Clover Capital Management, Inc.

Clover Capital Management, Inc., headquartered in Rochester, N.Y., provides advisory services to foundations and endowments, retirement plans and individual investors. Founded in 1984, Clover manages $2.8 billion in assets through a combination of separately managed portfolios, limited partnerships and mutual funds.

Federated Investors, Inc. is one of the largest investment managers in the United States, managing approximately $333.5 billion in assets as of June 30, 2008. With 147 mutual funds and various separately managed account options, Federated provides comprehensive investment management to more than 5,400 institutions and intermediaries including corporations, government entities, insurance companies, foundations and endowments, banks and broker/dealers.

Federated Investors, Inc. ("Federated") has entered into a definitive agreement to purchase the assets of Clover Capital Management, Inc. ("Clover"). Clover is a focused value investment firm managing approximately $2.8 billion in assets for the retail, institutional and private-wealth marketplaces. Upon the closing of the transaction, Federated expects to introduce Clover Capital's investment strategies to all of its distribution channels as well as to introduce three traditional value-oriented equity mutual funds which will be managed by the team at Clover.

The initial purchase price for the transaction, payable at closing, is expected to be approximately $36 million based on current asset levels. Contingent payments will be payable in annual installments over the subsequent five-year period, with the amount of such annual installments to be based on the growth in net advisory revenues over the same time period. The maximum value of contingent payments payable by Federated under the Asset Purchase Agreement is $57 million. The acquisition will be an all cash transaction.
Following the transaction, Clover's headquarters will remain in Rochester with Michael E. Jones, chief executive officer and chief investment officer, and the current team continuing to lead the organization. Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the fourth quarter of 2008.