Proposed Merger - Part 1

RECKITT & COLMAN PLC
27 July 1999

Part 1

Not for release, publication or distribution, in whole or in
part, in or into the United States, Canada, Australia or
Japan


PROPOSED MERGER OF RECKITT & COLMAN AND BENCKISER TO FORM
RECKITT BENCKISER


The Boards of Reckitt & Colman and Benckiser have agreed to
propose to their respective shareholders a merger of the two
companies.

*    Reckitt Benckiser will be the world number one in
     household cleaning (excluding laundry detergents) with
     a world-class portfolio of leading brands in five
     growth categories;
     
*    the company will benefit from enhanced growth
     opportunities and will have a clear strategy for
     profitable growth based on:
     
     *     focus  on  growth  from its  five  core  growth categories;
     *     a substantial increase in marketing investment; 
     *     a step change in the rate of product innovation; 
     *     cross selling opportunities and scale benefits;
     *     a  more  aggressive  rationalisation  of  the portfolio tail;
     *     add-on acquisitions;

*    annualised pre-tax cost savings, after a significant
     increase in marketing investment, are expected to be at
     least £75 million by the end of 2001;

*    the Boards are confident that achievement of the
     merger benefits of enhanced growth and cost synergies
     should result in a significant increase in value for
     both sets of shareholders; and

*    a new management team will be drawn from the best of
     both companies, led by Bart Becht, Chief Executive
     Officer.

Commenting on the proposed Merger, Alan Dalby, Chairman of
Reckitt & Colman, said:

'The combination of our two businesses creates a company
with enhanced global scale and significant opportunities for
revenue growth and cost reduction.  The new management team
will ensure that all shareholders benefit from the full
short and long term value creation of the merger.' 

Bart Becht, CEO of Benckiser said:

'Reckitt Benckiser will be the world number one household
cleaning company and has the potential to create significant
value for shareholders, customers and employees.  Successful
achievement of the synergies that exist between the two companies will
undoubtedly create value.  Just as important, the merged company will benefit
from new growth opportunities and a clear growth strategy,
through focus on high growth core categories, raising the
rate of innovation and brand investment, and from cross
selling opportunities and scale benefits.'

The Chairman of the Board will be Alan Dalby, currently
Chairman of Reckitt & Colman, and the Deputy Chairman will
be Dr. Peter Harf, currently Chairman of the Supervisory
Board of Benckiser.

The Merger will be effected by a share exchange offer of 5
New Reckitt & Colman Shares for each Benckiser Share.  On
completion of the Merger, the effective interests in Reckitt
Benckiser of Reckitt & Colman Shareholders and Benckiser
Shareholders will be approximately 59.1 per cent and 40.9
per cent respectively.

Based on the closing share prices of Reckitt & Colman and
Benckiser on 26 July 1999 (the last trading day prior to
this announcement), Reckitt & Colman and Benckiser had a
combined equity market capitalisation of £4,864 million/
Euro7,259 million.

Pro forma net revenues under UK GAAP for Reckitt Benckiser
for the year ended 31 December 1998 were £3,120 million and
operating profits were £433 million.  Pro forma net debt
under UK GAAP for Reckitt Benckiser as at 31 December 1998
was £779 million.

An interim dividend of 12.7p per Reckitt & Colman Share will
be paid on 7 September 1999 to Reckitt & Colman Shareholders
on the register on 13 August 1999. Benckiser proposes to
announce a half-year dividend of NLG 0.80 per Benckiser
Share when it announces its second quarter and half-year
results on 4 August 1999.

Reckitt Benckiser will be incorporated and headquartered in
the UK.  Benckiser's existing office in Amsterdam will be
retained for the foreseeable future.  Reckitt Benckiser will
be listed on the London Stock Exchange.

A briefing for institutional investors and analysts at
9:30am (London time) today will be held at the Conference
Centre, Warburg Dillon Read, 1 Finsbury Avenue, London EC2M
2PP.

