Stephen Norris & Co. Capital Partners, L.P.

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Stephen Norris Co. Capital Partners, L.P.

• Right Team, Right Time, Right Model.
• 2006

Confidential
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Preliminary Materials

• These Confidential Materials are for
  information purposes only and do not constitute
  an offer to invest, or acquire securities.
  Interests in Stephen Norris Co. Capital
  Partners, L.P. (the Partnership) can only be
  acquired through a Private Placement Memorandum
  (PPM) and Subscription Agreement. Potential
  investors are urged to consult their professional
  advisors regarding the possible economic, tax,
  legal or other consequences of acquiring
  Interests. There will be no public market for the
  Interests. These Materials are not to be
  distributed without the prior consent of the
  Partnership.

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Vision

• Stephen Norris Co. Capital Partners,
  L.P. is a private equity investment partnership
  formed to (i)co-invest along side well
  established and successful private equity and
  leveraged buyout firms, (ii) take advantage of
  the business experience and relationships of its
  Investment Committee, including Steve Norris
  long-standing relationships and substantial
  private equity experience as co-founder of The
  Carlyle Group and Steve Paperins experience as
  Senior Advisor to Soros Fund Management, and
  (iii) create the opportunity to realize
  substantial long term capital appreciation with
  less risk than typically associated with private
  equity investments.

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Market Opportunity / Strategy

• It has been reported that larger private equity
  and buyout firms have on average provided an
  annualized return on investment of 22.5 over the
  last 3 years and 13.2 over the last 5 years and,
  as compared to the SP 500, which has provided a
  14.4 and 0.5 return over the same periods.
• Buyouts are larger and private equity and buyout
  firms are actively seeking co-investors to allow
  them to take advantage of large opportunities
  which they are unable to do on their own because
  of deal size commitment and/or diversification
  limitations. Very few firms want to invest 1B
  or more of their funds in any one transaction,
  irrespective of the size of their funds.
• Well established private equity firms
  increasingly are seeking an equally well
  capitalized Co-Investment Partner of Choice that
  can invest significant capital and whose
  principals are known to them - a Dependable
  Partner of Choice. This is in addition to any
  co-investment rights offered by the sponsors to
  their own investors, which are derived from the
  sponsors share after allocation to institutional
  investors or co-investors such as the
  Partnership.
• The Partnership will be able to timely commit
  substantial capital (50 million and more) to
  each identified and selected opportunity.

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Market Opportunity / Strategy

• The Partnership will invest in deals on an
  opportunistic basis using the substantial private
  equity experience of its Investment Committee
  (which collectively has over 75 years of
  experience in sourcing, analyzing, structuring,
  buying and selling companies), and independent
  due diligence to pick the best among available
  investment opportunities. Because of the network
  and access of Mr. Norris and Mr. Paperin and the
  other members of the Investment Committee to most
  of the private equity and buyout firms throughout
  the world, the Investment Committee will be able
  to cherry-pick the very best deals of top-tier
  private equity and buyout firms.
• In the current environment there are few
  non-competing investors able to exercise
  co-investment opportunities and invest 50M or
  more in a timely manner.
• The Partnership will not originate investments
  and accordingly will not compete with
  sponsoring private equity and buyout firms and
  thus will be more attractive as the Co-Investment
  Partner of Choice of those firms.
• In addition to the Investment Committees own
  due diligence the Partnership will have access
  to the comprehensive due diligence already
  performed by the sponsoring private equity or
  buyout firm. Therefore, on every investment made
  by the Partnership, two extensive analyses will
  have been done, (I) reducing risk, and (ii)
  enhancing the likelihood of investment success
  and substantial returns.

