Geico Corp – ‘8-K’ for 7/31/95 – EX-2

As of:  Friday, 8/25/95   ·   For:  7/31/95   ·   Accession #:  950157-95-235   ·   File #:  1-08012

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-2        Agreement and Plan of Merger                          36    157K 
 3: EX-99       Press Release                                          3     10K 

EX-2   —   Agreement and Plan of Merger
Exhibit Table of Contents

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                                                   EXHIBIT 2

======================================================================          

AGREEMENT AND PLAN OF MERGER          

Among           

BERKSHIRE HATHAWAY INC.,          

HPKF INC.           

and           

GEICO CORPORATION           

Dated as of August 25, 1995           

======================================================================          

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TABLE OF CONTENTS           

                                                              Page

ARTICLE I           

The Merger          

SECTION 1.01. Effective Time of the Merger ......................     2       
SECTION 1.02. Closing ...........................................     2       
SECTION 1.03. Effect of the Merger ..............................     2       
SECTION 1.04. Certificate of Incorporation and                                
         By-laws .........................................     3
SECTION 1.05. Directors .........................................     3       
SECTION 1.06. Officers ..........................................     3       

ARTICLE II          

Conversion of Securities          

SECTION 2.01. Conversion of Capital Stock .......................     3       
SECTION 2.02. Exchange of Certificates ..........................     5       

ARTICLE III           

Representations and Warranties of the Company           

SECTION 3.01. Organization ......................................     7       
SECTION 3.02. Capitalization ....................................     8       
SECTION 3.03. Authority .........................................     9       
SECTION 3.04. Consents and Approvals; No Violations .............     9       
SECTION 3.05. SEC Reports and Financial Statements ..............    10       
SECTION 3.06. Absence of Certain Changes ........................    11       
SECTION 3.07. No Undisclosed Liabilities ........................    11       
SECTION 3.08. Benefit Plans .....................................    11       
SECTION 3.09. Other Benefit Plans ...............................    12       
SECTION 3.10. Litigation ........................................    13       
SECTION 3.11. Compliance with Applicable Law ....................    13       
SECTION 3.12. Opinion of Financial Advisor ......................    14       
SECTION 3.13. Vote Required .....................................    14       

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ARTICLE IV          

Representations and Warranties          
of Parent and Sub           

SECTION 4.01. Organization ......................................    14       
SECTION 4.02. Authority .........................................    15       
SECTION 4.03. Consents and Approvals; No Violations .............    15       
SECTION 4.04. Information in Proxy Statement ....................    16       
SECTION 4.05. Interim Operations of Sub .........................    16       

ARTICLE V           

Covenants           

SECTION 5.01. Covenants of the Company ..........................    16       
SECTION 5.02. No Solicitation; Fiduciary Out ....................    18       

ARTICLE VI          

Additional Agreements           

SECTION 6.01. Preparation of the Proxy Statement ................    20       
SECTION 6.02. Access to Information .............................    21       
SECTION 6.03. Stockholders Meeting ..............................    21       
SECTION 6.04. Legal Conditions to Merger ........................    21       
SECTION 6.05. Employee Benefit Plans ............................    22       
SECTION 6.06. Expenses ..........................................    23       
SECTION 6.07. Brokers or Finders ................................    23       
SECTION 6.08. Indemnification; Insurance ........................    23       
SECTION 6.09. Additional Agreements; Best Efforts ...............    25       

ARTICLE VII           

Conditions          

SECTION 7.01. Conditions to Each Party's Obligation                           
         To Effect the Merger ............................    26
SECTION 7.02. Conditions of Obligations of Parent                             
         and Sub .........................................    27
SECTION 7.03. Conditions of Obligations of the                                
         Company .........................................    27

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ARTICLE VIII          

Termination and Amendment           

SECTION 8.01. Termination .......................................    28       
SECTION 8.02. Effect of Termination .............................    29       
SECTION 8.03. Amendment .........................................    29       
SECTION 8.04. Extension; Waiver .................................    29       

ARTICLE IX          

Miscellaneous           

SECTION 9.01. Nonsurvival of Representations,                                 
         Warranties and Agreements .......................    30
SECTION 9.02. Notices ...........................................    30       
SECTION 9.03. Entire Agreement; No Third Party                                
         Beneficiaries; Rights of Ownership ..............    31
SECTION 9.04. Governing Law .....................................    31       
SECTION 9.05. Publicity .........................................    31       
SECTION 9.06. Assignment ........................................    32       

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AGREEMENT AND PLAN OF MERGER dated as of
August 25, 1995, by and among BERKSHIRE           
HATHAWAY INC., a Delaware corporation             
("Parent"), HPKF INC., a Delaware corporation     
and an indirect subsidiary of Parent ("Sub"),     
and GEICO CORPORATION, a Delaware corporation     
(the "Company").                                  

WHEREAS the Board of Directors of each of Parent,           
Sub and the Company deem it advisable and in the best                           
interests of their respective stockholders to consummate, and                   
have approved, the transaction provided for herein in which                     
Sub would merge with and into the Company and the Company                       
would become an indirect subsidiary of Parent;                                  

WHEREAS the Board of Directors of the Company has           
(i) determined that the consideration to be paid to the                         
Independent Stockholders (as defined below) of the Company                      
for each share of Common Stock of the Company in the Merger                     
(as defined below) held by them is fair to and in the best                      
interests of such Independent Stockholders, (ii) approved                       
this Agreement and the transactions contemplated hereby and                     
(iii) resolved, subject to Section 5.02(b), to recommend to                     
such stockholders their approval of the Merger and this                         
Agreement;                                                                      

WHEREAS the parties hereto intend and acknowledge           
that, assuming the Merger takes place as contemplated                           
hereunder, (i) the Merger will be treated for Federal income                    
tax purposes as a taxable stock acquisition, and (ii)                           
immediately after the Merger, the aggregate tax basis of the                    
Company Common Stock (as defined below) owned by Parent and                     
its Subsidiaries (as defined below) will be equal to the sum                    
of (A) the aggregate tax basis of the Company Common Stock                      
owned by Parent and its Subsidiaries immediately before the                     
Merger, (B) the aggregate Merger Consideration (as defined                      
below) paid in the Merger pursuant to Section 2.01(c), (C)                      
the aggregate amount paid to Dissenting Stockholders (as                        
defined below), if any, in respect of such Dissenting                           
Stockholders' Company Common Stock pursuant to Section                          
2.01(d), and (D) any other amounts paid or costs incurred by                    
Parent and its Subsidiaries that are properly capitalized                       
into the tax basis of the Company Common Stock owned by                         
Parent and its Subsidiaries immediately after the Merger;                       

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WHEREAS the Board of Directors of each of Parent            
and Sub have each approved the merger (the "Merger") of Sub                     
into the Company in accordance with the General Corporation                     
Law of the State of Delaware (the "DGCL") upon the terms and                    
subject to the conditions set forth herein.                                     

NOW, THEREFORE, in consideration of the foregoing           
and the respective representations, warranties, covenants and                   
agreements set forth herein the parties hereto agree as                         
follows:                                                                        

ARTICLE I                   

The Merger                    

SECTION 1.01. Effective Time of the Merger. Subject         
to the provisions of this Agreement, a certificate of merger                    
(the "Certificate of Merger") shall be duly pre- pared,                         
executed and acknowledged by the Company and there- after                       
delivered to the Secretary of State of the State of Delaware                    
for filing, as provided in the DGCL, as soon as practicable                     
on or after the Closing Date (as defined in Section 1.02).                      
The Merger shall become effective upon the filing of the                        
Certificate of Merger with the Secretary of State of the                        
State of Delaware or at such time thereafter as is agreed to                    
between Parent and the Company and provided in the                              
Certificate of Merger (the "Effective Time").                                   

SECTION 1.02. Closing. The closing of the Merger            
(the "Closing") will take place at 9:00 a.m., Washington,                       
D.C. time, on a date to be specified by the parties, which                      
shall be the later of (i) January 2, 1996, and (ii) the                         
second business day after satisfaction of the latest to occur                   
of the conditions set forth in Section 7.01 (provided that                      
the other closing conditions set forth in Article VII have                      
been met or waived as provided in Article VII at or prior to                    
the Closing) (the "Closing Date"), at the offices of the                        
Company, unless another date or place is agreed to in writing                   
by the parties hereto.                                                          

SECTION 1.03. Effect of the Merger. At the                  
Effective Time Sub shall be merged with and into the Company                    
which shall continue as the surviving corporation (the                          
Company is sometimes referred to herein as the "Surviving                       
Corporation").                                                                  

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SECTION 1.04. Certificate of Incorporation and              
By-laws. (a) The certificate of incorporation of the Company,                   
as in effect immediately prior to the Effective Time, shall                     
be the certificate of incorporation of the Surviving                            
Corporation until thereafter changed or amended as provided                     
therein or by applicable law.                                                   

(b) The by-laws of the Company as in effect at the          
Effective Time shall be the by-laws of the Surviving                            
Corporation until thereafter changed or amended as provided                     
therein or by applicable law.                                                   

SECTION 1.05. Directors. The directors of Sub               
immediately prior to the Effective Time shall be the                            
directors of the Surviving Corporation until the earlier of                     
their resignation or removal or until their respective                          
successors are duly elected and qualified, as the case may                      
be.                                                                             

SECTION 1.06. Officers. The officers of the Company         
immediately prior to the Effective Time shall be the officers                   
of the Surviving Corporation until the earlier of their                         
resignation or removal or until their respective successors                     
are duly elected and qualified, as the case may be.                             