A briefing for institutional investors and analysts at 4pm
(Amsterdam time) today will be held at the Sheraton Hotel,
Schiphol Airport, The Netherlands.

This summary should be read in conjunction with the full
text of this announcement.

Enquiries:

Reckitt & Colman  (44) 1753 746676    Benckiser    (31) 20 405 7555

David Saltmarsh                       Tom Corran
                                      Christiane Krefft

Financial adviser                     Financial advisers

Warburg Dillon    (44) 171 567 8000   Deutsche Bank   (44) 171 545 8000
Read                                                   
Adrian Haxby                          Nigel Meek
Colin Christie
                                      Merrill Lynch   (44) 171 628 1000
                                      Federico Aliboni

Joint brokers

Cazenove & Co.    (44) 171 588 2828
David Mayhew
Tony Brampton

Credit Suisse     (44) 171 888 8888
First Boston               
Simon de Zoete
Charles Foreman

Public relations
Shandwick         (44) 171 329 0096
Bobby Leach


Warburg Dillon Read, the investment banking
division of UBS AG, which is regulated in the
UK by The Securities and Futures Authority
Limited, is acting for Reckitt & Colman in
connection with the Merger and for no one else
and will not be responsible to anyone other
than Reckitt & Colman for providing the
protections afforded to customers of Warburg
Dillon Read or for providing advice in
relation to the Merger.

Deutsche Bank AG London and Merrill Lynch
International, which are regulated in the UK
by The Securities and Futures Authority
Limited, are acting for Benckiser in
connection with the Merger and for no one else
and will not be responsible to anyone other
than Benckiser for providing the protections
afforded to customers of Deutsche Bank AG
London and Merrill Lynch International or for
providing advice in relation to the Merger.

Not for release, publication or distribution,
in whole or in part, in or into the United
States, Canada, Australia or Japan


PROPOSED MERGER OF RECKITT & COLMAN AND
BENCKISER TO FORM RECKITT BENCKISER


1.   Introduction

The Boards of Reckitt & Colman and of
Benckiser have agreed to propose to their
respective shareholders a merger of the two
companies. The new group will be named Reckitt
Benckiser.

The proposed combination of Reckitt & Colman
and Benckiser represents a major strategic
initiative to deliver benefits to the
shareholders of both companies. The merged
company will be the world number one in
household cleaning products (excluding laundry
detergents) with a growing presence in health
and personal care. In addition, the
complementary geographic strengths of the two
companies will give Reckitt Benckiser enhanced
global distribution. Reckitt Benckiser will
have an outstanding portfolio of leading
brands in five growth categories:

*    Fabric Care.  Calgon, Hoffmann's,
     Fabulon, Spray'n Wash, Resolve, Vanish,
     Woolite;

*    Surface Care.  Cillit, Dettox, Easy-Off,
     Harpic, Limea-Way, Lysol, Mop & Glo, Polifor,
     Sagrotan, St. Marc, Veja;

*    Health & Personal Care.  Dettol, Disprin,
     Gaviscon, Lemsip,  Steradent,  Veet;

*    Dishwashing.  Calgonit, Electrasol,
     Finish, Jet Dry; and

*    Home Care.  Air Wick, d-Con, Haze,
     Mortein, Wizard.

The Merger will be effected by a share exchange
offer of 5 Reckitt  &  Colman Shares for each
Benckiser  Share.   The Merger  is  subject  to
a number of conditions  including approval by
the shareholders of Reckitt & Colman.

It  is  intended that the formal offer will be
made within the next four weeks.

Following completion of the Merger, the
effective interests in Reckitt Benckiser of Reckitt &
Colman Shareholders and Benckiser Shareholders
will be approximately 59.1 per cent and 40.9
per cent respectively.

Based on the closing share prices of Reckitt &
Colman and Benckiser on 26 July 1999 (the last
trading day prior to this announcement),
Reckitt & Colman and Benckiser had a combined
total market capitalisation of £4,864 million/
Euro7,259 million.

