SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14D-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Hunt Corporation

(Name of Subject Company (Issuer))

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

(Name of Filing Persons (Offerors))

Common Shares, par value $.10 per share

(Title of Class of Securities)

445591100

(CUSIP Number of Class of Securities)

Van Billet

Vice President and Chief Financial Officer

FAC Holding Corporation

3000 Centre Square West

1500 Market Street

Philadelphia, Pennsylvania 19102

Telephone: (215) 563-2800

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

With a copy to:

Carmen J. Romano, Esq.

Dechert

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania 19103

Telephone: (215) 994-4000

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$117,365,623	$23,474

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rules 0-11(d) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The calculation of the transaction valuation assumes the purchase of 8,981,871 outstanding shares of common stock of Hunt Corporation (plus 34,136 restricted stock grants that would vest in connection with this transaction), at a purchase price of $12.50 per share. The transaction valuation also includes the offer price of $12.50 less $7.60, which is the average exercise price per share for outstanding options with an exercise price less than $12.50, multiplied by 952,150, the estimated number of such options outstanding. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, is  ¹/50th of one percent of the aggregate transaction value.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid: $             Filing party:                       Form or Registration No.:                      Date Filed:                     

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

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This Tender Offer Statement on Schedule TO (this “Statement”) relates to the offer by FAC Acquisition Corporation, a Pennsylvania corporation (the “Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation, a Pennsylvania corporation (“Parent”), to purchase all of the issued and outstanding common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), at a purchase price of $12.50 per share, net to the seller in cash, without interest. The terms and conditions of the offer are described in the Offer to Purchaser, dated November 15, 2002 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and the related Letter of Transmittal and the instructions thereto, a copy of which is attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or supplemented from time to time, together constitute the “Offer”).

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement and is supplemented by the information specifically provided for herein.

ITEM 1. SUMMARY TERM SHEET

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The subject company and issuer of the securities subject to the Offer is Hunt Corporation, a Pennsylvania corporation. Its principal executive office is located at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania 19103-7085 and its telephone number is (215) 656-0300.

(b) This Statement relates to the Offer by the Purchaser to purchase all issued and outstanding Shares for $12.50 per Share, net to the seller in cash, without interest upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. The information set forth in the introduction to the Offer to Purchase (the “Introduction”) is incorporated herein by reference.

(c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in such principal market is set forth in the section of the Offer to Purchase entitled in “Price Range of the Shares; Dividends on the Shares” and is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.

(a), (b), (c) The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a)(1)(i)-(viii), (x), (xii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Acceptance for Payment and Payment,” “Procedures for Tendering Shares,” “Withdrawal Rights,” “Certain U.S. Federal Income Tax Consequences,” “Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations” and “Certain Conditions of the Offer” is incorporated herein by reference.

(a)(1)(ix), (xi) Not applicable.

(a)(2)(i)-(v) and (vii) The information set forth in the sections of the Offer to Purchase entitled “Certain U.S. Federal Income Tax Consequences,” “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” and “Plans for the Company; Other Matters” is incorporated herein by reference.

(a)(2)(vi) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

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(a), (b)(1-5) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser,” “Background of the Offer; Contacts with the Company,” “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” and “Plans for the Company; Other Matters” is incorporated herein by reference.

(b)(6) None.

ITEM 6. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.

(a), (c)(1), (c)(3-7) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Background of the Offer; Contacts with the Company,” “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements,” “Plans for the Company; Other Matters,” “Dividends and Distributions” and “Effect of the Offer on the Market for the Shares; Share Quotation, Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(c)(2) None.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the section of the Offer to Purchase entitled “Sources and Amount of Funds” is incorporated herein by reference.

(b) Not applicable.

(d) The information set forth in the sections of the Offer to Purchase entitled “Sources and Amount of Funds” and “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.”

ITEM 8. INTEREST IN SHARES OF THE SUBJECT COMPANY.

(a), (b) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser,” “Background of the Offer; Contacts with the Company,” “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements; “Plans for the Company; Other Matters” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth in the Introduction and in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(a), (b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Parent and Purchaser” and “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

(a)(2), (3) The information set forth in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements,” “Certain Conditions of the Offer” and “Certain Legal Matters and Regulatory Approvals” is incorporated herein by reference.

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations” is incorporated herein by reference.

(a)(5) None.

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(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

ITEM 12. EXHIBITS

(a	)(1)(A)	Offer to Purchase.
(a	)(1)(B)	Letter of Transmittal.
(a	)(1)(C)	Notice of Guaranteed Delivery.
(a	)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a	)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a	)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9.
(a	)(5)(A)	Press Release issued on November 12, 2002, incorporated herein by reference to the Schedule TO-C, filed by FAC Holding Corporation on November 12, 2002.
(a	)(5)(B)	Summary Advertisement as published in the Wall Street Journal on November 15, 2002.
(a	)(5)(C)	Press Release issued by on November 15, 2002.
(b	)(1)	Demand Note dated November 8, 2002, issued by FAC Holding Corporation to The Berwind Company LLC.
(b	)(2)	Demand Note dated November 8, 2002, issued by FAC Holding Corporation to Berwind Corporation.
(d	)(1)	Agreement and Plan of Merger, dated as of November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and Hunt Corporation.
(d	)(2)	Tender and Voting Agreement, dated as November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and certain Shareholders.
(d	)(3)	Confidentiality Agreement, dated September 9, 2002, between Berwind Corporation and Hunt Corporation.
(g	)	Not applicable.
(h	)	Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FAC HOLDING CORPORATION
By:	/s/    VAN BILLET
	Name: Van Billet Title: Vice President and Chief Financial Officer

FAC ACQUISITION CORPORATION
By:	/s/    VAN BILLET
	Name: Van Billet Title: Vice President and Chief Financial Officer

Dated: November 15, 2002

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9.
(a)(5)(A)	Press Release issued on November 12, 2002, incorporated herein by reference to the Schedule TO-C, filed by FAC Holding Corporation on November 12, 2002.
(a)(5)(B)	Summary Advertisement as published in the Wall Street Journal on November 15, 2002.
(a)(5)(C)	Press Release issued by FAC Holding Corporation on November 15, 2002.
(b)(1)	Demand Note, dated November 8, 2002, issued by FAC Holding Corporation to The Berwind Company LLC.
(b)(2)	Demand Note, dated November 8, 2002, issued by FAC Holding Corporation to Berwind Corporation.
(d)(1)	Agreement and Plan of Merger, dated as of November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and Hunt Corporation.
(d)(2)	Tender and Voting Agreement, dated as November 11, 2002, by and among FAC Acquisition Corporation, FAC Holding Corporation and certain Shareholders.
(d)(3)	Confidentiality Agreement, dated September 9, 2002, between Berwind Corporation and Hunt Corporation.
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A)(1)(A)

EXHIBIT (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Common Shares

of

Hunt Corporation

at

$12.50 Net Per Share

by

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, DECEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 11, 2002 (THE “MERGER AGREEMENT”), BY AND AMONG FAC ACQUISITION CORPORATION, FAC HOLDING CORPORATION AND HUNT CORPORATION (THE “COMPANY”). THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY’S SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER OR OTHERWISE ACQUIRED BY FAC HOLDING CORPORATION OR ANY OF ITS AFFILIATES A NUMBER OF SHARES REPRESENTING AT LEAST A MAJORITY OF THE FULLY DILUTED SHARES (EXCLUDING OPTIONS WITH EXERCISE PRICES IN EXCESS OF $12.50 PER SHARE AND STOCK GRANTS THAT ARE NOT VESTING IN CONNECTION WITH THIS TRANSACTION) AND (II) ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING EXPIRED OR BEEN TERMINATED. THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. SEE SECTION 15.

IMPORTANT

Any shareholder desiring to tender all or any portion of such shareholder’s Shares should either (i) complete and sign the enclosed Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the Instructions in the Letter of Transmittal, have such shareholder’s signature thereon guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a manually signed facsimile thereof) and any other required documents to the Depositary and either deliver the certificates for such Shares to the Depositary along with the Letter of Transmittal (or such manually signed facsimile) or, in the case of a book-entry transfer effected pursuant to the procedures described in Section 3 of this Offer to Purchase, deliver an Agent’s Message and any other required documents to the Depositary and deliver such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase or (ii) request such shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such shareholder. Any shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee to tender such Shares.

Any shareholder who desires to tender Shares and whose certificates evidencing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares by following the procedure for guaranteed delivery set forth in Section 3 of this Offer to Purchase.

Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies.

November 15, 2002

TABLE OF CONTENTS

SUMMARY TERM SHEET		S-1
INTRODUCTION		1
THE OFFER		4
1.	Terms of the Offer	4
2.	Acceptance for Payment and Payment	6
3.	Procedures for Tendering Shares	7
4.	Withdrawal Rights	9
5.	Certain U.S. Federal Income Tax Consequences	10
6.	Price Range of the Shares; Dividends on the Shares	11
7.	Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations	11
8.	Certain Information Concerning the Company	12
9.	Certain Information Concerning Parent and Purchaser	15
10.	Sources and Amount of Funds	17
11.	Background of the Offer; Contacts with the Company	17
12.	Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements	18
13.	Plans for the Company; Other Matters	31
14.	Dividends and Distributions	33
15.	Certain Conditions of the Offer	33
16.	Certain Legal Matters and Regulatory Approvals	36
17.	Fees and Expenses	39
18.	Miscellaneous	40
SCHEDULE I INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF FAC HOLDING CORPORATION AND FAC ACQUISITION CORPORATION; AND TRUSTEES OF THE MEMBER TRUSTS, DIRECTORS AND EXECUTIVE OFFICERS OF THE BERWIND COMPANY LLC, THE SOLE SHAREHOLDER OF FAC HOLDING CORPORATION		I-1

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SUMMARY TERM SHEET

FAC Acquisition Corporation, a wholly owned subsidiary of FAC Holding Corporation, is offering to purchase all of the outstanding common shares of Hunt Corporation for $12.50 per share, net to the seller in cash. The following are answers to some of the questions you, as a shareholder of Hunt, may have about the offer. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal and the other documents to which we have referred because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

We are FAC Acquisition Corporation, a Pennsylvania corporation formed for the purpose of making this tender offer. We are a wholly owned subsidiary of FAC Holding Corporation, a Pennsylvania corporation formed for the purpose of holding the shares of FAC Acquisition Corporation and, after the merger, the shares of Hunt. See the “Introduction” to this Offer to Purchase and Section 9—“Certain Information Concerning Parent and Purchaser.”

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase all of the outstanding shares of common stock of Hunt. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

HOW MUCH ARE YOU OFFERING TO PAY? WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

We are offering to pay $12.50 per share, net to you in cash. In addition, the merger agreement provides that the offering price may be adjusted downward in circumstances in which Hunt’s capitalization representation is inaccurate by a certain amount and in circumstances in which Hunt breaches its covenants with respect to issuance of securities. If you are the record owner of your shares and you directly tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee or commission for doing so. You should consult your broker or nominee to determine whether any such charges will apply. See the “Introduction” to this Offer to Purchase.

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

Yes. FAC Holding Corporation has provided us with sufficient funds to purchase all shares validly tendered in the offer and for our acquisition of the remaining shares in the merger with Hunt, which is expected to follow the successful completion of the offer in accordance with the terms and conditions of the merger agreement. The offer is not conditioned upon any financing arrangements. See Section 10—“Source and Amount of Funds.”

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES IN THE OFFER?

No. We do not think our financial condition is relevant to your decision whether to tender shares and accept the offer because:

• the offer is being made for all outstanding shares solely for cash;

• the offer is not subject to any financing conditions;

• we have sufficient funds available to purchase all shares validly tendered in the offer; and

• if we consummate the offer, we will acquire all remaining shares for the same cash price in the merger.

See Section 10—“Source and Amount of Funds.”

S-1

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

• We are not obligated to purchase any shares that are validly tendered unless the number of shares validly tendered and not withdrawn before the expiration date of the offer represents at least a majority of the outstanding shares on a fully diluted basis (excluding options with exercise prices in excess of $12.50 per share and stock grants that are not vesting in connection with this transaction). We call this condition the “minimum condition.” See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.”

• We are not obligated to purchase any shares that are validly tendered if the board of directors of Hunt withdraws, amends, changes or modifies its recommendation of the offer, the merger agreement or the merger or approves or recommends any other acquisition proposal (see Section 12 “Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements”) or fails to publicly reaffirm their approval or recommendation of the offer, the merger or the merger agreement within five business days of our request to do so.

• Subject to our right to extend the offer described below, we are not obligated to purchase shares that are validly tendered if, among other things, the applicable waiting period under the HSR Act shall not have expired or been terminated and any material consent or approval required from any governmental authority to consummate the offer and the merger shall not have been made or obtained.

The offer is also subject to a number of other important conditions. We can waive some of these conditions without the consent of Hunt. We cannot, however, waive the minimum condition without the consent of Hunt. See Section 15—“Certain Conditions of the Offer.”

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE OFFER?

You will have at least until 12:00 midnight, New York City time, on Friday, December 13, 2002, to tender your shares in the offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase. See Sections 1—“Terms of the Offer,” 2—“Acceptance for Payment and Payment” and 3—“Procedures for Tendering Shares.”

CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?

Yes. The offer may be extended for varying lengths of time depending on the circumstances. We have agreed in the merger agreement that we may, without the consent of Hunt:

• extend the expiration date of the offer on one or more occasions for such period as may be determined by us in our sole discretion (each such extension period not to exceed ten business days at a time), if at the then-scheduled expiration date of the offer any of the conditions to our obligations to accept for payment and pay for shares will not be satisfied or waived;

• extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the offer; and

• extend the offer on one or more occasions for an aggregate period of not more than ten business days if the minimum condition has been satisfied but less than 80% of the shares have been validly tendered and not properly withdrawn.

If at the expiration date of the offer or any subsequent expiration date, all of the conditions to the offer are satisfied or waived, we may, without the consent of Hunt, elect to provide a “subsequent offering period.” A subsequent offering period, if one is included, will be an additional period of not less than three and no more than twenty business days beginning after we have purchased shares tendered during the offer. During the subsequent offer period shareholders may tender, but not withdraw, their shares and receive the offer price.

See Section 1—“Terms of the Offer” for more details of our obligation and ability to extend the offer.

S-2

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will inform American Stock Transfer & Trust Company, the depositary for the offer, of that extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 1—“Terms of the Offer.”

HOW DO I TENDER MY SHARES?

To tender your shares, you must deliver the certificates representing your shares, together with a completed letter of transmittal and any other documents required by the letter of transmittal, to American Stock Transfer & Trust Company, the depositary for the offer, prior to the expiration of the offer. If your shares are held in street name (that is, through a broker, dealer or other nominee), they must be tendered by your nominee through The Depository Trust Company. If you are unable to deliver any required document or instrument to the depositary by the expiration of the offer, you may still participate in the offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee that the missing items will be received by the depositary within three New York Stock Exchange trading days. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Sections 2—“Acceptance for Payment and Payment” and 3—“Procedures for Tendering Shares.”

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw previously tendered shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw shares. If you tendered shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. See Section 4—“Withdrawal Rights.”

UNTIL WHAT TIME MAY I WITHDRAW PREVIOUSLY TENDERED SHARES?

You may withdraw your previously tendered shares at any time before the expiration of the offer. This right to withdraw will not apply to shares tendered in any subsequent offering period, if one is provided. See Section 4—“Withdrawal Rights.”

WHAT DOES THE HUNT BOARD OF DIRECTORS THINK OF THE OFFER?

The Board of Directors of Hunt has unanimously approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, and determined that the offer and the merger are fair to, and in the best interest, of Hunt’s shareholders and recommends that the shareholders accept the offer and tender their shares pursuant to the offer. See the “Introduction” to this Offer to Purchase.

HAVE ANY SHAREHOLDERS PREVIOUSLY AGREED TO TENDER THEIR SHARES?

Certain shareholders have agreed, pursuant to the Tender and Voting Agreement, dated November 11, 2002, among us, FAC Holding Corporation and the shareholders named therein, to tender to us in the offer all of the shares over which they have beneficial ownership and vote the shares which they are entitled to vote in favor of the transactions contemplated by the merger agreement. The outstanding shares over which they have beneficial ownership represent approximately 33% of the issued and outstanding shares on a fully diluted basis (excluding options with exercise prices in excess of $12.50 per share and stock grants that are not vesting in connection with this transaction). See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.”

IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL HUNT CONTINUE AS A PUBLIC COMPANY?

In most cases, no. Following the purchase of shares in the offer, we expect to consummate the merger. If the merger takes place, Hunt no longer will be publicly owned. Even if for some reason the merger does not take place, if we purchase all of the tendered shares, there may be so few remaining shareholders and publicly held

S-3

shares that Hunt common stock will no longer be eligible to be listed on the New York Stock Exchange or other securities exchanges, there may not be an active public trading market for Hunt common stock, and Hunt may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See Section 7—“Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations.”

DO I HAVE STATUTORY DISSENTERS’ RIGHTS?

No. However, if you so choose, you may be entitled to exercise dissenters’ rights in the merger. You will only be entitled to dissenters’ rights in the merger if, prior to the merger, the shares are no longer listed on the New York Stock Exchange or other securities exchanges and the shares are beneficially and of record held by less than 2,000 persons. If you elect to dissent in circumstances in which dissenters’ rights are applicable and comply with the provisions of the Pennsylvania Business Corporation Law relating to dissenters’ rights, your shares, at the effective time of the merger, will not entitle you to receive the per share amount being paid by us in the offer as set forth above. You will instead be entitled to receive either the amount that the surviving corporation determines to be the fair value of your shares or, if you disagree with that valuation, whatever consideration may be determined to be due to you by a court pursuant to the applicable provision of the Pennsylvania Business Corporation Law. Your right to seek an appraisal under Pennsylvania law will be forfeited if you do not comply with the requirements of the Pennsylvania Business Corporation Law relating to dissenters’ rights. See Section 13—“Plans for the Company; Other Matters.”

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE HUNT SHARES ARE NOT TENDERED IN THE OFFER?

In most cases, yes. If we accept for payment and pay for at least a majority of the shares on a fully diluted basis (excluding options with exercise prices in excess of $12.50 per share and stock grants that are not vesting in connection with this transaction), we will be merged with and into Hunt. We have agreed to vote for or enter into a written consent with respect to all shares we acquire in the offer to cause the approval of the merger. If that merger takes place, FAC Holding Corporation will own all of the shares and all shareholders (other than us, FAC Holding Corporation and, if applicable, shareholders properly exercising dissenters’ rights) will receive $12.50 per share in cash, without interest (or any higher price per share that is paid in the offer). See the “Introduction” to this Offer to Purchase.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

If you decide not to tender your shares in the offer and the merger occurs, you will receive the same amount of cash per share that you would have received had you tendered your shares in the offer, without any interest being paid on such amount, subject to, if applicable, any dissenters’ rights properly exercised under Pennsylvania law. Therefore, if the merger takes place, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares in the offer. If you decide not to tender your shares in the offer and we purchase the tendered shares, but the merger does not occur, there may be so few remaining shareholders and publicly traded shares that Hunt common stock will no longer be eligible for listing on the New York Stock Exchange or other securities exchanges and there may not be an active public trading market for Hunt common stock. Also, as described above, Hunt may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and Section 7—“Effect of the Offer on the Market for the Common Shares; Share Quotation; Exchange Act Registration; Margin Regulation.”

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

On November 11, 2002, the last trading day before we announced the offer, the last sale price of Hunt common stock reported on the New York Stock Exchange was $9.45 per share. On November 14, 2002, the last trading day before we commenced the offer, the last sale price of Hunt common stock reported on the New York Stock Exchange was $12.39. We encourage you to obtain a recent quotation for shares of Hunt common stock in deciding whether to tender your shares. See Section 6—“Price Range of the Shares; Dividends on the Shares.”

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WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES IN THE OFFER OR IN THE MERGER?

The sale or exchange of shares pursuant to the offer or the merger will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign tax purposes as well. In general, a stockholder who sells shares pursuant to the offer or receives cash in exchange for shares pursuant to the merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the shareholder’s adjusted tax basis in the shares sold or exchanged. See Section 5—“Certain U.S. Federal Income Tax Consequences.”

WHO SHOULD I CALL IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You may call Georgeson Shareholder Communications Inc. collect at (212) 440-9800 or toll-free at (866) 870-4330. Georgeson Shareholder Communications Inc. is acting as the information agent for our offer. See the back cover of this Offer to Purchase.

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To the Holders of Common Shares

of Hunt Corporation:

INTRODUCTION

FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania Corporation, hereby offers to purchase all outstanding common shares, par value $.10 per share, of Hunt Corporation (the “Shares), a Pennsylvania corporation (the “Company”), at a price of $12.50 per Share (the “Share Price”), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the “Offer”).

Shareholders of record who tender Shares directly to American Stock Transfer & Trust Company, which is acting as the Depositary (in such capacity, the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. However, any tendering shareholder or other payee who fails to complete and sign the Substitute Form W-9 included in the Letter of Transmittal may be subject to backup federal income tax withholding of 30% of the gross proceeds payable to such shareholder or other payee pursuant to the Offer. See Section 3—“Procedures for Tendering Shares.” Shareholders who hold their Shares through a bank or broker should check with such institution as to whether they charge any service fees. Purchaser will pay all fees and expenses of the Depositary and Georgeson Shareholder Communications Inc., which is acting as the Information Agent (in such capacity, the “Information Agent”), incurred in connection with the Offer and in accordance with the terms of the agreements entered into between Purchaser and/or Parent and each such person. See Section 17—“Fees and Expenses.”

THE BOARD OF DIRECTORS OF THE COMPANY (THE “COMPANY BOARD”) HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT (AS DEFINED BELOW) AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER (AS DEFINED BELOW), AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY’S SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

J.P. Morgan Securities Inc. (“JPMorgan”), financial advisor to the Company, has delivered to the Company Board its written opinion, dated November 11, 2002 (the “Financial Advisor Opinion”), to the effect that, as of such date and subject to qualifications and limitations stated therein, the consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair, from a financial point of view, to such shareholders. A copy of the Financial Advisor Opinion is attached as an exhibit to the Company’s Solicitation/Recommendation Statement on Schedule 14d-9 (the “Schedule 14d-9”), which has been filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the Offer and which is being mailed to shareholders herewith. Shareholders are urged to, and should, read the Financial Advisor Opinion carefully.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least a majority of the Fully Diluted Shares (as defined below) (the “Minimum Condition”) and (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated. The Offer is also subject to the other conditions set forth in this Offer to Purchase. See Section 1—“Terms of the Offer” and Section 15—“Certain Conditions of the Offer.”

Purchaser reserves the right, subject only to the applicable rules and regulations of the SEC, to waive each of the conditions (other than the Minimum Condition) to the obligations of Purchaser to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement and the Tender and Voting Agreement (as defined below) (the “Transactions”).

The Company has advised Parent and Purchaser that each member of the Company Board and each of the Company’s executive officers intends to tender all Shares owned by such persons pursuant to the Offer or (solely in the case of directors and executive officers who would as a result of the tender incur liability under Section 16(b) of the Exchange Act of 1934, as amended (the “Exchange Act”)) to vote in favor of the Merger. In addition, simultaneously with the execution and delivery of the Merger Agreement, Parent and Purchaser, on the one hand, and certain shareholders on the other hand (the “Certain Shareholders”), entered into a Tender and Voting Agreement dated as of November 11, 2002 (the “Tender and Voting Agreement”). The Tender and Voting Agreement relates to the 3,292,167 Shares owned by the Certain Shareholders, as well as 519,783 Shares subject to Options (as defined below), of which 511,783 such Options are presently exercisable. The issued and outstanding Shares subject to the Tender and Voting Agreement currently represent approximately 33% of the Fully Diluted Shares. The issued and outstanding Shares and presently exercisable Options subject to the Tender and Voting Agreement together represent approximately 38% of the of the Fully Diluted Shares.

As used in this Offer to Purchase, “Fully Diluted Shares” means the total number of Shares that would be outstanding after giving effect to the exercise and conversion, as the case may be, of all outstanding options (whether or not currently exercisable) with an exercise price at or below the Merger Consideration (as defined below), vested stock grants (and, to the extent not previously vested, any stock grants that would vest pursuant to the Merger Agreement (as defined below)), warrants and securities exercisable or convertible into Shares. The Company has represented and warranted to Parent and Purchaser that, as of November 8, 2002, (i) the authorized capital stock of the Company consists of 40,000,000 Shares and 1,000,000 shares of preferred stock of which 8,981,871 Shares (including, for these purposes, vested stock grants) and no shares of preferred stock are issued and outstanding and (ii) 1,683,798 Shares were reserved for issuance pursuant to outstanding options (the “Options”) issued under certain Company stock option plans. The Merger Agreement provides, among other things, that the Company will not, without the prior written consent of Parent, issue any shares of capital stock of any class of the Company, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock of the Company (except for the issuance of shares of Common Stock issuable pursuant to Options outstanding as of the date of the Merger Agreement). See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.” Based on the foregoing and assuming that there are an aggregate of 9,968,157 Fully Diluted Shares, the Minimum Condition will be satisfied if Shares representing 4,984,079 Shares are validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates prior to the Expiration Date. See Section 3—“Procedures for Tendering Shares” under “—Options.”

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of November 11, 2002 (the “Merger Agreement”), by and among Parent, Purchaser and the Company. Pursuant to the Merger Agreement and in accordance with the Pennsylvania Business Corporation Law (the “PBCL”), as promptly as practicable after the completion of the Offer and the satisfaction or waiver, if permissible, of all conditions, including the purchase of Shares pursuant to the Offer (sometimes referred to herein as the “consummation” of the Offer) and the approval and adoption of the Merger Agreement by the shareholders of the Company (if required by applicable law), Purchaser will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each Share then outstanding, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries, if any, and (C) holders of Shares who properly perfect their dissenter’s rights under the PBCL, if applicable, will be converted into the right to receive $12.50 in cash, without interest thereon (the “Merger Consideration”). Pursuant to the Merger Agreement, in the event the number of outstanding Shares exceeds 8,981,871 or the number of Options, exercise prices of options or stock grants set forth in the disclosure schedules to the Merger Agreement are inaccurately stated, in any manner adverse to Parent or Purchaser, the Share Price will be appropriately adjusted downward pro rata but only to the extent required so that the aggregate consideration payable by Purchaser will not be increased solely by reason of such inaccuracy, except that in the event of inaccuracies of the capitalization representation as of the date of the Merger Agreement, such adjustment shall occur only in the case where the total consideration paid by Purchaser would increase by more than $150,000 (in which event, the adjustment

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shall reflect the entire amount of the inaccuracy). Notwithstanding the foregoing, there will be no adjustment pursuant to the foregoing sentence with respect to the issuance of Shares upon the exercise of Options or vesting of stock grants, in each case disclosed in such disclosure schedule. The Merger Agreement is more fully described in Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.”

The Merger Agreement provides that immediately upon the purchase by Purchaser of not less than a majority of the Fully Diluted Shares pursuant to the Offer, Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of votes represented by Shares beneficially owned by Purchaser and its affiliates (including Shares so accepted for payment and purchased) bears to the number of votes represented by Shares then outstanding, and the Company will, at such time, use its commercially reasonable efforts promptly to cause Purchaser’s designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, or both.

Consummation of the Merger is conditioned upon, among other things, the approval and adoption by the requisite vote of shareholders of the Company of the Merger Agreement and the Merger, if required by applicable law. See Section 12—“Purpose of the Offer and the Merger, the Merger Agreement and Certain Other Agreements.” Under the PBCL and pursuant to the Articles of Incorporation and the Bylaws of the Company, the affirmative vote by the holders of a majority of the total number of outstanding Shares entitled to vote, is the only vote of any class or series of the Company’s shares of capital stock that would be necessary to approve the Merger Agreement and the Merger at a meeting of the Company’s shareholders. See Section 13—“Plans for the Company; Other Matters.” The Merger Agreement is more fully described in Section 12—“Purpose of the Offer and the Merger, the Merger Agreement and Certain Other Agreements .”

Under Section 1924(b)(i) of the PBCL, if a corporation owns at least 80% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the shareholders of such other corporation (a “short-form merger”). In the event that Purchaser acquires in the aggregate at least 80% of the outstanding Shares pursuant to the Offer or otherwise, Parent and Purchaser could effect a short-form merger without any further approval of the Company Board or the shareholders of the Company. In the Merger Agreement, Purchaser and the Company have agreed that Purchaser may extend the Offer on one or more occasions for an aggregate period of not more than ten business days if the Minimum Condition has been satisfied but less than 80% of the Shares have been validly tendered and not properly withdrawn. Even if Purchaser does not own 80% of the Shares following the consummation of the Offer, Purchaser could seek to purchase additional Shares in the open market or otherwise in order to reach the 80% threshold and employ a short-form merger. The per Share consideration paid for any Shares so acquired in open market purchases may be greater or less than that paid in the Offer. Parent and Purchaser presently intend to effect a short-form merger, if permitted to do so under the PBCL, pursuant to which Purchaser will be merged with the Company. See Section 13—“Plans for the Company; Other Matters.”

Certain Federal income tax consequences of the sale of Shares pursuant to the Offer are described in Section 5—“Certain U.S. Federal Income Tax Consequences.”

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

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THE OFFER

1.  Terms of the Offer.    Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay for all Shares validly tendered prior to the Expiration Date, and not properly withdrawn in accordance with Section 4—“Withdrawal Rights.” The term “Expiration Date” shall mean 12:00 Midnight, New York City time, on Friday, December 13, 2002, unless and until Purchaser, in accordance with the terms of the Merger Agreement, shall have extended the period of time during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire.

The Offer is conditioned upon the satisfaction of the Minimum Condition, the expiration or termination of any waiting period imposed by the HSR Act, and the other conditions set forth in Section 15—“Certain Conditions of the Offer.” If such conditions are not satisfied at or prior to the Expiration Date, Purchaser reserves the right, subject to the terms of the Merger Agreement and subject to complying with applicable rules and regulations of the SEC, to (i) decline to purchase any Shares tendered in the Offer and terminate the Offer and return all tendered Shares to the tendering shareholders, (ii) waive any or all conditions to the Offer (except the Minimum Condition) and, subject to complying with applicable rules and regulations of the SEC, purchase all Shares validly tendered, (iii) extend the Offer and, subject to the right of shareholders to withdraw Shares until the Expiration Date, retain all Shares which have been tendered during the period or periods for which the Offer is extended or (iv) subject to the provisions of the next paragraph, amend the Offer.

Under the Merger Agreement, Purchaser has the right, in its sole discretion, to modify and make changes to the terms and conditions of the Offer, provided that without the prior consent of the Company, no modification or change may be made which (i) decreases the consideration payable in the Offer (except as permitted in the Merger Agreement), (ii) changes the form of consideration payable in the Offer (other than by adding consideration), (iii) changes the Minimum Condition, (iv) decreases the maximum number of Shares sought pursuant to the Offer, (v) changes the conditions to the Offer in a manner adverse to the Company or its shareholders or option holders, or (vi) imposes additional conditions to the Offer (other than in respect of any consideration which is payable in addition to the Share Price). Notwithstanding the foregoing, Purchaser may (but is not be required under the Merger Agreement or otherwise to), without the consent of the Company, (i) extend the Offer on one or more occasions for such period as may be determined by Purchaser in its sole discretion (each such extension period not to exceed 10 business days at a time), if at the then scheduled Expiration Date any of the conditions to Purchaser’s obligations to accept for payment and pay for Shares is not satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iii) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days if the Minimum Condition has been satisfied but less than 80% of the Shares has been validly tendered and not properly withdrawn, notwithstanding the prior satisfaction of the conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer”. Notwithstanding the foregoing, Purchaser may in its sole discretion elect to provide for a subsequent offering period (a “Subsequent Offering Period”) pursuant to, and on the terms required by, Rule 14d-11 under the Exchange Act. The Purchaser may add a period of between 3 and 20 business days to permit additional tenders of Shares. The Purchaser may include a Subsequent Offering Period so long as, among other things, (i) the initial 20 business day period of the Offer has expired, (ii) the subsequent Offer is for all the outstanding securities of the class that is subject to this Offer, (iii) the Purchaser accepts and pays for all Shares validly tendered during the Offer, (iv) the Purchaser announces the results of the Offer, including the approximate number and percentage of the Shares deposited in the Offer, no later than 9:00 a.m., New York City time on the next business day after the Expiration Date and immediately begins the Subsequent Offering Period, (v) Purchaser immediately accepts and promptly pays for the Shares as they are tendered during the Subsequent Offering Period and (vi) Purchaser offers the same form and amount of consideration for Shares in the Subsequent Offering Period as in the Offer. In addition, Purchaser may extend any initial Subsequent Offering Period by any period or periods, provided that the aggregate of the Subsequent Offering Periods (including extensions thereof) is no more than 20 business days.

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Subject to the terms of the Merger Agreement and applicable rules and regulations of the SEC, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to (a) extend the period of time during which the Offer is open and thereby delay acceptance for payment of and the payment for any Shares, by giving oral or written notice of such extension to the Depositary and (b) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary. Under no circumstances will interest be paid on the purchase price for tendered Shares, whether or not Purchaser exercises its right to extend the Offer.

Any extension, delay, waiver, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with Rules 14d-4(d), 14d-6(c) and 14e-1(d) under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares. Subject to applicable law and without limiting the obligation of Purchaser under such Rules or the manner in which Purchaser may choose to make any public announcement, Purchaser will not have any obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release to the Dow Jones News Service. As used in this Offer to Purchase, “business day” has the meaning set forth in Rule 14d-1 under the Exchange Act.

If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in its purchase of, or payment for, Shares or is unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to the withdrawal rights described in Section 4—“Withdrawal Rights.” However, the ability of Purchaser to delay the payment for Shares which Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by, or on behalf of, holders of securities promptly after the termination or withdrawal of the Offer.

If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In a public release, the SEC has stated its view that an offer must remain open for a minimum period of time following a material change in the terms of such offer and that waiver of a material condition, such as the Minimum Condition, is a material change in the terms of such offer. The release states that an offer should remain open for a minimum of 5 business days from the date a material change is first published, or sent or given to shareholders and that, if material changes are made with respect to information not materially less significant than the offer price and the number of shares being sought, a minimum of 10 business days may be required to allow adequate dissemination and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, prior to the Expiration Date, Purchaser increases or decreases the consideration offered to holders of Shares pursuant to the Offer, the Offer must remain for a minimum of 10 business days following any increase or decrease in the consideration and such increased consideration will be paid to all holders whose Shares are purchased in the Offer whether or not such Shares were tendered prior to such increase.

The Company has provided Purchaser with the Company’s shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders. This Offer to Purchase, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the shareholders lists and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholder lists or, if

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applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2.  Acceptance for Payment and Payment.    Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn in accordance with Section 4—“Withdrawal Rights” promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 15  —“Certain Conditions of the Offer” related to regulatory matters. Any determination concerning the satisfaction of such terms and conditions shall be within the sole discretion of Purchaser. See Section 4—“Withdrawal Rights.”

Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any applicable law, including without limitation the HSR Act. See Section 16—“Certain Legal Matters and Regulatory Approvals.” If Purchaser is delayed in its acceptance for payment of, or payment for Shares (whether before or after its acceptance for payment of Shares), or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer (including such rights as are set forth in Sections 1—“Terms of the Offer” and 15—“Certain Conditions of the Offer”) (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that a tender offeror pay the consideration offered or return the tendered securities promptly after termination or withdrawal of a tender offer), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4—“Withdrawal Rights.”

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering shareholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book Entry Confirmation (as defined below) with respect thereto), (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message (as defined below) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering shareholders at different times if delivery of the certificates and other required documents occur at different times. The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer.

Under no circumstances will interest be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making such payment.

If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted representing more Shares than are tendered, certificates evidencing Shares not tendered or not accepted for purchase will be returned to the tendering shareholder, or such other person as the tendering shareholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares”, such Shares will be credited to such account maintained at the Book-Entry Transfer Facility as the tendering shareholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of Transmittal as the account from which such Shares were delivered.

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3.  Procedures for Tendering Shares.

Valid Tender.    For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates evidencing tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below.

If certificates evidencing tendered Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) must accompany each delivery. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased.

Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with such Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares, into the Depositary’s account at the Book-Entry Transfer Facility as described above is referred to herein as a “Book-Entry Confirmation.”

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

The Letter of Transmittal and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholders. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees.    No signature guarantee is required on a Letter of Transmittal (i) if such Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book Entry Transfer Facility’s systems whose name appears on a security position listing as the

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owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on such Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution” and, collectively, “Eligible Institutions”). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 to the Letter of Transmittal.

Guaranteed Delivery.    If a shareholder desires to tender Shares pursuant to the Offer and such shareholder’s certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such shareholder’s tender may be effected if all the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificates for all tendered Shares, in proper form for transfer, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery.

A “trading day” is any day on which the New York Stock Exchange is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to such Shares are actually received by the Depositary.

The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appointment.    By executing the Letter of Transmittal as set forth above (including delivery through an Agent’s Message), the tendering shareholder will irrevocably appoint designees of Parent as such shareholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of

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substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by Purchaser and with respect to any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after November 11, 2002 (collectively, “Distributions”). All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective if, as and when, and only to the extent that, Purchaser accepts for payment Shares tendered by such shareholder as provided herein. All such powers of attorney and proxies will be irrevocable and will be deemed granted in consideration of the acceptance for payment by Purchaser of Shares tendered in accordance with the terms of the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, in respect of any annual or special meeting of the Company’s shareholders (and any adjournment or postponement thereof), actions by written consent in lieu of any such meeting or otherwise, as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of shareholders.

Determination of Validity.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for which, may, in the opinion of Purchaser’s counsel, be unlawful. Purchaser also reserves the absolute right, in its sole discretion, to waive any defect or irregularity in any tender of Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Options.    Holders of currently exercisable Options may exercise such Options pursuant to their terms and tender the Shares received upon such exercise pursuant to the Offer. Alternatively, holders of unexercised Options with an exercise price below the Share Price will receive cash payments after the Effective Time in respect of such unexercised Options. See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain other Agreements” under “—Options.”

4. Withdrawal Rights.    Except as otherwise provided in this Section 4—“Withdrawal Rights” or as provided by applicable law, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 17, 2003.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such

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Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares”, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility’s procedures.

Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date or the expiration of any Subsequent Offering Period.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.  Certain U.S. Federal Income Tax Consequences.    The following is a general summary of certain U.S. Federal income tax consequences of the Offer and the Merger relevant to a beneficial holder of Shares whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger (a “Holder”). The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), regulations issued thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect. The following discussion does not address the U.S. Federal income tax consequences to all categories of Holders that may be subject to special rules (e.g., holders who acquired their Shares pursuant to the exercise of employee stock options or other compensation arrangements with the Company, holders who, if applicable, perfect dissenters rights under the PBCL, foreign holders, insurance companies, tax-exempt organizations, dealers in securities and persons who have acquired the Shares as part of a straddle, hedge, conversion transaction or other integrated investment), nor does it address the Federal income tax consequences to persons who do not hold the Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

The Federal income tax consequences set forth below are included for general informational purposes only. Because individual circumstances may differ, each Holder should consult such Holder’s own tax advisor to determine the applicability of the rules discussed below to such Holder and the particular tax effects of the Offer and the Merger, including the application and effect of U.S. Federal, state, local and other income tax laws.

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. Federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign income and other tax laws. In general, a Holder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for Federal income tax purposes equal to the difference, if any, between the amount of cash received and the Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or surrendered for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or surrendered for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss if the Holder has held the Shares for more than one year. Capital gains recognized by an individual investor (or an estate or certain trusts) upon a disposition of a Share that has been held for more than one year generally will be subject to a maximum tax rate of 20% or, in the case of a Share that has been held for one year or less, will be subject to tax at ordinary income rates. Certain limitations apply to the use of capital losses.

Backup Withholding.    In order to avoid “backup withholding” of Federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer, or its assignee (in either case, the “Payee”)

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must, unless an exemption applies, provide the Depositary with such Payee’s correct taxpayer identification number (“TIN”) on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such Payee is not subject to backup withholding. If a Payee does not provide such Payee’s correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a penalty on such Payee and payment of cash to such Payee pursuant to the Offer may be subject to backup withholding of 30%. All shareholders surrendering Shares pursuant to the Offer and other Payees should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Certain Payees (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Noncorporate foreign shareholders should complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal.

