EXECUTION COPY 












AGREEMENT AND PLAN OF
MERGER 


among


BANTA CORPORATION,


R.R. DONNELLEY & SONS
COMPANY


and


SODA ACQUISITION, INC.


Dated as of October 31,
2006 



















TABLE OF CONTENTS 



			
			Page
	
ARTICLE I

The Merger; Closing; Effective Time
	
1.1.	The Merger	1 
	1.2.	Closing	2 
	1.3.	Effective Time	2 
	
ARTICLE II

Articles of Incorporation and Bylaws of the Surviving Corporation
	
2.1.	The Articles of Incorporation	2 
	2.2.	The Bylaws	2 
	
ARTICLE III

Officers and Directors of the Surviving Corporation
	
3.1.	Directors	3 
	3.2.	Officers	3 
	
ARTICLE IV

Effect of the Merger on Capital Stock; Exchange of Certificates
	
4.1.	Effect on Capital Stock	3 
	4.2.	Exchange of Certificates	4 
	4.3.	Treatment of Stock Plans	6 
	4.4.	Adjustments to Prevent Dilution	7 
	
ARTICLE V

Representations and Warranties
	
5.1.	Representations and Warranties of the Company	7 
	5.2.	Representations and Warranties of Parent and Merger Sub	26 














			
	 	 	 
	ARTICLE VI

Covenants
	
6.1.	Interim Operations	29 
	6.2.	Acquisition Proposals	32 
	6.3.	Information Supplied	35 
	6.4.	Shareholders Meeting	36 
	6.5.	Filings; Other Actions; Notification	36 
	6.6.	Access and Reports	38 
	6.7.	Stock Exchange De-listing	39 
	6.8.	Publicity	39 
	6.9.	Employee Benefits	39 
	6.10.	Expenses	42 
	6.11.	Indemnification; Directors' and Officers' Insurance	42 
	6.12.	Other Actions by the Company	44 
	
ARTICLE VII

Conditions
	
7.1.	Conditions to Each Party's Obligation to Effect the Merger	45 
	7.2.	Conditions to Obligations of Parent and Merger Sub	45 
	7.3.	Conditions to Obligation of the Company	46 
	
ARTICLE VIII

Termination
	
8.1.	Termination by Mutual Consent	47 
	8.2.	Termination by Either Parent or the Company	47 
	8.3.	Termination by the Company	48 
	8.4.	Termination by Parent	48 
	8.5.	Effect of Termination and Abandonment	49 
	
ARTICLE IX

Miscellaneous and General
	
9.1.	Survival	51 
	9.2.	Modification or Amendment	51 
	9.3.	Waiver of Conditions	51 
	9.4.	Counterparts	51 
	9.5.	GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC
PERFORMANCE	51 
	9.6.	Notices	52 
	9.7.	Entire Agreement	53 













			
	 	 	 
	9.8.	No Third Party Beneficiaries	53 
	9.9.	Obligations of Parent and of the Company	54 
	9.10.	Definitions	54 
	9.11.	Severability	54 
	9.12.	Interpretation; Construction	54 
	9.13.	Assignment	55 
	
Annex A      Defined Terms 	A-1 














AGREEMENT AND PLAN
OF MERGER 



        AGREEMENT
AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of
October 31, 2006, among Banta Corporation, a Wisconsin corporation (the
“Company”), R.R. Donnelley & Sons Company, a Delaware corporation
(“Parent”), and Soda Acquisition, Inc., a Wisconsin corporation and a
wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger
Sub sometimes being hereinafter collectively referred to as the “Constituent
Corporations”). 



RECITALS 



        WHEREAS,
the respective boards of directors of each of Parent, Merger Sub and the Company have
approved the merger of Merger Sub with and into the Company (the
“Merger”) upon the terms and subject to the conditions set forth in this
Agreement and have approved and declared advisable this Agreement; 



        WHEREAS,
the board of directors of the Company has determined that the Merger and the other
transactions contemplated by this Agreement are in the best interests of the
Company’s shareholders and other constituencies; and 



        WHEREAS,
the Company, Parent and Merger Sub desire to make certain representations, warranties,
covenants and agreements in connection with this Agreement. 



        NOW,
THEREFORE, in consideration of the premises, and of the representations, warranties,
covenants and agreements contained herein, the parties hereto agree as follows: 



ARTICLE I  



The Merger; Closing;
Effective Time 



         1.1.    
          The Merger. Upon the terms and subject to the conditions set forth in
          this Agreement, at the Effective Time (as defined in Section 1.3), Merger
          Sub shall be merged with and into the Company and the separate corporate
          existence of Merger Sub shall thereupon cease. The Company shall be the
          surviving corporation in the Merger (sometimes hereinafter referred to as the
          “Surviving Corporation”), and the separate corporate existence
          of the Company, with all its rights, privileges, immunities, powers and
          franchises, shall continue unaffected by the Merger, except as set forth in
          Article II. The Merger shall have the effects specified in the Wisconsin
          Business Corporation Law (the “WBCL”). 






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         1.2.    
          Closing. Unless otherwise mutually agreed in writing between the Company
          and Parent, the closing for the Merger (the “Closing”) shall
          take place at the offices of Sullivan & Cromwell LLP, 125 Broad
          Street, New York, New York, at 9:00 A.M. on the third business day (the
          “Closing Date”) following the day on which the last to be
          satisfied or waived of the conditions set forth in Article VII (other than
          those conditions that by their nature are to be satisfied at the Closing, but
          subject to the fulfillment or waiver of those conditions) shall be satisfied or
          waived in accordance with this Agreement. For purposes of this Agreement, the
          term “business day” shall mean any day ending at 11:59 P.M.
          (Eastern Time) other than a Saturday or Sunday or a day on which banks are
          required or authorized to close in the City of New York. 



         1.3.    
          Effective Time. On the Closing Date the Company and Parent will cause
          Articles of Merger specifying that the effective time of the Merger is the time
          the Articles of Merger are filed by the Wisconsin Department of Financial
          Institutions (the “Wisconsin Articles of Merger”) to be
          executed, acknowledged and delivered for filing to the Wisconsin Department of
          Financial Institutions as provided in Section 180.1105 of the WBCL. The
          Merger shall become effective at the time when the Wisconsin Articles of Merger
          have been filed by the Wisconsin Department of Financial Institutions or at such
          later time as may be agreed by the parties in writing and specified in the
          Wisconsin Articles of Merger (the “Effective Time”). 



ARTICLE II  



Articles of
Incorporation and Bylaws
of the Surviving Corporation 



         2.1.    
          The Articles of Incorporation. The amended and restated articles of
          incorporation of the Company as in effect immediately prior to the Effective
          Time shall be the articles of incorporation of the Surviving Corporation (the
          “Charter”), until duly amended as provided therein or by
          applicable Law, except that Article Fourth of the Charter shall be amended
          to read in its entirety as follows: “The aggregate number of shares that
          this corporation shall have the authority to issue is 1,000 shares of Common
          Stock, par value $1.00 per share.” 



         2.2.    
          The Bylaws. The parties hereto shall take all actions necessary so that
          the by-laws of the Company in effect immediately prior to the Effective Time
          shall be the by-laws of the Surviving Corporation (the
          “Bylaws”), until thereafter amended (subject to 6.11(f) with
          respect to the period prior to the Effective Time) as provided therein or by
          applicable Law. 






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ARTICLE III  



Officers and
Directors 
of the Surviving Corporation 



         3.1.    
          Directors. The parties hereto shall take all actions necessary so that
          the directors of Merger Sub at the Effective Time shall, from and after the
          Effective Time, be the directors of the Surviving Corporation until their
          successors have been duly elected or appointed and qualified or until their
          earlier death, resignation or removal in accordance with the Charter and the
          Bylaws. 



         3.2.    
          Officers. The parties hereto shall take all actions necessary so that the
          officers of the Company at the Effective Time shall, from and after the
          Effective Time, be the officers of the Surviving Corporation until their
          successors shall have been duly elected or appointed and qualified or until
          their earlier death, resignation or removal in accordance with the Charter and
          the Bylaws. 



ARTICLE IV  



Effect of the Merger
on Capital Stock;
Exchange of Certificates 



         4.1.    
          Effect on Capital Stock. At the Effective Time, as a result of the Merger
          and without any action on the part of the holder of any capital stock of the
          Company or Merger Sub: 



         (a)    
          Merger Consideration. Each share of the Common Stock, par value $0.10 per
          share, of the Company (a “Share” or, collectively, the
          “Shares”) issued and outstanding immediately prior to the
          Effective Time, other than Shares owned by Parent, Merger Sub or any other
          direct or indirect wholly owned subsidiary of Parent and Shares owned by the
          Company or any direct or indirect wholly owned subsidiary of the Company, and in
          each case not held on behalf of third parties (each, an “Excluded
          Share” and collectively, “Excluded Shares”), shall be
          converted into the right to receive an amount in cash equal to $52.50 per Share,
          less the $16 per share authorized to be paid by the Company to its
          shareholders pursuant to the special cash dividend (the “Special
          Dividend”) approved by the board of directors of the Company on
          September 13, 2006 (the “Per Share Merger Consideration”),
          provided, that the foregoing specifically contemplates that the Effective
          Time shall occur after the record date of the Special Dividend. At the Effective
          Time, all of the Shares shall cease to be outstanding, shall be cancelled and
          shall cease to exist, and each certificate (a “Certificate”)
          formerly representing any of the Shares (other than Excluded Shares) shall
          thereafter represent only the right to receive the Per Share Merger
          Consideration, without interest. 



         (b)    
          Cancellation of Shares. Each Excluded Share referred to in
          Section 4.1(a) shall, by virtue of the Merger and without any action on the
          part of the holder thereof, cease to be outstanding, shall be cancelled without
          payment of any consideration therefor and shall cease to exist. 






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         (c)    
          Merger Sub. At the Effective Time, each share of Common Stock, no par
          value, of Merger Sub issued and outstanding immediately prior to the Effective
          Time shall be converted into one share of common stock, par value $1.00 per
          share, of the Surviving Corporation. 



         4.2.    
          Exchange of Certificates. 



         (a)    
          Paying Agent. At or prior to the Effective Time, Parent shall deposit, or
          shall cause to be deposited, with a paying agent selected by Parent with the
          Company’s prior approval (such approval not to be unreasonably withheld or
          delayed) (the “Paying Agent”), for the benefit of the holders
          of Shares, a cash amount in immediately available funds necessary for the Paying
          Agent to make payments under Section 4.1(a) (such cash being hereinafter
          referred to as the “Exchange Fund”). The Paying Agent shall
          invest the Exchange Fund as directed by Parent, provided that such
          investments shall be in obligations of or guaranteed by the United States of
          America, in commercial paper obligations rated A-1 or P-1 or better by
          Moody’s Investors Service, Inc. or Standard & Poor’s
          Corporation, respectively, or in certificates of deposit, bank repurchase
          agreements or banker’s acceptances of commercial banks with capital
          exceeding $1 billion or in a mutual fund that invests only in such permitted
          investments. Any interest and other income resulting from such investment shall
          become a part of the Exchange Fund, and any amounts in excess of the amounts
          payable under Section 4.1(a) shall be promptly returned to Parent. 



         (b)    
          Exchange Procedures. Promptly after the Effective Time (and in any event
          within three business days), the Surviving Corporation shall cause the Paying
          Agent to mail to each holder of record of Shares (other than holders of Excluded
          Shares) (i) a letter of transmittal in customary form specifying that
          delivery shall be effected, and risk of loss and title to the Certificates shall
          pass, only upon delivery of the Certificates (or affidavits of loss in lieu
          thereof as provided in Section 4.2(e)) to the Paying Agent, such letter of
          transmittal to be in such form and have such other provisions as Parent and the
          Company may reasonably agree, and (ii) instructions for use in effecting
          the surrender of the Certificates (or affidavits of loss in lieu thereof as
          provided in Section 4.2(e)) in exchange for the Per Share Merger
          Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu
          thereof as provided in Section 4.2(e)) to the Paying Agent in accordance
          with the terms of such letter of transmittal, duly executed, the holder of such
          Certificate shall be entitled to receive in exchange therefor a cash amount in
          immediately available funds (after giving effect to any required tax
          withholdings as provided in Section 4.2(f)) equal to (x) the number of
          Shares represented by such Certificate (or affidavit of loss in lieu thereof as
          provided in Section 4.2(e)) multiplied by (y) the Per Share Merger
          Consideration, and the Certificate so surrendered shall forthwith be cancelled.
          No interest will be paid or accrued on any amount payable upon due surrender of
          the Certificates. In the event of a transfer of ownership of Shares that is not
          registered in the transfer records of the Company, a check for any cash to be
          exchanged upon due surrender of the Certificate may be issued to such transferee
          if the Certificate formerly representing such Shares is presented to the Paying
          Agent, accompanied by all documents reasonably required to evidence and effect
          such transfer and to evidence that any applicable stock transfer taxes have been
          paid or are not applicable. 




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         (c)    
          Transfers. From and after the Effective Time, there shall be no transfers
          on the stock transfer books of the Company of the Shares that were outstanding
          immediately prior to the Effective Time. If, after the Effective Time, any
          Certificate is presented to the Surviving Corporation, Parent or the Paying
          Agent for transfer, it shall be cancelled and exchanged for the cash amount in
          immediately available funds to which the holder thereof is entitled pursuant to
          this Article IV. 



         (d)    
          Termination of Exchange Fund. Any portion of the Exchange Fund (including
          the proceeds of any investments thereof) that remains unclaimed by the
          shareholders of the Company for 180 days after the Effective Time shall be
          delivered to the Surviving Corporation. Any holder of Shares (other than
          Excluded Shares) who has not theretofore complied with this Article IV
          shall thereafter look only to the Surviving Corporation for payment of the Per
          Share Merger Consideration (after giving effect to any required tax withholdings
          as provided in Section 4.2(f)) upon due surrender of its Certificates (or
          affidavits of loss in lieu thereof), without any interest thereon.
          Notwithstanding the foregoing, none of the Surviving Corporation, Parent, the
          Paying Agent or any other Person shall be liable to any former holder of Shares
          for any amount properly delivered to a public official pursuant to applicable
          abandoned property, escheat or similar Laws. For the purposes of this Agreement,
          the term “Person” shall mean any individual, corporation
          (including not-for-profit), general or limited partnership, limited liability
          company, joint venture, estate, trust, association, organization, Governmental
          Entity (as defined in Section 5.1(d)) or other entity of any kind or
          nature. 



         (e)    
          Lost, Stolen or Destroyed Certificates. In the event any Certificate
          shall have been lost, stolen or destroyed, upon the making of an affidavit of
          that fact by the Person claiming such Certificate to be lost, stolen or
          destroyed and, if required by Parent, the posting by such Person of a bond in
          customary amount and upon such terms as may be reasonably required by Parent as
          indemnity against any claim that may be made against it or the Surviving
          Corporation with respect to such Certificate, the Paying Agent will issue a
          check in the amount (after giving effect to any required tax withholdings) equal
          to the number of Shares represented by such lost, stolen or destroyed
          Certificate multiplied by the Per Share Merger Consideration. 



         (f)    
          Withholding Rights. Each of Parent and the Surviving Corporation shall be
          entitled to deduct and withhold from the consideration otherwise payable
          pursuant to this Agreement to any holder of Shares such amounts as it is
          required to deduct and withhold with respect to the making of such payment under
          the Internal Revenue Code of 1986, as amended (the “Code”), or
          any other applicable state, local or foreign Tax (as defined in
          Section 5.1(n)) Law. To the extent that amounts are so withheld by the
          Surviving Corporation or Parent, as the case may be, such withheld amounts
          (i) shall be remitted by Parent or the Surviving Corporation, as
          applicable, to the applicable Governmental Entity, and (ii) shall be
          treated for all purposes of this Agreement as having been paid to the holder of
          Shares in respect of which such deduction and withholding was made by the
          Surviving Corporation or Parent, as the case may be. 




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         4.3.    
          Treatment of Stock Plans. 



         (a)    
          Treatment of Options. At the Effective Time each outstanding option to
          purchase Shares (a “Company Option”) under the Stock Plans (as
          defined in Section 5.1(b)), vested or unvested, shall be cancelled and
          shall only entitle the holder thereof to receive, as soon as reasonably
          practicable after the Effective Time (and in any event, within two business days
          after the Effective Time), an amount in cash equal to the product of
          (x) the total number of Shares subject to the Company Option times
          (y) the excess, if any, of the value of the Per Share Merger Consideration
          over the exercise price per Share under such Company Option, less applicable
          Taxes required to be withheld with respect to such payment. 



         (b)    
          Treatment of Restricted Shares. All awards granting restricted Shares
          from Company that have not vested (collectively, “Restricted
          Shares”) heretofore granted under the Stock Plans shall, immediately
          prior to the Effective Time, become fully vested and without further
          restrictions with respect to ownership rights thereto, thereby causing all
          Restricted Shares to become Shares that are converted into the right to receive
          the Per Share Merger Consideration as provided in Section 4.1(a). 



         (c)    
          Company Awards. At the Effective Time, each right of any kind, contingent
          or accrued, to acquire or receive Shares or benefits measured by the value of
          Shares, and each award of any kind consisting of Shares that may be held,
          awarded, outstanding, payable or reserved for issuance under the Stock Plans and
          any other Benefit Plans, other than Company Options and Restricted Shares (the
          “Company Awards”), shall be cancelled and shall only entitle
          the holder thereof to receive, an amount in cash equal to (x) the number of
          Shares subject to such Company Award immediately prior to the Effective Time
          times (y) the value of the Per Share Merger Consideration (or, if the
          Company Award provides for payments to the extent the value of the Shares exceed
          a specified reference price, the amount, if any, by which the value of the Per
          Share Merger Consideration exceeds such reference price), less applicable Taxes
          required to be withheld with respect to such payment. 



         (d)    
          Corporate Actions. At or prior to the Effective Time, the Company, the
          Company’s board of directors and the compensation committee of the board of
          directors of the Company, as applicable, shall, subject to Section 4.3(d) of the
          Company Disclosure Letter, adopt any resolutions and take any actions which are
          necessary to effectuate the provisions of Section 4.3(a), 4.3(b) and
          4.3(c). Subject to Section 4.3(d) of the Company Disclosure Letter, the Company
          shall take all actions necessary to ensure that from and after the Effective
          Time neither Parent nor the Surviving Corporation will be required to deliver
          Shares or other capital stock of the Company to any Person pursuant to or in
          settlement of Company Options, Restricted Shares or Company Awards. 