Pro forma net revenues under UK GAAP for
Reckitt Benckiser for the year ended 31
December 1998 were £3,120 million and
operating profits were £433 million. Pro forma
net debt under UK GAAP for Reckitt Benckiser
as at 31 December 1998 was £779 million.

As at 31 December 1998, Reckitt Benckiser
would have had a combined total of
approximately 21,500 employees worldwide.

Reckitt Benckiser will be incorporated and
headquartered in the UK. Benckiser's existing
office in Amsterdam will be retained for the
foreseeable future. Reckitt Benckiser will be
listed on the London Stock Exchange.

2.   Background to and reasons for the Merger

In fast moving consumer goods, success
increasingly requires brands and products to
be strongly positioned within their
categories, backed by substantial investment
in consumer marketing, and subject to regular
renewal through product innovation.

The Merger creates the world number one in
household cleaning (excluding laundry
detergents).  The scale and complementary
strengths of the combined businesses will
provide significant benefits and will
establish a platform for sustainable and
profitable future growth.

The combined company will have a world-class
portfolio of leading brands in five growth
categories: fabric care, surface care, health
and personal care, dishwashing and home care.
Reckitt Benckiser derives more than 60 per
cent of its net revenues from brands that are
either number one or number two in their
markets.

Reckitt & Colman and Benckiser will benefit
from their complementary geographic profiles,
creating a global company of greater depth.
Reckitt Benckiser will be a powerhouse in
Western Europe, will have improved scale in
North America, and will have significant cross-
selling opportunities in the rest of the
world.  Reckitt & Colman products will benefit
from Benckiser's presence in Eastern Europe
and China, Benckiser products will benefit
from Reckitt & Colman's presence in Latin
America, South and East Asia, the Middle East
and Africa.

Capitalising on these strengths, the Merger
will create enhanced opportunities for revenue
growth based on a clear strategy focusing on:

*    core growth categories;

*    a substantial increase in marketing
     investment, funded in part by cost efficiencies;

*    a step change in the rate of product
     innovation;

*    a more aggressive rationalisation of the
     tail end of the portfolio; and

*    add-on acquisitions.

3.   Synergies

The Boards believe that the Merger will enable
Reckitt Benckiser to achieve annualised pre-
tax cost savings (after a significant increase
in marketing investment) of at least £75
million by the end of 2001, before taking into
account the revenue benefits outlined above.

The estimated cost savings, which are in
addition to cost savings and rationalisation
plans previously identified by both companies,
are expected to arise mainly from:

*    creation of a single sales and marketing
infrastructure;

*    economies of scale in the purchasing of
raw materials and packaging;

*    more efficient distribution and
warehousing;

*    rationalisation and improved efficiency
of the combined manufacturing facilities; and

*    rationalisation of overhead costs.

It is currently estimated that the achievement
of these cost savings will incur exceptional
charges of approximately £120 million by the
end of 2000.

In addition, the Merger is expected to lead to
improved working capital utilisation for the
combined group.

The Boards of Reckitt & Colman and Benckiser
are each confident that, after taking into
account the cost synergies that can be
achieved, the Merger will result in an
enhancement of the earnings per share
attributable to the shareholders of Reckitt &
Colman and of Benckiser when compared to the
earnings per share that each group would have
achieved without the Merger.

4.   Board and management

The Merger provides the opportunity to draw on
the strength and depth of the management teams
of both Reckitt & Colman and Benckiser, as
well as on their experienced non-executive
directors.

The proposed Board structure for Reckitt
Benckiser will be based on a principle of
limited executive representation with an
emphasis on the supervisory function.  The
executive operations of the group will be
primarily conducted by a Management Committee,
which will be represented on the Board by the
Chief Executive Officer.