ARTICLE II                    

Conversion of Securities                    

SECTION 2.01. Conversion of Capital Stock. As of            
the Effective Time, by virtue of the Merger and without any                     
action on the part of the holder of any shares of Common                        
Stock, par value $1 per share, of the Company (the "Company                     
Common Stock") or capital stock of Sub:                                         

(a) Capital Stock of Sub. Each issued and out-              
standing share of the capital stock of Sub shall be con-                        
verted into and become that number of shares of fully paid                      
and nonassessable shares of Company Common Stock equivalent                     
to the quotient obtained by dividing (i) the difference                         
between (A) the total number of outstanding shares of Company                   
Common Stock immediately prior to the Effective Time and (B)                    
the total number of shares of Company Common Stock owned by                     
Parent and its Subsidiaries immediately prior to the                            
Effective Time by (ii) 10,000.                                                  

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(b) Cancelation of Treasury Stock; Parent-Owned             
Stock to Remain Outstanding. All shares of Company Common                       
Stock that are owned by the Company as treasury stock shall                     
be canceled and retired and shall cease to exist and no                         
consideration shall be delivered in exchange therefor. All                      
shares of Company Common Stock owned by Parent or any                           
Subsidiary of Parent shall remain outstanding without change.                   
As used in this Agreement, the word "Subsidiary" means, with                    
respect to any party, any corporation or other organization,                    
whether incorporated or unincorporated, of which (i) such                       
party or any other Subsidiary of such party is a general                        
partner (excluding partnerships, the general partnership                        
interests of which held by such party or any Subsidiary of                      
such party do not have a majority of the voting interest in                     
such partnership) or (ii) at least a majority of the                            
securities or other interests having by their terms ordinary                    
voting power to elect a majority of the Board of Directors or                   
others performing similar functions with respect to such                        
corporation or other organization is directly or indirectly                     
owned or controlled by such party or by any one or more of                      
its Subsidiaries, or by such party and one or more of its                       
Subsidiaries.                                                                   

(c) Conversion of Company Common Stock. Subject to          
Section 2.01(d), each share of Company Common Stock issued                      
and outstanding (other than shares to be canceled or to                         
remain outstanding in accordance with Section 2.01(b)) shall                    
be converted into the right to receive $70.00 in cash without                   
interest (the "Merger Consideration"). As of the Effective                      
Time, all such shares shall no longer be outstanding and                        
shall automatically be canceled and shall cease to exist, and                   
each holder of a certificate representing any such shares                       
shall cease to have any rights with respect thereto, except                     
the right to receive the Merger Consideration without                           
interest. At the Effective Time, each holder of a then                          
outstanding option to purchase shares of Company Common Stock                   
under the Company Stock Plans (as defined below) shall, in                      
settlement thereof, receive from the Company for each share                     
of Company Common Stock subject to such option an amount                        
(subject to any applicable withholding tax) in cash equal to                    
the excess of the Merger Consideration over the per share                       
exercise price of such option (such amount being hereinafter                    
referred to as the "Option Consideration"); provided,                           
however, that with respect to any person subject to Section                     
16(a) of the Exchange Act, any such amount shall be paid as                     
soon as practicable after the first date payment can be made                    
without liability to such person under Section 16(b) of the                     
Exchange                                                                        

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Act. Upon receipt of the Option Consideration, the option                       
shall be cancelled. The surrender of an option shall be                         
deemed a release of any and all rights the holder had or may                    
have had in respect of such option.                                             

(d) Shares of Dissenting Stockholders. Notwith-             
standing anything in this Agreement to the contrary, any                        
issued and outstanding shares of Company Common Stock held by                   
a person (a "Dissenting Stockholder") who duly demands                          
appraisal of his shares of Company Common Stock pursuant to                     
the DGCL and complies with all the provisions of the DGCL                       
concerning the right of holders of Company Common Stock to                      
demand appraisal of their shares in connection with the                         
Merger ("Dissenting Shares") shall not be converted as                          
described in Section 2.01(c) but shall become the right to                      
receive such cash consideration as may be determined to be                      
due to such Dissenting Stockholder as provided in the DGCL.                     
If, however, such Dissenting Stockholder withdraws his demand                   
for appraisal or fails to perfect or otherwise loses his                        
right of appraisal, in any case pursuant to the DGCL, his                       
shares shall be deemed to be converted as of the Effective                      
Time into the right to receive the Merger Consideration                         
without interest. The Company shall give Parent (i) prompt                      
notice of any demands for appraisal of shares received by the                   
Company and (ii) the opportunity to participate in and direct                   
all negotiations and proceedings with respect to any such                       
demands. The Company shall not, without the prior written                       
consent of Parent, make any pay- ment with respect to, or                       
settle, offer to settle or other- wise negotiate, any such                      
demands.                                                                        

(e) Withholding Tax. The right of any stock- holder         
to receive the Merger Consideration shall be subject to and                     
reduced by the amount of any required tax withholding                           
obligation.                                                                     

SECTION 2.02. Exchange of Certificates. (a) Paying          
Agent. Prior to the Effective Time, Parent shall designate a                    
bank or trust company to act as paying agent in the Merger                      
(the "Paying Agent"), and, from time to time on and after the                   
Effective Time, Parent shall make available, or cause its                       
Subsidiaries (other than the Surviving Corporation) to make                     
available, to the Paying Agent funds in amounts and at the                      
times necessary for the payment of the Merger Consideration                     
pursuant to Section 2.01(c), and any payments to Dissenting                     
Stockholders pursuant to Section 2.01(d), it being understood                   
that any and all interest earned on funds made available to                     
the                                                                             

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Paying Agent pursuant to this Agreement shall be turned over                    
to Parent or the Subsidiary providing such funds, as                            
applicable.                                                                     

(b) Exchange Procedure. As soon as reasonably               
practicable after the Effective Time, the Paying Agent shall                    
mail to each holder of record (other than Parent or any of                      
its Subsidiaries) of a certificate or certificates which                        
immediately prior to the Effective Time represented shares of                   
Company Common Stock (the "Certificates") (i) a letter of                       
transmittal (which shall specify that delivery shall be                         
effected, and risk of loss and title to the Certificates                        
shall pass, only upon delivery of the Certificates to the                       
Paying Agent and shall be in a form and have such other                         
provisions as Parent may reasonably specify) and (ii)                           
instructions for use in effecting the surrender of the                          
Certificates in exchange for the Merger Consideration. Upon                     
surrender of a Certificate for cancelation to the Paying                        
Agent or to such other agent or agents as may be appointed by                   
Parent, together with such letter of transmittal, duly                          
executed, and such other documents as may reasonably be                         
required by the Paying Agent, the holder of such Certificate                    
shall be entitled to receive in exchange therefor the amount                    
of cash into which the shares theretofore represented by such                   
Certificate shall have been converted pursuant to Section                       
2.01, and the Certificate so surrendered shall forthwith be                     
canceled. In the event of a transfer of ownership of shares                     
that is not registered in the transfer records of the                           
Company, payment may be made to a person other than the                         
person in whose name the Certificate so surrendered is                          
registered, if such Certificate shall be properly endorsed or                   
otherwise be in proper form for transfer and the person                         
requesting such payment shall pay any transfer or other taxes                   
required by reason of the payment to a person other than the                    
registered holder of such Certificate or establish to the                       
satisfaction of the Surviving Corporation that such tax has                     
been paid or is not applicable. Until surrendered as                            
contemplated by this Section 2.02, each Certificate shall be                    
deemed at any time after the Effective Time to represent only                   
the right to receive upon such surrender the amount of cash,                    
without interest, into which the shares theretofore                             
represented by such Certificate shall have been converted                       
pursuant to Section 2.01. No interest will be paid or will                      
accrue on the cash payable upon the surrender of any                            
Certificate.                                                                    

(c) No Further Ownership Rights in Company Common           
Stock. All cash paid upon the surrender of Certificates in                      

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accordance with the terms of this Article II shall be deemed                    
to have been paid in full satisfaction of all rights per-                       
taining to the shares of Company Common Stock theretofore                       
represented by such Certificates. At the Effective Time, the                    
stock transfer books of the Company shall be closed, and                        
there shall be no further registration of transfers on the                      
stock transfer books of the Surviving Corporation of the                        
shares that were outstanding immediately prior to the                           
Effective Time, except for shares owned by Parent or its                        
Subsidiaries. If, after the Effective Time, Certificates are                    
presented to the Surviving Corporation or the Paying Agent                      
for any reason, they shall be canceled and exchanged as                         
provided in this Article II.                                                    

(d) No Liability. None of Parent, Sub, the Company          
or the Paying Agent shall be liable to any person in respect                    
of any cash delivered to a public official pursuant to any                      
applicable abandoned property, escheat or similar law.                          

