Citi Investment Banking Pitch Book

Two-Step Merger Purchasing Entity Time to Complete Legal Framework Formation of Special Committee Conditions to Consummating Deal Process Requirements Benefits Considerations Parent 2-3 Months Typical Process Delaware law distinguishes between going-private mergers and unilateral tender offers Tender offers that meet non-coercive standard not subject to Entire Fairness Advisable, but not necessary ◆ 90% ownership for short-form merger "Majority of Minority" tender ◆ Non-coercive Unilateral offer Puts choice in the hands of shareholders Timing discipline by announcing intention, then commencing unilateral offer Flexibility to negotiate with Special Committee is maintained ▲ Pricing discipline ▾ Uncertainty of reaching 90% ▾ Litigation risk remains, but is reduced PR risks Requires full disclosure and non-coercive Papa / Charlie Papa Same under most conditions Same Form Special Committee consisting of Independent Directors DRAFT 29-Jun-04 ◆ 90% ownership for short-form merger Non-coercive 'Majority of Minority" tender ◆ Approval from Special Committee, or; ◆ Approval of a majority of the minority Class A shareholders post-tender ◆ Approach Special Committee before launch of offer ◆ Query as to proceeding with tender offer prior to Special Committee approval Same ▾ Same, and; either Special Committee approval or Independent Directors call special meeting and seek majority of minority ▾ Reliant on majority of the minority vote of the shares not tendered if Special Committee does not approve Citigroup

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