The Proposed Board, comprising one executive
director and ten non-executive directors, is
set out below:

Alan Dalby                   Non-Executive
                             Chairman
                             (Reckitt & Colman)
Dr. Peter Harf               Non-Executive
                             Deputy
                             Chairman
                             (Benckiser)
Bart Becht                   Chief Executive
                             Officer
                             (Benckiser)
Adrian Bellamy               Non-Executive
                             Director
                             (Benckiser)
Dr. George Greener           Non-Executive
                             Director
                             (Reckitt & Colman)
Prof. Jean-Claude Larreche   Non-Executive
                             Director
                             (Reckitt & Colman)
Dr. Ana Maria Llopis         Non-Executive
                             Director
                             (Reckitt & Colman)
Dieter Meuderscheid          Non-Executive
                             Director
                             (Benckiser)
John Rose                    Non-Executive
                             Director
                             (Reckitt & Colman)
Peter White                  Non-Executive
                             Director
                             (Reckitt & Colman)
Hans van der Wielen          Non-Executive
                             Director
                             (Benckiser)

Following completion of the Merger the
executive directors of Reckitt & Colman will
stand down from the Board of Reckitt & Colman.
Mike Turrell, Acting Chief Executive, will
assist in the implementation of the Merger from
an operating perspective prior to leaving the
group. Al Battaglia will continue in his current role
(Global Supply) as part of the combined
management team.  Philip Darnton (Global
Marketing) and Steve Wilson (Global Finance)
will leave the group.  The Boards of Reckitt &
Colman and Benckiser will conduct a process to
select a new Chief Financial Officer.

New remuneration arrangements will be proposed
for senior executives of Reckitt Benckiser
which the Boards of Reckitt & Colman and
Benckiser consider appropriate for an
international business of this size.  In
connection with the Merger, Benckiser will
consider proposals to make a grant of share
options and restricted shares to compensate
senior Benckiser executives for, amongst other
things, certain contractual rights foregone in
the context of the Merger and to incentivise
these executives to implement successfully the
future development of Reckitt Benckiser. The
Board of Reckitt & Colman intends to propose
similar incentives for senior Reckitt & Colman
executives who will take part in the combined
management team.  It is also intended to make
annual grants of equity based incentives to a
wider group of executives of the enlarged
group.  The vesting of these awards will be
subject to appropriate performance criteria.
Proposals in respect of these arrangements
will be subject to the approval of Reckitt &
Colman Shareholders as part of the Merger.

Assuming full acceptance of the Offer, JAB
will have a voting and economic interest in
Reckitt Benckiser of approximately 24.8 per
cent. If Dr. Peter Harf and Dieter
Meuderscheid cease to be directors of Reckitt
Benckiser, JAB, the current majority
shareholder of Benckiser, will be entitled to
nominate their replacements for election to
the Board of Reckitt Benckiser. If JAB's
effective interest in Reckitt Benckiser falls
below 20 per cent, it will only be entitled to
nominate one director and this nomination
right will cease if JAB's effective interest
falls below 10 per cent.

5.   Details of the Merger

Reckitt & Colman, Benckiser and JAB have
entered into a Merger Agreement, which
establishes the basis on which the Merger will
be implemented.

Following the Trademark Acquisition (described
in Section 14 below), Benckiser will have in
issue Benckiser A Shares and Benckiser B
Shares, representing approximately 56.0 per
cent and 44.0 per cent of the Benckiser voting
rights respectively. JAB holds 100 per cent of
the Benckiser A Shares and following the
Trademark Acquisition will hold 48.0 per cent
of the Benckiser B Shares, together equivalent
to 60.5 per cent of the shares in issue and
77.1 per cent of the votes in Benckiser.

The Merger will be achieved by an Offer, under
the terms of which Benckiser B Shareholders
will receive:

5 New Reckitt & Colman Shares for
each Benckiser B Share.

JAB has irrevocably undertaken to accept the
Offer in respect of its holding of 20.6
million Benckiser B Shares, which includes the
shares that it will receive in respect of the
Trademark Acquisition announced today by
Benckiser.

