Case, Pomeroy & Company, Inc. Announces the Receipt of an Acquisition Proposal and the Formation of a Special Committee.

NEW YORK -- Case, Pomeroy & Company, Inc. (the "Company") (PINKS SHEETS:

CASPA, CASPB)announced that CP Newco, Inc. ("Newco") has submitted a letter (the "Offer") to the Board of Directors of the Company proposing to acquire the Company through a merger of Newco with and into the Company pursuant to which the stockholders of the Company (other than certain stockholders affiliated with the Case founding family (the "Family Shareholders")) would have their shares of common stock in the Company converted into the right to receive cash in the amount of $1,725.00 per share. The merger would result in the Family Shareholders owning all of the equity of the Company. The full text of the letter is as follows:

May 31, 2006

Case, Pomeroy & Company, Inc.
Board of Directors
521 Fifth Avenue, 36th Floor
New York, NY 10175

Ladies and Gentlemen:

CP Newco, Inc., a Delaware corporation owned by certain stockholders affiliated with the Case founding family (the "Family Shareholders"), is pleased to offer to acquire the outstanding shares of Class A common stock and Class B common stock of Case, Pomeroy & Company, Inc. ("CP" or the "Company") (other than those shares owned by the Family Shareholders) at a cash purchase price of $1,725.00 per share. Our offer represents an historical high in the price per share of CP common stock. Despite the fact that the shares are thinly-traded, our proposal represents a premium of 7.1% over the volume-weighted average trading price of CP's Class A and Class B shares for the past twelve months, and an even greater premium, 16.8%, after deducting CP's net current cash and marketable securities balance per share from both the offer price and CP's actual historical trading price.

We believe that the holders of the Company's Class A and Class B common stock will find our proposal attractive and that the proposed transaction would provide them with maximum value for their shares; specifically, the opportunity for liquidity at a price higher than the shares have traded over the past five (5) years, or ever, at a time when the further benefit of historically low capital gains tax rates is available. Further, our offer enables non-Family Shareholders to participate directly in the Company's cash proceeds from its abnormally high level of sales of real estate resulting from the extraordinary real estate market conditions witnessed over the last two years. As discussed in the Company's last annual report, and widely in the press, real estate is a cyclical industry and current market conditions have become far more challenging with respect to acquiring and permitting new properties, increasing land, construction and interest costs, and projected rates of returns.

Our current intention is to structure the proposed transaction as a cash merger of CP Newco with and into the Company, with the Company surviving the merger and the Family Shareholders owning 100% of the surviving corporation. We would expect to obtain customary support agreements from certain holders of the Class A and Class B shares at the time we enter into any definitive merger agreement.

Based on the substantial amount of diligence completed to date and the commitment of necessary resources, we are in a position to move forward expeditiously toward execution of a merger agreement and consummate the proposed transaction as promptly as practical. We expect to fund the transaction with the Company's current cash balance and, as such, do not expect any refinancing transactions or financing conditions in conjunction with this transaction.

In considering our proposal, we want to make you aware that the Family Shareholders will not agree to any other type of transaction involving the Company or its shares of the Company.

Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to this proposal or any transaction unless and until such time as definitive documentation has been executed and delivered by the Company and all other appropriate parties and the agreement, arrangement or understanding has been recommended and approved by the Company's Board of Directors and the Special Committee (as defined below). Any definitive merger agreement would condition our obligation to close on: (i) obtaining relevant regulatory and third party approvals, (ii) approval by the Company's shareholders and (iii) redemption of the outstanding shares of preferred stock of the Company.

We invite the Board of Directors to appoint a special committee of independent directors (the "Special Committee") to consider our proposal on behalf of the non-Family Shareholders and to recommend to the Board of Directors whether to approve the proposal. We also encourage the Special Committee to retain independent financial and legal advisors to assist in its review. To facilitate that review, we intend to provide you shortly with a proposed merger agreement that we would be prepared to enter into. We would welcome the opportunity to present our proposal to the Special Committee as soon as possible. Our entire team looks forward to working with the Special Committee and its legal and financial advisors to complete a mutually acceptable transaction.

Should you have any questions, please feel free to contact me or J.T. Atkins or Charles Samkoff, Managing Directors of Cypress Associates, LLC (212-682-2222), our financial advisor.

Very truly yours,

CP NEWCO, INC.

/s/Robert H. Clark, Jr.

President

The Company has formed a special committee of independent directors, who are neither Family Shareholders nor members of the Company's management, to review and evaluate the Offer. The members of the Special Committee are Richard T. Niner and Richard B. Steinmetz, Jr. The Special Committee has engaged independent legal advisors and is in the process of engaging independent financial advisors to assist in its evaluation of the Offer.