DONALDSON LUFKIN & JENRETTE INC /NY/, SC 14D9, 2000-09-08

DONALDSON LUFKIN & JENRETTE INC /NY/
SC 14D9, 2000-09-08
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Subject Company)
DONALDSON, LUFKIN & JENRETTE, INC.
(Name of Person Filing Statement)

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DONALDSON, LUFKIN & JENRETTE, INC.--DLJ COMMON STOCK, PAR VALUE
$.10 PER SHARE
(Title of Class of Securities)

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257661108
(CUSIP Number of Class of Securities)

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JOE L. ROBY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 892-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)

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COPY TO:

CRAIG M. WASSERMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000

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/ / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.

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ITEM 1. SUBJECT COMPANY INFORMATION.

The name of the subject company is Donaldson, Lufkin & Jenrette, Inc., a
Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 277 Park Avenue, New York, New York 10172. The
telephone number of the Company at its principal executive offices is
(212) 892-3000.

The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (together with any
Exhibits or Annexes hereto, this "Statement") relates is the common stock of the
series designated Donaldson, Lufkin & Jenrette, Inc.--DLJ Common Stock, par
value $0.10 per share, of the Company ("DLJ Common Stock"). As of September 5,
2000, there were 128,381,958 shares of DLJ Common Stock outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

The filing person is the subject company. The Company's name, business
address and business telephone number are set forth in Item 1 hereof.

This Statement relates to the tender offer by Diamond Acquisition Corp.
("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of
Credit Suisse Group, a corporation organized under the laws of Switzerland
("CSG"), to purchase all of the issued and outstanding shares of DLJ Common
Stock (the "Shares"), at a purchase price of $90.00 per Share (the "Offer
Price"), net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase, dated
September 8, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). The Offer is described in, and the Offer
to Purchase is filed as an exhibit to, a Tender Offer Statement on Schedule TO
(as amended or supplemented from time to time, the "Schedule TO"), filed by
Purchaser with the Securities and Exchange Commission on September 8, 2000.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of August 30, 2000 (the "Merger Agreement"), among CSG, Purchaser and the
Company. The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction or, if permissible, waiver of the other conditions set forth in the
Merger Agreement and in accordance with the relevant provisions of the Delaware
General Corporation Law ("Delaware Law"), Purchaser will be merged with and into
the Company (the "Merger"). As a result, the Company will continue as the
surviving corporation (the "Surviving Corporation") and will become an indirect
subsidiary of CSG. At the effective time of the Merger (the "Effective Time"),
each Share issued and outstanding immediately prior to the Effective Time (other
than Shares held in the treasury of the Company or by CSG or any of their wholly
owned subsidiaries, which will be cancelled, and other than Shares held by
stockholders who will have demanded and perfected appraisal rights under
Delaware Law) will be cancelled and converted automatically into the right to
receive $90.00 in cash, or any higher price that may be paid per Share in the
Offer, without interest (the "Merger Consideration"). Stockholders who demand
and fully perfect appraisal rights under Delaware Law will be entitled to
receive, in connection with the Merger, cash for the fair value of their Shares
as determined pursuant to the procedures prescribed by Delaware Law. The Merger
Agreement is summarized in Section 10 of the Offer to Purchase.

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Purchase Agreement, and (iii) granted an irrevocable proxy to CSG and each of
its officers to vote and take any actions with respect to all of the Shares
owned by the AXA Entities at any meeting of the stockholders of the Company or
by written consent in lieu of any such meetings, against any action, proposal,
agreement or transaction that would result in a breach of any covenant,
obligation, agreement, representation or warranty of the Company under the
Merger Agreement or of the AXA Entities under the Stock Purchase Agreement, or
that could result in any of the conditions to the Company's obligations under
the Merger Agreement not being fulfilled, or that is intended, or could
reasonably be expected, to impede, interfere, delay, discourage or adversely
affect the Merger Agreement, the Offer, the Merger or the Stock Purchase
Agreement. The Stock Purchase Agreement is summarized in Section 10 of the Offer
to Purchase.

The Schedule TO states that the principal executive offices of CSG and
Purchaser are located at Paradeplatz 8, P.O. Box 1, CH-8071 Zurich, Switzerland
(in the case of CSG) and 11 Madison Avenue, New York, New York 10010 (in the
case of Purchaser).

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Certain contracts, agreements, arrangements or understandings between the
Company or its affiliates and certain of its directors and executive officers
are, except as noted below, described in the Information Statement (the
"Information Statement") pursuant to Rule 14f-1 under the Securities Exchange
Act of 1934 (the "Exchange Act") that is attached as Annex B to this Statement
and is incorporated herein by reference. Except as described in this Statement
(including in the Exhibits hereto and in Annex B hereto) or incorporated herein
by reference, to the knowledge of the Company, as of the date of this Statement
there exists no material agreement, arrangement or understanding or any actual
or potential conflict of interest between the Company or its affiliates and
(1) the Company or its executive officers, directors or affiliates or
(2) Purchaser, CSG or their respective executive officers, directors or
affiliates.

THE MERGER AGREEMENT. The summary of the Merger Agreement and the
description of the conditions of the Offer contained in Sections 10 and 14 of
the Offer to Purchase, which is being mailed to stockholders together with this
Statement, are incorporated herein by reference. Such summary and description
are qualified in their entirety by reference to the Merger Agreement, which has
been filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

THE STOCK PURCHASE AGREEMENT. The summary of the Stock Purchase Agreement
contained in Section 10 of the Offer to Purchase, which is being mailed to
stockholders together with this Statement, is incorporated herein by reference.
Such summary is qualified in its entirety by reference to the Stock Purchase
Agreement, which has been filed as Exhibit (e)(2) hereto and is incorporated
herein by reference.

ENGAGEMENT WITH DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION. The
description of the terms of the Company's engagement of Donaldson, Lufkin &
Jenrette Securities Corporation in connection with the Offer and the Merger set
forth in Item 5 hereof is incorporated herein by reference.

CERTAIN EMPLOYMENT, RETENTION AND BENEFITS ARRANGEMENTS.

COMPANY STOCK OPTIONS. The Merger Agreement provides that, effective as of
the Effective Time, the Company and CSG will take all necessary action to
provide that all options outstanding immediately prior to the Effective Time
(collectively, the "Company Stock Options") under the Company's 1995 Stock
Option Plan, 1996 Stock Option Plan and 1996 Non-Employee Directors Stock Option
Plan (the "Company Stock Option Plans") that are unexpired and unexercised at
the Effective Time will be automatically converted at the Effective Time into an
option (a "Substituted Option") to purchase a number of registered shares,
nominal value CHF 20 per share, of CSG ("CSG Shares")

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equal to the number of shares of the DLJ Common Stock that could have been
purchased under such Company Stock Option multiplied by .4018 (the "Exchange
Ratio") (rounded to the nearest whole number of shares) at a price per CSG Share
equal to the per share option exercise price specified in the Company Stock
Option divided by the Exchange Ratio (rounded down to the nearest whole cent);
PROVIDED that any Company Stock Option intended to be an incentive stock option
under the Internal Revenue Code will be adjusted in a manner to preserve such
status. Such Substituted Option will otherwise be subject to the same terms and
conditions as such Company Stock Option. At the Effective Time, (i) all
references in the related stock option agreements to the Company will be deemed
to refer to CSG and (ii) CSG will assume all of the Company's obligations with
respect to the Company Stock Options. As promptly as reasonably practicable
after the Effective Time, CSG will issue to each holder a document evidencing
the foregoing assumption by CSG. In the event any Substitute Option holder is
terminated by CSG without "cause" (as such term is defined in the applicable
Company Stock Option Plan that is assumed by CSG) on or after the Effective
Time, such holder's Substitute Option will become fully vested and exercisable
and will otherwise continue to be governed by the terms of the relevant Company
Stock Option Plan and award agreements.

COMPANY RESTRICTED STOCK UNITS. The Merger Agreement provides that the
Company and CSG will take such action as may be necessary to cause each Company
restricted stock unit relating to shares of DLJ Common Stock ("Restricted Stock
Unit") that is unexpired and outstanding at the Effective Time to be
automatically converted at the Effective Time into a restricted stock unit of
CSG relating to CSG Shares (a "Substituted Restricted Stock Unit") equal to the
number of shares of DLJ Common Stock to which such Restricted Stock Unit relates
multiplied by the Exchange Ratio (rounded to the nearest whole number of
shares). Such Substituted Restricted Stock Units will otherwise be subject to
the same terms and conditions as such Restricted Stock Units. At the Effective
Time, (i) all references in the related restricted stock unit agreements to the
Company shall be deemed to refer to CSG and (ii) CSG will assume all of the
Company's obligations with respect to the Restricted Stock Units. As promptly as
reasonably practicable after the Effective Time, CSG will issue to each holder
of an outstanding Restricted Stock Unit a document evidencing the foregoing
assumption by CSG.

EMPLOYMENT AGREEMENT BETWEEN MR. ROBY AND CSFB. A wholly owned subsidiary
of CSG, Credit Suisse First Boston Corp., a Delaware corporation ("CSFB"), has
entered into an employment agreement (the "Employment Agreement") with Joe L.
Roby, the President and Chief Executive Officer of the Company, pursuant to
which Mr. Roby will serve as Chairman of the CSFB business unit of CSG ("CSFB
Business Unit") reporting to the Chief Executive Officer of the CSFB Business
Unit. The term of the Employment Agreement begins upon the consummation of the
Merger and ends on December 31, 2003, at which time Mr. Roby will serve as a
consultant to CSFB until December 31, 2006.

During the employment term, Mr. Roby will receive a base salary no less than
that of the Chief Executive Officer of the CSFB Business Unit. For calendar year
2000, Mr. Roby will receive a bonus of no less than the annual bonus paid to him
with respect to 1999. For 2001, 2002 and 2003, Mr. Roby will be paid an annual
bonus (the "Guaranteed Bonus") such that his annual salary and bonus for those
years will be equal to the average of the sum of his annual base salary, annual
bonus and long term incentive awards for 1998, 1999 and 2000. For 2000,
Mr. Roby will be paid an award under the Company's Long Term Incentive Plan at
the same per unit value of awards to other Company participants, which award
will vest and be payable on July 1, 2002. At the completion of the Merger,
Mr. Roby will also be entitled to a retention award under the retention program
described under "--Employee Retention Pool" below of 1.5 times the Guaranteed
Bonus, which will be payable in CSG Shares. In addition, during the employment
term, Mr. Roby will be entitled to participate in all employee benefit, welfare
and other plans, practices, policies and programs of CSG generally available to
CSG's senior executives on a basis no less favorable than that provided to such
senior executives.

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During calendar years 2004, 2005 and 2006, for his services as a consultant to
CSG, Mr. Roby will be paid an annual consulting fee of $5 million.

If, during the term of the Employment Agreement, Mr. Roby's employment is
terminated by CSFB other than for "Cause" (as defined below), death or
disability, or if he terminates his employment for "Good Reason" (as defined
below), CSFB will pay Mr. Roby a lump sum in cash equal to the sum of (1) his
base salary through the date of termination to the extent not already paid, and
(2) the product of (x) the Guaranteed Bonus and (y) a fraction, the numerator of
which is the number of days in the fiscal year in which he is terminated through
the date of termination, and the denominator of which is 365, in each case to
the extent not already paid. In addition, Mr. Roby will be entitled to an amount
equal to the product of (1) the number of months and portions thereof from the
date of termination until December 31, 2002, divided by twelve and (2) the
Guaranteed Bonus. Mr. Roby will also be entitled to medical benefits on the same
basis that he received them prior to the consummation of the Merger for the
remainder of his life and that of his spouse, and the vesting of his retention
award and any unvested long term incentive award or other incentive awards,
including unvested stock options. Also, upon a termination of employment as
described above, Mr. Roby will be entitled to any other amounts or benefits
required to be paid or provided or which Mr. Roby is eligible to receive under
any plan, program, policy or practice or contract or agreement of the Company.
If Mr. Roby's employment is terminated for Cause or if he leaves other than for
Good Reason, Mr. Roby will be entitled to his salary through the date of
termination, medical benefits and other benefits to the extent already unpaid.
Mr. Roby is also entitled to indemnification by CSFB for any taxes that may
become payable as a result of the application of Section 4999 of the Internal
Revenue Code.

A copy of the Employment Agreement has been filed as Exhibit (e)(4) hereto
and is incorporated herein by reference.

HAMILTON E. JAMES RETENTION AGREEMENT. CSFB has entered into a retention
agreement (the "Retention Agreement") with Hamilton E. James, Chairman of the
Banking Group of the Company, pursuant to which Mr. James will, commencing on
completion of the Merger, serve as Co-Head of Global Investment Banking of CSFB,
reporting to the Chief Executive Officer of the CSFB Business Unit.

Under the terms of the Retention Agreement, Mr. James will receive total
compensation for 2001 that is at least 75% of his total compensation, including
base salary, annual bonus and long term incentive awards in 1999 from the
Company, and a bonus for 2000 of at least 75% of his bonus for 1999. Mr. James
will be paid a retention award in CSG Shares under the retention program
described under "--Employee Retention Pool" such that a number of CSG Shares
with a value equal to $13.333 million (based on the market price of the CSG
Shares at the Effective Time of the Merger) will vest in 2001, 2002 and 2003.
Any award paid to Mr. James under the Company's Long Term Incentive Plan for
calendar year 2000 will vest on the earlier of July 1, 2002 or the date
Mr. James experiences a Qualifying Termination (as defined below) and will
become payable on July 1, 2002.

If Mr. James' employment is terminated by CSFB without Cause (as defined
below), due to death or disability or if he terminates his employment for Good
Reason (as defined below) (in each case a "Qualifying Termination"), then he
will be immediately fully vested in his retention award. In the event of a
Qualifying Termination, his unvested stock options will become vested and
exercisable. Furthermore, if he has a Qualifying Termination after the
consummation of the Merger, but prior to December 31, 2001, then he will be paid
in cash any unpaid compensation for 2001 at the level described in the second
paragraph of this section as if he had continued his employment through the end
of such period. In the event of a Qualifying Termination, Mr. James will also be
entitled to vesting and payment of all deferred bonuses for years prior to the
year 2001, whether such Qualifying Termination occurs before or after
December 31, 2001. Mr. James shall continue to participate in the Company's
existing private equity plans, LBO plans, Merchant Banking Incentive Plans and
Employee

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Fund of Fund Plans on the same basis as he currently participates in those
funds. Participation in any new funds will be commensurate with his position and
the terms of the funds. Mr. James is also entitled to indemnification by CSFB
for any taxes that may become payable with respect to Section 4999 of the
Internal Revenue Code.

A copy of the Retention Agreement has been filed as Exhibit (e)(5) hereto
and is incorporated herein by reference.

For purposes of both Mr. Roby's Employment Agreement and Mr. James'
Retention Agreement: (1) "Cause" means (a) a continued failure to perform
substantially his duties with the Company or one of its affiliates (other than
any such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to him by the
Executive Board or the Chief Executive Officer which specifically identifies the
manner in which the Board or Chief Executive Officer believes that he has not
substantially performed his duties; (b) willful engagement in illegal, dishonest
or fraudulent conduct or gross misconduct which is materially and demonstrably
injurious to the Company or its reputation or to any clients or customers of the
Company; (c) commission of a felony, or a guilty or nolo contendere plea with
respect thereto; (d) a material breach of the Employment Agreement, with respect
to Mr. Roby, or the Retention Agreement, with respect to Mr. James, after notice
of such breach and a reasonable opportunity to cure; (e) a violation in any
material respect of any policy of the Company applicable to him which causes or
may cause serious harm to the Company; or (f) a material violation of any
applicable regulatory policies; and (2) "Good Reason" means, in the absence of
the executive's consent, (a) the assignment to him of any duties materially
inconsistent with his position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by the
agreement, or any other material action by the Company which is materially
inconsistent with or materially reduces such position, authority, duties or
responsibilities; (b) any failure by the Company to comply with any of the
compensation provisions of the agreement; (c) the Company's requiring him to be
based at any office or location other than Manhattan, in the case of Mr. Roby,
or the greater metropolitan New York area, in the case of Mr. James; (d) any
purported termination by the Company of his employment otherwise than as
expressly permitted by the agreement; or (e) any failure to cause any successor
to the Company to assume the obligations under the agreement.