6.  Price Range of the Shares; Dividends on the Shares.    The Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “HUN”. The following table sets forth, for each of the fiscal quarters indicated, the high and low sales price per Share on the NYSE and the amount of cash dividends paid per Share, as reported in published financial sources.

	Sales Price				Cash Dividends
	High		Low
Fiscal Year Ended December 3, 2000:
First Quarter ended February 27, 2000	$	11.13	$	8.06	$	.1025
Second Quarter ended May 28, 2000		10.63		8.38		.1025
Third Quarter ended September 3, 2000		10.63		8.69		.1025
Fourth Quarter ended December 3, 2000		9.25		3.81		.1025
Fiscal Year Ended December 2, 2001:
First Quarter ended March 4, 2001	$	7.60	$	3.50	$	.1025
Second Quarter ended June 3, 2001		7.10		5.06		.1025
Third Quarter ended September 2, 2001		7.90		5.34		.1025
Fourth Quarter ended December 2, 2001		7.63		5.55		.1025
Fiscal Year Ending December 1, 2002:
First Quarter ended March 3, 2002	$	9.15	$	6.50	$	.1025
Second Quarter ended June 2, 2002		11.85		9.05		.1025
Third Quarter ended September 1, 2002		11.20		8.75		.1025
Fourth Quarter (through November 14, 2002)		12.40		8.00		.1025

On November 11, 2002, the last full trading day prior to the public announcement of the execution of the Merger Agreement by the Company, Parent and Purchaser, the last reported closing sales price of the Shares on the NYSE was $9.45 per Share. On November 14, 2002, the last full trading day prior to the commencement of the Offer, the last reported sales price of the Shares on the NYSE was $12.39 per Share. Shareholders are urged to obtain a current market quotation for the Shares.

Under the terms of the Merger Agreement, the Company is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Parent.

7.  Effect of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations.

Market for the Shares.    The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the

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number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public.

Share Quotation.    The Shares are listed on the NYSE. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the NYSE and may therefore be delisted from the NYSE. According to the published guidelines of the NYSE, the Shares might no longer be eligible for listing on the NYSE if, among other things, the number of publicly held Shares falls below 600,000 or the number of record holders falls below 400 (or below 1,200 if the average monthly trading volume is below 100,000 for the last twelve months). Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of 10% or more of the Shares, ordinarily will not be considered to be publicly held for this purpose.

If the Shares cease to be listed on the NYSE, the market for the Shares could be adversely affected. It is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges), the Nasdaq Smallcap Market, the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors.

Exchange Act Registration.    The Shares are currently registered under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the SEC if the Shares are not listed on a national securities exchange, quoted on an automated inter-dealer quotation system or held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to the holders thereof and to the SEC, and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) or 14(c) of the Exchange Act and the related requirement of furnishing an annual report to shareholders and the requirements of Rule 13e-3 under the Exchange Act with respect to going private transactions no longer applicable to the Company. Furthermore, if a substantial number of Shares are acquired by Purchaser, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be eligible for listing on the NYSE. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time. If registration of the Shares under the Exchange Act is not terminated prior to the Merger, such registration will be terminated following the consummation of the Merger.

Margin Regulations.    The Shares are presently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which status has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute “margin securities.”

8.  Certain Information Concerning the Company.    The information concerning the Company contained in this Offer to Purchase, including that set forth below under “—Summary of Selected Financial Data,” has been furnished by the Company or has been taken from or based upon publicly available documents and records on

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file with the SEC and other public sources. The summary information concerning the Company in this Section 8 and elsewhere in this Offer to Purchase is derived from the Company’s Annual Report on Form 10-K for the fiscal year ended December 2, 2001 and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 1, 2002, as filed with the SEC pursuant to the Exchange Act, and other publicly available information. The summary information set forth below is qualified in its entirety by reference to such reports (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available reports and documents filed by the Company with the SEC and other publicly available information. Although Purchaser and Parent do not have any knowledge that would indicate that any statements contained herein based upon such reports are untrue, neither Parent nor Purchaser assumes responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser.

General.    The Company is a Pennsylvania corporation with principal executive offices located at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania 19103-7085. The telephone number of the Company at such offices is (215) 656-0300. The business of the Company consists of the manufacture and distribution of consumer products sold through the office, art and framing markets.

Selected Financial Information.    Set forth below is a summary of certain consolidated financial information with respect to the Company, excerpted or derived from the Company’s Annual Report on Form 10-K for the fiscal year ended December 2, 2001 and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 1, 2002, as filed with the SEC pursuant to the Exchange Act.

More comprehensive financial information is included in such reports (including management’s discussion and analysis of financial condition and results of operations) and in other documents filed by the Company with the SEC. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (including any related notes) contained therein. Such reports, documents and financial information may be inspected and copies may be obtained from the SEC in the manner set forth below under “—Available Information.”

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HUNT CORPORATION

SUMMARY OF SELECTED FINANCIAL DATA

(In thousands, except per share amounts)

	Year Ended							Nine Months Ended (Unaudited)
	December 2, 2001			December 3, 2000		November 28, 1999		September 1, 2002		September 2, 2001
Income Statement Data:
Net sales	$	160,870		$	175,780	$	172,993	$	122,786	$	124,141
Income before income taxes		4,674			6,590		14,253		11,818		7,235
Net income		(24,526	)		1,969		6,427		8,674		(25,034	)
Net income per common share:
Basic	$	(2.74	)	$	0.20	$	0.61	$	0.97	$	(2.80	)
Diluted	$	(2.73	)	$	0.20	$	0.61	$	0.96	$	(2.78	)
Balance Sheet Data (at period end):
Cash and cash equivalents	$	25,966		$	23,878	$	36,897	$	27,098	$	12,134
Total current assets		72,776			88,315		97,274		71,463		90,998
Total assets		106,387			163,532		179,629		101,569		126,614
Total current liabilities		32,204			31,907		35,851		26,486		47,249
Total shareholders’ equity		37,073			61,970		70,515		43,627		37,091
Total liabilities and shareholders’ equity		106,387			163,532		179,629		101,569		126,614

Other Financial Information.    During the course of the discussions between Parent and the Company that led to the execution of the Merger Agreement, the Company provided Parent or its representatives with certain information about the Company and its financial performance which is not publicly available. The information provided included financial projections for the Company as an independent company (i.e., without regard to the impact to the Company of a transaction with Parent and Purchaser). The following is a summary of selected projected financial information provided to Parent by the Company.

Summary Selected Projected Income Statement Data
	(in millions)
Fiscal Year	2002		2003		2004		2005		2006
Net Sales	$	165.2	$	171.8	$	178.6	$	185.8	$	196.9
Earnings Before Interest and Taxes	$	17.7	$	19.1	$	20.7	$	22.6	$	24.3
Earnings Before Interest, Taxes, Depreciation and Amortization	$	22.4	$	23.8	$	25.4	$	27.3	$	29.0

On November 5, 2002, the Company provided Purchaser and Parent with revised projections for its fiscal year 2002 which reflect net sales of $161.4 million earnings before interest and taxes of $18.0 million and earnings before interest, taxes, depreciation and amortization of $22.6 million. In developing the foregoing projections, the Company adjusted its historical financial statements (the “Adjusted Historical Financial Statements”) by eliminating all items relating to the commercial graphics products business and taking into account certain anticipated savings with respect to selling, general and administrative expenses of the Company. The foregoing projections are also based on, among other things, the following assumptions: (i) the projected net sales for 2002 are derived from the Adjusted Historical Financial Statements, (ii) beginning in 2003, net sales would increase annually at a rate of 4%, and (iii) capital expenditures and depreciation would remain constant at $4.7 million.

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The Company has advised Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer only because the information was provided to Parent and Purchaser. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company’s independent auditors have not examined, compiled or performed any procedures with respect to the projections presented herein, nor have they expressed any opinion or any other form of assurance of such information or its achievability, and accordingly assume no responsibility for them. The Company has advised Parent and Purchaser that its internal operating projections are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to various interpretations and periodic revision based on actual experience and business developments. According to the Company, the projections were prepared several months ago and were based on a number of internal assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters that are inherently subject to significant economic and competitive uncertainties, all of which are difficult to predict and some of which are beyond the control of the Company, Purchaser or Parent or their respective financial advisors and representatives and some of which inevitably will prove to be incorrect. Consequently, no prediction can be made as to whether such assumptions were or will be accurate; accordingly, there can be no assurance, and no representation or warranty is made, that actual results will not vary materially from those described above.

The foregoing information is forward-looking in nature and inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, including industry performance, general business and economic conditions, currency exchange rates, customer requirements, competition, adverse changes in applicable laws, regulations or rules governing environmental, tax and accounting matters and other matters. The inclusion of this information should not be regarded as an indication that Parent, Purchaser, the Company or anyone who received this information then considered, or now considers, it a reliable prediction of future events, and this information should not be relied on as such. None of Company, Parent or Purchaser or any of their respective financial advisors or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the projections, and the Company has made no representation to Parent or Purchaser regarding the projections described above. None of the Company, Purchaser, Parent or any of their respective financial advisors intends to update, revise or correct such projections if they are or become inaccurate (even in the short term). The projections have not been adjusted to reflect the effects of the Offer or the Merger.

Available Information.    The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their remuneration, options granted to them, the principal holders of the Company’s securities and any material interests of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company’s shareholders and filed with the SEC. Such reports, proxy statements and other information should be available for inspection at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 233 Broadway, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy statements and other information relating to the Company which have been filed via the SEC’s EDGAR System.

9.  Certain Information Concerning Parent and Purchaser.

Parent is a newly incorporated Pennsylvania corporation organized in connection with the Offer and the Merger and has not carried on any significant activities other than in connection with the Offer and the Merger.

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The principal offices of Parent are located at 3000 Centre Square West, 1500 Market Street, Philadelphia, Pennsylvania 19102-2172. The telephone number of Parent at such location is 215-563-2800.

Purchaser is a newly incorporated Pennsylvania corporation organized in connection with the Offer and the Merger and has not carried on any significant activities other than in connection with the Offer and the Merger. The principal offices of Purchaser are located at 3000 Centre Square West, 1500 Market Street, Philadelphia, Pennsylvania 19102-2172. The telephone number of Purchaser at such location is 215-563-2800. All of the outstanding capital stock of Purchaser is owned directly by Parent. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, except for sufficient cash to consummate the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in any significant activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger.

Available Information.    Parent and Purchaser are privately held entities and are not generally subject to the information filing requirements of the Exchange Act, and are not generally required to file reports, proxy statements and other information with the SEC relating to its business, financial condition and otherwise. However, pursuant to Rule 14d-3 under the Exchange Act, Parent and Purchaser filed with the SEC a Schedule TO, including this Offer to Purchase and the Merger Agreement, which provides certain additional information with respect to the Offer. The Schedule TO and any amendments thereto, including exhibits, should be available or obtainable, (i) by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, DC 20548, (ii) at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 233 Broadway, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661 and (iii) by accessing the SEC’s website on the Internet at http://www.sec.gov.

Additional Information Regarding Parent and Purchaser.    The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the executive officers of Parent and Purchaser, and for members of the board of directors of Parent and Purchaser are set forth in Schedule I hereto. In addition, Schedule I contains information regarding the directors, executive officers, and trustees of the member trusts of The Berwind Company LLC, the sole shareholder of Parent.

Except as set forth in this Offer to Purchase, none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I hereto or any associate or majority owned subsidiary of Parent, Purchaser or any of the persons so listed, beneficially owns or has a right to acquire, directly or indirectly, any Shares, and none of Parent or Purchaser, or to the best knowledge of Parent and Purchaser, any of the persons or entities referred to above, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in the Shares during the past 60 days.

Except as set forth in this Offer to Purchase, none of Parent, Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Parent, Purchaser, any of their respective affiliates, nor, to the best knowledge of Parent or Purchaser, any of the persons listed on Schedule I, has had during the past two years any business relationships or transactions with the Company or any of its executive officers, directors or affiliates that would be required to be reported under the rules of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, during the past two years there have been no contacts, negotiations or transactions between Parent, Purchaser, any of their respective affiliates or, to the best knowledge of Parent and Purchaser, any of the persons listed on Schedule I, and the Company or its affiliates concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, election of directors or a sale or other transfer of a material amount of assets.

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10.  Sources and Amount of Funds.

The Offer is not conditioned upon any financing arrangements. Purchaser estimates that the total amount of funds required by Purchaser to consummate the Offer and the Merger, including the fees and expenses of the Offer and the Merger is approximately $120 million. Purchaser currently possesses liquid funds sufficient to consummate the Offer and the Merger. Parent obtained $100 million of such funds in the form of a loan from each of Berwind Corporation (“Berwind”) and The Berwind Company LLC (“TBC”), each an affiliate of Parent and Purchaser. Parent contributed such funds to Purchaser as a capital contribution. See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements” under —“Demand Notes.”

11.  Background of the Offer; Contacts with the Company.

Background of the Offer

On September 4, 2002, Berwind, an affiliate of TBC, the sole shareholder of Parent, contacted JPMorgan regarding a possible transaction with the Company.

On September 9, 2002, Berwind executed a confidentiality agreement, and began its due diligence investigation of the Company, which included conducting meetings with the Company’s management, touring the Company’s facilities, reviewing financial and legal documents provided by the Company, and attending a management presentation regarding the Company and its business.

On September 10, 2002, JPMorgan sent Berwind a Confidential Summary Information Package regarding the Company, a process letter, and a form of merger agreement to review and use as a basis for final proposals. The letter stated that final proposals were to be delivered by September 13, 2002, and were to specify the proposed price-per-share for the Shares. On September 12, 2002, Berwind submitted a preliminary non-binding indication of interest to acquire the Company, through an affiliate of Berwind (a “Berwind Entity”), at a per share price of $13.25 in cash. Berwind, indicated that it would be unable to submit a final proposal by September 13, 2002 and requested an extension, which the Company permitted.

On October 15, 2002, Berwind submitted a non-binding proposal for the acquisition of the Shares by a Berwind Entity for $12.50 in cash, subject to a number of conditions and contingencies which might lower the price. In addition, the proposal was conditioned upon, among other things, receiving tender agreements from certain of the Company’s shareholders. The bid was also conditioned upon the satisfactory completion of its due diligence investigation of the Company.

On October 21, 2002, Berwind met with JPMorgan to discuss the conditions and contingencies in the non-binding proposal submitted on October 15, 2002. On October 22, 2002, JPMorgan advised Berwind that the Company Board decided to continue working with Berwind.

From October 22, 2002 through November 11, 2002, legal and financial representatives of the Company and Berwind, and their respective advisors met on numerous occasions to discuss and negotiate aspects of the proposed merger and the definitive agreement therefor. These negotiations covered all aspects of the transaction, including, among other things, the representations and warranties made by the parties; the restrictions on the conduct of the Company’s business following execution and delivery of the Merger Agreement; the conditions to completion of the Offer and the Merger; the provisions regarding termination; the details of the “fiduciary out” provisions; the amount, triggers and payment of the termination fee and the consequences of termination; and the delivery and terms of the Tender and Voting Agreement. At the same time, Berwind continued to conduct extensive due diligence on the Company’s operations.

On November 11, 2002, the Boards of Directors of Parent and Purchaser approved the Merger Agreement in the form presented by unanimous consent. Following such approval, during the evening of November 11, 2002, the Merger Agreement was executed by the Company, Parent and Purchaser and the Tender and Voting Agreement was executed by the shareholders named therein, Parent and Purchaser.

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On November 12, 2002, before the opening of trading on the NYSE, the Company issued a press release announcing the transaction.

12.  Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.

Purpose of the Offer and the Merger.    The purpose of the Offer and the Merger is to enable Parent indirectly to acquire control of, and the entire equity interest in, the Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected. The purpose of the Merger is to acquire all of the outstanding Shares not purchased pursuant to the Offer. The Company will, as of the Effective Time, be a direct subsidiary of the Parent.

Merger Agreement.

The following is a summary of certain provisions of the Merger Agreement. This summary is not a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement which is filed with the SEC as an exhibit to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser (the “Schedule TO”) and is incorporated herein by reference. Capitalized terms not otherwise defined below shall have the meanings set forth in the Merger Agreement. The Merger Agreement may be examined, and copies obtained, as set forth in the last paragraph of Section 9 —“Certain Information Concerning Parent and Purchaser” of this Offer to Purchase.

The Offer.    The Merger Agreement provides that Purchaser will commence the Offer and that upon the terms and subject to prior satisfaction or waiver (to the extent permitted to be waived) of the conditions of the Offer, Purchaser will purchase all Shares validly tendered pursuant to the Offer. The Merger Agreement provides that Purchaser has the right, in its sole discretion, to modify and make certain changes to the terms and conditions of the Offer as described in Section 1—“Terms of the Offer”. Parent, Purchaser and the Company agreed that the Share Price was calculated based upon the accuracy of the capitalization representation in the Merger Agreement and the Company’s compliance with the covenant described in clause (iii) of Section 14—“Dividends and Distributions” and that, in the event the number of outstanding Shares exceeds 8,981,871 or the number of Options, exercise prices of Options or stock grants set forth in the Company Disclosure Schedule are inaccurately stated, in any manner adverse to Parent or Purchaser, the Share Price will be appropriately adjusted downward pro rata but only to the extent required so that the aggregate consideration payable by Purchaser will not be increased solely by reason of such inaccuracy, except that in the event of inaccuracies of the capitalization representation as of the date of the Merger Agreement, such adjustment shall occur only in the case where the total consideration paid by Purchaser would increase by more than $150,000 (in which event, the adjustment shall reflect the entire amount of the inaccuracy). The provisions of this paragraph are not in derogation of the capitalization representation or the covenant described in clause (iii) of Section 14—“Dividends and Distributions.” Notwithstanding the foregoing, there will be no adjustment pursuant to this paragraph with respect to the issuance of Shares upon the exercise of Options or vesting of stock grants, in each case disclosed in the Company Disclosure Schedule.

The Company Board.    The Merger Agreement provides that promptly upon the acceptance for payment of and payment for not less than a majority of the Fully Diluted Shares by Purchaser or any of its affiliates pursuant to the Offer, Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, for the election or appointment to the Company Board as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to any increase in the size of such Board pursuant to the Merger Agreement) and (ii) the percentage that the number of Shares beneficially owned by Purchaser and its affiliates (including Shares so accepted for payment and purchased) bears to the number of Shares then outstanding. In furtherance thereof, concurrently with such acceptance for payment and payment for such Shares, the Company will, upon request of Parent or Purchaser and in compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, use commercially reasonable efforts to promptly either increase the size

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of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Purchaser to be so elected or appointed to the Company Board, and, subject to applicable law, the Company will take all actions available to the Company to cause such designees of Purchaser to be so elected or appointed. The Merger Agreement provides that at such time, the Company will, if requested by Purchaser and subject to applicable law and the rules of the NYSE, also take all commercially reasonable action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, the Company will use commercially reasonable efforts to ensure that, if Purchaser’s designees are elected to the Company Board, such Company Board will have, at all times prior to the Effective Time, at least two directors who are directors on the date of the Merger Agreement and who are not officers or affiliates of the Company (it being understood that for purposes of this sentence, a director of the Company will not be deemed an affiliate of the Company solely as a result of his or her status as a director of the Company), Parent, Purchaser or any of their affiliates or any of their respective subsidiaries (the “Independent Directors”); and provided further, that, (i) if the number of Independent Directors is reduced below two for any reason whatsoever the remaining Independent Director may designate an Independent Director to be an Independent Director for purposes of the Merger Agreement or, (ii) if no current Independent Directors remain on the Company Board, the other directors will designate two other Independent Directors to fill such vacancy or, (iii) if no Independent Directors then remain, the other directors may designate two persons to fill such vacancies who may not be officers or affiliates of the Company, Parent or any of their respective affiliates, and such persons will be deemed to be Independent Directors for purposes of the Merger Agreement. Subject to applicable law and the rules of the NYSE, the Company will promptly take all action reasonably requested by Parent necessary to effect any such election, including furnishing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder (including furnishing the information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of the Company) as is necessary to enable Parent’s designees to be elected to the Company Board. From and after the time, if any, that Parent’s designees constitute a majority of the Company Board and prior to the Effective Time, (i) any amendment of the Merger Agreement or any termination of the Merger Agreement by the Company; (ii) any extension of time for performance of any of the obligations of Parent or Purchaser under the Merger Agreement; (iii) any waiver by the Company of any condition or any of its rights under the Merger Agreement; or (iv) any amendment of the articles of incorporation or bylaws of the Company that is adverse to the interests of the Company’s shareholders must be effected or approved, in each case, only by the action of a majority of the Independent Directors of the Company, which action will be deemed to constitute the action by the full Company Board to approve the actions contemplated thereby; provided, that, if there will be no Independent Directors, such actions may be effected by majority vote of the entire Company Board unless one or more Independent Directors have been designated pursuant to the Merger Agreement and, as a result of the Parent’s or Purchaser’s failure to comply with its obligations under the Merger Agreement, such persons have not been elected.

The Merger.    Pursuant to the Merger Agreement and the PBCL, as soon as practicable after the completion of the Offer and the satisfaction or waiver, if permissible, of all conditions, including the purchase of Shares pursuant to the Offer and the approval and adoption of the Merger Agreement by the shareholders of the Company (if required by applicable law), Purchaser will be merged with and into the Company and the Company will be the Surviving Corporation and, as of the Effective Time, a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Share, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries and (C) shareholders who properly perfect their dissenters’ rights under the PBCL, if applicable, will be converted into the right to receive the Merger Consideration or any higher price that may be paid for Shares pursuant to the Offer, without interest. The Company’s Articles of Incorporation will become the Articles of Incorporation of the Surviving Corporation, and Purchaser’s Bylaws will be the Bylaws of the Surviving Corporation.

Options.    The Merger Agreement provides that, before the Effective Time, the Company will take such actions as are necessary to cause all options to acquire the Shares outstanding under the Company’s stock option

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plans and other arrangements (each, an “Option”, and collectively, the “Options”) to become immediately exercisable in full, and to cause all grants to acquire Shares under the Company’s stock grant plans and other arrangements (each, a “Stock Grant”, and collectively, the “Stock Grants”) to vest to the extent of 50% of the Shares subject to each such Stock Grant. At the Effective Time, each Option then outstanding will be cancelled, and each holder thereof will be entitled to receive therefor a payment in cash (subject to any applicable withholding taxes) equal to the aggregate amount, if any, by which the Merger Consideration for the number of Shares subject to such Option exceeds the aggregate exercise price under the Option. Such cash payment will be paid as soon as practicable after the Effective Time. At the Effective Time, the vested Shares issuable under vested Stock Grants then outstanding which have not theretofore been issued will be converted into the right to receive the Merger Consideration with respect to such unissued shares, payable as provided in Merger Agreement and each unvested Stock Grant will be terminated. If the exercise price of any Option is more than the Merger Consideration, then at the Effective Time such Option will be cancelled and the Option holder will be entitled to no consideration in respect of such Option. The Company will take all necessary actions to effect the foregoing, to terminate the Company’s stock option and stock grant plans and similar arrangements and to ensure that all Options are cancelled and all unvested Stock Grants are terminated on or before the Effective Time.

The Company will take such actions (including, without limitation, giving requisite notices to holders of Options and Stock Grants advising them of such accelerated exercisability and vesting, and the right of Option holders to obtain payment for their Options) as are necessary to cause such acceleration and to fully advise holders of Options and Stock Grants of their rights including, but not limited to, notice of cancellation at least 21 days prior to the cancellation of any awards under the (i) 1983 Stock Option Plan and (ii) 1993 Stock Option and Stock Grant Plan, and at least ten days notice of cancellation under the 1994 Directors Stock Option Plan and 1997 Non-Employee Directors Compensation Plan prior to such cancellation. From and after the Effective Time, other than as expressly set forth in the Merger Agreement, no holder of an Option or Stock Grant will have any other rights in respect thereof.

Representations and Warranties.    In the Merger Agreement, the Company has made customary representations and warranties to Parent and Purchaser with respect to, among other things, corporate organization, subsidiaries, capitalization, authority to enter into the Merger Agreement, required consents, no conflicts between the Merger Agreement and applicable laws and certain agreements to which the Company or its assets may be subject, financial statements, filings with the SEC, disclosures in proxy statements and tender offer documents, absence of certain changes or events, litigation, insurance, labor and employment matters, employee benefit plans, tax matters, compliance with applicable laws, intellectual property, brokers’ and finders’ fees, environmental matters, material contracts, applicability of state takeover statutes, absence of undisclosed liabilities, title to properties, indemnification claims, products liability, relationships with customers and suppliers, excess parachute payments, the Company Board vote required to approve the Merger Agreement and its receipt of the Financial Advisor Opinion.

In the Merger Agreement, each of Parent and Purchaser has made customary representations and warranties to the Company with respect to, among other things, corporate organization, authority to enter into the Merger Agreement, required consents, no conflicts between the Merger Agreement and applicable laws and certain agreements to which Parent or Purchaser or their assets may be subject, absence of financing, disclosures in proxy statements and tender offer documents, brokers’ and finders’ fees and the Parent and Purchaser’s business.

Interim Operations.    Pursuant to the Merger Agreement, the Company has agreed that, prior to the Effective Time, unless otherwise expressly contemplated by the Merger Agreement or consented to in writing by Parent, it will and will cause each of its subsidiaries to (i) operate its business in the ordinary course in all material respects in substantially the same manner as conducted before the date of the Merger Agreement, (ii) use its commercially reasonable efforts to preserve intact its business organizations and goodwill, retain the services of its respective present officers, key employees and preserve the goodwill and business relationships with material customers and others having material business relationships with the Company, (iii) except as required by an existing contract or agreement, not (A) increase the amount of compensation of any director or executive officer, (B) make any material

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increase in or commitment to increase materially any employee benefits, or (C) adopt or make any commitment to adopt any material new employee benefit plan or make any material contribution, grant or award, other than regularly scheduled contributions, to any Company Plan; and (iv) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance consistent with past practice.

Except as set forth in the Company Disclosure Schedule, the Company has agreed that, except as expressly contemplated by the Merger Agreement or otherwise consented to in writing by Parent, from the date of the Merger Agreement until the Effective Time, it will not, and will not permit any of its subsidiaries to (a) amend or propose to amend its articles (or certificate) of incorporation or bylaws or equivalent organizational documents; (b) authorize for issuance, issue, sell, offer, deliver, pledge or otherwise encumber or agree, propose to offer or commit to issue, sell, deliver, pledge or otherwise encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any additional shares of its capital stock of any class or other securities or equity equivalents (including, without limitation, stock options and any stock appreciation rights) or securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for any capital stock of the Company other than as provided in the Merger Agreement), except that (1) the Company may issue shares upon exercise of options or the vesting of stock grants outstanding on the date of the Merger Agreement, in accordance with their respective terms as in effect on the date of the Merger Agreement and (2) any subsidiary of the Company may issue capital stock or other securities to the Company or to another wholly owned subsidiary of the Company; (c) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a wholly-owned direct or indirect subsidiary of the Company by a wholly-owned direct or indirect subsidiary of the Company; (d) adopt, authorize or propose a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries (other than (A) as permitted pursuant to Merger Agreement and (B) the Merger); (e) redeem, purchase, acquire or offer or propose to redeem, purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock; (f) make any material acquisition of any assets or businesses other than (1) in the ordinary course of business; (2) expenditures for fixed or capital assets up to the remaining amount available under the Capital Spending Budget for Fiscal Year 2002; and (3) from and after December 2, 2002, expenditures for fixed or capital assets in aggregate amount not to exceed the total amount available for capital expenditures pursuant to the Fiscal 2003 Capital Spending Budget; (g) sell, lease, exchange pledge, encumber or otherwise dispose of any material assets other than (1) sales in the ordinary course of business, (2) sales disclosed in the Company Disclosure Schedule, and (3) pledges or encumbrances entered into in the ordinary course of business; (h) make or revoke any material tax election except in a manner consistent with past practice, change any material method of accounting for tax purposes, or settle or compromise any material tax liability with any Governmental Entity (as defined below); (i) voluntarily delist any securities from the New York Stock Exchange; (j) adopt or effect any material change in accounting policies or practices, except to the extent required by generally accepted accounting principles, or by applicable law; (k) purchase any derivative securities, except for purchases to hedge interest and foreign exchange rate exposure in the ordinary course of business; (l) except in the ordinary course of business, modify or amend or terminate any contracts or waive, release or assign any material right or claims; (m) (i) incur any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any similar arrangement or (ii) make any loans, advances or capital contributions to, or investments in, any other person, other than (x) to or in the Company or any direct or indirect wholly owned subsidiary of the Company and (y) advances of reimbursable expenses to any employee in the ordinary course of business; (n) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practice or in accordance with their terms; or (o) make a contribution in cash or assets to any rabbi trust or any analogous funding mechanism maintained or created to provide security under a nonqualified Company Plan, except to the extent required under such Company Plan as it exists on the date of the Merger Agreement.

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No Solicitation.    In the Merger Agreement, the Company has agreed from and after the date of the Merger Agreement until the Effective Time or earlier termination of the Merger Agreement, the Company will not, and will not permit any of its subsidiaries to, and the Company will use commercially reasonable efforts to cause its and its subsidiaries’ officers, directors and employees, and any attorney, accountant, investment banker, financial advisor or other agent retained by it or any of its subsidiaries not to, initiate, solicit, encourage (including by providing non-public or confidential information) or take any other action to facilitate any Acquisition Proposal (as defined below) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of an Acquisition Proposal or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the foregoing or authorize or knowingly permit any of its officers, directors or employees or any of its subsidiaries or affiliates or any attorney, accountant, investment banker, financial advisor or other representative or agent retained by it or any of its subsidiaries to take any such action. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Transactions contemplated by the Merger Agreement) involving the Company or (other than as expressly provided pursuant to the Merger Agreement) its subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more of the consolidated assets of the Company and its subsidiaries in a single transaction or series of related transactions; (iii) any tender offer (including a self tender offer) or exchange offer that, if consummated, would result in any person or group beneficially owning more than 25% of the outstanding shares of any class of equity securities of the Company or the filing of a registration statement under the Securities Act in connection therewith; (iv) any acquisition of 25% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith or any other acquisition or disposition the consummation of which would prevent or materially diminish the benefits to Parent of the Merger; or (v) any public announcement by the Company or any third party of a proposal, plan or intention to do any of the foregoing or of any agreement to engage in any of the foregoing. “Company Acquisition Transaction” means a transaction consummated pursuant to an Acquisition Proposal.

Notwithstanding any provisions of the Merger Agreement (including those described in the above paragraph) to the contrary, prior to the purchase of a majority of the Fully Diluted Shares pursuant to the Offer, the Company may, in response to a written offer or proposal from a financially capable Person (a “Potential Acquiror”) with respect to an all-cash Acquisition Proposal that is not subject to a financing contingency and was not solicited by or on behalf of the Company after the date of the Merger Agreement or otherwise the result of a violation of the matters described in this section “—Non-Solicitation” and which the Company Board determines in good faith, after consultation with its independent financial advisor, would reasonably be expected to result in a Superior Proposal, furnish confidential or non-public information to such Potential Acquiror and negotiate for a Company Acquisition Transaction with such Potential Acquiror, if, and only to the extent that (i) Company Board, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), determines in good faith that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties under applicable law, and (ii) prior to taking such action the Company (x) delivers to Parent and Purchaser the notice required pursuant to Merger Agreement stating that it is taking such action and (y) receives from such person or group an executed confidentiality agreement that is not, in any material respect, less restrictive as to such person or entity than the Confidentiality Agreement and which, in any event, contains customary confidentiality and standstill restrictions and does not contain any exclusivity provisions which would prohibit the Company from complying with its obligations under the Merger Agreement. Additionally, nothing contained in the Merger Agreement will prohibit the Company or the Company Board from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s shareholders if the Company Board, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent counsel), determines in good faith that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under applicable law. Negotiations and other activities conducted in accordance with the provisions provided in this paragraph will not constitute a violation of the Merger Agreement.

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Notwithstanding anything herein to the contrary, this paragraph and the proviso set forth in the second paragraph below will not apply with respect to any Acquisition Proposal from a Person (or such Person’s affiliates) that on or after January 1, 2002 entered into a confidentiality agreement, non-disclosure agreement or similar arrangement with the Company or any of its subsidiaries or any of their respective agents in contemplation of a possible Acquisition Proposal.

The Company will promptly notify (and, in any event, within one business day) Parent orally and in writing after receipt of any Acquisition Proposal, indication of interest or request for non-public information relating to the Company or its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any Person that informs the Company Board or such subsidiary that it is considering making, or has made, an Acquisition Proposal and the status of any discussions with respect to an Acquisition Proposal. Such notice will include the material terms of such request, Acquisition Proposal or inquiry and the identity of the person making any such request, Acquisition Proposal or inquiry and the Company’s response thereto. The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. The Company has agreed to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

Except as expressly permitted by this section “—Solicitation,” neither the Company Board nor any committee thereof will (i) withdraw or modify in a manner adverse to Parent or Purchaser, or propose to withdraw or modify in a manner adverse to Parent or Purchaser or fail to make, its approval or recommendation of the Offer or the Merger or of the Tender and Voting Agreement, the Merger Agreement and the other Transactions, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iii) take any action not previously taken to render the provisions of any anti-takeover statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) inapplicable to any person (other than Parent, Purchaser or their affiliates) or group or to any Acquisition Proposal, or (iv) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal; provided, however, that prior to the purchase of a majority of the Fully Diluted Shares pursuant to the Offer, the Company Board may terminate the Merger Agreement if, and only to the extent that (A) such Acquisition Proposal is a Superior Proposal, (B) the Company Board, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), determines in good faith that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties under applicable law, (C) the Company will, prior to or simultaneously with the taking of such action, have paid or pay to Parent or Purchaser or their designee the Termination Fee described under “—Termination Fee”, (D) the Company is not in material breach of its obligations described under “—Non-Solicitation”, (E) the Company will have notified Parent that the Company Board has resolved to recommend another tender of exchange offer to the shareholders of the Company, and (F) concurrently with such termination, the Company enters into a definitive acquisition agreement with respect to such Superior Proposal.

“Superior Proposal” means any proposal made by one or more third parties (the “Bidders”) to acquire, directly or indirectly, including pursuant to a tender offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or other similar transaction, all the shares of Shares then outstanding or all or substantially all of the assets of the Company and its subsidiaries for consideration consisting of all cash and such proposal is not otherwise subject to a financing or funding condition, which the Company Board determines in good faith (based on the written opinion of J.P. Morgan Securities Inc. or another financial advisor of nationally recognized reputation) to be more favorable to the holders of Shares from a financial point of view (taking into account any changes to the terms of the Merger Agreement and the Offer that have been proposed by Parent in response to such proposal and also taking into account the conditions and prospects for completion of such proposal) than the Offer, the Merger and the other Transactions taken as a whole.

Indemnification.    In the Merger Agreement, Parent and Purchaser agreed that the indemnification (and advancement of expenses) provisions of the articles of incorporation and bylaws of the Surviving Corporation as

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in effect at the Effective Time would not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time before the Effective Time were directors, officers, employees, agents, fiduciaries or other representatives of the Company or, at the request of the Company, were serving as such with respect to another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan). The parties also agreed that for a period of six years from the Effective Time, if the Surviving Corporation were merged into any other entity, the rights to indemnification in the articles of incorporation and bylaws of the Surviving Corporation would survive or be replaced with rights at least as favorable to the indemnified persons. The Surviving Corporation will honor each of the indemnification agreements to which the Company (or any of its present or former subsidiaries) and any of its or their present or former affiliates, directors and employees are a party as of the date of the Merger Agreement, without limit as to time.

The parties to the Merger Agreement agreed that the Surviving Corporation would indemnify for a period of six years the present and former officers and directors of the Company to the extent that those people were provided with indemnification under the Company’s articles of incorporation and bylaws as of the date of the Merger Agreement, and they agreed that for that period, successors to the Surviving Corporation would be bound by those provisions.

Parent and Purchaser agreed to pay for prepaid policies of directors’ and officers’ liability insurance, providing the people covered by the Company’s directors’ and officers’ liability insurance policy as of the date of the Merger Agreement with substantially similar coverage (in terms of scope of coverage and amount) for a period of six years after the Effective Time, with respect to matters arising on or before the Effective Time.

Employee Plans and Benefits and Agreements.

During the period commencing at the Effective Time and ending on the first anniversary thereof (the “Anniversary Period”), the Surviving Corporation will provide to persons who were employees of the Company or its subsidiaries immediately prior to the Effective Time (collectively, “Company Employees”) severance benefits substantially similar to the severance benefits provided to those Company Employees under the Hunt Co. Non-Officer Severance Plan and the Hunt Co. Officer Severance Plan (the “Severance Plans”) as they exist on the date of the Merger Agreement. During the Anniversary Period, the Surviving Corporation will provide to Company Employees salary and other benefits that are, in the aggregate substantially similar to those provided by the Company and its subsidiaries to such Company Employees immediately prior to the Effective Time (including, without limitation, benefits pursuant to qualified and nonqualified retirement plans, savings plans, medical, dental, disability and life insurance plans and programs, deferred compensation arrangements, bonus plans, and retiree benefit plans, policies and arrangements), but excluding for purposes of this comparison the Company’s long-term incentive programs or other Company Plans providing for compensation based on the equity of the Company and any such benefits provided prior to the Effective Time that consist of any equity-related compensation.

Except to the extent prohibited by law, with respect to any employee benefit plans in which any Company Employees first become eligible to participate on or after the Effective Time, and in which such Company Employees did not participate before the Effective Time, the Surviving Corporation will: (i) to the extent applicable, use commercially reasonable efforts to cause the waiver of all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any such new plan in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the Company Plan, agreement, policy or arrangement that provides the same type of benefits as it existed immediately before the Effective Time; (ii) provide each Company Employee with credit for any co-payments and deductibles paid before the Effective Time (to the same extent such credit was given under the appropriate Company Plan, agreement, policy or arrangement that provides the same type of benefits as it existed immediately before the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any such new plan in

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which such employees may be eligible to participate after the Effective Time; (iii) recognize all service of such Company Employees to the extent such Company Employee’s service was recognized by a Company Plan (or vacation, personal or sick day policy of the Company) as in effect on the date of the Merger Agreement for all purposes (including, without limitation, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, benefit accrual) in any new plan or policy in which such employees may be eligible to participate or receive benefits after the Effective Time, which provides the same type of benefits provided under the Company Plan as it existed immediately before the Effective Time and (iv) with respect to flexible spending accounts, provide each Company Employee with a credit for any salary reduction contributions made thereto and a debit for any expenses incurred thereunder with respect to the plan year in which the Effective Time occurs.

Notwithstanding anything described in the two foregoing paragraphs to the contrary, (i) the Surviving Corporation will not be required to take any actions under this section that would result in duplication of the benefits (including, without limitation, the accrual of benefits under a pension plan) with respect to any Company Employee, (ii) any new plan, program or arrangement adopted or maintained by the Surviving Corporation, that is not a plan, program or arrangement that provides the same type of benefits provided under a Company Plan as of the date immediately prior to the Effective Time will not be subject to the provisions of the foregoing paragraph, and (iii) nothing in this section will (A) subject to the provisions of the two foregoing paragraphs, prohibit any changes to or termination of the Company Plans (including, but not limited to, the Severance Plans) that are (x) required by law, or (y) necessary as a technical matter to reflect the transaction contemplated by the Merger Agreement, (B) require the Surviving Corporation to continue any particular Company Plan, agreement, policy or arrangement or prevent the amendment or termination thereof, (C) confer upon any Company Employee any right with respect to continued employment by the Surviving Corporation or any of their its ERISA Affiliates, or (D) create any third party beneficiary rights in any Company Employee, any beneficiary or any dependent thereof with respect to the compensation, terms and conditions of employment or benefits that may be provided to any Company Employee (or former Company Employee) by the Surviving Corporation or their ERISA Affiliates or under any benefit plan which the Surviving Corporation or their ERISA Affiliates may maintain or cause to be maintained with respect to such Company Employee.