In addition, JAB has agreed to exchange its
holding of Benckiser A Shares for an equal
number of A Common Shares in Newco, a newly
incorporated Dutch subsidiary of Reckitt
Benckiser.   Each Newco A Share will be
equivalent in terms of dividend and capital rights and,
through the issue by Reckitt & Colman of a
special share, voting rights to 5 Reckitt &
Colman Shares.  The offer of Newco A Shares
(rather than New Reckitt & Colman Shares) to
JAB has been structured to allow, amongst
other economic reasons, a tax-free rollover of
JAB's holding of Benckiser A Shares.  Assuming
full acceptance of the Offer, JAB will have a
voting and economic interest in Reckitt
Benckiser of approximately 24.8 per cent.

Under the terms of the Merger Agreement, JAB
has agreed that, except with the prior written
consent of Reckitt Benckiser, for a period of
twelve months following the Merger, it will
not dispose of more than 17.3 million of the
New Reckitt & Colman Shares issued in respect
of its acceptance of the Offer.  This
undertaking is subject to certain exceptions.
JAB has agreed not to dispose of its Newco A
Shares except pursuant to the Merger
Agreement.

Under the Merger Agreement, JAB will have a
right to exchange its Newco A Shares into
Reckitt & Colman Shares on the basis of 5 New
Reckitt & Colman Shares for each Newco A
Share.  Unless previously exchanged into such
New Reckitt & Colman Shares, the Newco A
Shares will convert on 1 October 2005 into
fixed coupon preference shares of Newco and
the special share will cease to carry votes.
The conditions which need to be satisfied for
the Merger to be implemented will be provided
in detail in the formal documentation relating
to the Offer and will comprise:

*    the passing of resolutions by
shareholders at extraordinary general meetings of both
companies;
                       
*    the number of Benckiser B Shares tendered
for acceptance of the Offer representing
together with the Benckiser A Shares at least
90 per cent of the nominal value and voting
rights of Benckiser shares;

*    the receipt of any necessary or
appropriate tax clearances and regulatory and other
consents including merger regulation consents from 
the European Commission and the relevant authorities in 
the United States;
     
*    that, for the duration of the Offer period,
Benckiser will not commit itself to the payment of any
dividend except for the interim dividends declared in
respect of the Benckiser A Shares and Benckiser B
Shares for the six month period ended 30 June 1999; and
     
*    the New Reckitt & Colman Shares having
been admitted to the Official List of the London Stock
Exchange;
                       
*    no unexpected material adverse change
having occurred in relation to Benckiser which in the
opinion of the Amsterdam Stock Exchange
justifies the Offer being withdrawn; and
     
*    the Dutch Merger Committee not having
issued a public reprimand regarding violation of the 
Merger Code.
                       
If these conditions are not satisfied or,
where applicable, waived by 31 January 2000,
the Offer will lapse.  The Merger Agreement
may be terminated in limited
circumstances, including the occurrence of a
material adverse change in the position of the
Reckitt & Colman Group or the Benckiser Group,
each taken as a whole.

If Reckitt & Colman receives an alternative
proposal and as a result the Reckitt & Colman
Shareholders do not approve the Merger,
Reckitt & Colman will pay to Benckiser a fee
of £30 million.  If Benckiser receives an
alternative proposal and as a result
sufficient Benckiser B Shareholders do not
accept the Offer, Benckiser will pay to
Reckitt & Colman a fee of £30 million.  If in
other circumstances the Merger is not approved
by Reckitt & Colman Shareholders or sufficient
acceptances from Benckiser Shareholders are
not received, Reckitt & Colman, or as the case
may be Benckiser, will pay the other party £5
million.

The Offer is expected to be made and the Offer
document made available to Benckiser
Shareholders within the next four weeks and
the Merger is expected to complete in the
third quarter of 1999.