EMPLOYEE RETENTION POOL. The Merger Agreement provides that a retention
pool be established valued at $1.2 billion in the aggregate, consisting of
phantom shares relating to CSG Shares. The phantom shares will be payable in CSG
Shares and will vest in three equal installments on each of July 1, 2001,
July 1, 2002 and July 1, 2003, subject to acceleration of vesting of an
individual's entire retention award upon normal retirement, or all or part of an
individual's retention award upon termination without cause depending on the
date of termination. The unvested portion of a participant's retention pool
shares is subject to forfeiture if the participant voluntarily terminates his or
her employment, violates certain notice, confidentiality, non-compete or
non-solicitation obligations, or if a participant's employment is terminated for
cause. The allocation of shares in the retention pool among the participants
will be determined by Company senior management in consultation with the
Company, CSG and the divisional line managers of the relevant businesses.

2000 COMPANY BONUS. The Merger Agreement provides for an annual bonus pool
for the 2000 fiscal year payable to Company employees generally consistent with
levels for such bonus pool in prior years. Annual bonuses will be determined by
Company senior management in consultation with CSG and the Company. A portion of
the bonus paid in respect of 2000 shall be paid in CSG Shares.

LONG TERM INCENTIVE AWARD FOR THE YEAR 2000. The Merger Agreement permits
awards to be granted in respect of the 2000 fiscal year under the Company's Long
Term Incentive Plan. Currently unallocated awards for 2000 will be allocated by
the Company's senior management in consultation with the Company and CSG, with
particular focus on targeted retention. Awards granted in 2000 will

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be paid to each recipient on July 1, 2002, subject to continued employment of
the recipient by the Company through such date; however, the right to receive
payment of the awards will vest in the event that the employment of a recipient
is terminated by the Company without cause.

CERTAIN COMPENSATION GUARANTEES. The Merger Agreement provides that the
aggregate of the base salary, annual bonus and long term incentive plan awards
for 2001 for certain executives of the Company, including Anthony F. Daddino,
Executive Vice President, Chief Financial Officer and a director of the Company,
and Gates H. Hawn, Chairman of the Financial Services Group of the Company, will
be no less than 75% of the aggregate base salary, annual bonus, and long term
incentive plan award received or deferred by each such executive, respectively,
for 1999, such payments subject to the terms of all CSG plans, policies and
practices.

RABBI TRUST. The Merger Agreement provides that the Company will amend the
rabbi trust pursuant to the Company's Executive Deferred Compensation Plan to
provide that the trust will terminate on the fifth anniversary of the
consummation of the Merger, rather than upon the consummation of the Merger.

LBO AND MERCHANT BANKING PLANS. The Merger Agreement provides that CSG will
fulfill commitments made under the Company's leveraged buy-out and merchant
banking investment plans in existence on August 30, 2000 in accordance with the
terms of such arrangements.

NON-EMPLOYEE DIRECTOR OPTIONS. The Merger Agreement provides that the
Company's 1996 Non-Employee Director Option Plan will be amended to provide
that, upon the termination of a director's tenure as a member of the Company's
Board of Directors, unvested options held by such director will not be
forfeited, but will continue to vest in accordance with the terms of such
options as if such director had continued to serve as a member of the Company's
Board of Directors throughout the vesting term. Unvested options held by a
director covered by such plan who is 65 years of age or older will vest pursuant
to the existing terms of such plan upon his or her retirement.

DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE. The Merger
Agreement provides that the Certificate of Incorporation of the Surviving
Corporation will contain provisions no less favorable with respect to
indemnification than are set forth in Article VIII of the Amended and Restated
Certificate of Incorporation of the Company, which provisions will not be
amended, repealed or otherwise modified for a period of six years from the
Effective Time in any manner that would affect adversely the rights thereunder
of individuals who, at or prior to the Effective Time, were directors, officers,
employees, fiduciaries or agents of the Company, unless such modification is
required by law, and during such period CSG agrees to provide the same rights as
are provided under such Article VIII to the persons specified thereunder to all
persons standing in a comparable relationship to any subsidiary of the Company.

CSG, Purchaser and the Company have agreed, from and after the Effective
Time, in the event of any threatened or actual claim, action, suit, proceeding
or investigation, whether civil, criminal or administrative, including, without
limitation, any such claim, action, suit, proceeding or investigation in which
any person who is now, or has been at any time prior to the date of the Merger
Agreement, a director, officer or employee of the Company or any of its
Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a
party based in whole or in part on, or arising in whole or in part out of, or
pertaining to (a) the fact that he or she is or was a director, officer or
employee of the Company, any of its subsidiaries or any of their respective
predecessors or was, prior to the Effective Time, serving at the request of any
such entity as a director, officer, employee, fiduciary or agent of another
corporation, partnership, trust or other enterprise, or (b) the Merger Agreement
or the Stock Purchase Agreement or any of the transactions contemplated
thereunder and any actions taken by an Indemnified Party in connection
therewith, whether in any case asserted or arising before or after the Effective
Time, to cooperate in connection with defending against and responding to such
proceedings.

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CSG has agreed that, after the Effective Time, CSG will indemnify and hold
harmless, as and to the fullest extent permitted by law, each such Indemnified
Party against any losses, claims, damages, liabilities, costs, expenses
(including reasonable attorneys' fees and expenses in advance of the final
disposition of any such matter to each Indemnified Party upon the receipt of the
appropriate undertaking under relevant law), judgments, fines and amounts paid
in settlement in connection with any such threatened or actual claim, action,
suit, proceeding or investigation, PROVIDED, HOWEVER, that CSG will not be
liable for any settlement effected without its prior written consent, which
consent will not be unreasonably withheld.

The Merger Agreement also provides that the Surviving Corporation will
maintain in effect for six years from the Effective Time, if available, the
current directors' and officers' liability insurance policies maintained by the
Company (provided that the Surviving Corporation may substitute therefor
policies of at least the same coverage containing terms and conditions that are
not materially less favorable) with respect to matters occurring prior to the
Effective Time; PROVIDED, HOWEVER, that in no event will the Surviving
Corporation be required to expend more than an amount per year equal to 200% of
the premium that would be required on the date thereof for similarly situated
companies to provide comparable levels of coverage to that currently provided by
the Company.

CSG, Purchaser and the Company have also agreed that in the event the
Surviving Corporation or any of its successors or assigns (a) consolidates with,
or merges into, any other person and is not the continuing or surviving
corporation or entity of such consolidation or merger or (b) transfers all or
substantially all of its properties and assets to any person, then, and in each
such case, proper provision will be made so that the successors and assigns of
the Surviving Corporation or such successors or assigns, as the case may be, or
at CSG's option, CSG, will assume the obligations described in the three
preceding paragraphs.

OTHER CSG TRANSACTIONS. The Company, CSG and their affiliates engage in a
variety of transactions in the ordinary course of their respective businesses,
including making loans and providing other financial services to individuals.
These transactions and agreements are common to and consistent with the
practices of the industry and are on terms believed to be equivalent to those
that would be negotiated on an arms-length basis.

Didier Pineau-Valencienne, a director of AXA Financial, Inc. and a member of
the Supervisory Board of AXA is a vice chairman of CSFB. In addition, Anthony J.
Hamilton, a director of AXA Financial, Inc., is Chairman of Fox Pitt, Kelton
Group Limited. Fox Pitt, Kelton Group Limited is a wholly owned subsidiary of
Swiss Re and a director of CSG is the chief executive officer and a director of
Swiss Re.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) RECOMMENDATION OF THE BOARD. The Board of Directors (the "Board" or the
"Board of Directors") of the Company, at a meeting held on August 29, 2000,
unanimously determined that the Merger Agreement and the transactions
contemplated thereby, including each of the Offer and the Merger, are fair to,
and in the best interests of, the holders of Shares, and has approved and
declared advisable the Offer, the Merger, the Merger Agreement and the
transactions contemplated thereby, approved the acquisition of the Shares by
Purchaser pursuant to the Offer and the other transactions contemplated by the
Merger Agreement and exempted the Merger Agreement and the transactions
contemplated thereby from the restrictions of Section 203 of the Delaware Law.
The Company's Board unanimously recommends that holders of Shares accept the
Offer and tender their Shares pursuant to the Offer.

(b) (i) BACKGROUND OF THE OFFER; CONTACTS WITH CSG.

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As an ongoing part of their growth strategies, CSG and CSFB from time to
time consider acquisition opportunities with respect to companies or assets that
would complement or expand their existing lines of business. In that regard,
during the winter of 1998, representatives of CSG informally contacted
representatives of AXA regarding AXA's possible interest in selling the Shares
owned by the AXA Entities as part of a transaction in which CSG would acquire
all of the outstanding Shares of the Company, but no substantive discussions
regarding such a transaction ensued. Subsequently, the Chief Executive Officers
of CFSB and the Company met several times on an informal basis. In addition,
from time to time the management of the Company, as part of its ongoing
consideration of the Company's various strategic alternatives, held exploratory
discussions with other financial institutions about possible strategic
alliances, including business combinations. In early August 2000,
representatives of CSFB, acting on behalf of CSG, again informally contacted
representatives of the Company to suggest that they explore the possibility of a
business combination between CSG and the Company.

On August 14, 2000, CSG and the Company entered into a confidentiality
agreement pursuant to which each of CSG and the Company agreed, among other
things, to maintain the confidentiality of certain nonpublic information
regarding the other provided to it in connection with their evaluation of a
possible business combination between CSG and the Company. On the same day,
representatives of CSFB, acting on behalf of CSG, met with senior officers and
representatives of the Company in New York City and discussed, among other
things, certain potential advantages of a possible business combination
involving CSG and the Company. At such meetings, representatives of CSFB and the
Company also discussed whether the AXA Entities and the Company would be
receptive to an acquisition proposal pursuant to which CSG would acquire all of
the Shares in exchange for consideration consisting of cash and shares of CSG,
it being understood that because shares of CSG had not previously been
registered under the U.S. federal securities laws, CSG shares would only be
issued to the AXA Entities as part of the consideration for the Shares owned by
the AXA Entities pursuant to an available exemption from the registration
requirements of the U.S. federal securities laws and that all other stockholders
of the Company would be entitled to receive cash consideration for their Shares.

Over the next two weeks, senior officers and representatives of CSFB met
with senior officers and representatives of the Company to continue the due
diligence investigation of the Company, and attended presentations made by
various officers of the Company regarding the Company and its various
businesses. During this period, additional meetings and conversations were held
between representatives of CSG and representatives of the Company to discuss
various aspects of their constituent businesses and certain implications of a
possible business combination between CSG and the Company. Toward the end of
this period, representatives of CSG and its legal counsel met with
representatives of the Company and the AXA Entities and their respective legal
counsel and financial advisors to conduct further due diligence and to discuss
the specific legal and financial terms of a possible business combination
involving CSG and the Company and the direct sale by the AXA Entities to CSG of
their Shares. Such discussions and negotiations continued through August 29,
2000. The AXA Entities ultimately agreed to receive a portion of the
consideration for their Shares in CSG Shares, despite their initial position
that they would prefer the same all cash consideration being paid to other
holders of Shares.

The Board of CSG met on August 28, 2000 and the Board of the Company met on
August 29, 2000. Each Board authorized representatives of its respective company
to enter into the Merger Agreement and, in the case of CSG, the Stock Purchase
Agreement, subject to the satisfactory negotiation of definitive forms of
agreements. At the meeting of the Company's Board held on August 29, 2000,
Mr. Joe Roby, the President and Chief Executive Officer of the Company, and the
Company's financial and legal advisors presented to the Company's Board the
terms of the proposed Merger Agreement and described the terms of the proposed
Stock Purchase Agreement and the employment arrangements that CSG would require
as a condition to agreeing to the transaction and

9
<PAGE>
discussed with the Company's Board the various business, financial and legal
issues relating to the transactions contemplated by these arrangements.
Mr. Roby described the background of the discussions concerning the proposed
transaction. The Company's financial advisor, Donaldson, Lufkin & Jenrette
Securities Corporation, a wholly owned subsidiary of the Company ("DLJSC"),
presented a detailed financial analysis of the proposed transaction and rendered
its opinion that, as of August 29, 2000, the $90.00 per Share cash consideration
to be received in the Offer and the Merger by holders of Shares other than the
AXA Entities was fair to such holders from a financial point of view. The
Company Board was also advised that, following negotiations with CSG and
considering the terms of the Stock Purchase Agreement that had been negotiated,
the AXA Entities had agreed to receive CSG Shares as a portion of the
consideration for their Shares, despite an initial preference for receiving the
same cash consideration proposed to be paid to the other holders of Shares. The
Company's legal advisors discussed with the Company's Board the applicable legal
standards and reviewed the terms of the transaction documents. After discussion
among the members of the Company's Board regarding the proposed transaction and
questions and answers by the directors and the Company's management and
advisors, the Company's Board unanimously approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, resolved
to recommend that holders of Shares accept the Offer tender their Shares in the
Offer and vote in favor of the Merger, and authorized Mr. Roby and Mr. Hamilton
James, Chairman of the Banking Group of the Company, to enter into employment
arrangements as requested by CSFB to become effective upon completion of the
Merger. Following the meeting, Mr. Lukas Muhlemann of CSG and Mr. Allen D. Wheat
of CSFB met informally with members of the Company's Board to discuss the
proposed transaction. On August 29, 2000, representatives of CSG and its counsel
met with representatives of the AXA Entities and the Company and their
respective counsel to finalize the terms and conditions of the Merger Agreement
and the Stock Purchase Agreement.

On August 29, 2000 and August 30, 2000, the Boards of the AXA Entities
approved and, to the extent required by applicable law, authorized their
respective representatives to execute the Stock Purchase Agreement. The
transaction was publicly announced on August 30, 2000. Contemporaneously with
the negotiation of the Merger Agreement and the Stock Purchase Agreement, at the
request of CSFB, Messrs. Roby and James agreed to enter into employment
agreements with CSFB to become effective upon the effectiveness of the Merger
and such agreements were executed at the same time as the Merger Agreement and
the Stock Purchase Agreement.

(ii) REASONS FOR THE RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS.

