JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13D, including all amendments thereto, with
respect to the common stock, par value $.25 per share, of X. X. Xxxxx Company,
and further agree that this Joint Filing Agreement shall be included as an
exhibit to the first such joint filing and may, as required, be included as an
exhibit to subsequent amendments thereto.
Each of the undersigned agrees that each party hereto is responsible
for the timely filing of such Schedule 13D and any and all amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness
and accuracy of the information concerning any other party unless such party
knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument.
Dated: April 24, 2006
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the date first written above.
TRIAN PARTNERS GP, L.P.
By: Trian Partners General Partner, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS GENERAL PARTNER, LLC
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS, L.P.
By: Trian Partners GP, L.P., its general
partner
By: Trian Partners General Partner, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS MASTER FUND, L.P.
By: Trian Partners GP, L.P., its general
partner
By: Trian Partners General Partner, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
[Signature Page of Joint Filing Agreement - X. X. Xxxxx Company]
TRIAN PARTNERS MASTER FUND (NON-ERISA), L.P.
By: Trian Partners GP, L.P., its general
partner
By: Trian Partners General Partner, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN SPV (SUB) I, L.P.
By: Trian Partners GP, L.P., its general
partner
By: Trian Partners General Partner, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS PARALLEL FUND I, L.P.
By: Trian Partners Parallel Fund I General
Partner, LLC, its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS PARALLEL FUND I GENERAL
PARTNER, LLC
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
[Signature Page of Joint Filing Agreement - X. X. Xxxxx Company]
TRIAN PARTNERS PARALLEL FUND II, L.P.
By: Trian Partners Parallel Fund II GP,
L.P., its general partner
By: Trian Partners Parallel Fund II General
Partner, LLC, its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS PARALLEL FUND II GP, L.P.
By: Trian Partners Parallel Fund II General
Partner, LLC, its general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN PARTNERS PARALLEL FUND II GENERAL
PARTNER, LLC
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
[Signature Page of Joint Filing Agreement - X. X. Xxxxx Company]
TRIAN FUND MANAGEMENT, L.P.
By: Trian Fund Management GP, LLC, its
general partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
TRIAN FUND MANAGEMENT GP, LLC
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Member
/s/ Xxxxxx Xxxxx
-----------------------------------------
XXXXXX XXXXX
/s/ Xxxxx X. May
-----------------------------------------
XXXXX X. MAY
/s/ Xxxxxx X. Garden
-----------------------------------------
XXXXXX X. GARDEN
[Signature Page of Joint Filing Agreement - X. X. Xxxxx Company]
CASTLERIGG MASTER INVESTMENTS LTD.
BY: XXXXXXX ASSET MANAGEMENT CORP.,
AS INVESTMENT MANAGER
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
XXXXXXX ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
BY: XXXXXXX ASSET MANAGEMENT CORP.,
AS INVESTMENT MANAGER
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
BY: XXXXXXX ASSET MANAGEMENT CORP.,
AS INVESTMENT MANAGER
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
XXXXXX X. XXXXXXX
[Signature Page of Joint Filing Agreement - X. X. Xxxxx Company]