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         4.4.    
          Adjustments to Prevent Dilution. Other than in respect of the Special
          Dividend, in the event that, between the date of this Agreement and the
          Effective Time, the Company changes the number of Shares or securities
          convertible or exchangeable into or exercisable for Shares issued and
          outstanding prior to the Effective Time as a result of a reclassification, stock
          split (including a reverse stock split), stock dividend or distribution,
          recapitalization, merger, issuer tender or exchange offer, or other similar
          transaction, the Per Share Merger Consideration shall be equitably adjusted to
          provide the holders of the Shares, the Company Options, the Restricted Shares
          and the Company Awards with the same economic effect as contemplated by this
          Agreement prior to such event. In addition, the parties hereto agree that the
          exercise price of, and the number of Shares subject to, the Company Options
          shall be adjusted in the manner set forth in the resolutions of the compensation
          committee of the board of directors of the Company adopted on September 13,
          2006 to take into account the Special Dividend. 



ARTICLE V  



Representations and
Warranties 



    5.1.    Representations
and Warranties of the Company. Except as set forth on the           face of the
Company Reports (excluding from such Company Reports any “Risk           Factors” or
similar sections) filed or furnished after December 31,           2005 and prior to
the date of this Agreement or in corresponding sections of the           disclosure
letter delivered to Parent by the Company prior to entering into this           Agreement
(the “Company Disclosure Letter”) (which Company           Disclosure
Letter sets forth, among other things, items the disclosure of which           is
necessary or appropriate in response to an express disclosure requirement
          contained in this Section 5.1, as an exception to one or more
          representations or warranties contained in this Section 5.1 or in response
          to one or more of the Company’s covenants contained in this Agreement; provided,
however, that notwithstanding anything to the contrary           in this
Agreement, (x) disclosure of any item in any section of the Company
          Disclosure Letter shall be deemed disclosure with respect to any other section
          to which the relevance of such item is reasonably apparent, and (y) the
          mere inclusion of an item in the Company Disclosure Letter as an exception to a
          representation or warranty shall not be deemed an admission that such item
          represents a material exception or a material fact, event or circumstance or
          that such item has had or would reasonably be expected to have a Company
          Material Adverse Effect), the Company hereby represents and warrants to Parent
          and Merger Sub that:  




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    (a)    Organization,
Good Standing and Qualification. Each of the Company and           its Subsidiaries
is a legal entity duly organized, validly existing and in good           standing under
the Laws of its respective jurisdiction of organization and has           all requisite
corporate or similar power and authority to own, lease and operate           its
properties and assets and to carry on its business as presently conducted           and
is qualified to do business and is in good standing as a foreign corporation
          (or other applicable entity) in each jurisdiction where the ownership, leasing
          or operation of its assets or properties or conduct of its business requires
          such qualification, except where the failure to be so organized, validly
          existing, qualified or in good standing, or to have such power or authority,
          would not, individually or in the aggregate, reasonably be expected to have a
          Company Material Adverse Effect. The Company has made available to Parent
          complete and correct copies of the Company’s and its Significant
          Subsidiaries’ certificates of incorporation and by-laws or comparable
          governing documents, each as amended to the date hereof, and each as so
          delivered is in full force and effect. As used in this Agreement, the term
          (i) “Subsidiary” means, with respect to any Person, any
          other Person of which at least a majority of the securities or ownership
          interests having by their terms ordinary voting power to elect a majority of
the           board of directors or other persons performing similar functions is
directly or           indirectly owned or controlled by such Person and/or by
one or           more of its Subsidiaries, (ii) “Significant Subsidiary” is
as           defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the
          Securities Exchange Act of 1934, as amended (the “Exchange           Act”)
and (iii) “Company Material Adverse Effect”          means a
material adverse effect on the financial condition, properties, assets,
          liabilities, business or results of operations of the Company and its
          Subsidiaries taken as a whole; provided, however, that to the
          extent any effect is caused by or results from any of the following it shall
not           be taken into account in determining whether there has been a Company
Material           Adverse Effect:  



		    (A)    changes
in the political conditions, economies or financial markets generally in           the
United States or other countries, including the commencement, continuation           or
escalation of any war, armed hostilities or acts of terrorism;  







		    (B)    changes
that are the result of factors generally affecting the industries and
          geographic areas in which the Company or any of its Subsidiaries operates;  







		    (C)    any
loss of, or adverse change in, the relationship of the Company with its
          customers, employees or suppliers that the Company establishes through specific
          evidence was proximately caused by the pendency or the announcement of the
          transactions contemplated by this Agreement;  







		    (D)    changes
in the market price of raw materials, including paper, of the type and           grade
customarily purchased by the Company and its Subsidiaries;  







		    (E)    changes
in United States generally accepted accounting principles           (“GAAP”)
after the date hereof, in the rules or policies of the           Public Company
Accounting Oversight Board, in Laws of general applicability or           in
interpretations thereof by courts or other Governmental Entities, in each           case,
after the date hereof;  








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		    (F)    any
failure by the Company to meet any estimates of revenues or earnings for any
          period ending on or after the date of this Agreement and prior to the Closing,
provided that the exception in this clause shall not prevent or otherwise
          affect a determination that any change, effect, circumstance or development
          underlying such failure has resulted in, or contributed to, a Company Material
          Adverse Effect; and  







		    (G)    a
decline in the price of the Shares on the New York Stock Exchange (the           “NYSE”),
including any decline related to the Special Dividend, provided that the exception
in this clause shall not prevent or otherwise           affect a determination that any
change, effect, circumstance or development           underlying such decline has
resulted in, or contributed to, a Company Material           Adverse Effect;  







provided, further,
that, with respect to clauses (A), (B), (D) and (E), such change, event, circumstance
or development does not disproportionately adversely affect the Company and its
Subsidiaries in any material respect compared to other companies of similar size operating
in the industries in which the Company and its Subsidiaries operate. 



    (b)    Capital
Structure.  



        (i)    The
authorized capital stock of the Company consists of 75,000,000 Shares, of           which
24,340,155 Shares were outstanding as of the close of business on           October 27,
2006 and 300,000 shares of preferred stock, par value $10.00           per share, of
which no shares are outstanding. All of the outstanding Shares           have been duly
authorized and are validly issued, fully paid and nonassessable           (except for any
liability that may be imposed on shareholders by former           Section 180.0622(2)(b)
of the WBCL, as judicially interpreted, for debts           incurred prior to June 14,
2006). Other than 3,150,723 Shares reserved for           issuance under the Company’s
2005 Equity Incentive Plan, 1991 Stock Option           Plan and Equity Incentive Plan
(the “Stock Plans”), Shares           subject to issuance under the
Rights Agreement and Shares subject to issuance           under the Banta Corporation
Incentive Savings Plan and the Banta Hourly 401(k)           Plan (the “401(k)
Plans”), the Company has no Shares subject to           issuance. Section 5.1(b)(i)
of the Company Disclosure Letter contains a           correct and complete list of
options, restricted stock, restricted stock units,           stock appreciation rights
and any other rights with respect to the Shares under           the Stock Plans,
including the holder, number of Shares and, where applicable,           exercise price.
Each of the outstanding shares of capital stock or other equity           securities of
each of the Company’s Subsidiaries is duly authorized,           validly issued,
fully paid and nonassessable (except for any liability that may           be imposed on
shareholders by former Section 180.0622(2)(b) of the WBCL, as           judicially
interpreted, for debts incurred prior to June 14, 2006) and           owned by the
Company or by a direct or indirect wholly owned Subsidiary of the           Company, free
and clear of any lien, charge, pledge, security interest, claim or           other
encumbrance (each, a “Lien”). Except as set forth above,
          including Section 5.1(b)(i) of the Company Disclosure Letter, and except
          for the rights (the “Rights”) that have been issued pursuant
to           the Rights Agreement, dated as of November 5, 2001, as amended, between
the           Company and American Stock Transfer & Trust Company (the “Rights
          Agreement”), there are no preemptive or other outstanding rights,
          options, warrants, conversion rights, stock appreciation rights, redemption
          rights, repurchase rights, agreements, arrangements, calls, commitments or
          rights of any kind that obligate the Company or any of its Subsidiaries to
issue           or sell any shares of capital stock or other equity securities of the
Company or           any of its Subsidiaries or any securities or obligations convertible
or           exchangeable into or exercisable for, or giving any Person a right to
subscribe           for or acquire, any securities of the Company or any of its
Subsidiaries, and no           securities or obligations evidencing such rights are
authorized, issued or           outstanding. Upon any issuance of any Shares in
accordance with the terms of the           Stock Plans, such Shares will be duly
authorized, validly issued, fully paid and           nonassessable and free and clear of
any Liens imposed or created by the Company           (except for any liability that may
be imposed on shareholders by former           Section 180.0622(2)(b) of the WBCL,
as judicially interpreted, for debts           incurred prior to June 14, 2006). The
Company does not have outstanding any           bonds, debentures, notes or other
obligations the holders of which have the           right to vote (or convertible into or
exercisable for securities having the           right to vote) with the shareholders of
the Company on any matter.  




-9- 










        (ii)    Section 5.1(b)(ii)
of the Company Disclosure Letter sets forth           (x) each of the Company’s
Subsidiaries and the ownership interest of           the Company in each such Subsidiary,
as well as the ownership interest of any           other Person or Persons in each such
Subsidiary and (y) the Company’s           or its Subsidiaries’ capital
stock, equity interest or other direct or           indirect ownership interest in any
other Person other than securities in a           publicly traded company held for
investment by the Company or any of its           Subsidiaries and consisting of less
than 1% of the outstanding capital stock of           such company. The Company does not
own, directly or indirectly, any voting           interest in any Person (not taking into
account any voting interest owned,           directly or indirectly, by Parent in any
Person) that requires an additional           filing by Parent under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976,           as amended (the “HSR Act”).  



        (iii)    Each
Company Option (A) was granted in compliance with all applicable Laws and           all
of the terms and conditions of the Stock Plans pursuant to which it was           issued,
(B) has an exercise price per Share equal to or greater than the fair           market
value of a Share at the close of business on the date of such grant, (C)           has a
grant date identical to the date on which the Company’s board of           directors
or compensation committee actually awarded such Company Option, and           (D)
qualifies for the tax and accounting treatment afforded to such Company           Option
in the Company’s tax returns and the Company’s financial           statements,
respectively.  








-10- 










    (c)    Corporate
Authority; Approval and Fairness.  



        (i)    The
Company has all requisite corporate power and authority and has taken all
          corporate action necessary in order to execute, deliver and perform its
          obligations under this Agreement and to consummate the Merger, subject only to
          approval of this Agreement by the holders of two-thirds of the voting power of
          the outstanding Shares entitled to vote on such matter at a shareholders’          meeting
duly called and held for such purpose (the “Company Requisite           Vote”).
This Agreement has been duly executed and delivered by the           Company and
constitutes a valid and binding agreement of the Company enforceable           against
the Company in accordance with its terms, subject to bankruptcy,           insolvency,
fraudulent transfer, reorganization, moratorium and similar Laws of           general
applicability relating to or affecting creditors’ rights and to           general
equity principles (the “Bankruptcy and Equity           Exception”).  



        (ii)    The
board of directors of the Company has (A) unanimously determined that           the
Merger is fair to, and in the best interests of, the Company, its           shareholders
and other constituencies, adopted and approved this Agreement and           the Merger
and the other transactions contemplated hereby and resolved to           recommend
approval of this Agreement to the holders of Shares (the           “Company Recommendation”),
(B) directed that this           Agreement be submitted to the holders of Shares for
their approval and           (C) received the opinion of its financial advisor, UBS
Securities LLC, to           the effect that the consideration to be received by the
holders of the Shares in           the Merger is fair, from a financial point of view, as
of the date of such           opinion, to such holders (other than Parent and its
Affiliates or Subsidiaries).  



    (d)    Governmental
Filings; No Violations; Certain Contracts.  



        (i)    Other
than the filings and/or notices pursuant to Section 1.3 and under the           HSR
Act, Council Regulation (EC) No. 139/2004 (the “ECMR”), if
          applicable, any other Antitrust Laws or the Exchange Act (the “Company
          Approvals”), no notices, reports or other filings are required to be
          made by the Company with, nor are any consents, registrations, approvals,
          permits or authorizations required to be obtained by the Company from, any
          domestic or foreign governmental or regulatory authority, agency, commission,
          body, court or other legislative, executive or judicial governmental entity
          (each a “Governmental  Entity”), in connection with the
          execution, delivery and performance of this Agreement by the Company and the
          consummation of the Merger and the other transactions contemplated hereby,
          except those that the failure to make or obtain would not, individually or in
          the aggregate, reasonably be expected to have a Company Material Adverse Effect
          or prevent, materially delay or materially impair the consummation of the
          transactions contemplated by this Agreement. As used herein, “Antitrust
Laws” means the Sherman Act of 1890, the Clayton Act of 1914,
          the HSR Act and all other Laws, and administrative and judicial doctrines that
          are designed or intended to prohibit, restrict or regulate actions having the
          purpose or effect of monopolization or restraint of trade.  



-11- 














        (ii)    The
execution, delivery and performance of this Agreement by the Company do not,
          and the consummation of the Merger and the other transactions contemplated
          hereby will not, constitute or result in (A) a breach or violation of, or
a           default under, the Charter or Bylaws of the Company or the comparable
governing           instruments of any of its Subsidiaries, (B) with or without
notice, lapse           of time or both, a breach or violation of, a termination (or
right of           termination) or a default under, the creation or acceleration of any
obligations           or the creation of a Lien on any of the assets of the Company or
any of its           Subsidiaries pursuant to any agreement, lease, license, contract,
note,           mortgage, indenture, arrangement or other obligation (each,           a “Contract”)
binding upon the Company or any of its           Subsidiaries or, assuming (solely with
respect to performance of this Agreement           and consummation of the Merger and the
other transactions contemplated hereby)           compliance with the matters referred to
in Section 5.1(d)(i), under any Law           to which the Company or any of its
Subsidiaries is subject, or (C) any           change in the rights or obligations of
any party under any Contract binding on           the Company or any of its Subsidiaries,
except, in the case of clause (B) or (C)           above, for any such breach, violation,
termination, default, creation,           acceleration or change that, individually or in
the aggregate, would not           reasonably be expected to have a Company Material
Adverse Effect or prevent,           materially delay or materially impair the
consummation of the transactions           contemplated by this Agreement. Section 5.1(d)(ii)
of the Company           Disclosure Letter sets forth a correct and complete list of
Material Contracts           (as defined in Section 5.1(j)(i)(L)) pursuant to which
consents or waivers           are or may be required prior to consummation of the
transactions contemplated by           this Agreement (whether or not subject to the
exception set forth with respect           to clauses (B) and (C) above).  



        (iii)    The
Company and its Subsidiaries are not creditors or claimants with respect to           any
debtors or debtor-in-possession subject to proceedings under chapter 11           of
title 11 of the United States Code with respect to claims that, in the
          aggregate, constitute more than 25% of the gross assets of the Company and its
          Subsidiaries taken as a whole (excluding cash and cash equivalents).  



    (e)    Company
Reports; Financial Statements.  




        (i)    The
Company has filed or furnished, as applicable, on a timely basis, all forms,
          statements, certifications, reports and documents required to be filed or
          furnished by it with the Securities and Exchange Commission (the
          “SEC”) under the Exchange Act or the Securities Act of 1933,
as           amended (the “Securities Act”) since December 31, 2003
          (the “Applicable Date”) (the forms, statements, reports and
          documents filed or furnished since the Applicable Date and those filed or
          furnished subsequent to the date hereof, including any amendments thereto, the
          “Company Reports”). Each of the Company Reports, at the time
of           its filing or being furnished complied or, if not yet filed or furnished,
will           comply in all material respects with the applicable requirements of the
          Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), and any rules and regulations           promulgated thereunder applicable
to the Company Reports. As of their respective           dates (or, if amended prior to
the date hereof, as of the date of such           amendment), the Company Reports did
not, and any Company Reports filed or           furnished with the SEC subsequent to the
date hereof will not, contain any           untrue statement of a material fact or omit
to state a material fact required to           be stated therein or necessary to make the
statements made therein, in light of           the circumstances in which they were made,
not misleading, provided, that           the Company makes no representation or
warranty regarding any information           provided in writing by Parent or any of its
Subsidiaries for inclusion in such           Company Reports filed after the date hereof.  




-12- 











        (ii)    The
Company is in compliance in all material respects with the applicable           listing
and corporate governance rules and regulations of the NYSE. For purposes           of
this Agreement, the term “Affiliate” when used with respect           to
any party shall mean any Person who is an “affiliate” of that party
          within the meaning of Rule 405 promulgated under the Securities Act.  



        (iii)    The
Company maintains disclosure controls and procedures required by           Rule 13a-15
or 15d-15 under the Exchange Act. The Company has evaluated the           effectiveness
of the Company’s disclosure controls and procedures and, to           the extent
required by applicable Law, presented in any applicable Company           Report or any
amendment thereto its conclusions about the effectiveness of the           disclosure
controls and procedures as of the end of the period covered by such           Report or
amendment based on such evaluation. The Company maintains internal           control over
financial reporting (as defined in Rule 13a-15 or 15d-15, as           applicable, under
the Exchange Act). The Company has evaluated the effectiveness           of the Company’s
internal control over financial reporting and, to the           extent required by
applicable Law, presented in any applicable Company Report or           any amendment
thereto its conclusions about the effectiveness of the internal           control over
financial reporting as of the end of the period covered by such           Report or
amendment based on such evaluation. The Company has disclosed, based           on the
most recent evaluation of its chief executive officer and its chief           financial
officer prior to the date hereof, to the Company’s auditors and           the audit
committee of the Company’s board of directors (A) any           significant
deficiencies in the design or operation of its internal controls           over financial
reporting that are reasonably expected to adversely affect the           Company’s
ability to record, process, summarize and report financial           information and has
identified for the Company’s auditors and audit           committee of the Company’s
board of directors any material weaknesses in           internal control over financial
reporting and (B) any fraud, whether or not           material, that involves
management or other employees who have a significant           role in the Company’s
internal control over financial reporting. The           Company has made available to
Parent (x) a summary of any such disclosure           made by management to the
Company’s auditors and audit committee since the           Applicable Date and (y) any
communication since the Applicable Date made by           management or the Company’s
auditors to the audit committee required or           contemplated by listing standards
of the NYSE, the audit committee’s           charter or professional standards of
the Public Company Accounting Oversight           Board. Since the Applicable Date, no
material complaints from any source           regarding accounting, internal accounting
controls or auditing matters have been           received by the Company. The Company has
made available to Parent a summary of           all complaints or concerns relating to
other matters made since the Applicable           Date through the Company’s
whistleblower hot line or equivalent system for           receipt of employee concerns
regarding possible violations of Law. No attorney           representing the Company or
any of its Subsidiaries, whether or not employed by           the Company or any of its
Subsidiaries, has reported evidence of a violation of           securities Laws, breach
of fiduciary duty or similar violation by the Company or           any of its officers,
directors, employees or agents to the Company’s chief           legal officer, audit
committee (or other committee designated for the purpose)           of the board of
directors or the board of directors pursuant to the rules           adopted pursuant to
Section 307 of the Sarbanes-Oxley Act or any Company           policy contemplating
such reporting, including in instances not required by           those rules.  