In making the determinations and recommendations set forth in paragraph (a)
above, the Company's Board considered a number of factors, including, without
limitation, the following:

1. the amount of consideration to be received by the holders of Shares pursuant
to the Offer, the Stock Purchase Agreement and the Merger;

2. the Company's prospects and anticipated competitive position if it were to
maintain its current ownership structure, including the risks and benefits
inherent in continuing to pursue its current strategy in an industry
environment marked by increasing competition and consolidation and the
accelerating trend among financial institutions toward larger scale and
broader product offerings, and the potential benefits of combining with a
larger, global firm;

3. the process leading to the Offer and the Merger and the possible
alternatives thereto, the range of possible benefits to the Company's
stockholders and other constituencies of such alternatives and the expected
timing and likelihood of accomplishing any of such alternatives;

4. information with regard to the financial condition, results of operations,
business and prospects of the Company, the regulatory approvals required to
consummate the Offer, the Stock Purchase

10
<PAGE>
Agreement and the Merger as well as current economic and market conditions
(including current conditions in the industry in which the Company is
engaged);

5. the historical and recent market prices of the Shares and the fact that the
Offer and the Merger will enable the holders of the Shares to realize a 47%
premium over the $61.125 closing price of the Shares on the New York Stock
Exchange, Inc. on August 25, 2000 (the Friday prior to the Company's Board
meeting at which the Company's Board approved the Merger Agreement) and an
81% premium over the $49.47 average price of the Shares for the 60 day
period up to and including August 25, 2000;

6. the financial analyses and presentations of DLJSC to the Company's Board on
August 29, 2000, and the opinion of DLJSC dated as of August 29, 2000, to
the effect that, as of the date of such opinion and based upon and subject
to certain matters stated in such opinion, the $90.00 per Share cash
consideration to be received by holders of Shares (other than the AXA
Entities) in the Offer and the Merger was fair, from a financial point of
view, to such holders. The full text of the opinion of DLJSC, which sets
forth the assumptions made, matters considered and limitations on the review
undertaken by DLJSC, is attached hereto as Annex A and is incorporated
herein by reference. DLJSC's opinion is directed only to the fairness, from
a financial point of view, of the consideration to be received in the Offer
and the Merger by holders of Shares and is not intended to constitute, and
does not constitute, a recommendation as to whether any stockholders should
tender Shares pursuant to the Offer. Holders of Shares are urged to read
such opinion carefully in its entirety;

7. the high likelihood that the proposed acquisition would be consummated, in
light of (a) the Stock Purchase Agreement pursuant to which the AXA
Entities, which beneficially own approximately 71% of the Shares, agreed to
sell such Shares to CSG, (b) the experience, reputation and financial
capabilities of CSG, and (c) the regulatory and shareholder approvals
required to consummate the transaction;

8. the terms of the Merger Agreement, including the parties' representations,
warranties and covenants and the conditions to their respective obligations;

9. the tax treatment of Company stockholders as a result of receiving the
merger consideration; and

10. the arrangements and agreements with respect to the Company's directors,
officers and employees described under Item 3 hereof;

11. the fact that it was then currently anticipated that the Company would
continue as a reporting company under the Exchange Act after the Merger and
that DLJdirect Common Stock and DLJ Series A and Series B Preferred Stock
would remain outstanding after the Merger.

The Company's Board did not find it practical to, and did not, assign
relative weights to the above factors or determine that any factor was of
special importance. Rather, the Company's Board viewed its position and
recommendations as being based on the totality of the information presented to
and considered by it. In addition, it is possible that different members of the
Company's Board assigned different weights to the various factors described
above.

(c) INTENT TO TENDER. Except for the AXA Entities (who have agreed under
the terms of the Stock Purchase Agreement not to tender their Shares), after
reasonable inquiry and to the best knowledge of the Company, each executive
officer, director, affiliate and subsidiary of the Company who owns Shares
intends to tender in the Offer all Shares that each such person owns of record
or beneficially other than Shares, if any, that they may have the right to
purchase by exercising stock options and Shares, if any, that if tendered would
cause them to incur liability under the short-swing profits provisions of the
U.S. federal securities laws.

11
<PAGE>
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

Except as described herein, neither the Company nor any person acting on its
behalf has employed, retained or compensated, or currently intends to employ,
retain or compensate, any person to make solicitations or recommendations to the
stockholders of the Company on its behalf with respect to the Offer or the
Merger.

The Company retained DLJSC as its financial advisor in connection with the
Offer and the Merger. Under the terms of DLJSC's engagement, the Company paid
DLJSC a fee of $1 million in connection with the delivery of the opinion of
DLJSC referred to in Item 4 and has agreed to pay an additional fee of
$19 million upon completion of the Merger. The Company has also agreed to
reimburse DLJSC for all out-of-pocket expenses, including reasonable fees and
expenses of counsel, that DLJSC incurs in connection with its engagement and to
indemnify DLJSC and related persons against specified liabilities in connection
with its engagement, including liabilities under U.S. federal securities laws.
As part of its investment banking business, DLJSC regularly engages in the
valuation of businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes. DLJSC has
performed investment banking and other services for the Company in the past and
has received compensation for its services. DLJSC is a wholly owned subsidiary
of the Company. Certain members of the board of directors and management of
DLJSC are also directors and members of the management of the Company,
participate in employment arrangements and employee and director benefit and
compensation plans of the Company and may have interests that are in addition
to, and may be different from, the interests of the holders of the Shares. The
Company's Board was aware of these facts in connection with its consideration of
DLJSC's opinion referred to in Item 4 and with its approval of the Offer and the
Merger and its recommendation to holders of Shares set forth herein. The
Company's Board relied on DLJSC's experience in providing advice in connection
with mergers and acquisitions and related transactions and did not believe there
was a need to retain another advisor in connection with the transactions
contemplated by the Merger Agreement, including the Offer and Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

No transactions in Shares have been effected during the past 60 days by the
Company or, to the knowledge of the Company, by any executive officer, director,
affiliate or subsidiary of the Company, other than the execution and delivery of
the Merger Agreement and the Stock Purchase Agreement.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Statement, the Company is not currently
undertaking or engaged in any negotiations in response to the Offer that relate
to (1) a tender offer for or other acquisition of the Company's securities by
the Company, any subsidiary of the Company or any other person; (2) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary of the Company; (3) a purchase, sale or
transfer of a material amount of assets of the Company or any subsidiary of the
Company; or (4) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company.

Except as set forth in this Statement, there are no transactions,
resolutions of the Company's Board, agreements in principle, or signed contracts
in response to the Offer that relate to one or more of the events referred to in
the preceding paragraph.

ITEM 8. ADDITIONAL INFORMATION.

The information contained in Sections 15 and 16 of the Offer to Purchase is
incorporated herein by reference.

12
<PAGE>
The Information Statement attached as Annex B to this Statement is being
furnished in connection with the possible designation by Purchaser, pursuant to
the terms of the Merger Agreement, of certain persons to be elected to the
Company's Board of Directors other than at a meeting of the Company's
stockholders.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

The following Exhibits are filed herewith:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------
<S> <C>
(a)(1) Letter to the stockholders of the Company, dated September
8, 2000.*

(a)(2) Sections 10, 14, 15 and 16 of the Offer to Purchase, dated
September 8, 2000 (incorporated by reference to Exhibit
(a)(1)(A) to the Schedule TO of Purchaser filed on
September 8, 2000).

(a)(3) Opinion of Donaldson, Lufkin & Jenrette Securities
Corporation, dated August 29, 2000 (included as Annex A to
this Statement).*

(a)(4) Press Release issued by the Company on August 30, 2000
(incorporated by reference to press release under cover of
Schedule 14D-9C filed by the Company on August 30, 2000).

(a)(5) Joint Press Release issued by Credit Suisse Group and the
Company on August 30, 2000 (incorporated by reference to
Exhibit 99.1 of the Schedule TO-C filed by Credit Suisse
Group on August 30, 2000).

(a)(6) Presentation to analysts on August 31, 2000 (incorporated by
reference to Exhibit 99.3 of the Schedule TO-C filed by
Credit Suisse Group on August 31, 2000).

(a)(7) Factsheets describing Donaldson, Lufkin & Jenrette, Inc.,
Credit Suisse First Boston, Inc. and Credit Suisse Group
(incorporated by reference to Exhibit 99.4 of the Schedule
TO-C filed by Credit Suisse Group on August 31, 2000).

(e)(1) Agreement and Plan of Merger, dated as of August 30, 2000,
among CSG, Purchaser and the Company (incorporated by
reference to Exhibit (d)(1) to the Schedule TO of Purchaser
filed on September 8, 2000).

(e)(2) Stock Purchase Agreement, dated as of August 30, 2000, among
CSG and the AXA Entities (incorporated by reference to
Exhibit (d)(2) to the Schedule TO of Purchaser filed on
September 8, 2000).

(e)(3) Information Statement of the Company, dated September 8,
2000 (included as Annex B hereto).*

(e)(4) Employment Agreement, dated as of August 30, 2000, between
Credit Suisse First Boston Corp. and Joe L. Roby.

(e)(5) Agreement, dated August 30, 2000, between Credit Suisse
First Boston Corp. and Hamilton E. James.
</TABLE>

------------------------

* Included with this Statement.

13
<PAGE>
SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

<TABLE>
<S> <C> <C>
DONALDSON, LUFKIN & JENRETTE, INC.

By: /s/ JOE L. ROBY
-----------------------------------------
Name: Joe L. Roby
Title: President and Chief Executive
Officer
</TABLE>

Dated: September 8, 2000
<PAGE>
ANNEX A

DONALDSON, LUFKIN & JENRETTE, INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
277 PARK AVENUE NEW YORK, NEW YORK 10172

August 29, 2000

Board of Directors
Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172

Dear Members of the Board of Directors:

You have requested our opinion as to the fairness from a financial point of
view to the stockholders of the series of common stock designated Donaldson,
Lufkin & Jenrette, Inc.--DLJ Common Stock (the "Company" and the "Company Common
Stock"), other than AXA, AXA Financial, Inc., AXA Participations Belgium and The
Equitable Life Assurance Society of the United States (the "Principal
Stockholders") of the consideration to be received by such stockholders pursuant
to the terms of the Agreement and Plan of Merger, to be dated as of August 30,
2000 (the "Agreement"), by and among Credit Suisse Group ("Credit Suisse"), the
Company and Diamond Acquisition Corp., a wholly owned subsidiary of Credit
Suisse.

Pursuant to the Agreement, Diamond Acquisition Corp. will commence a cash
tender offer (the "Offer") for outstanding shares of the Company Common Stock,
other than shares owned by the Principal Stockholders, at a price of $90.00 per
share. The Offer is to be followed by a merger (the "Merger") in which the
shares of Company Common Stock held by all stockholders, other than the
Principal Stockholders, who did not tender would be converted into the right to
receive $90.00 per share in cash. The shares held by the Principal Stockholders
will be acquired prior to the closing of the Merger by Credit Suisse for a mix
of cash and a fixed number of Credit Suisse shares valued at $90.00 per share.

In arriving at our opinion, we have reviewed the draft dated August 28, 2000
of the Agreement and the exhibits thereto. We also have reviewed financial and
other information that was publicly available or furnished to us by the Company
including information provided during discussions with management. In addition,
we have compared certain financial and securities data of the Company with
various other companies whose securities are traded in public markets, reviewed
the historical stock prices and trading volumes of the common stock of the
Company, reviewed prices and premiums paid in certain other business
combinations and conducted such other financial studies, analyses and
investigations as we deemed appropriate for purposes of this opinion.

A-1
<PAGE>
In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
us from public sources, that was provided to us by the Company, or that was
otherwise reviewed by us. We have not assumed any responsibility for making an
independent evaluation of any assets or liabilities or for making any
independent verification of any of the information reviewed by us. We have
relied as to certain legal matters on advice of counsel to the Company.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of,
the date of this letter. It should be understood that, although subsequent
developments may affect the conclusion reached in this opinion, we do not have
any obligation to update, revise or reaffirm this opinion.

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of businesses
and securities in connection with mergers, acquisitions, underwritings, sales
and distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. DLJ is a wholly-owned subsidiary of
the Company. DLJ has performed investment banking and other services for the
Company in the past and has been compensated for such services.

Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the consideration to be received by the stockholders of the
Company Common Stock in the Offer and the Merger, other than the Principal
Stockholders, pursuant to the Agreement is fair to such stockholders from a
financial point of view.

<TABLE>
<S> <C> <C>
Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: /s/ RICHARD J. BARRETT
-----------------------------------------
Richard J. Barrett
MANAGING DIRECTOR
</TABLE>

A-2
<PAGE>
ANNEX B

DONALDSON, LUFKIN & JENRETTE, INC.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement is being mailed on or about September 8, 2000 as
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Statement") of Donaldson, Lufkin & Jenrette, Inc. (the "Company"). You are
receiving this Information Statement in connection with the possible election of
persons designated by Diamond Acquisition Corp. ("Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Credit Suisse Group, a company
organized under the laws of Switzerland ("CSG"), to a majority of seats on the
Board of Directors of the Company (the "Board of Directors" or the "Board"). On
August 30, 2000, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Purchaser and CSG, pursuant to which Purchaser is
required to commence a tender offer to purchase all issued and outstanding
shares (the "Shares") of common stock of the series designated Donaldson,
Lufkin & Jenrette, Inc.--DLJ Common Stock, par value $0.10 per share, of the
Company (the "DLJ Common Stock"), at a price per Share of $90.00 (the "Offer
Price"), net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase, dated
September 8, 2000, and in the related Letter of Transmittal (which, together
with any amendments and supplements thereto, collectively constitute the
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal have
been mailed to holders of Shares and are filed as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule TO (as amended from time
to time, the "Schedule TO") filed by Purchaser with the Securities and Exchange
Commission (the "Commission") on September 8, 2000. The Merger Agreement
provides, among other things, that as promptly as practicable after the purchase
of Shares pursuant to the Offer and the satisfaction or, if permissible, waiver
of the other conditions set forth in the Merger Agreement and in accordance with
the relevant provisions of the Delaware General Corporation Law ("Delaware
Law"), Purchaser will be merged with and into the Company (the "Merger"). As a
result, the Company will continue as the surviving corporation (the "Surviving
Corporation") and will become an indirect subsidiary of CSG. At the effective
time of the Merger (the "Effective Time"), each Share issued and outstanding
immediately prior to the Effective Time (other than Shares held in the treasury
of the Company or by CSG or any of their wholly owned subsidiaries, which will
be cancelled, and other than Shares held by stockholders who will have demanded
and perfected appraisal rights under Delaware Law) will be cancelled and
converted automatically into the right to receive $90.00 in cash, or any higher
price that may be paid per Share in the Offer, without interest (the "Merger
Consideration"). Stockholders who demand and fully perfect appraisal rights
under Delaware Law will be entitled to receive, in connection with the Merger,
cash for the fair value of their Shares as determined pursuant to the procedures
prescribed by Delaware Law.

Simultaneously with the execution of the Merger Agreement, CSG has entered
into a Stock Purchase Agreement, dated as of August 30, 2000 (the "Stock
Purchase Agreement"), with AXA and its subsidiaries, AXA Financial, Inc.
("AXF"), The Equitable Life Assurance Society of the United States ("Equitable
Life") and AXA Participations Belgium ("AXA Belgium" and, together with AXA, AXF
and Equitable Life, the "AXA Entities") pursuant to which the AXA Entities have,
among other things, (i) agreed not to tender any of their Shares pursuant to the
Offer, (ii) agreed to sell all of the Shares owned by them to CSG, on the terms
and subject to the conditions of the Stock Purchase Agreement, and
(iii) granted an irrevocable proxy to CSG and each of its officers to vote and
take any actions with respect to all of the Shares owned by the AXA Entities at
any meeting of the stockholders

B-1
<PAGE>
of the Company or by written consent in lieu of any such meetings, against any
action, proposal, agreement or transaction that would result in a breach of any
covenant, obligation, agreement, representation or warranty of the Company under
the Merger Agreement or of the AXA Entities under the Stock Purchase Agreement,
or that could result in any of the conditions to the Company's obligations under
the Merger Agreement not being fulfilled, or that is intended, or could
reasonably be expected, to impede, interfere, delay, discourage or adversely
affect the Merger Agreement, the Offer, the Merger or the Stock Purchase
Agreement.