ARTICLE III                   

Representations and Warranties of the Company                   

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

SECTION 3.01. Organization. Each of the Company and         
its Subsidiaries is a corporation duly organized, validly                       
existing and in good standing under the laws of the                             
jurisdiction of its incorporation and has all requisite                         
corporate power and corporate authority and all necessary                       
governmental approvals to own, lease and operate its prop-                      
erties and to carry on its business as now being conducted,                     
except where the failure to be so organized, existing and in                    
good standing or to have such power, authority and govern-                      
mental approvals would not have a material adverse effect on                    
the Company and its Subsidiaries taken as a whole. As used in                   
this Agreement, any reference to any event, change or effect                    
being material or having a material adverse effect on or with                   
respect to an entity (or group of entities taken as a whole)                    
means such event, change or effect is materially adverse to                     
the consolidated condition (financial or other- wise),                          
properties, assets (including intangible assets), liabilities                   
(including contingent liabilities), businesses or results of                    
operations of such entity (or, if with respect thereto, of                      
such group of entities taken as a whole). The                                   

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Company and each of its Subsidiaries is duly qualified or                       
licensed to do business and in good standing in each juris-                     
diction in which the property owned, leased or operated by it                   
or the nature of the business conducted by it makes such                        
qualification or licensing necessary, except where the                          
failure to be so duly qualified or licensed and in good                         
standing would not in the aggregate have a material adverse                     
effect on the Company and its Subsidiaries taken as a whole.                    

SECTION 3.02. Capitalization. As of the date                
hereof, the authorized capital stock of the Company consists                    
of (i) 150,000,000 shares of Company Common Stock of which,                     
as of June 30, 1995, 67,835,260 shares were issued and out-                     
standing and 3,801,249 shares were held in treasury, (ii)                       
10,000,000 shares of Cumulative Senior Preferred Stock, par                     
value $1 per share, no shares of which are issued and                           
outstanding and (iii) 15,000,000 shares of Cumulative Junior                    
Preferred Stock, par value $1 per share, no shares of which                     
are issued and outstanding. As of the date hereof, 1,958,002                    
shares of Company Common Stock are reserved for issuance upon                   
exercise of outstanding options pursuant to the Company's                       
1985 and 1992 Stock Option Plans and payment of outstanding                     
awards under its Performance Share Plan (the "Company Stock                     
Plans"). All the outstanding shares of Company Common Stock                     
are, and all shares which may be issued pursuant to Company                     
Stock Plans will be, when issued in accordance with the terms                   
thereof, duly authorized, validly issued, fully paid and                        
nonassessable and free of any pre- emptive rights in respect                    
thereto. As of the date hereof, no bonds, debentures, notes                     
or other indebtedness convertible into securities having the                    
right to vote ("Convertible Debt") of the Company are issued                    
or outstanding. Except as set forth above, as of the date                       
hereof, there are no existing options, warrants, calls,                         
subscriptions or other rights or other agreements or commit-                    
ments of any character relating to the issued or unissued                       
capital stock or Convertible Debt of the Company or any of                      
its Subsidiaries or obligating the Company or any of its                        
Subsidiaries to issue, transfer or sell or cause to be                          
issued, transferred or sold any shares of capital stock or                      
Convertible Debt of, or other equity interests in, the                          
Company or of any of its Subsidiaries or securities con-                        
vertible into or exchangeable for such shares or equity                         
interests or obligating the Company or any of its                               
Subsidiaries to grant, extend or enter into any such option,                    
warrant, call, subscription or other right, agreement or                        
commitment. As of the date hereof, there are no outstanding                     
contractual obligations of the Company or any of its                            

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Subsidiaries to repurchase, redeem or otherwise acquire any                     
shares of capital stock of the Company or any of its                            
Subsidiaries.                                                                   

SECTION 3.03. Authority. The Company has the                
requisite corporate power and authority to execute and                          
deliver this Agreement and to consummate the transactions                       
contemplated hereby (subject to, with respect to the Merger,                    
the approval and adoption of this Agreement by the holders of                   
80% of the outstanding shares of Company Common Stock which                     
shall include, pursuant to the terms of this Agreement, the                     
holders of a majority of the outstanding shares of Company                      
Common Stock not owned by Parent and its Subsidiaries (the                      
"Independent Stockholders")). The execution, delivery and                       
performance of this Agreement and the consummation of the                       
Merger and of the other transactions contemplated hereby have                   
been duly authorized by all necessary corporate action on the                   
part of the Company and no other corporate proceedings on the                   
part of the Company are necessary to authorize this Agreement                   
or to consummate the transactions so contemplated (other than                   
as aforesaid). This Agreement has been duly executed and                        
delivered by the Company and, assuming this Agreement                           
constitutes a valid and binding obligation of Parent and Sub,                   
as the case may be, constitutes a valid and binding                             
obligation of the Company, enforceable against the Company in                   
accordance with its terms.                                                      

SECTION 3.04. Consents and Approvals; No                    
Violations. Except for filings, permits, authorizations,                        
consents and approvals as may be required under, and other                      
applicable requirements of, the Securities Exchange Act of                      
1934, as amended (the "Exchange Act"), the Hart-Scott-Rodino                    
Antitrust Improvements Act of 1976, as amended (the "HSR                        
Act"), state insurance laws and the DGCL, neither the                           
execution, delivery or performance of this Agreement by the                     
Company nor the consummation by the Company of the                              
transactions contemplated hereby nor compliance by the                          
Company with any of the provisions hereof will (i) conflict                     
with or result in any breach of any provision of the charter                    
or by-laws of the Company or of any of its Subsidiaries, (ii)                   
require any filing with, or permit, authorization, consent or                   
approval of, any court, arbitral tribunal, administrative                       
agency or commission or other governmental or other                             
regulatory authority or agency (a "Governmental Entity")                        
(except where the failure to obtain such permits,                               
authorizations, consents or approvals or to make such filings                   
would not have a material adverse effect on the                                 

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Company and its Subsidiaries taken as a whole), (iii) result                    
in a violation or breach of, or constitute (with or without                     
due notice or lapse of time or both) a default (or give rise                    
to any right of termination, amendment, cancelation or                          
acceleration) under, any of the terms, conditions or                            
provisions of any note, bond, mortgage, indenture, lease,                       
license, contract, agreement or other instrument or                             
obligation to which the Company or any of its Subsidiaries is                   
a party or by which any of them or any of their properties or                   
assets may be bound or (iv) violate any order, writ,                            
injunction, decree, statute, rule or regulation applicable to                   
the Company, any of its Subsidiaries or any of their                            
properties or assets, except in the case of (iii) or (iv) for                   
violations, breaches or defaults which would not,                               
individually or in the aggregate, have a material adverse                       
effect on the Company and its Subsidiaries taken as a whole.                    

SECTION 3.05. SEC Reports and Financial Statements.         
Each of the Company and its Subsidiaries has filed with the                     
Securities and Exchange Commission (the "SEC") and has                          
heretofore made available to Parent true and complete copies                    
of, all forms, reports, schedules, state- ments and other                       
documents required to be filed by it since January 1, 1994,                     
under the Exchange Act or the Securities Act of 1933, as                        
amended (the "Securities Act") (as such documents have been                     
amended since the time of their filing, collectively, the                       
"Company SEC Documents"). The Company SEC Documents,                            
including without limitation any financial statements or                        
schedules included therein, at the time filed, (a) did not                      
contain any untrue statement of a material fact or omit to                      
state a material fact required to be stated therein or                          
necessary in order to make the statements therein, in light                     
of the circumstances under which they were made, not                            
misleading and (b) complied in all material respects with the                   
applicable requirements of the Exchange Act and the                             
Securities Act, as the case may be, and the applicable rules                    
and regulations of the SEC thereunder. The financial                            
statements of the Company included in the Company SEC                           
Documents comply as to form in all material respects with                       
applicable accounting requirements and with the published                       
rules and regulations of the SEC with respect thereto, have                     
been prepared in accordance with generally accepted                             
accounting principles applied on a consistent basis during                      
the periods involved (except as may be indicated in the notes                   
thereto or, in the case of the unaudited statements, as                         
permitted by Form 10-Q of the SEC) and fairly present                           
(subject, in the case of the unaudited statements, to normal,                   
recurring audit adjustments) the consolidated                                   

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financial position of the Company and its consolidated                          
Subsidiaries as at the dates thereof and the consolidated                       
results of their operations and cash flows for the periods                      
then ended.                                                                     

SECTION 3.06. Absence of Certain Changes. Except as         
disclosed in the Company SEC Documents filed with the SEC                       
prior to the date hereof, since December 31, 1994, there have                   
been no events, changes or effects having, individually or in                   
the aggregate, a material adverse effect on the Company and                     
its Subsidiaries taken as a whole.                                              

SECTION 3.07. No Undisclosed Liabilities. Except as         
and to the extent set forth in the Company's Annual Report on                   
Form 10-K for the year ended December 31, 1994, as of                           
December 31, 1994, neither the Company nor any of its                           
Subsidiaries had any liabilities or obligations of any                          
nature, whether or not accrued, contingent or otherwise, that                   
would be required by generally accepted accounting principles                   
to be reflected on a consolidated balance sheet of the                          
Company and its Subsidiaries (including the notes thereto).                     
Since December 31, 1994, neither the Company nor any of its                     
Subsidiaries has incurred any liabilities of any nature,                        
whether or not accrued, contingent or otherwise, which would                    
have, individually or in the aggregate, a material adverse                      
effect on the Company and its Subsidiaries taken as a whole.                    