-13- 











        (iv)    Each of
the consolidated balance sheets included in or incorporated by reference           into
the Company Reports (including the related notes and schedules) fairly
          presents, or, in the case of Company Reports filed after the date hereof, will
          fairly present in all material respects the consolidated financial position of
          the Company and its consolidated Subsidiaries as of its date and each of the
          consolidated statements of income, changes in shareholders equity (deficit) and
          cash flows included in or incorporated by reference into the Company Reports
          (including any related notes and schedules) fairly presents, or in the case of
          Company Reports filed after the date hereof, will fairly present in all
material           respects the results of operations, retained earnings (loss) and
changes in           financial position, as the case may be, of the Company and its
consolidated           Subsidiaries for the periods set forth therein (subject, in the
case of           unaudited statements, to notes and normal year-end audit adjustments
that will           not be material in amount or effect), in each case in accordance with
GAAP           (except, in the case of unaudited statements, as permitted by Form 10-Q)
          consistently applied during the periods involved, except as may be noted
          therein.  



    (f)    Absence
of Certain Changes. Since December 31, 2005 until the date           hereof, the
Company and its Subsidiaries have conducted their respective           businesses only
in, and have not engaged in any material transaction other than           according to,
the ordinary and usual course of such businesses consistent with           past practices
in all material respects, and there has not been:  




-14- 











        (i)    any
change in the financial condition, properties, assets, liabilities, business           or
results of their operations or any circumstance, occurrence or development
          (including any adverse change with respect to any circumstance, occurrence or
          development existing on or prior to December 31, 2005) of which management
          of the Company has knowledge which, individually or in the aggregate, is
          reasonably expected to have a Company Material Adverse Effect;  



        (ii)    any
material damage, destruction or other casualty loss with respect to any
          material asset or property owned, leased or otherwise used by the Company or
any           of its Subsidiaries, whether or not covered by insurance;  



        (iii)    other
than regular quarterly dividends on Shares of $0.18 per Share and the           Special
Dividend, any declaration, setting aside or payment of any dividend or           other
distribution with respect to any shares of capital stock of the Company or           any
of its Subsidiaries (except for dividends or other distributions by any           direct
or indirect wholly owned Subsidiary to the Company or to any wholly owned
          Subsidiary of the Company), or any repurchase, redemption or other acquisition
          by the Company or any of its Subsidiaries of any outstanding shares of capital
          stock or other securities of the Company or any of its Subsidiaries;  



        (iv)    any
material change in any method of accounting or accounting practice by the
          Company or any of its Subsidiaries, except as required by GAAP, the rules or
          policies of the Public Company Accounting Oversight Board or applicable Law;  



        (v)    (A) any
increase in the compensation payable or to become payable to its           officers or
employees (except for increases for employees or officers who are           not set forth
on Schedule 5.1(f)(v)(A) of the Company Disclosure Letter in           the ordinary
course of business and consistent with past practice) or           (B) any
establishment, adoption, entry into or amendment of any collective           bargaining,
employment, termination or severance agreement or any material           bonus, profit
sharing, thrift, compensation or other plan, agreement, trust,           fund, policy or
arrangement for the benefit of any director, officer or           employee, except to the
extent required by applicable Laws; or  



        (vi)    any
agreement to do any of the foregoing.  



    As
used in this Agreement, the term “knowledge” when used in the phrases “to
the knowledge of management of the Company,” “of which management of the
Company has knowledge” or “the Company has no knowledge” or words of
similar import shall mean the actual knowledge of the Persons listed in Section 5.1(f)
of the Company Disclosure Letter, after reasonable inquiry.  






-15- 













    (g)    Litigation
and Liabilities. There are no (i) civil, criminal or           administrative
actions, suits, claims, hearings, arbitrations, investigations or           other
proceedings pending or, to the knowledge of management of the Company,
          threatened against the Company or any of its Subsidiaries or           (ii) obligations
or liabilities undisclosed as of the date hereof of the           Company or any of its
Subsidiaries, whether or not accrued, contingent or           otherwise and whether or
not required to be disclosed, or any other facts or           circumstances undisclosed
as of the date hereof of which management of the           Company have knowledge that
could reasonably be expected to result in any claims           against, or obligations or
liabilities of, the Company or any of its           Subsidiaries, except for those that
would not, individually or in the aggregate,           reasonably be expected to have a
Company Material Adverse Effect or prevent,           materially delay or materially
impair the consummation of the transactions           contemplated by this Agreement.
Neither the Company nor any of its Subsidiaries           is a party to or subject to the
provisions of any judgment, order, writ,           injunction, decree or award of any
Governmental Entity which is, individually or           in the aggregate, reasonably
expected to have a Company Material Adverse Effect           or prevent, materially delay
or materially impair the consummation of the           transactions contemplated by this
Agreement.  



    (h)    Employee
Benefits.  



        (i)    All
benefit and compensation plans, contracts, policies or arrangements covering
          current or former employees of the Company and its subsidiaries (the
          “Employees”) and current or former directors of the Company,
          including, but not limited to, “employee benefit plans” within the
          meaning of Section 3(3) of the Employee Retirement Income Security Act of
          1974, as amended (“ERISA”), and deferred compensation,
          severance, stock option, stock purchase, stock appreciation rights, stock
based,           incentive and bonus plans (the “Benefit Plans”), other
than           Benefit Plans maintained outside of the United States primarily for the
benefit           of Employees working outside of the United States (such plans
hereinafter being           referred to as “Non-U.S. Benefit Plans”),
are listed on           Schedule 5.1(h)(i) of the Company Disclosure Letter, and
each Benefit Plan           which has received a favorable opinion letter from the
Internal Revenue Service           National Office, including any master or prototype
plan, has been separately           identified. True and complete copies of all Benefit
Plans listed on           Schedule 5.1(h)(i) of the Company Disclosure Letter,
including, but not           limited to, any trust instruments, insurance contracts and,
with respect to any           employee stock ownership plan, loan agreements forming a
part of any Benefit           Plans, and all amendments thereto have been provided or
made available to           Parent.  




-16- 












        (ii)    All
Benefit Plans, other than “multiemployer plans” within the meaning           of
Section 3(37) of ERISA (each, a “Multiemployer  Plan”)
          and Non U.S. Benefit Plans, (collectively, “U.S. Benefit
          Plans”) are in substantial compliance with ERISA, the Code and other
          applicable Laws. Each U.S. Benefit Plan which is subject to ERISA (an
          “ERISA Plan”) that is an “employee pension benefit
          plan” within the meaning of Section 3(2) of ERISA (a “Pension
          Plan”) intended to be qualified under Section 401(a) of the Code,
          has received a favorable determination letter from the Internal Revenue Service
          (the “IRS”) covering all tax law changes prior to the Economic
          Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for
          such favorable determination letter within the applicable remedial amendment
          period under Section 401(b) of the Code, and the Company is not aware of
          any circumstances likely to result in the loss of the qualification of such
Plan           under Section 401(a) of the Code. Neither the Company nor any of its
          Subsidiaries maintains any voluntary employees’ beneficiary association
          within the meaning of Section 501(c)(9) of the Code. Neither the Company
          nor any of its Subsidiaries has engaged in a transaction with respect to any
          ERISA Plan that, assuming the taxable period of such transaction expired as of
          the date hereof, could subject the Company or any Subsidiary to a tax or
penalty           imposed by either Section 4975 of the Code or Section 502(i) of ERISA
in an           amount which would be material. Neither the Company nor any of its
Subsidiaries           has incurred or reasonably expects to incur a material tax or
penalty imposed by           Section 4980F of the Code or Section 502 of ERISA
or any material           liability under Section 4071 of ERISA.  



        (iii)    No
liability under Subtitle C or D of Title IV of ERISA has been or is
          expected to be incurred by the Company or any of its Subsidiaries with respect
          to any ongoing, frozen or terminated “single-employer plan”, within
          the meaning of Section 4001(a)(15) of ERISA, currently or formerly
          maintained by any of them, or the single-employer plan of any entity which is
          considered one employer with the Company under Section 4001 of ERISA or
          Section 414 of the Code (an “ERISA  Affiliate”). The
          Company and its Subsidiaries have not incurred any withdrawal liability with
          respect to a Multiemployer Plan under Subtitle E of Title IV of ERISA
          (regardless of whether based on contributions of an ERISA Affiliate) that has
          not been fully paid, and do not expect to incur any such liability in the
          foreseeable future. No notice of a “reportable event”, within the
          meaning of Section 4043 of ERISA for which the reporting requirement has
          not been waived or extended, other than pursuant to Pension Benefit Guaranty
          Corporation (“PBGC”) Reg. Section 4043.33 or 4043.66,
          has been required to be filed for any Pension Plan or by any ERISA Affiliate
          within the 12-month period ending on the date hereof or will be required to be
          filed in connection with the transactions contemplated by this Agreement.No
notices have been required to be sent to participants and beneficiaries           or the
PBGC under Section 302 or 4011 of ERISA or Section 412 of the           Code.  



        (iv)    All
contributions required to be made under each Benefit Plan, as of the date
          hereof, have been timely made and all obligations in respect of each Benefit
          Plan have been properly accrued and reflected in the most recent consolidated
          balance sheet filed or incorporated by reference in the Company Reports prior
to           the date hereof. Neither any Pension Plan nor any single-employer plan of an
          ERISA Affiliate has an “accumulated funding deficiency” (whether or
          not waived) within the meaning of Section 412 of the Code or
          Section 302 of ERISA and no ERISA Affiliate has an outstanding funding
          waiver. Neither any Pension Plan nor any single-employer plan of an ERISA
          Affiliate has been required to file information pursuant to Section 4010
of           ERISA for the current or most recently completed plan year. It is not
reasonably           anticipated that required minimum contributions to any Pension Plan
under           Section 412 of the Code will be materially increased by application
of           Section 412(l) of the Code. Neither the Company nor any of its Subsidiaries
has           provided, or is required to provide, security to any Pension Plan or to any
          single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of
the           Code.  




-17- 












        (v)    Under
each Pension Plan which is a single-employer plan, as of the last day of           the
most recent plan year ended prior to the date hereof, the actuarially
          determined present value of all “benefit liabilities”, within the
          meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the
          actuarial assumptions contained in such Pension Plan’s most recent
          actuarial valuation), did not exceed the then current value of the assets of
          such Pension Plan, and there has been no material change in the financial
          condition, whether or not as a result of a change in funding method, of such
          Pension Plan since the last day of the most recent plan year. The withdrawal
          liability of the Company and its Subsidiaries under each Benefit Plan which is
a           Multiemployer Plan to which the Company, any of its subsidiaries or an ERISA
          Affiliate has contributed during the preceding 12 months, determined as if
          a “complete withdrawal”, within the meaning of Section 4203 of
          ERISA, had occurred as of the date hereof, does not exceed $11,000,000 as of
          January 1, 2006.  



        (vi)    As of
the date hereof, there is no material pending or, to the knowledge of the
          Company threatened, litigation relating to the Benefit Plans other than
          Multiemployer Plans. To the knowledge of the management of the Company, the
          Company has no material litigation in respect of the Multiemployer Plans.
          Neither the Company nor any of its subsidiaries has any obligations for retiree
          health and life benefits under any ERISA Plan or collective bargaining
          agreement. The Company or its Subsidiaries may amend or terminate any such plan
          at any time without incurring any liability thereunder other than in respect of
          claims incurred prior to such amendment or termination.  



        (vii)    There
has been no amendment to, announcement by the Company or any of its
          subsidiaries relating to, or change in employee participation or coverage
under,           any Benefit Plan which would increase materially the expense of
maintaining such           plan above the level of the expense incurred therefor for the
most recent fiscal           year. Neither the execution of this Agreement, shareholder
adoption of this           Agreement nor the consummation of the transactions
contemplated hereby will           (w) entitle any employees of the Company or any
of its Subsidiaries to           severance pay or any increase in severance pay upon any
termination of           employment after the date hereof, (x) accelerate the time
of payment or           vesting or result in any payment or funding (through a grantor
trust or           otherwise) of compensation or benefits under, increase the amount
payable or           result in any other material obligation pursuant to, any of the
Benefit Plans,           (y) limit or restrict the right of the Company or, after
the consummation           of the transactions contemplated hereby, Parent to merge,
amend or terminate any           of the Benefit Plans or (z) result in payments
under any of the Benefit           Plans which would not be deductible under Section 162(m)
or           Section 280G of the Code.  



-18- 














        (viii)    All
Non-U.S. Benefit Plans comply in all material respects with applicable local
          Law. No later than two weeks following the date hereof, the Company shall
          provide Parent with (a) a list of all Non-U.S. Benefit Plans and (b) true and
          complete copies of all such Non-U.S. Benefit Plans, including any trust
          instruments, insurance contracts and, with respect to any employee stock
          ownership plan, loan agreements forming a part of any Benefit Plans, and all
          amendments thereto. The Company and its Subsidiaries have no material unfunded
          liabilities with respect to any such Non-U.S. Benefit Plan. There is no pending
          or, to the knowledge of management of the Company, threatened material
          litigation relating to Non-U.S. Benefit Plans.  




    (i)    Compliance
with Laws; Licenses. The businesses of each of the Company and           its
Subsidiaries have not been, and are not being, conducted in violation of any
          federal, state, local or foreign law, statute or ordinance, or any rule,
          regulation, standard, judgment, order, writ, injunction, decree, arbitration
          award, agency requirement, license or permit of any Governmental Entity
          (collectively, “Laws”), except for violations that,
          individually or in the aggregate, would not reasonably be expected to have a
          Company Material Adverse Effect or prevent, materially delay or materially
          impair the consummation of the transactions contemplated by this Agreement. To
          the knowledge of management of the Company, no investigation or review by any
          Governmental Entity with respect to the Company or any of its Subsidiaries is
          pending or threatened, nor has any Governmental Entity indicated an intention
to           conduct the same, except for those the outcome of which would not,
individually           or in the aggregate, reasonably be expected to have a Company
Material Adverse           Effect or prevent, materially delay or materially impair the
consummation of the           transactions contemplated by this Agreement. The Company
and its Subsidiaries           each has obtained and is in compliance with all permits,
licenses,           certifications, approvals, registrations, consents, authorizations,
franchises,           variances, exemptions and orders issued or granted by a
Governmental Entity           (“Licenses”) necessary to conduct its
business as presently           conducted, except where the failure to so possess or
comply would not,           individually or in the aggregate, reasonably be expected to
have a Company           Material Adverse Effect or prevent, materially delay or
materially impair the           consummation of the transactions contemplated by this
Agreement.  



    (j)    Material
Contracts.  



        (i)    As of the
date of this Agreement, neither the Company nor any of its           Subsidiaries is a
party to or bound by:  




-19- 










		    (A)    any
lease of real or personal property providing for annual rentals of $400,000           or
more;  







		    (B)    any
Contract that is reasonably likely to require either (x) annual           payments
to or from the Company and its Subsidiaries of more than           $15 million or (y) aggregate
payments to or from the Company and its           Subsidiaries of more than $75 million;  







		    (C)    other
than with respect to any partnership that is wholly owned by the Company           or any
wholly owned Subsidiary of the Company, any partnership, joint venture or           other
similar agreement or arrangement relating to the formation, creation,
          operation, management or control of any partnership or joint venture material
to           the Company or any of its Subsidiaries or in which the Company owns more
than a           15% voting or economic interest, or any interest valued at more than
          $10 million without regard to percentage voting or economic interest;  







		    (D)    any
Contract (other than among direct or indirect wholly owned Subsidiaries of           the
Company) relating to indebtedness for borrowed money or the deferred           purchase
price of property (in either case, whether incurred, assumed,           guaranteed or
secured by any asset) in excess of $5 million;  







		    (E)    any
Contract required to be filed as an exhibit to the Company’s Annual           Report
on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K           under
the Securities Act;  







		    (F)    any
non-competition Contract or other Contract that (I) purports to limit           in
any material respect either the type of business in which the Company or any           of
its Affiliates may engage or the manner or locations in which any of them may
          so engage in any business, (II) could require the disposition of any
          material assets or line of business of the Company or any of its Affiliates,
          (III) grants “most favored nation” status that, following the Merger,
          would apply to the Company or any of its Affiliates or (IV) prohibits or limits
          in any material respect the right of the Company or any of its Affiliates to
          make, sell or distribute any products or services;  







		    (G)    any
Contract to which the Company or any of its Subsidiaries is a party           containing
a standstill or similar agreement pursuant to which the Company or           any of its
Subsidiaries has agreed not to acquire assets or securities of the           other party
or any of its Affiliates;  







		    (H)    any
material Contract relating to the license of Intellectual Property (other           than
licenses for commercial off-the-shelf or shrink wrap software that has not           been
modified or customized);  








-20- 












		    (I)    any
Contract between the Company or any of its Subsidiaries and any director or
          officer of the Company or any Person beneficially owning five percent or more
of           the outstanding Shares, other than compensation or severance arrangements,
          confidentiality agreements or indemnification agreements entered into in the
          ordinary course of business;  







		    (J)    any
Contract (other than Contracts with customers) providing for indemnification           by
the Company or any of its Subsidiaries of any Person, except for any such
          Contract that is (x) not material to the Company and its Subsidiaries, taken as
          a whole, and (y) entered into in the ordinary course of business; and  







		    (K)    any
Contract that contains a put, call or similar right pursuant to which the
          Company or any of its Subsidiaries could be required to purchase or sell, as
          applicable, any equity interests of any Person or assets that have a fair
market           value or purchase price of more than $5 million (the Contracts
described in           clauses (A) through (K), together with all exhibits and
schedules to such           Contracts, being the “Material Contracts”).  