Commercially Reasonable Efforts.    In the Merger Agreement, subject to the terms and conditions thereof, each of the parties will use commercially reasonably efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the Transactions. In case at any time after the Effective Time any further action is necessary to carry out the purposes of the Merger Agreement and the Tender and Voting Agreement, the proper officers and directors of each party to the Merger Agreement will take all such necessary action. Such commercially reasonable efforts will apply to, without limitation, the obtaining of all necessary consents, approvals or waivers from third parties and any Governmental Authority necessary to the consummation of the Transactions. Notwithstanding the foregoing or any other provisions contained in the Merger Agreement or the Tender and Voting Agreement to the contrary, none of Parent, the Company, or any of their respective affiliates will be under any obligation of any kind to (i) respond to a second request for information under the HSR Act or to enter into any negotiations or to otherwise agree with or litigate against any Governmental Authority, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Authority or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent’s affiliates.

Pursuant to the Merger Agreement, Parent and the Company will use commercially reasonable efforts to take any additional action that may be necessary, proper or advisable to (i) obtain from any Governmental Authority any consent, license, permit, waiver, approval, authorization (including, without limitation, SEC “no-action” letters) required or appropriate to be obtained by either Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of the Merger Agreement and the consummation of

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the Offer and the Merger and the other transactions contemplated, (ii) make all necessary filings, and thereafter make any required submissions with respect to the Offer and the Merger and the other Transactions required under the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities or other laws, and (iii) effect all other necessary registrations, filings and submissions. Each of the parties will (and will cause each of their respective subsidiaries to) cooperate and use commercially reasonable efforts to contest vigorously and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent that is in effect and restricts, prevents, prohibits or otherwise bars the consummation of the Offer or the Merger or any other Transaction.

Pursuant to the Merger Agreement, the Company and the Company Board will use commercially reasonable best efforts to ensure that if any state takeover statute or similar statute, rule or regulation becomes applicable to the Offer, the Merger, the Merger Agreement, the Tender and Voting Agreement or any other Transactions, the Merger and the other Transactions may be consummated as promptly as practicable on the terms in the Merger Agreement and the Tender and Voting Agreement and to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions.

Standstill Agreements.    During the period from the date of the Merger Agreement through the Effective Time, the Company will not terminate, amend, modify or waive any material provision of any confidentiality or standstill or similar agreement to which the Company or any of its subsidiaries is a party (other than any involving Parent or Purchaser). Subject to the foregoing, during such period, the Company agrees to enforce and agrees to permit (and, to the fullest extent permitted under applicable law, assigns its rights thereunder to Parent and Purchaser) Parent and Purchaser to enforce on its behalf as third party beneficiaries thereof, to the fullest extent permitted under applicable law, the provisions of any such agreements, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court or other tribunal having jurisdiction. In addition, the Company waives any rights the Company may have under any standstill or similar agreements to object to the transfer to Purchaser of all Shares held by shareholders covered by such standstill or similar agreements and hereby covenants not to consent to the transfer of any Shares held by such shareholders to any other person unless (i) the Company has obtained the specific, prior written consent of Parent with respect to any such transfer or (ii) the Merger Agreement has been terminated.

Shareholder Meeting.    The Merger Agreement provides that, to the extent required by applicable law and subject to the Company’s rights described under “—No Solicitation,” the Company will promptly after expiration of the Offer take all action necessary in accordance with the PBCL and its Articles of Incorporation and Bylaws to convene a meeting with the shareholders of the Company to consider and vote on the Merger and the Merger Agreement. At such shareholder meeting, all of the Shares then owned by Parent, Purchaser or any other subsidiary of Parent will be voted to approve the Merger and the Merger Agreement. The Company Board will recommend that the Company’s shareholders vote to approve the Merger and the Merger Agreement if such vote is sought, will use its commercially reasonable efforts to solicit from shareholders of the Company proxies in favor of the Merger and will take all other action in its judgment necessary and appropriate to secure the vote of shareholders required by the PBCL to effect the Merger.

Notwithstanding the foregoing, in the event that Purchaser acquires at least 80% of each of the Shares, the parties to the Merger Agreement will take all necessary and appropriate action to cause the Merger to become effective as a “short-form merger” without a meeting of the shareholders of the Company. See Section 13—“Plans for the Company; Other Matters”.

Conditions to the Merger.    The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions: (i) if required by the PBCL, the Merger Agreement will have been approved by the requisite affirmative vote of the shareholders of the Company in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree or injunction will have been enacted, entered, promulgated, or enforced by any court or Governmental Authority which is in effect and has the effect of prohibiting the consummation of the Merger and (iii) the

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waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act, if any, will have expired or been terminated, and (x) in the case of the Company’s obligations, all other governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated by the Merger Agreement will have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent would not reasonably be expected to have individually or in the aggregate a Company Material Adverse Effect and (y) in the case of Parent’s and Purchaser’s obligations, all other governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated by the Merger Agreement will have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent would not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect.

Termination.    The Merger Agreement may be terminated and the Merger contemplated thereby may be abandoned at any time (notwithstanding approval thereof by the shareholders of the Company) prior to the Effective Time:

(a)  by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser;

(b)  by Parent, Purchaser or the Company if any court of competent jurisdiction or other Governmental Authority will have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or ruling or other action is or will have become nonappealable;

(c)  by the Company if (i) Purchaser fails to commence the Offer or (ii) Purchaser will not have accepted for payment and paid for the Shares pursuant to the Offer in accordance with the terms thereof on or before January 31, 2003;

(d)  by Parent or the Company if the Offer is terminated or withdrawn pursuant to its terms or the conditions described in Section 15—“Certain Conditions of the Offer” without any Shares being purchased thereunder;

(e)  by Parent or Purchaser, if due to an occurrence or circumstance that if occurring after the commencement of the Offer would make it impossible to satisfy any of the conditions described in Section 15—“Certain Conditions of the Offer”, Purchaser will have failed to commence the Offer;

(f)  by the Parent or Purchaser prior to the purchase of any Shares pursuant to the Offer, if the conditions described in paragraphs (a) and (b) of Section 15—“Certain Conditions of the Offer”, are not satisfied and remain uncured after the expiration of the applicable cure period;

(g)  by the Company prior to the purchase of any Shares pursuant to the Offer if (i) there will have been a material breach of any representation or warranty in the Merger Agreement on the part of Parent or Subsidiary which causes a Parent Material Adverse Effect or (ii) Parent or Purchaser will not have performed or complied with, in all material respects, each covenant or agreement contained in the Merger Agreement and required to be performed or complied with by them, and such breach causes a Parent Material Adverse Effect, and which breach, in the case of either clause (i) and clause (ii) above, will not have been cured in all material respects prior to the earlier of (A) 10 business days following notice of such breach to Parent and Purchaser by the Company and (B) January 31, 2003;

(h)  by the Company prior to the purchase of Shares pursuant to the Offer, concurrently with the execution of a definitive acquisition agreement under the circumstances described under “—Acquisition Transactions”, provided, that such termination under this subparagraph will not be effective unless (x) the Company and Company Board will have complied in all material respects with all their obligations described under  “—Acquisition Transactions” and the Company will have paid the Termination Fee pursuant (as defined below)

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and (y) the Company will have provided Parent and Purchaser with at least three business days’ written notice prior to terminating the Merger Agreement, which notice will be accompanied by (1) a copy of the proposed definitive acquisition agreement with respect to the Superior Proposal that the Company proposes to accept and (2) the Company’s written certification that it has determined that (A) such Acquisition Proposal is a Superior Proposal and (B) the Company Board, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), determines in good faith that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties under applicable law, and (3) the representation that the Company will, in the absence of any other Superior Proposal, execute such a definitive acquisition agreement unless Parent or Purchaser modify the Offer or the Merger Agreement such that the Company Board determines that the Offer and the Merger (as so modified) are at least as favorable as such Superior Proposal;

(i)  by Parent or Purchaser if (i) the Company will have notified Parent that the Company Board has resolved to recommend another tender or exchange offer to the shareholders of the Company, (ii) the Company Board or any committee thereof will have withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9) in a manner adverse to Parent or Purchaser its approval or recommendation of the Offer, the Merger, any of the Transactions or the Merger Agreement, or will have approved or recommended to the Company’s shareholders an Acquisition Proposal or any other acquisition of Shares other than the Offer and the Merger, or will have adopted any resolutions to effect any of the foregoing or (iii) the Company Board will have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transactions or the Merger Agreement within two business days following Parent’s or Subsidiary’s written request to do so; or

(j)  by Parent or Purchaser prior to the purchase of any Shares pursuant to the Offer if any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, will have acquired beneficial ownership of more than 25% of the outstanding Shares or will have consummated or entered into a definitive agreement or an agreement in principle to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Merger Agreement, had a Schedule 13D or 13G on file with the SEC will have acquired or proposed to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, constituting 20% or more of any such class or series, or will have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company constituting 20% or more of any such class or series (it being understood that the execution of the Tender and Voting Agreement by the Company shareholders that are parties and the performance of their obligations thereunder will not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision).

In the event of termination and abandonment of the Merger Agreement pursuant to the provision set forth under “—Termination” above, the Merger Agreement, except for certain provisions, will become void and have no effect, without any liability on the part of any party or its affiliates, directors, officers or shareholders; provided however, that neither party will be relieved of its liability for any willful and intentional breach of any covenant or agreement of such party contained in the Merger Agreement. To the extent the Company then owes Parent a Termination Fee pursuant to the provisions described under “—Termination Fee” at the time of such termination, termination by the Company pursuant to the provisions set forth under “—Termination” above will not be effective unless paid to or simultaneously therewith such Termination Fee is paid to Parent”.

Termination Fee.    Except as provided below, the Merger Agreement provides that all fees and expenses incurred by the parties thereto will be paid by the party which has incurred such fees and expenses, except that (a) Parent will pay the reasonable expenses of the Company, Parent and Subsidiary (including without limitation, filing fees and attorney’s fees) in connection with HSR filing or antitrust investigations by any Governmental Authority or proceeding and (b) the Company and Parent will share equally the expenses incurred in connection

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with the filing, printing and mailing of the Proxy Statement, if any, and the Offer Documents. If (i) Parent or Purchaser terminates the Merger Agreement pursuant to paragraph (f) under “—Termination” above in circumstances when, prior to any such termination any third party will have made or publicly announced an intention to make or consummate an Acquisition Proposal and within 9 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal; (ii) Parent or Purchaser terminates the Merger Agreement pursuant to paragraph (i) under “—Termination” above; (iii) Parent or Purchaser terminates the Agreement pursuant to paragraph (j) under “—Termination” above and within 9 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal; or (iv) the Merger Agreement is terminated by the Company pursuant to paragraph (h) under “—Termination” above, then the Company will pay to Parent a termination fee in cash equal to $4,000,000 plus Expenses which will be then, in each case, paid to Parent within two business days following the date of the occurrence described in such clause or prior to or simultaneously with any such termination by the Company as described in paragraph (i) under “—Termination” or paragraph (h) under “—Termination”. Any payment required to be made pursuant to this paragraph will be made to Parent by wire transfer of immediately available funds to an account designated by Parent. The payment of the Termination Fee will not be deemed to constitute liquidated damages.

“Expenses” will mean the reasonable documented out of pocket costs and expenses, not to exceed $750,000, incurred by Parent and Subsidiary and their affiliates with respect to or arising out of the negotiation and execution of this Agreement, the Tender and Voting Agreement, the Confidentiality Agreement and the performance of the Transactions, including all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants and travel expenses, disbursements and other external or internal out of pocket costs or expenses.

Tender and Voting Agreement.

The following is a summary of certain provisions of the Tender and Voting Agreement. This summary is not a complete description of the terms and conditions of the Tender and Voting Agreement and is qualified in its entirety by reference to the full text of the Tender and Voting Agreement which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. Capitalized terms not otherwise defined below shall have the meanings set forth in the Tender and Voting Agreement. The Tender and Voting Agreement may be examined, and copies obtained, as set forth in Section 9—“Certain Information Concerning the Parent and Purchaser” of this Offer to Purchase.

Pursuant to the Tender and Voting Agreement, each Certain Shareholder agreed to validly tender (or cause the record owner of such shares to validly tender) and sell (and not withdraw) Shares to the Purchaser pursuant to and in accordance with the terms of the Offer as promptly as reasonably possible and in any event prior to the tenth business day after commencement of the Offer. With respect to each Certain Shareholder, the Tender and Voting Agreement applies to all of the then outstanding Shares beneficially owned by such Shareholder (including the Shares outstanding as of the date of the Tender and Voting Agreement and set forth in the Tender and Voting Agreement opposite such Certain Shareholder’s name). In the event that, notwithstanding the provisions of the first sentence of this paragraph, any Shares beneficially owned by a Certain Shareholder are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Shares will remain subject to the terms of the Tender and Voting Agreement. Each Certain Shareholder acknowledges that Purchaser’s obligation to accept for payment and pay for Shares tendered in the Offer is subject to all the terms and conditions of the Offer. The Certain Shareholders executing the Tender and Voting Agreement include: four separate irrevocable trusts established by the George E. Bartol III (“Bartol”), one such trust for the benefit of

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each of Bartol’s four daughters; an irrevocable trust established by Bartol for the benefit of his grandchildren; an irrevocable trust established by Bartol for the benefit of Joshua Wolszon; an irrevocable trust established by Bartol for the benefit of Jamie Wolszon; an irrevocable trust U/D/T 10/09/1979 for the benefit of M.B. Vallely; an irrevocable trust U/D/T 10/16/1984 for the benefit of C.B. Vallely; an irrevocable trust U/D/T 10/16/1984 for the benefit of A. MacInnes; an irrevocable trust U/D/T 10/16/1984 for the benefit of Stockon MacInnes; and the following individuals Thomas Vallely, Victoria Vallely, Richard Wolszon, Mary Wolszon, Katherine Stenson-Lunt, Gordon MacInnes, M. Blair MacInnes, Donald L. Thompson and Benjamin MacInnes.

Each Certain Shareholder (a) agreed that at any annual, special, postponed or adjourned meeting of the shareholders of the Company it will cause the Shares such Certain Shareholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum and to vote or consent and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of the Tender and Voting Agreement, as his true and lawful attorney and proxy for and in his or its name, place and stead, to vote all the Shares such Certain Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the shareholders of the Company (and this appointment will include the right to sign his or its name (as shareholder) to any consent, certificate or other document relating to the Company that laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) and (b) above, (1) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby (2) against any Acquisition Proposal, (3) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or the Tender and Voting Agreement and (4) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by the Tender and Voting Agreement and the Merger Agreement.

The Tender and Voting Agreement will terminate upon the earliest of: (i) the day after all of the Shares are accepted for payment pursuant to the Offer, (ii) the Effective Time and (iii) termination of the Merger Agreement pursuant to its terms.

Confidentiality Agreement.

The following is a summary of certain provisions of the Confidentiality Agreement, dated September 9, 2002, by and between the Company and Berwind. This summary is not a complete description of the terms of the Confidentiality Agreement and is qualified in its entirety by reference to the full text of the Confidentiality Agreement which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. Capitalized terms not otherwise defined below shall have the meanings set forth in the Confidentiality Agreement. The Confidentiality Agreement may be examined, and copies obtained, as set forth in the last paragraph of Section 8—“Certain Information Concerning the Company.”

Berwind agreed not to disclose to third parties the confidential information provided to it by the Company and to use such information only for the purposes set forth therein. In addition, Berwind agreed for a period of two years not to acquire shares, or solicit proxies with respect to, the securities of the Company.

Berwind Demand Note.

The following is a summary of certain provisions of the Demand Note, dated November 8, 2002, issued by Parent to Berwind (the “Berwind Demand Note”). This summary is not a complete description of the terms of the Berwind Demand Note and is qualified in its entirety by reference to the full text of the Berwind Demand Note which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. Capitalized terms not otherwise defined below shall have the meanings set forth in the Berwind Demand Note. The Berwind Demand Note may be examined, and copies obtained, as set forth in the last paragraph of Section 9—“Certain Information Concerning Parent and Purchaser.”

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Berwind provided a demand loan in the principal amount of $71,000,000 to Parent. The outstanding principal and interest on the loan is due and payable on the demand of Berwind. The loan will accrue interest on the principal amount at the Prime Rate less 1.75%.

TBC Demand Note.

The following is a summary of certain provisions of the Demand Note, dated November 8, 2002, issued by Parent to TBC (the “TBC Demand Note”). This summary is not a complete description of the terms of the TBC Demand Note and is qualified in its entirety by reference to the full text of the TBC Demand Note which is filed with the SEC as an exhibit to the Schedule TO and is incorporated herein by reference. Capitalized terms not otherwise defined below shall have the meanings set forth in the TBC Demand Note. The TBC Demand Note may be examined, and copies obtained, as set forth in the last paragraph of Section 9—“Certain Information Concerning Parent and Purchaser.”

TBC provided a demand loan in the principal amount of $29,000,000 to Parent. The outstanding principal and interest on the loan is due and payable on the demand of TBC. The loan will accrue interest on the principal amount at the Prime Rate less 1.75%.

13.  Plans for the Company; Other Matters.

Plans for the Company.    Based on a preliminary review of the Company’s operations, it is currently expected that, initially following the Merger, the business and operations of the Company will generally continue as they are currently being conducted. Parent will continue to evaluate all aspects of the business, operations, capitalization and management of the Company during the pendency of the Offer. If, as and to the extent that Purchaser acquires control of the Company, Parent and Purchaser will complete such evaluation and review of the Company and will determine what, if any, changes would be desirable in light of the circumstances and the strategic business portfolio which then exist. Such changes could include, among other things, restructuring the Company through changes in the Company’s business, corporate structure, articles of incorporation, by-laws, capitalization or management or involve consolidating and streamlining certain operations and reorganizing other businesses and operations. In addition, subject to the terms of the Merger Agreement, Parent currently intends to terminate the declaration of dividends on the Company’s Shares after the consummation of the Offer.

Assuming the Minimum Condition is satisfied and Purchaser purchases Shares pursuant to the Offer, Parent intends to promptly exercise its rights under the Merger Agreement to obtain majority representation on, and control of, the Company Board. See Section 12—“Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements.” Parent presently intends to exercise its rights by causing Company to elect to the Company Board its designees, selected from among the individuals (who are currently officers or directors of Parent) identified in Schedule I hereto and in the Schedule 14D-9. The Merger Agreement also provides that the directors of Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation at and after the Effective Time. Purchaser or an affiliate of Purchaser may, following the consummation or termination of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender offer or exchange offer or otherwise, upon such terms and at such prices as it shall determine, which may be more or less than the price paid in the Offer. Purchaser and its affiliates also reserve the right to dispose of any or all Shares acquired by them, subject to the terms of the Merger Agreement.

Except as disclosed in this Offer to Purchase, and except as may be effected in connection with the integration of operations and after the consideration of strategic alternatives referred to above, neither Parent nor Purchaser has any present plans or proposals that would result in an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale or transfer of a material amount of assets, involving the Company or any of its subsidiaries, or any material changes in the Company’s capitalization, corporate structure, business or composition of its management or the Company Board.

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Shareholder Approval.    Under the PBCL and the Company’s Articles of Incorporation, the approval of the Company Board and the affirmative vote by the holders of a majority of the total number of outstanding Shares entitled to vote at a meeting of the Company’s shareholders are required to adopt and approve the Merger Agreement and the Merger. The Company has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by the Company and the consummation by the Company of the transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to the approval of the Merger and the Merger Agreement by the Company’s shareholders in accordance with the PBCL. In addition, the Company has represented that the affirmative vote of the holders of a majority of the votes cast by the holders of Shares with each Share entitled to one vote per share is the only vote of the holders of any class or series of the Company’s capital stock which is necessary to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the PBCL described below (in which case no further corporate action by the shareholders of the Company will be required to complete the Merger), the only remaining required corporate action of the Company will be the approval of the Merger Agreement and the Merger by the affirmative vote of the holders of a majority of the votes cast by the holders of Shares with each Share entitled to one vote per share. The Merger Agreement provides that Parent will vote, or cause to be voted, all of the Shares then owned by Parent, Purchaser or any of Parent’s other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of the Merger Agreement.

Short-Form Merger.    Section 1924(b)(1) of the PBCL provides that, if a corporation owns at least 80% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may either merge such subsidiary into itself or merge itself into such other corporation, in either case, without any action or vote on the part of the board of directors or the shareholders of such other corporation (a “short-form merger”). In the event that Purchaser acquires in the aggregate at least 80% of the outstanding Shares pursuant to the Offer or otherwise, then, at the election of Parent, a short-form merger could be effected without any further approval of the Company Board or the shareholders of the Company, subject to compliance with the provisions of Section 1924(b)(1) of the PBCL. In the Merger Agreement, Purchaser and the Company have agreed that Purchaser may extend the Offer on one or more occasions for an aggregate period of not more than ten business days if the Minimum Condition has been satisfied but less than 80% of the Shares have been validly tendered and not properly withdrawn. Even if Purchaser does not own 80% of the Shares following the consummation of the Offer, Purchaser could seek to purchase additional Shares in the open market or otherwise in order to reach the 80% threshold and employ a short-form merger. The consideration paid for any Shares so acquired in open market purchases may be greater or less than that paid in the Offer. Parent and Purchaser presently intend to effect a short-form merger, if permitted to do so under the PBCL, pursuant to which Purchaser will be merged with the Company.

Dissenters’ Rights.    Shareholders do not have dissenters’ rights as a result of the Offer. However, if the Merger is consummated, shareholders may have certain rights pursuant to the provisions of Subchapter 15D of the PBCL or any successor or replacement provision to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. The shareholders will only be entitled to dissenters’ rights in the Merger if, prior to the Merger, the Shares are no longer listed on the NYSE or other securities exchange and the Shares are held beneficially and of record by less than 2,000 persons. If the statutory procedures are complied with and dissenters’ rights are applicable, such rights could lead to a judicial determination of the fair value required to be paid in cash to such dissenting shareholders. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Merger Consideration or the market value of the Shares, including asset values and the investment value of the Shares. The fair value so determined could be more or less than the per Share Merger Consideration.

In circumstances in which dissenters’ rights are applicable, if any shareholder who demands appraisal but fails to perfect, or effectively withdraws or loses his right to appraisal and payment, as in accordance with the procedures of Subchapter 15D of the PBCL, the Shares of such shareholder will be converted into the per Share Merger Consideration in accordance with the Merger Agreement.

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The foregoing discussion is not a complete statement of law pertaining to dissenters’ rights under the PBCL and is qualified in its entirety by the full text of Subchapter 15D of the PBCL.

Failure to follow the steps required by subchapter 15D of the PBCL for perfecting dissenters’ rights may result in loss of such rights. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the PBCL.

Going Private Transactions.    The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes, however, that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger would be effected within one year following consummation of the Offer and in the Merger shareholders would receive the same price per Share as paid in the Offer. If Rule 13e-3 were applicable to the Merger, it would require, among other things, that certain financial information concerning the Company, and certain information relating to the fairness of the proposed transaction and the consideration offered to minority shareholders in such a transaction, be filed with the SEC and disclosed to minority shareholders prior to consummation of the transaction. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time. See Section 7—“Effect of the Offer on the Market for Common Shares, Share Quotation; Exchange Act Registration; Margin Regulations.” If such registration were terminated, Rule 13e-3 would be inapplicable to any such future Merger or such alternative transaction.

14.  Dividends and Distributions.

The Merger Agreement provides that between the date of the Merger Agreement and the Effective Time, the Company may not (i) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a wholly-owned direct or indirect subsidiary of the Company by a wholly-owned direct or indirect subsidiary of the Company; (ii) redeem, purchase, acquire or offer or propose to redeem, purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock; or (iii) authorize for issuance, issue, sell, offer, deliver, pledge or otherwise encumber or agree, propose to offer or commit to issue, sell, deliver, pledge or otherwise encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any additional shares of its capital stock of any class or other securities or equity equivalents (including, without limitation, stock options and any stock appreciation rights) or securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for any capital stock of the Company other than as provided in the Merger Agreement), except that (1) the Company may issue shares upon exercise of options or the vesting of stock grants outstanding on the date of the Merger Agreement, in accordance with their respective terms as in effect on the date of the Merger Agreement, and (2) any subsidiary of the Company may issue capital stock or other securities to the Company or to another wholly owned subsidiary of the Company.

15.  Certain Conditions of the Offer.

Notwithstanding any other provision of the Offer or the Merger Agreement, in addition to (and not in limitation of) Purchaser’s rights pursuant to the Merger Agreement to extend and amend the Offer in accordance with the Merger Agreement, Purchaser will not be required to accept for payment or, subject to Rule 14e-1(c) of the Exchange Act, pay for and may delay the acceptance for payment of or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any Shares not theretofore accepted for payment or paid for, and Purchaser may terminate or amend the Offer (subject to certain provisions of the Merger Agreement) if (i) the Minimum Condition has not been satisfied, (ii) any applicable waiting period under the HSR Act will not have expired or been terminated or (iii) at any time on or after the date of the Merger Agreement and prior to the time of

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acceptance of such Shares for payment or the payment therefor, any of the following conditions has occurred and continues to exist:

(a)  any (i) representations and warranties of the Company set forth in Section 5.1, 5.2, 5.4(a), 5.5(a), 5.5(d), 5.9, 5.10, 5.16, 5.19, 5.20, 5.21 or 5.27 of the Merger Agreement shall not be true and correct in any material respect (determined without regard to any knowledge qualifications therein) as of such time (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct in any material respect as of such date) or (ii) the representations and warranties of the Company in the Merger Agreement shall not be true and correct (determined without regard to any knowledge qualifications or any materiality or Company Material Adverse Effect qualifications therein), as of such time (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct as of such date), except for purposes of this subclause (ii) to the extent the failure of such representations and warranties to be true and correct in the aggregate could not reasonably be expected to have a Company Material Adverse Effect, and in the case of both subclauses (i) and (ii), which breach or breaches shall not have been cured in all material respects prior to the earlier of (A) 10 business days following notice of such breach and (B) January 31, 2003;

(b)  the Company shall not have performed and complied with, in all material respects, each material covenant or agreement contained in the Merger Agreement and required to be performed or complied with by it and which breach shall not have been cured in all material respects prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2003;

(c)  there shall be pending any suit, action, or proceeding by any Governmental Authority, which has a reasonable possibility of success, (i) challenging the acquisition by Parent or Purchaser of the Shares, seeking to make illegal, materially delay, make materially more costly or otherwise restrain or prohibit the making or consummation of the Offer and the Merger or seeking to obtain from the Company, Parent or Purchaser any damages or penalties that are material in relation to the Company and its subsidiaries taken as whole, (ii) seeking to prohibit or materially limit the ownership or operation by the Company, or Parent or any of their respective subsidiaries or affiliates of any of the material businesses or assets of the Company, Parent or any of their respective subsidiaries or affiliates, to dispose of or hold separate such material businesses or assets, as a result of the Offer, the Merger or any of the other Transactions, (iii) seeking to impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any Shares accepted for payment pursuant to the Offer including, without limitation, the right to vote the Shares accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries or affiliates from effectively controlling the businesses of the Company or its subsidiaries in any material respect, (v) requiring divestiture by Purchaser or any of its affiliates of any Shares or (vi) which otherwise could reasonably be expected to have a Company Material Adverse Effect;

(d)  there shall be any statute, rule, regulation, judgment, order or injunction (including with respect to competition or antitrust matters) enacted, entered, enforced, promulgated or issued, or any statute, rule or regulation which has been proposed by the relevant legislative or regulatory body and is reasonably likely to be enacted, with respect to or deemed applicable to, or any material consent or approval withheld or any other action shall be taken with respect to (i) Parent, the Company or any of their respective subsidiaries or affiliates or (ii) the Offer or the Merger or any of the other Transactions by any Governmental Authority or court, that has resulted or is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) though (vi) of the paragraph immediately above;

(e)  except as filed in the Filed Company SEC Reports or Company Disclosure Schedules since the date of the Merger Agreement there shall have occurred any events, changes, effects or developments that, individually or in the aggregate has a Company Material Adverse Effect;

(f)  (i) the Company Board or any other committee thereof shall have withdrawn, amended, modified or changed (including by amendment of the Schedule 14D-9); their recommendation of the Offer, the Merger

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Agreement and the Merger or any of the other Transactions or approved or recommended to the Company’s shareholders an Acquisition Proposal or shall have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transactions or the Merger Agreement within five business days following Parent’s or Purchaser’s written request to do so;

(g)  the Merger Agreement shall have been terminated in accordance with its terms;

(h)  any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser, any of their affiliates, or any group of which any of them is a member, shall have acquired beneficial ownership of more than 25% of the outstanding Shares or shall have consummated or entered into a definitive agreement or an agreement in principle to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Merger Agreement, had a Schedule 13D or 13G on file with the SEC shall have acquired or proposed to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, constituting 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company (including the Shares) constituting 20% or more of any such class or series (it being understood that the execution of the Tender and Voting Agreement by the Company shareholders that are parties thereto shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

(i)  the Company shall not have taken all action necessary to enable those persons designated by Purchaser pursuant to the Merger Agreement to become members of the Company Board, subject to the acceptance for payment of and payment for not less than a majority of the Fully Diluted Shares of Company by Purchaser pursuant to the Offer; or

(j)  there shall have occurred and be continuing (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange (excluding any coordinated trading halt triggered as a result of a specified decrease in a market index) which continues uninterrupted for a period in excess of ten business hours, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States any Governmental Authority and (iii) any mandatory limitation, by any Governmental Authority on the extension of credit by banks or other lending institutions.

The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition and may be waived by Purchaser or Parent, in whole or in part, at any time and from time to time, in the sole discretion of Purchaser or Parent. The failure by Purchaser or Parent or any of their respective affiliates at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

“Company Material Adverse Effect” means any change, event, circumstance or effect, individually or when aggregated with other such changes, events, circumstances or effects, (i) that is or may reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries taken as a whole, or (ii) that materially impairs the ability of the Company to perform its material obligations under the Merger Agreement or the consummation of the Transactions; provided, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any change in the Company’s stock price or trading volume, in and of itself; (b) any change, event, circumstance or effect that results from (i) changes in or affecting the industry in which the Company operates generally, which change, event, circumstance or effect does not disproportionately affect the Company in any material respect (ii) changes affecting the United States economy generally, or (iii) the public announcement or pendency

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of the Offer, the Merger or the other Transactions, in and of themselves, or (c) the failure of the Company to meet any projections with respect to its businesses or performance, in and of itself, for any period ending after the date of the Merger Agreement.

16.  Certain Legal Matters and Regulatory Approvals.

General.    Except as described in this Section 16, based on a review of publicly available filings made by the Company with the SEC and other publicly available information concerning the Company, neither Parent nor Purchaser is aware of any license or regulatory permit that is material to the business of the Company and its subsidiaries, taken as a whole, and is likely to be adversely affected by the acquisition of Shares by Parent or Purchaser pursuant to the Offer, the Merger or otherwise, or of any approval or other action by any governmental, administrative or regulatory agency or authority, domestic or foreign, that would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer, the Merger or otherwise, except for those approvals and actions which Parent and Purchaser presently expect to obtain. To the extent that any such approval or other action is required, Purchaser and Parent presently contemplate that such approval or other action will be sought, except as described below under “—State Antitakeover Statutes.” While, except as otherwise described in this Offer to Purchase, Purchaser does not presently intend to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, will be obtained or will be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to the Company’s business or that certain parts of the Company’s business might not have to be disposed of, or other substantial conditions complied with, in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, Purchaser could decline to accept for payment, or pay for, any Shares tendered. See Section 15—“Certain Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to governmental actions.

The Company is incorporated under the laws of Pennsylvania. The Pennsylvania Takeover Disclosure Law (“PTDL”) purports to regulate certain attempts to acquire a corporation which (1) is organized under the laws of Pennsylvania or (2) has its principal place of business and substantial assets located in Pennsylvania. In Crane Co. v. Lam, the United States District Court for the Eastern District of Pennsylvania preliminarily enjoined, on grounds arising under the United States Constitution, enforcement of at least the portion of the PTDL involving the pre-offer waiting period thereunder. Section 8(a) of the PTDL provides an exemption for any offer to purchase securities as to which the board of directors of the target company recommends acceptance to its shareholders, if at the time such recommendation is first communicated to shareholders the offeror files with the Pennsylvania Securities Commission (“PSC”) a copy of the Schedule TO and certain other information and materials, including an undertaking to notify shareholders of the target company that a notice has been filed with the PSC which contains substantial additional information about the offering and which is available for inspection at the PSC’s principal office during business hours. The Company Board has unanimously approved the transactions contemplated by the Merger Agreement and recommended acceptance of the Offer and the Merger to the Company’s shareholders. While reserving and not waiving its right to challenge the validity of the PTDL or its applicability to the Offer, Purchaser is making a Section 8(a) filing with the PSC in order to qualify for the exemption from the PTDL. Pursuant to Section 10 of the PTDL, Purchaser will submit the appropriate $50 notice filing fee along with the Section 8(a) filing. Additional information about the Offer has been filed with the PSC pursuant to the PTDL and is available for inspection at the PSC’s office at Eastgate Office Building, 2nd Floor, 1010 North 7th Street, Harrisburg, PA 17102-1410 during business hours.

Chapter 25 of the PBCL contains other provisions relating generally to takeovers and acquisitions of certain publicly owned Pennsylvania corporations such as the Company that have a class or series of shares entitled to vote generally in the election of directors of a corporation registered under the Exchange Act (a “registered corporation”). The following discussion is a general and highly abbreviated summary of certain features of such chapter, is not intended to be complete or to completely address potentially applicable exceptions or exemptions, and is qualified in its entirety by reference to Chapter 25 of the PBCL.

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In addition to other provisions not applicable to the Offer or the Merger, Subchapter 25D of the PBCL includes provisions requiring approval of a merger of a registered corporation with an “interested shareholder” in which the “interested shareholder” is treated differently from other shareholders, by the affirmative vote of the shareholders entitled to cast at least a majority of the votes that all shareholders other than the interested shareholder are entitled to cast with respect to the transaction without counting the votes of the interested shareholder. This disinterested shareholder approval requirement is not applicable to a transaction (i) approved by a majority of disinterested directors, (ii) in which the consideration to be received by shareholders is not less than the highest amount paid by the interested shareholder in acquiring his shares, or (iii) effected without submitting the merger to a vote of shareholders as permitted in Section 1924(b)(1)(ii) of the PBCL. Purchaser currently believes that the disinterested shareholder approval requirement of Subchapter 25D will not be applicable to the contemplated Merger because of prior approval of the Merger by disinterested members of the Company Board.

Subchapter 25E of the PBCL provides that, in the event that Purchaser (or a group of related persons, or any other person or group of related persons) were to acquire Shares representing at least 20% of the voting power of the Company, in connection with the Offer or otherwise (a “Control Transaction”), shareholders of the Company would have the right to demand “fair value” of such shareholders’ Shares and to be paid such fair value upon compliance with the requirements of Subchapter 25E. Under Subchapter 25E, “fair value” may not be less than the highest price per share paid by the controlling person or group at any time during the 90-day period ending on and including the date of the Control Transaction, plus an increment, if any, representing any value, including, without limitation, any proportion of value payable for acquisition of control of the Company, that may not be reflected in such price. The Company has opted out of Subchapter 25E by an amendment to its Articles of Incorporation and has represented to Parent and Purchaser that Subchapter 25E is not applicable to the transactions contemplated by the Merger Agreement.

Subchapter 25F of the PBCL prohibits under certain circumstances certain “business combinations,” including mergers and sales or pledges of significant assets, of a registered corporation with an “interested shareholder” for a period of five years. Subchapter 25F exempts, among other things, business combinations approved by the board of directors prior to a shareholder becoming an interested shareholder and transactions with interested shareholders who beneficially owned shares with at least 15% of the total voting power of a corporation on March 23, 1988 and remain so to the share acquisition date. The Company has represented to Parent and Purchaser that Subchapter 25F is not applicable to the contemplated Merger.

Subchapter 25G of the PBCL, relating to “control-share acquisitions,” prevents under certain circumstances the owner of a control-share block of shares of a registered corporation from voting such shares unless a majority of both the “disinterested” shares and all voting shares approve such voting rights. Failure to obtain such approval may result in a forced sale by the control-share owner of the control-share block to the corporation at a possible loss. The Company has opted out of Subchapter 25G in its Bylaws and has represented to Parent and Purchaser that Subchapter 25G is not applicable to the transactions contemplated by the Merger Agreement.

Subchapter 25H of the PBCL, relating to disgorgement by certain controlling shareholders of a registered corporation following attempts to acquire control, provides that under certain circumstances any profit realized by a controlling person from the disposition of shares of the corporation to any person (including to the corporation under Subchapter 25G or otherwise) will be recoverable by the corporation. The Company has opted out of Subchapter 25H in its Bylaws and has represented to Parent and Purchaser that Subchapter 25H is not applicable to the transactions contemplated by the Merger Agreement.

Subchapter 25I of the PBCL entitles “eligible employees” of a registered corporation to a lump sum payment of severance compensation under certain circumstances if the employee is terminated, other than for willful misconduct, within 90 days before voting rights lost as a result of a control-share acquisition are restored by a vote of disinterested shareholders. Subchapter 25J of the PBCL provides protection against termination or impairment under certain circumstances of “covered labor contracts” of a registered corporation as a result of a

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“business combination transaction” if the business operation to which the covered labor contract relates was owned by the registered corporation at the time voting rights are restored by shareholder vote after a control-share acquisition. The Company has represented to Parent and Purchaser that Subchapters 25I and 25J are not applicable to the transactions contemplated by the Merger Agreement.

Section 2504 of the PBCL provides that the applicability of Chapter 25 of the PBCL to a registered corporation having a class or series of shares entitled to vote generally in the election of directors registered under the Exchange Act or otherwise satisfying the definition of a registered corporation under Section 2502(l) of the PBCL shall terminate immediately upon the termination of the status of the corporation as a registered corporation. The purchase of a substantial number of Shares pursuant to the Offer may result in the Company being able to terminate its Exchange Act registration, although Parent has no current intention to do so prior to the Effective Time.

A number of states have adopted laws and regulations that purport to apply to attempts to acquire corporations that are incorporated in such states, or whose business operations have substantial economic effects in such states, or which have substantial assets, shareholders, employees, principal executive offices or principal places of business in such states. In Edgar v. MITE Corp., the Supreme Court of the United States (the “Supreme Court”) invalidated on constitutional grounds the Illinois Business Takeover statute, which, as a matter of state securities law, made certain corporate acquisitions more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining shareholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of shareholders in the state and were incorporated there.

Purchaser does not believe that the antitakeover laws and regulations of any state other than the Commonwealth of Pennsylvania will by their terms apply to the Offer, and, except as set forth above with respect to the PBCL, Purchaser has not attempted to comply with any state antitakeover statute or regulation. Purchaser reserves the right to challenge the applicability or validity of any state law purportedly applicable to the Offer and nothing in this Offer to Purchase or any action taken in connection with the Offer is intended as a waiver of such right. If it is asserted that any state antitakeover statute is applicable to the Offer and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer or may be delayed in consummating the Offer. In such case, Purchaser may not be obligated to accept for payment, or pay for, any Shares tendered pursuant to the Offer. See Section 15—“Certain Conditions of the Offer”.

The Company, directly or through its subsidiaries, conducts business in a number of states throughout the United States, some of which may have enacted antitakeover laws. If any state takeover statute or similar statute, rule or regulation (Pennsylvania or otherwise) becomes applicable to the Offer, the Merger, the Merger Agreement, the Tender and Voting Agreement or any other Transaction, the Company and its Board of Directors will use commercially reasonable efforts to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and the Tender and Voting Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions.

United States Antitrust.    The Offer and the Merger are subject to the HSR Act, which provides that certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the United States Federal Trade Commission (the “FTC”) and certain waiting period requirements have been satisfied.

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The rules promulgated by the FTC require the filing by each of Parent and the Company of a Notification and Report Form with respect to the Offer under the HSR Act. Parent made the required filing on November 12, 2002. The waiting period under the HSR Act with respect to the Offer will expire at 11:59 p.m., New York City time, on the fifteenth day after the date Parent’s form was filed unless early termination of the waiting period is granted. However, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material from Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth day after substantial compliance by Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the Antitrust Division or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay consummation of the transaction while such negotiations continue. Purchaser will not accept for payment Shares tendered pursuant to the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have been satisfied. See Section 15—“Certain Conditions of the Offer”.