SECTION 3.08. Benefit Plans. (a) With respect to            
each employee benefit plan (including, without limitation,                      
any "employee benefit plan", as defined in Section 3(3) of                      
the Employee Retirement Income Security Act of 1974, as                         
amended ("ERISA")), and any material bonus, profit sharing,                     
deferred compensation, incentive compensation, stock                            
ownership, stock purchase, stock option, phantom stock,                         
vacation, severance, death benefit, insurance or other plan,                    
arrangement or understanding (whether or not legally                            
binding), in each case maintained or contributed to for the                     
benefit of employees of the Company or any of its                               
Subsidiaries (all the foregoing being herein called the                         
"Company Benefit Plans"), individually and in the aggregate,                    
no event has occurred, and to the knowledge of the Company or                   
any of its Subsidiaries, there exists no condition or set of                    
circumstances, in connection with which the Company or any of                   
its Subsidiaries could be subject to any liability that is                      
reasonably likely to have a material adverse effect on the                      
Company and its Subsidiaries, taken as a whole (except                          
liability for benefits claims and funding                                       

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obligations payable in the ordinary course), under ERISA,                       
the Internal Revenue Code of 1986, as amended (the "Code")                      
or any other applicable law.                                                    

(b) With respect to the Company Benefit Plans,              
individually and in the aggregate, there are no funded                          
benefit obligations for which contributions have not been                       
made or properly accrued and there are no unfunded benefit                      
obligations which have not been accounted for by reserves,                      
established in accordance with generally accepted accounting                    
principles, or otherwise properly footnoted in accordance                       
with generally accepted accounting principles, on the                           
financial statements of the Company or any of its                               
Subsidiaries, which obligations are reasonably likely to have                   
a material adverse effect on the Company and its                                
Subsidiaries, taken as a whole.                                                 

SECTION 3.09. Other Benefit Plans. Neither the              
Company nor any of its Subsidiaries is a party to any oral or                   
written (i) consulting agreement not terminable on 60 days'                     
or less notice involving the payment of more than $200,000                      
per annum or union or collective bargaining agreement which                     
covers more than 1,000 employees, (ii) agreement with any                       
executive officer or other key employee of the Company or any                   
of its Subsidiaries, the benefits of which are contingent, or                   
the terms of which are materially altered, upon the                             
occurrence of a transaction involving the Company of the                        
nature contemplated by this Agreement or agreement with                         
respect to any executive officer of the Company providing any                   
term of employment or compensation guarantee extending for a                    
period longer than one year and for the payment of in excess                    
of $200,000 per annum, or (iii) agreement or plan, any of the                   
benefits of which will be increased, or the vesting of the                      
benefits of which will be accelerated, by the occurrence of                     
any of the transactions contemplated by this Agreement or the                   
value of any of the benefits of which will be calculated on                     
the basis of any of the transactions contemplated by this                       
Agreement, provided that (A) the employee stock options                         
outstanding on the date hereof under the 1992 Company Stock                     
Plan will, as provided in such Plan, be accelerated as to                       
vesting, (B) pursuant to the terms of the Pension Plan for                      
Retired Non- Employee Directors, participants who have not                      
attained age 65 shall be deemed to be age 65 and all                            
participants shall be entitled to a lump sum payment of the                     
benefits thereunder and (C) all deferred bonus awards under                     
the Equity Cash Bonus Plan will, as provided in such Plan, be                   
vested and paid out in full.                                                    

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SECTION 3.10. Litigation. There is no suit, claim,          
action, proceeding or investigation pending or, to the best                     
knowledge of the Company, threatened against, the Company or                    
any of its Subsidiaries before any Governmental Entity which,                   
individually or in the aggregate, is reasonably likely to                       
have a material adverse effect on the Company and its                           
Subsidiaries taken as a whole or a material adverse effect on                   
the ability of the Company to consummate the transactions                       
contemplated by this Agreement. Except as disclosed in the                      
Company SEC Documents filed prior to the date of this                           
Agreement, neither the Company nor any of its Subsidiaries is                   
subject to any outstanding order, writ, injunction or decree                    
which, insofar as can be reasonably foreseen, individually or                   
in the aggregate, in the future would have a material adverse                   
effect on the Company and its Subsidiaries taken as a whole                     
or a material adverse effect on the ability of the Company to                   
consummate the transactions contemplated hereby.                                

SECTION 3.11. Compliance with Applicable Law. The           
Company and its Subsidiaries hold all permits, licenses,                        
variances, exemptions, orders and approvals of all                              
Governmental Entities necessary for the lawful conduct of                       
their respective businesses (the "Company Permits"), except                     
for failures to hold such permits, licenses, variances,                         
exemptions, orders and approvals which would not, individu-                     
ally or in the aggregate, have a material adverse effect on                     
the Company and its Subsidiaries taken as a whole. The                          
Company and its Subsidiaries are in compliance with the terms                   
of the Company Permits, except where the failure so to comply                   
would not have a material adverse effect on the Company and                     
its Subsidiaries taken as a whole. Except as disclosed in the                   
Company SEC Documents filed prior to the date of this                           
Agreement, to the best knowledge of the Company, the                            
businesses of the Company and its Subsidiaries are not being                    
conducted in violation of any law, ordinance or regulation of                   
any Governmental Entity, except for possible violations which                   
individually or in the aggregate do not, and, insofar as                        
reasonably can be foreseen, in the future will not, have a                      
material adverse effect on the Company and its Subsidiaries                     
taken as a whole. No investigation or review by any                             
Governmental Entity with respect to the Company or any of its                   
Subsidiaries is pending or, to the best knowledge of the                        
Company, threatened, nor has any Governmental Entity                            
indicated an intention to conduct the same, other than, in                      
each case, those the outcome of which, as far as reasonably                     
can be foreseen, in                                                             

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the future will not have a material adverse effect on the                       
Company and its Subsidiaries taken as a whole.                                  

SECTION 3.12. Opinion of Financial Advisor. The             
Company has received the opinion of Morgan Stanley & Co.                        
Incorporated, dated the date hereof, to the effect that, as                     
of such date, the consideration to be received in the Merger                    
by the Independent Stockholders is fair to such Stockholders                    
from a financial point of view, a copy of which opinion has                     
been delivered to Parent.                                                       

SECTION 3.13. Vote Required. The affirmative vote           
of the holders of 80% of the outstanding shares of Company                      
Common Stock, including Independent Stockholders holding a                      
majority of the outstanding shares of Company Common Stock                      
not owned by Parent and its Subsidiaries, is the only vote of                   
the holders of any class or series of the Company's capital                     
stock necessary to approve this Agreement and the                               
transactions contemplated hereby.                                               

ARTICLE IV                    

Representations and Warranties                    
of Parent and Sub                   

Parent and Sub represent and warrant to the Company         
as follows:                                                                     

SECTION 4.01. Organization. Each of Parent and Sub          
and Parent's Subsidiaries which own shares of Company Common                    
Stock is a corporation duly organized, validly existing and                     
in good standing under the laws of the jurisdiction of its                      
incorporation and has all requisite corporate power and                         
corporate authority and all necessary governmental approvals                    
to own, lease and operate its properties and to carry on its                    
business as now being conducted except where the failure to                     
be so organized, existing and in good standing or to have                       
such power, author- ity, and governmental approvals would not                   
have a material adverse effect on Parent and its Subsidiaries                   
taken as a whole. Parent and each of its Subsidiaries which                     
owns shares of Company Common Stock is duly qualified or                        
licensed to do business and in good standing in each                            
jurisdiction in which the property owned, leased or operated                    
by it or the nature of the business conducted by it makes                       
such qualification or licensing necessary, except where the                     
failure to be so duly qualified or licensed and in good                         

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standing would not in the aggregate have a material adverse                     
effect on Parent and its Subsidiaries taken as a whole.                         

