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OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CONVERGENT GROUP CORPORATION
AT
$8.00 NET PER SHARE
BY
CONVERGENT ACQUISITION SUB, INC.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGENT HOLDING CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
SCHLUMBERGER TECHNOLOGY CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON MONDAY, NOVEMBER 27, 2000, UNLESS THE OFFER IS EXTENDED.
October 27, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Convergent Acquisition Sub, Inc., a wholly owned
subsidiary ("Purchaser") of Convergent Holding Corporation ("Parent"), a wholly
owned subsidiary of Schlumberger Technology Corporation ("STC"), to act as the
Dealer Manager in connection with Purchaser's offer to purchase all outstanding
shares of common stock of Convergent Group Corporation ("Convergent") at a price
of $8.00 per share, net to the seller in cash, less any required withholding
taxes and without interest, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase, dated October 27, 2000, and the related
Letter of Transmittal.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold shares registered in your name or in the name of your
nominee.
PURCHASER IS NOT OBLIGATED TO PURCHASE ANY TENDERED SHARES UNLESS, AFTER THE
PURCHASE OF TENDERED SHARES, PURCHASER WOULD OWN A MAJORITY OF THE SHARES
OUTSTANDING ON A FULLY DILUTED BASIS. THE OFFER IS ALSO CONDITIONED, AMONG OTHER
THINGS, THE EXPIRATION OR TERMINATION OF ANY APPLICABLE ANTITRUST WAITING
PERIODS.
Enclosed for your information and for forwarding to your clients for whom
you hold shares registered in your name or in the name of your nominee, are
copies of the following documents:
1. Offer to Purchase, dated October 27, 2000;
2. Letter of Transmittal for your use in accepting the offer and
tendering shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the offer if the
shares and all other required documents are not immediately available or
cannot be delivered to Citibank, N.A. (the "Depositary") by the Expiration
Date (as defined in the Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed by the Expiration Date;
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4. A letter to stockholders of Convergent from Glenn E. Montgomery, Jr.,
Chief Executive Officer of Convergent, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by Convergent;
5. A letter which may be sent to your clients for whose accounts you
hold shares registered in your name or in the name of your nominee, with
space provided for obtaining the clients' instructions with regard to the
offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 27, 2000, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for shares accepted for payment pursuant to the offer
will be made only after timely receipt by the Depositary of (1) certificates
evidencing the shares (or a confirmation of a book-entry transfer of the shares
into the Depositary's account at the Depositary Trust Company), (2) a Letter of
Transmittal properly completed and duly executed with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase) and (3) any other required documents.
If holders of shares wish to tender, but cannot deliver their certificates
or cannot comply with the procedure for book-entry transfer prior to the
expiration of the offer, a tender of shares may be effected by following the
guaranteed delivery procedure described in "The Tender Offer--Procedures for
Accepting Our Offer and Tendering Shares" of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders of shares pursuant
to the offer. However, Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the offer should be addressed to
the Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from us or the
Information Agent, at the addresses and telephone numbers set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
SALOMON SMITH BARNEY INC.
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF STC, PARENT, PURCHASER, THE
DEALER MANAGER, CONVERGENT, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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