0001047469-05-023233 Sample Contracts

BEI Technologies, Inc. Letterhead] September 21, 2005
Merger Agreement • September 22nd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control

As you know, BEI Technologies, Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of July 21, 2005 (the "Merger Agreement") with Schneider Electric, SA ("Schneider") and Beacon Purchaser Corporation, an indirect wholly-owned subsidiary of Schneider ("Acquisition Sub"). Pursuant to the Merger Agreement, Acquisition Sub has commenced a tender offer (the "Offer") for all of the issued and outstanding shares of the Company's common stock at a price of $35 per share in cash. Following the acquisition by Acquisition Sub of the Company's common stock tendered pursuant to the Offer, Acquisition Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Schneider. In connection with the Merger, all remaining shares of the Company's common stock will be converted into the right to receive $35 per share in cash, which will be paid to holders of those shares shortly after the close of the

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BEI Technologies, Inc. Letterhead] September 21, 2005
Merger Agreement • September 22nd, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control

As you know, BEI Technologies, Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of July 21, 2005 (the "Merger Agreement") with Schneider Electric, SA ("Schneider") and Beacon Purchaser Corporation, an indirect wholly-owned subsidiary of Schneider ("Acquisition Sub"). Pursuant to the Merger Agreement, Acquisition Sub has commenced a tender offer (the "Offer") for all of the issued and outstanding shares of the Company's common stock at a price of $35 per share in cash. Following the acquisition by Acquisition Sub of the Company's common stock tendered pursuant to the Offer, Acquisition Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Schneider. In connection with the Merger, all remaining shares of the Company's common stock will be converted into the right to receive $35 per share in cash, which will be paid to holders of those shares shortly after the close of the

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