The Offer, the Merger, the Merger Agreement, and the Stock Purchase
Agreement are more fully described in the Statement, to which this Information
Statement forms Annex B, which was filed by the Company with the Commission on
September 8, 2000 and which is being mailed to holders of Shares along with this
Information Statement.

This Information Statement is being mailed to you in accordance with
Section 14(f) of the Securities Exchange Act of 1934 ("Exchange Act") and
Rule 14f-1 promulgated thereunder. The information set forth herein supplements
certain information set forth in the Statement. Information set forth herein
related to CSG, Purchaser or Purchaser Designees (as defined below) has been
provided by CSG. You are urged to read this Information Statement carefully. You
are not, however, required to take any action in connection with the matters set
forth herein.

Pursuant to the Merger Agreement, Purchaser commenced the Offer on September
8, 2000. The Offer is currently scheduled to expire at 12:00 midnight, New York
City time, on October 5, 2000, unless Purchaser extends it.

GENERAL

The DLJ Common Stock is the only class of equity securities of the Company
outstanding which is currently entitled to vote at a meeting of the stockholders
of the Company. As of the close of business on September 5, 2000, there were
128,381,958 outstanding shares of DLJ Common Stock, of which CSG and Purchaser
owned no Shares.

RIGHTS TO DESIGNATE DIRECTORS AND PURCHASER DESIGNEES

The Merger Agreement provides that, promptly upon the purchase of and
payment for Shares by Purchaser pursuant to the Offer and the closing of the
transactions contemplated by the Stock Purchase Agreement and from time to time
thereafter, Purchaser will be entitled to designate up to such number of
directors (the "Purchaser Designees"), rounded up to the next whole number, on
the Board as will give Purchaser representation on the Board equal to the
product of the total number of directors on the Board (giving effect to the
directors elected pursuant to this sentence) multiplied by the percentage that
the aggregate number of Shares beneficially owned by Purchaser or any affiliate
of Purchaser following such purchases bears to the total number of Shares then
outstanding.

The Merger Agreement provides that the Company will promptly take all
actions necessary to cause Purchaser Designees to be elected as directors of the
Company, including increasing the size of the Board or securing the resignations
of incumbent directors, or both. The Company will promptly take all actions
required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder to fulfill such obligations.

At such times, the Company will use its best efforts to cause Purchaser
Designees to constitute the same percentages as Purchaser Designees shall
constitute of the Board of (i) each committee of the Board, (ii) each board of
directors of each subsidiary of the Company, and (iii) each committee of each
such board, in each case only to the extent permitted by applicable law.
Notwithstanding the foregoing, until the Effective Time, the Company will use
its best efforts to ensure that (x) at least two members of the Board and each
committee of the Board and such boards and committees of the subsidiaries of

B-2
<PAGE>
the Company, as of the date of the Merger Agreement, who are not employees of
the Company will remain members of the Board of such board and committees and
(y) such number of members of the Board will be independent as required by the
relevant rules of the New York Stock Exchange, Inc.

Following the election of such Purchaser Designees, prior to the Effective
Time, any amendment of the Merger Agreement or the Certificate of Incorporation
or By-laws of the Company, any termination of the Merger Agreement by the
Company, any extension by the Company of the time for performance of any of the
obligations or other acts of CSG or Purchaser, or waiver of any of the Company's
rights under the Merger Agreement, will require the concurrence of a majority of
the directors of the Company then in office who neither were designated by
Purchaser nor are employees of the Company or any subsidiary of the Company.

The Purchaser Designees will be selected by Purchaser from among the
individuals listed below. Each of the following individuals has consented to
serve as a director of the Company if appointed or elected. None of the
Purchaser Designees currently is a director of, or holds any positions with, the
Company. The Purchaser has advised the Company that, to the best of Purchaser's
knowledge, except as set forth below, none of the Purchaser Designees or any of
their affiliates beneficially owns any equity securities or rights to acquire
any such securities of the Company, nor has any such person been involved in any
transaction with the Company or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Commission other than with respect to transactions between
Purchaser and the Company that have been described in the Schedule TO or the
Statement.

The name, age, citizenship, present principal occupation or employment and
five-year employment history of each of the individuals who may be selected as
Purchaser Designees are set forth below. Unless otherwise indicated, each such
person has held his or her present position as set forth below for the past five
years and each occupation refers to employment with CSG. Unless otherwise
indicated, each such person is a citizen of the United States, and the business
address of each person listed below is 11 Madison Avenue, New York, New York
10010.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
NAME, AGE AND ADDRESS POSITIONS HELD DURING THE PAST FIVE YEARS
--------------------- -----------------------------------------------------
<S> <C>
Richard E. Thornburgh, 48 Mr. Thornburgh has served as Vice Chairman of the
Executive Board and Chief Financial Officer of CSFB
since April 1999. Mr. Thornburgh is a member of the
Executive Board of CSG and from January 1997 to
April 1999, he served as Chief Financial Officer of
CSG. Mr. Thornburgh served as Chairman of the Board
of Credit Suisse Group Services from February 1997 to
May 1999 and has been a Managing Director at CSFB
since 1987.

Charles G. Ward, 48 Mr. Ward has served as President of CSFB since 1999.
He has been a member of the Executive Board and
Operating Committee of CSFB since February 1994. From
February 1994 to June 1994, Mr. Ward was Co-Head of
Investment Banking and Global Head of Investment
Banking from June 1994 to 1999.
</TABLE>

B-3
<PAGE>

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
NAME, AGE AND ADDRESS POSITIONS HELD DURING THE PAST FIVE YEARS
--------------------- -----------------------------------------------------
<S> <C>
Paul Calello, 39 Mr. Calello has served as the Head of Equity
Derivatives and Convertibles Unit of CSFB since 1995.
He has been a member of the Executive Committee of
CSFB since January 2000 and a member of the Operating
Committee since January 1997. Mr. Calello joined CSFB
in 1990 as a founding member of Credit Suisse
Financial Products ("CSFP") and served as head of
CSFP from 1994 to 1997. From 1998 to 1999,
Mr. Calello served as the Global Head of Commodities.
Mr. Calello has served as a Director of Long-Term
Capital Partners since September 1998.

Brady W. Dougan, 41 Mr. Dougan has served as the Global Head of Equities
of CSFB since February 1996. Mr. Dougan has served as
a member of the Executive Board and Operating
Committee of CSFB since February 1996. Prior to his
role as Global Head of Equities, since joining CSFB
in 1990, Mr. Dougan served as Co-Head of the CSFB
Global Debt Capital Markets Group and the Co-Head of
CSFP's marketing effort in the Americas.

James P. Healy, 49 Mr. Healy has served as Global Head of CSFB's
Emerging Markets Group since November 1998. From 1995
to 1998, Mr. Healy served as Head of the Credit
Suisse First Boston Relative Value and Arbitrage
Fund. From 1993 to 1995, Mr. Healy served as Co-Head
of CSFP and from 1990 to 1995, he was a Managing
Director of CSFP.

Stephen A.M. Hester, 39 Mr. Hester has served as the Head of the Fixed Income
Citizenship: United Kingdom Division of CSFB since June 2000 and as a member of
the Executive Board and Operating and Risk Management
Committees since 1996. Prior to his current position,
Mr. Hester served as Chief Financial Officer from
1996 to April 1999. From 1993 to 1996, Mr. Hester
served as Co-Head of European Investment Banking and
from 1991 to 1993, he served as Co-Head of European
Mergers and Acquisitions.

Trevor Price, 40 Mr. Price has served as a member of the Executive
One Cabot Square Board and the Operating Committee of CSFB since
London E14 4QJ May 2000. Mr. Price has been the Head of Developed
United Kingdom Markets Rates Business in the Fixed Income Division
of CSFB since May 2000. From November 1998 to
Citizenship: United Kingdom May 2000, he served as the Global Head of Interest
Rate Products in the Fixed Income Division of CSFB.
Mr. Price was a Managing Director in CSFP from
February 1991 to November 1998.
</TABLE>

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of August 31, 2000, except as
otherwise indicated, with respect to the beneficial ownership of the DLJ Common
Stock and DLJdirect Common Stock by (i) each director of the Company, (ii) each
of the Chief Executive Officer and the other four most

B-4
<PAGE>
highly compensated executive officers of the Company ("Named Executive
Officers"), (iii) all directors and executive officers of the Company as a
group, and (iv) each person who, to the best of the Company's knowledge,
beneficially owns more than five percent of any class of the Company's voting
securities. No such person owns more than 1.0% of DLJdirect Common Stock. Except
as otherwise indicated, persons listed below have sole voting and investment
power with respect to all shares held by them, except to the extent such power
may be shared with a spouse.

<S> <C> <C> <C>
DLJ
-------------------------------------------
CURRENT
BENEFICIAL OWNERSHIP (1)
------------------------------------------- DLJDIRECT
NUMBER OF NUMBER OF
SHARES PERCENT SHARES
------------------ ---------------------- ---------------
AXA (2)..................................................... 90,445,000 70.5% --
25 Avenue Matignon
75008 Paris, France
AXA Financial, Inc. (3)..................................... 88,608,333 69.1 --
1290 Avenue of the Americas
New York, New York 10104
The Equitable Life Assurance
Society of the United States (4).......................... 39,961,540 31.2 --
1290 Avenue of the Americas
New York, New York 10104
Joe L. Roby (5)............................................. 1,993,726 1.6 25,000
John S. Chalsty (6)......................................... 1,998,532 1.6 20,250
Anthony F. Daddino (7)...................................... 709,848 * 10,250
David DeLucia (8)........................................... 227,540 * 10,250
Hamilton E. James (9)....................................... 1,132,087 * 10,250
Edward J. Resch (10)........................................ 31,659 * 250
Stuart M. Robbins (11)...................................... 614,349 * 10,250
Michael A. Boyd (12)........................................ 123,376 * 1,250
Henri de Castries (13)...................................... 2,000 * 2,500
Denis Duverne (14).......................................... 2,000 * 2,500
Jane Mack Gould (15)........................................ 4,000 * 3,500
Louis Harris (16)........................................... 15,080 * 6,000
Michael Hegarty (17)........................................ 0 * 2,500
Henri G. Hottinguer (18).................................... 21,336 * 3,500
W. Edwin Jarmain (19)....................................... 27,248 * 3,500
Francis Jungers (20)........................................ 21,000 * 13,500
Edward D. Miller (21)....................................... 0 * 2,500
Stanley B. Tulin (22)....................................... 1,000 * 2,500
W.J. Sanders III (23)....................................... 19,810 * 10,000
John C. West (24)........................................... 35,100 * 3,500
All directors and executive officers as a group (25)........ 7,372,311 5.7 206,250
</TABLE>

------------------------

* Less than 1.0%.

(1) The table provides certain information regarding the beneficial ownership of
DLJ Common Stock and DLJdirect Common Stock by AXA, AXF, Equitable Life,
each of the Company's directors and all directors and executive officers as
a group.

(2) AXA is AXF's largest stockholder, beneficially owning as of August 31, 2000
approximately 60.3% of AXF's outstanding common stock. As of March 1, 2000,
a group of four French mutual

B-5
<PAGE>
insurance companies (the "Mutuelles AXA") owned, directly or indirectly
through various holding companies, approximately 23.3% of the issued shares
representing 36.7% of the voting power of AXA. For insurance regulatory
purposes, the shares of capital stock of AXF beneficially owned by AXA and
its subsidiaries have been deposited into a voting trust to ensure that
certain of the indirect minority shareholders of AXA do not exercise control
over AXF or certain of its insurance subsidiaries.

(3) The number listed includes shares of DLJ Common Stock beneficially owned by
AXF's wholly owned subsidiary, Equitable Life.

(4) The number listed includes shares of DLJ Common Stock beneficially owned
through its wholly owned subsidiary, Equitable Holdings, L.L.C.

(5) The Current Beneficial Ownership column for Mr. Roby includes 515,016 vested
restricted stock units and 1,448,384 option shares exercisable within
60 days. In addition, Mr. Roby beneficially owns 100,000 shares of common
stock of AXF, including 50,000 option shares exercisable within 60 days,
2,500 American Depositary Receipts ("ADRs") of AXA and 7,609 option shares
of AXA which are exercisable within 60 days.

(6) The Current Beneficial Ownership column for Mr. Chalsty includes 1,500
shares owned by Mr. Chalsty's wife, 712,552 vested restricted stock units
and 1,272,714 option shares exercisable within 60 days. In addition,
Mr. Chalsty beneficially owns 232,000 shares of common stock of AXF,
including 200,000 option shares exercisable within 60 days, 2,500 ADRs of
AXA and 15,218 option shares of AXA which are exercisable within 60 days.

(7) The Current Beneficial Ownership column for Mr. Daddino includes 212,347
vested restricted stock units and 436,548 option shares exercisable within
60 days. Mr. Daddino beneficially owns 200 shares of common stock of AXF
which are held in an insurance trust for the benefit of his wife and
children and also holds an option to purchase 100,000 shares of common stock
of AXF which is exercisable within 60 days.

(8) The Current Beneficial Ownership column for Mr. DeLucia includes 220,806
option shares exercisable within 60 days.

(9) The Current Beneficial Ownership column for Mr. James includes 725,372
option shares exercisable within 60 days and 32,279 shares held in his
account under the Company's 401(k) Retirement Savings Plan. Mr. James also
holds 1,000 ADRs of AXA.

(10) The Current Beneficial Ownership column for Mr. Resch includes 24,204
option shares exercisable within 60 days and 2,961 shares held in his
account under the Company's 401(k) Retirement Savings Plan.

(11) The Current Beneficial Ownership column for Mr. Robbins includes 435,224
option shares exercisable within 60 days.

(12) The Current Beneficial Ownership column for Mr. Boyd includes 79,544 option
shares exercisable within 60 days.

(13) Mr. de Castries also beneficially owns, as of August 29, 2000, 86,665
shares of common stock of AXF, all of which are option shares exercisable
within 60 days, as of March 1, 2000, 63,625 shares of common stock of AXA,
and 59,125 option shares of AXA which are exercisable within 60 days.

(14) Mr. Duverne also beneficially owns, as of March 1, 2000, 53,999 shares of
common stock of AXF, of which 4,000 are shares owned with his wife and
49,999 are option shares exercisable within 60 days. In addition,
Mr. Duverne beneficially owns, as of March 1, 2000, 15,000 shares of common
stock of AXA and 10,000 option shares exercisable within 60 days.

B-6
<PAGE>
(15) The Current Beneficial Ownership column for Ms. Gould includes 1,000 option
shares exercisable within 60 days. The DLJdirect column for Ms. Gould
includes 1,000 option shares exercisable within 60 days.

(16) The Current Beneficial Ownership column for Mr. Harris includes 9,000
option shares exercisable within 60 days. The DLJdirect column for
Mr. Harris includes 1,000 option shares exercisable within 60 days.

(17) As of August 29, 2000, Mr. Hegarty also beneficially owns 296,919 shares of
common stock of AXF, including 295,957 option shares exercisable within
60 days and, as of March 1, 2000, 3,750 option shares of AXA exercisable
within 60 days.

(18) The Current Beneficial Ownership column for Mr. Hottinguer includes 17,000
option shares exercisable within 60 days. The DLJdirect column for
Mr. Hottinguer includes 1,000 option shares exercisable within 60 days.

(19) The Current Beneficial Ownership column for Mr. Jarmain includes 17,000
option shares exercisable within 60 days. As of August 29, 2000,
Mr. Jarmain also beneficially owns 22,462 shares of common stock of AXF. The
DLJdirect column for Mr. Jarmain includes 1,000 option shares exercisable
within 60 days.