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Trend of Participation in Larger Deals

• On Dec. 21, 2005, Ford Motor Company announced it
  had completed the sale of The Hertz Corporation
  to an investor group composed of Clayton Dubilier
  Rice, The Carlyle Group and Merrill Lynch
  Global Private Equity in a transaction valued at
  approximately 15 billion including debt.
• On December 12, 2005, a consortium of Bain
  Capital, The Carlyle Group and Thomas H. Lee
  Partners said they reached a deal to buy fast
  food franchiser Dunkin' Brands, Inc. from French
  beverage company Pernod Ricard S.A. for 2.43
  billion in cash.
• On December 1, 2005, a trio of private-equity
  firms consisting of the Blackstone Group,
  Providence Equity Partners Inc. and Kohlberg
  Kravis Roberts Co. announced it has formed an
  alliance to examine purchasing newspaper
  publisher Knight Ridder Inc., which owns the
  Miami Herald, the Philadelphia Inquirer and 30
  other daily newspapers.
• General Motors Corp. reached a definitive
  agreement to sell its Electro-Motive Division
  (EMD) to an investor group led by Greenbriar
  Equity Group LLC and Berkshire Partners LLC in a
  deal expected to close in late 2005.
• Hicks Muse, TD Capital, and CIBC Capital Partners
  acquired Canadian cable company, Persona, the
  countrys 6th largest, for 406 million in July
  of 2004.
• Texas Pacific Group and Warburg Pincus LLC
  acquired Neiman Marcus Group, Inc. for 5.1
  billion in May of 2005.
• KKR, Five Mile Capital Partners, and Goldman
  Sachs Capital Partners announced in August 2005
  that they had reached a definitive agreement with
  General Motors Acceptance Corporation (GMAC),
  the financial services subsidiary of General
  Motors Corporation, to acquire a 60 percent
  equity interest in its commercial mortgage
  subsidiary, GMAC Commercial Holding Corp.

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Uniqueness and Comparative Advantages

• The Investment Committee (led by its Chairman
  Steve Norris, Co-Founder of The Carlyle Group,
  and the Partnerships Chief Operating Officer,
  Stewart Paperin, Senior Advisor to Soros Fund
  Management), has well established relationships
  and personal access to executives of major
  investment and buyout firms internationally,
  built over their more than 75 years of collective
  experience in analyzing, structuring, negotiating
  and closing mergers, acquisitions, and
  investments.
• In addition to the Investment Committee, the
  Partnership will have two Business Development
  Directors with substantial contacts to premier
  private equity and leveraged buyout firms. The
  Partnership will create an Advisory Board that
  will help widen the network of relationships
  available to the Partnership better helping the
  Partnership leverage the international networks
  and personal relationships of its members.
• Mr. Norris is well known, highly regarded and
  has an extensive track record of success in
  private equity and buyout investments having
  achieved at the Carlyle Group an IRR in excess of
  40 on investments he originated, negotiated or
  materially participated. The Carlyle Groups
  first fund was a 105 million fund that arranged
  investments of approximately four times its
  capital by working extensively with co-investors
  and strategic partners.
• Co-investors are only attractive to sponsors when
  they can act in a timely fashion and commit
  significant capital. There are few investors that
  are able to co-invest significant amounts of
  capital (50 and more) in a timely manner.

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Uniqueness and Comparative Advantages

• By pooling the participations of investors, the
  Partnership can commit large sums of capital,
  with no single investor having to commit the
  entire amount, thereby permitting the Partnership
  to co-invest in the Big deals.
• By not originating investments, the Partnership
  will not compete with any sponsoring buyout or
  investment firm in potential investments.
• As opposed to a fund of funds, the Partnership
  intends to choose from among numerous specific
  investment opportunities presented by leading
  buyout firms and will not invest blindly in any
  fund or investment. It will invest directly in
  deals, avoiding the doubling of fees and carry.
• The Partnership will have the benefit of an
  established network of relationships attractive
  to portfolio companies, including significant
  contacts in the Middle East, China and Europe,
  and from its unique understanding of and access
  to government that will give it a competitive
  advantage as a co-investor.