        (ii)    Subject
to applicable Law, a true and complete copy of each Material Contract           has
previously been made available to Parent and each such Contract is a valid           and
binding agreement of the Company or one of its Subsidiaries, as the case may
          be, and is in full force and effect, and neither the Company nor any of its
          Subsidiaries nor, to the knowledge of management of the Company, any other
party           thereto is in default or breach in any material respect under the terms
of any           such Material Contract.  



    (k)    Real
Property.  



        (i)    Except in
any such case as would not, individually or in the aggregate,           reasonably be
expected to have a Company Material Adverse Effect, with respect           to the real
property owned by the Company or its Subsidiaries (the           “Owned Real
Property”), (A) the Company or one of its           Subsidiaries, as
applicable, has good and marketable title to the Owned Real           Property, free and
clear of any Encumbrance, and (B) there are no           outstanding options or
rights of first refusal to purchase the Owned Real           Property, or any portion
thereof or interest therein.  



        (ii)    With
respect to the real property leased or subleased to the Company or its
          Subsidiaries (the “Leased Real Property”), the lease or
          sublease for such property is valid, legally binding, enforceable and in full
          force and effect, and none of the Company or any of its Subsidiaries is in
          breach or violation of or default under such lease or sublease, and no event
has           occurred which, with notice, lapse of time or both, would constitute a
breach,           violation or default by any of the Company or its Subsidiaries or
permit           termination, modification, acceleration or repudiation by any third
party           thereunder, or prevent, materially delay or materially impair the
consummation           of the transactions contemplated by this Agreement except in each
case, for such           invalidity, failure to be binding, unenforceability,
ineffectiveness, breaches,           violations, defaults, changes, terminations,
modifications, accelerations or           repudiations that is not, individually or in
the aggregate, reasonably expected           to have a Company Material Adverse Effect.  





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        (iii)    Section 5.1(k)(iii)
of the Company Disclosure Letter contains a true and           complete list of all Owned
Real Property.  



        (iv)    For
purposes of this Section 5.1(k) and Section 6.1(a)(v) only,           “Encumbrance” means
any mortgage, lien, pledge, charge,           security interest, easement, covenant, or
other restriction or title matter or           encumbrance of any kind in respect of such
asset but specifically excludes           (a) specified encumbrances described in
Section 5.1(k)(iv) of the           Company Disclosure Letter; (b) encumbrances
for current Taxes or other           governmental charges not yet due and payable or
contested in good faith;           (c) mechanics’, carriers’, workmen’s,
repairmen’s or           other like encumbrances arising or incurred in the ordinary
course of business           consistent with past practice relating to obligations as to
which there is no           default on the part of Company, or the validity or amount of
which is being           contested in good faith by appropriate proceedings; and (d) other
          encumbrances that do not, individually or in the aggregate, materially impair
          the continued use or operation of the specific parcel of Owned Real Property to
          which they relate or the conduct of the business of the Company and its
          Subsidiaries as presently conducted.  



    (l)    Takeover
Statutes. The board of directors of the Company has approved           this Agreement
and the transactions contemplated hereby, including the Merger,           in accordance
with the provisions of Sections 180.1101 and 180.1141 of the           WBCL. No
other “fair price,” “moratorium,” “control           share
acquisition” or other similar anti-takeover statute or regulation           (each, a
“Takeover Statute”) or any anti-takeover provision in           the
Company’s Charter or Bylaws is applicable to the Merger or the other
          transactions contemplated by this Agreement.  



    (m)    Environmental
Matters. Except for such matters that, alone or in the           aggregate, are not
reasonably expected to have a Company Material Adverse           Effect: (i) the Company
and its Subsidiaries have complied at all times with all           applicable
Environmental Laws; (ii) no property currently owned or operated by           the Company
or any of its Subsidiaries (including soils, groundwater, surface           water,
buildings or other structures) is contaminated with any Hazardous           Substance at
levels or in circumstances that could reasonably be expected to           require
investigation or remediation under Environmental Laws; (iii) no property
          formerly owned or operated by the Company or any of its Subsidiaries and for
          which the Company or any of its Subsidiaries could reasonably be expected to
          bear liability was contaminated with any Hazardous Substance during or prior to
          such period of ownership or operation; (iv) neither the Company nor any of its
          Subsidiaries is subject to liability under Environmental Laws for any Hazardous
          Substance disposal or contamination on any third party property at levels or in
          circumstances that could reasonably be expected to require investigation or
          remediation under Environmental Laws; (v) neither the Company nor any of its
          Subsidiaries has received any notice, demand, letter, claim or request for
          information alleging that the Company or any of its Subsidiaries may be in
          violation of or subject to liability under any Environmental Law; (vi) neither
          the Company nor any of its Subsidiaries is subject to any order, decree,
          injunction or other agreement with any Governmental Entity or any indemnity or
          other agreement with any third party relating to liability under any
          Environmental Law; (vii) none of the properties contain any underground storage
          tanks, asbestos-containing material, lead containing paint, or polychlorinated
          biphenyls which could reasonably be expected to require abatement or result in
          liability pursuant to any Environmental Law; (viii) there are no other
          circumstances or conditions involving the Company or any of its Subsidiaries
          that could reasonably be expected to result in any claim, liability,
          investigation, cost or restriction on the ownership, use, or transfer of any
          property pursuant to any Environmental Law; and (ix) the Company has made
          available to Parent copies of all environmental reports, studies, assessments
          and audits in its possession relating to Company or its Subsidiaries or their
          respective current and former properties or operations in its possession at its
          corporate headquarters.  




-22- 











    As
used herein, the term “Environmental Law” means any federal, state, local
or foreign statute, law, regulation, order, decree, permit, authorization, opinion, common
law or agency requirement relating to: (A) the protection of the environment, occupational
health and safety, or natural resources, (B) the handling, use, presence, disposal,
release or threatened release of, or exposure to, any Hazardous Substance or (C) noise,
odor, indoor air, wetlands, pollution, contamination or any injury or threat of injury to
persons or property relating to any Hazardous Substance. 



    As
used herein, the term “Hazardous Substance” means any substance that is:
(A) listed, classified or regulated pursuant to any Environmental Law and (B) any
petroleum product or by product, asbestos-containing material, lead-containing paint or
plumbing, polychlorinated biphenyls, radioactive material or radon. 



    Notwithstanding
anything to the contrary in this Agreement, the representations and warranties set forth
in this Section 5.1(m) shall be the sole and exclusive representations and warranties of
the Company with respect to Environmental Laws. 



    (n)    Taxes.
Except as would not, individually or in the aggregate, reasonably           be expected
to have a Company Material Adverse Effect, the Company and each of           its
Subsidiaries (i) have prepared in good faith and duly and timely filed
          (taking into account any extension of time within which to file) all Tax
Returns           (as defined below) required to be filed by any of them and all such
filed Tax           Returns are complete and accurate in all material respects; (ii) have
paid           all Taxes (as defined below) that are required to be paid or that the
Company or           any of its Subsidiaries are obligated to withhold from amounts owing
to any           employee, creditor or third party, except with respect to matters
contested in           good faith; (iii) have not waived any statute of limitations
with respect           to Taxes or agreed to any extension of time with respect to a Tax
assessment or           deficiency; and (iv) have not been a party to a “reportable
          transaction” within the meaning of Treasury Regulation § 1.6011-4. As
          of the date hereof, there are not pending or, to the knowledge of the
management           of the Company, threatened in writing, any audits, examinations or
similar           proceedings in respect of Taxes or Tax matters of the Company, except
for such           audits, examinations or proceedings the results of which are,
individually or in           the aggregate, not reasonably expected to have a Company
Material Adverse           Effect. There are not, to the knowledge of management of the
Company, any           unresolved questions or claims concerning the Company’s or
any of its           Subsidiaries’ Tax liability that are, individually or in the
aggregate,           reasonably expected to have a Company Material Adverse Effect. The
Company has           made available to Purchaser true and correct copies of the United
States federal           income Tax Returns filed by the Company and its Subsidiaries for
each of the           fiscal years ended December 31, 2005, 2004 and 2003. Neither the
Company nor any           of its current or former Subsidiaries has been a “distributing
          corporation” or a “controlled corporation” in a distribution of
          stock intended to qualify for tax-free treatment under Section 355(a) at any
          time during the period commencing two years prior to the date hereof and ending
          as of the date this representation is made.  




-23- 











    As
used in this Agreement, (i) the term “Tax” (including, with
correlative meaning, the term “Taxes”) includes all federal, state, local
and foreign income, profits, franchise, gross receipts, environmental, customs duty,
capital stock, severances, stamp, payroll, sales, employment, unemployment, disability,
use, property, withholding, excise, production, value added, occupancy and other taxes,
duties or assessments of any nature whatsoever, together with all interest, penalties and
additions imposed with respect to such amounts and any interest in respect of such
penalties and additions, and (ii) the term “Tax Return” includes all
returns and reports (including elections, declarations, disclosures, schedules, estimates
and information returns) required to be supplied to a Tax authority relating to Taxes. 



    (o)    Labor
Matters. Neither the Company nor any of its Subsidiaries is a party           to or
otherwise bound by any collective bargaining agreement or other Contract           with a
labor union or labor organization in respect of employees working in           North
America, neither the Company nor any of its Subsidiaries is the subject of           any
material proceeding asserting that the Company or any of its Subsidiaries           has
committed an unfair labor practice or is seeking to compel it to bargain           with
any labor union or labor organization nor is there pending or, to the           knowledge
of management of the Company, threatened, nor has there been for the           past three
years, any labor strike, dispute, walk-out, work stoppage, slow-down           or lockout
involving the Company or any of its Subsidiaries. To the knowledge of           the
management of the Company, there are no organizational efforts with respect           to
the formation of a collective bargaining unit being made as of the date           hereof
involving employees of the Company or any of its Subsidiaries. The           Company has
previously made available to Parent correct and complete copies of           all labor
and collective bargaining agreements, Contracts or other agreements or
          understandings with a labor union or labor organization to which the Company or
          any of its Subsidiaries is party or by which any of them are otherwise bound in
          respect of employees working in North America and no later than two weeks after
          the date hereof, the Company shall provide Parent with a correct and complete
          copy of all such agreements, Contracts or understandings in respect of
employees           working outside North America (collectively, the “Company
Labor           Agreements”). The consummation of the Merger and the other
transactions           contemplated by this Agreement will not entitle any third party
(including any           labor union or labor organization) to any payments under any of
the Company           Labor Agreements.  




-24- 











    (p)    Intellectual
Property.  



        (i)    To
conduct the business of the Company and its Subsidiaries as presently           conducted
in all material respects, neither the Company nor any of its           Subsidiaries
requires any Intellectual Property that the Company and its           Subsidiaries do not
already own or license. All rights in and to such           Intellectual Property shall
survive unchanged in all material respects the           consummation of the transactions
contemplated by this Agreement. The Company and           its Subsidiaries have not (A) infringed,
misappropriated or otherwise           violated (“Infringe”) the
Intellectual Property rights of any           third party during the three year period
immediately preceding the date of this           Agreement and (B) the Intellectual
Property owned by the Company and its           Subsidiaries is not being Infringed by
any third party, except, in each case of           (A) and (B), for any infringement,
misappropriation or other violation that           would not, individually or in the
aggregate, reasonably be expected to have a           Company Material Adverse Effect.  



        (ii)    The
Company and its Subsidiaries have taken all reasonable measures consistent           with
industry practices to protect, preserve and maintain its Intellectual           Property
(including executing appropriate non disclosure and intellectual           property
assignment agreements).  



        (iii)    The IT
Assets operate and perform in all material respects in accordance with           their
documentation and functional specifications and otherwise as required by           the
Company and its Subsidiaries in connection with their businesses. To the
          knowledge of management of the Company, since the Applicable Date no third
party           has gained unauthorized access to the IT Assets. The Company and its
          Subsidiaries have implemented reasonable backup and disaster recovery
technology           consistent with industry practices.  



        (iv)    For
purposes of this Agreement, the following terms have the following meanings:  




-25- 











    “Intellectual
Property” means all (i) trademarks, service marks, brand names, domain names,
logos, symbols, trade dress, trade names, and other indicia of origin and all goodwill
associated therewith and symbolized thereby, including all renewals of the same;
(ii) inventions and discoveries, whether patentable or not, and all patents, ,
including divisions, continuations, continuations-in-part, renewals, extensions and
reissues; (iii) confidential information, trade secrets and know-how, including
processes, schematics, business methods, formulae,, prototypes, models, designs, customer
lists and supplier lists; (iv) published and unpublished works of authorship, whether
copyrightable or not (including, without limitation, software, databases and other
compilations of information), copyrights therein and thereto, and all renewals,
extensions, restorations and reversions thereof; (v) all registrations, disclosures
and applications for the foregoing; and (vi) all other intellectual property or
proprietary rights. 



    “IT
Assets” means computers, computer software, code, firmware, middleware, servers,
workstations, routers, hubs, switches, data communications lines, and all other
information technology equipment, and all associated documentation used by the Company and
its Subsidiaries (excluding any public networks). 



    (q)    Insurance.
All material fire and casualty, general liability, business           interruption,
product liability, and sprinkler and water damage insurance           policies maintained
by the Company or any of its Subsidiaries           (“Insurance Policies”)
are with reputable insurance carriers           and provide adequate coverage for all
normal risks incident to the business of           the Company and its Subsidiaries and
their respective properties and assets,           except for any such failures to
maintain insurance policies that, individually           or in the aggregate, are not
reasonably expected to have a Company Material           Adverse Effect. Each Insurance
Policy is in full force and effect and all           premiums due with respect to all
Insurance Policies have been paid, with such           exceptions that, individually or
in the aggregate, are not reasonably expected           to have a Company Material
Adverse Effect.  



    (r)    Rights
Agreement. The board of directors of the Company has taken all           necessary
action to render the Rights Agreement inapplicable to the Merger and           the other
transactions contemplated hereby.  



    (s)    Brokers
and Finders. Neither the Company nor any of its officers,           directors or
employees has employed any broker or finder or incurred any           liability for any
brokerage fees, commissions or finders, fees in connection           with the Merger or
the other transactions contemplated in this Agreement except           that the Company
has employed UBS Securities LLC as its financial advisor. The           Company has made
available to Parent a copy of all agreements pursuant to which           UBS Securities
LLC is entitled to any fees and expenses in connection with any           of the
transactions contemplated by this Agreement and Section 5.1(s) of           the
Company Disclosure Letter sets forth the amount of any fees and expenses           which
UBS Securities LLC is entitled to receive from the Company.  



    5.2.    Representations
and Warranties of Parent and Merger Sub. Except as set           forth in the
corresponding sections or subsections of the disclosure letter           delivered to the
Company by Parent prior to entering into this Agreement (the           “Parent
Disclosure Letter”) (it being agreed that disclosure of           any item in
any section or subsection of the Parent Disclosure Letter shall be           deemed
disclosure with respect to any other section or subsection to which the
          relevance of such item is readily apparent), Parent and Merger Sub each hereby
          represent and warrant to the Company that:  




-26- 











    (a)    Organization,
Good Standing and Qualification. Each of Parent and Merger           Sub is a legal
entity duly organized, validly existing and in good standing           under the Laws of
its respective jurisdiction of organization and has all           requisite corporate or
similar power and authority to own, lease and operate its           properties and assets
and to carry on its business as presently conducted and is           qualified to do
business and is in good standing as a foreign corporation in           each jurisdiction
where the ownership, leasing or operation of its assets or           properties or
conduct of its business requires such qualification, except where           the failure
to be so organized, qualified or in such good standing, or to have           such power
or authority, would not, individually or in the aggregate, reasonably           be
expected to prevent, materially delay or impair the ability of Parent and
          Merger Sub to consummate the Merger and the other transactions contemplated by
          this Agreement.  



    (b)    Corporate
Authority. (i)  No vote of holders of capital stock           of Parent is
necessary to approve this Agreement and the Merger and the other           transactions
contemplated hereby.Each of Parent and Merger Sub has all           requisite
corporate power and authority and has taken all corporate action           (including
approval of the Merger by Parent as the sole shareholder of Merger           Sub)
necessary in order to execute, deliver and perform its obligations under           this
Agreement to consummate the Merger. This Agreement has been duly executed           and
delivered by each of Parent and Merger Sub and is a valid and binding           agreement
of, Parent and Merger Sub, enforceable against each of Parent and           Merger Sub in
accordance with its terms, subject to the Bankruptcy and Equity           Exception.  



    (c)    Governmental
Filings; No Violations; Etc.  



        (i)    Other
than the filings and/or notices pursuant to Section 1.3 and under the           HSR
Act, the ECMR, if applicable, any other Antitrust Laws or the Exchange Act           (the
“Parent Approvals”), no notices, reports or other filings           are
required to be made by Parent or Merger Sub with, nor are any consents,
          registrations, approvals, permits or authorizations required to be obtained by
          Parent or Merger Sub from, any Governmental Entity in connection with the
          execution, delivery and performance of this Agreement by Parent and Merger Sub
          and the consummation by Parent and Merger Sub of the Merger and the other
          transactions contemplated hereby, except those that the failure to make or
          obtain would not, individually or in the aggregate, reasonably be expected to
          prevent or materially delay the ability of Parent or Merger Sub to consummate
          the Merger and the other transactions contemplated by this Agreement.  




-27- 











        (ii)    The
execution, delivery and performance of this Agreement by Parent and Merger           Sub
do not, and the consummation by Parent and Merger Sub of the Merger and the
          other transactions contemplated hereby will not, constitute or result in
          (A) a breach or violation of, or a default under, the certificate of
          incorporation or by-laws of Parent or Merger Sub or the comparable governing
          instruments of any of its Subsidiaries, (B) with or without notice, lapse
          of time or both, a breach or violation of, a termination (or right of
          termination) or a default under, the creation or acceleration of any
obligations           or the creation of a Lien on any of the assets of Parent or any of
its           Subsidiaries pursuant to, any Contracts binding upon Parent or any of its
          Subsidiaries or any Laws or governmental or non-governmental permit or license
          to which Parent or any of its Subsidiaries is subject; or (C) any change
in           the rights or obligations of any party under any of such Contracts, except,
in           the case of clause (B) or (C) above, for any breach, violation,
          termination, default, creation, acceleration or change that would not,
          individually or in the aggregate, reasonably be expected to prevent or
          materially delay the ability of Parent or Merger Sub to consummate the Merger
          and the other transactions contemplated by this Agreement.  