(20) The Current Beneficial Ownership column for Mr. Jungers includes 17,000
option shares exercisable within 60 days. The DLJdirect column includes 500
shares owned by Mr. Jungers' wife and 1,000 option shares exercisable within
60 days.

(21) Mr. Miller beneficially owns, as of August 29, 2000, 1,159,380 shares of
common stock of AXF, including 1,159,180 option shares exercisable within
60 days and, as of March 1, 2000, 12,500 option shares of AXA exercisable
within 60 days.

(22) The 1,000 shares shown are owned with his wife. Mr. Tulin also beneficially
owns, as of August 29, 2000, 331,700 shares of common stock of AXF,
including 305,781 option shares exercisable within 60 days. Of these shares
8,000 are owned with his wife. In addition, Mr. Tulin owns, as of March 1,
2000, 2,000 ADRs of AXA and 7,500 option shares of AXA which are exercisable
within 60 days.

(23) The Current Beneficial Ownership column for Mr. Sanders includes 17,000
option shares exercisable within 60 days.

(24) The Current Beneficial Ownership column for Mr. West includes 17,000 option
shares exercisable within 60 days. Of the DLJ Common Stock beneficially
owned by Mr. West, 9,600 shares are held on his behalf by a profit sharing
plan. In addition, 400 shares are owned directly by his wife, as to which
shares Mr. West disclaims beneficial ownership. The DLJdirect column for
Mr. West includes 1,000 option shares exercisable within 60 days.

(25) The Current Beneficial Ownership column includes 1,439,915 vested
restricted stock units and 5,034,194 option shares exercisable within
60 days. All directors and executive officers as a group also beneficially
own 2,384,444 shares of common stock of AXF, 181,827 shares of common stock
of AXA and 8,000 ADRs of AXA.

B-7
<PAGE>
BOARD OF DIRECTORS

At each annual meeting of stockholders, directors will be elected to serve
until the next succeeding annual meeting of the Company and until their
successors are elected and shall have qualified. Biographical information on
each director, including his or her age, follows:

JOE L. ROBY (61) was elected Chief Executive Officer of the Company in
February 1998 and has also served as President of the Company since
February 1996. He served as Chief Operating Officer of the Company from
November 1995 until February 1998. Previously, Mr. Roby had served as Chairman
of the Company's Banking Group since 1989. Mr. Roby joined the Company as a Vice
President in the Investment Banking Group in 1972 and became head of the group
in 1984. Mr. Roby has been a director of the Company since 1989. He is also a
director of Advanced Micro Devices, Inc. and Sybron International Corporation.

JOHN S. CHALSTY (66) was elected Chairman of the Board of the Company in
1996. Mr. Chalsty was Chief Executive Officer of the Company from 1986 until
February 1998, and also served as President of the Company from 1986 until 1996,
after having served as Chairman of the Company's Capital Markets Group for more
than two years. Mr. Chalsty joined the firm in 1969 as an oil analyst. He was
named Director of Research in 1971, was appointed head of the Investment Banking
Group in 1979, and was named Chairman of the Capital Markets Group in 1984.
Mr. Chalsty has been a director of the Company since 1971 and is also a director
of AXF, IBP, Inc., Occidental Petroleum Corporation and Sappi, Limited. He was a
member of the Executive Committee of AXA from January 1997 until January 2000.
From 1990 to 1994 he served as Vice Chairman of the New York Stock
Exchange, Inc.

ANTHONY F. DADDINO (59) was appointed Executive Vice President and Chief
Financial Officer of the Company in 1983 and also serves as Chairman of the
Finance Committee. Mr. Daddino has been a director of the Company since 1985. He
joined the Company in 1976 from the accounting firm of Peat, Marwick,
Mitchell & Co. where he was a Partner. He served as the Company's Chief
Accounting Officer and as a Group Managing Director prior to 1983. He is also a
director of International Commodities Export Corp.

DAVID DELUCIA (47) joined the Company in 1995 as a Managing Director and
Chief Operating Officer of the Fixed Income Division and became Head of that
division in 1997. Prior to that time he had been a Partner at Goldman, Sachs &
Co. from 1986 until 1995 in the fixed income division.

HAMILTON E. JAMES (49) was appointed Chairman of the Company's Banking Group
in 1995. Mr. James joined the Company as an Associate in the Investment Banking
Group in 1975 and since then has held various executive positions in the group
until his appointment as Chairman of the Banking Group. Mr. James has been a
director of the Company since 1996. He is also a director of Costco
Companies Inc.

STUART M. ROBBINS (56) was appointed Managing Director, Global Institutional
Equities, of the Company in 1995. Mr. Robbins joined the Company in 1984 as a
Vice President and Retail Industry Specialist. From 1987 until 1994 he was
Managing Director, Research and from 1994 until his appointment to his current
position he was a Managing Director and Co-Head, Institutional Equities.

HENRI DE CASTRIES (45) has been a director of the Company since 1993. Since
January 2000, Mr. de Castries has been Vice Chairman of the Management Board of
AXA. Since April 1998, Mr. de Castries has been Chairman of the Board of AXF and
since 1996 he has been Senior Executive Vice President Financial Services and
Life Insurance Activities of AXA. Prior thereto, Mr. de Castries was Executive
Vice President Financial Services and Life Insurance Activities from 1993 to
1996, General Secretary from 1991 to 1993 and Central Director of Finances from
1989 to 1991 of AXA. He is also a director or officer of various subsidiaries
and affiliates of the AXA Group. He has been a director of AXF since May 1994
and Equitable Life, a wholly owned subsidiary of AXF, since September 1993. He

B-8
<PAGE>
is also a director of Alliance Capital Management Corporation ("Alliance"), the
general partner of Alliance Capital Management L.P.

DENIS DUVERNE (46) has been a director of the Company since 1997.
Mr. Duverne is Group Executive Vice President-Finance, Control and Strategy of
AXA which he joined as Senior Vice President in 1995. Prior to that Mr. Duverne
was a member of the Executive Committee, Operations of Banque Colbert from 1992
to 1995. Mr. Duverne was Secretary General of Compagnie Financiere IBI from 1991
to 1992. Mr. Duverne worked for the French Ministry of Finance serving as Deputy
Assistant Secretary for Tax Policy from 1988 to 1991 and director of the
Corporate Taxes Department from 1986 to 1988. Mr. Duverne is a director of
Alliance and Equitable Life. He is also a director or officer of various
subsidiaries and affiliates of the AXA Group.

JANE MACK GOULD (61) has been a Senior Vice President and Portfolio Manager
of Alliance and its predecessors since 1969, after having joined that firm as a
research analyst in 1965.

LOUIS HARRIS (78) has been a director of the Company since 1995. Mr. Harris
has been an independent public opinion consultant since 1992. Prior thereto,
Mr. Harris was President of Louis Harris and Associates, Inc., an opinion
research company he founded in 1956. Mr. Harris had previously served on the
Board of Directors of the Company from 1971 to 1985 and had been an Advisory
Director of the Company from 1985 until his re-election to the Board in 1995.

MICHAEL HEGARTY (55) has been a director of the Company since May 1998.
Mr. Hegarty has been Senior Vice Chairman of AXF since November 1999 and Chief
Operating Officer of AXF since February 1998. He was Senior Executive Vice
President of AXF from January 1998 to April 1998. He has also been a director
and President of Equitable Life since January 1998 and Chief Operating Officer
since February 1998. From 1996 to 1997 he was Vice Chairman of Chase Manhattan
Corporation ("Chase"). Prior thereto, he was Vice Chairman (1995-1996) and
Senior Executive Vice President (1991-1995) of Chemical Bank, which merged with
Chase in 1996.

HENRI G. HOTTINGUER (65) has been a director of the Company since 1992. He
has been a partner of Hottinguer & Company since 1968 and he is also Chairman
and Chief Executive Officer of Banque Hottinguer and Societe Financiere pour le
Financement de Bureaux et d'Usines-Sofibus. Mr. Hottinguer is also Chairman of
the Supervisory Board of Credit Suisse Hottinguer, Vice President and Director
of Financiere Hottinguer, a director of Investissement Hottinguer S.A., AXA and
of various subsidiaries and affiliates of the AXA Group, representative of
Financiere SGTE at the Board of Schneider S.A., the Partner of Hottinguer & Cie
Zurich, Chairman of the Board of Hottinguer Capital Corp., and a director of
Swiss Helvetia Fund, Inc. and Hottinguer US Inc.

W. EDWIN JARMAIN (61) has been a director of the Company since 1992.
Mr. Jarmain is President of Jarmain Group Inc. (a private investment holding
company), a position he has held since 1979, and is also an officer and director
of several affiliated companies. He is also a director of AXF, Equitable Life,
Alliance Capital Management Corporation, AXA Insurance (Canada), Anglo Canada
General Insurance Company, AXA Pacific Insurance Company as well as an alternate
director of AXA Pacific Holdings Limited. From 1994 to 1998, Mr. Jarmain also
served as non-executive chairman and director of FCA International Ltd.

FRANCIS JUNGERS (73) has been a director of the Company since 1995.
Mr. Jungers is an independent consultant on energy and the Middle East and has
been so since 1978 when he retired as Chairman of the Board and Chief Executive
Officer of Arabian American Oil Company, an oil producing company with which
Mr. Jungers was associated for over thirty years. Mr. Jungers had previously
served on the Board of Directors of the Company from 1978 to 1985 and had been
an Advisory Director of the Company from 1985 until his re-election to the Board
in 1995. Mr. Jungers is also a director of the AES Corporation, Onix
Systems, Inc., Statia Terminals Inc. and Thermo Electron Corporation.

B-9
<PAGE>
EDWARD D. MILLER (59) has been a director of the Company since 1997.
Mr. Miller has been President, Chief Executive Officer and a director of AXF
since August 1997. He was President of Equitable Life from August 1997 to
January 1998 and has been a director and Chief Executive Officer since
August 1997 and Chairman since January 1998. He is also a Senior Executive Vice
President of AXA and has been a member of the Executive Committee of AXA since
September 1997. Mr. Miller was Senior Vice Chairman of Chase from 1995 to 1997,
and President of Chemical Bank (which merged into Chase in 1995) from 1994 to
1995 and its Vice Chairman from 1991 to 1994. He is currently a director of
Alliance and KeySpan Energy Corporation (formerly Brooklyn Union Gas Co.).

W.J. SANDERS III (63) has been a director of the Company since 1995.
Mr. Sanders is Chairman of the Board and Chief Executive Officer of Advanced
Micro Devices, Inc., a semiconductor manufacturer he founded in 1969.
Mr. Sanders had previously served on the Board of Directors of the Company from
1979 to 1985 and had been an Advisory Director of the Company from 1985 until
his re-election to the Board in 1995.

STANLEY B. TULIN (50) has been a director of the Company since 1997. He has
been Vice Chairman of AXF since 1999 and its Chief Financial Officer since
May 1997. He has been Director, Vice Chairman of the board, and Chief Financial
Officer of AXA Client Solutions, LLC since September 1999, Director, Chairman,
President and Chief Executive Officer of Equitable Capital Management LLC since
June 1997 and Director, Chairman, President and Chief Executive Officer of
ACMC, Inc. since July 1997. Mr. Tulin has been Vice Chairman and Director of
Equitable Life since February 1998, Senior Executive Vice President from 1996 to
February 1998 and Chief Financial Officer since 1996. Mr. Tulin was Chairman of
the Insurance Consulting and Actuarial practice, Coopers & Lybrand from 1988 to
1996 and a Principal of Milliman and Robertson, Inc. from 1971 to 1988. He is
currently a director of Alliance.

JOHN C. WEST (77) has been a director of the Company since 1995. Mr. West is
an attorney who has served as the United States Ambassador to the Kingdom of
Saudi Arabia and as Governor of the State of South Carolina. Mr. West had
previously served on the Board of Directors of the Company from 1981 to 1985 and
had been an Advisory Director of the Company from 1985 until his re-election to
the Board in 1995. Mr. West is Chairman of the Board of Seibels Bruce
Group, Inc. He is also Distinguished Professor of Middle East Studies at the
University of South Carolina.

DIRECTOR COMPENSATION

The Company's policy is not to pay compensation to directors who are also
employees of the Company, AXF or any affiliates of AXF. The Company's policy is
to pay independent directors an annual retainer of $25,000 plus $1,000 for each
Board Meeting attended and $500 for each meeting of a Committee of the Board
attended. Under the Company's 1996 Non-Employee Directors Stock Plan, on
November 21, 1996, April 16, 1997 and April 22, 1998 each non-employee director
was granted an option to purchase 8,000 shares of Common Stock. In 1999, that
plan was amended to provide that the number of shares for which annual grants
would be made is determined each year by the Board. For 1999, each non-employee
director was granted an option to purchase 4,000 shares of DLJ Common Stock. In
addition, each non-employee director was granted an option to purchase 4,000
shares of DLJdirect Common Stock under the DLJdirect 1999 Incentive Compensation
Plan. Each option has an exercise price equal to the fair market value of a
share of the stock as of the date of grant, will vest and be exercisable with
respect to one fourth of the covered shares on each of the first four
anniversaries of the date of grant and will have a ten-year term. Except for a
person whose service as a director is terminated for cause, after a person
ceases to be a director options remain exercisable for various periods,
depending on the reason for the termination.

B-10
<PAGE>
COMMITTEES OF THE BOARD

The Board of Directors has a standing Audit Committee and a standing
Compensation and Management Committee. The Company does not currently have a
standing nominating committee.

The Audit Committee currently consists of Messrs. Jungers (Chairman) and
Jarmain. Among other things, the Audit Committee makes recommendations to the
Board of Directors regarding the engagement of the Company's independent
auditors, reviews the plan, scope and results of the audit, reviews with the
auditors and management the Company's policies and procedures with respect to
internal accounting and financial controls and reviews changes in accounting
policy and the scope of the non-audit services which may be performed by the
Company's independent auditors.

The Compensation and Management Committee currently consists of
Messrs. West (Chairman), Harris and Jarmain. The Compensation and Management
Committee has primary responsibility for all aspects of executive officer
compensation and benefits, including salaries and grants and awards under the
Company's 1995 Restricted Stock Unit Plan, 1996 Stock Option Plan, 1996
Incentive Compensation Plan and the DLJDIRECT 1999 Incentive Compensation Plan.

1999 BOARD AND COMMITTEE MEETINGS

During 1999, the Board of Directors held five meetings, the Compensation and
Management Committee held five meetings and the Audit Committee held three
meetings. During 1999, each of the directors attended at least seventy-five
percent of the meetings of the Board of Directors or Committees held during the
period that he or she was a director.

EXECUTIVE OFFICERS

In addition to Joe L. Roby, John S. Chalsty and Anthony F. Daddino, who are
directors, the names, ages and experience of the executive officers of the
Company are as follows:

MICHAEL A. BOYD (63) was appointed Senior Vice President and General Counsel
in 1975. Mr. Boyd joined the Company in 1971 as an Associate General Counsel of
the Company and General Counsel of its then subsidiary Alliance Capital
Management Corporation.

EDWARD J. RESCH (48) was appointed Chief Accounting Officer in 1999.
Mr. Resch joined the Company in 1995 as Director of Internal Audit. Prior to
1999, Mr. Resch was Chief Financial Officer of the Company's Capital Markets
Group.