The Offer will not be made, directly or
indirectly, in or into the United States or to
United States persons, and it will not be
permitted to be accepted in, or from, the
United States or from United States persons.

6.   Financial information and accounting

It is expected that Reckitt Benckiser will
have an accounting year-end of 31 December and
with effect from 2000 will report quarterly
under UK GAAP in Pounds Sterling.

The Merger is expected to be accounted for as
a merger in the consolidated accounts of
Reckitt Benckiser.

Pro forma financial information on Reckitt
Benckiser under UK GAAP
Year ended 31 December               1998
                                     (£m)

Net revenues                        3,120
Operating profit (1)                  433
Profit on ordinary activities         359
before taxation
Net earnings                          247

As at 31 December                    1998
                                     (£m)

Total shareholders' funds           1,018
Net debt (2)                          779

Note (1)   Operating profit is stated after
Year 2000 costs of £38m.
Note (2)   Net debt is defined as borrowings
less cash and liquid resources.
Note (3)   Proforma financial information is
stated before taking into account any fees and
expenses incurred in connection with the
Merger.
Note (4)   Proforma adjustments: The financial
information in respect of Benckiser has been
adjusted to present it in accordance with UK
GAAP and on a basis consistent, in all
material respects, with the accounting
policies and practices of Reckitt & Colman, with the
exception of the presentation of revenues.
Combined net revenues have been stated in
accordance with Benckiser's historical method
of presentation, after deducting all trade
promotion spending.  This is a change in
presentation for Reckitt & Colman, which
previously presented revenues before such
deductions.

Preliminary pro forma segmental information -
net revenues by geographical area
Year ended 31 December               1998       %
                                     (£m)      of
                                              total
Western Europe                      1,373      44
               
North America                         869      28
Eastern Europe/ Middle East/ Africa   311      10
Asia Pacific/ Australasia             304      10
Latin America                         263      8
Total                               3,120      100
                                        

Preliminary pro forma segmental Information -
net revenues by business segment

Year ended 31 December               1998       %
                                     (£m)      of
                                              total
Fabric Care                           816      26
Surface Care                          795      25
Health & Personal Care                417      13
Dishwashing                           391      13
Home Care                             283       9
Food                                  181       6
Other                                 237       8
Total                               3,120      100
                                        
7.   Dividends and capital structure

An interim dividend of 12.7p per Reckitt &
Colman Share will be paid on 7 September 1999
to Reckitt & Colman Shareholders on the
register on 13 August 1999. Benckiser
proposes to announce a half-year dividend of
NLG0.80 per Benckiser Share when it announces
its second quarter and half-year results on 4
August 1999. Dates for ex-dividend and payment
will be communicated on 4 August 1999.

Reckitt Benckiser will announce and pay
dividends in Pounds Sterling.

It is expected that the first Reckitt
Benckiser dividend will be proposed as a final
dividend for the 1999 financial year.  In the
absence of unforeseen circumstances, the final
dividend is expected to be 12.7p per Reckitt
Benckiser share.

It is intended that the annual dividend will
be maintained at the 1999 level until Reckitt
Benckiser's dividend cover has increased to a
level similar to that of other publicly quoted
household product companies, including those
in the United States, against which Reckitt
Benckiser will compete.  The Boards of Reckitt
& Colman and Benckiser
believe that Reckitt Benckiser should have
regard to that peer group in determining its
strategy for overall shareholder returns.
Other methods of returning capital will also
be considered in order to manage more actively
Reckitt Benckiser's balance sheet structure
and to reduce the cost of capital.

8.   Current trading

The full interim results for Reckitt & Colman
and Benckiser will be announced on 4 August
1999.

Reckitt & Colman

Turnover for the six months to 3 July 1999
declined from £1,111 million to £1,044
million, largely as a result of the destocking
policy previously announced by the company and
the major devaluation of the Real in Brazil.
The adjusted profit before tax (before Year
2000 and restructuring charges) at £78.3
million was 51 per cent lower than the
equivalent period in 1998, primarily as a
result of these issues.