    (d)    Litigation.
As of the date of this Agreement, there are no civil,           criminal or
administrative actions, suits, claims, hearings, investigations or           proceedings
pending or, to the knowledge of the officers of Parent, threatened           against
Parent or Merger Sub that seek to enjoin, or would reasonably be           expected to
have the effect of preventing, making illegal, or otherwise           interfering with,
any of the transactions contemplated by this Agreement, except           as would not,
individually or in the aggregate, reasonably be expected to           prevent or
materially delay the ability of Parent and Merger Sub to consummate           the Merger
and the other transactions contemplated by this Agreement.  



    (e)    Available
Funds. Parent and Merger Sub have available to them, or as of           the Effective
Time will have available to them, all funds necessary for the           payment of the
aggregate Per Share Merger Consideration and other amounts           payable by Parent
and/or Merger Sub (including the Surviving Corporation) under           this Agreement.  



    (f)    Capitalization
of Merger Sub. The authorized capital stock of Merger Sub           consists solely
of 100 shares of Common Stock, no par value, all of which           are validly
issued and outstanding. All of the issued and outstanding capital           stock of
Merger Sub is, and at the Effective Time will be, owned by Parent or a           direct
or indirect wholly owned Subsidiary of Parent. Merger Sub has not           conducted any
business prior to the date hereof and has no, and prior to the           Effective Time
will have no, assets, liabilities or obligations of any nature           other than those
incident to its formation and pursuant to this Agreement and           the Merger and the
other transactions contemplated by this Agreement.  



    (g)    At the
time immediately preceding the date of this Agreement, neither Parent nor           any
of its Subsidiaries is, with respect to the Company, an “interested
          stockholder” as such term is defined in Section 180.1140(8) of the
          WBCL.  






-28- 











ARTICLE VI  



Covenants 



    6.1.    Interim Operations.  



    (a)    The
Company covenants and agrees as to itself and its Subsidiaries that, after           the
date hereof and prior to the Effective Time (unless Parent shall otherwise
          approve in writing (such approval not to be unreasonably withheld or delayed)),
          and except as otherwise expressly contemplated by this Agreement, as set forth
          in Section 6.1 of the Company Disclosure Letter or as required by
          applicable Laws, the business of it and its Subsidiaries shall be conducted in
          the ordinary and usual course and, to the extent consistent therewith, it and
          its Subsidiaries shall use their respective reasonable best efforts to preserve
          their business organizations intact and maintain existing relations and
goodwill           with Governmental Entities, customers, suppliers, distributors,
creditors,           lessors, employees and business associates and keep available the
services of           its and its Subsidiaries’ present employees and agents.
Without limiting           the generality of the foregoing and in furtherance thereof,
from the date of           this Agreement until the Effective Time, except (A) as
otherwise expressly           required by this Agreement, (B) as Parent may approve
in writing (such           approval not to be unreasonably withheld or delayed), (C) as
set forth in           Section 6.1 of the Company Disclosure Letter or (D) as
required by           applicable Laws, the Company will not and will not permit its
Subsidiaries to:  



        (i)    adopt or
propose any change in its articles of incorporation or by-laws or other
          applicable governing instruments;  



        (ii)    merge or
consolidate the Company or any of its Subsidiaries with any other           Person, or
restructure, reorganize or completely or partially liquidate any           operations or
businesses;  



        (iii)    acquire
assets outside of the ordinary course of business from any other Person           with a
value or purchase price in excess of $1 million in the aggregate, other           than
acquisitions pursuant to Contracts in effect as of the date of this           Agreement;  



        (iv)    except
for the issuance of Shares upon the exercise of Company Options           outstanding on
the date of this Agreement or in accordance with the terms of the           401(k) Plans
as in effect on the date of this Agreement, issue, sell, pledge,           dispose of,
grant, transfer, encumber, or authorize the issuance, sale, pledge,
          disposition, grant, transfer, lease, license, guarantee or encumbrance of, any
          shares of capital stock of the Company or any of its Subsidiaries (other than
          the issuance of shares by a wholly owned Subsidiary of the Company to the
          Company or another wholly owned Subsidiary), or securities convertible or
          exchangeable into or exercisable for any shares of such capital stock, or any
          options, warrants or other rights of any kind to acquire any shares of such
          capital stock or such convertible or exchangeable securities;  




-29- 











        (v)    create or
incur any Encumbrance (other than the exclusion set forth in clauses           (a) and
(d) of the definition of Encumbrance) on any assets of the Company or           any of
its Subsidiaries;  



        (vi)    make any
loans, advances or capital contributions to or investments in any           Person (other
than the Company or any direct or indirect wholly owned Subsidiary           of the
Company);  



        (vii)    other
than regular quarterly cash dividends on Shares of $0.18 per Share and the
          Special Dividend, declare, set aside, make or pay any dividend or other
          distribution, payable in cash, stock, property or otherwise, with respect to
any           of its capital stock (except for dividends paid by any direct or
indirect           wholly owned Subsidiary to the Company or to any other direct or
indirect wholly           owned Subsidiary) or enter into any agreement with respect to
the voting of its           capital stock;  



        (viii)    reclassify,
split, combine, subdivide or redeem, purchase or otherwise acquire,           directly or
indirectly, any of its capital stock or securities convertible or           exchangeable
into or exercisable for any shares of its capital stock;  



        (ix)    incur
any indebtedness for borrowed money or guarantee such indebtedness of           another
Person, or issue or sell any debt securities or warrants or other rights           to
acquire any debt security of the Company or any of its Subsidiaries, except           for
indebtedness for borrowed money incurred in the ordinary course of business
          consistent with past practices;  



        (x)    except as
set forth in the capital budgets set forth in Section 6.1(a)(x)           of the
Company Disclosure Letter and consistent therewith, make or authorize any
          capital expenditure in excess of $2 million in the aggregate;  



        (xi)    enter
into any Contract that would have been a Material Contract had it been           entered
into prior to this Agreement, except for customer Contracts entered into           in the
ordinary course of business consistent with past practice that do not           contain
any of the provisions referred to in Section 5.1(j)(i)(F);  



        (xii)    make
any changes with respect to accounting policies or procedures, except as
          required by changes in applicable generally accepted accounting principles, the
          rules or policies of the Public Company Accounting Oversight Board or
applicable           Law;  



        (xiii)    settle
any litigation or other proceedings before a Governmental Entity for an           amount
in excess of $500,000 or any claim against the Company in excess of such
          amount;  




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        (xiv)    (i) amend
or modify any Material Contract in any material respect or in           manner adverse to
the Company or its Subsidiaries, (ii) terminate any           Material Contract, or
(iii) cancel, modify or waive any debts or claims           held by it or waive any
rights having in each case a value in excess of           $500,000;  



        (xv)    make any
material Tax election, settle any material Tax claim or change any           material
method of Tax accounting;  



        (xvi)    transfer,
sell, lease, license, mortgage, pledge, suffer a Lien, divest,           abandon, or
allow to lapse or expire, or otherwise dispose of any assets,           product lines or
businesses of the Company or its Subsidiaries, including           capital stock of any
of its Subsidiaries, except in the ordinary course of           business or sales of
obsolete assets;  



        (xvii)    except
as provided in Section 6.9(g), as required pursuant to existing           agreements in
effect prior to the date of this Agreement and set forth in           Section 5.1(h)(i)
of the Company Disclosure Letter, or as otherwise required by           applicable Law,
(i) grant or provide any severance or termination payments or           benefits to any
director, officer or employee of the Company or any of its           Subsidiaries,
except, in the case of employees who are not officers, in the           ordinary course
of business consistent with past practice as disclosed to the           Parent prior to
the date hereof, (ii) increase the compensation, bonus or           pension,
welfare, severance or other benefits of, pay any bonus to, or make any           new
equity awards to any director, officer or employee of the Company or any of           its
Subsidiaries, except for increases in base salary or bonus in the ordinary
          course of business consistent with past practice for employees who are not
          officers, (iii) establish, adopt, amend or terminate any Benefit Plan or amend
          the terms of any outstanding equity-based awards, (iv) take any action to
          accelerate the vesting or payment, or fund or in any other way secure the
          payment, of compensation or benefits under any Benefit Plan, to the extent not
          already provided in any such Benefit Plan, (v) change any actuarial or other
          assumptions used to calculate funding obligations with respect to any U.S.
          Benefit Plan or Non-U.S. Benefit Plan or to change the manner in which
          contributions to such plans are made or the basis on which such contributions
          are determined, except as may be required by GAAP, or (vi) forgive any loans to
          directors, officers or employees of the Company or any of its Subsidiaries.  



        (xviii)    take
any action or omit to take any action that is reasonably likely to result           in
any of the conditions to the Merger set forth in Article VII not being
          satisfied;  



        (xix)    perform
any services or provide any products to any Person that would expand in           any
material respect the scope of services or products subject to any           non-compete
provision to which the Company or any of its Subsidiaries is           subject; or  




-31- 












        (xx)    agree,
authorize or commit to do any of the foregoing.  



    (b)    Prior to
making any written or broad-based oral communications to the directors,
          officers or employees of the Company or any of its Subsidiaries pertaining to
          the effect upon employment, compensation or benefit matters that will result as
          a consequence of the transactions contemplated by this Agreement, the Company
          shall provide Parent with a copy of the intended communication, Parent shall
          have a reasonable period of time to review and comment on the communication,
and           Parent and the Company shall cooperate in providing any such mutually
agreeable           communication.  



    (c)    From the
date of this Agreement until Effective Time, except (A) as otherwise           expressly
required by this Agreement, (B) as the Company may approve in writing           (such
approval not to be unreasonably withheld or delayed), (C) as set forth in
          Section 6.1(c) of the Parent Disclosure Letter or (D) as required by applicable
          Laws, Parent will not and will not permit its Subsidiaries to take any action
or           omit to take any action that is reasonably likely to result in any of the
          conditions to the Closing set forth in Article VII not being satisfied.  



    6.2.    Acquisition
Proposals.  



    (a)    No
Solicitation or Negotiation. The Company agrees that, except as           expressly
permitted by this Section 6.2, neither it nor any of its           Subsidiaries nor
any of the officers and directors of it or its Subsidiaries           shall, and that it
shall use its best efforts to instruct and cause its and its           Subsidiaries’ employees,
investment bankers, attorneys, accountants and           other advisors or
representatives (such directors, officers, employees,           investment bankers,
attorneys, accountants and other advisors or           representatives, collectively,
“Representatives”) not to,           directly or indirectly:  



        (i)    initiate,
solicit or encourage any inquiries or the making of any proposal or           offer that
constitutes, or could reasonably be expected to lead to, any           Acquisition
Proposal (as defined below); or  



        (ii)    engage
in, continue or otherwise participate in any discussions or negotiations
          regarding, or provide any non-public information or data to any Person relating
          to, any Acquisition Proposal; or  



        (iii)    otherwise
facilitate knowingly any effort or attempt to make an Acquisition           Proposal.  




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    Notwithstanding
anything in the foregoing to the contrary, prior to the time, but not after, the Company
Requisite Vote is obtained, the Company may (A) provide information in response to a
request therefor by a Person who has made an unsolicited bona fide written Acquisition
Proposal providing for the acquisition of more than 50% of the assets (on a consolidated
basis) or total voting power of the equity securities of the Company if the Company
receives from the Person so requesting such information an executed confidentiality
agreement on terms not less restrictive to the other party than those contained in the
Confidentiality Agreement (as defined in Section 9.7); it being understood that such
confidentiality agreement does not have to include a provision prohibiting the making, or
amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable,
provides copies of) any such information to Parent to the extent not previously provided
to Parent; (B) engage or participate in any discussions or negotiations with any
Person who has made such an unsolicited bona fide written Acquisition Proposal; and/or
(C) after having complied with Section 6.2(c), approve, recommend, or otherwise
declare advisable or propose to approve, recommend or declare advisable (publicly or
otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to
taking any action described in clause (A), (B) or (C) above, the board of directors
of the Company determines in good faith after consultation with outside legal counsel that
failure to take such action would be inconsistent with the directors’
fiduciary duties under applicable Law, and (y) in each such case referred to in
clause (A) or (B) above, the board of directors of the Company has determined in good
faith based on the information then available and after consultation with its financial
advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined
below) or is reasonably likely to result in a Superior Proposal; and (z) in the case
referred to in clause (C) above, the board of directors of the Company determines in
good faith (after consultation with its financial advisor and outside legal counsel) that
such Acquisition Proposal is a Superior Proposal. 



         (b)    
          Definitions. For purposes of this Agreement: 



    “Acquisition
Proposal” means (i) any proposal or offer with respect to a merger, joint
venture, partnership, consolidation, dissolution, liquidation, tender offer,
recapitalization, reorganization, share exchange, business combination or similar
transaction involving the Company or any of its Significant Subsidiaries and (ii) any
proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the
total voting power or of any class of equity securities of the Company or those of any of
its Significant Subsidiaries, or 15% or more of the consolidated total assets (including
equity securities of its Subsidiaries) of the Company, in each case other than the
transactions contemplated by this Agreement. 



    “Superior
Proposal” means an unsolicited bona fide Acquisition Proposal involving all or
substantially all of the assets (on a consolidated basis) or total voting power of the
equity securities of the Company that the board of directors of the Company has determined
in its good faith judgment is reasonably expected to be consummated in accordance with its
terms, taking into account all legal, financial and regulatory aspects of the proposal,
the effect of the proposal on constituencies of the Company and the Person making the
proposal, and if consummated, would result in a transaction more favorable to the
Company’s shareholders from a financial point of view (after taking into account any
revisions to the terms of the transaction contemplated by Section 6.2(c) of this
Agreement). 




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    (c)    No
Change in Recommendation or Alternative Acquisition Agreement. The           board of
directors of the Company and each committee thereof shall not:  



        (i)    withhold,
withdraw, qualify or modify (or publicly propose or resolve to           withhold,
withdraw, qualify or modify), in a manner adverse to Parent, the           Company
Recommendation with respect to the Merger (it being understood that           publicly
taking a neutral position or no position with respect to an Acquisition
          Proposal at any time beyond 10 business days after the first public
announcement           of such Acquisition Proposal shall not be considered an adverse
modification);           or  



        (ii)    except
as expressly permitted by, and after compliance with, Section 8.3(a)
          hereof, cause or permit the Company to enter into any letter of intent,
          memorandum of understanding, agreement in principle, acquisition agreement,
          merger agreement or other agreement (other than a confidentiality agreement
          referred to in Section 6.2(a) entered into in compliance with
          Section 6.2(a)) (an “Alternative Acquisition Agreement”)
          relating to any Acquisition Proposal.  



    Notwithstanding
anything to the contrary set forth in this Agreement, prior to the time, but not after,
the Company Requisite Vote is obtained, the board of directors of the Company may
withhold, withdraw, qualify or modify the Company Recommendation or approve, recommend or
otherwise declare advisable any Superior Proposal made after the date hereof that was not
solicited, initiated, encouraged or knowingly facilitated in breach of
Section 6.2(a), if the board of directors of the Company determines in good faith,
after consultation with outside counsel, that failure to take such action would be
inconsistent with the directors’ fiduciary duties under applicable Law (a
“Change of Recommendation”); provided, however, that no
Change of Recommendation may be made until after at least 48 hours following
Parent’s receipt of written notice from the Company advising that management of the
Company currently intends to recommend to its board of directors that it take such action
and the basis therefor, including all necessary information under Section 6.2(f). In
determining whether to make a Change of Recommendation in response to a Superior Proposal
or otherwise, the Company board of directors shall take into account any changes to the
terms of this Agreement proposed by Parent and any other information provided by Parent in
response to such notice. Any material amendment to any Acquisition Proposal will be deemed
to be a new Acquisition Proposal for purposes of this Section 6.2, including with
respect to the notice period referred to in this Section 6.2. 



    (d)    Certain
Permitted Disclosure. Nothing contained in this Section 6.2           shall be
deemed to prohibit the Company from complying with its disclosure           obligations
under U.S. federal or state Law with regard to an Acquisition           Proposal; provided,
however, that if such disclosure has the           substantive effect of
withdrawing or adversely modifying the Company           Recommendation, Parent, shall
have the right to terminate this Agreement as set           forth in Section 8.4(a).  




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    (e)    Existing
Discussions. The Company agrees that it will immediately cease           and cause to
be terminated any existing activities, discussions or negotiations           with any
parties conducted heretofore with respect to any Acquisition Proposal.           The
Company agrees that it will take the necessary steps to promptly inform the
          individuals or entities referred to in the first sentence of Section 6.2
          (a) of the obligations undertaken in this Section 6.2 and in the
          Confidentiality Agreement. The Company also agrees that it will promptly
request           each Person that has heretofore executed a confidentiality agreement in
          connection with its consideration of acquiring it or any of its Subsidiaries to
          return or destroy all confidential information heretofore furnished to such
          Person by or on behalf of it or any of its Subsidiaries.  



    (f)    Notice.
The Company agrees that it will promptly (and, in any event,           within 48 hours)
notify Parent if any inquiries, proposals or offers with           respect to an
Acquisition Proposal are received by, any such information is           requested from,
or any such discussions or negotiation are sought to be           initiated or continued
with, it or any of its Representatives indicating, in           connection with such
notice, the name of such Person and the material terms and           conditions of any
proposals or offers (including, if applicable, copies of any           written requests,
proposals or offers, including proposed agreements) and           thereafter shall keep
Parent informed, on a current basis, of the status and           terms of any such
proposals or offers (including any amendments thereto) and the           status of any
such discussions or negotiations, including any change in the           Company’s
intentions as previously notified.  



    6.3.    Information
Supplied. The Company shall prepare and file with the SEC, as           promptly as
practicable after the date of this Agreement, and in any event           within 14 days
after the date hereof, a proxy statement in preliminary form           relating to the
Shareholders Meeting (as defined in Section 6.4) (such           proxy statement,
including any amendment or supplement thereto, the           “Proxy Statement”).
The Company agrees, as to its and           Subsidiaries, that (i) the Proxy
Statement will comply in all material           respects with the applicable provisions
of the Exchange Act and the rules and           regulations thereunder and (ii) none
of the information supplied by it or           any of its Subsidiaries for inclusion or
incorporation by reference in the Proxy           Statement will, at the date of mailing
to shareholders of the Company or at the           time of the Shareholders Meeting,
contain any untrue statement of a material           fact or omit to state any material
fact required to be stated therein or           necessary in order to make the statements
therein, in light of the circumstances           under which they were made, not
misleading. Parent shall cooperate in the           preparation of the Proxy Statement
and shall promptly provide to the Company any           information regarding Parent that
is necessary or reasonably appropriate to           include in the Proxy Statement.
Parent agrees that none of the information           supplied by Parent or any of its
Subsidiaries for inclusion or incorporation by           reference in the Proxy Statement
will, at the date of mailing to shareholders of           the Company or at the time of
the Shareholders Meeting, contain any untrue           statement of a material fact or
omit to state any material fact required to be           stated therein or necessary in
order to make the statements therein, in light of           the circumstances under which
they were made, not misleading.  