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Due Diligence Process

• The investment process will be managed by an
  Investment Committee chaired by Mr. Norris.
• As Chief Operating Officer, Stewart Paperin,
  Senior Advisor to Soros Fund Management, who will
  after the First Closing work substantially
  full-time for the Partnership, will have personal
  responsibility for managing the due diligence
  process and the financial analysis of investments
  performed by the Partnerships senior analysts.
• In addition to Mr. Paperin, the Partnership will
  employ two full-time seasoned Senior Analysts who
  will report to Mr. Paperin and have at least 20
  years of combined experience. One of the Senior
  Analysts will be a CPA with strategic planning
  experience and the other will have an advanced
  business degree and substantial senior-level
  private equity fund experience which will include
  analyzing, structuring and negotiating deals that
  will be well known to Mr. Paperin or Mr. Norris.
• The due diligence reviews themselves will be
  out-sourced to veteran industry experts known
  to and selected by Mr. Norris, Mr. Paperin and
  the other members of the Investment Committee,
  who will build their independent analysis on the
  substantial due diligence efforts of the deal
  sponsors and their advisors. This analysis will
  be overseen and reviewed by Mr. Paperin.
• The process will allow the Partnership to
  efficiently cherry-pick the best deals
  available from premier equity and buyout funds,
  reducing risk and greatly enhancing the
  likelihood of substantial returns to the
  Partnership.

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Due Diligence Process

• The Investment Committees review will focus on
• Competitors and barriers to entry and assessment
  of industry.
• Business strategy product development,
  marketing, sales and distribution, intellectual
  property, etc.
• Managements background and experience within
  their industry sector, ability to attract and
  retain top talent, ability to manage growth and
  execute to plan including an assessment of the
  opinions of customers and suppliers regarding the
  business.
• Financial history and scrutiny of Sponsors
  projections of revenues, margins, cash flow, etc.
• Review and confirm the reasonableness of
  Sponsors exit strategies.
• Evaluating and comparing each co-investment
  opportunity to achieve the maximum value for the
  Partnership.

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Organizational Structure
Investment Committee
Stewart J. Paperin Chief Operating Officer
Stephen L. Norris Chairman
Joachim Gfoeller, Jr.
Pamela J. Newman
Gen. Wesley K. Clark
Due Diligence, Finance and Operations
Business Development and Investment Sourcing
Senior Analyst
Senior Analyst
Business Dev. Director
Business Dev. Director
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Value Proposition
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Summary of Terms

• The Target Capitalization of the Partnership is
  1 Billion, with the General Partner having the
  right, in its sole discretion to increase the
  amount and with a First Closing taking place upon
  attaining Capital Commitments for 250 million,
  in addition to the Capital Commitment of the
  Partnerships Special Limited Partner.
• The Minimum Capital Commitment is 25 million,
  subject to the right of the General Partner to
  accept lesser amounts in its sole discretion.
• The Capital Commitment of the General Partner and
  its Affiliates will be 5 million at the First
  Closing.
• The Draw Down period will be five (5) years.
• As a Co-Investor, the Partnerships exit from
  investments will be on a side-by-side basis with
  the lead investor or sponsor on a negotiated
  basis.

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Summary of Terms continued

• The Limited Partners will have a cumulative
  non-compounded priority return (the Priority
  Return) of 10 per annum on Contributed Capital
  (including draw downs for Organizational and
  other expenses, including Management Fees, with
  standard General Partners catch-up provisions,
  and Monitoring Fees).
• The General Partner will have a carried
  interest of 20 of Cumulative Net Profits,
  subject to a limited Clawback provision to
  ensure that the Partners receive a return of
  Contributed Capital and the Priority Return. Any
  General Partner carried interest allocated to
  Sponsors not subject to clawback.
• The Limited Partners will pay an annual
  Management Fee, pro rata, quarterly in advance,
  to the General Partner of 1.5 of aggregate
  Capital Commitments until the Partnership is
  fully invested. Thereafter the Limited Partners
  will pay an annual Monitoring Fee of .75 of
  Capital Commitments.
• Payment of Management Fees or Monitoring Fees
  does not reduce the amount of a Partners
  remaining Capital Commitment.