Reckitt & Colman is committed to a significant
increase in media spending in 1999 to support
organic sales growth and the introduction of
new products.  This will affect trading
margins in key countries.  The speed to market
and rate of new product introduction has
increased in 1999.

In addition, the company expects to spend up
to £15 million in the US in the second half-
year to defend against a competing product
launch.  Underlying consumption of Reckitt &
Colman products remains sound.

The company has embarked on a two-year cost
reduction programme and plans are well
established that will generate £45 million in
operating savings; related onetime charges are
now estimated at £65-75 million by the end of
2000.  Furthermore, Reckitt & Colman is
already making progress in reducing working
capital, which had reduced by at least £25
million at 30 June 1999 against the equivalent
1998 interim figure.

Benckiser

Trading in the second quarter has been at
record levels for net revenues, operating and
net income, representing the expected
improving trend in growth.  Net revenues were
a record for any quarter at NLG1,043 million,
an increase of 4 per cent on the same period
in 1998. Net income for the quarter was also a
record, rising 18 per cent to NLG73.8 million.
This growth has come particularly from Rest of
World, with strong growth in China, continuing
benefit of the Napisan acquisition in
Australia, and further growth in Eastern
Europe.  In Western Europe, progress has
continued with encouraging sales in Italy,
France, Spain and the UK.  Net revenues
continue on an improving trend in North
America. The rate of product innovation has
increased in the second quarter.  Further
progress has been made with the company's cost
saving initiatives, and benefit of the
production restructuring programme is well in
line with plan.  As a result, gross and
operating margins continue to widen
substantially compared to 1998.
This brings net revenues for the half-year to
30 June 1999 to NLG2,026 million, 2 per cent
ahead of last year, and net income for the
period to NLG132.9 million, an increase of 14
per cent on the equivalent period in 1998.

9.   Employees

The existing employment rights, including
pension rights, of employees of both Reckitt &
Colman and Benckiser will be fully
safeguarded.

10.  Settlement, listing and dealing

Application will be made for the New Reckitt &
Colman Shares to be admitted to the Official
List of the London Stock Exchange.  It is
expected that the listing of the New Reckitt &
Colman Shares will become effective, and that
dealings in them will commence, on the first
business day following the day on which the
Merger is completed.

Subject to the Offer having been completed, it
is the intention of the Boards to seek the
removal of the listing of the Benckiser B
Shares from the New York Stock Exchange and
the Amsterdam Stock Exchange as soon as
possible thereafter.

Further details on settlement, listing and
dealing will be included in the documents to
be sent, or made available (as the case may
be), to Reckitt & Colman Shareholders and
Benckiser Shareholders.

11.  Recommendations and undertakings

The Board of Reckitt & Colman, which has been
advised by Warburg Dillon Read, considers the
terms of the Merger to be fair and reasonable.
In providing advice to the Board of Reckitt &
Colman, Warburg Dillon Read has taken into
account the commercial assessments of the
Board of Reckitt & Colman.

The Directors of Reckitt & Colman intend to
recommend unanimously that Reckitt & Colman
Shareholders vote in favour of the Merger.

The Boards of Benckiser, which have received a
fairness opinion from Deutsche Bank AG London
and Merrill Lynch International, consider the
terms of the proposed Merger to be fair to
Benckiser B Shareholders from a financial
point of view.

The Boards of Benckiser intend to recommend
unanimously that Benckiser Shareholders accept
the Offer as they intend to do in respect of
their own beneficial holdings amounting to in
aggregate 0.6 per cent of Benckiser B Shares.

JAB has irrevocably undertaken to accept the
Offer in respect of its holding of 20.6
million Benckiser B Shares, including the
shares that it will receive in respect of the
Trademark Acquisition announced today by
Benckiser.

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