The FTC and the Antitrust Division frequently scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as Purchaser’s acquisition of Shares pursuant to the Offer and the Merger. At any time before or after Purchaser’s acquisition of Shares, the Antitrust Division or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares pursuant to the Offer or otherwise seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. Based upon an examination of publicly available information provided by the Company relating to the businesses in which the Company and its subsidiaries are engaged, Parent believes that the acquisition of Shares by Purchaser will not violate the Antitrust Laws. Nevertheless, there can be no assurance that a challenge to the Offer or other acquisition of Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 15 for certain conditions to the Offer, including conditions with respect to litigation and certain government actions.

As used in this Offer to Purchase, “Antitrust Laws” shall mean and include the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Applicable Foreign Antitrust Laws.    Other than the filings with the Antitrust Division and the FTC as described above, and except as identified in the Merger Agreement, Parent does not believe that any additional pre-merger antitrust filings are required with respect to the Offer or the Merger. To the extent that any additional antitrust filings

17.  Fees and Expenses.

Purchaser and Parent have retained Georgeson Shareholder Communications Inc. to serve as the Information Agent and American Stock Transfer & Trust Company to serve as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by personal interview, mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, banks, trust companies and other nominees to forward the Offer materials to beneficial holders. The Information Agent and the Depositary will each receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against certain liabilities and expenses in connection with their services, including certain liabilities under the Federal securities laws.

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Except as set forth above, neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

18.  Miscellaneous.

The Offer is being made solely by this Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser shall make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

No person has been authorized to give any information or to make any representation on behalf of Parent or Purchaser not contained herein or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

Purchaser and Parent have filed with the SEC the Schedule TO pursuant to Section 14(d)(1) of the Exchange Act and Rule 14d-3 promulgated thereunder, together with exhibits, furnishing certain additional information with respect to the Offer. In addition, the Company has filed with the SEC the Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, setting forth its recommendation with respect to the Offer and the reasons for its recommendation and furnishing certain additional related information. Such Schedules and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the same manner set forth in Section 8—“Certain Information Concerning the Company” of this Offer to Purchase (except that such material will not be available at the regional offices of the SEC). Neither the delivery of this Offer to Purchase nor any purchase pursuant to the Offer will under any circumstances create any implication that there has been no change in the affairs of Parent, the Purchaser, the Company or any of their respective subsidiaries since the date any information is furnished or the date of this Offer to Purchase.

FAC ACQUISITION CORPORATION

November 15, 2002

40

SCHEDULE I

INFORMATION CONCERNING DIRECTORS AND

EXECUTIVE OFFICERS OF FAC HOLDING CORPORATION AND FAC ACQUISITION

CORPORATION; AND TRUSTEES OF THE MEMBER TRUSTS, DIRECTORS AND EXECUTIVE

OFFICERS OF THE BERWIND COMPANY LLC, THE SOLE SHAREHOLDER OF FAC HOLDING CORPORATION

1.  Directors and Executive Officers of FAC Acquisition Corporation.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Purchaser. Each such person is a citizen of the United States of America, unless otherwise noted, and the business address of each such person is 3000 Centre Square West, Philadelphia, PA 19102, 215-563-2800.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
James L. Hamling	President (November 2002 to present) of FAC Acquisition Corporation; President (November 2002 to present) of FAC Holding Corporation; and Director, President and Chief Executive Officer of The Berwind Company LLC (January 2002 to present). Mr. Hamling was President, Chief Executive Officer and Chief Operating Officer (February 2001 to June 2001) of a predecessor of The Berwind Company LLC and Berwind Corporation; and is Director (February 2001 to present), President (January 2002 to present) and Chief Executive Officer (January 2002 to present) of The Berwind Company LLC and Berwind Corporation. Mr. Hamling is also President and Director (January 1998 to present) of Berwind Industries LLC; and trustee of certain of the member trusts of The Berwind Company LLC.
Van Billet	Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Acquisition Corporation; Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Holding Corporation; Vice President and Chief Financial Officer of The Berwind Company LLC; and Vice President and Chief Financial Officer (May 2002 to Present) of Berwind Corporation. Mr. Billet was Senior Vice President and Chief Financial Officer of Hercules, Inc. (November 2000 to May 2001) and Vice President Finance (June 2000 to November 2000) of Hercules, Inc. Mr. Billet was Vice President and Chief Financial Officer of PJM Interconnection, LLC (September 1999 to June 2000). Mr. Billet served as Vice President – Finance, Vice President & Controller and Team Leader – Finance (September 1996 to May 1999) of Lyondell Chemical Company/ARCO Chemical Company.
Victoria R. Richards	Director, Vice President and Treasurer (November 2002 to present) of FAC Acquisition Corporation; Director, Vice President and Treasurer (November 2002 to present) of FAC Holding Corporation; Vice President, Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of The Berwind Company LLC; and Vice President, Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of Berwind Corporation. Ms. Richards was Senior Relationship Manager and Vice President of PNC Bank (1987-1999).

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Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Melissa Lang	Assistant Treasurer (November 2002 to present) of FAC Acquisition Corporation; Assistant Treasurer (November 2002 to present) of FAC Holding Corporation; and Assistant Treasurer (March 2001 to present) of Berwind Corporation. Ms. Lang was Vice President (December 1998 to March 2001) of PNC Bank and Analyst (December 1997 to December 1998) of Reliance Insurance Co.
Mary A. LaRue	Secretary (November 2002 to present) of FAC Holding Corporation; Secretary (November 2002 to present) of FAC Acquisition Corporation; and Secretary of The Berwind Company LLC (January 2002 to Present). Ms. LaRue has been Secretary of Berwind Corporation for more than the past five years.

2.  Directors and Executive Officers of FAC Holding Corporation.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of FAC Holding Corporation. Each such person is a citizen of the United States of America, unless otherwise noted, and the business address and telephone number of each such person is 3000 Centre Square West, Philadelphia, PA 19102, 215-563-2800.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
James L. Hamling	President (November 2002 to present) of FAC Holding Corporation; President (November 2002 to present) of FAC Acquisition Corporation; and Director, President and Chief Executive Officer of The Berwind Company LLC (January 2002 to present). Mr. Hamling was President, Chief Executive Officer and Chief Operating Officer (February 2001 to June 2001) of a predecessor of The Berwind Company LLC and Berwind Corporation; and is Director (February 2001 to present), President (January 2002 to present) and Chief Executive Officer (January 2002 to present) of The Berwind Company LLC and Berwind Corporation. Mr. Hamling is also President and Director (January 1998 to present) of Berwind Industries LLC; and trustee of certain of the member trusts of The Berwind Company LLC.
Van Billet	Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Holding Corporation; Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Acquisition Corporation; Vice President and Chief Financial Officer of The Berwind Company LLC; and Vice President and Chief Financial Officer (May 2002 to Present) of Berwind Corporation. Mr. Billet was Senior Vice President and Chief Financial Officer of Hercules, Inc. (November 2000 to May 2001) and Vice President Finance (June 2000 to November 2000) of Hercules, Inc. Mr. Billet was Vice President and Chief Financial Officer of PJM Interconnection, LLC (September 1999 to June 2000). Mr. Billet served as Vice President – Finance, Vice President & Controller and Team Leader – Finance (September 1996 to May 1999) of Lyondell Chemical Company/ARCO Chemical Company.

I-2

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Victoria R. Richards	Director, Vice President and Treasurer (November 2002 to present) of FAC Holding Corporation; Director, Vice President and Treasurer (November 2002 to present) of FAC Acquisition Corporation; Vice President, Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of The Berwind Company LLC; and Vice President, Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of Berwind Corporation. Ms. Richards was Senior Relationship Manager and Vice President of PNC Bank (1987-1999).
Melissa Lang	Assistant Treasurer (November 2002 to present) of FAC Holding Corporation; Assistant Treasurer (November 2002 to present) of FAC Acquisition Corporation; and Assistant Treasurer (March 2001 to present) of Berwind Corporation. Ms. Lang was Vice President (December 1998 to March 2001) of PNC Bank and Analyst (December 1997 to December 1998) of Reliance Insurance Co.
Mary A. LaRue	Secretary (November 2002 to present) of FAC Holding Corporation; Secretary (November 2002 to present) of FAC Acquisition Corporation; and Secretary (January 2002 to present) of The Berwind Company LLC. Ms. LaRue has been Secretary of Berwind Corporation for more than the past five years.

3.  Directors, Executive Officers and Trustees of the Member Trusts of The Berwind Company LLC, the Sole Shareholder of FAC Holding Corporation.    The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director, executive officer and trustee of each of the member trusts of The Berwind Company LLC. Unless otherwise indicated, each such person is a citizen of the United States of America and the business address and telephone number of each such person is 3000 Centre Square West, Philadelphia, PA 19102,  215-563-2800.

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
C.G. Berwind, Jr.	Chairman and Director of The Berwind Company LLC (January 2002 to present); Trustee of one of the member trusts of The Berwind Company LLC; Chairman and Director of Berwind Corporation. Mr. Berwind has been trustee of one of the member trusts of The Berwind Company LLC, and Chairman and Director of Berwind Corporation for more than the past five years.
C. Graham Berwind, III	Trustee of one of the member trusts of The Berwind Company LLC; and Senior Vice President of Melrose Hotel Group. Mr. Berwind has held the foregoing positions for more than the past five years.
Jessica M. Berwind	Trustee of certain of the member trusts of The Berwind Company LLC. Ms. Berwind has held the foregoing position for more than the past five years.
James D. Berwind 2424 E. Las Olas Blvd. Ft. Lauderdale, FL 33301	Trustee of one of the member trusts of The Berwind Company LLC; and President Atlantic Yard Co. (August 1998 to present). Mr. Berwind has been a trustee of such trust for more than the past five years.

I-3

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Joanna B. Creamer	Vice Chairman of The Berwind Company LLC (January 2002 to present); Trustee of certain of the member trusts of The Berwind Company LLC. Ms. Creamer has been a trustee of such trusts for more than the past five years.
Van Billet	Vice President and Chief Financial Officer of The Berwind Company LLC (May 2002 to present); Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Acquisition Corporation; Director, Vice President and Chief Financial Officer (November 2002 to present) of FAC Holding Corporation; and Vice President and Chief Financial Officer (May 2002 to Present) of Berwind Corporation. Mr. Billet was Senior Vice President and Chief Financial Officer of Hercules, Inc. (November 2000 to May 2001) and Vice President Finance (June 2000 to November 2000) of Hercules, Inc. Mr. Billet was Vice President and Chief Financial Officer of PJM Interconnection, LLC (September 1999 to June 2000). Mr. Billet served as Vice President – Finance, Vice President & Controller and Team Leader – Finance (September 1996 to May 1999) of Lyondell Chemical Company/ARCO Chemical Company.
James L. Hamling	Director, President and Chief Executive Officer of The Berwind Company LLC (January 2002 to present). President (November 2002 to present) of FAC Acquisition Corporation; President (November 2002 to present) of FAC Holding Corporation. Mr. Hamling was President, Chief Executive Officer and Chief Operating Officer (February 2001 to June 2001) of a predecessor of The Berwind Company LLC and Berwind Corporation; and is Director (February 2001 to present), President (January 2002 to present) and Chief Executive Officer (January 2002 to present) of The Berwind Company LLC and Berwind Corporation. Mr. Hamling is also President and Director (January 1998 to present) of Berwind Industries LLC; and trustee of certain of the member trusts of The Berwind Company LLC.
Mary A. LaRue	Secretary of The Berwind Company LLC; Secretary (November 2002 to present) of FAC Holding Corporation; Secretary (November 2002 to present) of FAC Acquisition Corporation; and Secretary of Berwind Corporation. Ms. LaRue has been Secretary of The Berwind Company LLC and Berwind Corporation for more than the past five years.
Pamela I. Lehrer	Vice President, General Counsel (January 2002 to present) of The Berwind Company LLC; Vice President, General Counsel (July 1998 to present) of Berwind Corporation; General Counsel and Corporate Secretary (January 1995 to July 1998) of Day & Zimmermann International, Inc.
Bruce J. McKenney	Director (January 2002 to present) of The Berwind Company LLC; Vice President, Financial Planning (January 2002 to present) of The Berwind Company LLC; and Director (January 1999 to present), Vice President, Financial Planning (January 2002 to present) of Berwind Corporation. Mr. McKenney was Senior Vice President Administration (January 1999 to December 2001) of Berwind Corporation and Vice President Administration (January 1998 to December 1998) of Berwind Corporation.

I-4

Name and Address	Present Principal Occupation or Employment; Material Positions Held During the Past Five Years
Thomas B. Morris, Jr. 1717 Arch Street 4000 Bell Atlantic Tower Philadelphia, PA 19103	Director of The Berwind Company LLC; Director of Berwind Corporation; and trustee of certain of the member trusts of The Berwind Company LLC. Mr. Morris has been a partner at Dechert and held the foregoing positions for more than the past five years.
Victoria R. Richards	Vice President Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of The Berwind Company LLC; Director, Vice President and Treasurer (November 2002 to present) of FAC Acquisition Corporation; Director, Vice President and Treasurer (November 2002 to present) of FAC Holding Corporation; and Vice President, Corporate Development (April 2002 to present) and Treasurer (September 1999 to present) of Berwind Corporation. Ms. Richards was Senior Relationship Manager and Vice President of PNC Bank (1987 to 1999).

I-5

Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at the applicable address set forth below:

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Registered or Certified Mail,	By Facsimile Transmission:
Hand or Overnight Courier:	(For Eligible Institutions Only)
American Stock Transfer & Trust Company	(718) 234-5001
59 Maiden Lane	For Confirmation Call:
New York, New York 10038	(877) 777-0800

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other tender offer materials may be directed to the Information Agent at the address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms Please Call:  (212) 440-9800

All Others Call Toll Free:  (866) 870-4330

EX-99.(A)(1)(B)

EXHIBIT (a)(1)(B)

Letter of Transmittal

To Tender

Common Shares

of

Hunt Corporation

Pursuant to the Offer to Purchase

Dated November 15, 2002

by

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

CITY TIME, ON FRIDAY, DECEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Registered or Certified Mail,	By Facsimile Transmission:
Hand or Overnight Courier:	(For Eligible Institutions Only)
American Stock Transfer & Trust Company	(718) 234-5001
59 Maiden Lane	For Confirmation Call:
New York, New York 10038	(877) 777-0800

Delivery of this Letter of Transmittal to an address other than as set forth above or transmissions of instructions via facsimile to a number other than as set forth above, will not constitute a valid delivery to the Depositary.

You must sign this Letter of Transmittal in the appropriate space therefor provided below with signature guarantee, if required, and complete the Substitute Form W-9 set forth below.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
	Shares Tendered (Attach additional signed list if necessary)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate Number(s)(1)	Number of Shares Represented by Certificate(s)(1)	Number of Shares Tendered(2)
	Total Shares
(1)    NEED NOT BE COMPLETED BY SHAREHOLDERS WHO DELIVER SHARES BY BOOK-ENTRY TRANSFER. (2)    UNLESS OTHERWISE INDICATED, ALL SHARES REPRESENTED BY SHARE CERTIFICATES DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED. SEE INSTRUCTION 4.

This Letter of Transmittal is to be used by shareholders of Hunt Corporation if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Instruction 2 below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in Section 3 of the Offer to Purchase). Shareholders who deliver Shares by book-entry transfer are referred to herein as “Book-Entry Shareholders” and other shareholders who deliver Shares are referred to herein as “Certificate Shareholders.”

Shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution                                                                                                                                                                       

Account Number                                                                                                                                                                                                

Transaction Code Number                                                                                                                                                                              

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s)                                                                                                                                                                 

Window Ticket Number (if any)                                                                                                                                                                  

Date of Execution of Notice of Guaranteed Delivery                                                                                                                           

Name of Institution that Guaranteed Delivery                                                                                                                                         

If delivered by Book-Entry Transfer, check box: ¨

Account Number                                                                                                                                                                                                

Transaction Code Number                                                                                                                                                                              

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE INSTRUCTIONS SET FORTH IN

THIS LETTER OF TRANSMITTAL CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”), and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania corporation, the above-described shares of common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), pursuant to Purchaser’s offer to purchase all outstanding Shares at a price of $12.50 per Share, net to the Seller in cash, without interest thereon (the “Common Stock Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2002, and in this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of November 11, 2002 (the “Merger Agreement”), by and among Parent, Purchaser and the Company.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after November 11, 2002 (collectively, “Distributions”)) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Van Billet and Victoria R. Richards, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company’s shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s shareholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, and that when the same are accepted for payment by Purchaser,

3

Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. This tender is irrevocable; provided that the Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after January 17, 2003, subject to the withdrawal rights set forth in Section 4 of the Offer to Purchase.

The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and/or return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the “Special Payment Instructions” to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered.

4

¨ CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.

NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN CERTIFICATES:                             

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) To be completed ONLY if the check for the purchase price of Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for Shares not tendered or not accepted for payments are to be issued in the name of someone other than the undersigned or if Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above. Issue check and/or stock certificate(s) to: Name                                                                                                (Please Print) Address                                                                                            (Include Zip Code) (Tax Identification or Social Security Number) ¨        Credit Shares delivered by book-entry transfer and not purchased to the Book-Entry Transfer Facility account. Account number                                                                           SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment is to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Shares Tendered.” Mail check and/or stock certificates to: Name                                                                                                (Please Print) Address                                                                                            (Zip Code) (Taxpayer Identification or Social Security Number) (See Substitute Form W-9)

5

IMPORTANT

SIGN HERE

(Complete Substitute Form W-9 below)

(Signature(s) of Owner(s))

Name(s)                                                                                                                                                                                                                           

Name of Firm                                                                                                                                                                                                                

(Please Print)

Capacity (full title)                                                                                                                                                                                                      

(See Instruction 5)

Address                                                                                                                                                                                                                            

(Zip Code)

Area Code and Telephone Number                                                                                                                                                                        

Taxpayer Identification or Social Security Number                                                                                                                                        

(See Substitute Form W-9)

Dated_____________________________, 2002

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized signature(s)                                                                                                                                                                                             

Name(s)                                                                                                                                                                                                                           

Name of Firm                                                                                                                                                                                                                

(Please Print)

Address                                                                                                                                                                                                                            

(Zip Code)

Area Code and Telephone Number                                                                                                                                                                        

Dated:                                                                                       , 2002

6

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.  Guarantee Of Signatures.    No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2.  Delivery Of Letter Of Transmittal And Shares; Guaranteed Delivery Procedures.    This Letter of Transmittal is to be completed by shareholders of the Company either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth herein and in Section 3 of the Offer to Purchase. For a shareholder validly to tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees or an Agent’s Message (in connection with book-entry transfer) and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the New York Stock Exchange is open for business.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

The signatures on this Letter of Transmittal cover the Shares tendered hereby.

The method of delivery of the Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholder. The Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering shareholders, by executing this Letter of Transmittal (or a manually signed facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment.

3.  Inadequate Space.    If the space provided herein under “Description of Shares Tendered” is inadequate, the number of Shares tendered and the certificate numbers with respect to such Shares should be listed on a separate signed schedule attached hereto.

4.  Partial Tenders.    (Not applicable to shareholders who tender by book-entry transfer). If fewer than all the Shares evidenced by any certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.  Signatures On Letter Of Transmittal; Stock Powers And Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any share certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment or certificates for Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

6.  Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if certificates for Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates evidencing the Shares tendered hereby.

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7.  Special Payment And Delivery Instructions.    If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any shareholder(s) delivering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such shareholder(s) may designate in the box entitled “Special Payment Instructions.” If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered.

8.  Requests For Assistance Or Additional Copies.    Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at the address and phone number set forth below, or from brokers, dealers, commercial banks or trust companies.

9.  Waiver Of Conditions.    Subject to the Merger Agreement, Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered.

10.  Backup Withholding.    In order to avoid “backup withholding” of Federal income tax on reportable payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 in this Letter of Transmittal and certify, under penalties of perjury, whether the shareholder is subject to federal backup withholding.

Federal backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return.

If the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such shareholder should write “Applied For” in the space provided for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9, and the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 30% all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days. If the Depositary is not provided with a TIN within 60 days of its receipt of the Substitute Form W-9, the Depositary will remit any previously withheld amount to the Internal Revenue Service as backup withholding. The Depository cannot refund amounts withheld by reason of backup withholding.

Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. See the “Important Tax Information” that follows and the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

11.  Lost, Destroyed Or Stolen Certificates.    If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares lost. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

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IMPORTANT TAX INFORMATION

Under Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such shareholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below. If such shareholder is an individual, the taxpayer identification number is his social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

Certain shareholders (including, among others, all corporations, and certain foreign individuals) are not subject to these federal backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement (on Internal Revenue Service Form W-8 BEN), signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Depositary. Exempt shareholders, other than foreign individuals, should furnish their TIN, write “Exempt” on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

If federal backup withholding applies, the Depositary is required to withhold 30% of any reportable payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent federal backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder’s correct taxpayer identification number by completing the form contained herein certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer identification number) and that (i) such shareholder is exempt from federal backup withholding, (ii) such shareholder has not been notified by the Internal Revenue Service that such shareholder is subject to federal backup withholding as a result of a failure to report all interest and dividends, or (iii) the Internal Revenue Service has notified such shareholder that such shareholder is no longer subject to federal backup withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such shareholder should write “Applied For” in the space provided for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9, and the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 30% of all reportable payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days. If the Depository is not provided with a TIN within 60 days of its receipt of the Substitute Form W-9, the Depository will remit any previously withheld amount to the Internal Revenue Service as backup withholding.

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PAYER’S NAME:    American Stock Transfer & Trust Company, as Depositary

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification		Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN:                                Social Security Number or Employer Identification Number
		Part II—For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
	Certification—Under penalties of perjury, I certify that (1) the number shown on this form is my correct TIN (or I am waiting for a number to be issued to me). (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (as defined for United States federal income tax purposes). The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Signature:                                                                                                                                                      SIGNATURE:                                                                                DATE:                                     , 2002

Certification Instructions—Certification Instructions — You must cross out item (2) in Part III above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Officer or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 30% of all reportable payments pursuant to the Offer made to me thereafter will be withheld. If I do not provide a TIN within 60 days, any amounts so retained will be remitted to the Internal Revenue Service as backup withholding.

SIGNATURE:                                                                                                                                  Date:                                                , 2002

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The Information Agent for the Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms Please Call: (212) 440-9800

All Others Call Toll Free: (866) 870-4330

EX-99.(A)(1)(C)

EXHIBIT (a)(1)(C)

Notice of Guaranteed Delivery

for

Tender of Common Shares

of

Hunt Corporation

to

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates for Shares (as defined below) are not immediately available, (ii) if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase described below), or (iii) if time will not permit all required documents to reach the Depositary prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Registered or Certified Mail,	By Facsimile Transmission:
Hand or Overnight Courier:	(For Eligible Institutions Only)
American Stock Transfer & Trust Company	(718) 234-5001
59 Maiden Lane	For Confirmation Call:
New York, New York 10038	(877) 777-0800

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania corporation, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated November 11, 2002 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”), receipt of which is hereby acknowledged, the number of common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), set forth below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Signature(s)
	Address(es)
Name(s) of Record Holder(s)
	Zip Code
Please Print or Type
	Area Code and Tel. No.(s)
	Taxpayer Identification or
	Social Security Number
Number of Shares
Certificate No.(s) (If Available)
	Check box if Shares will be
	tendered by book-entry transfer: ¨
Dated                                                                          , 2002
	Account Number

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

DELIVERY GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary’s accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, within three trading days (as defined in the Offer to Purchase) after the date hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certifications for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm	Authorized Signature
Address	Name                                                                                          Please Print or Type
Zip Code	Title
Area Code and Tel. No.	Date                                                                              , 2002

NOTE:  DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES

               SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

EX-99.(A)(1)(D)

EXHIBIT (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Common Shares

of

Hunt Corporation

at

$12.50 Net Per Share

by

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.

November 15, 2002

To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:

FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania corporation, has offered to purchase all outstanding common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), at a price of $12.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2002 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least a majority of the Fully Diluted Shares (as defined in the Offer to Purchase) and (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. The Offer is also subject to the other conditions set forth in the Offer to Purchase. See Sections 1 and 15 of the Offer to Purchase.

The Board of Directors of the Company unanimously (i) approved the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger (as defined in the Offer to Purchase), (ii) determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s shareholders and (iii) recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.  The Offer to Purchase dated November 15, 2002;

2.  The Letter of Transmittal, including a Certification of Taxpayer Identification Number on Substitute Form W-9, for your use in accepting the Offer and tendering Shares and for the information of your clients (facsimile copies of the Letter of Transmittal with manual signature(s) may be used to tender Shares);

3.  The Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents are not immediately available or cannot be delivered to American Stock Transfer & Trust Company (the “Depositary”), or if the procedures for book-entry transfer cannot be completed, by the Expiration Date (as defined in the Offer to Purchase);

4.  A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5.  A printed Solicitation/Recommendation Statement on Schedule 14D-9 dated November 15, 2002, which has been filed by the Company with the Securities and Exchange Commission;

6.  Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 (shareholders who fail to complete and sign the Substitute Form W-9 may be subject to a required federal backup withholding tax and 30% of any reportable payments to such shareholder or other payee may be withheld pursuant to the Offer); and

7.  A return envelope addressed to the Depositary.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and pay for Shares which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance of such Shares for payment pursuant to the Offer. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company, pursuant to the procedures described in Section 3 of the Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) all other documents required by the Letter of Transmittal.

Neither Purchaser nor any officer, director, shareholder, agent or other representative of Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers.

Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 13, 2002 UNLESS THE OFFER IS EXTENDED.

In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer of Shares, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the Instructions set forth in the Letter of Transmittal and in the Offer to Purchase.

If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.

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Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

FAC ACQUISITION CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.(A)(1)(E)

EXHIBIT (a)(1)(E)

Offer to Purchase for Cash

All Outstanding Common Shares

of

Hunt Corporation

at

$12.50 Net Per Share

by

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK 

CITY TIME, ON FRIDAY, DECEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.

November 15, 2002

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated November 15, 2002 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania corporation, to purchase all outstanding common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), at a price of $12.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal enclosed herewith. We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is invited to the following:

1.  The tender price for Shares is $12.50 per Share, net to you in cash without interest.

2.  The Offer is being made for all outstanding Shares.

3.  The Board of Directors of the Company unanimously (i) approved the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger (each as defined in the Offer to Purchase), (ii) determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s shareholders and (iii) recommends that the shareholders accept the Offer and tender their Shares pursuant to the Offer.

4.  The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on Friday, December 13, 2002, unless the Offer is extended.

5.  The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates a number of Shares representing at least a majority of the Fully Diluted Shares (as defined in the Offer to Purchase) and (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. The Offer is also subject to the other conditions set forth in the Offer to Purchase. See Sections 1 and 15 of the Offer to Purchase.

6.  Shareholders who fail to complete and sign the Substitute Form W-9 may be subject to a required federal backup withholding tax and 30% of any reportable payments to such shareholder or other payee may be withheld pursuant to the Offer.

7.  Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser shall make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

2

INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF HUNT CORPORATION.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated November 15, 2002 and the related Letter of Transmittal in connection with the Offer by FAC Acquisition Corporation, a Pennsylvania corporation and a wholly owned subsidiary of FAC Holding Corporation, a Pennsylvania corporation, to purchase all outstanding shares of common stock, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation.

This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Number of Shares tendered:*                                                                                                                                                       

Certificate Nos. (if available):                                                                                                                                                       

Check the box if Shares will be tendered by book-entry transfer: ¨

Account No:                                                                                                                                                                                        

Dated:                                                                                           , 2002

SIGN HERE

Signature(s):                                                                                                                                                                                         

Please type or print address(es):                                                                                                                                                    

Area Code and Telephone Number:                                                                                                                                            

Taxpayer Identification or Social Security Number(s):                                                                                                        

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

PLEASE RETURN THIS FORM TO THE

BROKERAGE FIRM MAINTAINING YOUR ACCOUNT

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EX-99.(A)(1)(F)

EXHIBIT (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.    Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the SOCIAL SECURITY number of—
1.   An individual’s account	The individual
2.   Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.   Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4.   Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.   Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.   Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.   a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.   Sole proprietorship account	The owner(4)
For this type of account:	Give the EMPLOYER IDENTIFICATION number of—
9.   A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10.   Corporate account	The corporation
11.   Religious, charitable, or educational organization account	The organization
12.   Partnership account held in the name of the business	The partnership
13.   Association, club, or other tax-exempt organization	The organization
14.   A broker or registered nominee	The broker or nominee
15.   Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code of 1986, as amended)

Page 2

Resident Aliens.    If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (“ITIN”). Enter it on the portion of the Form W-9 or substitute Form W-9 where the SSN would be entered. If you do not have an ITIN, see “Obtaining a Number” below.

Name.    If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

Obtaining a Number.    If you do not have a taxpayer identification number (“TIN”), either because you are an individual and you do not have a social security number, or you are an entity, and you do not have an employee identification number, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card Number, from your local office of the Social Security Administration. To apply for an EIN, obtain Form SS-4, Application for Employer Identification Number, from the Internal Revenue Service (the “IRS”) by calling 1-800-829-3676 or visiting the IRS’s Internet web site at www.irs.gov. Resident aliens who are not eligible to get an SSN and need an TIN should obtain Form W-7, Application for Individual Taxpayer Identification Number, from the IRS by calling 1-800-829-3676 or visiting the IRS’s Internet web site at www.irs.gov. If you do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer before you are subject to backup withholding on payments. Other payments are subject to backup withholding without regard to the 60-day rule until you provide your TIN. Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Payees Exempt from Backup Withholding.    Exempt payees described below should still file Form W-9 or substitute Form W-9 to avoid possible erroneous backup withholding.

FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

The following is a list of payees who may be exempt from backup withholding and for which no information reporting is required:

1. An organization exempt from tax under section 501(a), an individual retirement plan (“IRA”) or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

2. The United States or any of its agencies or instrumentalities.

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4. A foreign government or any of its political subdivisions, agencies or instrumentalities.

5. An international organization or any of its agencies or instrumentalities.

6. A corporation.

7. A foreign central bank of issue.

8. A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

9. A futures commission merchant registered with the Commodity Futures Trading Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

12. A common trust fund operated by a bank under section 584(a).

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code of 1986, as amended)

Page 3

13. A financial institution.

14. A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

15. A trust exempt from tax under section 664 or described in section 4947.

For interest and dividends, all listed payees are exempt except the payee in (9). For broker transactions, payees listed in items (1) through item (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding:

• Medical and health care payments.

• Attorneys’ fees.

• Payments for services paid by a federal executive agency.

Payments Exempt from Backup Withholding

Payments of dividends and patronage dividends generally not subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding on interest of $600 or more paid in the course of the payer’s trade or business if you have not provided your correct TIN to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the payer an appropriate completed Form W-8.

Privacy Act Notice.—Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are qualified to file a tax return. Payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code of 1986, as amended)

Page 4

Penalties

(1) Failure to Furnish TIN.—If you fail to furnish your correct TIN to a requester (the person asking you to furnish your TIN), you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you made a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT

YOUR TAX CONSULTANT OR THE IRS.

EX-99.(A)(5)(B)

EXHIBIT (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is being made solely by the Offer to Purchase dated November 15, 2002 and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares.Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of ) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

Notice of Offer to Purchase for Cash

All Outstanding Common Shares

of

Hunt Corporation

at

$12.50 Net Per Share

by

FAC Acquisition Corporation

a wholly owned subsidiary of

FAC Holding Corporation

FAC Acquisition Corporation, a Pennsylvania corporation (“Purchaser”) and a wholly owned subsidiary of FAC Holding Corporation (“Parent”), a Pennsylvania corporation, is offering to purchase all outstanding common shares, par value $.10 per share (the “Shares”), of Hunt Corporation, a Pennsylvania corporation (the “Company”), at a price of $12.50 per Share, in cash net to the seller, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2002 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn immediately prior to the expiration of the Offer or otherwise acquired by Parent or any of its affiliates prior to the expiration of the Offer a number of Shares representing at least a majority of the Fully Diluted Shares (as defined in the Offer to Purchase) and (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. The Offer is also subject to the other conditions set forth in the Offer to Purchase. See Sections 1 and 15 of the Offer to Purchase.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of November 11, 2002 (the “Merger Agreement”), by and among Parent, Purchaser and the Company. Pursuant to the Merger Agreement and the Pennsylvania Business Corporation Law (the “PBCL”), as promptly as practicable after the completion of the Offer and satisfaction or waiver, if permissible, of all conditions contained in the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation in the Merger. At the effective time of the Merger (the “Effective Time”), each Share then outstanding, other than Shares held by (A) the Company or any of its subsidiaries, (B) Parent or Purchaser or any of their subsidiaries and (C) holders of Shares who properly perfect their dissenters’ rights under the PBCL, if applicable, will be converted into the right to receive $12.50 net to Seller in cash, without interest thereon. The Merger Agreement is more fully described in Section 12 of the Offer to Purchase.

The Board of Directors of the Company unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, (ii) determined that the Offer and the Merger are fair to, and in the best interests of, the Company’s shareholders and (iii) recommends that shareholders accept the Offer and tender their Shares pursuant to the Offer.

Simultaneously with the execution and delivery of the Merger Agreement, Parent and Purchaser, on the one hand, and certain shareholders on the other hand (the “Certain Shareholders”), entered into a Tender and Voting Agreement dated as of November 11, 2002 (the “Tender and Voting Agreement”). The Tender and Voting Agreement relates to the 3,292,167 Shares owned by the Certain Shareholders, as well as 519,783 of Shares subject to Options (as defined in the Offer to Purchase), of which 511,783 such Options are presently exercisable. The issued and outstanding Shares subject to the Tender and Voting Agreement currently represent approximately 33% of the Fully Diluted Shares. The issued and outstanding Shares and presently exercisable Options subject to the Tender and Voting Agreement together represent approximately 38% of the Fully Diluted Shares. Pursuant to the Tender and Voting Agreement, each Certain Shareholder has agreed, among other things, to tender in the Offer, and not withdraw therefrom, the Shares owned by such Certain Shareholders, as well as any other Shares acquired prior to the expiration of the Offer including pursuant to the exercise of Options. The Tender and Voting Agreement is more fully described in Section 12 of the Offer to Purchase.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn, if, as and when Purchaser gives oral or written notice to the Depositary (as defined in the Offer to Purchase) of Purchaser’s acceptance for payment of such Shares. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering shareholders. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with respect thereto), (ii) a Letter of Transmittal (or a manually signed facsimile thereof ), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering shareholders at different times if delivery of the certificates and other required documents occur at different times.

Under no circumstances will interest be paid on the purchase price to be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making such payment.

The term “Expiration Date” shall mean 12:00 Midnight, New York City time, on Friday, December 13, 2002, unless and until Purchaser (in accordance with the terms of the Merger Agreement), shall have extended the period of time during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire.

Subject to the terms of the Merger Agreement and applicable rules and regulations of the Securities and Exchange Commission, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to (a) extend the period of time during which the Offer is open and thereby delay acceptance for payment of and the payment for any Shares by giving oral or written notice of such extension to the Depositary and (b) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary. Any extension, delay, waiver, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

Except as otherwise provided in the Offer to Purchase, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth in the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered for the account of an Eligible Institution (as defined in the Offer to Purchase), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility’s procedures. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 of the Offer to Purchase at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Shares Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

The Company has provided Purchaser with the Company’s shareholder lists and security position listings for the purpose of disseminating the Offer to shareholders. The Offer to Purchase, the related Letter of Transmittal and other relevant documents will be mailed to record holders of Shares whose names appear on the shareholder lists, and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholder lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information and should be read carefully before any decision is made with respect to the Offer.

Questions and requests for assistance or additional copies of the Offer to Purchase, Letter of Transmittal and other tender offer documents may be directed to the Information Agent at the address and telephone number set forth below, and copies will be furnished promptly at Purchaser’s expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or other person other than the Information Agent for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

Georgeson Shareholder

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokers Please Call: (212) 440-9800

All Others Call Toll Free: (866) 870-4330

November 15, 2002

18065    Georgeson Shareholder Communications

Farrington & Favia Inc. (212) 244-7970

Description: Hunt Corporation

November02/GeorgesonShareholder/18065-D-02

11/14/02    hj/jn    Proof 5  4  3

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EX-99.(A)(5)(C)

EXHIBIT (a)(5)(C)

FAC Initiates Tender Offer For Hunt Corporation

Philadelphia, Pennsylvania, November 15, 2002, FAC Acquisition Corporation (“FAC”) and Hunt Corporation (NYSE: HUN) (“Hunt”) jointly announced today that FAC has initiated its previously announced tender offer for all of the outstanding common shares of Hunt at a cash price of $12.50 per share.

The tender offer is being made pursuant to the Agreement and Plan of Merger by and among FAC Holding Corporation, FAC and Hunt, which the parties entered into on November 11, 2002. The tender offer will expire at 12:00 midnight, New York City time, on Friday, December 13, 2002, unless extended. Following successful completion of the tender offer, any remaining common shares will be acquired in a cash merger at the same price as is paid in the tender offer.

The respective Boards of Directors of the parties have unanimously approved the tender offer. The consummation of the tender offer is subject to customary conditions, including that at least a majority of the fully diluted shares are tendered in the tender offer, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. FAC will file a tender offer statement with the SEC and Hunt will file a solicitation/recommendation statement with the SEC with respect to the offer. Investors and security holders of Hunt are urged to read each of the tender offer statement and the solicitation/recommendation statement referenced in this press release because they contain important information about the transaction.

J.P. Morgan Securities Inc. advised Hunt in this transaction. Georgeson Shareholders Communications Inc. is acting as Information Agent for the tender offer.

Caution Concerning Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are found in various places throughout this press release and include, without limitation, statements concerning the business of Hunt, and the expected timing and conditions to closing of the tender offer and the merger. While these forward-looking statements represent our judgments and future expectations concerning the timing and completion of the tender offer and consummation of the merger, a number of risks, uncertainties and other important factors could cause actual developments and events to differ materially from our expectations. More detailed information about those factors will be set forth in filings made by Hunt and FAC with the SEC. Neither Hunt nor FAC is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Where You Can Find Additional Information:

Investors and security holders may obtain a free copy of the tender offer statement, the solicitation/recommendation statement and other documents to be filed by FAC and Hunt with the SEC at the SEC’s web site at www.sec.gov. The tender offer statement, the solicitation/ recommendation statement and these other documents may also be obtained free from FAC, Hunt or the Information Agent.

FAC is an affiliate of Berwind Corporation, which is a global privately-owned organization that consists of a diversified group of operating companies representing 3,500 employees, approximately $1 billion in revenues, real estate investments of approximately $2 billion and funds under management of about $250 million.

Hunt Corporation, with operations in the United States and Canada, is an internationally recognized manufacturer and marketer of innovative office products and presentation and display solutions for business, education and consumer markets. Among Hunt’s well-known product brand names are X-ACTO^®, BOSTON^® and BIENFANG^®.

2

EX-99.(B)(1)

EXHIBIT (b)(1)

FAC HOLDING CORPORATION

DEMAND NOTE

FAC HOLDING CORPORATION, a Pennsylvania corporation (the “Company,” which term includes any successor entity), for value received promises to pay to THE BERWIND COMPANY LLC or assigns (the “Holder”), the principal sum of TWENTY-NINE MILLION DOLLARS ($29,000,000), and to pay interest on the outstanding principal amount of this Note in accordance with Section 1 hereof. All outstanding principal and accrued interest hereunder shall be due and payable on DEMAND. The Holder shall maintain accounts evidencing the date and amount of the loan made hereunder which account shall be primafacie evidence of the amounts due hereunder, provided, however, that the failure to maintain such accounts or any error therein, shall not affect the Company’s obligations to repay (with applicable interest) the amounts loaned by the Holder to the Company hereunder.

Section 1.    Interest; Optional Prepayments

The Company promises to pay interest on the unpaid principal amount of this Note at the Prime Rate less 1.75%. Interest will be computed on the basis of a 365-day year for the actual number of days elapsed and will be compounded quarterly. Interest on the loan shall accrue from the date the loan is made and be payable on the date of demand for payment thereof hereunder (whether or not payment of any or all of the principal amount hereunder is required on the date of such demand). This Note may be prepaid at any time in whole or in part with accrued and unpaid interest thereon but without premium or penalty, no amount prepaid may be reborrowed. “Prime Rate” shall mean the prime rate as announced from time to time by PNC Bank, national association, or the prime rate as announced from time to time by any other bank selected by the Holder which provides credit facilities to the Holder or its affiliates.