SECTION 4.02. Authority. Parent and Sub have                
requisite corporate power and authority to execute and                          
deliver this Agreement and to consummate the transactions                       
contemplated hereby. The execution, delivery and per-                           
formance of this Agreement and the consummation of the Merger                   
and of the other transactions contemplated hereby have been                     
duly authorized by all necessary corporate action on the part                   
of Parent, and no other corporate proceedings on the part of                    
Parent and Sub are necessary to authorize this Agreement or                     
to consummate the transactions so contemplated. This                            
Agreement has been duly executed and delivered by Parent and                    
Sub, as the case may be, and, assuming this Agreement                           
constitutes a valid and binding obligation of the Company,                      
constitutes a valid and binding obligation of each of Parent                    
and Sub, as the case may be, enforceable against Parent and                     
Sub in accordance with its respective terms.                                    

SECTION 4.03. Consents and Approvals; No                    
Violations. Except for filings, permits, authorizations,                        
consents and approvals as may be required under, and other                      
applicable requirements of, the Exchange Act, the HSR Act,                      
state insurance laws and the DGCL, neither the execution,                       
delivery or performance of this Agreement by Parent and Sub                     
nor the consummation by Parent and Sub of the transactions                      
contemplated hereby nor compliance by Parent and Sub with any                   
of the provisions hereof will (i) conflict with or result in                    
any breach of any provision of the respective certificate of                    
incorporation or by-laws of Parent and Sub, (ii) require any                    
filing with, or permit, authorization, consent or approval                      
of, any Governmental Entity (except where the failure to                        
obtain such permits, authorizations, consents or approvals or                   
to make such filings would not have a material adverse effect                   
on Parent and its Subsidiaries taken as a whole), (iii)                         
result in a violation or breach of, or constitute (with or                      
without due notice or lapse of time or both) a default (or                      
give rise to any right of termination, cancelation or                           
acceleration) under, any of the terms, conditions or                            
provisions of any note, bond, mortgage, indenture, license,                     
lease, contract, agreement or other instrument or obligation                    
to which Parent or any of its Subsidiaries is a party or by                     
which any of them or any of their properties or assets may be                   
bound or (iv) violate any order, writ, injunction, decree,                      
statute, rule or regulation applicable to Parent, any of its                    
Subsidiaries or any of their properties or assets, except in                    
the case of (iii) and                                                           

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(iv) for violations, breach or defaults which would not,                        
individually or in the aggregate, have a material adverse                       
effect on Parent and its Subsidiaries taken as a whole.                         

SECTION 4.04. Information in Proxy Statement. None          
of the information supplied by Parent or Sub in writing                         
specifically for inclusion or incorporation by reference in                     
the Company's Proxy Statement for the special meeting of its                    
stockholders to be called to consider the Merger (the "Proxy                    
Statement") will, at the date mailed to stockholders and at                     
the time of the meeting of the Company's stockholders to be                     
held in connection with the Merger, 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.                                      

SECTION 4.05. Interim Operations of Sub. Sub was            
formed solely for the purpose of engaging in the trans-                         
actions contemplated hereby, has engaged in no other busi-                      
ness activities and has conducted its operations only as                        
contemplated hereby.                                                            

ARTICLE V                   

Covenants                   

SECTION 5.01. Covenants of the Company. During the          
period from the date of this Agreement and continuing until                     
the Effective Time, the Company agrees as to itself and its                     
Subsidiaries that (except as expressly contemplated or                          
permitted by this Agreement, or to the extent that Parent                       
shall otherwise consent in writing):                                            

(a) Ordinary Course. The Company and its                    
Subsidiaries shall carry on their respective businesses in                      
the usual, regular and ordinary course in substantially the                     
same manner as heretofore conducted and use all reasonable                      
efforts to preserve intact their present business organiza-                     
tions, keep available the services of their present officers                    
and employees and preserve their relationships with cus-                        
tomers, suppliers and others having business dealings with                      
them to the end that their goodwill and ongoing business                        
shall not be impaired in any material respect at the                            
Effective Time.                                                                 

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(b) Dividends; Changes in Stock. The Company shall          
not, nor shall it permit any of its Subsidiaries to, nor                        
shall it propose to, (i) declare or pay any dividends on or                     
make other distributions in respect of any of its capital                       
stock, except that it may continue the declaration and                          
payment of regular quarterly cash dividends in an amount not                    
in excess of $0.27 per share, with usual record and payment                     
dates for such dividends in accordance with the Company's                       
past dividend practice, and except for dividends by any                         
Subsidiary to the Company or to another Subsidiary, (ii)                        
split, combine or reclassify its capital stock or issue or                      
authorize or propose the issuance of any other securities in                    
respect of, in lieu of or in substitution for shares of its                     
capital stock or (iii) repurchase, redeem or otherwise                          
acquire, or permit any Subsidiary to repurchase, redeem or                      
otherwise acquire, any shares of capital stock of the Company                   
or any of its Subsidiaries.                                                     

(c) Issuance of Securities. The Company shall not,          
nor shall it permit any of its Subsidiaries to, issue,                          
deliver or sell, or authorize or propose the issuance,                          
delivery or sale of, any shares of its capital stock of any                     
class or any securities convertible into, or any rights,                        
warrants, calls, subscriptions or options to acquire, any                       
such shares or convertible securities, other than (i) the                       
issuance of shares of Company Common Stock upon the exercise                    
of employee stock options outstanding on the date hereof                        
under the Company Stock Plans and (ii) issuance by a wholly                     
owned Subsidiary of its capital stock to its parent.                            

(d) Governing Documents. The Company shall not              
amend or propose to amend its Certificate of Incorporation or                   
By-laws.                                                                        

(e) Advice of Changes; Filings. The Company shall           
confer on a regular and frequent basis with Parent, report on                   
operational matters and promptly advise Parent orally and in                    
writing of any change or event having, or which, insofar as                     
can reasonably be foreseen, could have, a material adverse                      
effect on the Company and its Subsidiaries taken as a whole.                    
The Company and Parent shall promptly provide the other                         
copies of all filings made by such party with any Federal,                      
state or foreign Governmental Entity in connection with this                    
Agreement and the transactions contemplated hereby, other                       
than the portions of such filings that include confidential                     
information not directly related to the transactions                            
contemplated by this Agreement.                                                 

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(f) The Company shall not (i) enter into, adopt,            
amend in any material respect (except as may be required by                     
law) or terminate any Company Benefit Plan or other employee                    
benefit plan or any agreement, arrangement, plan or policy                      
between the Company and one or more of its directors or                         
officers or (ii) except for normal increases in the ordinary                    
course of business consistent with past practice that, in the                   
aggregate, do not result in a material increase in benefits                     
or compensation expense to the Company, increase in any                         
manner the compensation or fringe benefits of any director,                     
officer or key employee or pay any benefit not required by                      
any plan and arrangement as in effect as of the date hereof                     
(including, without limitation, the granting of stock options                   
or Performance Share awards) or enter into any contract,                        
agreement, commitment or arrangement to do any of the                           
foregoing, except as provided in Section 6.05(d).                               

SECTION 5.02. No Solicitation; Fiduciary Out. (a)           
The Company shall not authorize or permit any of its                            
executive officers or directors or any investment banker,                       
financial advisor, attorney, accountant or other                                
representative retained by it or any of its Subsidiaries to                     
(i) solicit, initiate or encourage (including by way of                         
furnishing information), or take any other action to                            
facilitate, any inquiries or the making of any proposal which                   
constitutes, or may reasonably be expected to lead to, any                      
Takeover Proposal (as defined below) or (ii) participate in                     
any discussions or negotiations regarding any Takeover                          
Proposal; provided, however, that, if at any time prior to                      
the Effective Time the Board of Directors of the Company                        
determines in good faith, after consultation with counsel,                      
that it is necessary to do so in order to comply with its                       
fiduciary duties to the Company's stockholders, the Company                     
may, in response to an unsolicited Takeover Proposal, and                       
subject to compliance with Section 5.02(c), (x) furnish                         
information with respect to the Company to any person                           
pursuant to a confidentiality agreement and (y) participate                     
in negotiations regarding such Takeover Proposal. Without                       
limiting the foregoing, it is understood that any violation                     
of the restrictions set forth in the preceding sentence by                      
any director or executive officer of the Company or any of                      
its Subsidiaries or any investment banker, financial advisor,                   
attorney, accountant or other representative of the Company                     
or any of its Subsidiaries shall be deemed to be a breach of                    
this Section 5.02(a) by the Company. For purposes of this                       
Agreement, "Takeover Proposal" means any inquiry, proposal or                   
offer from any person (other than Parent or any of its                          
Subsidiaries) relating to any direct or indirect                                

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acquisition or purchase of a substantial amount of assets of                    
the Company or any of its Subsidiaries or of 50% or more of                     
the shares of Company Common Stock, any tender offer or                         
exchange offer that if consummated would result in any person                   
beneficially owning 50% or more of the shares of Company                        
Common Stock, any merger, consolidation, business                               
combination, sale of substantially all the assets,                              
recapitalization, liquidation, dissolution or similar                           
transaction involving the Company, other than the Merger, or                    
any other transaction the consummation of which could                           
reasonably be expected to impede, interfere with, prevent or                    
materially delay the Merger or which would reasonably be                        
expected to dilute materially the benefits to Parent of the                     
transactions contemplated hereby.                                               

