1.4x 16.2% $2,962 $49.00 40.8% 0.635x $15.50 89.3% $6,668 3,574 17,098 3,682 (5.6%) $385 79.6 8.4% 21.8% (5.7%) $506 19.7% (6.3%) $677 15.3% 38.9% 1.4x 16.4% $3,034 43.7% 0.648x $15.50 89.3% $6,804 3,574 17,234 3,682 (5.9%) $409 85.1 9.0% 21.8% (6.0%) $533 19.6% (6.6%) $708 15.1% 38.9% 1.4x 16.5% $3,106 $51.00 46.6% 0.661x $15.50 89.3% $6,940 3,574 17,370 3,682 0.0% ($1) 90.8 9.6% 21.8% 1.2% ($100) 29.5% 1.2% ($123) 25.0% 49.0% 1.8x 16.7% $3,178 Source: Florida management 5-year plan, Pennsylvania management 5-year plan and Maine Financial Projections. Note: Based on Florida, Pennsylvania and Maine share prices of $38.56, $34.80 and $8.19 as of 11/28/12. Florida estimates per Florida management plan; assumes transaction close of 1/1/13 for illustrative purposes; assumes no synergies; Pennsylvania estimates per Pennsylvania management 5-year plan as of November 2012 and Maine estimates per Maine Financial Projections as of 10/29/12; Florida stock issued at Florida share price of $38.56 as of 11/28/12; $2 billion minimum pro forma cash balance: 0.3% interest rate earned on cash; 3.8% interest rate on acquisition debt; marginal tax rate of 35%; balance sheet based on Florida, Pennsylvania and Maine management 5-year plans. Assumes that $500 million convertible preferred stock held by Florida converts. Excludes Pennsylvania interest in Maine. Confidential 25#27Credit Suisse does not provide any tax advice. 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