Section 2.    Method of Payment

The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts to such account free and clear of and without any reduction for any taxes, levies, imports, deduction withholding or charges, and in such manner as the Holder may from time to time direct by written notice. If a payment date is a Saturday, a Sunday or a legal holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Saturday, a Sunday or a legal holiday (a “Business Day”), and interest shall accrue for the intervening period.

Section 3.    Representations and Warranties Intending that the Holder rely upon the following representations and warranties, the Company represents and warrants to the Holder that:

(a)  the Company is a Pennsylvania corporation duly organized and validly existing in good standing under the laws of its organization and possesses all requisite corporate

power and authority to execute, deliver and perform this Note.

(b)  The execution, delivery and performance of this Note have been duly authorized by all necessary and appropriate corporate action by and on behalf of the Company. The Note does not conflict with, nor will the execution, delivery or performance of this Note by the Company constitute a breach or default under, or a violation of, any provision of the Company’s articles of incorporation or by laws or any other agreement, court order, law, rule or regulation to which the Company is a party or by which it or any of its properties may be bound or to which it may be subject.

(c)  No authorization, approval, waiver or other action to or by, and no notice to or filing with, any governmental agency or authority or regulatory body is required to permit, or is a condition precedent to, the granting of this Note to or for the benefit of the Holder, the execution, delivery or performance of this Note by the Company, or the exercise by the Holder of its rights and remedies hereunder or thereunder.

Section 4.    Waivers; Amendments

The Company expressly waives presentment for payment, notice of dishonor, protest, notice of protest, diligence of collection and any other notice of any kind, and hereby consents to any number of renewals or extensions of time of payment hereof, which renewals and extensions shall not affect the liability of any party hereto. No amendment to this Note and no waiver of any provision hereof may be made without the prior written consent of all of the members of the Holder. Any waiver of any kind or character on the part of the Holder in respect of this Note must be in writing and shall be effective only to the extent specifically set forth in such writing. No delay on the part of the Holder in exercising any of its powers or rights, and no partial or single exercise, shall constitute a waiver.

Section 5.    Severability

If any provision of this Note or the application thereof is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall not be affected thereby, and each provision of this Note shall be valid and enforceable to the fullest extent permitted by law.

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Section 6.     Notices

Any notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if transmitted by facsimile to the number specified below or to a number specified to replace such number. Notices to the Holder shall be given to The Berwind Company LLC, 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA 19004, Telephone: 610-660-6357; Facsimile: 610-771-0437, Attention: Treasurer, with a required copy to Berwind Corporation, 3000 Centre Square West, Philadelphia, PA 19102, Telephone: 215-563-2800, Facsimile: 215-575-2301, Attn: Treasurer. Notices to the Company shall be given to it at 3000 Centre Square West, Philadelphia, PA 19102, Telephone: 215-563-2800, Facsimile: 215-575-2301, Attn: Treasurer.

Section 7.    Governing Law; Successors and Assigns

This Note shall be deemed a contract under, and shall be governed and construed in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws. The Note shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that the Company may not transfer its interest or obligations hereunder without the consent of the Holder.

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer.

Dated: November 8, 2002

FAC HOLDING CORPORATION
By:	/S/    VICTORIA R. RICHARDS
	Its: Vice President and Treasurer

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EX-99.(B)(2)

EXHIBIT (b)(2)

FAC HOLDING CORPORATION

DEMAND NOTE

FAC HOLDING CORPORATION, a Pennsylvania corporation (the “Company,” which term includes any successor entity), for value received promises to pay to BERWIND CORPORATION or assigns (the “Holder”), the principal sum of SEVENTY-ONE MILLION DOLLARS ($71,000,000), and to pay interest on the outstanding principal amount of this Note in accordance with Section 1 hereof. All outstanding principal and accrued interest hereunder shall be due and payable on DEMAND. The Holder shall maintain accounts evidencing the date and amount of the loan made hereunder which account shall be primafacie evidence of the amounts due hereunder, provided, however, that the failure to maintain such accounts or any error therein, shall not affect the Company’s obligations to repay (with applicable interest) the amounts loaned by the Holder to the Company hereunder.

Section 1.    Interest; Optional Prepayments

The Company promises to pay interest on the unpaid principal amount of this Note at the Prime Rate less 1.75%. Interest will be computed on the basis of a 365-day year for the actual number of days elapsed and will be compounded quarterly. Interest on the loan shall accrue from the date the loan is made and be payable on the date of demand for payment thereof hereunder (whether or not payment of any or all of the principal amount hereunder is required on the date of such demand). This Note may be prepaid at any time in whole or in part with accrued and unpaid interest thereon but without premium or penalty, no amount prepaid may be reborrowed. “Prime Rate” shall mean the prime rate as announced from time to time by PNC Bank, national association, or the prime rate as announced from time to time by any other bank selected by the Holder which provides credit facilities to the Holder or its affiliates.

Section 2.     Method of Payment

The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts to such account free and clear of and without any reduction for any taxes, levies, imports, deduction withholding or charges, and in such manner as the Holder may from time to time direct by written notice. If a payment date is a Saturday, a Sunday or a legal holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Saturday, a Sunday or a legal holiday (a “Business Day”), and interest shall accrue for the intervening period.

Section 3.    Representations and Warranties Intending that the Holder rely upon the following representations and warranties, the Company represents and warrants to the Holder that:

(a) the Company is a Pennsylvania corporation duly organized and validly existing in good standing under the laws of its organization and possesses all requisite corporate

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power and authority to execute, deliver and perform this Note.

(b) The execution, delivery and performance of this Note have been duly authorized by all necessary and appropriate corporate action by and on behalf of the Company. The Note does not conflict with, nor will the execution, delivery or performance of this Note by the Company constitute a breach or default under, or a violation of, any provision of the Company’s articles of incorporation or bylaws or any other agreement, court order, law, rule or regulation to which the Company is a party or by which it or any of its properties may be bound or to which it may be subject.

(c) No authorization, approval, waiver or other action to or by, and no notice to or filing with, any governmental agency or authority or regulatory body is required to permit, or is a condition precedent to, the granting of this Note to or for the benefit of the Holder, the execution, delivery or performance of this Note by the Company, or the exercise by the Holder of its rights and remedies hereunder or thereunder.

Section 4.    Waivers; Amendments

The Company expressly waives presentment for payment, notice of dishonor, protest, notice of protest, diligence of collection and any other notice of any kind, and hereby consents to any number of renewals or extensions of time of payment hereof, which renewals and extensions shall not affect the liability of any party hereto. No amendment to this Note and no waiver of any provision hereof may be made without the prior written consent of all of the members of the Holder. Any waiver of any kind or character on the part of the Holder in respect of this Note must be in writing and shall be effective only to the extent specifically set forth in such writing. No delay on the part of the Holder in exercising any of its powers or rights, and no partial or single exercise, shall constitute a waiver

Section 5.    Severability

If any provision of this Note or the application thereof is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall not be affected thereby, and each provision of this Note shall be valid and enforceable to the fullest extent permitted by law.

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Section 6.    Notices

Any notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if transmitted by facsimile to the number specified below or to a number specified to replace such number. Notices to the Holder shall be given to Berwind Corporation at 3000 Center Square West, Philadelphia, PA 19102, Telephone: 215-563-2800, Facsimile: 215-575-2301, Attn: Treasurer. Notices to the Company shall be given to it at 3000 Center Square West, Philadelphia, PA 19102, Telephone: 215-563-2800, Facsimile: 215-575-2301, Attn: Treasurer.

Section 7.    Governing Law; Successors and Assigns

This Note shall be deemed a contract under, and shall be governed and construed in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws. The Note shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that the Company may not transfer its interest or obligations hereunder without the consent of the Holder.

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer.

Dated: November 8, 2002

FAC HOLDING CORPORATION
By:	/s/    VICTORIA R. RICHARDS
	Victoria R. Richards
	Its: Vice President and Treasurer

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EX-99.(D)(1)

EXHIBIT (d)(1)

— EXECUTION COPY —

AGREEMENT AND PLAN OF MERGER

Dated as of November 11, 2002

by and among

FAC Holding Corporation

FAC Acquisition Corporation

and

Hunt Corporation

TABLE OF CONTENTS

		Page
ARTICLE I    THE OFFER		2
SECTION 1.1	The Offer.	2
SECTION 1.2	Company Actions	4
SECTION 1.3	Shareholder Lists	5
SECTION 1.4	Directors; Section 14(f)	5
ARTICLE II    THE MERGER		7
SECTION 2.1	The Merger	7
SECTION 2.2	Effective Time of the Merger	7
SECTION 2.3	Effects of the Merger	8
SECTION 2.4	Closing	8
ARTICLE III    THE SURVIVING AND PARENT CORPORATIONS		8
SECTION 3.1	Articles of Incorporation	8
SECTION 3.2	Bylaws	8
SECTION 3.3	Directors	8
SECTION 3.4	Officers	8
ARTICLE IV    EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES		9
SECTION 4.1	Conversion of Shares in the Merger	9
SECTION 4.2	Conversion of Subsidiary Shares	9
SECTION 4.3	Surrender of Certificates.	9
SECTION 4.4	Tax Withholding	10
SECTION 4.5	Closing of the Company’s Transfer Books	11
SECTION 4.6	Options and Stock Grants	11
SECTION 4.7	Dissenting Shares.	12
ARTICLE V    REPRESENTATIONS AND WARRANTIES OF THE COMPANY		13
SECTION 5.1	Organization and Qualification	13
SECTION 5.2	Capitalization	13
SECTION 5.3	Subsidiaries	14
SECTION 5.4	Authority; Non-Contravention; Approvals	15

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SECTION 5.5	Reports and Financial Statements.	17
SECTION 5.6	Absence of Undisclosed Liabilities	18
SECTION 5.7	Absence of Certain Changes or Events	18
SECTION 5.8	Litigation	18
SECTION 5.9	Proxy Statement	19
SECTION 5.10	Offer Documents; Schedule 14D-9	19
SECTION 5.11	No Violation of Law	20
SECTION 5.12	Contracts	20
SECTION 5.13	Taxes	22
SECTION 5.14	Employee Benefit Plans; ERISA	23
SECTION 5.15	Labor Controversies	25
SECTION 5.16	Environmental Matters	26
SECTION 5.17	Title to Assets	27
SECTION 5.18	Intellectual Property; Software	27
SECTION 5.19	Brokers and Finders	29
SECTION 5.20	Opinion of Financial Advisor	29
SECTION 5.21	State Takeover Statutes	30
SECTION 5.22	Affiliate Transactions	30
SECTION 5.23	Products Liability	30
SECTION 5.24	Relationship with Customers and Suppliers	30
SECTION 5.25	No Excess Parachute Payments; Termination Payments; Section 162(m) of the Code	31
SECTION 5.26	Indemnification Claims	31
SECTION 5.27	Board Recommendation	31
ARTICLE VI    REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY		31
SECTION 6.1	Organization and Qualification	31
SECTION 6.2	Authority; Non-Contravention; Approvals	32
SECTION 6.3	Proxy Statement	33
SECTION 6.4	Offer Documents; Schedule 14D-9	33
SECTION 6.5	Financing	34
SECTION 6.6	Brokers and Finders	34

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SECTION 6.7	Subsidiary	34
SECTION 6.8	Parent and Subsidiary’s Business	34
ARTICLE VII    COVENANTS OF THE PARTIES		34
SECTION 7.1	Mutual Covenants	34
SECTION 7.2	Covenants of the Company	38
ARTICLE VIII    ADDITIONAL AGREEMENTS OF THE PARTIES		41
SECTION 8.1	Access to Information	41
SECTION 8.2	Acquisition Transactions	42
SECTION 8.3	Expenses and Fees	44
SECTION 8.4	Directors’ and Officers’ Indemnification	44
SECTION 8.5	Employee Benefits	46
SECTION 8.6	Litigation	47
SECTION 8.7	Third Party Standstill Agreements	47
ARTICLE IX    CONDITIONS		48
SECTION 9.1	Conditions to Each Party’s Obligation to Effect the Merger	48
SECTION 9.2	Conditions to Obligations of Parent and Subsidiary to Effect the Merger	49
ARTICLE X    TERMINATION, AMENDMENT AND WAIVER		49
SECTION 10.1	Termination	49
SECTION 10.2	Effect of Termination	51
SECTION 10.3	Amendment	52
SECTION 10.4	Extension; Waiver	52
ARTICLE XI    GENERAL PROVISIONS		52
SECTION 11.1	Non-Survival of Representations and Warranties	52
SECTION 11.2	Notices	52
SECTION 11.3	Governing Law	54
SECTION 11.4	Parties to Agreement	54
SECTION 11.5	Interpretation	54
SECTION 11.6	Severability	54
SECTION 11.7	Assignment	55
SECTION 11.8	Enforcement	55
SECTION 11.9	Submission to Jurisdiction; Waivers	55

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SECTION 11.10	Counterparts	55
SECTION 11.11	Entire Agreement	55
GLOSSARY OF DEFINED TERMS
ANNEX A—Conditions to the Offer

iv

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2002 (this “Agreement”), is made and entered into by and among FAC Holding Corporation, a Pennsylvania corporation (“Parent”), FAC Acquisition Corporation, a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Subsidiary”), and Hunt Corporation, a Pennsylvania corporation (the “Company”).

BACKGROUND

WHEREAS, the Board of Directors of the Company has approved and has determined that it is fair to, advisable and in the best interest of the Company and the shareholders of the Company to enter into and consummate the transactions contemplated by this Agreement;

WHEREAS, the Boards of Directors of Subsidiary and Parent have each approved and declared advisable the transactions contemplated by this Agreement;

WHEREAS, in furtherance of such acquisition, Parent, Subsidiary and the Company have agreed that, upon the terms and subject to the conditions set forth in this Agreement, Subsidiary shall commence an offer (as amended or supplemented in accordance with this Agreement, the “Offer”) to purchase for cash all of the issued and outstanding common shares, par value $.10 per share, of the Company (the “Company Common Stock”), at a price per share of $12.50, net to the seller in cash (the “Common Stock Price”);

WHEREAS, the Boards of Directors of Parent, Subsidiary and the Company have each approved the merger of Subsidiary with and into the Company (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement, whereby each of the shares of Company Common Stock, other than the shares of Company Common Stock owned directly or indirectly by Parent, Subsidiary or the Company and Dissenting Shares (as defined in Section 4.7), will be converted into the right to receive the Common Stock Price;

WHEREAS, the Board of Directors of the Company has determined that the Common Stock Price and the Merger is fair to the holders of the shares of Company Common Stock and has resolved to recommend that the holders of shares of Company Common Stock tender their shares pursuant to the Offer and approve and adopt this Agreement and the Merger upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, simultaneously with execution and delivery of this Agreement and in order to induce Parent and Subsidiary to enter into this Agreement, certain shareholders of the Company (the “Certain Shareholders”) have executed and delivered to Parent and Subsidiary an agreement (the “Tender and Voting Agreement”) pursuant to which the Certain Shareholders have agreed to take specified actions in furtherance of the transactions contemplated by this Agreement, including tendering their shares of Company Common Stock into the Offer; and

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

ARTICLE I

THE OFFER

SECTION 1.1 The Offer.

(a) Subject to the provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 10.1 and so long as none of the events or circumstances set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable and in any event within five business days from the date of public announcement of the execution of this Agreement, Parent shall cause Subsidiary to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer at a price equal to the Common Stock Price for each share of Company Common Stock. The obligation of Subsidiary to consummate the Offer, to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject solely to those conditions set forth in this Agreement and Annex A. It is agreed that the conditions to the Offer set forth in Annex A are for the benefit of Subsidiary and may be asserted by Subsidiary regardless of the circumstances giving rise to any such condition (including any action or inaction by Subsidiary not in breach of this Agreement), and Subsidiary expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the prior written consent of the Company, Subsidiary shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in paragraph (g) of Annex A. In accordance with Rule 14e-1(a) promulgated under the Exchange Act, the initial expiration date of the Offer shall be the 20^th business day following the commencement of the Offer (determined in accordance with Rule 14d-2 promulgated under the Exchange Act).

(b) Subsidiary expressly reserves the right, in its sole discretion, to modify and make changes to the terms and conditions of the Offer, provided, that without the prior written consent of the Company, no modification or change may be made which (i) decreases the Common Stock Price (except as permitted by this Agreement), (ii) changes the form of consideration payable in the Offer (other than by adding consideration), (iii) changes the Minimum Condition, (iv) decreases the maximum number of shares of Company Common Stock sought pursuant to the Offer, (v) changes the conditions to the Offer in a manner adverse to the Company or its shareholders or stock option or stock grant holders, or (vi) imposes additional conditions to the Offer. Notwithstanding the foregoing, Subsidiary may (but shall not be required under this Agreement or otherwise to), without the consent of the Company, (i) extend the Offer on one or more occasions for such period as may be determined by Subsidiary in its sole discretion (each such extension period not to exceed ten business days at a time), if at the then-scheduled expiration date of the Offer any of the conditions to Subsidiary’s obligations to accept for payment and pay for shares of Company Common Stock shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable

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to the Offer, and (iii) extend the Offer on one or more occasions for an aggregate period of not more than ten business days if the Minimum Condition has been satisfied but less than 80% of the Company Common Stock has been validly tendered and not properly withdrawn. On the terms and subject to the conditions of the Offer and this Agreement, promptly after expiration of the Offer, Subsidiary shall accept for payment and pay for, and Parent shall cause Subsidiary to accept for payment and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. In addition to the foregoing, Subsidiary may in its sole discretion (but shall not be required under this Agreement or otherwise to) provide for a subsequent offering period pursuant to, and on the terms required by, Rule 14d-11 under the Exchange Act.

(c) On the date of commencement of the Offer, Parent and Subsidiary shall file with the SEC with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) with respect to the Offer which will comply in all material respects with the provisions of applicable federal securities laws, and will contain the offer to purchase relating to the Offer and forms of related letters of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the “Offer Documents”). Parent shall deliver copies of the proposed forms of the Offer Documents to the Company as far in advance of the commencement of the Offer and the filing of any amendments or supplements thereto as is reasonably practicable, but in all events far enough in advance to permit a reasonably expeditious review and comment by the Company and its counsel. Parent shall provide the Company and its counsel in writing any comments that Subsidiary, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Each of the Company, Parent and Subsidiary shall promptly correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Subsidiary further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the shareholders of the Company, in each case, as and to the extent required by applicable federal securities laws.

(d) The parties understand and agree that the Common Stock Price has been calculated based upon the accuracy of the representation and warranty set forth in Section 5.2 and the Company’s compliance with the covenant in Section 7.2(a)(v)(B) and that, in the event the number of outstanding shares of Company Common Stock or the number of shares of Company Common Stock issuable upon the exercise or conversion of, or subject to, options, grants, warrants, securities or other agreements exceeds the amounts specifically set forth in Section 5.2 (including without limitation as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into shares of the Company Common Stock, recapitalization, or other like change occurring after the date of this Agreement) or the number of Options and exercise prices therefore set forth in Schedule 5.2 of the Company Disclosure Schedule are inaccurately stated, in any manner adverse to Parent or Subsidiary, the Common Stock Price shall be appropriately adjusted downward pro rata but only to the extent required so that the aggregate consideration payable by Subsidiary hereunder shall not be increased solely by reason of such inaccuracy, except that in the event of inaccuracies in the representations in

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Section 5.2 as of the date of this Agreement, such adjustment shall occur only in the case where the total consideration paid by Subsidiary would increase by more than $150,000 (in which event, the adjustment shall reflect the entire amount of the inaccuracy). The provisions of this paragraph (d) are not in derogation of the representation set forth in Section 5.2 or the covenant in Section 7.2(a)(v)(B). Notwithstanding the foregoing, (i) there shall be no adjustment pursuant to this paragraph (d) with respect to the issuance of shares of Company Common Stock upon the exercise of Options or vesting of stock grants, in each case disclosed in Schedule 5.2 of the Company Disclosure Schedule, and (ii) no inference regarding any materiality qualification contained herein or any dollar threshold therefore may be drawn from this Section 1.1(d) for any purpose.

SECTION 1.2 Company Actions.

(a) The Company hereby consents to the Offer and represents and warrants that (i) its Board of Directors, at a meeting duly called and held on November 11, 2002, has duly and by unanimous vote adopted resolutions approving the Offer, the Merger, this Agreement and the Tender and Voting Agreement and the other transactions contemplated hereby and thereby (collectively, the “Transactions”), determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company’s shareholders and recommending acceptance of the Offer, adoption of this Agreement and approval of the Merger by the shareholders of the Company, (ii) the Company has taken all necessary action to ensure that the provisions of any Pennsylvania anti-takeover statute, rule or regulation that may be applicable to the Transactions (including the restrictions contained in Sections 2538 through 2588, inclusive, of the Pennsylvania Business Corporation Law (the “PBCL”)) will not apply to the Transactions; and (iii) J.P. Morgan Securities Inc. has delivered to the Company’s Board of Directors its opinion (the “Fairness Opinion”), dated as of the date hereof, that the Common Stock Price to be received by the Company’s shareholders is fair, from a financial point of view, to such shareholders and a complete and correct copy of such opinion has been delivered by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company’s Board of Directors described in this Section 1.2. The Company has been advised that all of its directors and executive officers intend either to tender their shares of Company Common Stock pursuant to the Offer or (solely in the case of directors or officers who would as a result of such tender incur liability under Section 16 (b) of the Exchange Act) to vote in favor of the Merger.

(b) The Company shall file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) which shall comply in all material respects with the provisions of applicable federal securities laws, and shall contain the recommendations of the Company’s Board of Directors in favor of the Offer and the Merger, and shall disseminate the Schedule 14D-9 to the Company’s shareholders as required by Rule 14d-9 promulgated under the Exchange Act and shall mail such Schedule 14D-9 together with the Offer Documents. The Company shall deliver the proposed forms of the Schedule 14D-9 to Parent as far in advance of the commencement of the Offer and the filing of any amendments or supplements thereto, and exhibits thereto, as is reasonably practicable, but in all events far enough in advance to permit a reasonably expeditious

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review and comment by Parent and its counsel. The Company shall provide Parent and its counsel in writing any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof. Each of the Company, Parent and Subsidiary shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company’s shareholders, as and to the extent required by applicable federal securities laws.

(c) Prior to the commencement of the Offer, the Company shall deliver an offer to purchase in accordance with Section 9.7 of the Note Purchase Agreement (the “Note Purchase Agreement”), dated as of August 1, 1996, as amended November 14, 2001, by and between the Company and several insurance companies, which notice shall set forth a Proposed Purchase Date (as defined in the Note Purchase Agreement) determined by Parent; provided that such date is permitted under the Note Purchase Agreement.

SECTION 1.3 Shareholder Lists. In connection with the Offer, the Company shall promptly furnish to, or cause to be furnished to, Parent and Subsidiary mailing labels, security position listings, a list of non-objecting beneficial owners and any available listing or computer file containing the names and addresses of the record holders of the shares of Company Common Stock as of a recent date and of those holders becoming record holders subsequent to such date (to the extent available), together with all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock and shall furnish Parent and Subsidiary with such additional information and assistance as Parent, Subsidiary or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Subsidiary shall, and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

SECTION 1.4 Directors; Section 14(f).

(a) Promptly upon the acceptance for payment of and payment for not less than a majority of the Fully Diluted Shares of Company Common Stock by Subsidiary or any of its affiliates pursuant to the Offer, Subsidiary shall be entitled to designate such number of directors, rounded up to the next whole number, for election or appointment to the Board of Directors of the Company as will give Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to any increase in the size of such Board pursuant to this Section 1.4) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Subsidiary and its affiliates (including shares of Company Common Stock so accepted for payment and purchased) bears to the number of shares of Company Common Stock then outstanding. In furtherance

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thereof, concurrently with such acceptance for payment and payment for such shares of Company Common Stock the Company shall, upon request of Parent or Subsidiary and in compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, use commercially reasonable efforts to promptly either increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Subsidiary to be so elected or appointed to the Company’s Board of Directors, and, subject to applicable law, the Company shall take all actions available to the Company to cause such designees of Subsidiary to be so elected or appointed. At such time, the Company shall, if requested by Parent and subject to applicable law and the rules of the New York Stock Exchange, also take all commercially reasonable action necessary to cause persons designated by Subsidiary to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors, (ii) each Board of Directors (or similar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board. Subject to applicable law and the rules of the New York Stock Exchange, the Company shall promptly take all action reasonably requested by Parent necessary to effect any such election, including mailing to its shareholders the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder (or, at Parent’s request upon reasonable advance notice, furnishing such information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of the Company) as is necessary to enable Subsidiary’s designees to be elected to the Company’s Board of Directors. The designees of Subsidiary elected to the Company’s Board of Directors shall not be entitled to participate in the Company’s Non-Employee Directors’ Compensation Plan or its 1994 Non-Employee Directors’ Stock Option Plan.

(b) The Company shall use commercially reasonable efforts to ensure that, if Subsidiary’s designees are elected to the Board of Directors of the Company, such Board of Directors shall have, at all times before the Effective Time (as defined in Section 2.2), at least two directors who are directors on the date of this Agreement and who are not officers or affiliates of the Company, Parent, Subsidiary or any of their affiliates (it being understood that for purposes of this sentence, a director (including, without limitation, the Chairman of the Board of Directors) of the Company shall not be deemed an affiliate of the Company solely as a result of his or her status as a director of Company) (the “Current Independent Directors”); and provided further, that, (i) if the number of Current Independent Directors serving on the Board of Directors of the Company shall be reduced below two for any reason whatsoever (including, without limitation, by a director’s refusing or failing to serve), the remaining Current Independent Director serving on the Board of Directors may designate another Current Independent Director to fill such vacancy, (ii) if no Current Independent Directors then remain on the Board of Directors of the Company, the other directors shall designate two other Current Independent Directors to fill such vacancies, and (iii) if notwithstanding the foregoing, no Current Independent Directors are on the Board of Directors of the Company, the other directors may designate two other persons to fill such vacancies who shall not be officers or affiliates of the Company, Parent, Subsidiary or any of their respective affiliates (each a “New Independent Director” and together with the Current Independent Directors, the “Independent Directors”). Subject to applicable law, the Company shall promptly take all action reasonably requested by Parent necessary to effect any such election, including furnishing the information required by

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Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the shareholders of Company.

(c) Prior to the Effective Time and from and after the time that Subsidiary’s designees constitute a majority of the Company’s Board of Directors, if applicable: (i) any amendment or any termination of this Agreement by the Company; (ii) any extension of time for performance of any of the obligations of Parent or Subsidiary hereunder; (iii) any waiver by the Company of any condition or any of its rights hereunder; or (iv) any amendment of the articles of incorporation or bylaws of the Company that is adverse to the interests of the Company’s shareholders; must, in each case, be approved or effected only by the action of a majority of the Independent Directors of the Company, which action shall be deemed to constitute the action of the full Board of Directors of the Company (and any committee specifically designated by the Board of Directors of the Company) to approve the actions contemplated hereby; provided, that, if there shall be no Independent Directors, such actions may be effected by majority vote of the entire Board of Directors of the Company, unless one or more Independent Directors have been designated pursuant to Section 1.4(b) and, as a result of the Parent’s or Subsidiary’s failure to comply with its obligations hereunder, such persons have not been elected.

ARTICLE II

THE MERGER

SECTION 2.1 The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time Subsidiary shall be merged with and into the Company in accordance with the PBCL, and the separate existence of Subsidiary shall thereupon cease. The Company shall continue its existence under the laws of the Commonwealth of Pennsylvania and, in its capacity as the surviving corporation in the Merger, the Company is hereinafter sometimes referred to as the “Surviving Corporation.”

SECTION 2.2 Effective Time of the Merger. The Merger shall become effective at such time (the “Effective Time”) as shall be stated in a certificate of merger (or if no time shall be stated, upon the filing of such certificate), in such form as required by and executed in accordance with the PBCL, to be filed with the Department of State of the Commonwealth of Pennsylvania in accordance with the PBCL (the “Merger Filing”). The Merger Filing shall be made as soon as practicable after the satisfaction or waiver of the conditions set forth in Article IX. The Parties acknowledge that it is their mutual desire and intent to consummate the Merger as soon as practicable after the consummation of the Offer. Accordingly, the parties shall, subject to the provisions hereof and to the fiduciary duties of their respective Boards of Directors, use all commercially reasonable efforts to consummate, as soon as practicable, the Merger in accordance with Section 2.4.

SECTION 2.3 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the PBCL. Without limiting the generality of the foregoing, and subject

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thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Subsidiary and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Subsidiary and the Company shall become the debts, liabilities and duties of the Surviving Corporation. To the extent expressly required by the terms of any agreement to which the Company is a party as of the date of this Agreement, the Surviving Corporation agrees, subject to the effectiveness of the Merger, to assume and be bound by the Company’s obligations thereunder.

SECTION 2.4 Closing. Upon the terms and subject to the conditions hereof, as soon as practicable after consummation of the Offer, and, to the extent required by the PBCL, after the Company Shareholders’ Approval (as defined in Section 7.1(d)) has been obtained, the Company and Subsidiary (or Parent if appropriate) shall execute and file the Merger Filing, and the parties shall take all such other and further actions as may be required by law to make the Merger effective. At a time before the filing referred to in this Section 2.4, a closing (the “Closing”) will be held at a location mutually agreeable to Parent and the Company to confirm the satisfaction or waiver, as the case may be, of the conditions set forth in Article IX. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

ARTICLE III

THE SURVIVING AND PARENT CORPORATIONS

SECTION 3.1 Articles of Incorporation. The articles of incorporation of the Company as in effect immediately before the Effective Time shall be the articles of incorporation of the Surviving Corporation as of the Effective Time, and (subject to Section 8.4) thereafter may be amended in accordance with their terms and as provided in the PBCL.

SECTION 3.2 Bylaws. The bylaws of Subsidiary as in effect immediately before the Effective Time shall be the bylaws of the Surviving Corporation as of the Effective Time (subject to Section 8.4) and (subject to Section 8.4) thereafter may be amended in accordance with their terms and as provided by the Articles of Incorporation of the Surviving Corporation and the PBCL.

SECTION 3.3 Directors. The directors of Subsidiary in office immediately before the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time and shall serve in accordance with the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

SECTION 3.4 Officers. The officers of the Company in office immediately before the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, and such officers shall serve in accordance with the bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

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ARTICLE IV

EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES

SECTION 4.1 Conversion of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Parent, Subsidiary or the Company:

(a) each share of Company Common Stock (other than shares canceled pursuant to Section 4.1(b) and any Dissenting Shares (as defined in Section 4.7) shall be converted into the right to receive the Common Stock Price or any higher price that may be paid for shares of Company Common Stock pursuant to the Offer (the “Merger Consideration”), payable to the holder thereof, in each case without interest, upon surrender of the certificate formerly representing such share in the manner provided in Section 4.3, less any required withholding taxes; and

(b) each share of capital stock of the Company, if any, owned by Parent or any subsidiary of Parent or held in treasury by the Company or any subsidiary of the Company immediately before the Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Time.

SECTION 4.2 Conversion of Subsidiary Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent as the sole shareholder of Subsidiary, each issued and outstanding share of common stock, par value $.01 per share, of Subsidiary (“Subsidiary Common Stock”) shall be converted into one common share, par value $.10 per share, of the Surviving Corporation.

SECTION 4.3 Surrender of Certificates.

(a) At a time before the Effective Time, Parent shall designate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (“Paying Agent”), and before the Effective Time, Parent shall, or shall cause Subsidiary to, transfer to the Paying Agent cash in the amounts necessary for the payment in full of the Merger Consideration as provided in Section 4.1 upon surrender of certificates formerly representing shares of Company Common Stock in the manner described in Section 4.3(b). Funds transferred to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any and all interest or income earned on funds transferred to the Paying Agent pursuant to this Agreement shall be turned over to Parent).

(b) Within three business days after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock (the “Company Certificates”) (i) a letter of transmittal in customary form approved by the Company prior to the Closing (such approval not to be unreasonably withheld), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall

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pass, only upon actual delivery of the Company Certificates to the Paying Agent, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of Company Certificates for cancellation to the Paying Agent, together with a duly executed letter of transmittal and such other documents as the Paying Agent shall reasonably require, the holder of such Company Certificates shall thereupon be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented thereby, in accordance with Section 4.1, and the Company Certificates so surrendered shall be canceled. No interest shall be paid or accrued, upon the surrender of the Company Certificates, for the benefit of holders of the Certificates on any Merger Consideration.

(c) At any time following the date which is six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, subject to applicable abandoned property, escheat and similar laws, each holder of a Company Certificate may, solely as a general creditor, surrender such Company Certificate to the Surviving Corporation, for the payment of their claim for the Merger Consideration, without any interest thereon. None of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any amounts delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Company Certificates shall not have been surrendered prior to six months after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Company Certificate would otherwise escheat to or become the property of any Governmental Authority), any such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto. If, after the Effective Time, subject to the terms and conditions of this Agreement, Company Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with this Article IV.

(d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such Company Certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof determined in accordance with this Article IV. When authorizing such issuance in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Company Certificate to give the Surviving Corporation such indemnity as it may reasonably direct as protection against any claim that may be made against the Surviving Corporation with respect to the Company Certificate alleged to have been lost, stolen or destroyed.

SECTION 4.4 Tax Withholding. Parent (or any affiliate thereof) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of shares of Company Common Stock such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the

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Internal Revenue Code of 1986, as amended (the “Code”), or any other provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent.

SECTION 4.5 Closing of the Company’s Transfer Books. From and after the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock which were outstanding immediately before the Effective Time shall thereafter be made.

SECTION 4.6 Options and Stock Grants.

(a) Before the Effective Time, the Company shall take such actions as are necessary to cause all options to acquire shares of Company Common Stock outstanding under the Company’s stock option plans and other arrangements (each, an “Option”, and collectively, the “Options”) to become immediately exercisable in full, and to cause each outstanding grant to acquire shares of Company Common Stock under the Company’s stock grant plans and other arrangements (each, a “Stock Grant,” and collectively, the “Stock Grants”) to vest to the extent of 50% of the shares of Company Common Stock subject to each such Stock Grant. At the Effective Time, each Option then outstanding shall be cancelled, and each holder thereof shall be entitled to receive therefor a payment in cash (subject to any applicable withholding taxes) equal to the aggregate amount, if any, by which the Merger Consideration for the total number of shares of the Company Common Stock subject to such Option exceeds the aggregate exercise price under the Option. Such cash payment shall be paid as soon as practicable after the Effective Time. At the Effective Time, the vested shares of Company Common Stock issuable under Stock Grants then outstanding which have not theretofore been issued shall be converted into the right to receive the Merger Consideration with respect to such unissued shares, payable as provided in Section 4.1(a) and each unvested Stock Grant and the shares subject to such unvested grants shall be terminated. If the exercise price of any Option is more than the Merger Consideration, then at the Effective Time such Option shall be cancelled and the Option holder will be entitled to no consideration in respect of such Option. The Company shall take all necessary actions to effect the foregoing, to terminate the Company’s stock option and stock grant plans and similar arrangements and to ensure that all Options are cancelled and all unvested Stock Grants and the shares subject to such unvested grants terminated on or before the Effective Time.

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(b) The Company shall take such actions (including, without limitation, giving requisite notices to holders of Options and Stock Grants advising them of such accelerated exercisability and vesting, and the right of Option holders to obtain payment for their Options) as are necessary to cause such acceleration and to fully advise holders of Options and Stock Grants of their rights including, but not limited to, notice of cancellation at least twenty-one days prior to the cancellation of any awards under the (i) 1983 Stock Option Plan and (ii) 1993 Stock Option and Stock Grant Plan, and at least ten days notice of cancellation under the 1994 Directors Stock Option Plan and 1997 Non-Employee Directors Compensation Plan prior to such cancellation. The Company shall provide such notices to the Parent at least three days prior to the date the notices must be provided to recipients under each of the foregoing stock option and stock grant plans, so that Parent may review and comment on such notices. From and after the Effective Time, other than as expressly set forth in this Section 4.6, no holder of an Option or Stock Grant shall have any other rights in respect thereof.

(c) The Company shall take such actions as are necessary to cause the termination, prior to the Effective Time, of any right to invest in or otherwise acquire shares of Company Common Stock pursuant to the Hunt Corporation Savings Plan.

SECTION 4.7 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a Dissenting Shareholder (as defined below) (“Dissenting Shares”) shall not be converted into the Merger Consideration but shall, solely to the extent required by the PBCL, become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the PBCL; provided, however, that each share of Company Common Stock outstanding immediately before the Effective Time and held by a Dissenting Shareholder who, after the Effective Time, effectively withdraws or loses his or her dissenters rights, pursuant to the PBCL, shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon. As used in this Agreement, the term (“Dissenting Shareholder”) means any record holder or beneficial owner of shares of Company Common Stock who is statutorily entitled to exercise appraisal rights and who duly complies with all provisions of the PBCL (including all provisions of Sections 1574 and 1575 of the PBCL) concerning the right of holders of Company Common Stock to dissent from the Merger and seek appraisal of their shares.

(b) The Company shall give Parent (i) prompt notice of any demands for appraisal pursuant to the applicable provisions of the PBCL received by the Company, withdrawals of such demands, and any other instruments served pursuant to the PBCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to dissenters rights under the PBCL. The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheld or delayed), make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Subsidiary as follows:

SECTION 5.1 Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing has not and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” means any change, event, circumstance or effect, individually or when aggregated with other such changes, events, circumstances or effects, (i) that is or may reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries taken as a whole, or (ii) that materially impairs the ability of the Company to perform its material obligations under this Agreement or the consummation of the Transactions; provided, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) any change in the Company’s stock price or trading volume, in and of itself; (b) any change, event, circumstance or effect that results from (i) changes in or affecting the industry in which the Company operates generally, which change, event, circumstance or effect does not disproportionately affect the Company in any material respect (ii) changes affecting the United States economy generally, or (iii) the public announcement or pendency of the Offer, the Merger or the other Transactions, in and of themselves, or (c) the failure of the Company to meet any projections with respect to its businesses or performance, in and of itself, for any period ending after the date of this Agreement. True, accurate and complete copies of the Company’s articles of incorporation and bylaws, in each case as in effect on the date of this Agreement, including all amendments thereto, have heretofore been delivered to Parent.

SECTION 5.2 Capitalization.

(a) The authorized capital stock of the Company consists of 40,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $.10 per share (“Company Preferred Stock”). As of the close of business on November 8, 2002, (i) 8,981,871 shares of Company Common Stock (including, for these purposes, vested Stock Grants, other than those to be vested pursuant to Section 4.6) were issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 7,170,451 shares of Company Common Stock were held in the treasury of the Company and are not outstanding, (iv) no shares of Company Preferred Stock were held in the treasury of the Company, and (v) 1,683,798 shares of Company Common Stock were reserved for issuance upon exercise of

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outstanding options and the vesting of outstanding stock grants under the stock option and grant plans of the Company. Since the close of business on November 8, 2002, except for the issuance of shares of Company Common Stock pursuant to the exercise of Stock Options outstanding as of the close of business on November 8, 2002 or the vesting of Stock Grants, in each case as disclosed on Schedule 5.2 of the Company’s disclosure schedule dated as of the date of this Agreement (the “Company Disclosure Schedule”), the Company has not issued or agreed to issue any shares of Company Common Stock, shares of Company Preferred Stock, Stock Options, Stock Rights or Stock Grants.

(b) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote are issued or outstanding.

(c) Except as disclosed in Schedule 5.2(a) of the Company Disclosure Schedule, as of the close of business on November 8, 2002, there were no outstanding subscriptions, options, grants, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any rights of conversion or exchange under any outstanding security, instrument or other agreement, obligating the Company or any subsidiary of the Company to issue, deliver or sell, redeem or repurchase, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company or any subsidiary of the Company to grant, extend or enter into any such agreement or commitment (collectively, “Stock Rights”). Except as otherwise contemplated by this Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Company or any subsidiary of the Company is a party or is bound with respect to the voting of any shares of capital stock of the Company. The Company Common Stock constitutes the only class of equity securities of Company or its subsidiaries registered or required to be registered under the Exchange Act. Schedule 5.2 of the Company Disclosure Schedule sets forth as of the close of business on November 8, 2002, with respect to Stock Grants and Options, in the aggregate for each type of grant (i.e., Option or Stock Grant), the total number of shares (or shares subject to an Option) (“Award Shares”) awarded, the number of vested Award Shares, the number of Award Shares that will accelerate under Section 4.6(a) or the terms of the applicable Stock Grant or Option award, and the exercise prices for the Options.