(b) Except as set forth in this Section 5.02(b),            
neither the Board of Directors of the Company nor any                           
committee thereof shall (i) withdraw or modify, or propose to                   
withdraw or modify, in a manner adverse to Parent, the                          
approval or recommendation by such Board of Directors of this                   
Agreement or the Merger, (ii) approve or recommend, or                          
propose to approve or recommend, any Takeover Proposal or                       
(iii) cause the Company to enter into any agreement with                        
respect to any Takeover Proposal. Notwithstanding the fore-                     
going, in the event that prior to the Effective Time the                        
Board of Directors of the Company determines in good faith,                     
after consultation with counsel, that it is necessary to do                     
so in order to comply with its fiduciary duties to the                          
Company's stockholders, the Board of Directors of the Company                   
may withdraw or modify its approval or recom- mendation of                      
this Agreement and the Merger, approve or recommend a                           
Takeover Proposal or cause the Company to enter into an                         
agreement with respect to a Takeover Proposal. While the fact                   
that any Takeover Proposal may be conditioned on Parent's                       
agreeing to it may be considered by the Company's Board of                      
Directors, such fact shall not prevent the Company's Board of                   
Directors from taking any action pursuant to this Section                       
5.02(b) even if Parent has stated or indicated in any way                       
that it will not agree to such Takeover Proposal.                               

(c) In addition to the obligations of the Company           
set forth in Section 5.02(a), the Company shall immediately                     
advise Parent orally and in writing of any request for                          
information or of any Takeover Proposal, or any inquiry with                    
respect to or which could lead to any Takeover Proposal, and                    
shall describe the material terms and conditions of such                        
request, Takeover Proposal or inquiry and the identity of                       

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the person making such request, Takeover Proposal or inquiry.                   
The Company will keep Parent fully informed of the status and                   
details (including amendments or proposed amendments) of any                    
such request, Takeover Proposal or inquiry.                                     

(d) Nothing contained in this Section 5.02 shall            
prohibit the Company from taking and disclosing to its                          
stockholders a position contemplated by Rule 14e-2(a)                           
promulgated under the Exchange Act or from making any                           
disclosure to the Company's stockholders if, in the opinion                     
of the Board of Directors of the Company, after consultation                    
with counsel, failure so to disclose would be inconsistent                      
with its fiduciary duties to the Company's stockholders;                        
provided, however, that neither the Company nor its Board of                    
Directors nor any committee thereof shall, except as                            
permitted by Section 5.02(b), withdraw or modify, or propose                    
to withdraw or modify, its position with respect to the                         
Merger or approve or recommend, or propose to approve or                        
recommend, a Takeover Proposal.                                                 

ARTICLE VI                    

Additional Agreements                   

SECTION 6.01. Preparation of the Proxy Statement.           
The Company shall promptly prepare and file with the SEC                        
preliminary and final versions of the Proxy Statement and a                     
Schedule 13E-3. The Company shall use its best efforts to                       
have the Proxy Statement cleared by the SEC and mailed to its                   
stockholders at the earliest practicable date. The Company                      
shall cooperate and consult with Parent with respect to the                     
Proxy Statement and the Schedule 13E-3 and any related SEC                      
comments. The Company covenants that (i) the Proxy Statement                    
and the Schedule 13E-3 will comply in all material respects                     
as to form with the requirements of the Exchange Act and the                    
rules and regulations thereunder and (ii) as of the date of                     
mailing of the Proxy Statement and at the time of the meeting                   
of the Company's stockholders to be held in connection with                     
the Merger, the Proxy Statement and the Schedule 13E-3 will                     
not contain any untrue statement of 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, provided that no representation is made by the                      
Company with respect to any information included in the Proxy                   
Statement and the                                                               

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Schedule 13E-3 regarding Parent or its Subsidiaries supplied                    
by Parent in writing specifically for inclusion in the Proxy                    
Statement and the Schedule 13E-3.                                               

SECTION 6.02. Access to Information. Upon                   
reasonable notice and subject to restrictions contained in                      
confidentiality agreements to which such party is subject                       
(from which such party shall use reasonable efforts to be                       
released), the Company shall (and shall cause each of its                       
Subsidiaries to) afford to the officers, employees,                             
accountants, counsel and other representatives of Parent,                       
access, during normal business hours during the period prior                    
to the Effective Time, to all its properties, books, con-                       
tracts, commitments and records and, during such period, the                    
Company shall (and shall cause each of its Subsidiaries to)                     
furnish promptly to Parent (a) a copy of each report,                           
schedule, registration statement and other document filed or                    
received by it during such period pursuant to the require-                      
ments of Federal securities laws and (b) all other informa-                     
tion concerning its business, properties and personnel as                       
Parent may reasonably request. Unless otherwise required by                     
law, Parent will hold any such information which is non-                        
public in confidence until such time as such information                        
otherwise becomes publicly available through no wrongful act                    
of either party, and in the event of termination of this                        
Agreement for any reason Parent shall promptly upon request                     
return all nonpublic documents obtained from the Company, and                   
any copies made of such documents, to the Company.                              

SECTION 6.03. Stockholders Meeting. The Company             
shall call a meeting of its stockholders to be held as                          
promptly as practicable for the purpose of voting upon this                     
Agreement and the Merger. Subject to Section 5.02(b), the                       
Company will, through its Board of Directors, recommend to                      
its stockholders approval of this Agreement and the Merger                      
and shall use its best efforts to hold such meeting as soon                     
as reasonably practicable after the date hereof.                                

SECTION 6.04. Legal Conditions to Merger. Each of           
the Company, Parent and Sub will take all reasonable actions                    
necessary to comply promptly with all legal requirements                        
which may be imposed on itself with respect to the Merger                       
(which actions shall include, without limitation, furnishing                    
all information required under the HSR Act and in connection                    
with approvals of or filings with state insurance authorities                   
and any other Governmental Entity) and will promptly                            
cooperate with and furnish information to each other in                         
connection with any such requirements imposed upon                              

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any of them or any of their Subsidiaries in connection with                     
the Merger. Each of the Company, Parent and Sub will, and                       
will cause its Subsidiaries to, take all reasonable actions                     
necessary to obtain (and will cooperate with each other in                      
obtaining) any consent, authorization, order or approval of,                    
or any exemption by, any Governmental Entity or other public                    
or private third party, required to be obtained or made by                      
Parent, the Company or any of their Subsidiaries in connec-                     
tion with the Merger or the taking of any action contem-                        
plated thereby or by this Agreement.                                            

SECTION 6.05. Employee Benefit Plans. (a) Parent            
and the Company agree that the benefit plans of the Company                     
and its Subsidiaries in effect at the date of this Agreement                    
(other than the Company Stock Plans and the Company's                           
Employee Stock Ownership Plan (the "ESOP")) shall, to the                       
extent practicable, remain in effect without amendment until                    
the Effective Time and that thereafter the Surviving                            
Corporation will maintain, subject to such changes and                          
modifications as may be necessary or desirable to facilitate                    
compliance by Parent and its Subsidiaries (including the                        
Surviving Corporation) with applicable statutory and                            
regulatory requirements, for a period of three years after                      
the Effective Time, benefit plans (other than the Company                       
Stock Plans and the ESOP) which are no less favorable, in the                   
aggregate, to the employees covered by such plans as the                        
benefit plans in effect at the Effective Time (other than the                   
Company Stock Plans and the ESOP).                                              

(b) Parent will, and will cause the Surviving               
Corporation to, honor without modification for a period of                      
three years after the Effective Time all employee severance                     
plans (or policies) and employment and severance agreements                     
of the Company or any of its Subsidiaries in existence on the                   
date hereof as such plans, policies and agreements shall be                     
in effect in accordance with the terms of this Agreement at                     
the Effective Time.                                                             

(c) Parent and the Company will use their best              
efforts to agree on compensation plans for the officers and                     
employees of the Company after the Effective Time to provide                    
them incentive compensation that in the aggregate is                            
reasonably comparable (without giving effect to the payments                    
to them resulting from the Merger) to that historically                         
provided by the Company Stock Plans and the ESOP, except that                   
Parent shall not be required to issue any shares of its                         
equity securities in connection with such compensation plans.                   

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(d) The Company agrees that (i) all the outstanding         
borrowings by the ESOP will be paid in full from the                            
unallocated assets of the ESOP, any remaining unallocated                       
assets of the ESOP will be allocated among ESOP participants,                   
the interests of all participants in the ESOP will be vested                    
and distributed and, pursuant to resolutions adopted by the                     
Company's Board of Directors prior to the execution of this                     
Agreement, the ESOP will be terminated and (ii) in accordance                   
with amendments to the Performance Share Plan effected prior                    
to the execution of this Agreement, all Performance Share                       
awards outstanding on the date hereof will remain in effect                     
in accordance with the terms of such awards on such date                        
except that any payments after the Effective Time will be                       
made on the basis of the Merger Consideration and no Company                    
Common Stock shall be issued after the Effective Time. The                      
Company represents and warrants to Parent that, following the                   
Effective Time, the unallocated assets of the ESOP will                         
substantially exceed the amount required to prepay in full                      
the borrowings of the ESOP.                                                     

SECTION 6.06. Expenses. Whether or not the Merger           
is consummated, all costs and expenses incurred in connection                   
with this Agreement and the transactions contemplated hereby                    
shall be paid by the party incurring such expense.                              