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    6.4.    Shareholders
Meeting. The Company will take, in accordance with           applicable Law and its
Charter and Bylaws and subject to the fiduciary duties of           its directors, all
action necessary to convene a meeting of holders of Shares           (the “Shareholders
Meeting”) as promptly as practicable after           the Proxy Statement is
cleared by the SEC for mailing to the Company’s           shareholders to consider
and vote upon approval of this Agreement and the           Merger. Subject to Section 6.2(c)
hereof, the board of directors of the           Company shall recommend such approval and
shall use its reasonable best efforts           to solicit such approval of this
Agreement.  



    6.5.    Filings;
Other Actions; Notification.  



    (a)    Proxy
Statement. The Company shall promptly notify Parent of the receipt           of all
comments of the SEC with respect to the Proxy Statement and of any           request by
the SEC for any amendment or supplement thereto or for additional           information
and shall promptly provide to Parent copies of all correspondence           between the
Company and/or any of its Representatives and the SEC with respect           to the Proxy
Statement. The Company and Parent shall each use its reasonable           best efforts to
promptly provide responses to the SEC with respect to all           comments received on
the Proxy Statement by the SEC and the Company shall cause           the definitive Proxy
Statement to be mailed as promptly as possible after the           date the SEC staff
advises that it has no further comments thereon or that the           Company may
commence mailing the Proxy Statement.  



    (b)    Cooperation.
(i) Subject to the terms and conditions set forth in           this Agreement, the
Company and Parent shall cooperate with each other and use           (and shall cause
their respective Subsidiaries to use) their respective           reasonable best efforts
to take or cause to be taken all actions, and do or           cause to be done all
things, reasonably necessary, proper or advisable on its           part under this
Agreement and applicable Laws to consummate and make effective           the Merger and
the other transactions contemplated by this Agreement as soon as           reasonably
practicable, including preparing and filing as promptly as           practicable all
documentation to effect all necessary notices, reports and other           filings and to
obtain as promptly as practicable all consents, registrations,           approvals,
permits and authorizations necessary or advisable to be obtained from           any third
party and/or any Governmental Entity in order to consummate the Merger           or any
of the other transactions contemplated by this Agreement; provided, however,
that nothing in this Agreement, including this           Section 6.5 or the “reasonable
best efforts” or other similar standard           generally, shall require, or be
construed to require, Parent to proffer to, or           agree to, or to permit the
Company to proffer to or agree to, with respect to           assets or businesses of
Parent, the Company or their respective Subsidiaries,           sell, divest, lease,
license, transfer, dispose of or otherwise encumber or hold           separate or agree
to sell, divest, lease, license, transfer, dispose of or           otherwise encumber
before or after the Effective Time, any assets, licenses,           operations, rights,
product lines, businesses or interest therein of Parent, the           Company or any of
their respective Affiliates (or to consent to any sale,           divestiture, lease,
license, transfer, disposition or other encumberment by the           Company of any of
its assets, licenses, operations, rights, product lines,           businesses or interest
therein or to any agreement by the Company to take any of           the foregoing
actions) or to agree to any material changes (including through a           licensing
arrangement) or restriction on, or other impairment of Parent’s           ability to
own or operate, of any such assets, licenses, product lines,           businesses or
interests therein or Parent’s ability to vote, transfer,           receive dividends
or otherwise exercise full ownership rights with respect to           the stock of the
Surviving Company. The Company and Parent shall each request           early termination
of the waiting period with respect to the Merger under the HSR           Act. Subject to
applicable Laws relating to the exchange of information, Parent           shall have the
right to direct all matters with any Governmental Entity           consistent with its
obligations hereunder, provided, that Parent and the           Company shall have
the right to review in advance and, to the extent           practicable, each will
consult with the other on and consider in good faith the           views of the other in
connection with, all of the information relating to Parent           or the Company, as
the case may be, and any of their respective Subsidiaries,           that appears in any
filing made with, or written materials submitted to, any           third party and/or any
Governmental Entity in connection with the Merger and the           other transactions
contemplated by this Agreement (including the Proxy           Statement). In exercising
the foregoing rights, each of the Company and Parent           shall act reasonably and
as promptly as practicable.  




-36- 











        (ii)    In
furtherance and not in limitation of the foregoing, each of the Company and
          Parent shall (A) make an appropriate filing of a Notification and Report
          Form pursuant to the HSR Act and appropriate filings under all other applicable
          Antitrust Laws with respect to the transactions contemplated hereby as promptly
          as practicable after the date of this Agreement, and bear the costs and
expenses           of its own filings, (B) use reasonable best efforts to negotiate
the scope           of and respond as promptly as reasonably practicable to any requests
for           additional information pursuant to any Antitrust Law made by the Antitrust
          Division of the Department of Justice (the “DOJ”), the Federal
          Trade Commission (the “FTC”) or any other Governmental Entity,
          and (C) resist in good faith, at its own cost and expense, any assertion
          that the transactions contemplated hereby constitute a violation of any
          Antitrust Law.  



        (iii)    In
exercising the foregoing rights, each of the Company and Parent shall act
          reasonably and as promptly as reasonably practicable, and the Company and
Parent           shall (A) cooperate in all respects with each other in connection
with any           filing, submission, investigation or inquiry, (B) promptly inform
each           other of any communication received by it from, or given by it to, the
DOJ, the           FTC or any other Governmental Entity and of any material communication
received           or given in connection with any proceeding by a private party, in each
case,           regarding any of the transactions contemplated by this Agreement and
          (C) consult with each other in advance of any meeting, discussion,
          substantive telephone call or conference with the DOJ, the FTC or any other
          Governmental Entity or, in connection with any proceeding by a private party,
or           with any other Person, and to the extent not expressly prohibited by the
DOJ,           the FTC or any other Governmental Entity or Person, give each other the
          opportunity to attend and participate in such meetings and conferences, in each
          case, regarding any of the transactions contemplated hereby. The Company and
          Parent may, as each determines is reasonably necessary, designate competitively
          sensitive material provided to the other under this Section 6.5(b) as
          “Outside Counsel Only.” Such materials and the information contained
          therein shall be given only to the outside legal counsel of the recipient and
          will not be disclosed by such outside counsel to directors, officers or
          employees of the recipient unless express permission is obtained in advance
from           the source of the materials (the Company or Parent, as the case may be) or
its           legal counsel. Notwithstanding anything to the contrary in this
          Section 6.5(b), materials provided to the other party hereto or its
counsel           may be redacted to remove references concerning the valuation of
Company and its           Subsidiaries.  





-37- 











    (c)    Information.
Subject to applicable Law, the Company and Parent each           shall, upon request by
the other, furnish the other with all information           concerning itself, its
Subsidiaries, directors, officers and shareholders and           such other matters as
may be reasonably necessary or advisable in connection           with the Proxy Statement
or any other statement, filing, notice or application           made by or on behalf of
Parent, the Company or any of their respective           Subsidiaries to any third party
and/or any Governmental Entity in connection           with the Merger and the
transactions contemplated by this Agreement.  



    (d)    Status.
Subject to applicable Laws and the instructions of any           Governmental Entity and
the other terms and conditions of this Agreement, the           Company and Parent each
shall keep the other apprised of the status of matters           relating to completion
of the transactions contemplated hereby, including           promptly furnishing the
other with copies of notices or other communications           received by Parent or the
Company, as the case may be, or any of its           Subsidiaries, from any third party
and/or any Governmental Entity with respect           to the Merger and the other
transactions contemplated by this Agreement. The           Company shall give prompt
notice to Parent of any change, fact or condition that           is reasonably expected
to result in a Company Material Adverse Effect or of any           failure of any
condition to Parent’s obligations to effect the Merger.           Parent shall give
prompt notice to the Company of any change, fact or condition           that is
reasonably expected to result in any failure of any condition to the           Company’s
obligations to effect the Merger.  



    6.6.    Access
and Reports. Subject to applicable Law, upon reasonable notice,           the Company
shall (and shall cause its Subsidiaries to) afford Parent’s           officers and
other authorized Representatives reasonable access, during normal           business
hours throughout the period prior to the Effective Time, to its           employees,
properties, books, contracts and records and, during such period, the           Company
shall (and shall cause its Subsidiaries to) furnish promptly to Parent           all
information concerning its business, properties and personnel as may           reasonably
be requested, provided that no investigation pursuant to this           Section 6.6
shall affect or be deemed to modify any representation or           warranty made by the
Company herein, and provided, further, that           the foregoing shall
not require the Company (i) to permit any inspection, or to           disclose any
information, that in the reasonable judgment of the Company would           result in the
disclosure of any trade secrets of third parties or violate any of           its
obligations with respect to confidentiality if the Company shall have used
          reasonable best efforts to obtain the consent of such third party to such
          inspection or disclosure or (ii) to disclose any privileged information of
          the Company or any of its Subsidiaries in a manner that is reasonably expected
          to result in the loss of such privilege. All requests for information made
          pursuant to this Section 6.6 shall be directed to the executive officer or
          other Person designated by the Company. All such information shall be governed
          by the terms of the Confidentiality Agreement.  




-38- 











    6.7.    Stock
Exchange De-listing. Prior to the Closing Date, the Company shall           cooperate
with Parent and use reasonable best efforts to take, or cause to be           taken, all
actions, and do or cause to be done all things, reasonably necessary,           proper or
advisable on its part under applicable Laws and rules and policies of           the NYSE to
enable the de-listing by the Surviving Corporation of the           Shares from the NYSE
and the deregistration of the Shares under the Exchange Act           as promptly as
practicable after the Effective Time.  



    6.8.    Publicity.
The initial press release regarding the Merger shall be a           joint press release
and thereafter the Company and Parent each shall consult           with each other prior
to issuing any press releases or otherwise making public           announcements with
respect to the Merger and the other transactions contemplated           by this Agreement
and prior to making any filings with any third party and/or           any Governmental
Entity (including any national securities exchange or           interdealer quotation
service) with respect thereto, except as may be required           by Law or by
obligations pursuant to any listing agreement with or rules of any           national
securities exchange or interdealer quotation service or by the           request of
any Government Entity.  



    6.9.    Employee
Benefits.  



    (a)    Parent
agrees that, for a period of one year following the Effective Date, the
          employees of the Company and its Subsidiaries will be provided with pension and
          welfare benefits under employee benefit plans that at the election of Parent
are           either (i) substantially similar in the aggregate to those currently
          provided by the Company and its Subsidiaries to such employees or           (ii) substantially
similar in the aggregate to those provided by Parent and           its Subsidiaries to
its similarly situated employees. With respect to any bonus           or long-term cash
incentive awards calculated based on 2006 performance, the           Company’s
performance for calendar year 2006 shall be calculated without           taking into
account any reasonable expenses or costs associated with or arising           as a result
of the transactions contemplated by this Agreement or any           nonrecurring charges
that would not reasonably be expected to have been incurred           had the
transactions contemplated by the Agreement not been proposed.  




-39- 











    (b)    Prior to
the Effective Time, if requested by Parent in writing, to the extent           permitted
by applicable Law and the terms of the applicable plan or arrangement,           the
Company shall (i) cause to be amended the employee benefit plans and
          arrangements of it and its Subsidiaries to the extent necessary to provide that
          no employees of Parent and its Subsidiaries shall commence participation
therein           following the Effective Time unless the Surviving Corporation or such
Subsidiary           explicitly authorizes such participation and (ii) cause the
Banta           Corporation Incentive Savings Plan and the Banta Hourly 401(k) Plan to be
          terminated effective immediately prior to the Effective Time. In addition,
prior           to the Effective Time, to the extent permitted by applicable Law and the
terms           of the applicable plan or arrangement, Parent shall cause to be amended
the           employee benefit plans and arrangements of it and its Subsidiaries to the
extent           necessary to provide that no employees of the Company and its
Subsidiaries shall           commence participation therein following the Effective Time
unless Parent or           such Subsidiary explicitly authorizes such participation.  



    (c)    The
Company agrees to cause each of its officers and directors to repay any
          outstanding loans or notes that such officer or director owes to the Company or
          its Subsidiaries prior to the Effective Time.  



    (d)    Parent
agrees that, following the Effective Time, decisions regarding           utilization of
facilities of the Company and its Subsidiaries or Parent and its           Subsidiaries
shall be made by Parent on a basis that reflects the best long-term           business
interests of Parent and its Subsidiaries (including the Company and its
          Subsidiaries) and without regard to whether the facility is a legacy facility
of           Parent or a legacy facility of the Company. In addition, following the
Effective           Time, decisions regarding promotions and retention of employees shall
be made by           Parent on a fair and equitable basis, in light of the circumstances
and the           objectives to be achieved, giving consideration to previous work
history, job           experience, qualifications and business needs without regard
(except to the           extent affecting relevant experience) to whether employment
prior to the           Effective Time was with the Company or any of its Subsidiaries or
Parent or any           of its Subsidiaries.  



    (e)    Parent
agrees that any employee of the Company and its Subsidiaries who is           terminated
without cause during the 18 months following the Effective Time           shall
receive severance benefits in accordance with Section 6.9(e) of the           Company
Disclosure Letter.  



    (f)    Except to
the extent it would result in a duplication of benefits, Parent shall           cause any
employee benefit plans (including vacation, severance and disability           plans)
covering employees of the Company and its Subsidiaries to take into           account for
purposes of eligibility, benefits (excluding accruals under a           defined benefit
plan) and vesting thereunder service by such employees with the           Company and its
Subsidiaries as if such service were with Parent or its           Subsidiaries, to the
same extent that such service was credited under a           comparable plan of the
Company or its Subsidiaries, provided, that no           credit shall be given
under frozen benefit plans. For purposes of each employee           benefit plan of
Parent or its Subsidiaries providing medical, dental,           prescription drug,
vision, life insurance or disability benefits to any employee           of the Company or
any of its Subsidiaries, Parent shall cause its employee           benefit plans to (i) waive
all pre-existing condition exclusions of its           employee benefit plans with
respect to such employees and their dependents to           the same extent such
exclusions were waived under a comparable plan of the           Company and (ii) take
into account any eligible expenses incurred by such           employees and their
dependents for purposes of satisfying all deductible,           coinsurance and maximum
out-of-pocket requirements applicable to such employees           and their covered
dependents under the applicable employee benefit plan of           Parent or its
Subsidiaries.  




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    (g)    The
Company may establish a retention and transaction bonus pool (the           “Retention
Pool”); provided, that (i) the aggregate amount of           bonuses paid
pursuant to such Retention Pool shall not exceed $3,000,000 and           (ii) the
Retention Pool complies with the requirements set forth in Section           6.9(g) of
the Company Disclosure Letter. Amounts awarded under the Retention           Pool shall
be allocated prior to the Effective Time to employees of the Company           and its
Subsidiaries designated by the Chief Executive Officer of the Company in
          accordance with the guidelines set forth in Section 6.9(g) of the Company
          Disclosure Letter and subject to the approval of Parent (such approval not to
be           unreasonably withheld).  



    (h)    Parent
agrees that, with respect to any employee of the Company and its           Subsidiaries
who, at the Effective Time, is in a course of training covered in           part or in
whole by a tuition reimbursement program of the Company or any of its
          Subsidiaries, such program will be continued throughout such course of training
          (not to exceed two years or $1,000,000 in the aggregate) (as opposed to the
          current educational period).  



    (i)    From and
after the Effective Time, Parent shall cause any nonqualified deferred
          compensation plans covering any employees of the Company or any of its
          Subsidiaries to be drafted and administered in a manner that complies with
          Section 409A of the Code.  



    (j)    For a
period of three years after the Effective Time, Parent shall cause the
          Surviving Corporation and its Subsidiaries to make charitable contributions in
          the communities that the Company and its Subsidiaries serve, in such amounts
          (not to exceed $1.5 million in the aggregate), at such times and in such manner
          as are generally consistent with the past practices of the Company and its
          Subsidiaries.  



    (k)    Nothing
contained in this Section 6.9 or this Agreement shall (i) be treated as           an
amendment of any particular Benefit Plan, (ii) give any third party any right
          to enforce the provisions of this Section 6.9 or (iii) obligate Parent, the
          Surviving Corporation or any of their Affiliates to (x) maintain any particular
          Benefit Plan or (y) retain the employment of any particular employee.  




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    6.10.    Expenses.
The Surviving Corporation shall pay all charges and expenses,           including those
of the Paying Agent, in connection with the transactions           contemplated in Article IV,
and Parent shall reimburse the Surviving           Corporation for such charges and
expenses. Except as otherwise provided in           Section 8.5, whether or not the
Merger is consummated, all costs and           expenses incurred in connection with this
Agreement and the Merger and the other           transactions contemplated by this
Agreement shall be paid by the party incurring           such expense. 



    6.11.    Indemnification;
Directors’ and Officers’ Insurance.  



    (a)    From and
after the Effective Time, Parent shall or shall cause the Surviving           Corporation
to indemnify and hold harmless each present and former director and           officer of
the Company or any of its Subsidiaries (in each case, when acting in           such
capacity), determined as of the Effective Time (the “Indemnified           Parties”),
against any costs or expenses (including reasonable           attorneys’ fees),
judgments, fines, losses, claims, damages or liabilities           (collectively, “Costs”)
incurred in connection with any claim,           action, suit, proceeding or
investigation, whether civil, criminal,           administrative or investigative,
arising out of matters existing or occurring at           or prior to the Effective Time
(including those in respect of the Merger and the           other transactions
contemplated hereby), whether asserted or claimed prior to,           at or after the
Effective Time, to the fullest extent that the Company would           have been
permitted under Wisconsin law and its Charter or Bylaws in effect on           the date
hereof to indemnify such Person (and Parent or the Surviving           Corporation shall
also advance expenses as incurred to the fullest extent           permitted under
applicable Law and the Company’s Charter or Bylaws in           effect on the date
hereof).  