SECTION 5.3 Subsidiaries. The only subsidiaries of the Company are those set forth in Schedule 5.3 of the Company Disclosure Schedule, which denotes whether each such subsidiary is active. Each direct and indirect subsidiary of the Company is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, and each such subsidiary of the Company is qualified to transact business, and is in good standing, in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in all cases where the failure to be so qualified and in good standing has not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No subsidiary not identified as an active subsidiary in Schedule 5.3 of the Company Disclosure Schedule has any material assets or liabilities. All of the outstanding shares of capital stock of each corporate subsidiary of the

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Company are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company free and clear of any liens, claims, encumbrances, adverse rights and security interests whatsoever. There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting or transfer of any shares of capital stock of or interest in any subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement. Except for the capital stock of its subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest of any corporation, partnership, limited partnership, limited liability company, joint venture or other entity, other than incidental investments and interests that are not, individually or in the aggregate, material in amount or significance. Except for the capital stock of other subsidiaries of the Company, each subsidiary of the Company does not own, directly or indirectly, any capital stock or other ownership interest of any corporation, partnership, limited partnership, limited liability company, joint venture or other entity, other than incidental investments and interests that are not, individually or in the aggregate, material in amount or significance. Except as set forth in Schedule 5.3 of the Company’s Disclosure Schedule, the Company has made available to Parent complete and correct copies of the Charter and Bylaws or other organizational documents of the Company’s subsidiaries. As used in this Agreement, the term “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity, and the term “subsidiary” (written without capitalization) means, when used with reference to any non-natural Person, any corporation, partnership, limited liability company, joint venture or other entity of which such Person (either acting alone or together with its other subsidiaries) owns or controls, directly or indirectly, 50% or more of the stock or other voting interests, the holders of which are entitled to vote for the election of a majority of the board of directors or any similar governing body of such corporation, partnership, limited liability company, joint venture or other entity. The Company’s subsidiaries do not own, directly or indirectly, any shares of Company Common Stock.

SECTION 5.4 Authority; Non-Contravention; Approvals.

(a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the Company Shareholders’ Approval, if required, with respect to the Merger, to consummate the Transactions. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders’ Approval, if required, with respect to the Merger, the consummation by the Company of the Transactions. The only vote of holders of any class or series of capital stock of the Company or any of its subsidiaries necessary to adopt and approve this Agreement and the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the total number of outstanding shares of Company Common Stock entitled to vote at the Shareholder Meeting (the “Company Shareholders’ Approval”). The affirmative vote of the holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries, or any of them, is not necessary to consummate the Offer, the Merger or any transaction contemplated by this Agreement other than as set forth in the preceding sentence. Notwithstanding the foregoing, if Subsidiary shall acquire 80% or more of the then outstanding shares of Company Common Stock, the Subsidiary may, without a meeting of the

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shareholders of the Company and, provided that the requirements of Section 1924(b)(1) of the PBCL (including, without limitation, adoption by the board of directors of Subsidiary of a short-form plan of merger in accordance with the PBCL and consistent with the terms of the Merger) are otherwise satisfied, effect the Merger. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general equitable principles.

(b) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other Transactions will not violate, conflict with or result in any violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under (i) the respective articles (or certificates) of incorporation or bylaws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental or regulatory body, agency or authority (a “Governmental Authority”) or court applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (iii) except as disclosed on Schedule 5.4(b)(iii) of the Company Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets are bound or affected; subject in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (before the Effective Time) the Company Required Statutory Approvals (as defined below) and the Company Shareholders’ Approval, if required. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Except for (i) the filings by the Company required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) required filings pursuant to the Exchange Act and filings as may be required under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities or blue sky laws or state takeover laws, (iii) the filing of appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any Company subsidiary is qualified to do business, (iv) filings with the New York Stock Exchange, (v) the making of the Merger Filing with the Department of State of the Commonwealth of Pennsylvania in connection with the Merger, and (vi) any required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions (the filings and approvals

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referred to in clauses (i) through (vi) are collectively referred to as the “Company Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SECTION 5.5 Reports and Financial Statements.

(a) Since December 2, 1998, the Company has timely filed with the SEC all forms, statements, reports and documents (including all exhibits and supplements thereto) required to be filed by it under the Exchange Act and the respective rules and regulations promulgated thereunder (collectively, the “Company SEC Reports”) (all such documents filed prior to the date of this Agreement, are collectively referred to as the “Filed Company SEC Reports”), all of which, as amended (if applicable), complied when filed in all material respects with all applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of all the Company SEC Reports. As of their respective dates, the Company SEC Reports did 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 therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Reports (and the notes thereto) (collectively, the “Company Financial Statements”) have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated therein or in the notes thereto), fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (except, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) and complied when filed as to form in all material respects with all applicable accounting requirements and rules and regulations of the SEC with respect thereto (including, without limitation, from and after the effective time of its applicability, the furnishing of any certification under the Sarbanes-Oxley Act of 2002). The Company has delivered to Parent an interim standard gross sales report for the Company and its subsidiaries for the two fiscal months ended October 27, 2002 and a consolidated balance sheet for the Company and its subsidiaries as of October 27, 2002 (together, the “Interim Financial Report”). The Interim Financial Report (i) has not been prepared in accordance with GAAP, but is a report prepared for management in the ordinary course of business and is prepared in a manner consistent with past practice, and (ii) and reflects the information contained in the books and records of the Company and its subsidiaries as of such date.

(b) As of the date of this Agreement, except as set forth in Schedule 5.5(b) of the Company Disclosure Schedule, or filed as an exhibit to (or incorporated by reference in) the Company’s most recent annual report on Form 10-K or subsequent filings prior

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to the date of this Agreement on Forms 10-Q or 8-K, neither the Company nor any of its subsidiaries is a party to or bound by (i) except as disclosed on Schedule 5.5(b)(i) of the Company Disclosure Schedule, any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), or (ii) except as disclosed on Schedule 5.5(b)(ii) of the Company Disclosure Schedule, any non-competition agreement or any other similar agreement or arrangement that limits the Company or any of its subsidiaries or any of their respective affiliates from engaging or competing in any material line of business in any geographic area.

(c) As used herein, the “Knowledge” of any Person that is not an individual means, with respect to any matter in question, the actual knowledge of any of such Person’s executive officers and the officers of such Person having primary responsibility for such matter.

(d) As of October 27, 2002, (i) the cash and cash equivalents held by the Company and its subsidiaries were not less than $33,499,000 and (ii) the Indebtedness (as defined below) of the Company and its subsidiaries was not more than $22,000,000. As of November 8, 2002, the Company had short-term liquid investments of not less than $31,000,000. “Indebtedness” shall mean, without duplication, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) capitalized lease obligations, (iii) all obligations to pay deferred purchase price of property or service excluding trade accounts payables in the ordinary course of business, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (v) all obligations evidenced by notes, bonds, debentures or similar instruments and (vi) guarantees of any such indebtedness of any other Person.

SECTION 5.6 Absence of Undisclosed Liabilities. Except as disclosed in the Filed Company SEC Reports and except as disclosed on Schedule 5.6 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries, has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except (a) liabilities, obligations or contingencies which (i) are accrued or reserved against in the Company Financial Statements or reflected in the notes thereto or (ii) were incurred after August 28, 2002 in the ordinary course of business, consistent with past practices, and (b) liabilities, obligations or contingencies which have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SECTION 5.7 Absence of Certain Changes or Events. Since August 28, 2002 there has not been any Company Material Adverse Effect. Except as contemplated by the Agreement or as disclosed on Schedule 5.7 of the Company Disclosure Schedule, since August 28, 2002, the Company and its subsidiaries have not taken any action (i) which, if taken after the date of this Agreement, would require Parent’s consent under Section 7.2(a) or (ii) granting to or amending any existing agreements with officers of the Company which provide for severance, bonuses, termination pay or acceleration of pay or other benefits as a result of the execution of this Agreement or the consummation of any of the Transactions.

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SECTION 5.8 Litigation. Except as specifically described in the Filed Company SEC Reports, there are no claims, suits, actions or proceedings pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its subsidiaries, or any of their respective directors or officers (in their capacity as such), before any court or Governmental Authority, or any arbitrator that (i) seek to restrain the consummation of the Merger or the Transactions or (ii) which if adversely determined could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as specifically described in the Filed Company SEC Reports, neither the Company nor any of its subsidiaries is subject to any judgment, decree, injunction, rule or order of any court or Governmental Authority or any arbitrator which prohibits or restricts the consummation of the Transactions or has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as specifically described in the Filed Company SEC Reports or set forth in Schedule 5.8 of the Company Disclosure Schedule, as of the date of this Agreement, there are no material (i) claims, suits, actions or proceedings pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its subsidiaries, or any of their respective directors or officers (in their capacity as such), before any court or Governmental Authority, or any arbitrator or (ii) judgments, decrees, injunctions, rules or orders of any court or Governmental Authority or any arbitrator.

SECTION 5.9 Proxy Statement. None of the information to be supplied by the Company or its subsidiaries for inclusion or incorporation by reference in the Proxy Statement (as defined in Section 7.1(d)), if required under applicable law, will, at the time of its mailing, or at the time of the Shareholders Meeting (as defined in Section 7.1(d)), if required under applicable law, 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or any of its subsidiaries for inclusion or incorporation by reference therein. If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that is legally required to be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Subsidiary and prepare file and disseminate such supplement as may be required under applicable law.

SECTION 5.10 Offer Documents; Schedule 14D-9. Neither (a) the information provided by the Company for inclusion or incorporation by reference in the Offer Documents, (b) any information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the “Information Statement”), (c) the Schedule 14D-9, nor (d) any other document required to be filed by the Company with the SEC in connection with the Transactions, at the respective times the Offer Documents, the Information Statement, or the Schedule 14D-9 or other such documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, will 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

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the circumstances under which they are made, not misleading. The Offer Documents, the Information Statement, the Schedule 14D-9 and any other such required document, in each case as of the date of mailing, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in any of the foregoing documents based on information supplied by Parent or any of its subsidiaries for inclusion or incorporation by reference therein.

SECTION 5.11 No Violation of Law. Except as specifically disclosed in the Filed Company SEC Reports and except for violations which have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since December 2, 1998, (a) neither the Company nor any of its subsidiaries have been in violation of or has been charged with any violation of any applicable provisions of any law, statute, order, rule, regulation, ordinance or judgment of any Governmental Authority, and (b) to the Company’s Knowledge, neither the Company nor any of its subsidiaries nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of (i) Section 30A of the Exchange Act or (ii) Section 104 of the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §79dd-2), as amended, or (iii) any other applicable foreign, federal or state law. The Company and its subsidiaries have all permits, licenses, approvals, and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the “Company Permits”), except for permits, licenses, approvals, authorizations, consents and approvals the absence of which have not had and could not reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms of the Company Permits in all material respects.

SECTION 5.12 Contracts. Schedule 5.12 of the Company Disclosure Schedule lists, all oral or written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, other than Benefit Plans, and any contracts heretofore filed as an exhibit to the Company’s most recent Form 10-K and subsequent filings on Forms 10-Q or 8-K prior to date of this Agreement, that exist as of the date of this Agreement to which the Company or any of its subsidiaries is a party or by which it or its subsidiaries is bound and which fall within any of the following categories:

(a) any material joint venture or partnership agreement,

(b) any agreement containing covenants purporting to limit in any material respect the freedom of the Company or any of its subsidiaries to hire any group of individuals,

(c) any agreement which after the consummation of any of the Transactions would have the effect of limiting in any material respect the freedom of Parent or any of its subsidiaries to compete in any material line of business in any geographic area or to hire any group of individuals,

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(d) any agreement which is not terminable by the Company or a subsidiary (which is a party thereto) without payment of premium or penalty on less than 60 days notice and which contains outstanding minimum annual purchase commitments in excess of $500,000,

(e) any agreement relating to any outstanding commitment for capital expenditures that is in excess of the proposed capital expenditures set forth in the Capital Spending Budget for Fiscal Year 2002 previously made available to the Parent,

(f) any indenture, mortgage, promissory note, loan agreement or guarantee of borrowed money, letter of credit or other agreement or instrument of the Company or any of its subsidiaries or any commitment for the borrowing by the Company or any of its subsidiaries of amounts in excess of $500,000 in the aggregate or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its subsidiaries with an aggregate value in excess of $500,000, in each case, other than indebtedness for purchases of tangible assets incurred in the ordinary course of business and secured by purchase money security interests,

(g) any agreement providing for “earn-outs,” or other contingent payments by the Company or its subsidiaries with remaining payments in excess of $500,000,

(h) any agreement providing for payments of royalties by the Company in excess of $500,000 per year.

(i) any agreement associated with off balance sheet financing, including but not limited to arrangements for the sale of receivables,

(j) any agreement between the Company or any of its subsidiaries and customers involving annual payments of more than $500,000, other than purchase orders or similar short-term sales agreements entered into in the ordinary course of business,

(k) any Material License (as defined in Section 5.18),

(l) any stock purchase agreement, asset purchase agreement or other acquisition or divestiture agreement entered into since December 2, 1998 where the consideration in any individual transaction exceeds $500,000, or

(m) any agreement with respect to which a change in the ownership (whether directly or indirectly) of shares of Company Common Stock or the composition of the Board of Directors of the Company would trigger an obligation on behalf of the Company or any of its subsidiaries to make payment in excess of $250,000 (individually or in the aggregate for all such agreements) to any third party.

The foregoing oral or written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, together with those contracts and agreements described in Section 5.5(b), are collectively referred to herein as “Contracts.” All Contracts to which the Company or any subsidiary is a party or by which it is bound are valid and binding obligations of the

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Company or such subsidiary and, to the Knowledge of the Company, the valid and binding obligation of each other party thereto except Contracts which if not so valid and binding could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any Contract except such violations or defaults under or terminations which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent true and correct copies of the Contracts.

SECTION 5.13 Taxes.

(a) Except as set forth in Schedule 5.13 of the Company Disclosure Schedule, the Company and its subsidiaries have timely filed with the appropriate Governmental Authorities all Tax Returns (as defined in Section 5.13(c)) required to be filed by them for all periods ending on or before the date of this Agreement, other than those Tax Returns the failure of which to file have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such Tax Returns are true, complete and correct in all material respects. The Company and its subsidiaries have timely paid in full, or made adequate reserves in the most recent Company Financial Statements in accordance with GAAP, for the payment of, all federal and material state Taxes for all past and current periods reflected therein. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency, assessment or any other notice or claim from the United States Internal Revenue Service or any other Governmental Authority with respect to Taxes of the Company or any of its subsidiaries other than such which have not had or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no liens for Taxes upon the assets of the Company or its subsidiaries that could reasonably be expected to result in a Company Material Adverse Effect except for liens for Taxes not yet due and payable. No Governmental Authority with respect to which the Company or any of its subsidiaries does not file Tax Returns has claimed in writing that the Company or any of its subsidiaries is, or may be, subject to taxation in a material amount by that jurisdiction.

(b) For purposes of this Agreement, the term “Taxes” means all taxes, including, without limitation, income, gross receipts, excise, property, sales, withholding, social security, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, windfall profits, severance, customs, import, export, employment or similar taxes, charges, fees, levies or other assessments imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, whether computed on a separate, consolidated, unitary, combined, or any other basis, and such term shall include any interest, fines, penalties or additional amounts of any interest in respect of any additions, fines or penalties attributable or imposed or with respect to any such taxes, charges, fees, levies or other assessments.

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(c) For purposes of this Agreement, the term “Tax Return” means any return, report or other document required to be supplied to a Governmental Authority in connection with Taxes.

SECTION 5.14 Employee Benefit Plans; ERISA.

(a) For purposes of this Agreement, (i) “Company Plan” means (x) each employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Pension Plan”); (y) each employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) (“Welfare Plan”) maintained, contributed to or required to be contributed to by the Company and any of its ERISA Affiliates, and (z) each stock option, stock purchase, stock appreciation right and stock based plan and each deferred compensation, severance, change-in-control, incentive and bonus plan, program, contract or agreement, whether funded or unfunded, written or unwritten, subject to ERISA or exempt, maintained by the Company or any ERISA Affiliate (as such term is defined below) for the benefit of current or former employees or current or former directors of the Company; and (ii) “ERISA Affiliate” means any trade or business whether or not incorporated, under common control with the Company within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001(b) of ERISA. Company Plans shall include any plans, programs or arrangements maintained outside the United States (“Foreign Plans”).

(b) With respect to each Company Plan, the Company has made available to Parent a true, correct and complete copy of: (i) all current plan documents, trust agreements, summaries of insurance contracts and other funding vehicles, and amendments thereto; (ii) all Form 5500 series forms for the most recently ended plan year (and any financial statements and other schedules attached thereto) filed with respect to any Company Plan for which such filing is required; (iii) all current summary plan descriptions and subsequent summaries of material modifications with respect to each Company Plan for which such descriptions and modifications are required under ERISA; (iv) the most recent IRS determination letter for each Pension Plan which is intended to be qualified under Section 401(a) of the Code (and any current or pending application with respect to any Pension Plan); and (v) the most recent actuarial report for all Pension Plans requiring actuarial valuation.

(c) All contributions to and payments from any Company Plan which may have been required in accordance with its terms and, when applicable, Section 302 of ERISA or Section 412 of the Code (or with respect to Foreign Plans, the applicable foreign jurisdiction), have been timely made. No Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or to Section 412 of the Code has incurred any “accumulated funding deficiency” within the meaning of Section 302 of ERISA or Section 412 of the Code and no funding deficiency has been waived within the meaning of Section 303 of ERISA or Section 412 of the Code, and the funding method used in connection with each such Pension Plan is acceptable under current IRS guidelines and the actuarial assumptions used in connection with funding each such Pension Plan are reasonable.

(d) The PBGC has not instituted proceedings to terminate any Company Plan or to appoint a trustee or administrator of any such Company Plan, and no

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circumstances exist that constitute grounds under Title IV of ERISA for any such proceeding. There has been no “reportable event” within the meaning of Section 4043 of ERISA that has not been fully and accurately reported in a timely fashion, as and, if required, or which, whether or not reported, would authorize the PBGC to institute termination proceedings with respect to any Company Plan. No material liability under Title IV of ERISA has been incurred or is expected to be incurred that could result in liability to any Company Plan, the Company, any ERISA Affiliate, the Parent or the Subsidiary, other than for premiums pursuant to Section 4007 of ERISA that are not yet due. Set forth in Schedule 5.14(d) of the Company Disclosure Schedule is an estimate of the unfunded liabilities and projected costs, as of the respective determination dates specified therein, of each of the Company Plans. Unfunded liabilities include, but are not limited to, (1) the excess of the liabilities, determined using both the accumulated benefit obligation and projected benefit obligation methodology of Statement of Financial Accounting Standards No. 87, of any Pension Plan subject to Title IV of ERISA over the fair market value of such Pension Plan’s assets (2) the amount of any unfunded deferred compensation, including, without limitation the present value, based on the methods and assumptions described in (1) of a Company Plan described in Section 201(2) of ERISA and (3) the actuarially determined present value of any obligation to provide retiree medical or life insurance benefits. For the purposes of this Section 5.14(d) unfunded liabilities and projected costs have been determined by the Company and its actuaries using actuarial methods and assumptions that are, individually and in the aggregate, reasonable taking into account circumstances known to them as of the date of such determination, specifically including assumptions as to mortality and expected retirement ages, and, except as adjusted to satisfy the requirements that such assumptions be reasonable, consistent with prior practice. Projected costs include all legally required contributions to any such plans, plus the reasonably estimated ongoing costs of providing the annual benefits payable under any such Company Plans on the assumption those plans remain in effect in accordance with their terms.

(e) Neither the Company nor any of its ERISA Affiliates, currently maintains or has, within the previous six years, maintained, been obligated to contribute to or incurred any material liability that remains unsatisfied as of the date of this Agreement with respect to any multiemployer plan, as defined in Section 3(37) of ERISA.

(f) Except as set forth in Schedule 5.14(f) of the Company Disclosure Schedule, neither the Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding agreement to maintain or contribute to any Company Plan.

(g) Each Company Plan (i) except as set forth in Schedule 5.14(g) of the Company Disclosure Schedule, has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA, the Code and other applicable laws; (ii) which is intended to be a qualified plan within the meaning of Section 401(a) of the Code has a favorable determination from the IRS as to its qualified status or is within the remedial amendment period for making any required changes; and (iii) may, except as set forth in Schedule 5.14(g) of the Company Disclosure Schedule, without liability, be amended, terminated or otherwise discontinued, except as specifically prohibited by federal law.

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(h) With respect to each Company Plan, (i) there are no inquiries or proceedings pending or threatened by the IRS, the Department of Labor, or any participant or beneficiary (other than claims for benefits in the ordinary course) with respect to the design or operation of the Company Plans; (ii) the Company has made or provided for all contributions required under the material terms of such Company Plans and any applicable laws for all periods through the Closing Date; and (iii) there have been no “prohibited transactions” (as described in Section 4975 of the Code or in Part 4 of Subtitle B of Title I of ERISA) for which a statutory, administrative, or regulatory exemption is not available.

(i) Except as set forth in Section 4.6 with respect to Options and Stock Grants, in the Change in Control Agreements provided pursuant to Section 5.14(a) and in Schedule 5.14(i) of the Company Disclosure Schedule, no Company Plan provides material benefits, payments or other remuneration to any employee, director, former employee or former director, including, without limitation, death or medical benefits, upon a change of control, or beyond termination of service or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code. Except as set forth in Schedule 5.14(i) of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate has incurred any material liability to any current or former employee with respect to any material employer paid continuation of medical, dental, life or disability coverage for any period of time beyond retirement or termination of employment.

(j) The Company and each ERISA Affiliate and each of the Foreign Plans are in compliance in all material respects with the provisions of the laws of each jurisdiction in which any of the Foreign Plans are maintained, to the extent such laws are applicable to the Foreign Plans. All material reports, returns and similar documents with respect to any Foreign Plan required to be filed with any government agency or distributed to any Foreign Plan participant have been duly and timely filed or distributed. Except as set forth in Schedule 5.14(d) of the Company Disclosure Schedule, the assets of each of the Foreign Plans (which is an employee pension benefit plan as defined in Section 3(2) of ERISA or otherwise provides retirement, medical or life insurance benefits following retirement) are at least equal to the liabilities of such plans and the Parent or Subsidiary will incur no material liability with respect to any Foreign Plan (or any Foreign Plan previously terminated or transferred to another entity) with respect to service thereunder performed before the Effective Time.

SECTION 5.15 Labor Controversies. There are no controversies pending or, to the Knowledge of the Company, threatened between the Company or its subsidiaries and any of their respective employees, except for such controversies which have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Schedule 5.15 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries, nor does the Company know of any activities or proceedings of any labor union to organize any such employees. The Company has no Knowledge of any current strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any employees of the Company or any of its subsidiaries.

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SECTION 5.16 Environmental Matters.

(a) Each of the Company and its subsidiaries is in compliance with all applicable federal, state, local and foreign laws and regulations relating to protection of human health and the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) and worker health and safety (collectively, “Environmental Laws”), except for possible non-compliance that has not had and could not reasonably be expected to, individually or in the aggregate, result in liabilities, losses, damages, claims, costs or expenses of or in excess of $5,000,000 (a “Material Environmental Condition”), which compliance includes, but is not limited to, the possession by the Company and its subsidiaries of all material Permits required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof. Neither the Company nor its subsidiaries have received written notice of, or, to the Knowledge of the Company, is the subject of, any action, cause of action, claim, investigation, demand or notice by any Person alleging liability under or non-compliance with any Environmental Law (an “Environmental Claim”) that is unresolved, or for which payment or other performance is still pending, and which could reasonably be expected to, individually or in the aggregate, have a Material Environmental Condition.

(b) No hazardous, toxic or polluting substance, material or waste, including, without limitation, petroleum or fractions thereof, polychlorinated biphenyls, asbestos or asbestos-containing materials, and radioactive materials (“Hazardous Substances”) have been released, spilled, leaked, discharged, disposed of, pumped, poured, emitted, emptied, injected, leached, dumped or allowed to escape (“Released”) at any property now or formerly owned, operated or leased by the Company or its subsidiaries or any of their predecessors during or prior to the ownership, operation, or leasehold of any such property except for such Releases that have not and could not reasonably be expected to require investigation, remediation or other response action under applicable Environmental Laws or constitute a violation of Environmental Laws, in either case, that individually or in the aggregate could reasonably be expected to have a Material Environmental Condition. No asbestos, asbestos-containing materials or polychlorinated biphenyls was present at the time of ownership, operation or leasehold at any property now or formerly owned, operated or leased by the Company or its subsidiaries or any of their predecessors in the ownership, operation, or leasehold of any such property in violation of Environmental Laws or which requires abatement, removal, retrofilling or other investigation or remediation under Environmental Laws, except where any such presence could not, individually or in the aggregate, reasonably be expected to have a Material Environmental Condition. No Hazardous Substances managed, used, generated, treated, manufactured, processed, handled, stored, recycled, transported, disposed or Released by the Company or its subsidiaries or any of their predecessors in the ownership, operation, or leasehold of any such property has come to be located at any site listed on the National Priorities List promulgated pursuant to the Comprehensive Environmental Response and Liability Act, or any similar list maintained by any Governmental Authority which requires investigation, remediation or other response actions under applicable Environmental Laws, except to the extent such matters have not and could not reasonably be expected to have, individually or in the aggregate, a Material Environmental Condition. For such environmental matters, including liability under and violations of Environmental Laws, for which the Company and its subsidiaries are required to establish

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accounting reserves, the reserves established by the Company and its subsidiaries are sufficient as required by GAAP, except where the failure to so reserve has not and could not reasonably be expected to, individually or in the aggregate, result in additional liabilities, losses, damages, claims, costs or expenses of $1,000,000 or more above such reserves. The Company and its subsidiaries have not retained or assumed by written contract any material monetary liability or responsibility of another party for any environmental matters including liability under or violations of Environmental Laws other than, in each case, liabilities or responsibilities that could not, individually or in the aggregate, have a Material Environmental Condition. The Company has heretofore made available to Parent all material written environmental inspections, studies, audits, and tests in the Company’s possession, custody or control related to any property or business now or previously owned, operated or leased by Company and its subsidiaries.

(c) Notwithstanding any other representation and warranty in this Article V, the representations and warranties contained in this Section 5.16 constitute the sole representation and warranties of the Company with respect to any Environmental Law, Environmental Claim or Hazardous Substance.

SECTION 5.17 Title to Assets. The Company and each of its subsidiaries has good and marketable title in fee simple to all its real property and good and valid title to all its material leasehold interests and other material assets and properties (real, personal or intangible) reflected in the most recent balance sheet included in the Company Financial Statements, except for properties and assets that have been disposed of in the ordinary course of business since the date of such balance sheet, free and clear of all mortgages, liens, pledges, charges or encumbrances, except (a) liens for current taxes, payments of which are not yet delinquent, (b) liens consisting of zoning or planning restrictions, minor utility and municipal easements, permits and other restrictions or limitations on the use of real property, irregularities, imperfections in title, or other easements and encumbrances, if any, as do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s business operations (in the manner presently carried on by the Company), and (c) as disclosed in the Filed Company SEC Reports. Schedule 5.17 of the Company Disclosure Schedule sets forth the addresses of all real property owned by the Company or its subsidiaries. All leases under which the Company leases any real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event which with notice or lapse of time or both would become a default other than failures under such leases which have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The material machinery and equipment owned or leased by the Company and its subsidiaries is, in the aggregate, (i) suitable for the uses for which it is currently employed and (ii) in operating condition (except for ordinary wear and tear).

SECTION 5.18 Intellectual Property; Software.

(a) To the Knowledge of the Company, each of the Company and its subsidiaries owns, or is validly licensed or otherwise has the right to use (in each case, free and clear of all material liens and encumbrances) all patents, patent applications, trademarks (both registered and unregistered), trade names, service marks (both registered and unregistered),

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copyrights (both registered and unregistered) and other proprietary intellectual property rights, computer programs and other technology that are material to the Company’s businesses. Schedule 5.18(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of all patents and pending patent applications, trademarks, service marks, trade names, material copyrights (including without limitation, computer software programs), and registrations and applications for registration of copyrights, trademarks, service marks, trade names, trade dress and domain names (collectively “Intellectual Property”) owned or held for use by the Company or any of its subsidiaries in the conduct of its business.

(b) Schedule 5.18(b) of the Company Disclosure Schedule sets forth a list of all material licenses, sublicenses and other similar agreements (whether written or otherwise) (“Material License”) (A) pertaining to any patents, trademarks, service marks, trade names, copyrights, trade secrets, computer software (other than commercially available, off-the-shelf software applications obtained or licensed for less than $20,000.00), website design or other intellectual property used by the Company or its subsidiaries in the conduct of their business, and (B) by which the Company licenses or otherwise authorizes a third party to use the Company’s or any of its subsidiaries’ Intellectual Property. The Company is in compliance in all material respects with such agreements. Except as set forth in Schedule 5.18(b) of the Company Disclosure Schedules, the Transactions, in and of themselves, do not and will not trigger any provision under any Material License to (x) permit the termination of such agreement by the licensor; (y) permit the renegotiation of any terms, including without limitation the amount of any commission, royalty or other fee(s) payable under such agreement; or (z) restrict, in any material way, the Company’s or Surviving Corporation’s use of such intellectual property in the business subsequent to the Effective Time or the purchase of shares of Company Common Stock pursuant to the Offer. To the Knowledge of Company, the computer software and information technology systems owned, leased or licensed for use in the business do not contain any viruses, worms, or other malicious code, and any such software or systems, to the extent applicable, will consistently and accurately perform their intended functions, except to the extent that the failure of such systems to so perform could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c) In each of the following cases, except for those matters that have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) to the Knowledge of the Company, the business operations of the Company and its subsidiaries do not infringe, dilute, misappropriate or otherwise violate the patents, trademarks, service marks, trade names, trade dress, copyrights (including computer software), trade secrets or other intellectual property rights of any Person; (ii) to the Knowledge of the Company, no Person is challenging or infringing on or otherwise violating any right of the Company or any of its subsidiaries with respect to any Company Intellectual Property; (iii) neither the Company nor any of its subsidiaries has received any written notice of any claim, demand, suit, order or proceeding that the operations of the Company or any of its subsidiaries infringe, misappropriate or otherwise violate the intellectual property rights of any Person; (iv) to its Knowledge, except as set forth in Schedule 5.18(c) of the Company Disclosure Schedule, all Company Intellectual Property is in full force and effect, is owned by the Company or its subsidiaries free and clear of all liens, encumbrances and other

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claims, and is not the subject of any cancellation or reexamination proceeding or any proceeding challenging their extent or validity, and if such intellectual property is of the type for which ownership is recorded, is held of record by the Company or one of its subsidiaries; and (v) to the Knowledge of the Company, none of the material trade secrets, know-how or other confidential or proprietary information of the Company has been disclosed, with the authority of the Company, to any Person unless such disclosure was appropriate in the reasonable judgment of the Company and made pursuant to an appropriate confidentiality agreement.

(d) To the Knowledge of the Company, the material information technology systems owned, licensed, leased, operated on behalf of, or otherwise held for use in the business by Company and any of its subsidiaries, including all computer hardware, software, firmware and telecommunications systems used in the business of Company and its subsidiaries perform reliably and in material conformance with the reasonable requirements of the Company. Except for scheduled or routine maintenance and unexpected or unanticipated problems, the information technology systems of Company are fully available for use in the business and, as applicable, by the customers and clients of the Company, 24 hours a day, 7 days a week. Company has taken commercially reasonable steps to provide for the archival, back-up, recovery and restoration of the critical business data of the business.

(e) To the Knowledge of the Company, the Company owns or possesses the right to use, including without limitation the right to modify and create derivative works of, the design, content, and all material intellectual property rights associated with and contained in all of the Company’s operating web sites, including without limitation http://www.hunt-corp.com and http://www.xacto.com. The Company owns all right, title and interest in or has the right to use the design and content of the web site free and clear of all claims, including without limitation claims or rights of joint owners and employees, agents, consultants or other parties involved in the development, creation, maintenance or enhancement of the web site.

SECTION 5.19 Brokers and Finders. Except for its obligation to pay fees and expenses pursuant to its agreement with J.P. Morgan Securities Inc., a copy of which has been previously furnished to Parent, the Company has not entered into any contract, arrangement or understanding with any Person which may result in the obligation of the Company or any of its subsidiaries or Parent or any of its subsidiaries to pay any finder’s fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby. Except for the fees and expenses payable to J.P. Morgan Securities Inc., no Person is entitled to receive any investment banking, brokerage or finder’s fee, or commission in connection with this Agreement, the Offer, the Merger or the other Transactions based upon arrangements made by or on behalf of the Company or any of its subsidiaries.

SECTION 5.20 Opinion of Financial Advisor. J.P. Morgan Securities Inc., has rendered the Fairness Opinion to the Board of Directors of the Company, it being understood and acknowledged by Parent and Subsidiary that such opinion has been rendered for the benefit of the Board of Directors of the Company and is not intended to, and may not, be relied upon by Parent, its affiliates or their respective subsidiaries. The Company has been authorized by J.P.

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Morgan Securities Inc. to permit the inclusion of reference to the Fairness Opinion in the Offer Documents and the opinion itself in the Schedule 14D-9 and the Proxy Statement.

SECTION 5.21 State Takeover Statutes. The Company has taken all action available to it to render the provisions of any Pennsylvania anti-takeover statute, rule or regulation that may be applicable to the Transactions (including Sections 2538 through 2588, inclusive, of the PBCL) inapplicable to Parent, Subsidiary and their respective affiliates, and to the Offer, the Merger, the Tender and Voting Agreement and this Agreement. Except for an exemptive filing under the Pennsylvania Takeover Disclosure Law, no Pennsylvania anti-takeover statute, rule or regulation (other than Sections 1921 through 1930 of the PBCL and provisions of the PBCL generally applicable to the powers of a corporation and the duties and powers of its board of directors in a takeover context, including Sections 1502(a)(18), 1525(b), 1715 and 2513) is applicable to the Transactions, including the Merger. As a result of the foregoing actions, to the Company’s Knowledge, the only corporate action required to authorize the Merger is the Company Shareholders’ Approval and no further action is required to authorize the other Transactions.

SECTION 5.22 Affiliate Transactions. Except as disclosed in the Filed Company SEC Reports, there are no other transactions, agreements, arrangements or understandings between the Company or its subsidiaries, on the one hand, and the Company’s affiliates (other than wholly-owned subsidiaries of the Company) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

SECTION 5.23 Products Liability. All written warranties made by the Company or any of its subsidiaries since October 31, 2001 are substantially similar to those provided to Parent, other than as to the duration of the warranties provided thereunder, which vary among products. Except as disclosed on Schedule 5.23(a) of the Company Disclosure Schedule, there are no existing tort claims or liabilities based in tort arising from or alleged to arise from any injury to person or property as a result of the manufacture, sale, ownership, possession or use of any product of the Company (other than any contract claim based on standard warranty obligations made by the Company or its subsidiaries in the ordinary course of the conduct of their business to purchasers of their products), which individually or in the aggregate could reasonably be expected to have a Company Material Adverse Effect.

SECTION 5.24 Relationship with Customers and Suppliers. Schedule 5.24(a) of the Company Disclosure Schedule attached hereto lists the names of the 10 suppliers of the Company and its subsidiaries that accounted for the largest dollar volume of purchases by the Company and its subsidiaries for the eleven months ended October 27, 2002 (the “Major Suppliers”). Except as disclosed on Schedule 5.24(b) of the Company Disclosure Schedule, there are no suppliers of raw materials to the Company and its subsidiaries for which there are not adequate alternative suppliers of such raw materials on commercially reasonable terms. Schedule 5.24(c) of the Company Disclosure Schedule attached hereto lists the names of the 10 customers of the Company and its subsidiaries that accounted for the largest dollar volume of purchases from the Company and its subsidiaries for the eleven months ended October 27, 2002 (the “Major Customers”). To the Knowledge of the Company, except as disclosed on Schedule 5.24(d) of the Company Disclosure Schedule, during the eleven month period immediately

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before the date of this Agreement, no Major Customer or Major Supplier has terminated or materially reduced, or has given written or oral notice that it intends to terminate or materially reduce, the amount of business done with the Company.

SECTION 5.25 No Excess Parachute Payments; Termination Payments; Section 162(m) of the Code. Except as set forth in Schedule 5.25(a) of the Company Disclosure Schedule, any amount that will be received (whether in cash or property or the vesting of property) as a result of any of the Transactions by any employee, officer or director of either of the Company or any subsidiary who is a “disqualified individual” (as is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Plan will not be characterized as an “excess parachute payment” (as is defined in Section 280G(b)(1) of the Code). Except as set forth in Section 5.25(b) of the Company Disclosure Schedule, there are no payments that the Company or any of its subsidiaries, or the Surviving Corporation is or would be required to make to any of the Company’s or its subsidiaries’ current or former employees which payment is contingent upon a change of control of the Company or any of its subsidiaries or payable as a result of the transactions contemplated herein, including, without limitation, the termination of any of the Company’s or any of its subsidiaries’ employees after the Effective Time. The disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by the Company or any of its subsidiaries under any commitment, program, arrangement or understanding.

SECTION 5.26 Indemnification Claims. Other than as set forth in Schedule 5.26 of the Company Disclosure Schedule, the Company has not received written notice of any indemnification, breach of contract or similar claims by or against the Company or any of its subsidiaries which are pending or threatened (or which could be reasonably expected to be made in the future), in each case in excess of $250,000 in amount, with respect to any acquisition or disposition by the Company of any assets or businesses.

SECTION 5.27 Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held on November 11, 2002, has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the shareholders of the Company and declared the Merger to be advisable; (ii) approved this Agreement and the Tender and Voting Agreement; and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s shareholders at the Company’s Shareholders’ Meeting.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY

Parent and Subsidiary each represent and warrant to the Company that:

SECTION 6.1 Organization and Qualification. Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and Subsidiary is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For purposes of this Agreement, a “Parent Material Adverse Effect” means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other such changes, events, violations, inaccuracies, circumstances or effects, that materially impairs the ability of Parent to perform on a timely basis its obligations under this Agreement or the consummation of the Transactions. True, accurate and complete copies of each of Parent’s and Subsidiary’s articles (or certificate) of incorporation and bylaws, in each case as in effect on the date of this Agreement, including all amendments thereto, have heretofore been delivered to the Company.

SECTION 6.2 Authority; Non-Contravention; Approvals.

(a) Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and to consummate the Offer, the Merger and the other Transactions. This Agreement has been approved by the sole shareholder of Subsidiary and the Boards of Directors of Parent and Subsidiary, and no other corporate proceedings on the part of Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by Parent and Subsidiary of the Transactions. This Agreement has been duly executed and delivered by each of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general equitable principles.

(b) The execution, delivery and performance of this Agreement by each of Parent and Subsidiary does not and the consummation of the Offer and the Merger and the other Transactions will not violate, conflict with or result in violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under (i) the respective articles (or certificates) of incorporation or bylaws of Parent or any of its

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subsidiaries, (ii) any law, regulation, judgment, injunction, order or decree binding on or applicable to Parent or any of its subsidiaries, except that no representation or warranty is made with respect to any antitrust statute, regulation, rule or other such restriction), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected; subject in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (before the Effective Time) the Parent Required Statutory Approvals (as defined in Section 6.2(c)). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clause (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that have not had and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(c) Except for (i) the filings by Parent required by the HSR Act, (ii) required filings pursuant to the Exchange Act, and filings as may be required under the Securities Act and any applicable state securities or blue sky laws or state takeover laws, (iii) the filing of appropriate documents with the relevant authorities of other states or jurisdictions in which the Parent or any of its subsidiaries is qualified to do business, (iv) the making of the Merger Filing with the Department of State of the Commonwealth of Pennsylvania in connection with the Merger, (v) any required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions, and (vi) the filing of reports with the U.S. Department of Commerce regarding foreign direct investment in the United States, if applicable (the filings and approvals referred to in clauses (i) through (vii) are collectively referred to as the “Parent Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent or Subsidiary or the consummation by Parent or Subsidiary of the transactions contemplated hereby.