GATES H. HAWN (51) was appointed Chairman of the Financial Services Group in
1999. Mr. Hawn joined the Company in 1981 and has been responsible for the
Pershing Division of the Company since 1983.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires the Company's officers and
directors, and persons who are holders of more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4, and 5 with the Commission and the New York
Stock Exchange, Inc., and to furnish the Company with copies of these forms.
Based on its review of the copies of Forms 3, 4, and 5 submitted to the Company,
the Company believes that all the officers, directors, and persons who hold more
than ten percent of the DLJ Common Stock of the Company complied with all filing
requirements imposed by Section 16(a) of the Exchange Act during 1999.

B-11
<PAGE>
EXECUTIVE COMPENSATION AND BENEFIT PLANS

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company to its
Chief Executive Officer and the Named Executive Officers who were serving as
executive officers at the end of the fiscal year ended December 31, 1999.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- -----------------------
RESTRICTED OPTIONS/
NAME AND PRINCIPAL OTHER ANNUAL STOCK AWARDS SARS
POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($) ($)(2) (#)(3)
-------------------------- -------- --------- ----------- --------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Joe L. Roby 1999 $175,000 $12,500,000 $129,040(7) -- 500,000
President and Chief 1998 175,000 8,500,000 115,770(7) -- --
Executive Officer 1997 175,000 9,500,000 107,664(7) -- --

John S. Chalsty 1999 $225,000(6) $10,000,000 $127,628(8) -- --
Chairman 1998 500,000 8,000,000 159,931(8) -- --
1997 500,000 12,500,000 155,400(8) -- --

Anthony F. Daddino 1999 $175,000 $ 4,000,000 $ 17,603(9) -- 25,000
Executive Vice 1998 175,000 3,375,000 25,868(9) -- --
President and Chief 1997 175,000 3,750,000 25,201(9) -- --
Financial Officer

Michael A. Boyd 1999 $150,000 $ 900,000 $ 5,383(10) -- --
Senior Vice 1998 150,000 770,000 14,130(10) -- --
President and 1997 150,000 825,000 14,452(10) -- --
General Counsel

Edward J. Resch 1999 $145,000 $ 1,350,000 $ 5,896(11) -- 5,000
Senior Vice
President and Chief
Accounting Officer

<CAPTION>
LONG-TERM COMPENSATION
----------------------------
ALL OTHER
NAME AND PRINCIPAL LTIP COMPENSATION
POSITION PAYOUTS($)(4) ($)(5)
-------------------------- ------------- ------------
<S> <C> <C>
Joe L. Roby $ -- $161,235
President and Chief 2,559,098 237,429
Executive Officer 2,414,243 163,797
John S. Chalsty -- $436,368
Chairman -- 358,466
-- 369,886
Anthony F. Daddino $ -- $197,621
Executive Vice 1,933,127 210,019
President and Chief 1,823,705 193,093
Financial Officer
Michael A. Boyd $ -- $ --
Senior Vice 871,188 5,051
President and 821,876 --
General Counsel
Edward J. Resch $ -- $ 12,717
Senior Vice
President and Chief
Accounting Officer
</TABLE>

------------------------------

(1) Includes amounts contributed by each of the Named Executive Officers under
various deferred compensation plans maintained by the Company.

(2) In exchange for surrendering amounts accrued under certain multi-year
compensation arrangements maintained by the Company, each of the Named
Executive Officers received restricted stock units under the Company's 1995
Restricted Stock Unit Plan at the time of the Company's initial public
offering in October 1995 (the "Initial Public Offering"). Each restricted
stock unit represents the right to receive a share of Common Stock, subject
to certain conditions described below. Units awarded under the 1995
Restricted Stock Unit Plan fall into two categories: "Base Units" and
"Premium Units." Base Units vested 50% in February 1997 and February 1998.
Premium Units vest in three equal installments in each of February 1998,
February 1999 and February 2000. No dividends or dividend equivalents are
paid on the restricted stock units. As of December 31, 1999, the last day of
trading during the fiscal year ended December 31, 1999, the aggregate value
of the unvested restricted stock units, based on the average of the high and
low prices of Common Stock as reported on the New York Stock Exchange on
such date of $48.46875 was $2,481,697, $3,308,913, $1,378,742, $206,816 and
$197,122 for Messrs. Roby, Chalsty, Daddino, Boyd and Resch, respectively.

(3) The options shown for Mr. Roby for 1999 have an exercise price of $54.25, a
term of ten years, and become exercisable in four equal installments on
November 17, 2000, November 17, 2001, November 17, 2002 and November 17,
2003. The options shown for Mr. Daddino for 1999 have an exercise price of
$45.8125, a term of ten years, and become exercisable in four equal
installments, on January 20, 2000, January 20, 2001, January 20, 2002, and
January 20, 2003. The options shown for Mr. Resch for 1999 have an exercise
price of $41.125, a term of ten years, and become exercisable in four equal
installments on January 14, 2000, January 14, 2001, January 14, 2002 and
January 14, 2003. The Company's stock plans do not permit the granting of
stock appreciation rights ("SARs").

B-12
<PAGE>
(4) All amounts shown for 1998 reflect amounts earned under the Company's
1994-1996 Long Term Incentive Plan. The amounts shown for Mr. Roby in 1997
reflect payment of amounts earned under the Company's 1994-1996 Long Term
Incentive Plan and amounts previously earned under a prior multi-year bonus
program. The amounts shown for Mr. Daddino reflect payments made in 1998 and
1997 of amounts earned under the Company's 1994-1996 Long Term Incentive
Plan.

(5) Of the amounts shown in the table $161,235, $138,421 and $166,386 for 1999,
$153,178, $124,869 and $160,736 for 1998 and $163,797, $138,394 and $169,066
for 1997 reflect the value of premiums paid by the Company on behalf of
Messrs. Roby, Chalsty and Daddino, respectively, under split-dollar life
insurance policies. The amounts represent the present value of the interest
projected, on an actuarial basis, to accrue for the benefit of
Messrs. Roby, Chalsty and Daddino, respectively, on the portions of the
premiums paid by the Company in that year. In addition, $297,947, $31,235
and $12,717 is included for 1999 for Messrs. Chalsty, Daddino and Resch,
respectively, and $84,251, $233,597, $49,283 and $5,051 is included for 1998
for Messrs. Roby, Chalsty, Daddino and Boyd respectively and $231,492 and
$24,027 is included for 1997 for Messrs. Chalsty and Daddino, respectively
to reflect distributions in 1999, 1998 and 1997 in respect of units awarded
in prior years under a plan which allocated to the participants a portion of
the profits realized by the Company on certain investments.

(6) Effective February 17, 1999, Mr. Chalsty's salary is $175,000 per annum.

(7) Of the amounts shown in the table for Mr. Roby, $43,316, $51,246 and $28,547
reflect the use of transportation equipment provided by the Company in 1999,
1998 and 1997, respectively. In addition, $85,724, $64,524 and $79,117 of
the amounts shown reflect the value of financial planning services provided
on Mr. Roby's behalf by DLJ Asset Management Group, Inc. ("DLJAM") during
1999, 1998 and 1997, respectively.

(8) Of the amounts shown in the table for Mr. Chalsty, $17,845, $42,456 and
$18,804 reflect the use of transportation equipment provided by the Company
in 1999, 1998 and 1997, respectively. In addition, $13,783, $21,475 and
$40,596 of the amounts shown reflect the value of financial planning
services provided on his behalf by DLJAM during 1999, 1998 and 1997,
respectively, and $96,000, $96,000 and $96,000 of the amounts shown reflect
contributions by the Company toward the cost of an apartment for
Mr. Chalsty during 1999, 1998 and 1997, respectively.

(9) Of the amounts shown in the table for Mr. Daddino, $12,381, $21,291 and
$22,001 reflect the use of transportation equipment provided by the Company
in 1999, 1998 and 1997, respectively. In addition, $5,222, $4,577 and $3,200
of the amounts shown reflect the value of financial planning services
provided on Mr. Daddino's behalf by DLJAM during 1999, 1998 and 1997,
respectively.

(10) Of the amounts shown in the table for Mr. Boyd, $2,183, $10,930 and $11,252
reflect the use of transportation equipment in 1999, 1998 and 1997,
respectively. In addition, $3,200, $3,200 and $3,200 of the amounts shown
reflect the value of financial planning services provided on Mr. Boyd's
behalf by DLJAM during 1999, 1998 and 1997, respectively.

(11) The amounts shown for Mr. Resch reflect the use of transportation equipment
provided by the Company in 1999.

B-13
<PAGE>
STOCK OPTION TRANSACTIONS IN 1999

The following table sets forth certain information concerning stock options
granted on DLJ Common Stock during 1999 by the Company to Mr. Roby, Mr. Daddino
and Mr. Resch, the Named Executive Officers who received grants in 1999. The
hypothetical present value on date of grant shown below is presented pursuant to
the rules of the Commission and is calculated under the Modified Black-Scholes
Option Pricing Model. The actual before-tax amount, if any, realized upon the
exercise of a stock option will depend upon the excess, if any, of the market
price of the DLJ Common Stock over the exercise price per share of the stock
option at the time the stock option is exercised. There is no assurance that the
hypothetical present value of the stock option reflected in this table will be
realized.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE OR
UNDERLYING EMPLOYEES IN BASE PRICE GRANT DATE
NAME OPTIONS GRANTED(1) FISCAL YEAR (2) ($/SH) EXPIRATION DATE PRESENT VALUE ($)(3)
---- ------------------ --------------- ----------- --------------- --------------------
<S> <C> <C> <C> <C> <C>
Joe L. Roby........... 500,000 10.5% $ 54.25 11/16/2009 $7,758,584
Anthony F. Daddino.... 25,000 .5% 45.8125 1/19/2009 303,604
Edward J. Resch....... 5,000 .1% 41.125 1/13/2009 53,671
</TABLE>

------------------------

(1) The option to Mr. Roby was granted November 17, 1999 and becomes exercisable
in four equal installments on November 17, 2000, November 17, 2001,
November 17, 2002 and November 17, 2003. The option to Mr. Daddino was
granted on January 20, 1999 and becomes exercisable in four equal
installments on January 20, 2000, January 20, 2001, January 20, 2002, and
January 20, 2003. The option to Mr. Resch was granted on January 14, 1999
and becomes exercisable in four equal installments on January 14, 2000,
January 14, 2001, January 14, 2002 and January 14, 2003.

(2) The percentage shown is based on total option grants on DLJ Common Stock to
employees in 1999 of 4,760,175 shares. These options have exercise prices
ranging from $37.75 to $65.50.

(3) The hypothetical present value on grant date is calculated under the
Modified Black-Scholes Option Pricing Model, which is a mathematical formula
used to value options traded on stock exchanges. This formula considers a
number of factors in hypothesizing an option's present value. Factors used
to value the options granted include the stock's expected volatility rate of
33%, risk free rate of return (5.97%, 4.63% and 4.46% for the options of
Messrs. Roby, Daddino and Resch, respectively), dividend yield (.46%, .55%
and .61%, respectively), projected time of exercise (five years) and
projected risk of forfeiture rate for vesting period (25%).

B-14
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR (1999)
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
SHARES UNDERLYING UNEXERCISED MONEY OPTIONS AT
ACQUIRED VALUE REALIZED OPTIONS AT FY-END (#) FY-END ($)(1)
NAME ON EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Joe L. Roby........... -- -- 1,323,384/625,000 $45,262,752/4,027,344
John S. Chalsty....... -- -- 1,272,714/0 44,505,218/0
Anthony F. Daddino.... 100,000 $6,519,311 430,298/25,000 15,046,983/66,406
Michael A. Boyd....... -- -- 79,544/0 2,781,554/0
Edward J. Resch....... -- -- 17,954/15,000 422,829/181,406
</TABLE>

------------------------

(1) An "in-the-money option" is an option for which the market price of the
underlying DLJ Common Stock at year-end 1999 exceeds the exercise price of
the option. The value of unexercised, in-the-money options shown above is
based upon the difference between the exercise price of all options and
$48.46875, the average of the high and low prices of the DLJ Common Stock as
reported on the New York Stock Exchange on December 31, 1999, the last day
of trading during the fiscal year ended December 31, 1999. The actual
amount, if any, realized upon exercise of stock options will depend upon the
market price of the DLJ Common Stock relative to the exercise price per
share of the stock option at the time the stock option is exercised. There
is no assurance that the values of unexercised in-the-money stock options
reflected in this table will be realized.

CERTAIN DEFERRED COMPENSATION PLANS AND ARRANGEMENTS

Certain employees, including four of the Named Executive Officers, deferred
a portion of their 1983 or 1984 compensation in return for which the Company
agreed to pay each of them a specified annual benefit for 15 years beginning at
age 65. Benefits are based upon the participant's age and the amount deferred
and are calculated to yield an approximate 12.5% annual compound return. In the
event of the participant's disability or death, an equal or lesser amount is to
be paid to the participant or his beneficiary. After age 55, participants, the
sum of whose age and years of service is equal to or greater than 80, may elect
to have their benefits begin before age 65, in an actuarially reduced amount.
The Company has funded its obligations through the purchase of life insurance
policies. The table below shows as to the Named Executive Officers the estimated
annual benefit payable at age 65. Each of these individuals is fully vested in
the applicable benefit.

<TABLE>
<CAPTION>
ESTIMATED
NAME ANNUAL BENEFITS
---- ---------------
<S> <C>
Joe L. Roby................................................. $56,527
John S. Chalsty............................................. 47,053
Anthony F. Daddino.......................................... 107,313
Michael A. Boyd............................................. 75,369
</TABLE>

COMPENSATION AND MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation and Management Committee during the fiscal
year ended December 31, 1999 was an officer or employee of the Company.
Mr. Jarmain has been a director of AXF and Equitable Life since 1992. See
"Security Ownership by Certain Beneficial Owners and Management" and "Certain
Relationships and Related Transactions."

B-15
<PAGE>
COMPENSATION AND MANAGEMENT COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Management Committee of the Board of Directors (for the
purposes of this report, the "Committee") is composed entirely of independent
outside directors, none of whom is a current officer or employee of the Company
or its subsidiaries. The Committee is responsible for the establishment of
policies governing and for the implementation, administration and interpretation
of all aspects of executive officer compensation, which includes base salary,
short term performance incentives, long term performance incentives and equity
based incentives. The Committee reviews the compensation of executive officers
on an ongoing basis, developing and executing cost and tax-effective plans with
the following objectives:

-- Support the Company's business strategies and goals,

-- Attract and retain the highest caliber executive officers by providing
compensation opportunities comparable to those offered by other leading
financial services firms with whom the Company competes for business and
talent,

-- Motivate high performance in an entrepreneurial incentive-driven culture,

-- Closely align executive officers' interests with stockholders' interests,
and

-- Reward results achieved in the short term and in the long term creation
of shareholder value.

The compensation policy of the Company is to base total compensation on
performance. By virtue of the Company's establishment of relatively low fixed
base compensation and highly-leveraged incentive opportunities, total
compensation will vary directly with the financial results of the Company and
the total returns to its stockholders, and may exceed the 75th percentile for
superior performance.

The Committee was established immediately prior to the Company's Initial
Public Offering. As such, the Committee is administering certain plans that were
approved and in place prior to its establishment. The Committee views such plans
as appropriate and supportive of the policies and objectives discussed above.

In its deliberations, the Committee utilizes the services of an independent
consulting firm with expertise in executive compensation among financial
services firms, as well as historical marketplace survey data. For 1999, the
survey data reviewed in setting compensation levels for executive officers are
based on a group of nine firms. Of these firms, six are included in the Peer
Group Index used for the Common Stock Performance graph set forth below. See
"Common Stock Performance--DLJ Common Stock." The firms not included in the Peer
Group Index are either not publicly traded or owned, or have a mix of businesses
not representative of the Company on an overall basis, although various segments
are comparable to certain divisions of the Company.