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Investment Committee
The General Partner has assembled an
Investment Committee that collectively has over
75 years of experience in sourcing, analyzing,
structuring, managing and exiting investments.
The Investment Committee consists of Stephen L.
Norris, Chairman Stewart J. Paperin, Chief
Operating Officer Gen. Wesley K. Clark Pamela
J. Newman and Joachim Gfoeller, Jr.   The
Investment Committee will be actively involved in
the operation and management of the Partnership,
aggressively targeting and analyzing potential
co-investment opportunities. Until the
Partnership are fully invested, it will hold at
least one face-to-face meeting per month, which
will be augmented by weekly telephonic meetings.
The Investment Committee will utilize a consensus
process, acting by majority vote.   Each member
of the Investment Committee will, in addition to
receiving base cash compensation from the General
Partner, share in the General Partners carried
interest in the Partnership, further assuring
that the Partnership will receive the full
attention and commitment of the Investment
Committees members. Accounting and
administrative services will be provided by Mr.
Gfoellers company, GMG Capital Partners, under
arrangements, that include provision of initial
funding, between GMG Capital Partners and the
General Partner
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Investment Committee
Stephen L. Norris Chairman Steve Norris
was one of the co-founders of The Carlyle Group
in Washington, D.C. serving as President of its
management company from inception in 1987 to
1996. He will be Chairman of Stephen Norris
Co. Capital Partners Investment Committee and
will principally focus on sourcing of investment
opportunities and investment strategy, as well as
structuring and negotiating investments and exits
from investments. Mr. Norris was involved in the
decision-making process in essentially every
major Carlyle investment decision from its
beginning as a 105 million fund that made
investments of more than four times that amount
through extensive use of co-investors and
strategic partners. Those investments yielded an
annual return on investment in excess of 40. He
also served on the boards of directors of major
Carlyle portfolio companies. He was actively
involved in recruiting all of Carlyles current
senior partners and played a major role in
recruiting President George W. Bush to serve as a
director of one of its portfolio companies and in
enlisting former Secretary of State James Baker
III and former Secretary of Defense Frank C.
Carlucci to be senior partners of Carlyle. Mr.
Norris acted as a principal financial advisor to
Prince Al-Waleed bin Talal Al Saud of Kingdom
Holding Company, in structuring and negotiating
the re-capitalization of Citibank, which returned
over 15 billion in profits on about 590 million
of equity invested. He also advised or played a
key role in other Kingdom Holding Company
investments. He was appointed by former president
George H.W. Bush and confirmed by the U.S. Senate
to serve as one of five governing members of the
100 billion Federal Retirement System Thrift
Investment Board. (continued next slide.)
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Investment Committee

• Stephen L. Norris Chairman (continued)
• Since 1997, Mr. Norris, and certain members of
  his team, have worked on a number of investments
  including real estate investments in Europe and
  the United States. They were involved in amongst
  others the privatization of Thompson CSF, the
  recapitalization of Suez, the acquisition of
  portions of Credit Fonciers real estate
  portfolio in Paris by the German firm of IVG, the
  formation of Nomuras (London) bid for a Dutch
  mortgage bank, the offer by a major Saudia
  Arabian investment firm for Lamborgini in Italy,
  and the formation of a bid by Leucadia
  Internationals for the Labouchere Bank in
  Holland. He also negotiated and structured
  investments in Synxis Corporation, which was
  backed by George Soros and Mr. Norris, and MARC
  Global Holdings. Mr. Norris served as a law clerk
  on the U.S. Tax Court and earned a B.S. and J.D
  from the University of Alabama, was a fellow at
  Yale Law School and earned a L.L.M. in Taxation
  from New York University.

