Preview | Agreement and Plan of Merger |

TABLE OF CONTENTS


1.	THE MERGER; SURVIVING CORPORATION; CLOSING	1
	1.1 The Merger	1
	1.2 Name of Surviving Corporation	2
	1.3 Articles of Incorporation	2
	1.4 Bylaws; Directors and Officers	2
	1.5 The Companys Shareholders Meeting	2
	1.6 Merger Without Meeting of Shareholders	3
	1.7 Effective Time	3
	1.8 Closing	3
	1.9 Directors and Officers of the Surviving Corporation	3
2.	STATUS AND CONVERSION OF SECURITIES	3
	2.1 Company Capital Stock	3
	2.2 Purchaser Common Stock	5
	2.3 Dissenting Shares	5
	2.4 Company Stock Options and Other Stock Plans and Warrant	6
3.	THE OFFER	7
	3.1 The Offer to Purchase	7
	3.2 Offer Documents	8
	3.3 Company Actions	9
	3.4 Shareholder List	10
	3.5 Directors	10
4.	REPRESENTATIONS, WARRANTIES AND AGREEMENTS	12
	4.1 Representations, Warranties and Agreements of the Company	12
	4.2 Representations, Warranties and Agreements of Parent	22
5.	COVENANTS	24
	5.1 Covenants of the Company	24
	5.2 Covenants of Parent	30
	5.3 Covenants of Purchaser	31
	5.4 Mutual Covenants	32


6.	CONDITIONS TO CLOSING; ABANDONMENT AND TERMINATION	34
	6.1 Conditions to the Companys Closing and Its Right to Abandon	34
	6.2 Conditions to Parents and Purchasers Closing and Right of Parent and Purchaser to Abandon	35
7.	TERMINATION	35
	7.1 Terms	35
	7.2 Effect of Termination	38
8.	TERMINATION FEE AND EXPENSES	38
	8.1 Termination Fee	38
	8.2 Costs and Expenses	38
9.	MISCELLANEOUS	39
	9.1 Termination of Covenants, Representations and Warranties	39
	9.2 Execution in Counterparts	39
	9.3 Waivers and Amendments	39
	9.4 Confidentiality	39
	9.5 Indemnification by the Company	40
	9.6 Indemnification by Parent	40
	9.7 Procedure	41
	9.8 Notices	41
	9.9 Entire Agreement; No Third Party Beneficiaries	42
	9.10 Governing Law	42
	9.11 Waiver of Jury Trial	43
	9.12 Severability	43
	9.13 Publicity	43
	9.14 Interpretation	44
	9.15 Non-Recourse	44

Schedules and Exhibits

Schedule of Definitions
Exhibit A - Shareholder Tender Agreement
Exhibit B - Offer Conditions

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of June 21, 2004, by and among GALYANS TRADING COMPANY, INC., an Indiana corporation (the Company), DICKS SPORTING GOODS, INC., a Delaware corporation (the Parent), and DIAMONDBACKS ACQUISITION INC., an Indiana corporation and a wholly-owned subsidiary of Parent (the Purchaser).

RECITALS:

The Board of Directors of the Company has determined that each of the Offer and the Merger (each as defined below) is in the best interests of the Company and has approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger;

The Boards of Directors of each of Parent and Purchaser have approved the Offer and the Merger upon the terms and conditions hereinafter set forth and have approved and adopted this Agreement;

The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, no par value per share (the Company Common Shares), of which 17,435,368 shares are issued and outstanding and no shares are held in the treasury of the Company and 5,000,000 shares of Preferred Stock, no par value per share (the Company Preferred Stock), of which no shares have been issued;

The authorized capital stock of Purchaser consists of 1,000 shares of Common Stock, par value $.01 per share (Purchaser Common Stock), 100 of which shares are issued and outstanding and owned by Parent; and

Immediately prior to the execution of this Agreement and as a condition and inducement to Parents and Purchasers willingness to enter into this Agreement, Parent is simultaneously entering into a shareholder tender agreement substantially in the form set forth in Exhibit A (the Shareholder Tender Agreement) with certain holders of the Company Common Shares and/or rights to acquire Company Common Shares, pursuant to which (i) such shareholders are, among other things, agreeing to tender, and not withdraw, all of such shareholders Company Common Shares in the Offer upon the terms and conditions specified therein, and (ii) such shareholders are agreeing to certain restrictive covenants.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

1. THE MERGER; SURVIVING CORPORATION; CLOSING

1.1 The Merger.

Subject to the terms and conditions of this Agreement, the Company and Purchaser shall be, at the Effective Time (as hereinafter defined), merged in accordance with the Indiana

Business Corporation Law (hereinafter called the Merger) into a single corporation existing under the laws of the State of Indiana, whereby the Company shall be the surviving corporation (the Company, in its capacity as the surviving corporation, is sometimes referred to herein as the Surviving Corporation). The Merger shall have the effects set forth in Section 23-1-40-6 of the Indiana Business Corporation Law.

1.2 Name of Surviving Corporation.

The name of the Surviving Corporation from and after the Effective Time shall be Galyans Trading Company, Inc.

1.3 Articles of Incorporation.

The Articles of Incorporation of Purchaser as in effect on the date hereof shall from and after the Effective Time be and continue to be the Articles of Incorporation of the Surviving Corporation until changed or amended as provided by law.

1.4 Bylaws; Directors and Officers.

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