29 Avonmore Foods shares for every fifty Waterford Foods shares at Avonmore share price of 285p, this values Waterford Foods at 165p per share or £373 million.

A total of 108.4 million Avonmore Foods shares to be issued to Waterford shareholders - merged Avonmore Waterford Group will have a total of 283 million shares valuing the merged group at £806 million at current Avonmore share price

Spin-out of 12 per cent of Avonmore Waterford shares to coop shareholders - £36 million to Waterford Co-op shareholders and £56 million to Avonmore Co-op shareholders

Milk Price:

- Waterford price to be brought into lines with Avonmore (currently 4.25p per gallon lower)

- No cut in milk price in 1997 as a result of green pound revaluation last March

- For three years after merger, Avonmore Waterford to pay a milk price of 3p over industry average as indicated by Craig Gardner milk price audit

Representation:

- 13 Avonmore farmers and 13 Waterford farmers on coop board plus Avonmore managing director and a Waterford executive

- 35 members of Waterford Co-op board and 51 members of Avonmore Co-op board to form Avonmore Waterford Co-op Council

- Avonmore Waterford plc board to include 19 from Avonmore (13 farmers, five executives and one non-executive non-farmer) and 17 from Waterford (13 farmers, three executives and one non-farmer non-executive)

- From 2000, Avonmore Waterford Co-op board to comprise 14 farmers, two executives, plc board to comprise same 14 farmers, four executives and two non-executive non-farmers

- Avonmore to nominate chairman for first two years after merger, then Waterford to nominate chairman for next two years. From 2001, chairman of plc and co-op boards nominated in normal fashion.