    (b)    Any
Indemnified Party wishing to claim indemnification under paragraph (a)           of
this Section 6.11, upon learning of any such claim, action, suit,
          proceeding or investigation, shall promptly notify Parent or the Surviving
          Corporation thereof, but the failure to so notify shall not relieve the
          Surviving Corporation or Parent of any liability it may have to such
Indemnified           Party except to the extent such failure materially prejudices the
indemnifying           party. In the event of any such claim, action, suit, proceeding or
investigation           (whether arising before or after the Effective Time), (i) the
Surviving           Corporation shall have the right to assume the defense thereof and
Parent and           the Surviving Corporation shall not be liable to such Indemnified
Parties for           any legal expenses of other counsel or any other expenses
subsequently incurred           by such Indemnified Parties in connection with the
defense thereof, except that           if the Surviving Corporation elects not to assume
such defense or there are           issues which raise conflicts of interest between
Parent or the Surviving           Corporation and the Indemnified Parties, the
Indemnified Parties may retain           counsel satisfactory to them, and the Parent
shall pay all reasonable fees and           expenses of such counsel for the Indemnified
Parties promptly as statements           therefor are received; provided, however,
that the Surviving           Corporation shall be obligated pursuant to this paragraph (b)
to pay for           only one firm of counsel for all Indemnified Parties in any
jurisdiction unless           the use of one counsel for such Indemnified Parties would
present such counsel           with a conflict of interest, provided that the
fewest number of counsels           necessary to avoid conflicts of interest shall be
used; (ii) the           Indemnified Parties will cooperate in the defense of any
such matter, and           (iii) Parent and the Surviving Corporation shall not be
liable for any           settlement effected without their prior written consent, which
consent shall not           be unreasonably withheld or delayed (except that no such
consent shall be           required as a condition to Parent’s or the Surviving
Corporation’s           liability if Parent or the Surviving Corporation fails to
assume, pay for or           actively participate in the defense of the underlying
matter); and provided, further, that Parent and the Surviving Corporation
shall           not have any obligation hereunder to any Indemnified Party if and when a
court           of competent jurisdiction shall ultimately determine, and such
determination           shall have become final and not subject to appeal, that the
indemnification of           such Indemnified Party in the manner contemplated hereby is
prohibited by           applicable Law and the Company’s Charter and Bylaws as in
effect on the           date hereof.  




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    (c)    Prior to
the Effective Time, the Company shall and if the Company is unable to,           Parent
shall cause the Surviving Corporation as of the Effective Time to obtain           and
fully pay for “tail” insurance policies with a claims period of at
          least six years from and after the Effective Time from an insurance carrier
with           the same or better credit rating as the Company’s current insurance
carrier           with respect to directors’ and officers’ liability insurance
and           fiduciary liability insurance (collectively, “D&O
          Insurance”) with benefits and levels of coverage at least as favorable
          as the Company’s existing policies with respect to matters existing or
          occurring at or prior to the Effective Time (including in connection with this
          Agreement or the transactions or actions contemplated hereby), provided,
however, that in no event shall the Company expend for such policies a
          premium amount in excess of the amount set forth in the Company Disclosure
          Letter. If the Company and the Surviving Corporation for any reason fail to
          obtain such “tail” insurance policies as of the Effective Time, the
          Surviving Corporation shall, and Parent shall cause the Surviving Corporation
          to, continue to maintain in effect in respect of the Company’s current
          directors and officers, for a period of at least six years from and after the
          Effective Time, the D&O Insurance in place as of the date hereof with
          benefits and levels of coverage at least as favorable as provided in the
          Company’s existing policies as of the date hereof, or the Surviving
          Corporation shall, and Parent shall cause the Surviving Corporation to, use
          reasonable best efforts to purchase comparable D&O Insurance for such
          six-year period with benefits and levels of coverage at least as favorable as
          provided in the Company’s existing policies as of the date hereof, provided,
however, that in no event shall Parent or the Surviving           Corporation be
required to expend for such policies an annual premium amount in           excess of 250%
of the annual premiums currently paid by the Company for such           insurance; and,
provided further that if the annual premiums of           such insurance
coverage exceed such amount, the Surviving Corporation shall           obtain a policy
with the greatest coverage available for a cost not exceeding           such amount.  



    (d)    If Parent
or the Surviving Corporation or any of their respective successors or           assigns
(i) shall consolidate with or merge into any other corporation or           entity
and shall not be the continuing or surviving corporation or entity of           such
consolidation or merger or (ii) shall transfer all or substantially           all of
its properties and assets to any individual, corporation or other entity,           then,
and in each such case, proper provisions shall be made so that the           successors
and assigns of Parent or the Surviving Corporation shall assume all           of the
obligations set forth in this Section 6.11.  




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    (e)    The
provisions of this Section 6.11 are intended to be for the benefit of,           and
shall be enforceable by, each of the Indemnified Parties and their heirs and
          representatives.  



    (f)    The
rights of the Indemnified Parties under this Section 6.11 shall be in
          addition to any rights such Indemnified Parties may have under the certificates
          of incorporation or by-laws of the Company or any of its Subsidiaries, or under
          any applicable Contracts or Laws. Without limitation, all rights to
          indemnification and exculpation from liabilities for acts or omissions
occurring           at or prior to the Effective Time now existing in favor of any
current or former           officers, directors or employees of the Company or any of its
Subsidiaries, as           provided in the respective certificates or articles of
incorporation or bylaws           (or comparable organizational documents) of the Company
or any of its           Subsidiaries, and any existing indemnification agreements, shall
survive the           Merger and shall continue in full force and effect in accordance
with their           terms, and shall not be amended, repealed or otherwise modified in
any manner           that would adversely affect the rights thereunder of such
individuals for acts           or omissions occurring at or prior to the Effective Time  



    6.12.    Other Actions by the Company.  



    (a)    Rights.
Prior to the Effective Time, the board of directors of the           Company shall take
all necessary action to cause the Rights to cease to be           outstanding as of
immediately prior to the Effective Time and to terminate the           Rights Agreement,
effective as of the Effective Time, without payment of any           consideration in
respect thereof.  



    (b)    Takeover
Statutes. If any Takeover Statute is or may become applicable to           the Merger
or the other transactions contemplated by this Agreement, the Company           and its
board of directors shall grant such approvals and take such actions as           are
necessary so that such transactions may be consummated as promptly as
          practicable on the terms contemplated by this Agreement and otherwise act to
          eliminate or minimize the effects of such statute or regulation on such
          transactions.  



    (c)    Section
16 Matters. Prior to the Effective Time, the Company shall take           all actions
that are required to cause any dispositions of Shares (and           derivative
securities with respect to Shares) resulting from the Merger by each           individual
who is subject to the reporting requirements of Section 16(a) of           the
Exchange Act with respect to the Company to be exempt under Rule 16b-3
          promulgated under the Exchange Act.  




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ARTICLE VII  



Conditions 



         7.1.    
          Conditions to Each Party’s Obligation to Effect the Merger. The
          respective obligation of each party to effect the Merger is subject to the
          satisfaction or waiver at or prior to the Effective Time of each of the
          following conditions: 



         (a)    
          Shareholder Approval. This Agreement shall have been duly approved
          by holders of Shares constituting the Company Requisite Vote in accordance with
          applicable Law and the Charter and the Bylaws of the Company. 



         (b)    
          Regulatory Consents. (i) The waiting period applicable to the
          consummation of the Merger under the HSR Act shall have expired or been earlier
          terminated (“HSR Approval”) and (ii)(A) in the event that,
          for purposes of the ECMR, the Merger is, or is deemed to be, a concentration
          with a “Community dimension”, the European Commission shall have
          adopted a decision pursuant to the ECMR declaring the Merger compatible with the
          common market and, in the event that any aspect of the Merger is referred to the
          competent authorities of any EU member state pursuant to Article 9 of the ECMR
          (or is deemed to be so referred pursuant to Article 9 of the ECMR) and effecting
          the Merger prior to the granting of approval by the relevant authorities of such
          EU member state would constitute a violation of the merger control laws
          applicable in that state, approval of the aspect of the Merger that was so
          referred (or deemed to be so referred) shall have been granted pursuant to the
          merger control laws applicable in the relevant EU member state, or (B) in the
          event that, for purposes of the ECMR, the Merger is not, or is deemed not to be,
          a concentration with a “Community dimension”, approval of the Merger
          shall have been granted by each of the relevant authorities of each of the EU
          member states in which such approval is required in order for the Merger to be
          effected without constituting a violation of the merger control laws applicable
          in such EU member states. 



         (c)    
          Litigation. No court or other Governmental Entity of competent
          jurisdiction shall have enacted, issued, promulgated, enforced or entered any
          Law (whether temporary, preliminary or permanent) that is in effect and
          restrains, enjoins or otherwise prohibits consummation of the Merger or the
          other transactions contemplated by this Agreement (collectively, an
          “Order”). 



         7.2.    
          Conditions to Obligations of Parent and Merger Sub. The obligations of
          Parent and Merger Sub to effect the Merger are also subject to the satisfaction
          or waiver by Parent at or prior to the Effective Time of the following
          conditions: 




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         (a)    
          Representations and Warranties. (i) The representations and warranties
          of the Company set forth in this Agreement shall be true and correct as of the
          date of this Agreement and as of the Closing Date as though made on and as of
          such date and time, without regard to any Company Material Adverse Effect or
          other materiality qualification to such representations and warranties (except
          to the extent that any such representation and warranty expressly speaks as of
          an earlier date, in which case such representation and warranty shall be true
          and correct as of such earlier date, and except for any changes expressly
          permitted by this Agreement), provided, however, that
          notwithstanding anything herein to the contrary, the condition set forth in this
          Section 7.2(a)(i) shall be deemed to have been satisfied even if any
          representations and warranties of the Company (other than Section 5.1(b)(i)
          (Capital Structure), 5.1(c) (Corporate Authority), 5.1(l) (Takeover
          Statutes) and 5.1(r) (Rights Agreement) hereof, which must be true and correct
          in all material respects) are not so true and correct , without regard to any
          Company Material Adverse Effect or other materiality qualification to such
          representations and warranties, unless the failure of such representations and
          warranties of the Company to be so true and correct, individually or in the
          aggregate, has had or is reasonably expected to have a Company Material Adverse
          Effect; and (ii) Parent shall have received at the Closing a certificate
          signed on behalf of the Company by the Chief Executive Officer of the Company to
          the effect that such Chief Executive Officer has read this Section 7.2(a)
          and the conditions set forth in this Section 7.2(a) have been satisfied. 



         (b)    
          Performance of Obligations of the Company. The Company shall have
          performed in all material respects all obligations required to be performed by
          it under this Agreement at or prior to the Closing Date, and Parent shall have
          received a certificate signed on behalf of the Company by the Chief Executive
          Officer of the Company to such effect. 



         (c)    
          No Material Adverse Effect. Since the date of this Agreement, there shall
          not have occurred or been discovered any change, event, circumstances or
          development that has had, or is reasonably expected to have, a Company Material
          Adverse Effect. 



         (d)    
          Consents Under Agreements. The Company shall have obtained the consent or
          approval of each Person whose consent or approval shall be required under any
          material Contract to which the Company or any of its Subsidiaries is a party
          that has not been provided to Parent on or prior to the date hereof, except
          those for which the failure to obtain such consent or approval, individually or
          in the aggregate, is not reasonably expected to have a Company Material Adverse
          Effect (taking into account any provision in any such material Contract which
          allows the counterparty thereto to terminate such material Contract without
          cause). 



         7.3.    
          Conditions to Obligation of the Company. The obligation of the Company to
          effect the Merger is also subject to the satisfaction or waiver by the Company
          at or prior to the Effective Time of the following conditions: 



         (a)    
          Representations and Warranties. (i) The representations and
          warranties of Parent set forth in this Agreement shall be true and correct in
          all material respects as of the date of this Agreement and as of the Closing
          Date as though made on and as of such date and time (except to the extent that
          any such representation and warranty expressly speaks as of an earlier date, in
          which case such representation and warranty shall be true and correct as of such
          earlier date, and except for any changes expressly permitted by this Agreement),
          and (ii) the Company shall have received at the Closing a certificate
          signed on behalf of Parent by an executive officer of Parent to the effect that
          such executive officer has read this Section 7.3(a) and the conditions set forth
          in this Section 7.3(a) have been satisfied. 




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         (b)    
          Performance of Obligations of Parent and Merger Sub. Each of Parent and
          Merger Sub shall have performed in all material respects all obligations
          required to be performed by it under this Agreement at or prior to the Closing
          Date, and the Company shall have received a certificate signed on behalf of
          Parent and Merger Sub by an executive officer of Parent to such effect. 



ARTICLE VIII  



Termination 



         8.1.    
          Termination by Mutual Consent. This Agreement may be
          terminated and the Merger may be abandoned at any time prior to the Effective
          Time, whether before or after the approval by the shareholders of the Company
          referred to in Section 7.1(a), by mutual written consent of the Company and
          Parent by action of their respective boards of directors. 



         8.2.    
          Termination by Either Parent or the Company. This Agreement may be
          terminated and the Merger may be abandoned at any time prior to the Effective
          Time by action of the board of directors of either Parent or the Company if
          (a) the Merger shall not have been consummated by March 31, 2007, or such
          other date as Parent and the Company agreed to in writing, provided, that
          such date may be extended by written notice from either Parent or the Company
          until not later than June 30, 2007 to the extent necessary to obtain the
          approvals of the Governmental Entities described in Section 7.1(b), whether
          such date is before or after the date of approval by the shareholders of the
          Company referred to in Section 7.1(a), but only if on the date of such
          extension all other conditions to the Closing have been or are readily capable
          of being satisfied (the “Termination Date”), (b) the approval
          of this Agreement by the shareholders of the Company referred to in
          Section 7.1(a) shall not have been obtained at the Shareholders Meeting or
          at any adjournment or postponement thereof or (c) any Order permanently
          restraining, enjoining or otherwise prohibiting consummation of the Merger shall
          become final and non-appealable (whether before or after the approval by the
          shareholders of the Company); provided that the right to terminate this
          Agreement pursuant to this Section 8.2 shall not be available to any party
          that has breached in any material respect its obligations under this Agreement
          in any manner that shall have proximately contributed to the occurrence of the
          failure of a condition to the consummation of the Merger. 




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         8.3.    
          Termination by the Company. This Agreement may be terminated by the
          Company and the Merger may be abandoned: 



         (a)    
          at any time prior to the time the Company Requisite Vote is obtained, if
          (i) the Company is not in material breach of any of the terms of this
          Agreement, (ii) the board of directors of the Company authorizes the
          Company, subject to complying with the terms of this Agreement, to enter into an
          Alternative Acquisition Agreement with respect to a Superior Proposal and the
          Company notifies Parent in writing that it intends to enter into such an
          agreement, attaching the most current version of such agreement to such notice,
          (iii) Parent does not make, within three business days of receipt of the
          Company’s written notification of its intention to enter into a binding
          agreement for a Superior Proposal, an offer that the board of directors of the
          Company determines, in good faith after consultation with its financial
          advisors, is at least as favorable, from a financial point of view, to the
          shareholders of the Company as the Superior Proposal and (iv) the Company
          prior to such termination pays to Parent in immediately available funds any fees
          required to be paid pursuant to Section 8.5. The Company agrees
          (x) that it will not enter into the binding agreement referred to in
          clause (ii) above until at least the fourth business day after it has
          provided the notice to Parent required thereby, (y) to notify Parent
          promptly if its intention to enter into the written agreement referred to in its
          notification and (z) during such three day period, to negotiate in good
          faith with Parent with respect to any revisions to the terms of the transaction
          contemplated by this Agreement proposed by Parent in response to a Superior
          Proposal, if any; or 



         (b)    
          if there has been a breach of any representation, warranty, covenant or
          agreement made by Parent or Merger Sub in this Agreement, or any such
          representation and warranty shall have become untrue after the date of this
          Agreement, such that Section 7.3(a) or 7.3(b) would not be satisfied and
          such breach or condition is not curable or, if curable, is not cured within
          30 days after written notice thereof is given by the Company to Parent. 



         8.4.    
          Termination by Parent. This Agreement may be terminated and the Merger
          may be abandoned at any time prior to the Effective Time by action of the board
          of directors of Parent if (a) the board of directors of the Company shall have
          made a Change of Recommendation, (b) the Company shall have failed to take a
          vote of shareholders on the Merger prior to the Termination Date, (c) a tender
          offer or exchange offer for outstanding Shares shall have been publicly
          disclosed (other than by Parent or an Affiliate of Parent) and the
          Company’s board of directors recommends that the shareholders of the
          Company tender their shares in such tender or exchange offer or, within 10
          business days after the commencement of such tender or exchange offer, the
          Company’s board of directors fails to recommend against acceptance of such
          offer or (d) there has been a breach of any representation, warranty, covenant or
          agreement made by the Company in this Agreement, or any such representation and
          warranty shall have become untrue after the date of this Agreement, such that
          Section 7.2(a) or 7.2(b) would not be satisfied and such breach or
          condition is not curable or, if curable, is not cured prior to the Termination
          Date. 




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         8.5.    
          Effect of Termination and Abandonment. (a) In the event of
          termination of this Agreement and the abandonment of the Merger pursuant to this
          Article VIII, this Agreement shall become void and of no effect with no
          liability to any Person on the part of any party hereto (or of any of its
          Representatives or Affiliates); provided, however, and
          notwithstanding anything in the foregoing to the contrary, that (i) except
          as otherwise provided herein, no such termination shall relieve any party hereto
          of any liability or damages to the other party hereto resulting from any willful
          material breach of this Agreement and (ii) the provisions set forth in the
          second sentence of Section 9.1 shall survive the termination of this
          Agreement. 