SECTION 6.07. Brokers or Finders. Each of Parent            
and the Company represents, as to itself, its Subsidiaries                      
and its affiliates, that no agent, broker, investment banker,                   
financial advisor or other firm or person is or will be                         
entitled to any brokers' or finder's fee or any other                           
commission or similar fee in connection with any of the                         
transactions contemplated by this Agreement except Morgan                       
Stanley & Co. Incorporated, whose fees and expenses will be                     
paid by the Company in accordance with the Company's agree-                     
ment with such firm (copies of which have been delivered by                     
the Company to Parent prior to the date of this Agreement),                     
and each of Parent and the Company agree to indemnify and                       
hold the other harmless from and against any and all claims,                    
liabilities or obligations with respect to any other fees,                      
commissions or expenses asserted by any person on the basis                     
of any act or statement alleged to have been made by such                       
party or its affiliate.                                                         

SECTION 6.08. Indemnification; Insurance. (a) The           
Company shall, and from and after the Effective Time Parent                     
and the Surviving Corporation shall, indemnify, defend and                      
hold harmless each person who is now, or has been                               

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at any time prior to the date of this Agreement or who                          
becomes such prior to the Effective Time, an officer,                           
director or employee of the Company or any of its                               
Subsidiaries (the "Indemnified Parties") against (i) all                        
losses, claims, damages, costs, expenses, liabilities or                        
judgments or amounts that are paid in settlement with the                       
approval of the indemnifying party (which approval shall not                    
be unreasonably withheld) of or in connection with any claim,                   
action, suit, proceeding or investigation based in whole or                     
in part on or arising in whole or in part out of the fact                       
that such person is or was a director, officer or employee of                   
the Company or any of its Subsidiaries, whether pertaining to                   
any matter existing or occurring at or prior to the Effective                   
Time and whether asserted or claimed prior to, or at or                         
after, the Effective Time ("Indemnified Liabilities") and                       
(ii) all Indemnified Liabilities based in whole or in part                      
on, or arising in whole or in part out of, or pertaining to                     
this Agreement or the transactions contemplated hereby;                         
provided, however, in the case of the Company and the                           
Surviving Corporation such indemnification shall only be to                     
the fullest extent a corporation is permitted under the DGCL                    
to indemnify its own directors, officers and employees; in                      
the case of Parent, such indemnification shall not be limited                   
by the DGCL but such indemnification shall not be applicable                    
to any claims made against the Indemnified Parties (A)                          
arising out of, based upon or attributable to the gaining in                    
fact of any personal profit or advantage to which they were                     
not legally entitled or (B) arising out of, based upon or                       
attributable to the committing in fact of any criminal or                       
deliberate fraudulent act; and the Company, Parent and the                      
Surviving Corporation, as the case may be, will pay all                         
expenses in advance of the final disposition of any such                        
action or proceeding to each Indemnified Party, in the case                     
of the Company and the Surviving Corporation only to the                        
fullest extent permitted by law upon receipt of any                             
undertaking contemplated by Section 145(e) of the DGCL.                         
Without limiting the foregoing, in the event any such claim,                    
action, suit, proceeding or investigation is brought against                    
any Indemnified Party (whether arising before or after the                      
Effective Time), (i) the Indemnified Parties may retain                         
counsel satisfactory to them and the Company (or them and                       
Parent and the Surviving Corporation after the Effective                        
Time), (ii) the Company (or after the Effective Time, the                       
Surviving Corporation) shall pay all reasonable fees and                        
expenses of such counsel for the Indemnified Parties promptly                   
as statements therefor are received, and (iii) the Company                      
(or after the Effective Time, Parent and the Surviving                          

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Corporation) will use all reasonable efforts to assist in the                   
vigorous defense of any such matter, provided that none of                      
the Company, Parent or the Surviving Corporation shall be                       
liable for any settlement of any claim effected without its                     
written consent, which consent, however, shall not be                           
unreasonably withheld. Any Indemnified Party wishing to claim                   
indemnification under this Section 6.08, upon learning of any                   
such claim, action, suit, proceeding or investigation, shall                    
notify the Company, Parent or the Surviving Corporation (but                    
the failure so to notify an Indemnifying Party shall not                        
relieve it from any liability which it may have under this                      
Section 6.08 except to the extent such failure prejudices                       
such party), and shall deliver to the Company (or after the                     
Effective Time, the Surviving Corporation (but not Parent))                     
the undertaking contemplated by Section 145(e) of the DGCL.                     
The Indemnified Parties as a group may retain only one law                      
firm to represent them with respect to each such matter                         
unless there is, under applicable standards of professional                     
conduct, a conflict on any significant issue between the                        
positions of any two or more Indemnified Parties.                               

(b) The provisions of this Section 6.08 are                 
intended to be for the benefit of, and shall be enforceable                     
by, each Indemnified Party, his or her heirs and representa-                    
tives.                                                                          

SECTION 6.09. (a) Additional Agreements; Best               
Efforts. Subject to the terms and conditions of this                            
Agreement, each of the parties hereto agrees to use best                        
efforts to take, or cause to be taken, all action and to do,                    
or cause to be done, all things necessary, proper or advis-                     
able under applicable laws and regulations to consummate and                    
make effective the transactions contemplated by this                            
Agreement, including cooperating fully with the other party,                    
including by provision of information and making of all                         
necessary filings under the HSR Act and state insurance laws.                   
In case at any time after the Effective Time any further                        
action is necessary or desirable to carry out the purposes of                   
this Agreement or to vest the Surviving Corporation with full                   
title to all properties, assets, rights, approvals,                             
immunities and franchises of either the Company or Sub, the                     
proper officers and directors of each party to this Agreement                   
shall take all such necessary action.                                           

(b) Parent agrees that it will not, as permitted by         
Section 2(b)(ii) of the Proxy Agreement to which it is a                        

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party with NationsBank of Maryland, instruct the proxy named                    
therein (i) not to vote the shares of Company Common Stock                      
owned by its Subsidiaries on the Merger or (ii) to vote such                    
shares on the Merger in the same proportion as the votes cast                   
by the Independent Stockholders, so long as this Agreement                      
has not been terminated pursuant to Article VIII.                               

(c) Parent or Surviving Corporation agrees, subject         
to consummation of the Merger, to pay, without deduction or                     
withholding from any amount payable to the holders of Company                   
Common Stock, any New York State Tax on Gains Derived from                      
Certain Real Property Transfers and any other similar taxes                     
that become payable by the Company or the Surviving                             
Corporation on transfers of the Company's tangible assets.                      
The Company and Parent shall cooperate in the preparation,                      
execution and filing of any returns, questionnaires,                            
applications and other documents related to such taxes                          
required or permitted to be filed on or before the Effective                    
Time.                                                                           

ARTICLE VII                   

Conditions                    

SECTION 7.01. Conditions to Each Party's Obligation         
To Effect the Merger. The respective obligation of each party                   
to effect the Merger shall be subject to the satisfaction                       
prior to the Closing Date of the following conditions:                          

(a) Stockholder Approval. This Agreement and the            
Merger shall have been approved and adopted by the                              
affirmative vote of the holders of 80% of the outstanding                       
shares of Company Common Stock, including the affirmative                       
vote of Independent Stockholders holding a majority of the                      
outstanding shares of Company Common Stock not owned by                         
Parent and its Subsidiaries.                                                    

(b) Other Approvals. Other than the filing pro-             
vided for by Section 1.01, all authorizations, consents,                        
orders or approvals of, or declarations or filings with, or                     
expirations of waiting periods imposed by, any Governmental                     
Entity the failure to obtain which would have a material                        
adverse effect on Parent and its Subsidiaries or the                            
Surviving Corporation and its Subsidiaries, in each case                        
taken as a whole, shall have been filed, occurred or been                       
obtained.                                                                       

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(c) No Injunctions or Restraints. No temporary              
restraining order, preliminary or permanent injunction or                       
other order issued by any court of competent jurisdiction or                    
other legal restraint or prohibition preventing the consum-                     
mation of the Merger shall be in effect.                                        

SECTION 7.02. Conditions of Obligations of Parent           
and Sub. The obligations of Parent and Sub to effect the                        
Merger are subject to the satisfaction of the following                         
conditions unless waived by Parent and Sub:                                     

(a) Representations and Warranties. The                     
representations and warranties of the Company set forth in                      
this Agreement shall be true and correct in all material                        
respects as of the date of this Agreement and (except to the                    
extent such representations and warranties speak as of an                       
earlier date) as of the Closing Date as though made on and as                   
of the Closing Date, except as otherwise contemplated by this                   
Agreement.                                                                      

(b) Performance of Obligations of the Company. The          
Company shall have performed in all material respects all                       
obligations required to be performed by it under this                           
Agreement at or prior to the Closing Date.                                      

(c) Opinion of Counsel to the Company. Parent and           
Sub shall have received, on and as of the Closing Date, an                      
opinion of Cravath, Swaine & Moore, counsel to the Company,                     
in usual and customary form reasonably acceptable to Parent                     
and Sub, substantially as to the matters set forth in                           
Sections 3.01 (only with respect to the first sentence                          
thereof), 3.03 (subject to customary exceptions regarding                       
insolvency and equitable remedies), and 3.04 (only with                         
respect to clause (i) thereof).                                                 

SECTION 7.03. Conditions of Obligations of the              
Company. The obligation of the Company to effect the Merger                     
is subject to the satisfaction of the following conditions                      
unless waived by the Company:                                                   

(a) Representations and Warranties. The repre-              
sentations and warranties of Parent and Sub set forth in this                   
Agreement shall be true and correct in all material respects                    
as of the date of this Agreement and (except to the extent                      
such representations speak as of an earlier date) as of the                     
Closing Date as though made on and as of the Closing Date,                      
except as otherwise contemplated by this Agreement.                             