It is the intention of the Committee that executive officer compensation be
determined and administered on the basis of total compensation, rather than
based on separate free-standing components. In keeping with the Company's policy
of sustaining its entrepreneurial incentive-driven culture, no Company-paid
retirement benefits are provided to executive officers.

The total compensation program for executive officers established by the
Committee is comprehensive and integrated to include salary, short term and long
term performance incentives, and equity-based incentives.

SALARY

Salaries are generally significantly below median for similar positions
within the financial services industry. Salaries are reviewed annually by the
Committee for appropriateness in consideration of the Company's compensation
policy, marketplace practice, the Company's financial results, individual
position responsibilities and performance.

B-16
<PAGE>
SHORT TERM AND LONG TERM PERFORMANCE INCENTIVES

1996 INCENTIVE COMPENSATION PLAN. The 1996 Incentive Compensation Plan,
which is administered by the Committee, provides for the award of short term and
long term incentives based on Company profitability. At the beginning of each
performance period, each executive officer is assigned an interest in one or
more award pools. After completion of each performance period, the Committee
evaluates the performance of each executive officer based on the criteria
discussed below and, in its sole and absolute discretion, may reduce or increase
awards, except that the Committee may only reduce and may not increase an award
to a current Named Executive Officer. Awards may be paid in cash, stock-based
payments, or any combination thereof.

SHORT TERM PERFORMANCE INCENTIVES. Aggregate short term incentive
compensation awards are based primarily on the Company's profitability over a
one or two year period. Individual awards are based on an assessment of
individual, business unit, and Company performance.

In assessing such performance, the Committee evaluates a number of
quantitative and qualitative factors without assigning weights and considers
absolute and relative results achieved and strategic progress during the prior
one or two years, as well as over a period of years. Such performance is
evaluated by comparisons to prior years, peer companies and overall industry
performance. Factors considered may include the quality, consistency and level
of earnings, growth, return on equity, cost control and margins, as well as the
services rendered and value added to clients of the Company.

With regard to 1999, pre-tax profits increased 58.8% from 1998 reflecting
the strongest performance in the Company's history, and awards to most executive
officers were increased from prior year levels in recognition of this
performance and competitive pay levels.

LONG TERM PERFORMANCE INCENTIVES. Long term performance incentives are
generally based on the Company's adjusted cumulative net income and return on
equity over a period of three years or longer. Such incentives are designed to
strengthen the coincidence of interest of executive officers and the Company's
shareholders in the long term growth of enterprise value, as well as to
encourage retention among key managers of the Company through vesting and
competitive compensation opportunities.

The number of units awarded to each executive officer is subject to annual
review and reflects their individual performance, responsibility level, and
potential impact on the long term financial results of the Company. Awards of
units have been made under the Company's 1997-1999 Long Term Incentive ("LTI")
Plan for the 1997-1999 performance period.

EQUITY BASED INCENTIVES

-- 1995 RESTRICTED STOCK UNIT PLAN. Executive officers were granted
restricted stock units in 1995 under the 1995 Restricted Stock Unit Plan.
These grants were made to executive officers in exchange for reduction in
the value of their interests in the 1991 or 1994 LTI Plan. Restricted
stock units granted in 1995 became fully vested in February 2000. No
executive officer received a restricted stock unit grant in 1999.

-- 1995 STOCK OPTION PLAN. Executive officers were granted options to
purchase shares of Common Stock under the 1995 Stock Option Plan. These
grants were made to executive officers in exchange for reduction in the
value of their interests in the 1991 or 1994 LTI Plan. Options granted
under the 1995 Stock Option Plan became fully vested in 1998. No further
grants will be made under this plan which has been replaced by the 1996
Stock Option Plan, as discussed below.

The value of restricted stock units and stock options awarded under the
1995 Restricted Stock Unit Plan and the 1995 Stock Option Plan may be
realized only after vesting and will depend on the market value of the
Company's Common Stock in the future. Thus, the ultimate value

B-17
<PAGE>
of such restricted stock unit and stock option awards will provide a
continuing incentive to executive officers for the creation of
shareholder value.

-- 1996 STOCK OPTION PLAN. At the 1996 Annual Meeting stockholders approved
the 1996 Stock Option Plan which is administered by the Committee and
provides for the award of stock options to employees of the Company.

-- DLJDIRECT 1999 INCENTIVE COMPENSATION PLAN. At the 1999 Special Meeting
stockholders approved the DLJDIRECT 1999 Incentive Compensation Plan
which is administered by the Committee and provides for the award of
stock options and other equity-based awards as well as annual cash
incentive and performance awards to employees and directors of the
Company.

The Committee does not consider stock holdings, prior option or stock grants,
prior long term performance incentive awards or the appreciation thereon when
making future option, stock and long term performance incentive award
determinations.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Both the quantitative and qualitative criteria referenced above are applied
in assessing the performance and determining the compensation of the Chief
Executive Officer, who participates in the Company's executive compensation
program on the same basis as all other executive officers.

In setting the 1999 total compensation of Mr. Roby, the Chief Executive
Officer, the Committee took into account the annual and long-term performance of
the Company under his leadership and its strategic progress, all of which were
viewed as outstanding and reflected in the results realized by the Company in
1999.

1999 was a year of high performance for the Company. Net income was the
strongest ever in the Company's forty-year history. The Company earned a record
$600.7 million, 62% greater than 1998 net income of $370.9 million. Total
revenues rose 32% to a record $7.1 billion, and net revenues rose 41% to
$5.6 billion, as the Company significantly expanded the market share of major
components of its investment banking businesses. In addition, the Company
undertook a successful public offering of DLJdirect stock which tracks
separately the performance of the Company's existing on-line discount brokerage
and related investment services business.

In consideration of these outstanding results, the Chief Executive Officer
received an annual incentive award of $12.5 million for 1999. This represented a
47% increase from his 1998 annual incentive award. His salary of $175,000 was
last increased in 1987. Mr. Roby also received an option grant on 500,000 shares
in 1999 in recognition of his promotion to Chief Executive Officer in 1998 and
the superior results achieved in 1999. The option becomes exercisable in four
equal installments through 2003.

The Committee believes that the total compensation of the Chief Executive
Officer is appropriate relative to his performance, the performance of the
Company and the compensation of other heads of high-performing investment firms.

TAX CONSIDERATION

The Committee's policy is to preserve corporate tax deductions while
maintaining the flexibility to approve compensation arrangements that it deems
to be in the best interests of the Company and its stockholders, but which may
not always qualify for full tax deductibility.

Compensation and Management Committee
LOUIS HARRIS
W. EDWIN JARMAIN
JOHN C. WEST, CHAIRMAN

B-18
<PAGE>
COMMON STOCK PERFORMANCE--DLJ COMMON STOCK

The following chart compares the cumulative total return on stockholder
investment in DLJ Common Stock since the Company's public offering date
(October 24, 1995) with that of the Standard & Poor's 500 and a Peer Group
Index. All indices include the reinvestment of dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
10/24/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Donaldson, Lufkin &Jenrette, Inc. $100.00 $115.74 $122.94 $274.20 $284.53 $337.37
New Peer Group $100.00 $94.22 $146.36 $262.97 $278.30 $506.94
Old Peer Group $100.00 $96.74 $141.64 $246.09 $276.04 $539.51
S&P 500 $100.00 $111.20 $130.81 $174.44 $224.29 $271.48
</TABLE>

<TABLE>
<CAPTION>
COMPOUND
ANNUAL
10/24/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN RATE
-------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette,
Inc............................... $100.00 $115.74 $122.94 $274.20 $284.53 $337.37 33.8%
New Peer Group*..................... $100.00 $ 94.22 $146.36 $262.97 $278.30 $506.94 47.4%
Old Peer Group**.................... $100.00 $ 96.74 $141.64 $246.09 $276.04 $539.51 49.7%
S&P 500............................. $100.00 $111.20 $130.81 $174.44 $224.29 $271.48 27.0%
</TABLE>

------------------------

* New peer group includes Bear Stearns Companies, Goldman Sachs Group Inc.,
Lehman Brothers Holdings, Merrill Lynch & Co., Inc., Morgan Stanley Group
(10/24/95 - 5/30/97), Morgan Stanley Dean Witter & Co. (6/1/97 - 12/31/99)
and Paine Webber Group Inc. Assumes conversion of Morgan Stanley Group
shares into Morgan Stanley Dean Witter & Co. on 6/1/97.

** Old peer group includes Bear Stearns Companies, Lehman Brothers Holdings,
Morgan Stanley Group (10/24/95 - 5/30/97) and Morgan Stanley Dean Witter &
Co. (6/1/97-12/31/99). Assumes conversion of Morgan Stanley Group shares
into Morgan Stanley Dean Witter & Co. on 6/1/97.

B-19
<PAGE>
COMMON STOCK PERFORMANCE--DLJDIRECT COMMON STOCK

The following chart compares the cumulative total return on stockholder
investment in DLJdirect Common Stock since its issue date (May 26, 1999) with
that of the Standard & Poor's 500 and a Peer Group Index. All indices include
the reinvestment of dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
DLJDIRECT PEER GROUP* S&P 500
<S> <C> <C> <C>
5/26/99 $100.00 $100.00 $100.00
12/32/99 $67.82 $69.16 $115.26
</TABLE>

<TABLE>
<CAPTION>
COMPOUND
ANNUAL
RETURN
5/26/99 12/31/99 RATE
-------- -------- --------
<S> <C> <C> <C>
DLJdirect........................................ $100.00 $67.82 -47.8%
Peer Group*...................................... 100.00 69.16 -46.1%
S&P 500.......................................... 100.00 115.26 26.8%
</TABLE>

------------------------

* Peer group includes Ameritrade Holding Corporation, E*Trade Group, Inc.,
Investment Technology Group, J.B. Oxford Holdings, Inc., Knight/Trimark
Group, Inc., National Discount Brokers and TD Waterhouse Group.

B-20
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REGISTRATION RIGHTS AND INDEMNIFICATION AGREEMENT

Under a Registration Rights and Indemnification Agreement between the
Company and AXF, the Company has granted AXF the right to require the Company to
register shares of DLJ Common Stock held by AXF for sale in accordance with
AXF's intended method of disposition thereof (a "demand registration"). AXF may
require up to six such demand registrations, with no more than one every six
months. Additionally, the Company has granted to AXF the right subject to
certain exceptions to participate in registrations of DLJ Common Stock initiated
by the Company on its own behalf or on behalf of its stockholders (a "piggy-back
registration"). The Company is required to pay expenses (other than underwriting
discounts and commissions) incurred by AXF in connection with the demand and
piggy-back registrations. Subject to certain limitations specified in the
Registration Rights and Indemnification Agreement, AXF's registration rights are
assignable to third parties. The Registration Rights and Indemnification
Agreement provides for indemnification and contribution by the Company for the
benefit of AXF and permitted assigns and their related persons relating to the
demand and piggy-back registrations. In addition, such Agreement provides for
indemnification and contribution by the Company for the benefit of AXF and its
related persons with respect to other securities offerings by the Company and
financial and other information provided by the Company to AXF and in Exchange
Act reports.

TAX SHARING AGREEMENTS

The Company was included in AXF's consolidated tax group for Federal income
tax purposes through December 31, 1996. In connection with the Initial Public
Offering, the Company and AXF entered into a Federal income tax sharing
agreement (the "Federal Income Tax Sharing Agreement"). Pursuant to the Federal
Income Tax Sharing Agreement, the Company and AXF generally make payments
between them such that, with respect to any period in which the Company was a
member of AXF's consolidated tax group for Federal income tax purposes (a
"Pre-Deconsolidation Period"), the amount of Federal income taxes to be paid by
the Company will be determined as though the Company were to file for such
period and all prior periods separate Federal income tax returns (generally
including any amounts determined to be due as a result of a redetermination of
the Federal income tax liability of the AXF consolidated group arising from an
audit or otherwise) as the common parent of an affiliated group of corporations
filing a consolidated return rather than being a consolidated subsidiary of AXF.
The Company is also entitled to receive certain payments from AXF in respect of
carrybacks of tax assets, if any, of the Company, determined on a separate
return basis, arising in a Pre-Deconsolidation Period beginning after the
completion of the Initial Public Offering. The amount of any such payment will
generally be determined, in the case of a carryback to a Pre-Deconsolidation
Period ending on or before the completion of the Initial Public Offering, by the
actual tax benefit received by the AXF consolidated group from such carryback,
or, in the case of a carryback to any Pre-Deconsolidation Period beginning after
the completion of the Initial Public Offering, by the benefit that the Company
would have received from such carryback on a separate return basis.

With respect to the period the Company was a part of the AXF consolidated
group, AXF continues to have all the rights of a common parent of a consolidated
group, will be the sole and exclusive agent for the Company in any and all
matters related to the Federal income tax liability of the Company and will be
responsible for the preparation and filing of consolidated Federal income tax
returns. In addition, each member of a consolidated group for Federal income tax
purposes is jointly and severally liable for the Federal income tax liability of
each other member of its consolidated group. Accordingly, under the Federal
Income Tax Sharing Agreement, AXF has agreed to indemnify the Company against
such liabilities to the extent that they relate to the Federal income tax
liability of the AXF consolidated group for periods that the Company is included
in the AXF consolidated group, except to the extent attributable to the Company.

B-21
<PAGE>
The Federal Income Tax Sharing Agreement also contains provisions in respect
of certain Federal income tax matters relating to a carryback of a tax asset, if
any, of the Company from a period beginning on or after the date on which the
Company ceases to be eligible for inclusion in AXF's consolidated group (a
"Post-Deconsolidation Period") to a Pre-Deconsolidation Period. Under the
Federal Income Tax Sharing Agreement, (i) the Company will agree to forego the
carryback of any net operating losses to a Pre-Deconsolidation Period unless AXF
consents to such carryback, which consent shall not be unreasonably withheld,
and (ii) the Company may be entitled to receive certain payments from AXF in
respect of any tax assets carried back to Pre-Deconsolidation Periods.

The Company also filed combined, consolidated or unitary income tax returns
with ACMC, Inc. ("ACMC"), an indirect wholly owned subsidiary of AXF, in certain
states and localities for periods through December 31, 1996. The Company and
ACMC have entered into a tax sharing agreement (the "State Tax Sharing
Agreement"), pursuant to which the Company and ACMC have agreed that with
respect to any period in which the Company and ACMC have filed or file a
combined, consolidated or unitary income tax return in a state or local taxing
jurisdiction, the amount of combined, consolidated or unitary income taxes to be
paid by ACMC will be determined as though ACMC were to file for such period and
all prior periods separate income tax returns with respect to such state or
local taxing jurisdiction. The Company has agreed to indemnify ACMC against any
combined, consolidated or unitary income taxes for periods in which the Company
files combined, consolidated or unitary income tax returns with ACMC, except to
the extent attributable to ACMC.

EMPLOYEES' SECURITIES COMPANY

Selected employees of the Company, including executive officers, are offered
the opportunity to become members of the DLJ First ESC L.P. and DLJ ESC II L.P.
(the "ESCs"), investment vehicles which qualify as "employees' securities
companies" for purposes of the Investment Company Act of 1940, as amended. The
ESCs invest in the Company's merchant banking portfolio companies, typically
acquiring between 30% and 40% of the Company's investment in such companies. The
amounts invested by members are augmented in the ratio of 4:1 by a combination
of recourse loans from the Company and preferred contributions to the ESC by the
Company which have a capped return equal to the prime rate plus 1 3/4%, each of
which is repaid to the Company upon realization of the applicable portfolio
investments.

