DRIVING A SUCCESSFUL IPO San Francisco February 26, 2001

1. DRIVING A SUCCESSFUL IPO San Francisco February 26, 2001 Larry Prendergast EVP of Finance LaBranche & Co Inc.

2. THE IPO PROCESSOVERALL PLANNING • Appoint Project Manager – Senior Operational Manager Who Reports To CEO • Develop Long Term Business Plans & Financial Projections • Select Discipline Project Managers – HR, Legal, Tax, Controllers, Treasury, Systems, etc. • Hold Weekly Coordination Meetings Within Each Discipline • Form Committee of Board To Resolve Conflicts • Engage Outside Counsel, Auditors, Other Advisors

3. THE IPO PROCESSEARLY STEPS • Pre-Select Lead Bookrunning Manager, Negotiate All Aspects of Economics (U/W, Selling, Management Fee Components of the “Spread”) • Appoint Lead Bookrunning Manager • Build Historical Pro-Formas • Set Initial Capital Structure, Expected Cashflows • Set Ratings Targets If Ratings To Be Sought • Establish Dividend Policy If Not Zero • Identify Board Members • Develop Compensation Package For Executives Including Stock Option Plan • Certify Internal Control Processes and Systems

4. THE IPO PROCESSPRE-MARKETING STEPS • Obtain Ratings If Needed • Draft S-1, MD & A • Apply For NYSE Listing • Select Specialist, Transfer Agent, Printer • File Debt S-3 As Appropriate • Select Lead Underwriters and Co-Managers - Institutional/Retail Goals - Domestic/International Goals - Analyst Coverage - Distribution Strength - After-Market Commitment - Overall Relationship • Set Accountabilities/Responsibilities/Economics For Leads and Co-Managers • Determine Size Of “Greenshoe” • Assemble Balance Of Syndicate

5. THE IPO PROCESSMARKETING STEPS • Develop Roadshow Plans - Number of Teams/Specific Players - Targeted Investors - Selected Cities - Timeline, Sequence • Develop Valuation Views - Business Due Diligence – Company Presents To Underwriter’s Analysts, Bankers And Outside Counsel - Financial Due Diligence – Company Presents Financials To All But Analysts - Analysts Develop Models With Guidance From Company

6. THE IPO PROCESSMARKETING STEPS (cont’d.) • Establish IPO Size and Filing Price Range - Company/Capital Markets/Analysts Views - Allow For “IPO Discount” - Comparable Company Values - P/E Multiples vs. Total Returns - Multiple Of Sales vs. Revenue Growth - Market Multiple Comparisons - Finalize “Lock-Up” Agreements

7. THE IPO PROCESSROADSHOW STEPS • File S-1 • “Warm-Up” Analysts • Dry-Run Sales Force Presentations/Feedback/Re-Tool • Commence Roadshow - 1 on 1 Meetings, Group Meetings - Investor Feedback Loops/Re-Tool • Analyze Book As It Builds • Respond to SEC Comment Letter • Consider Amending Filing For Size Or Price Range

8. THE IPO PROCESSPRICING AND ALLOCATION • Do In Person, Not On Telephone • Test Size/Quality Of Book • Determine Investor Commitments To Buy In Secondary Market • Assess Competitive Securities/IPOs • Price To Yield “Modest” IPO Discount • Price For Success • Oversee Bookrunner’s Process • Ensure Retail/Institutional, Domestic/Foreign Goals Met • Demand Fairness • Sign, Close, Receive Cash • Enter Stabilization Phase – Short Covering & Greenshoe Decision

9. THE IPO PROCESSTYPICAL ROADSHOW CITIES Note: Do not schedule Boston or New York as last – permits acceleration if IPO “priceable” early