SECTION 6.3 Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion or incorporation by reference in the Proxy Statement, if any will, at the time of its mailing or at the time of the Shareholders Meeting, if required under applicable law, 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event relating to Parent or any of its subsidiaries, officers or directors is discovered by Parent that shall be set forth in a supplement to the Proxy Statement, Parent will promptly inform the Company.

SECTION 6.4 Offer Documents; Schedule 14D-9. Neither (a) the Offer Documents, (b) any information supplied by Parent or Subsidiary in writing for inclusion or incorporation by reference in the Information Statement, (c) any information supplied by Parent or Subsidiary in writing for inclusion or incorporation by reference in the Schedule 14D-9 shall, nor (d) any other document required to be filed with the SEC in connection with the Transactions, at the respective

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times the Offer Documents, the Information Statement, the Schedule 14D-9 or other such documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 are made, not misleading. The Offer Documents, the Information Statement, the Schedule 14D-9 and any other such required document will in each case as of the date of mailing comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by Parent or Subsidiary with respect to statements made or incorporated by reference in any of the foregoing documents based on information supplied by the Company for inclusion or incorporation by reference therein.

SECTION 6.5 Financing. Subsidiary has and will have at each of (i) the time of acceptance for purchase by Subsidiary of the shares of Company Common Stock pursuant to the Offer and (ii) the Effective Time, the funds necessary to consummate the Offer and the Merger on the terms contemplated by this Agreement.

SECTION 6.6 Brokers and Finders. Parent and its subsidiaries have not entered into any contract, arrangement or understanding with any Person which may result in the obligation of the Company or any of its subsidiaries, to pay prior to or following the Effective Time any finder’s fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby. Except as set forth in Section 5.19, to the Knowledge of Parent, no Person is entitled to receive from the Company or any of its subsidiaries any investment banking, brokerage or finder’s fee or commission prior to or following the Effective Time in connection with this Agreement, the Offer, the Merger or the other Transactions based upon arrangements made by or on behalf of Parent or any of its subsidiaries.

SECTION 6.7 Subsidiary. Subsidiary was formed solely for the purposes of engaging in the transactions contemplated hereby, and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

SECTION 6.8 Parent and Subsidiary’s Business. Neither Parent nor Subsidiary, nor any other subsidiary for which Parent is the “Ultimate Parent Entity” (as such term is defined in 16 Code of Federal Regulations §801.1(a)(3)), is engaged in any business that derives revenue from an industry that is classified under the following North American Industry Classification System six-digit codes: 322233, 325520, 326140, 332211, 332212, 333999, 335211, 339942, 422990, or 424120.

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ARTICLE VII

COVENANTS OF THE PARTIES

SECTION 7.1 Mutual Covenants.

(a) General. Subject to the terms and conditions hereof (including Section 8.2(b)), each of the parties shall (and shall cause its respective subsidiaries to) use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the Offer and the Merger and the other Transactions, including, without limitation, using commercially reasonable efforts to prepare, execute and deliver such instruments and take or cause to be taken such actions as are necessary, proper or advisable under applicable laws and regulations to consummate and make effective as soon as reasonably practicable the Transactions. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement and the Tender and Voting Agreement, each party to this Agreement and its proper officers and directors shall take all such necessary action. Such commercially reasonable efforts shall apply to, without limitation, the obtaining of all necessary consents, approvals or waivers from third parties and Governmental Authorities necessary to the consummation of the Transactions.

(b) HSR Act. Without limiting the foregoing, each of the parties undertakes and agrees to file as soon as practicable, and in any event within five business days after the date of this Agreement, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice, Antitrust Division (the “Antitrust Division”), and to make any other competition filing or notifications required by any other Governmental Authority as promptly as practicable. Each of the parties shall (i) respond as promptly as practicable to any formal or informal inquiries received from the FTC or the Antitrust Division for additional information or documentary materials, and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust or competition matters, and (ii) take all commercially reasonable steps to seek early termination of any applicable waiting period under the HSR Act or any similar laws and to obtain all required approvals, and (iii) refrain from entering into any agreement with the FTC or the Antitrust Division or any Governmental Authority not to consummate or delay consummation of or to give notice of consummation other than as required by law, of the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Each of the parties or its counsel shall promptly notify the other party or its counsel of any written or oral communication to that party or counsel from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority and shall permit the other party or its counsel to review in advance any proposed written communication to any of the foregoing. Notwithstanding the foregoing or any other provisions contained in this Agreement or the Tender and Option Agreement to the contrary, neither Parent nor the Company nor any of their affiliates shall be under any obligation of any kind to (i) respond to a second request for information under the HSR Act or to enter into any negotiations or to otherwise agree with or litigate against any Governmental Authority, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust,

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competition or other similar laws, or (ii) otherwise agree with any Governmental Authority or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent’s affiliates.

(c) Other Governmental Matters. Without limiting the foregoing, and subject to the terms and conditions hereof, each of the parties hereto shall (and shall cause its subsidiaries to) use commercially reasonable efforts to take any additional action that may be necessary, proper or advisable to (i) obtain from any Governmental Authority any consent, license, permit, waiver, approval, authorization (including, without limitation, SEC “no-action” letters) required or appropriate to be obtained by either Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer and the Merger and the other transactions contemplated hereby, (ii) make all necessary filings, and thereafter make any required submissions with respect to the Offer and the Merger and the other Transactions required under the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities or other laws, and (iii) effect all other necessary registrations, filings and submissions. Each of the parties shall (and shall cause each of their respective subsidiaries to) cooperate and use commercially reasonable efforts to contest vigorously and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent that is in effect and restricts, prevents, prohibits or otherwise bars the consummation of the Offer or the Merger or any other Transaction.

(d) Shareholder Approval; Preparation of Proxy Statement.

(i) If the Company’s Shareholders Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer in accordance with the terms of Section 1.1 of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”) for the purpose of obtaining such approval. Notwithstanding the foregoing, if Subsidiary shall acquire 80% or more of the then outstanding shares of Company Common Stock, each of the parties shall take all necessary and appropriate actions to cause the Merger, pursuant to the terms thereof, to become effective as promptly as practicable after such acquisition without a meeting of the shareholders of the Company and otherwise in accordance with Section 1924(b)(1) of the PBCL (including, without limitation, adoption by the board of directors of Subsidiary of a short-form plan of merger in accordance with the PBCL and consistent with the terms of the Merger).

(ii) If the Company Shareholders’ Approval is required by law, the Company shall at Parent’s request, as soon as practicable following the expiration of the Offer in accordance with the terms of Section 1.1, prepare and file a preliminary proxy statement or Information Statement (as amended and supplemented, the “Proxy Statement”) with the SEC and shall use all commercially reasonable efforts to respond to any comments of the SEC or its staff, and cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company

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shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the directors of the Company with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time before the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and shall furnish the Company with all information required or reasonably requested to be included therein with respect to Parent or Subsidiary. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and any such correspondence before its filing with the SEC or dissemination to the Company’s shareholders. Subject to Section 8.2, the Board of Directors of the Company shall recommend that the Company’s shareholders vote to approve the Merger and this Agreement and, if such vote is sought, shall use commercially reasonable efforts to solicit from shareholders of the Company proxies in favor of the Merger and shall take all other action reasonably necessary and appropriate to secure the vote of shareholders required by the PBCL to effect the Merger.

(iii) To the extent permitted by law, Parent agrees to cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Parent or any of its subsidiaries to be voted in favor of the Merger.

(iv) Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to be used in the Proxy Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and, if necessary, to have declared effective or cleared by the SEC, any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of the Company, in each case to the extent required by applicable law.

(e) Notification of Certain Matters. From and after the date of this Agreement and until the Effective Time, upon receiving Knowledge thereof, each party hereto shall promptly notify the other parties hereto of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A or any condition to the Merger set forth in Article IX, not being satisfied, (ii) the Company’s failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article IX, not being satisfied and (iii) any representation or warranty made by such party contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect; provided, however, that the delivery of any notice pursuant to this Section 7.1(e) shall not eliminate such party’s obligation to cure any breach of any representation or warranty contained in this

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Agreement or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(f) Public Statements. All press releases or other public statements with respect to the Offer or the Merger or the other Transactions shall require the prior mutual agreement and approval of both Parent and the Company, unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of any securities exchange in which event such party shall to the extent reasonably possible consult with the other party prior to making any public statement.

(g) Takeover Statutes. If any state takeover statute or similar statute, rule or regulation (Pennsylvania or otherwise) becomes applicable to the Offer, the Merger, this Agreement, the Tender and Voting Agreement or any other Transaction, the Company and its Board of Directors shall use best efforts to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Tender and Voting Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions.

(h) Each party hereto shall use commercially reasonable efforts not to, and shall use commercially reasonable efforts not to permit any of its subsidiaries to, take any action or nonaction that will, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 8.2 and subject to Section 7.1(b), any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article IX, not being satisfied.

SECTION 7.2 Covenants of the Company.

(a) Conduct of Business. Except as otherwise contemplated by this Agreement or disclosed on Schedule 7.2 of the Company Disclosure Schedule, after the date of this Agreement and before the Closing Date or earlier termination of this Agreement, unless Parent shall otherwise consent in writing (which consent, except in the case of Sections 7.2(a)(v)(A), (B), (C), (D), (E), (H), (I), (J), (K) or, to the extent related to the aforesaid subclauses, Section 7.2(a)(v)(P) below, shall not be unreasonably withheld or delayed (such reasonableness to be viewed from the Parent’s perspective)) the Company shall (and shall cause its subsidiaries to):

(i) conduct its business in the ordinary course of business in all material respects, in substantially the same manner as conducted before the date of this Agreement, and in the event of unforeseen circumstances materially disrupting the operation of the Company in the ordinary course of business, use commercially reasonable efforts to conduct its business in the ordinary course;

(ii) use commercially reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its respective present officers

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and key employees, and preserve the goodwill and business relationships with material customers and others having material business relationships with it;

(iii) except as required by an existing contract or agreement, not (A) increase the amount of compensation of any director or executive officer, (B) make any material increase in or commitment to increase materially any employee benefits, or (C) adopt or make any commitment to adopt any material new employee benefit plan or make any material contribution, grant or award, other than regularly scheduled contributions, to any Company Plan;

(iv) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses providing such coverage to the Company and its subsidiaries as is consistent with past practice; and

(v) not

(A) amend or propose to amend its articles (or certificate) of incorporation or bylaws or equivalent organizational documents;

(B) authorize for issuance, issue, sell, offer, deliver, pledge or otherwise encumber or agree, propose to offer or commit to issue, sell, deliver, pledge or otherwise encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any additional shares of its capital stock of any class or other securities or equity equivalents (including, without limitation, stock options and any stock appreciation rights) or securities convertible into or exchangeable for (or accelerate any right to convert or exchange securities for any capital stock of the Company other than as provided in Section 4.6 hereof), except that (1) the Company may issue shares upon exercise of options or the vesting of stock grants outstanding on the date of this Agreement, in accordance with their respective terms as in effect on the date of this Agreement, and (2) any subsidiary of the Company may issue capital stock or other securities to the Company or to another wholly owned subsidiary of the Company;

(C) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a wholly-owned direct or indirect subsidiary of the Company by a wholly-owned direct or indirect subsidiary of the Company;

(D) adopt, authorize or propose a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries (other than (A) as permitted pursuant to Section 7.2(b), and (B) the Merger);

(E) redeem, purchase, acquire or offer or propose to redeem, purchase or acquire any shares of its capital stock or any options, warrants or rights to

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acquire any of its capital stock or any security convertible into or exchangeable for its capital stock;

(F) make any material acquisition of any assets or businesses other than (1) in the ordinary course of business, (2) expenditures for fixed or capital assets up to the remaining amount available under the Capital Spending Budget for Fiscal Year 2002 and (3) from and after December 2, 2002, expenditures for fixed or capital assets in aggregate amount not to exceed the total amount available for capital expenditures pursuant to the Fiscal 2003 Capital Spending Budget.

(G) sell, lease, exchange pledge, encumber or otherwise dispose of any material assets other than (1) sales in the ordinary course of business, (2) sales disclosed in the Company Disclosure Schedule, and (3) pledges or encumbrances entered into in the ordinary course of business;

(H) make or revoke any material Tax election except in a manner consistent with past practice, change any material method of accounting for Tax purposes, or settle or compromise any material Tax liability with any Governmental Authority;

(I) voluntarily delist any securities from the New York Stock Exchange;

(J) adopt or effect any material change in accounting policies or practices, except to the extent required by generally accepted accounting principles, or by applicable law;

(K) purchase any derivative securities, except for purchases to hedge interest and foreign exchange rate exposure in the ordinary course of business;

(L) except in the ordinary course of business, modify or amend or terminate any Contracts or waive, release or assign any material right or claims;

(M) (i) incur any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any similar arrangement or (ii) make any loans, advances or capital contributions to, or investments in, any other person, other than (x) to or in the Company or any direct or indirect wholly owned subsidiary of the Company and (y) advances of reimburseable expenses to any employee in the ordinary course of business;

(N) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practice or in accordance with their terms;

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(O) make a contribution in cash or assets to any rabbi trust or any analogous funding mechanism maintained or created to provide security under a nonqualified Company Plan, except to the extent required under such Company Plan as it exists on the date of this Agreement; or

(P) enter into any letter of intent or binding contract, agreement, commitment or arrangement with respect of any of the foregoing.

(b) Notwithstanding the foregoing, nothing in this Section 7.2 or any other provision of this Agreement shall prohibit (i) any wholly-owned direct or indirect subsidiary of the Company from combining, consolidating or merging with or into the Company or any other wholly-owned subsidiary of the Company, issuing any shares of its capital stock to the Company or any other wholly-owned subsidiary of the Company, paying dividends or making other distributions of assets to the Company or any wholly-owned direct or indirect subsidiary of the Company, or making loans to or incurring or borrowing from the Company or any other wholly-owned direct or indirect subsidiary of the Company or (ii) the Company (or any subsidiary of the Company) from fulfilling its obligations under any agreement or Contract to which it is a party on the date of this Agreement.

ARTICLE VIII

ADDITIONAL AGREEMENTS OF THE PARTIES.

SECTION 8.1 Access to Information.

(a) Subject to applicable law and to the terms and conditions of the Confidentiality Agreement dated September 9, 2002 between the Company and Parent (the “Confidentiality Agreement”), the Company and its subsidiaries shall afford to Parent and Subsidiary and Parent’s employees, directors, officers, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) full access during normal business hours, with reasonable notice, throughout the period before the Effective Time (including for the purpose of conducting any environmental investigations or audits that Parent or Subsidiary reasonably determine are necessary) to all of the Company’s properties, books, contracts, commitments and records and, during such period, shall furnish promptly to Parent or the Parent Representatives (i) a copy of each report, schedule and other document filed by the Company pursuant to the requirements of federal or state securities laws or filed by the Company with the SEC in connection with the transactions contemplated by this Agreement, (ii) such other information concerning the Company’s business, properties and personnel as Parent shall reasonably request, and (iii) permit Parent to make such inspections as it may reasonably require (and the Company shall cooperate with in any inspections, including, without limitation, environmental diligence); provided, that any such inspection shall be conducted in a manner reasonably calculated to minimize any disruption to the Company’s business. Parent and its subsidiaries shall hold and shall use commercially reasonable efforts to cause the Parent Representatives to hold in strict confidence all nonpublic documents and information furnished

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to Parent, Subsidiary and any Parent Representative in connection with the transactions contemplated by this Agreement in accordance and subject to the Confidentiality Agreement.

(b) If this Agreement is terminated, Parent shall promptly return to the Company (or, at the Company’s request, destroy) all nonpublic written material provided pursuant to this Section 8.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event all documents, memoranda, notes and other writings (including all electronic versions thereof) prepared by Parent based on the information in such material shall be destroyed (and Parent shall cause the Parent Representatives to similarly destroy the documents, memoranda and notes), and, if requested by the Company, such destruction shall be certified to the Company in writing by an authorized officer supervising such destruction.

SECTION 8.2 Acquisition Transactions.

(a) After the date hereof and before the Effective Time or earlier termination of this Agreement, the Company shall not, and shall not permit any of its subsidiaries to, and the Company shall use commercially reasonable efforts to cause its and its subsidiaries’ officers, directors and employees, and any attorney, accountant, investment banker, financial advisor or other agent retained by it or any of its subsidiaries not to, initiate, solicit, encourage (including by providing non-public or confidential information) or take any other action to facilitate any Acquisition Proposal (as defined herein) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of an Acquisition Proposal or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the foregoing or authorize or knowingly permit any of its officers, directors or employees or any of its subsidiaries or affiliates or any attorney, accountant, investment banker, financial advisor or other representative or agent retained by it or any of its subsidiaries to take any such action. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Transactions) involving the Company or (other than as expressly provided pursuant to this Agreement) its subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more of the consolidated assets of the Company and its subsidiaries in a single transaction or series of related transactions; (iii) any tender offer (including a self tender offer) or exchange offer that, if consummated, would result in any person or group beneficially owning more than 25% of the outstanding shares of any class of equity securities of the Company or the filing of a registration statement under the Securities Act in connection therewith; (iv) any acquisition of 25% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith or any other acquisition or disposition the consummation of which would prevent or materially diminish the benefits to Parent of the Merger; or (v) any public announcement by the Company or any third party of a proposal, plan or intention to do any of the foregoing or of any agreement to engage in any of the foregoing. “Company Acquisition Transaction” means a transaction consummated pursuant to an Acquisition Proposal.

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(b) Notwithstanding any provisions of this Agreement (including paragraph (a) above) to the contrary, prior to the purchase of a majority of the Fully Diluted Shares pursuant to the Offer, the Company may, in response to a written offer or proposal from a financially capable Person (a “Potential Acquiror”) with respect to an all-cash Acquisition Proposal that is not subject to a financing contingency and was not solicited by or on behalf of the Company after the date of this Agreement or otherwise the result of a violation of this Section 8.2 and which the Company’s Board of Directors determines in good faith, after consultation with its independent financial advisor, would reasonably be expected to result in a Superior Proposal, furnish confidential or non-public information to such Potential Acquiror and negotiate for a Company Acquisition Transaction with such Potential Acquiror, if, and only to the extent that (i) the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), determines in good faith that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties under applicable law, and (ii) prior to taking such action the Company (x) delivers to Parent and Subsidiary the notice required pursuant to Section 8.2(c) stating that it is taking such action and (y) receives from such person or group an executed confidentiality agreement that is not, in any material respect, less restrictive as to such person or entity than the Confidentiality Agreement and which, in any event, contains customary confidentiality and standstill restrictions and shall not contain any exclusivity provisions which would prohibit the Company from complying with its obligations under this Section 8.2 or otherwise under this Agreement. Additionally, nothing contained in this Section 8.2 shall prohibit the Company or the Board of Directors of the Company from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s shareholders if the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent counsel), determines in good faith that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under applicable law. It is understood and agreed that negotiations and other activities conducted in accordance with this paragraph (b) shall not constitute a violation of paragraph (a) of this Section 8.2 or any other provision of this Agreement. Notwithstanding anything herein to the contrary, this Section 8.2(b) and the proviso of Section 8.2(d) shall not apply with respect to any Acquisition Proposal or Superior Proposal from a Person (or such Person’s affiliates) that on or after January 1, 2002 entered into a confidentiality agreement, non-disclosure agreement or similar arrangement with the Company or any of its subsidiaries or any of their respective agents in contemplation of a possible Acquisition Proposal.

(c) The Company shall promptly notify (and, in any event, within one business day) Parent orally and in writing after receipt of any Acquisition Proposal, indication of interest or request for non-public information relating to the Company or its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any subsidiary by any Person that informs the Board of Directors of the Company or such subsidiary that it is considering making, or has made, an Acquisition Proposal and the status of any discussions with respect to an Acquisition Proposal. Such notice shall include the material terms of such request, Acquisition Proposal or inquiry and the identity of the person making any such request, Acquisition Proposal or inquiry and the Company’s response thereto. The Company will keep Parent fully informed of the status and details (including amendments or

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proposed amendments) of any such request, Acquisition Proposal or inquiry. Immediately following the execution of this Agreement, the Company will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

(d) Except as expressly permitted by this Section 8.2 (including, without limitation, the second sentence of Section 8.2(b)), neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent or Subsidiary, or propose to withdraw or modify in a manner adverse to Parent or Subsidiary or fail to make, its approval or recommendation of the Offer or the Merger or of the Tender and Voting Agreement, this Agreement and the other Transactions, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iii) take any action not previously taken to render the provisions of any anti-takeover statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) inapplicable to any person (other than Parent, Subsidiary or their affiliates) or group or to any Acquisition Proposal, or (iv) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal; provided, however, that prior to the purchase of a majority of the Fully Diluted Shares pursuant to the Offer, the Board of Directors of the Company may terminate this Agreement pursuant to Section 10.1(h) if, and only to the extent that (A) such Acquisition Proposal is a Superior Proposal, (B) the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), determines in good faith that the failure to do so would reasonably be expected to constitute a breach of its fiduciary duties under applicable law, (C) the Company shall, prior to or simultaneously with the taking of such action, have paid or pay to Parent or Subsidiary or their designee the Termination Fee referred to in Section 10.2, (D) the Company is not in material breach of its obligations under this Section 8.2, (E) the Company shall have complied with its obligations under Section 10.1(h), and (F) concurrently with such termination, the Company enters into a definitive acquisition agreement with respect to such Superior Proposal.

(e) “Superior Proposal” means any proposal made by one or more third parties (the “Bidders”) to acquire, directly or indirectly, including pursuant to a tender offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or other similar transaction, all the shares of Company Common Stock then outstanding or all or substantially all of the assets of the Company and its subsidiaries for consideration consisting of all cash and such proposal is not otherwise subject to a financing or funding condition, which the Board of Directors of the Company determines reasonably and in good faith (based on the written opinion of J.P. Morgan Securities Inc. or another financial advisor of nationally recognized reputation) to be more favorable to the holders of Company Common Stock from a financial point of view (taking into account any changes to the terms of this Agreement and the Offer that have been proposed by Parent in response to such proposal, and also taking into account the conditions and prospects for completion of such proposal) than the Offer, the Merger and the other Transactions taken as a whole.

SECTION 8.3 Expenses and Fees. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated

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hereby shall be paid by the party incurring such expenses, except (a) Parent shall pay the reasonable expenses of the Company, Parent and Subsidiary (including without limitation, filing fees and attorney’s fees) in connection with HSR filing or antitrust investigations by any Governmental Authority or proceeding, (b) the Company and Parent shall share equally the expenses incurred in connection with the filing, printing and mailing of the Proxy Statement, if any, and the Offer Documents, and (c) as provided in Section 10.2(b).

SECTION 8.4 Directors’ and Officers’ Indemnification.

(a) The indemnification (and advancement of expenses) provisions of the articles of incorporation and bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time before the Effective Time were directors, officers, employees, agents, fiduciaries or other representatives of the Company or, at the request of the Company, were serving as such with respect to another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan). If, within six years from the Effective Time, the Surviving Corporation is merged with and into Parent or another entity, the articles (or certificate) of incorporation and bylaws of Parent or such other entity shall, from and after such merger or until at least the sixth anniversary of the Effective Time, provide rights to indemnification for such indemnified persons at least equivalent to those in the articles of incorporation and bylaws of the Surviving Corporation. Subject to the foregoing, nothing in this Section 8.4 shall prevent a merger of the Surviving Corporation with another entity. Surviving Corporation shall honor, in accordance with their respective terms, each of the covenants contained in this Section 8.4 and each of the indemnification agreements to which the Company or any of its present or former subsidiaries and any of its or their present or former affiliates, directors and employees are a party as of the date of this Agreement without limit as to time.

(b) Without limiting Section 8.4(a), for a period of six years from and after the Effective Time, the Surviving Corporation shall, to the extent not prohibited by applicable law, indemnify and hold harmless any person who was or is a party (other than a party plaintiff suing on his behalf or in the right of the Company) or is threatened to be made a party to or a subject of any threatened, pending or completed action, suit or proceeding (collectively a “Proceeding”), including actions by or in the right of the Company, whether civil, criminal, administrative or investigative, by reason of the fact that such person (an “Indemnified Person”) is or was a director or officer of the Company, or is or was serving, while a director or officer of the Company, at the request of the Company as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes, punitive damages and amounts paid in settlement (collectively, a “Liability”) actually and reasonably incurred by such Indemnified Person in connection with such Proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. If an Indemnified Person is entitled to indemnification in respect of a portion, but not all, of any Liability, the Company shall indemnify such person to the extent of such portion.

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(c) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers all or substantially all of its properties and assets to any Person, or (iii) transfers any significant amount of its assets to an entity or other person that is an “affiliate” of Parent (as defined in Rule 13e-3 under the Exchange Act) for less than reasonably equivalent value, then and in each such case, proper provisions shall be made so that the successors and assigns or transferees of the Surviving Corporation (as applicable) shall assume the obligations of the Surviving Corporation set forth in this Section 8.4.

(d) After the consummation of the Offer and before the Effective Time, the Company (at the Subsidiary’s expense) shall obtain prepaid policies of directors’ and officers’ liability insurance, which policies provide the persons currently covered by the Company’s directors’ and officers’ liability insurance policy with substantially similar coverage (in terms of scope of coverage and amount) as in effect on the date hereof for a period of six years after the Effective Time, with respect to matters arising on or before the Effective Time.

(e) Expenses actually and reasonably incurred by an Indemnified Person in defending a Proceeding shall be paid by the Surviving Corporation in advance of the final disposition of such Proceeding (regardless of the financial condition of such Indemnified Person) upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.

(f) The rights of each Indemnified Party hereunder shall be in addition to and not in limitation of, any other rights such Indemnified Party may have under the articles of incorporation or bylaws of the Company, any indemnification agreement, under the PBCL or otherwise. The provisions of this Section 8.4 shall survive the consummation of the Merger as set forth herein and expressly are intended to benefit each of the Indemnified Parties.

SECTION 8.5 Employee Benefits.

(a) During the period commencing at the Effective Time and ending on the first anniversary thereof (the “Anniversary Period”), the Surviving Corporation shall provide to employees who were employees of the Company or its subsidiaries immediately prior to the Effective Time (collectively, “Company Employees”) severance benefits that are substantially similar to the severance benefits provided to those Company Employees under the Hunt Corporation Non-Officer Severance Plan and the Hunt Corporation Officer Severance Plan (the “Severance Plans”) as they exist on the date of this Agreement. During the Anniversary Period, the Surviving Corporation shall provide to Company Employees (for so long as they are employed by the Surviving Corporation) salary and other benefits that are, in the aggregate, substantially similar to those provided by the Company and its subsidiaries to such Company Employees immediately prior to the Effective Time (including, without limitation, benefits pursuant to qualified and nonqualified retirement plans, savings plans, medical, dental, disability and life insurance plans and programs, deferred compensation arrangements, bonus plans, and retiree benefit plans, policies and arrangements), but excluding for purposes of this comparison the Company’s long-term incentive programs or other Company Plans providing for

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compensation based on the equity of the Company and any such benefits provided prior to the Effective Time that consist of any equity-related compensation.

(b) Except to the extent prohibited by law, with respect to any employee benefit plans in which any Company Employees first become eligible to participate on or after the Effective Time, and in which such Company Employees did not participate before the Effective Time, the Surviving Corporation shall: (i) to the extent applicable, use commercially reasonable efforts to cause the waiver of all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any such plans in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the Company Plan, agreement, policy or arrangement that provides the same type of benefits as it existed immediately before the Effective Time; (ii) provide each Company Employee with credit for any co-payments and deductibles paid before the Effective Time (to the same extent such credit was given under the appropriate Company Plan, agreement, policy or arrangement that provides the same type of benefits as it existed immediately before the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any such plan in which such employees may be eligible to participate after the Effective Time; (iii) recognize all service of such Company Employees to the extent such Company Employee’s service was recognized by a Company Plan (or vacation, personal or sick day policy of the Company) as in effect on the date of this Agreement for all purposes (including, without limitation, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, benefit accrual) in any plan or policy in which such employees may be eligible to participate or receive benefits after the Effective Time, which provides the same type of benefits provided under the Company Plan as it existed immediately before the Effective Time and (iv) with respect to flexible spending accounts, provide each Company Employee with a credit for any salary reduction contributions made thereto and a debit for any expenses incurred thereunder with respect to the plan year in which the Effective Time occurs.

(c) Notwithstanding anything in this Section 8.5 to the contrary, (i) the Surviving Corporation shall not be required to take any actions under this Section 8.5 that would result in duplication of the benefits (including, without limitation, the accrual of benefits under a pension plan) with respect to any Company Employee, (ii) any plan, program or arrangement adopted or maintained by the Surviving Corporation, that is not a plan, program or arrangement that provides the same type of benefits provided under a Company Plan as of the date immediately prior to the Effective Time shall not be subject to the provisions of Section 8.5(b), and (iii) nothing in this Section 8.5 shall (A) subject to Sections 8.5(a) and 8.5(b), prohibit any changes to or terminations of the Company Plans (including, but not limited to, the Severance Plans), (B) confer upon any Company Employee any right with respect to continued employment by the Surviving Corporation or any of its ERISA Affiliates, or (C) create any third party beneficiary rights in any Company Employee, any beneficiary or any dependent thereof with respect to the compensation, terms and conditions of employment or benefits that may be provided to any Company Employee (or former Company Employee) by the Surviving Corporation or its ERISA Affiliates or under any benefit plan which the Surviving Corporation or its ERISA Affiliates may maintain or cause to be maintained with respect to such Company Employee.

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SECTION 8.6 Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and its directors or officers relating to the Offer, the Merger or the other Transactions until the consummation of the Offer, and thereafter, shall give Parent the opportunity to direct the defense of such litigation (at the Company’s cost) and, if Parent so chooses to direct such litigation, Parent shall give the Company and its directors and officers an opportunity to participate in such litigation; provided, however, that no settlement shall be agreed to before the consummation of the Merger without Parent’s consent, which consent shall not be unreasonably withheld or delayed; and provided further that no settlement requiring a payment or an admission of any wrongdoing by a director or officer shall be agreed to without such director’s or officer’s consent.

SECTION 8.7 Third Party Standstill Agreements. During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any material provision of any confidentiality or standstill or similar agreement to which the Company or any of its subsidiaries is a party (other than any involving Parent or Subsidiary). Subject to the foregoing, during such period, the Company agrees to enforce and agrees to permit (and, to the fullest extent permitted under applicable law, hereby assigns its rights thereunder to Parent and Subsidiary) Parent and Subsidiary to enforce on its behalf as third party beneficiaries thereof, to the fullest extent permitted under applicable law, the provisions of any such agreements, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court or other tribunal having jurisdiction. In addition, the Company hereby waives any rights the Company may have under any standstill or similar agreements to object to the transfer to Subsidiary of all shares of Company Common Stock held by shareholders covered by such standstill or similar agreements and hereby covenants not to consent to the transfer of any shares of Company Common Stock held by such shareholders to any other person unless (i) the Company has obtained the specific, prior written consent of Parent with respect to any such transfer or (ii) this Agreement has been terminated pursuant to Article X.

ARTICLE IX

CONDITIONS

SECTION 9.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, before the Effective Time, of the following conditions:

(a) if required by the PBCL, this Agreement shall have been adopted by the requisite affirmative vote of the shareholders of the Company in accordance with applicable law;

(b) no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated, or enforced by any court or Governmental Authority which is in effect and has the effect of prohibiting the consummation of the Merger; and

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(c) all the waiting periods applicable to the consummation of the Merger under the HSR Act or any other Governmental Authority, if any, shall have expired or been terminated and (i) in the case of the Company’s obligations, (x) all other Company Required Statutory Approvals necessary for the consummation of the Merger and the Transactions shall have been obtained and be in effect at the Effective Time, and (y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the Transactions shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent or approval could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) in the case of Parent’s and Subsidiary’s obligations, (x) all other Parent Required Statutory Approvals necessary for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and (y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the Transactions shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent or approval could not reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect.

SECTION 9.2 Conditions to Obligations of Parent and Subsidiary to Effect the Merger. The obligations of Parent and Subsidiary to effect the Merger are further subject to the satisfaction or waiver pursuant to Section 1.1, before the Effective Time, of the conditions that Subsidiary shall have accepted for payment and paid for the shares of Company Common Stock tendered pursuant to the Offer. Neither Parent nor Subsidiary may invoke this condition if Subsidiary fails to purchase shares of Company Common Stock so tendered and not withdrawn in violation of the terms of this Agreement or the Offer.

Article X

TERMINATION, AMENDMENT AND WAIVER

SECTION 10.1 Termination. This Agreement may be terminated at any time before the Effective Time, whether before or after approval of this Agreement and the Merger by the shareholders of the Company (if such approval is required by applicable law):

(a) by mutual written consent duly authorized by the Boards of Directors of Parent, Subsidiary and the Company;

(b) by Parent or the Company if any court of competent jurisdiction or other Governmental Authority shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree or ruling or other action is or shall have become nonappealable (and the terminating party shall have used commercially reasonable efforts to prevent the entry of such order);

(c) by the Company if (i) Subsidiary fails to commence the Offer in violation of Section 1.1, or (ii) Subsidiary shall not have accepted for payment and paid for

49

shares of Company Common Stock pursuant to the Offer in accordance with the terms thereof on or before January 31, 2003;

(d) by Parent or the Company if the Offer is terminated or withdrawn pursuant to its terms (including pursuant to the terms set forth on Annex A) without any shares of Company Common Stock being purchased thereunder;

(e) by Parent or Subsidiary, if due to an occurrence or circumstance that if occurring after the commencement of the Offer would make it impossible to satisfy any of the conditions set forth in Annex A hereto, Subsidiary shall have failed to commence the Offer in accordance with Section 1.1;

(f) by Parent or Subsidiary prior to the purchase of any shares of Company Common Stock pursuant to the Offer, if the conditions set forth in Section (a) or (b) of Annex A shall not be satisfied and remain uncured after the expiration of the cure period set forth therein;

(g) by the Company prior to the purchase of any shares of Company Common Stock pursuant to the Offer if (i) there shall have been a material breach of any representation or warranty in this Agreement on the part of Parent or Subsidiary which causes a Parent Material Adverse Effect or (ii) Parent or Subsidiary shall not have performed or complied with, in all material respects, each covenant or agreement contained in this Agreement and required to be performed or complied with by them, and such breach causes a Parent Material Adverse Effect, and which breach, in the case of either clause (i) and clause (ii) above, shall not have been cured in all material respects prior to the earlier of (A) 10 business days following notice of such breach to Parent and Subsidiary by the Company and (B) January 31, 2003;

(h) by the Company prior to the purchase of shares of Company Common Stock pursuant to the Offer, concurrently with the execution of a definitive acquisition agreement under the circumstances permitted by Section 8.2, provided, that such termination under this Section 10.1(h) shall not be effective unless (x) the Company and its Board of Directors shall have complied in all material respects with all their obligations under Section 8.2 and the Company shall have paid the Termination Fee pursuant to Section 10.2 and (y) the Company shall have provided Parent and Subsidiary with at least three business days’ written notice prior to terminating this Agreement, which notice shall be accompanied by (1) a copy of the proposed definitive acquisition agreement with respect to the Superior Proposal that the Company proposes to accept and (2) the Company’s written certification that it has made the determinations with respect to such Superior Proposal set forth in clauses (A) and (B) of the proviso in Section 8.2(d) and (3) the representation that the Company will, in the absence of any other Superior Proposal, execute such a definitive acquisition agreement unless Parent or Subsidiary modify the Offer or this Agreement such that the Company’s Board of Directors determines that the Offer and the Merger (as so modified) are at least as favorable to the holders of the Company Common Stock from a financial point of view as such Superior Proposal;

(i) by Parent or Subsidiary if (i) the Company shall have notified Parent that its Board of Directors has resolved to recommend another tender or exchange offer to

50

the shareholders of the Company, (ii) the Board of Directors of the Company or any committee thereof shall have withdrawn, or modified, amended or changed (including by amendment of the Schedule 14D-9) in a manner adverse to Parent or Subsidiary its approval or recommendation of the Offer, the Merger, any of the Transactions or this Agreement, or shall have approved or recommended to the Company’s stockholders an Acquisition Proposal or any other acquisition of shares of Company Common Stock other than the Offer and the Merger, or shall have adopted any resolutions to effect any of the foregoing or (iii) the Board of Directors of the Company shall have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transactions or this Agreement within two business days following Parent’s or Subsidiary’s written request to do so; or

(j) by Parent or Subsidiary prior to the purchase of any shares of Company Common Stock pursuant to the Offer if any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Subsidiary, any of their affiliates, or any group of which any of them is a member, shall have acquired beneficial ownership of more than 25% of the outstanding shares of Company Common Stock or shall have consummated or entered into a definitive agreement or an agreement in principle to consummate an Acquisition Proposal or if any person or group which, prior to the date of this Agreement, had a Schedule 13D or 13G on file with the SEC shall have acquired or proposed to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, constituting 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company constituting 20% or more of any such class or series (it being understood that the execution of the Tender and Voting Agreement by the Company stockholders that are parties thereto and the performance of their obligations thereunder shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision).

SECTION 10.2 Effect of Termination.

(a) In the event of termination of this Agreement by either Parent or the Company pursuant to the provisions of Section 10.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of the Company, Parent, Subsidiary or their respective officers or directors (except for obligations in this Section 10.2(a), in the second sentence of Section 8.1(a) and in Sections 8.1(b), 8.3, 10.2(b) and 11.9, all of which shall survive the termination); provided, however, that nothing in this Section 10.2 shall relieve any party from liability for any willful and intentional breach of any covenant or agreement of such party contained in this Agreement.

(b) If (i) Parent or Subsidiary terminates this Agreement pursuant to Section 10.1(f) in circumstances when, prior to any such termination any third party shall have made or publicly announced an intention to make or consummate an Acquisition Proposal and within 9 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to enter into a

51

definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal; (ii) Parent or Subsidiary terminates this Agreement pursuant to Section 10.1(i); (iii) Parent or Subsidiary terminates this Agreement pursuant to Section 10.1(j) and within 9 months after such termination the Company or any of its subsidiaries enters into or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or consummates or publicly announces an intention to consummate an Acquisition Proposal; or (iv) this Agreement is terminated by the Company pursuant to Section 10.1(h), then the Company shall pay to Parent a termination fee in cash equal to $4,000,000 plus Expenses (the “Termination Fee”), which shall be paid in the case of a termination pursuant to subclause (i) or (iii) of this Section 10.2(b), within two business days following the date of the occurrence described in such subclause, or in the case of a termination pursuant to subclause (ii) or (iv) of this Section 10.2(b), prior to or simultaneously with such termination. Any payment required to be made pursuant to this subsection (b) shall be made to Parent by wire transfer of immediately available funds to an account designated by Parent. The payment of the Termination Fee shall not be deemed to constitute liquidated damages.

(c) “Expenses” shall mean the reasonable documented out of pocket costs and expenses, not to exceed $750,000, incurred by Parent and Subsidiary and their affiliates with respect to or arising out of the negotiation and execution of this Agreement, the Tender and Voting Agreement, the Confidentiality Agreement and the performance of the Transactions, including all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants and travel expenses, disbursements and other external or internal out of pocket costs or expenses.

SECTION 10.3 Amendment. This Agreement may not be amended except by action taken by the parties’ respective Boards of Directors or duly authorized committees thereof and then only by an instrument in writing signed on behalf of each of the parties hereto and in compliance with applicable law and Section 1.4(c). Subject to Section 1.4(c) and applicable law, such amendment may take place at any time before the Closing Date and whether before or after the Company Shareholders’ Approval is obtained; provided, however, that after the Company Shareholders’ Approval is obtained, no amendment may be made which would reduce the amount or change the kind of consideration to be received by the holders of Company Common Stock upon consummation of the Merger, alter or change any term of the articles (or certificate) of incorporation of Parent, Subsidiary or the Surviving Corporation (except as expressly contemplated hereby), or alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely effect the holders of any class or series of securities of the Company.

