Preview | Agreement and Plan of Merger |

	ARTICLE I
	THE MERGER
1.1.	Effective Time of the Merger	1
1.2.	Closing	2
1.3.	Effects of the Merger	2
1.4.	Certificate of Incorporation and By-laws	2
	ARTICLE II
	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
	CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES;
	CORPORATE REORGANIZATION
2.1.	Effect on Capital Stock	2
	(a)Cancellation of Treasury Stock	2
	(b)Conversion of Berry Common Stock	2
	(c)Conversion of Covalence Common Stock	3
	(d)Conversion of Covalence Preferred Stock	3
	(e)Appraisal Rights	4
2.2.	Exchange of Certificates	4
	(a)Exchange Agent	4
	(b)Exchange Procedures	4
	(c)Distributions with Respect to Unexchanged Shares	5
	(d)No Further Ownership Rights in Capital Stock	5
	(e)No Fractional Shares	5
	(f)Termination of Exchange Fund	6
	(g)No Liability	6
	(h)Withholding	6
	(i)Adjustment to Exchange Ratios	6
2.3.	Corporate Reorganization	6
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES
3.1.	Representations and Warranties of Berry	7
	(a)Organization, Standing and Power	7
	(b)Capital Structure	8
	(c)Authority	9
	(d)SEC Documents; Financial Statements; Regulatory Reports; Undisclosed Liabilities	10
	(e)Information Supplied	11
	(f)Compliance with Applicable Laws and Reporting Requirements	11
	(g)Legal Proceedings	12

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	(h)Taxes	12
	(i)Certain Agreements	12
	(j)Benefit Plans	13
	(k)Subsidiaries	14
	(l)Agreements with Regulators	14
	(m)Absence of Certain Changes or Events	14
	(n)Board Approval	14
	(o)Vote Required	14
	(p)Properties	15
	(q)Intellectual Property	15
	(r)Brokers or Finders	15
	(s)Opinion of Berry Financial Advisor	15
3.2.	Representations and Warranties of Covalence	16
	(a)Organization, Standing and Power	16
	(b)Capital Structure	16
	(c)Authority	17
	(d)SEC Documents; Financial Statements; Regulatory Reports; Undisclosed Liabilities	18
	(e)Information Supplied	19
	(f)Compliance with Applicable Laws and Reporting Requirements	19
	(g)Legal Proceedings	20
	(h)Taxes	20
	(i)Certain Agreements	20
	(j)Benefit Plans	21
	(k)Subsidiaries	21
	(l)Agreements with Regulators	22
	(m)Absence of Certain Changes or Events	22
	(n)Board Approval	22
	(o)Vote Required	22
	(p)Properties	22
	(q)Intellectual Property	23
	(r)Brokers or Finders	23
	(s)Opinion of Covalence Financial Advisor	23
	ARTICLE IV
	COVENANTS RELATING TO CONDUCT OF BUSINESS
4.1.	Covenants of Berry	23
	(a)Ordinary Course	24
	(b)Dividends; Changes in Stock	24
	(c)Issuance of Securities	24
	(d)Governing Documents, Etc.	24
	(e)No Acquisitions	24
	(f)No Dispositions	25
	(g)Indebtedness	25

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	(h)Other Actions	25
	(i)Accounting Methods	26
	(j)Tax-Free Reorganization Treatment	26
	(k)No Liquidation	26
	(l)Other Agreements	26
4.2.	Covenants of Covalence	26
	(a)Ordinary Course	26
	(b)Dividends; Changes in Stock	26
	(c)Issuance of Securities	27
	(d)Governing Documents	27
	(e)No Acquisitions	27
	(f)No Dispositions	27
	(g)Indebtedness	28
	(h)Other Actions	28
	(i)Accounting Methods	28
	(j)Tax-Free Reorganization Treatment	28
	(k)Compensation and Benefit Plans	28
	(l)No Liquidation	29
	(m)Other Agreements	29
4.3.	Transition	29
4.4.	Advice of Changes; Government Filings	29
4.5.	Control of Other Partys Business	30
	ARTICLE V
	ADDITIONAL AGREEMENTS
5.1.	Preparation of Joint Information Statement	30
5.2.	Access to Information

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