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(b) Performance of Obligations of Parent and Sub.           
Parent and Sub shall have performed in all material respects                    
all obligations required to be performed by them under this                     
Agreement at or prior to the Closing Date.                                      

(c) Opinion of Counsel to Parent and Sub. The               
Company shall have received, on and as of the Closing Date,                     
an opinion of Munger, Tolles & Olson, counsel to Parent and                     
Sub, in usual and customary form reasonably acceptable to the                   
Company, substantially as to the matters set forth in                           
Sections 4.01 (only with respect to the first sentence                          
thereof), 4.02 (subject to customary exceptions regarding                       
insolvency and equitable remedies), and 4.03 (only with                         
respect to clause (i) thereof).                                                 

ARTICLE VIII                    

Termination and Amendment                   

SECTION 8.01. Termination. This Agreement may be            
terminated at any time prior to the Effective Time, whether                     
before or after approval of the matters presented in                            
connection with the Merger by the stockholders of the                           
Company:                                                                        

(a) by mutual consent of Parent and the Company;            

(b) (i) by either Parent or the Company if there            
shall have been a material breach of any representa-                  
tion, warranty, covenant or agreement on the part of the              
other set forth in this Agreement which breach shall not              
have been cured within two business days following                    
receipt by the breaching party of notice of such breach,              
or (ii) by either Parent or the Company if any permanent              
injunction or other order of a court or other competent               
authority preventing the consummation of the Merger                   
shall have become final and non- appealable;                          

(c) by either Parent or the Company if the                  
Company's Board of Directors takes any of the actions                 
permitted by Section 5.02(b); provided the Company may                
so terminate only if it has complied with all the                     
provisions of Section 5.02(c);                                        

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(d) by either Parent or the Company if the Merger           
shall not have been consummated on or before March 31,                
1996; or                                                              

(e) by either party if the required approval of the         
stockholders of the Company shall not have been obtained              
by reason of the failure to obtain the required vote at               
a duly held meeting of stockholders or at any                         
adjournment thereof.                                                  

SECTION 8.02. Effect of Termination. In the event           
of a termination of this Agreement by either the Company or                     
Parent as provided in Section 8.01, this Agreement shall                        
forthwith become void and there shall be no liability or                        
obligation on the part of Parent, Sub or the Company or their                   
respective officers or directors, except with respect to any                    
breach of any provision of this Agreement prior to such                         
termination and except that the last sentence of Section 6.02                   
and all of Sections 6.06 and 6.07 shall continue in effect.                     

SECTION 8.03. Amendment. This Agreement may be              
amended by the parties hereto, by action taken or authorized                    
by their respective Boards of Directors, at any time before                     
or after approval of the matters presented in connection with                   
the Merger by the stockholders of the Company, but, after any                   
such approval, no amendment shall be made which by law                          
requires further approval by such stockholders without such                     
further approval in accordance with Section 7.01(a). This                       
Agreement may not be amended except by an instrument in                         
writing signed on behalf of each of the parties hereto.                         

SECTION 8.04. Extension; Waiver. At any time prior          
to the Effective Time, the parties hereto, by action taken or                   
authorized by their respective Boards of Directors, may, to                     
the extent legally allowed, (i) extend the time for the                         
performance of any of the obligations or other acts of the                      
other parties hereto, (ii) waive any inaccuracies in the                        
representations and warranties contained herein or in any                       
document delivered pursuant hereto and (iii) waive com-                         
pliance with any of the agreements or conditions contained                      
herein. Any agreement on the part of a party hereto to any                      
such extension or waiver shall be valid only if set forth in                    
a written instrument signed on behalf of such party.                            

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ARTICLE IX                    

Miscellaneous                   

SECTION 9.01. Nonsurvival of Representations,               
Warranties and Agreements. None of the representations,                         
warranties and agreements in this Agreement or in any                           
instrument delivered pursuant to this Agreement shall sur-                      
vive the Effective Time, except for the agreements contained                    
in Sections 2.01, 2.02, 6.05, 6.06, 6.07, 6.08 and 6.09 and                     
this Section 9.01.                                                              

SECTION 9.02. Notices. All notices and other                
communications hereunder shall be in writing and shall be                       
deemed given if delivered personally, telecopied (which is                      
confirmed) or mailed by registered or certified mail (return                    
receipt requested) to the parties at the following addresses                    
(or at such other address for a party as shall be specified                     
by like notice):                                                                

(a) if to Parent or Sub, to                                 

Berkshire Hathaway Inc.                           
1440 Kiewit Plaza                                 
Omaha, Nebraska 68131                             

Attention:  Marc D. Hamburg                       
Vice President, Treasurer                         

Telecopy No.:  (402) 346-0476                     

with a copy to                                      

John B. Frank, Esq.                               
Munger, Tolles & Olson                            
355 South Grand Avenue, 35th floor                
Los Angeles, California 90071-1560                

Telecopy No.: (213) 687-3702                      

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and                                                 

(b) if to the Company, to                                   

GEICO Corporation                                 
5260 Western Avenue                               
Washington, D.C. 20076                            

Attention:  Rosalind A. Phillips                  
Secretary                 

Telecopy No.: (301) 986-3054                      

with a copy to                                      

Samuel C. Butler, Esq.                            
Cravath, Swaine & Moore                           
Worldwide Plaza                                   
825 Eighth Avenue                                 
New York, New York 10019-7475                     

Telecopy No.:  (212) 474-3700                     

SECTION 9.03. Entire Agreement; No Third Party              
Beneficiaries; Rights of Ownership. This Agreement (including                   
the documents and the instruments referred to herein) (a)                       
constitute the entire agreement and supersede all prior                         
agreements and understandings, both written and oral, among                     
the parties with respect to the subject matter hereof and (b)                   
except as provided in Sections 6.05 and 6.08, are not                           
intended to confer upon any person other than the parties                       
hereto any rights or remedies hereunder.                                        

SECTION 9.04. Governing Law. This Agreement shall           
be governed and construed in accordance with the laws of the                    
State of Delaware without regard to any applicable conflicts                    
of law.                                                                         

SECTION 9.05. Publicity. Except as otherwise                
required by law or the rules of the New York Stock Exchange,                    
for so long as this Agreement is in effect, neither the                         
Company nor Parent shall, or shall permit any of its                            
Subsidiaries to, issue or cause the publication of any press                    
release or other public announcement with respect to the                        
transactions contemplated by this Agreement without the                         
consent of the other party, which consent shall not be                          
unreasonably withheld.                                                          

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SECTION 9.06. Assignment. Neither this Agreement            
nor any of the rights, interests or obligations hereunder                       
shall be assigned by any of the parties hereto (whether by                      
operation of law or otherwise) without the prior written                        
consent of the other parties, except that Sub may assign, in                    
its sole discretion, any or all of its rights, interests and                    
obligations hereunder to Parent or to any direct or indirect                    
wholly owned Subsidiary of Parent. 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.                                              

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

            BERKSHIRE HATHAWAY INC.,

by          
                  --------------------------
                Name:  Warren E. Buffett
                 Title: Chairman and Chief
                       Executive Officer

HPKF INC.,

by        
                   -------------------------
                 Name: Warren E. Buffett
                   Title: Chairman and Chief
                         Executive Officer

        GEICO CORPORATION,

by        
                    --------------------------
               Name:  Olza M. Nicely
                    Title: President and Chief
                         Executive Officer

by        
                    --------------------------
                 Name:  Louis A. Simpson
                    Title: President and Chief
                         Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/31/96		33
		1/2/96		6					8-K
Filed on:		8/25/95		1		5
For Period End:		7/31/95
		6/30/95		12					10-Q
		12/31/94		15					10-K,  10-K/A,  ARS
		1/1/94		14
									List all Filings