SECTION 10.4 Extension; Waiver. At any time before the Effective Time, subject to Section 1.4(c), any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance by the party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver

52

shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.1 Non-Survival of Representations and Warranties. No representations, warranties or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger, and after effectiveness of the Merger none of the Company, Parent, Subsidiary or their respective officers or directors shall have any further obligation with respect thereto, provided that the agreements (including, without limitation, the agreements contained in Sections 8.4 and 8.5) that by their terms apply or are to be performed in whole in part after the Effective Time shall survive the Merger.

SECTION 11.2 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given, and shall be effective upon receipt, if delivered personally, telecopied (which is confirmed), sent by registered or certified mail (return receipt requested), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Parent or Subsidiary, to:

Berwind Corporation

3000 Centre Square West

1500 Market Street

Philadelphia, PA 19102

Attn: Van Billet, Vice President and Chief Financial Officer

Facsimile number: (215) 575-2314

with a copy (which shall not constitute notice) to:

Berwind Corporation

3000 Centre Square West

1500 Market Street

Philadelphia, PA 19102

Attn: Pamela I. Lehrer, Esq.

General Counsel

Facsimile number: (215) 563-4489

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and

Dechert

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attn: Carmen J. Romano, Esq.

Facsimile number: (215) 994-2222

If to the Company, to:

Hunt Corporation

One Commerce Square

2005 Market Street

Philadelphia, PA 19103

Attn: Bradley Johnson, CEO

Facsimile number: (215) 656-3707

with a copy (which shall not constitute notice) to:

Drinker Biddle & Reath LLP

One Logan Square

18th & Cherry Streets

Philadelphia, PA 19103

Facsimile number: (215) 988-2757

Attn: John C. Bennett, Jr., Esq.

SECTION 11.3 Governing Law. This agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Commonwealth of Pennsylvania applicable to contracts executed and to be performed wholly within such state.

SECTION 11.4 Parties to Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and except as set forth in Sections 4.3, 4.6, and 8.4 (which are intended to and shall create third party beneficiary rights if the Offer and the Merger are consummated), nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. The rights of any third party beneficiary hereunder are not subject to any defense, offset or counterclaim. Each of the Indemnified Parties referred to in Section 8.4 shall be entitled to enforce the provisions hereof directly against Parent or the Surviving Corporation, to the same extent as if such Indemnified Party were a party hereto.

SECTION 11.5 Interpretation. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or

54

interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein or unless the context clearly otherwise indicates. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

SECTION 11.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 11.7 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 11.8 Enforcement. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law 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, this being in addition to any other remedy to which they are entitled at law or in equity.

SECTION 11.9 Submission to Jurisdiction; Waivers. Each of Parent, Subsidiary and the Company irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be brought and determined in the federal or state courts located in Philadelphia, Pennsylvania, and each of Parent, Subsidiary and the Company hereby

55

irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Parent, Subsidiary and the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), or (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

SECTION 11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

SECTION 11.11 Entire Agreement. This Agreement (including Annex A and the documents and instruments referred to herein and the Confidentiality Agreement) constitutes the entire agreement, and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement. In the event of a conflict between the provisions of this Agreement and the Confidentiality Agreement, the provisions of this Agreement shall prevail.

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IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this Agreement to be signed by their respective officers as of the date first written above.

HUNT CORPORATION

/s/    DONALD L. THOMPSON

By:                                                                                                       

Name: Donald L. Thompson

Title:   Chairman of the Board of Directors

FAC HOLDING CORPORATION

/s/    VICTORIA R. RICHARDS

By:                                                                                                       

Name: Victoria R. Richards

Title:   Vice President and Treasurer

FAC ACQUISITION CORPORATION

/s/    VICTORIA R. RICHARDS

By:                                                                                                       

Name: Victoria R. Richards

Title:   Vice President and Treasurer

[Signature Page to Agreement and Plan of Merger]

57

Glossary of Defined Terms

Acquisition Agreement	44
Acquisition Proposal	42
Agreement	1
Anniversary Period	47
Antitrust Division	35
Award Shares	15
Bidders	45
Certain Shareholders	1
Closing	9
Closing Date	9
Code	11
Common Stock Price	1
Company	1
Company Certificates	10
Company Common Stock	1
Company Disclosure Schedule	13
Company Employees	47
Company Financial Statements	18
Company Material Adverse Effect	13
Company Permits	21
Company Plan	23
Company Preferred Stock	14
Company Required Statutory Approvals	17
Company SEC Reports	17
Company Shareholders’ Approval	16
Confidentiality Agreement	41
Contract	21
Current Independent Directors	7
Dissenting Shareholder	13
Dissenting Shares	12
Effective Time	8
Environmental Claim	26
Environmental Laws	26
ERISA	23
ERISA Affiliate	23
Exchange Act	3
Fairness Opinion	5
Filed Company SEC Reports	17
Foreign Plans	23
FTC	35
Fully Diluted Shares	1
GAAP	18
Governmental Authority	16
Hazardous Substances	27
HSR Act	17
Indemnified Person	46
Independent Directors	7
Information Statement	20
Intellectual Property	28
Interim Financial Reports	18
Knowledge	18
Liability	46

Major Customers	31
Major Suppliers	31
Material Environmental Condition	26
Material License	28
Merger	1
Merger Consideration	9
Merger Filing	8
Minimum Condition	1
New Independent Director	7
Offer	1
Offer Documents	4
Option	12
Options	12
Parent	1
Parent Material Adverse Effect	32
Parent Representatives	42
Parent Required Statutory Approvals	34
Paying Agent	10
PBCL	5
Pension Plan	23
Person	15
Potential Acquiror	43
Proceeding	46
Proxy Statement	37
Released	27
Schedule 14D-9	5
Schedule TO	4
SEC	3
Securities Act	17
Severance Plans	47
Shareholders Meeting	37
Stock Grant	12
Stock Grants	12
Subsidiary	1
Subsidiary Common Stock	10
Superior Proposal	45
Surviving Corporation	8
Tax Return	23
Taxes	23
Tender and Voting Agreement	1
Termination Fee	52
Transactions	5
Welfare Plan	23

ANNEX A

to

Agreement and Plan of Merger

Conditions to the Offer. Notwithstanding any other provision of the Offer or the Agreement, in addition to (and not in limitation of) Subsidiary’s rights pursuant to the Agreement to extend and amend the Offer in accordance with the Agreement, Subsidiary shall not be required to accept for payment or, subject to Rule 14e-1(c) of the Exchange Act, pay for and may delay the acceptance for payment of or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any validly tendered shares of Company Common Stock not theretofore accepted for payment or paid for, and Subsidiary may terminate or amend the Offer (subject to Section 1.1 of the Agreement) if (i) a number of shares of Company Common Stock representing a majority of the total number of shares of Company Common Stock that would be outstanding after giving effect to the exercise and conversion of all outstanding options (whether or not currently exercisable) with an exercise price at or below the Merger Consideration, vested Stock Grants (and, to the extent not previously vested, any Stock Grants that would vest pursuant to Section 4.6), warrants and securities exercisable or convertible into Company Common Stock (the “Fully Diluted Shares”), shall not have been validly tendered before the expiration of the Offer and not withdrawn or otherwise acquired by Parent or any of its affiliates before the expiration of the Offer (“Minimum Condition”), (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated or (iii) at any time on or after the date of the Agreement and before the time of acceptance of such shares of Company Common Stock for payment or the payment therefor, any of the following conditions has occurred and continues to exist:

(a) (x) any representations and warranties of the Company set forth in Section 5.1, 5.2, 5.4(a), 5.5(a), 5.5(d), 5.9, 5.10, 5.16, 5.19, 5.20, 5.21 or 5.27 of the Agreement shall not be true and correct in any material respect (determined without regard to any knowledge qualifications therein), as of such time (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct in any material respect as of such earlier date), or (y) the representations and warranties of the Company set forth in the Agreement shall not be true and correct (determined without regard to any knowledge qualifications or any materiality or Company Material Adverse Effect qualifications therein), as of such time (other than to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct as of such earlier date), except for purposes of this subclause (y), to the extent the failure of such representations or warranties to be true and correct in the aggregate could not reasonably be expected to have a Company Material Adverse Effect, and, in the case of representations and warranties described in either subclause (x) or (y), which breach or breaches shall not have been cured in all material respects prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2003;

(b) the Company shall not have performed and complied in all material respects with each material covenant or agreement contained in the Agreement and required to be performed or complied with by it, and which breach shall not have been cured in

all material respects prior to the earlier of (i) 10 business days following notice of such breach and (ii) January 31, 2003;

(c) there shall be pending any suit, action, or proceeding by any Governmental Authority which has a reasonable possibility of success, (i) challenging the acquisition by Parent or Subsidiary of the shares of Company Common Stock, seeking to make illegal, materially delay, make materially more costly or otherwise restrain or prohibit the making or consummation of the Offer and the Merger or seeking to obtain from the Company, Parent or Subsidiary any damages or penalties that are material in relation to the Company and its subsidiaries taken as whole, (ii) seeking to prohibit or materially limit the ownership or operation by the Company, Parent or any of their respective subsidiaries or affiliates of any of the material businesses or assets of the Company or Parent or any of their respective subsidiaries or affiliates, or to compel the Company or Parent or any of their respective subsidiaries or affiliates to dispose of or hold separate such material businesses or assets as a result of the Offer or the Merger, (iii) seeking to impose material limitations on the ability of Parent or Subsidiary to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock accepted for payment pursuant to the Offer including, without limitation, the right to vote the shares of Company Common Stock accepted for payment by it on all matters properly presented to the shareholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries or affiliates from effectively controlling the businesses of the Company and its subsidiaries in any material respect, (v) requiring divestiture by Subsidiary or any of its affiliates of any shares of Company Common Stock or (vi) which otherwise could reasonably be expected to have a Company Material Adverse Effect;

(d) there shall be any statute, rule, regulation, judgment, order or injunction (including with respect to competition or antitrust matters) enacted, entered, enforced, promulgated or issued, or any statute, rule or regulation which has been proposed by the relevant legislative or regulatory body and is reasonably likely to be enacted, with respect to or deemed applicable to, or any material consent or approval withheld or any other action taken with respect to (i) Parent, the Company or any of their respective subsidiaries or affiliates or (ii) the Offer or the Merger by any Governmental Authority or court, that has resulted or is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) though (vi) of paragraph (c) above;

(e) except as disclosed in the Filed Company SEC Reports or the Company Disclosure Schedules, since the date of the Agreement there shall have occurred any events, changes, effects or developments that, individually or in the aggregate, has a Company Material Adverse Effect;

(f) the Company’s Board of Directors or any committee thereof shall have withdrawn, amended, modified or changed (including by amendment of the Schedule 14D-9) their recommendation of the Offer, the Merger, this Agreement or any of the other Transactions or approved or recommended an Acquisition Proposal, or shall have resolved to do any of the foregoing, or the Company’s Board of Directors shall have failed to publicly reaffirm their approval or recommendation of the Offer, the Merger, the Transaction or this Agreement within five business days following Parent’s or Subsidiary’s written request to do so;

(g) the Agreement shall have been terminated in accordance with its terms;

(h) any person or group (which includes a “person” or “group” as such terms are defined in Section 13(d)(3) of the Exchange Act) other than Parent, Subsidiary, any of their affiliates, or any group of which any of them is a member, shall have acquired beneficial ownership of more than 25% of the outstanding shares of Company Common Stock or shall have consummated or entered into a definitive agreement or an agreement in principle to consummate an Acquisition Proposal or if any person or group which, prior to the date of the Agreement, had a Schedule 13D or 13G on file with the SEC shall have acquired beneficial ownership of additional shares of any class or series of capital stock of the Company, constituting 20% or more of any such class or series, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of the Company constituting 20% or more of any such class or series (it being understood that the execution of the Tender and Voting Agreement by the Company shareholders that are parties thereto shall not, in itself, be deemed to constitute such an acquisition of beneficial ownership triggering this provision);

(i) the Company shall not have taken all action necessary to enable those persons designated by Subsidiary pursuant to Section 1.4(a) of the Agreement to become members of the Board of Directors of Company, subject to the acceptance for payment of and payment for not less than a majority of the Fully Diluted Shares of Company by Subsidiary pursuant to the Offer; or

(j) there shall have occurred and be continuing (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange (excluding any coordinated trading halt triggered as a result of a specified decrease in a market index) which continues uninterrupted for a period in excess of ten business hours, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States by any Governmental Authority and (iii) any mandatory limitation, by any Governmental Authority on the extension of credit by banks or other lending institutions.

The foregoing conditions are for the sole benefit of Subsidiary and Parent and may be asserted by Subsidiary or Parent regardless of the circumstances giving rise to any such condition and may be waived by Subsidiary or Parent, in whole or in part, at any time and from time to time, in the sole discretion of Subsidiary or Parent. The failure by Subsidiary or Parent or any of their respective affiliates at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

EX-99.(D)(2)

EXHIBIT (d)(2)

Execution Copy

TENDER AND VOTING AGREEMENT

TENDER AND VOTING AGREEMENT, dated as of November 11 2002 (the “Agreement”), among FAC Holding Corporation, a Pennsylvania corporation (“Parent”), FAC Acquisition Corporation, a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Subsidiary”), and the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS, Parent, Subsidiary and Hunt Corporation, a Pennsylvania corporation (the “Company”), propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the “Merger Agreement”) providing for, among other things, the making of a cash tender offer (as such offer may be amended from time to time as permitted under the Merger Agreement, the “Offer”) by Subsidiary for all of the issued and outstanding shares of common stock, par value $.10 per share, of the Company (the “Company Common Stock”) or the “Shares”) and the merger of the Company and Subsidiary on the terms and conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, each Stockholder is the beneficial owner (as hereinafter defined) of the Shares set forth opposite such Stockholder’s name on Schedule A hereto; such Shares, as such may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with Shares that may be acquired after the date hereof by such Stockholder, including shares of Company Common Stock issuable upon the exercise of options (including the Options set forth in Schedule A), being collectively referred to herein as the “Securities” of such Stockholder; and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Subsidiary have required that the Stockholders enter into this Agreement;

NOW, THEREFORE, to induce Parent and Subsidiary to enter into, and in consideration of their entering into, the Merger Agreement, and in consideration of the premises and the representations, warranties and agreements contained herein and intending to be legally bound hereby, the parties agree as follows:

Section 1. Certain Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

Section 2. Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants to Parent and Subsidiary, as of the date hereof, as follows:

(a) Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the Securities, free and clear of any mortgage, pledge, hypothecation, rights of others claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation, including any restriction on the right to vote, sell or otherwise dispose of the Securities (each, a “Lien”), except as set forth in this Agreement, except for a brokerage margin loan for the Stockholders specifically denoted on Schedule A which will be satisfied and released immediately upon purchase of the Shares.

(b) The Securities set forth opposite his or its name on Schedule A constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Stockholder.

(c) Except for the Securities, such Stockholder does not, directly or indirectly, other than as disclosed on Schedule A, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Stockholder subject to any Contract, commitment, arrangement, understanding, restriction or relationship, other than this Agreement, that provides for such Stockholder to vote or acquire any securities of the Company. Such Stockholder holds exclusive power to vote the Securities and has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Shares, subject to the limitations set forth in this Agreement.

(d) Such Stockholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and such execution delivery and performance have been authorized by such Stockholder, and no other proceedings or actions by such Stockholder are necessary therefor.

(e) This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding agreement of Parent, Subsidiary, is a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms.

(f) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of his, her or its obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Securities under, (i) any Contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Stockholder; except for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens that would

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not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder.

(g) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of his, her or its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder, other than any required notices or filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), foreign antitrust or competition laws or the federal or state securities laws.

(h) Except as set forth in Section 5.19 of the Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Stockholder that is or will be payable by the Company or any of its subsidiaries.

(i) Such Stockholder understands and acknowledges that Parent is entering into, and causing Subsidiary to enter into, the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

(j) To the extent such Stockholder is a trust, such Stockholder has supplied to Parent or Subsidiary true and correct copies of all material documents establishing, organizing, governing or controlling such trust including any order, decree or other judicial pronouncement affecting such trust documents, and all such documents remain in full force and effect.

(k) With respect to the trust created March 1, 1971 by George E. Bartol III and Mary Farr Bartol for the benefit of their grandchildren (the “Grandchildrens’ Trust”), (i) there has been no removal and there is no pending request for the removal of Katherine Lunt and Gordon A. MacInnes as the trustees and (ii) no current beneficiary of the Grandchildrens’ Trust will reach the age of 30 during the term of this Agreement.

Section 3. Representations and Warranties of Parent and Subsidiary. Parent and Subsidiary represent and warrant to the Stockholders, as of the date hereof, as follows:

(a) Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation, has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

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(b) This Agreement has been duly executed and delivered by Parent and Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of each of the Stockholders, is a valid and binding obligation of each of Parent and Subsidiary, enforceable against each of them in accordance with its terms.

(c) Neither the execution and delivery of this Agreement nor the performance by Parent and Subsidiary of their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration under, (i) their respective certificates of incorporation or bylaws, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent or Subsidiary is a party or by which Parent or Subsidiary is bound or (iii) any judgment, writ, decree, order or ruling applicable to Parent or Subsidiary; except in the case of clauses (ii) and (iii) for conflicts, violations, breaches or defaults that could not individually or in the aggregate be reasonably expected to have a Parent Material Adverse Effect.

(d) Except for any required notices or filings pursuant to the HSR Act, neither the execution and delivery of this Agreement nor the performance by Parent and Subsidiary of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Parent or Subsidiary or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action would not individually or in the aggregate be reasonably expected to have a Parent Material Adverse Effect.

Section 4. Transfer of the Shares. During the term of this Agreement, except with the written consent of Parent or Subsidiary or as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Securities, except for (i) transfers to any spouse or descendant of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options or by vesting of any of the Stock Grants), (c) deposit the Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Securities or any other securities of the Company, or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Stockholder’s Shares or materially restrict, limit or interfere with the performance of such Stockholder’s

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obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or Subsidiary.

Section 5. Adjustments.

(a) In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Shares or the like or any other action that would have the effect of changing a Stockholder’s ownership of the Company’s capital stock or other securities or (ii) a Stockholder becomes the beneficial owner of any additional Shares of or other securities of the Company, then the terms of this Agreement will apply to the shares of capital stock held by such Stockholder immediately following the effectiveness of the events described in clause (i) or such Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Securities hereunder.

(b) Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Parent and Subsidiary of the number of any new Securities acquired by such Stockholder, if any, after the date hereof, provided that the acquisition of Company Common Stock upon the exercise of Options set forth on Schedule A shall not require such notification.

Section 6. Tender of Securities. Each Stockholder hereby agrees that such Stockholder will validly tender (or cause the record owner of such shares to validly tender) and sell (and not withdraw) pursuant to and in accordance with the terms of the Offer as promptly as reasonably possible and in any event not later than the tenth business day after commencement of the Offer (or the earlier of the expiration date of the Offer and the tenth business day after such Shares are acquired by such Stockholder, as the case may be, if the Stockholder acquires Shares after the date hereof), all of the then outstanding Shares beneficially owned by such Stockholder (including the shares of Company Common Stock outstanding as of the date hereof and set forth on Schedule A opposite such Stockholder’s name). In the event, notwithstanding the provisions of the first sentence of this Section 6, any Shares beneficially owned by a Stockholder are for any reason withdrawn from the Offer or are not purchased in the Offer pursuant to the Merger Agreement, such Shares will remain subject to the terms of this Agreement. Each Stockholder acknowledges that Subsidiary’s obligation to accept for payment and pay for Shares tendered in the Offer is subject to all the terms and conditions of the Offer.

Section 7. Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) agree that at any annual, special, postponed or adjourned meeting of the stockholders of the Company it will cause the Shares such Stockholder beneficially owns to be counted as present (or absent if requested by Parent or Subsidiary) thereat for purposes of establishing a quorum and to vote or consent and (b) constitute and appoint Parent and Subsidiary, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his or its name, place and stead, to vote all the Shares such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of the Commonwealth of Pennsylvania may require or

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permit), in the case of both (a) and (b) above, (1) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby, (2) against any Acquisition Proposal, (3) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or this Agreement and (4) against any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For Shares as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its reasonable best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Parent and Subsidiary to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder’s identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement. Notwithstanding the foregoing, Trust U/D/T 10/16/1984 FBO A. MacInnes, Trust U/D/T 10/16/1984 FBO Stockton MacInnes, T/U/D G.E. Bartol III 10/16/1984 FBO Jamie Wolszon, Trust U/D/T 10/16/1984 FBO C.B. Vallely, Trust U/D/T 10/09/1984 FBO M.B. Vallely, T/U/D G.E. Bartol III 10/16/1984 FBO Joshua Wolszon, Thomas Vallely and Victoria Vallely (as joint tenants), Gordon MacInnes, Trust U/D/T 1/5/1987 FBO Whitney Lunt, Trust U/D/T 4/1/1985 FBO Sheehan Lunt, Richard Wolszon, and Benjamin MacInnes are not bound by the terms of this Section 7.

Section 8. No Solicitation. Each Stockholder agrees that neither such Stockholder nor any of such Stockholder’s officers, directors, employees, trustees (in their capacities as such), representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by any of them) will directly or indirectly initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries or the making or submission of any Acquisition Proposal, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain or induce any person to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing or authorize or permit any of its officers, directors, employees, trustees (in their capacities as such) or any of its affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by any of them to take any such action. Each Stockholder shall promptly (and in any event within one business day) advise Parent in writing of the receipt of request for information or any inquiries or proposals relating to an Acquisition Proposal. The terms of this Section 8 shall not restrict or limit the effect of Section 15 hereof.

Section 9. No Inconsistent Agreements. No Stockholder shall enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions of this Agreement.

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Section 10. Termination. This Agreement shall terminate on the earlier to occur of (a) the day after all the Securities are accepted for payment pursuant to the Offer, (b) the Effective Time, and (c) the termination of the Merger Agreement pursuant to its terms.

Section 11. Expenses. Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred by any of the parties hereto will be borne by the party incurring such costs and expenses. Parent and Subsidiary, on the one hand, and the Stockholders, on the other hand, will indemnify and hold harmless the other from and against any and all claims or liabilities for finder’s fees or brokerage commissions or other like payments incurred by reason of action taken by him, it or any of them, as the case may be, provided that no Stockholder shall have any obligation to so indemnify and hold harmless Parent or Subsidiary from and against any such claims by reason of any action taken otherwise than by such Stockholder.

Section 12. Further Assurances. Each party hereto will execute and deliver all such further documents and instruments and take all such further action as may be reasonably requested by another party hereto and reasonably necessary in order to consummate the transactions contemplated hereby.

Section 13. Publicity. A Stockholder shall not issue any press release or otherwise make any public statements with respect to this Agreement or the Merger Agreement or the other transactions contemplated hereby or thereby without the consent of Parent and Subsidiary, except as may be required by law or applicable stock market or NYSE rules.

Section 14. Stop Transfer Order; Legend. Each Stockholder agrees to the extent such Stockholder’s Securities are in certificate form and in such Stockholder’s possession or are otherwise reasonably available to such Stockholder to place the following legend on any and all certificates evidencing the Securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN TENDER AND VOTING AGREEMENT, DATED AS OF NOVEMBER [    ], 2002, BY AND AMONG FAC HOLDING CORPORATION, FAC ACQUISITION CORPORATION, AND CERTAIN STOCKHOLDERS OF HUNT CORPORATION ANY TRANSFER OF SUCH SECURITIES IN VIOLATION OF THE TERMS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.

To the extent such Stockholder’s Securities are not in certificate form, the Stockholder agree to take all reasonable steps to place with the Company’s transfer agent a stop transfer order on such Securities.

Section 15. Stockholder Capacity. No person executing this Agreement makes any agreement or understanding herein in such Stockholder’s capacity as a director or officer of the Company or any subsidiary of the Company. Each Stockholder signs solely in such Stockholder’s capacity as the beneficial owner of such Stockholder’s Shares and nothing herein shall limit or affect any actions taken by a Stockholder in such Stockholder’s capacity as an

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officer or director of the Company or any subsidiary of the Company to the extent specifically permitted by the Merger Agreement (including Section 8.2 of the Merger Agreement).

Section 16. Enforcement. Each Stockholder acknowledges 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 by any Stockholder. It is accordingly agreed that Parent and Subsidiary will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each Stockholder further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The provisions of this paragraph are without prejudice to any other rights that another party hereto may have against the another party hereto for any failure to perform its obligations under this Agreement. In addition, each Stockholder hereto (i) consents to submit such party to the personal jurisdiction of the United States District Court for the Eastern District of Pennsylvania and the Court of Common Pleas of Philadelphia County, Pennsylvania in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees not to attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees not to bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the courts specified in clause (i) above and (iv) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the Transactions. In furtherance of the foregoing, each Stockholder hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts specified in clause (i) above, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Stockholder hereby designates, appoints and empowers Richard J. Bove, Esquire, Hausch & Bove, 1828 Spruce Street, Suite 400, Philadelphia, PA 19103, as his or her true and lawful agent and attorney in-fact in his or her name, place and stead to receive and accept on his or her behalf service of process in any action, suit or proceeding with respect to any matters as to which it has submitted to jurisdiction as set forth above.

Section 17. Miscellaneous.

(a) All representations and warranties contained herein will terminate as provided in Section 10. The covenants and agreements made herein will survive in accordance with their respective terms. The representations and warranties given by each Stockholder herein are not in derogation or limitation of the representations and warranties given by such Stockholder in any letters of transmittal or similar documents executed and delivered by such Stockholder pursuant to the Offer or the Merger.

(b) Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof. No such waiver, amendment or supplement will be effective unless in writing and signed by the party or parties sought to be bound thereby. Any waiver by any party of a breach of any provision of this Agreement will not operate as or be

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construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement or one or more sections hereof will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(c) This Agreement, together with the Merger Agreement and the other agreements referred to herein and therein, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements among the parties with respect to such matters.

(d) This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of laws principles thereof.

(e) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or rule as from time to time amended, modified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes and rules) by succession of comparable successor statutes and rules and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns.

(f) All notices and other communications hereunder will be in writing and will be given (and will be deemed to have been duly given upon receipt) by delivery in person, by telecopy, or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Parent or Subsidiary to:

FAC Holding Corporation

C/O Berwind Group

3000 Centre Square West

1500 Market Street

Philadelphia, PA 19102-2173

Attention: General Counsel

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Telecopy: 215-563-1493

with copies to:

Dechert

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attention: Carmen J. Romano

Telecopy: 215-994-2222

If to a Stockholder, at the address set forth on the signature pages hereto or, if no such address is specified, c/o the Company to the Company’s address as set forth above (with a copy to: Richard J. Bove, Esquire, Hausch & Bove, 1828 Spruce Street, Suite 400, Philadelphia, PA 19103); or in each case to such other address as any party may have furnished to the other parties in writing in accordance herewith.

(g) This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one agreement.

(h) This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties hereto without the prior written consent of the other parties, except that Parent and Subsidiary will have the right to assign to any direct or indirect wholly owned subsidiary of Parent or Subsidiary any or all rights and obligations of Parent or Subsidiary under this Agreement, provided that any such assignment will not relieve either Parent or Subsidiary from any of its obligations hereunder.

(i) In the event any term or provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the fullest extent possible.

(j) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(k) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of

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proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

[Signature Pages Continue on Following Pages]

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IN WITNESS WHEREOF, each of the Parent and Subsidiary has caused this Agreement to be signed by its officer or director thereunto duly authorized and each Stockholder has signed this Agreement, all as of the date first written above.

FAC HOLDING CORPORATION
By:	/S/    VAN BILLET
	Name: Van Billet Title: Vice President and Chief Financial Officer

FAC ACQUISITION CORPORATION NAME
By:	/S/    VAN BILLET
	Name: Van Billet Title: Vice President and Chief Financial Officer

[Signature Pages Continue on Following Pages]

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T/U/D G.E. BARTOL 5/6/1957 FBO
M.R.WOLSZON
By:	/s/    RICHARD J. BOVE
	Name: RICHARD J. BOVE
	Title: TRUSTEE
T/U/D G.E. BARTOL 5/6/1957 FBO M. BLAIR
MACINNES
By:	/s/    RICHARD J. BOVE
	Name: RICHARD J. BOVE
	Title: TRUSTEE
T/U/D G.E. BARTOL 5/6/1957 FBO KATHERINE
LUNT
By:	/s/    RICHARD J. BOVE
	Name: RICHARD J. BOVE
	Title: TRUSTEE
T/U/D G.E. BARTOL 5/6/1957 FBO VICTORIA
G. VALLELY
By:	/s/    RICHARD J. BOVE
	Name: RICHARD J. BOVE
	Title: TRUSTEE
T/U/D G.E. BARTOL III 10/16/1984 F/B/O
JOSHUA WOLSZON
By:	/s/    RICHARD J. WOLSZON
	Name: RICHARD J. WOLSZON
	Title: TRUSTEE

[Signature Pages Continue on Following Pages]

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T/U/D G.E.BARTOL III 10/16/1984 F/B/O JAMIE WOLSZON
By:	/S/    RICHARD J. WOLSZON
	Name : RICHARD J. WOLSZON Title: TRUSTEE
T/U/D GEORGE E. BARTOL III 3/1/1971
By:	/S/    GORDON MACINNES
	Name: GORDON MACINNES Title: TRUSTEE
By:	/S/    KATHERINE LUNT
	Name: KATHERINE LUNT Title: TRUSTEE
TRUST U/D/T 10/09/1979 FBO M.B. VALLELY
By:	/S/     THOMAS J. VALLELY
	Name: THOMAS J. VALLELY Title: TRUSTEE
TRUST U/D/T 10/16/1984 F/B/O C.B. VALLELY
By:	/S/    THOMAS J. VALLELY
	Name: THOMAS J. VALLELY Title: TRUSTEE

[Signature Pages Continue on Following Pages]

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TRUST U/D/T 10/16/1984 F/B/O A. MACINNES
By:	/s/    GORDON A. MACINNES
	Name: GORDON A. MACINNES Title: TRUSTEE
TRUST U/D/T 10/16/1984 F/B/O STOCKTON MACINNES
By:	/s/    GORDON A. MACINNES
	Name: GORDON A. MACINNES Title: TRUSTEE

[Signature Pages Continue on Following Pages]

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/s/    THOMAS VALLELY        

THOMAS VALLELY

/s/    VICTORIA VALLELY        

VICTORIA VALLELY

/s/    RICHARD WOLSZON        

RICHARD WOLSZON

/s/    MARY WOLSZON        

MARY WOLSZON

/s/    KATHERINE STENSON-LUNT        

KATHERINE STENSON-LUNT

/s/    GORDON MACINNES        

GORDON MACINNES

/s/    M. BLAIR MACINNES        

M. BLAIR MACINNES

/s/    DONALD L. THOMPSON        

DONALD L. THOMPSON

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    /s/    BENJAMIN MACINNES         

                                             BENJAMIN MACINNES

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SCHEDULE A

Stockholder	Common Stock	Exercisable Options	Unexercisable Options
T/U/D G.E. Bartol 5/6/1957 FBO M. Blair MacInnes	503,484
T/U/D G.E. Bartol 5/6/1957 FBO M.R. Wolszon	522,094
T/U/D G.E. Bartol 5/6/1957 FBO Katherine Lunt*	522,094
T/U/D G.E. Bartol 5/6/1957 FBO Victoria G. Vallely*	522,094
T/U/D George E. Bartol III 3/1/1997	473,149
Mary Wolszon	164,751
M. Blair MacInnes	159,840
Victoria Vallely	83,287	12,000	4,000
Katherine Stenson-Lunt*	81,975
Benjamin MacInnes	83,000
Trust U/D/T 10/16/1984 FBO A. MacInnes	24,843
Trust U/D/T 10/16/1984 FBO Stockton MacInnes	24,843
T/U/D G.E. Bartol III 10/16/1984 FBO Jamie Wolszon	23,698
Trust U/D/T 10/16/1984 FBO C.B. Vallely	21,696
Trust U/D/T 10/09/1984 FBO M.B. Vallely	20,367
T/U/D G.E. Bartol III 10/16/1984 FBO Joshua Wolszon	19,443
Thomas Vallely and Victoria Vallely	19,224
Gordon MacInnes	12,645	12,000	4,000
Richard Wolszon	2,640
Donald L. Thompson	7,000	487,783

* The Stockholders denoted with an asterisk maintain a brokerage margin loan which will be satisfied and released immediately upon purchase of the Shares.

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EX-99.(D)(3)

Exhibit (e)(2)

September 9, 2002

Vicky Richards

Berwind Corporation

3000 Center Square West

1500 Market St. Philadelphia, PA 19102

CONFIDENTIALITY AGREEMENT

Dear Ms. Richards:

Hunt Corporation (the “Company”) has engaged J.P. Morgan Securities Inc. (“JPMorgan”) to advise the Company with respect to a possible transaction between you and the Company (a “Transaction”). In connection with your consideration of a Transaction, the Company is prepared to make available to you and your Representatives through the Company’s Representatives, including JPMorgan, certain information (written or oral) which is either nonpublic, confidential or proprietary in nature. This information furnished to you or your Representatives, together that portion of with any notes, analyses, compilations, forecasts, studies, memoranda, computer-stored data or other documents prepared by you or your Representatives which contain or otherwise reflect such information, is hereinafter referred to as the “Information.” As used in this agreement, the term “Representative” means, as to any person, such person’s affiliates and its and their respective directors, officers, employees, partners, shareholders, members, agents, advisors (including financial advisors, financing sources, attorneys and accountants) and other representatives. As a condition of, and in consideration of, your being furnished the Information, you agree to treat the Information in accordance with the provisions of this agreement and to take or refrain from taking certain actions as set forth herein.

You agree that the Information will be kept confidential and shall not, without the Company’s prior written consent, be disclosed by you or your Representatives, in any manner whatsoever, in whole or in part, and shall not be used by you or your Representatives for any purpose other than evaluating a possible Transaction. You further agree promptly to advise JPMorgan if you determine that you are not interested in pursuing a possible Transaction. For purposes hereof; the term “Information” shall not include such portion of the information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives; or (ii) is or becomes available to you or your Representatives on a nonconfidential basis from source which, to the best of your knowledge, is not prohibited from disclosing such information to you or your Representatives; (iii) you or your Representatives were aware of prior to the time of disclosure to you; or (iv) was independently developed by you or your Representatives or on your or your Representatives behalf without reference to any confidential information.

You agree to reveal the Information only to your Representatives who need to know the Information for the purpose of evaluating the possible Transaction, who are informed by you of

the confidential nature of the Information and who shall agree to act in accordance with the terms and conditions of this agreement. You agree to be responsible for any breach of this agreement by your Representatives.

Without the Company’s prior written consent, except as required by law, regulation or legal process (as advised by your outside legal counsel), and in which case prior notice will be given to the Company, you and your Representative will not disclose to any person the fact that the Information has been made available, that discussions or negotiations may be taking place or have taken place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof. The term “person” as used in this agreement shall be interpreted broadly to include the media and any governmental representative or authority, company, partnership, group, individual or other entity.

You agree that all copies of the Information, except for that portion of the Information which consists of notes, analyses, compilations, forecasts, studies, memoranda, other computer-stored data or other documents prepared by you or your Representatives (“Internal Materials”), will be returned to the Company or JPMorgan immediately upon the Company’s or JPMorgan’s written request. In addition, Internal Materials will be destroyed upon the Company’s or JPMorgan’s written request, and such destruction will be confirmed by you in writing to the Company. Notwithstanding such return or destruction, you or your Representatives will continue to be bound by your obligations of confidentiality (including with respect to oral information) and your other obligations as provided hereunder for a period of three years.

It is understood that, unless otherwise agreed in writing by the Company, all: (i) communications, including any proposals, regarding a possible Transaction; (ii) requests for additional information, (iii) requests for facility tours or management meetings; and (iv) discussions or questions regarding procedures, will be submitted or directed only to JP Morgan.

You acknowledge that neither the Company, JPMorgan nor their respective Representatives make any express or implied representation or warranty as to the accuracy or completeness of the Information, and the Company and JPMorgan expressly disclaim any and all liability that may be based on the Information, errors therein or omissions therefrom. You agree that you are not entitled to rely on the accuracy or completeness of the Information and that you shall only be entitled to rely solely on such representations and warranties as may be made to you in any definitive agreement that may be entered into regarding the Transaction.

In the event that you or any of your Representatives are required or requested to disclose any of the Information pursuant to any applicable law, regulation or legal process, you will provide the Company with notice as promptly as practicable thereof so that we may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this agreement, you will furnish only that portion of the Information which you are advised by your outside legal counsel is legally required and will exercise your reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information.

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Until the expiration of two years from the date of this agreement, except with the prior written consent of the Company, you agree not to, and will direct your Representatives not to, directly or indirectly in any manner: (i) have any discussions regarding the Company or any of its subsidiaries with suppliers, customers and/or any other person with whom the Company or any of its subsidiaries have a relationship; (ii) solicit for hire any employees of the Company or any of its subsidiaries; (iii) acquire, or offer or agree to acquire (a) any voting securities of the Company, any rights to acquire any such voting securities, or the right to vote same, or (b) any substantial amount of the assets of the Company or any subsidiary; (iv) make, or in any way participate in, any “solicitation” of “proxies” to vote any voting securities of the Company (as such terms are used in the proxy rules of the Securities and Exchange Commission); or (v) make any proposal or take any action with respect to items (iii) or (iv) above which would result in or would reasonably be expected to result in a public announcement of such action or a filing with the Securities Exchange Commission under Sections 13(d) or (g) of the Securities Exchange Act of 1934 or the rules thereunder, by the Company, you or any other person, except that you may submit a proposal for a possible Transaction to JPMorgan, as previously set forth in this agreement.

You agree that the Company reserves the right, in its sole and absolute discretion, to reject any or all proposals, to decline to furnish further information and to terminate any discussions and negotiations with you at any time. The exercise by us of these rights shall not affect the enforceability of any provision of this agreement.

You understand and agree that no failure or delay by the Company or JPMorgan in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. You acknowledge that remedies at law may be inadequate to protect against breach of this agreement, and you agree that you will not oppose any action seeking equitable relief on the grounds that an adequate remedy is available at law. Such relief shall not be deemed to be the exclusive relief for a breach by you or your Representatives of this agreement but shall be in addition to all other remedies available to the Company at law or in equity. In addition, in the event that any portion of this agreement shall be held to be invalid or unenforceable for any reason, it is hereby agreed that such invalidity or unenforceability shall not affect the other portions of this agreement.

You hereby confirm that you are not acting as a broker for or a representative of any person and are considering the Transaction only for your own account. Any assignment of this agreement by you without our prior written consent shall be void.

You agree that this agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania other than those relating to conflicts of laws. You hereby irrevocably consent to the exclusive jurisdiction of the federal and state courts located in Philadelphia, Pennsylvania, (and appellate courts therefrom) for any actions or proceedings arising out of or relating to this agreement, agree not to commence any such action or proceeding except in such courts, irrevocably waive any objection to the venue of any such action or proceeding has been brought in an inconvenient forum, and you agree not to plead or claim the same. You further hereby irrevocably designate the Secretary of State of the

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Commonwealth of Pennsylvania as the person upon whom process may be served upon you in any such action or proceeding.

You understand and agree that this agreement does not constitute an offer on the part of the Company to enter into any Transaction with you. Further, the parties hereto express their mutual intent and agreement that no contract or any other binding legal obligation shall arise between them or their subsidiaries (other than the obligations expressly set forth in this letter) with respect to any possible Transaction except by a fully integrated definitive written agreement which expressly states that it is the final agreement between the parties and which has been duly executed by appropriate corporate officers and specifically approved by their respective boards of directors or similar governing body.

If you are in agreement with the foregoing, please execute and return one copy of this letter, whereupon we both agree to be legally bound hereby.

HUNT CORPORATION

By:     J.P. MORGAN SECURITIES INC.,

    as its agent

By:    /s/    Christopher B. O’Connor        

Name: Christopher B. O’Connor

Title: Vice President

Accepted and Agreed to:

BERWIND CORPORATION

By:    /s/    Vicky Richards                        

Title:Vice President Corporate Development and Treasury                                              

Date:    September 9, 2002                                    

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