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Investment Committee

• Stewart J. Paperin Chief Operating Officer
• Stewart J. Paperin, who has agreed to work
  substantially full time for the Partnership as
  its Chief Operating Officer after the Initial
  Closing, has been the Senior Advisor of Soros
  Fund Management since 1997 and has been and will
  continue to be a senior executive at its related
  worldwide philanthropic organization. Mr. Paperin
  and Mr. Norris have worked together for over 5
  years and have served together on the board of a
  portfolio company. Mr. Paperin has created 600
  million of incremental value for the fund by
  managing its turnaround and liquidation of a
  portfolio of distressed investments in securities
  and private equity in Russia, as well as managing
  for the fund U.S. and Western European private
  equity investments in numerous industries. He
  also has managed and served on associated public
  and private boards of directors. As Vice
  President of the related worldwide philanthropic
  organization, he has directed financial,
  administrative and economic operations in 40
  European, Latin American, Central Asian and
  African countries, created and managed a
  development investment fund for small business
  and microfinance investments in 11 countries and
  founded three successful commercial banks
  dedicated to small business finance. Prior to
  his current positions, Mr. Paperin was President
  of Lion Rock Partners/Capital Resource East,
  Ltd., providing investment and consulting
  services in the United States and Central America
  to clients such as Weirton Steel, David Joseph
  Company and Topps Corp served as Senior Vice
  President and Chief Financial Officer of Western
  Union Corporation and President and Managing
  Director of Brooke International, successfully
  restructuring Western Union Corporation and
  leading Brooke Groups development of timber
  processing, chemicals trading and energy trading
  businesses in Russia. Mr. Paperin holds a B.A.
  in Economics and Management and an M.S. in
  Management from the State University of New York,
  Binghamton.

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Investment Committee

• General Wesley K. Clark, U.S. Army (Retired)
• Wesley K. Clark is one of the nation's most
  distinguished retired military officers. During
  thirty-four years of service in the United States
  Army he rose to the rank of four-star general and
  in his last position was NATO's Supreme Allied
  Commander and the Commander-in-Chief of the US
  European Command. In 2004 he won the Oklahoma
  Democratic presidential primary and placed second
  in three other state primaries. Since returning
  to the private sector, he has resumed activities
  at Wesley K. Clark Associates, the private
  consulting firm he founded in 2003, working with
  a numerous clients in the areas of command and
  control communications, leadership, and
  technology development. He is also Vice Chairman
  of James Lee Witt Associates, a leading
  consulting firm in the field of homeland
  security, business continuity and disaster
  mitigation, a general partner in Four Seasons
  Ventures, an investment fund dedicated to
  commercializing military technology and an
  advisor to Goldman Sachs. Prior to his run for
  the presidency, General Clark was Managing
  Director of Merchant Banking for Stephens Group,
  Inc, a large private investment bank, where he
  brought in numerous companies in the security and
  high-technology field for possible investment
  opportunities. He has been and is a member of
  numerous corporate and non-profit boards of
  directors. General Clark graduated first in his
  class from the United States Military Academy
  (B.S.) and completed degrees in Philosophy,
  Politics and Economics at Oxford University (B.A.
  and M.A.) as a Rhodes Scholar.

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Investment Committee

• Pamela J. Newman
• Pamela J. Newman is Executive Vice President of
  AON Corporation and in that capacity is an
  international insurance broker specializing in
  Fortune 500 clients worldwide. Ms. Newman and
  Mr. Norris have worked together on a number of
  transactions for over 5 years, including
  transactions with Berkshire Hathaway and other
  major funds. Ms. Newman has extensive experience
  in working with major private equity groups,
  including The Blackstone Group, Veronis Suhler
  Stevenson, Heartland Industrial Partners, Easton
  Capital, Hermes, The Carlyle Group, Highfields
  Capital Management, Columbia Partners, Atlantic
  Capital Partners LLC, and Westwood Capital, LLC.
  She serves on the Board of RKO Pictures, as well
  as on its Executive Committee. She also serves
  on the Board of Interactive Metronome, Ivivi
  Technologies, Inc. and Chipwich Chippoppitty.
  She is a Trustee of The American University of
  Paris is on the Corporate Board of Carnegie
  Hall is a Fellow of the Foreign Policy
  Association and a member of the Associate
  Committee of The Julliard School a Vice Chairman
  of the Business Committee of the Metropolitan
  Museum of Art a member of the Medical Center
  Advisory Board of the New York Hospital-Cornell
  Medical Center a past President of the Financial
  Womens Association and is on the Board of the
  McGowan Transplant Center, the Brain Trauma
  Foundation and American ORT. Dr. Newman earned a
  B.A., M.A. and Ph.D. from The University of
  Michigan. She has co-authored two books
  Organizational Communications and Behind Closed
  Doors A Guide to Effective Meetings.