Amounts invested in the ESCs by each of the Company's executive officers for
1999 are set forth below:

<TABLE>
<CAPTION>
YEAR ENDED
NAME DECEMBER 31, 1999
---- -----------------
<S> <C>
Joe L. Roby................................................. $300,000
John S. Chalsty............................................. 240,000
Michael A. Boyd............................................. 20,000
Anthony F. Daddino.......................................... 110,000
David DeLucia............................................... 105,000
Gates H. Hawn............................................... 60,000
Hamilton E. James........................................... 477,000
Edward J. Resch............................................. 20,000
Stuart M. Robbins........................................... 105,000
</TABLE>

B-22
<PAGE>
The amount of loans made to the Company's executive officers and preferred
contributions made in the ESCs by the Company on behalf of the Company's
executive officers for 1999, as well as the amount of such loans outstanding for
the year December 31, 1999, are set forth below:

<TABLE>
<CAPTION>
LOANS AND PREFERRED
LOANS AND PREFERRED CONTRIBUTIONS
CONTRIBUTIONS OUTSTANDING
YEAR ENDED FOR THE YEAR ENDED
NAME DECEMBER 31, 1999 DECEMBER 31, 1999
---- ------------------- -------------------
<S> <C> <C>
Joe L. Roby............................... $1,304,000 $2,841,000
John S. Chalsty........................... 1,156,000 2,473,000
Michael A. Boyd........................... 85,000 189,000
Anthony F. Daddino........................ 509,000 1,129,000
David DeLucia............................. 441,000 1,019,000
Gates H. Hawn............................. 290,000 620,000
Hamilton E. James......................... 1,989,000 5,005,000
Edward J. Resch........................... 80,000 201,000
Stuart M. Robbins......................... 447,000 953,000
</TABLE>

DLJ FUND INVESTMENT PARTNERS, L.P.

Selected employees of the Company, including certain executive officers, are
limited partners of DLJ Fund Investment Partners, L.P. ("FIP"), an investment
vehicle organized to allow these employees to invest on a leveraged basis in
funds and other investment vehicles sponsored by certain of the Company's
clients and potential clients and on a co-investment basis in transactions in
which the Company's clients also invest. Amounts invested by the limited
partners are augmented in the ratio of 2:1 by preferred contributions to FIP by
the Company which have a capped return equal to the prime rate plus 1 3/4%.

Amounts committed to FIP by each of the Company's executive officers are set
forth below:

<TABLE>
<CAPTION>
NAME AT DECEMBER 31, 1999
---- --------------------
<S> <C>
Joe L. Roby............................................... $2,000,000
John S. Chalsty........................................... 2,000,000
Michael A. Boyd........................................... -0-
Anthony F. Daddino........................................ 500,000
David DeLucia............................................. -0-
Gates H. Hawn............................................. 500,000
Hamilton E. James......................................... 2,000,000
Edward J. Resch........................................... -0-
Stuart M. Robbins......................................... 500,000
</TABLE>

B-23
<PAGE>
The amounts of preferred contributions made to FIP by the Company on behalf
of each of the Company's executive officers in 1999 as well as the loan balances
outstanding at December 31, 1999 are set forth below:

<TABLE>
<CAPTION>
PREFERRED
PREFERRED CONTRIBUTIONS
CONTRIBUTIONS OUTSTANDING
YEAR ENDED FOR YEAR ENDED
NAME DECEMBER 31, 1999 DECEMBER 31, 1999
---- ----------------- -----------------
<S> <C> <C>
Joe L. Roby................................. $666,000 $1,449,000
John S. Chalsty............................. 666,000 1,449,000
Michael A. Boyd............................. -0- -0-
Anthony F. Daddino.......................... 167,000 362,000
David DeLucia............................... -0- -0-
Gates H. Hawn............................... 167,000 362,000
Hamilton E. James........................... 666,000 1,449,000
Edward J. Resch............................. -0- -0-
Stuart M. Robbins........................... 167,000 362,000
</TABLE>

DLJ FUND INVESTMENT PARTNERS II, L.P.

Selected employees of the Company, including certain executive officers, are
limited partners of DLJ Fund Investment Partners II, L.P. ("FIP II"), an
investment vehicle organized to allow these employees to invest on a leveraged
basis in funds and other investment vehicles in the alternative investment
arena. Amounts invested by the limited partners are augmented in the ratio of
1:1 by non-recourse loans to FIP II by the Company which have a capped return
equal to the prime rate plus 1 3/4%.

Amounts committed to FIP II by each of the Company's executive officers are
set forth below:

<TABLE>
<CAPTION>
NAME AT DECEMBER 31, 1999
---- --------------------
<S> <C>
Joe L. Roby............................................... $1,000,000
John S. Chalsty........................................... -0-
Michael A. Boyd........................................... 250,000
Anthony F. Daddino........................................ -0-
David DeLucia............................................. -0-
Gates H. Hawn............................................. 500,000
Hamilton E. James......................................... 2,000,000
Edward J. Resch........................................... -0-
Stuart M. Robbins......................................... -0-
</TABLE>

The amounts of non-recourse loans made to FIP II by the Company on behalf of
each of the Company's executive officers for 1999 as well as the loan balances
outstanding for the year ended December 31, 1999 are set forth below:

<TABLE>
<CAPTION>
NON-RECOURSE LOANS
NON-RECOURSE LOANS OUTSTANDING FOR
YEAR ENDED YEAR ENDED
NAME DECEMBER 31, 1999 DECEMBER 31, 1999
---- ------------------ ------------------
<S> <C> <C>
Joe L. Roby............................... $338,000 $405,000
John S. Chalsty........................... -0- -0-
Michael A. Boyd........................... 85,000 101,000
Anthony F. Daddino........................ -0- -0-
David DeLucia............................. -0- -0-
Gates H. Hawn............................. 169,000 203,000
Hamilton E. James......................... 677,000 810,000
Edward J. Resch........................... -0- -0-
Stuart M. Robbins......................... -0- -0-
</TABLE>

B-24
<PAGE>
OTHER AFFILIATED TRANSACTIONS

The Company, AXF and their respective affiliates engage in a variety of
transactions in the ordinary course of their respective businesses. As a general
rule, the Company has not retained an independent third party to evaluate
transactions with AXF and there has been no independent committee of the Board
of Directors to evaluate such transactions. Notwithstanding this fact, the
Company believes that each of the arrangements described below was made on an
arm's-length basis. This belief is based on the fact that the terms and
conditions of such transactions (including the fees or other amounts paid by the
Company in connection with such transactions) were established through
arm's-length negotiations which took into account (i) the terms and conditions
of transactions of the same or a similar nature entered into by the Company with
unaffiliated third parties, (ii) the terms and conditions of transactions of the
same or a similar nature entered into by AXF with unaffiliated third parties,
and/or (iii) the terms and conditions of market transactions of the same or a
similar nature entered into by unaffiliated third parties. Notwithstanding the
foregoing, there can be no assurance that the Company could not have obtained
more favorable terms from an unaffiliated third party. While there can be no
assurance, the Company anticipates that future transactions with AXF will be
made on an arm's-length basis consistent with past practice.

FINANCIAL SERVICES PROVIDED BY OR TO THE COMPANY

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") from time to
time provides investment banking, underwriting and administrative services to
AXF, AXA and their subsidiaries. The fees related to investment banking services
were $16,492,000 and the fees related to administrative services were $4,000 in
1999. DLJSC from time to time also provides brokerage and research services to
AXF, AXA and their subsidiaries. Such services were provided on an arm's-length
basis in the ordinary course of business at rates comparable to those paid at
the time by unaffiliated third parties.

DLJSC and Pershing distribute certain Alliance sponsored funds and cash
management products and receive standard sales concessions and distribution
payments. In addition, Alliance and Pershing have an agreement pursuant to which
Pershing recommends to certain of its correspondent firms the use of Alliance
cash management products for which it is allocated a portion of the revenues
derived by Alliance from sales through the Pershing correspondents. Amounts paid
by Alliance to the Company in connection with the above distribution services
during 1999 totaled $75 million.

AXA Advisors, LLC ("AXA Advisors"), an indirect wholly owned subsidiary of
AXF and a successor to EQ Financial Consultants, Inc., has arrangements with
DLJAM pursuant to which AXA Advisors' registered representatives are compensated
for referring investment advisory clients to DLJAM. Referral amounts paid by
DLJAM during 1999 totaled $178,000.

AXA Advisors distributes DLJAM's mutual funds for which it receives standard
sales concessions, which during 1999 totaled $297,000.

AXA Advisors and DLJSC are parties to a portfolio manager agreement with
respect to AXF Classic Strategies, a wrap fee investment program offered through
AXA Advisors. Amounts paid to AXA Advisors by DLJSC were $764,000.

Alliance and DLJAM share investment management responsibility for a number
of institutional accounts. The amount of advisory fees received from such
accounts that were allocated to DLJAM during 1999 totaled $50,000.

On December 26, 1995, DLJSC issued 300,000 shares of its non-voting
Adjustable Rate Cumulative Preferred Stock for $30 million. On May 24, 1996,
DLJSC issued 15,000 additional shares of its non-voting Adjustable Rate
Cumulative Preferred Stock, for an aggregate purchase price of $1.5 million, to
WSW 1995 Exchange Fund, L.P. At December 31, 1999, 315,000 shares were issued
and outstanding, of which 155,000 were held by the Company. The General Partner
of such partnership is a subsidiary of DLJAM. Such preferred stock will
automatically be redeemed by DLJSC 15 years from

B-25
<PAGE>
the date of issuance thereof and may be redeemed at the option of DLJSC at any
time prior to such date.

During 1999, the Company provided investment banking and underwriting
services to Advanced Micro Devices, Inc., of which Mr. Sanders is Chairman of
the Board and Chief Executive Officer, for fees totaling approximately
$3,750,000.

Certain directors, officers and employees of the Company, AXF, AXA and their
subsidiaries maintain margin accounts with DLJSC. Margin account transactions
for such directors, officers and employees are conducted by DLJSC in the
ordinary course of business and are substantially on the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons and did not involve more than the normal
risk of collectibility or present other unfavorable features. In addition,
certain of such directors, officers and employees had investments or commitments
to invest in various funds sponsored by subsidiaries of the Company. Such
investments or commitments have been made on the same basis as those made by
investors not affiliated with the Company and the aggregate of such investments
are less than 8% of the investments in any such fund. DLJSC also, from time to
time and in the ordinary course of business, enters into transactions involving
the purchase or sale of securities from or to such directors, officers and
employees and members of their immediate families, as principal. Such
transactions on a principal basis are effected on substantially the same terms
as similar transactions with unaffiliated third parties except that in some
instances directors, officers and employees are not charged placement fees.
DLJSC offers its employees reduced commission rates.

INSURANCE COVERAGE OBTAINED FROM AXF

The Company has purchased split-dollar life insurance policies on the lives
of Messrs. Chalsty, Roby, Daddino, James and Pechter from Equitable Life at
rates comparable to those paid at the time by unaffiliated third parties. The
aggregate amount of premiums for these policies borne by the Company in 1999
were approximately $170,000 for Mr. Chalsty and $185,000 each for Messrs. Roby,
Daddino, James and Pechter.

In addition, the Company from time to time purchases life insurance policies
from Equitable Life on the lives of several hundred employees, including
Messrs. Chalsty, Roby, Daddino, James and Pechter, who participate in deferred
compensation plans maintained by the Company. The Company believes these
purchases are at rates comparable to those that could be obtained from
unaffiliated third parties. During 1999, the aggregate premiums paid under such
policies for all participants was approximately $28.1 million.

AXF arranges for directors and officers liability insurance coverage for
itself and its subsidiaries, including the Company under a policy written by
insurance companies unaffiliated with AXF. Based on a review of market rates,
the Company believes that such rates are at least as favorable to the Company as
could be obtained from unaffiliated third parties.

FINANCIAL SERVICES OBTAINED FROM AFFILIATES

Alliance provides investment management services to certain of the Company's
employee benefit plans at rates comparable to those paid at the time by
unaffiliated third parties. Advisory fees from these accounts during 1999
totaled $1.5 million.

An affiliate of AXA, AXA Investment Managers GS Ltd. ("AXA Asset
Management"), provides investment management services to the DLJ Winthrop
International Equity Fund and the DLJ Winthrop Developing Markets Fund (the
"Funds"), a set of mutual funds sponsored by DLJ Asset Management Group, Inc.
pursuant to a sub-advisory agreement between DLJAM and AXA Asset Management.
Advisory fees of $428,168 were paid by DLJAM to AXA Asset Management relating to
the Fund's fiscal year ending October 31, 1999. In addition, DLJAM pays for
various direct fund expenses on behalf of the Funds and AXA Asset Management
reimburses DLJAM for 50% of such expenses. The total amount of expenses
reimbursed was approximately $61,000.

B-26
<PAGE>
OTHER TRANSACTIONS WITH AXF

In 1993, Equitable Life purchased 200,000 shares of the Company's Cumulative
Exchangeable Preferred Stock for $20.0 million. In 1996, these shares were
exchanged, pursuant to the terms thereof, for $20.0 million aggregate principal
amount of the Company's 9.58% Subordinated Exchange Notes due 2003. The Company
paid interest on these notes to Equitable Life of $1.9 million in 1999. Such
interest was paid on a PRO RATA basis to all holders of 9.58% Subordinated
Exchange Notes, including unaffiliated third parties.

AXF has committed, subject to approval by AXF on a
transaction-by-transaction basis, to provide $750 million of subordinated debt
financing to the DLJ Bridge Fund. Interest payments and other distributions to
Equitable Life from the DLJ Bridge Fund during 1999 totaled $8.4 million. The
Company has agreed to pay AXF the first $25 million of aggregate principal
losses incurred by AXF with respect to all bridge loans. To the extent such
payments by the Company do not fully cover any such losses incurred by AXF, AXF
is entitled to receive all other distributions otherwise payable to the Company
with respect to DLJ Bridge Fund activities until such losses have been
recovered. The Company has also agreed to pay AXF the amount, if any, by which
any principal loss on an individual loan exceeds $150 million. In addition, AXF
is entitled to one-third of any equity securities obtained in connection with
any bridge loan.

Equitable Life has invested an aggregate of $73.0 million in Sprout Growth,
L.P., Sprout Growth II, L.P., Sprout Capital V, L.P., Sprout Capital VI, L.P.,
Sprout Capital VII, L.P., and Sprout Capital VIII, L.P. (collectively, the
"Sprout Funds"), venture capital funds sponsored by the Company. Distributions
to Equitable Life from the Sprout Funds during 1999 were $16.1 million. Such
distributions were paid on a PRO RATA basis to all investors, including
unaffiliated third parties.

Pursuant to a Services Agreement between a subsidiary of DLJdirect
Holdings Inc. and an affiliate of AXF, the subsidiary provides services to AXF
in return for monthly fees. These services include development services such as
technological solutions to enhance account security, maintenance services
(including hotline support, scheduled maintenance and informal training) and
hosting services such as the interconnection, monitoring and provision of
servers to support AXF's Internet applications. Fees paid by AXF amounted to
$221,000 in 1999.

The Company currently leases certain of its office facilities from joint
ventures in which AXF participates. Total lease payments by the Company with
respect to such facilities were approximately $1.4 million for 1999. DLJdirect
currently occupies office facilities owned by a joint venture in which AXF
participates. Amounts paid under this agreement were approximately $410,000 in
1999.

B-27