         (b)    
          In the event that (i) a bona fide Acquisition Proposal shall have been made
          or amended after the date hereof to the Company or any of its Significant
          Subsidiaries or any of its shareholders and publicly disclosed or any Person
          shall have publicly announced after the date hereof an intention (whether or not
          conditional and including any amendment to an existing proposal) to make an
          Acquisition Proposal with respect to the Company or any of its Significant
          Subsidiaries (and such Acquisition Proposal or publicly announced intention
          shall not have been publicly withdrawn without qualification at least (A) 30
          days prior to, with respect to any termination pursuant to Section 8.2(a),
          the Termination Date, and (B) at least 10 business days prior to, with respect
          to termination pursuant to Section 8.2(b), the date of the Shareholders
          Meeting) and thereafter this Agreement is terminated by either Parent or the
          Company pursuant to Section 8.2(a) (Drop Dead) or 8.2(b) (No Stockholder
          Approval), (ii) this Agreement is terminated by Parent pursuant to
          Section 8.4(a) or Section 8.4(c), (iii) this Agreement is
          terminated by Parent pursuant to Section 8.4(b) or (iv) this Agreement
          is terminated by the Company pursuant to Section 8.3(a) (Fiduciary Out)
          then the Company shall promptly, but in no event later than two days after the
          date of such termination, pay Parent a termination fee of $34.2 million (the
          “Termination Fee”) (provided, however, that the
          Termination Fee to be paid pursuant to clause (iv) shall be paid as set
          forth in Section 8.3) and shall promptly, but in no event later than two
          business days after being notified in writing of such by Parent, pay all of the
          documented and reasonable out-of-pocket expenses incurred by Parent or Merger
          Sub in connection with this Agreement and the transactions contemplated by this
          Agreement up to a maximum amount of $4,000,000, in each case payable by wire
          transfer of same day funds; provided, however, that no Termination Fee or
          such expenses shall be payable to Parent pursuant to clause (i) or
          clause (iii) of this paragraph (b) unless and until within 12 months
          of such termination the Company or any of its Subsidiaries shall have entered
          into an Alternate Acquisition Agreement with respect to, or shall have
          consummated or shall have approved or recommended to the Company’s
          shareholders or otherwise not opposed, an Acquisition Proposal (substituting
          “50%” for “15%” in the definition thereof), provided
          that for purposes of this Agreement, an Acquisition Proposal shall not be
          deemed to have been “publicly withdrawn” by any Person if, within 12
          months of such termination, the Company or any of its Subsidiaries shall have
          entered into an Alternative Acquisition Agreement (other than a confidentiality
          agreement) with respect to, or shall have consummated or shall have approved or
          recommended to the Company’s shareholders or otherwise not opposed, an
          Acquisition Proposal made by or on behalf of such Person or any of its
          Affiliates. The Company acknowledges that the agreements contained in this
          Section 8.5(b) are an integral part of the transactions contemplated by
          this Agreement, and that, without these agreements, Parent and Merger Sub would
          not enter into this Agreement; accordingly, if the Company fails to promptly pay
          the amount due pursuant to this Section 8.5(b), and, in order to obtain
          such payment, Parent or Merger Sub commences a suit that results in a judgment
          against the Company for the fee set forth in this Section 8.5(b) or any portion
          of such fee, the Company shall pay to Parent or Merger Sub its reasonable
          out-of-pocket costs and expenses (including attorneys’ fees) in connection
          with such suit, together with interest on the amount of the fee at the prime
          rate of Citibank N.A. in effect on the date such payment was required to be made
          through the date of payment. Notwithstanding anything to the contrary in this
          Agreement, the parties hereby acknowledge that in the event that the Termination
          Fee becomes payable and is paid by the Company pursuant to this
          Section 8.5(b), the Termination Fee shall be Parent’s and Merger
          Sub’s sole and exclusive remedy under this Agreement. 




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         (c)    
          In the event that (i) this Agreement is terminated by Parent or the Company
          pursuant to Section 8.2(a) because HSR Approval shall not have been
          obtained and (ii) prior to the Termination Date, Parent or one of its
          Subsidiaries has entered into a definitive agreement to acquire the printing
          business or printing operations of a Person in a transaction that requires HSR
          Approval, Parent shall pay the Company a termination fee of $17.1 million (the
          “Parent Fee”), payable by wire transfer of same day funds no
          later than two business days after such termination. Parent acknowledges that
          the agreements contained in this Section 8.5(c) are an integral part of the
          transactions contemplated by this Agreement, and that, without these agreements,
          the Company would not enter into this Agreement; accordingly, if Parent fails to
          promptly pay the amount due pursuant to this Section 8.5(c), and, in order
          to obtain such payment, the Company commences a suit that results in a judgment
          against Parent for the fee set forth in this Section 8.5(c) or any portion
          of such fee, Parent shall pay to the Company its reasonable out-of-pocket costs
          and expenses (including attorneys’ fees) in connection with such suit,
          together with interest on the amount of the fee at the prime rate of Citibank
          N.A. in effect on the date such payment was required to be made through the date
          of payment. Notwithstanding anything to the contrary in this Agreement, the
          parties hereby acknowledge that in the event that the Parent Fee becomes payable
          and is paid by Parent pursuant to this Section 8.5(c), the Parent Fee shall
          be the Company’s sole and exclusive remedy under this Agreement. 








-50- 











ARTICLE IX  



Miscellaneous and
General 



         9.1.    
          Survival. This Article IX and the agreements of the Company, Parent
          and Merger Sub contained in Article IV and Sections 6.10 (Expenses)
          and 6.11 (Indemnification; Directors’ and Officers’ Insurance)
          shall survive the consummation of the Merger. This Article IX and the
          agreements of the Company, Parent and Merger Sub contained in Section 6.10
          (Expenses) and Section 8.5 (Effect of Termination and Abandonment) and the
          Confidentiality Agreement shall survive the termination of this Agreement. All
          other representations, warranties, covenants and agreements in this Agreement
          shall not survive the consummation of the Merger or the termination of this
          Agreement. 



         9.2.    
          Modification or Amendment. Subject to the provisions of the applicable
          Laws, at any time prior to the Effective Time, the parties hereto may modify or
          amend this Agreement, by written agreement executed and delivered by duly
          authorized officers of the respective parties. 



         9.3.    
          Waiver of Conditions. The conditions to each of the parties’
          obligations to consummate the Merger are for the sole benefit of such party and
          may be waived by such party in whole or in part to the extent permitted by
          applicable Laws. 



         9.4.    
          Counterparts. This Agreement may be executed in any number of
          counterparts, each such counterpart being deemed to be an original instrument,
          and all such counterparts shall together constitute the same agreement. 



         9.5.    
          GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a)
          THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
          INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE
          STATE OF WISCONSIN WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The
          parties hereby irrevocably submit to the jurisdiction of the courts of the State
          of New York located in New York County and the Federal courts of the United
          States of America located in the Southern District of New York solely in respect
          of the interpretation and enforcement of the provisions of this Agreement and of
          the documents referred to in this Agreement, and in respect of the transactions
          contemplated hereby, and hereby waive, and agree not to assert, as a defense in
          any action, suit or proceeding for the interpretation or enforcement hereof or
          of any such document, that it is not subject thereto or that such action, suit
          or proceeding may not be brought or is not maintainable in said courts or that
          the venue thereof may not be appropriate or that this Agreement or any such
          document may not be enforced in or by such courts, and the parties hereto
          irrevocably agree that all claims with respect to such action or proceeding
          shall be heard and determined in such a New York State or Federal court. The
          parties hereby consent to and grant any such court jurisdiction over the person
          of such parties and over the subject matter of such dispute and agree that
          mailing of process or other papers in connection with any such action or
          proceeding in the manner provided in Section 9.6 or in such other manner as
          may be permitted by Law shall be valid and sufficient service thereof. 




-51- 











         (b)    
          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
          THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
          THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
          RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
          DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
          TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
          ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
          HAS REPRESENTED, EXPRESSLY OR OTHERWISE TO IT, THAT SUCH OTHER PARTY WOULD NOT,
          IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
          PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
          PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO
          ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
          CERTIFICATIONS IN THIS SECTION 9.5. 



         (c)    
          The parties agree that irreparable damage would occur in the event that any of
          the provisions of this Agreement were not performed in accordance with their
          specific terms or were otherwise breached. It is accordingly agreed that the
          parties shall be entitled to an injunction or injunctions to prevent breaches of
          this Agreement and to enforce specifically the terms and provisions of this
          Agreement in the Courts of the State of New York, this being in addition to any
          other remedy to which such party is entitled at law or in equity. 



         9.6.    
          Notices. Any notice, request, instruction or other document to be given
          hereunder by any party to the others shall be in writing and delivered
          personally or sent by registered or certified mail, postage prepaid, or by
          facsimile: 



	 	
If
to Parent or Merger Sub:

R.R.
Donnelley & Sons Company

111
South Wacker Drive
Chicago, Illinois 60606
Attention: General Counsel
fax: (312)
326-7620

with a copy to

Sullivan
& Cromwell LLP
125 Broad Street 







-52- 












	 	
New
York, New York 10004
Attention: Joseph B. Frumkin
        
          Audra
D. Cohen
fax: (212) 558-3588 






	 	
If
to the Company:

Banta
Corporation

225
Main Street
Menasha, Wisconsin 54952
Attention: General Counsel
fax: (920)
751-7790

with
a copy to:

Foley
& Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention:
Jay O. Rothman
fax: (414) 297-4900 







or to such other persons or addresses
as may be designated in writing by the party to receive such notice as provided above. Any
notice, request, instruction or other document given as provided above shall be deemed
given to the receiving party upon actual receipt, if delivered personally; three business
days after deposit in the mail, if sent by registered or certified mail; upon confirmation
of successful transmission if sent by facsimile (provided that if given by
facsimile such notice, request, instruction or other document shall be followed up within
one business day by dispatch pursuant to one of the other methods described herein); or on
the next business day after deposit with an overnight courier, if sent by an overnight
courier. 



         9.7.    
          Entire Agreement. This Agreement (including any exhibits hereto), the
          Company Disclosure Letter, the Parent Disclosure Letter and the Amended and
          Restated Confidentiality Agreement, dated October 12, 2006, between Parent
          and the Company (the “Confidentiality Agreement”) constitute
          the entire agreement, and supersede all other prior agreements, understandings,
          representations and warranties both written and oral, among the parties, with
          respect to the subject matter hereof. 



         9.8.    
          No Third Party Beneficiaries. Except as provided in Section 6.11
          (Indemnification; Directors’ and Officers’ Insurance) only, Parent and
          the Company hereby agree that their respective representations, warranties and
          covenants set forth herein are solely for the benefit of the other party hereto,
          in accordance with and subject to the terms of this Agreement, and this
          Agreement is not intended to, and does not, confer upon any Person other than
          the parties hereto any rights or remedies hereunder, including, without
          limitation, the right to rely upon the representations and warranties set forth
          herein. The parties hereto further agree that the rights of third party
          beneficiaries under Section 6.11 shall not arise unless and until the
          Effective Time occurs. The representations and warranties in this Agreement are
          the product of negotiations among the parties hereto and are for the sole
          benefit of the parties hereto. Any inaccuracies in such representations and
          warranties are subject to waiver by the parties hereto in accordance with
          Section 9.3 without notice or liability to any other Person. In some
          instances, the representations and warranties in this Agreement may represent an
          allocation among the parties hereto of risks associated with particular matters
          regardless of the knowledge of any of the parties hereto. Consequently, Persons
          other than the parties hereto may not rely upon the representations and
          warranties in this Agreement as characterizations of actual facts or
          circumstances as of the date of this Agreement or as of any other date. 




-53- 











         9.9.    
          Obligations of Parent and of the Company. Whenever this Agreement
          requires a Subsidiary of Parent to take any action, such requirement shall be
          deemed to include an undertaking on the part of Parent to cause such Subsidiary
          to take such action. Whenever this Agreement requires a Subsidiary of the
          Company to take any action, such requirement shall be deemed to include an
          undertaking on the part of the Company to cause such Subsidiary to take such
          action and, after the Effective Time, on the part of the Surviving Corporation
          to cause such Subsidiary to take such action. 



         9.10.    
          Definitions. Each of the terms set forth in Annex A is defined in
          the Section of this Agreement set forth opposite such term. 



         9.11.    
          Severability. The provisions of this Agreement shall be deemed severable
          and the invalidity or unenforceability of any provision shall not affect the
          validity or enforceability of the other provisions hereof. If any provision of
          this Agreement, or the application thereof to any Person or any circumstance, is
          invalid or unenforceable, (a) a suitable and equitable provision shall be
          substituted therefor in order to carry out, so far as may be valid and
          enforceable, the intent and purpose of such invalid or unenforceable provision
          and (b) the remainder of this Agreement and the application of such
          provision to other Persons or circumstances shall not be affected by such
          invalidity or unenforceability, nor shall such invalidity or unenforceability
          affect the validity or enforceability of such provision, or the application
          thereof, in any other jurisdiction. 



         9.12.    
          Interpretation; Construction. (a) The table of contents and
          headings herein are for convenience of reference only, do not constitute part of
          this Agreement and shall not be deemed to limit or otherwise affect any of the
          provisions hereof. Where a reference in this Agreement is made to a Section,
          such reference shall be to a Section of this Agreement unless otherwise
          indicated. Whenever the words “include,” “includes” or
          “including” are used in this Agreement, they shall be deemed to be
          followed by the words “without limitation.” 




-54- 











         (b)    
          The parties have participated jointly in negotiating and drafting this
          Agreement. In the event that an ambiguity or a question of intent or
          interpretation arises, this Agreement shall be construed as if drafted jointly
          by the parties, and no presumption or burden of proof shall arise favoring or
          disfavoring any party by virtue of the authorship of any provision of this
          Agreement. 



         9.13.    
          Assignment. This Agreement shall not be assignable by operation of law or
          otherwise; provided, however, that Parent may designate, by
          written notice to the Company, another wholly owned direct or indirect
          subsidiary to be a Constituent Corporation in lieu of Merger Sub, in which event
          all references herein to Merger Sub shall be deemed references to such other
          subsidiary, except that all representations and warranties made herein with
          respect to Merger Sub as of the date of this Agreement shall be deemed
          representations and warranties made with respect to such other subsidiary as of
          the date of such designation, provided that any such designation shall
          not materially impede or delay the consummation of the transactions contemplated
          by this Agreement or otherwise materially impede the rights of the shareholders
          of the Company under this Agreement. Any purported assignment in violation of
          this Agreement is void. 



[Signature Page Follows] 














-55- 
















        IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized officers of the parties hereto as of the date first written above. 



		
		BANTA CORPORATION
		

By /s/ Stephanie A. Streeter
		       Name: Stephanie A. Streeter
		       Title: Chairman, President and CEO
		

R.R. DONNELLEY & SONS
COMPANY
		

By /s/ Michael S. Kraus
		       Name: Michael S. Kraus 
		       Title: Executive Vice President
		

SODA ACQUISITION, INC.
		

By /s/ Michael S. Kraus
		       Name: Michael S. Kraus
		       Title: 


















[Signature Page to
Merger Agreement] 











ANNEX A 



DEFINED TERMS 





	Terms	Section                              
	401(k) Plans	5.1	(b)(i)
	Acquisition Proposal	6.2	(b)
	Affiliate	5.1	(e)(ii)
	Agreement	Preamble
	Alternative Acquisition Agreement	6.2	(c)(ii)
	Applicable Date	5.1	(e)(i)
	Antitrust Laws	5.1	(d)(i)
	Bankruptcy and Equity Exception	5.1	(c)(i)
	Benefit Plans	5.1	(h)(i)
	business day	1.2
	Bylaws	2.2
	Certificate	4.1	(a)
	Change of Recommendation	6.2	(c)
	Charter	2.1
	Closing	1.2
	Closing Date	1.2
	Code	4.2	(f)
	Company	Preamble
	Company Approvals	5.1	(d)(i)
	Company Awards	4.3	(c)
	Company Disclosure Letter	5.1
	Company Labor Agreements	5.1	(o)
	Company Material Adverse Effect	5.1	(a)
	Company Option	4.3	(a)
	Company Recommendation	5.1	(c)(ii)
	Company Reports	5.1	(e)(i)
	Company Requisite Vote	5.1	(c)(i)
	Confidentiality Agreement	9.7
	Constituent Corporations	Preamble
	Contract	5.1	(d)(ii)
	Costs	6.11	(a)
	D&O Insurance	6.11	(c)
	DOJ	6.5	(b)(ii)
	ECMR	5.1	(d)(i)
	Effective Time	1.3
	Employees	5.1	(h)(i)
	Encumbrance	5.1	(k)(iv)
	Environmental Law	5.1	(m)




A-1 











			
	ERISA	5.1	(h)(i)
	ERISA Affiliate	5.1	(h)(iii)
	ERISA Plan	5.1	(h)(ii)
	Exchange Act	5.1	(a)
	Exchange Fund	4.2	(a)
	Excluded Share	4.1	(a)
	Excluded Shares	4.1	(a)
	FTC	6.5	(b)(ii)
	GAAP	5.1	(a)(iii)(D)
	Governmental Entity	5.1	(d)(i)
	Hazardous Substance	5.1	(m)
	HSR Act	5.1	(b)(ii)
	HSR Approval	7.1	(b)
	Indemnified Parties	6.11	(a)
	Infringe	5.1	(p)(i)
	Insurance Policies	5.1	(q)
	Intellectual Property	5.1	(p)(iv)
	IRS	5.1	(h)(ii)
	IT Assets	5.1	(p)(iv)
	Laws	5.1	(i)
	Leased Real Property	5.1	(k)(ii)
	Licenses	5.1	(i)
	Lien	5.1	(b)(i)
	Material Contracts	5.1	(j)(i)(K)
	Merger	Recitals
	Merger Sub	Preamble
	Multiemployer Plan	5.1	(h)(ii)
	Non-U.S. Benefit Plans	5.1	(h)(i)
	NYSE	5.1	(a)(iii)(G)
	Order	7.1	(c)
	Owned Real Property	5.1	(k)(i)
	Parent	Preamble
	Parent Approvals	5.2	(c)(i)
	Parent Disclosure Letter	5.2
	Parent Fee	8.5	(c)
	Paying Agent	4.2	(a)
	PBGC	5.1	(h)(iii)
	Pension Plan	5.1	(h)(ii)
	Per Share Merger Consideration	4.1	(a)
	Person	4.2	(d)
	Proxy Statement	6.3
	Representatives	6.2	(a)
	Restricted Shares	4.3	(b)
	Retention Pool	6.9	(g)
	Rights	5.1	(b)(i)




A-2 












			
	Rights Agreement	5.1	(b)(i)
	Sarbanes-Oxley Act	5.1	(e)(i)
	SEC	5.1	(e)(i)
	Securities Act	5.1	(e)(i)
	Share	4.1	(a)
	Shareholders Meeting	6.4
	Shares	4.1	(a)
	Significant Subsidiary	5.1	(a)
	Special Dividend	4.1	(a)
	Stock Plans	5.1	(b)(i)
	Subsidiary	5.1	(a)
	Superior Proposal	6.2	(b)
	Surviving Corporation	1.1
	Takeover Statute	5.1	(l)
	Tax	5.1	(n)
	Tax Return	5.1	(n)
	Taxes	5.1	(n)
	Termination Date	8.2	(a)
	Termination Fee	8.5	(b)
	U.S. Benefit Plans	5.1	(h)(ii)
	WBCL	1.1
	Wisconsin Articles of Merger	1.3












A-3