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Investment Committee

• Joachim Gfoeller, Jr.
• Mr. Gfoeller co-founded GMG Capital Partners in
  1997 and has served as its Managing General
  Partner since then. Since 2004, Mr. Norris has
  been actively involved on the Board of Directors
  of a number of GMG portfolio companies. Prior to
  joining the General Partner, Mr. Gfoeller was one
  of the founding partners of Stolberg Partners, a
  New York based 70 million buyout fund
  established in 1993. At Stolberg Partners, Mr.
  Gfoeller had extensive experience investing in
  the private equity market, particularly in the
  manufacturing and distribution industries. Prior
  to establishing Stolberg Partners, Mr. Gfoeller
  served as a vice president of the money
  management firm Weiss, Peck Greer (1988-1993)
  and as a partner of its buyout group (1992-1993).
  While at Stolberg Partners and Weiss, Peck
  Greer, Mr. Gfoeller was responsible for
  generating private equity deal flow through his
  extensive network in the Midwest, the South and
  the East Coast and was involved in all phases of
  the private equity investment process from
  finding investment opportunities, conducting due
  diligence, making investments to creating exit
  strategies. Mr. Gfoeller is a Director or Board
  advisor to Forum Systems, Lancope and OpenPeak.
  He also sat on the Board of Directors of Phobos
  and StorageApps prior to their acquisitions by,
  respectively, SonicWALL for approximately 270
  million and Hewlett-Packard for approximately
  350 million. Mr. Gfoeller holds a B.A., magna
  cum laude, Phi Beta Kappa, in International
  Studies from The Ohio State University (1981), a
  M.A., with honors, Economics/Latin American
  Studies from The Johns Hopkins School of Advanced
  International Studies (1983) and an M.B.A.,
  Finance from the Wharton School at The University
  of Pennsylvania (1988).

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Senior Analysts

• The Partnership will hire two full-time Senior
  Analysts who will be responsible for due
  diligence, including direct daily supervision of
  the outside teams of experts hired to conduct due
  diligence. They will report directly to Mr.
  Paperin.
• The Senior Analysts will have over 20 years of
  combined senior-level experience in mergers and
  acquisitions. Each will be well known to Mr.
  Norris or Mr. Paperin.
• It is anticipated that one Senior Analyst will be
  a certified public accountant with at least ten
  years of experience, including at least five
  years of chief financial officer or other
  strategic planning or similar senior management
  experience that involved significant experience
  with mergers and acquisitions and initial public
  offerings.
• It is anticipated that the other Senior Analyst
  will have an advanced business degree, such as an
  MBA, and at least 7 years of experience in the
  private equity investment markets.
• The Senior Analysts will have a dotted line
  reporting relationship to the Investment
  Committee, in addition to reporting directly to
  the Chief Operating Officer.

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Select Stephen Norris Co. Capital Partners,
L.P. Relationships

Kissinger McLarty Associates
Prince Alwaleed Bin Talal Alsaud
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Contact Information

• Stephen L. Norris
• 399 Park Avenue
• 36th Floor
• New York, New York
• P 212-832-4013
• F 212-980-1695
• M 202-468-6793

Jeffrey Gilfix 399 Park Avenue 36th Floor New
York, New York P 212-832-4013 F 602-912-3881 M
917-337-1319
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