<PAGE>
Letter of Transmittal
To Tender All Outstanding Shares of Common Stock
of the Series Designated
Donaldson, Lufkin & Jenrette, Inc.--DLJ Common Stock
of
Donaldson, Lufkin & Jenrette, Inc.
Pursuant to the Offer to Purchase
Dated September 8, 2000
of
Diamond Acquisition Corp.
an indirect wholly owned subsidiary of
Credit Suisse Group
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY OVERNIGHT COURIER: BY MAIL: BY HAND:
Corporate Actions Corporate Actions c/o Securities Transfer and
40 Campanelli Drive P.O. Box 842010 Reporting Services, Inc.
Braintree, MA 02184 Boston, MA 02284-2010 Attention: Corporate Actions
1000 William Street, Galleria
New York, NY 10038
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
-----------------------------------------------------------------------------------------------------------------------------
SHARE TOTAL NUMBER OF NUMBER OF
CERTIFICATE SHARES EVIDENCED BY SHARES
NUMBER(S)* SHARE CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL SHARES
-----------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders delivering Shares by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the
Depositary are being tendered hereby. See Instruction 4.
-----------------------------------------------------------------------------------------------------------------------------
/ / CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 10.
</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Diamond Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Credit
Suisse Group, a corporation organized under the laws of Switzerland, the
above-described shares of common stock of the series designated Donaldson,
Lufkin & Jenrette, Inc.--DLJ Common Stock, par value $.10 per share (the
"Shares"), of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation (the
"Company"), pursuant to Purchaser's offer to purchase all Shares at $90.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated September 8, 2000
(the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates, the right to purchase all or any portion of the Shares tendered
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Shares tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all Shares that are being tendered hereby and all
dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such
Shares on or after September 7, 2000 (collectively, "Distributions") and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates evidencing such Shares (and all Distributions), or transfer
ownership of such Shares (and all Distributions) on the account books maintained
by the Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares (and all Distributions) for transfer on the
books of the Company and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the designees of the Company and each of them, as the attorneys and
proxies of the undersigned, each with full power of substitution, to vote in
such manner as each such attorney and proxy or his substitute shall, in his sole
discretion, deem proper and otherwise act (by written consent or otherwise) with
respect to all Shares tendered hereby which have been accepted for payment by
Purchaser prior to the time of such vote or other action and all Shares and
other securities issued in Distributions in respect of such Shares, which the
undersigned is entitled to vote at any meeting of stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed meeting)
or consent in lieu of any such meeting or otherwise. This proxy and power of
attorney is coupled with an interest in Shares tendered hereby, is irrevocable
and is granted in consideration of, and is effective upon, the acceptance for
payment of such Shares by Purchaser in accordance with other terms of the Offer.
Such acceptance for payment shall revoke all other proxies and powers of
attorney granted by the undersigned at any time with respect to such Shares (and
all Shares and other securities issued in Distributions in respect of such
Shares), and no subsequent proxies, powers of attorney, consents or revocations
may be given by the undersigned with respect thereto (and if given will not be
deemed effective). The undersigned understands that, in order for Shares (or
Distributions) to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Shares for payment, Purchaser must be able to exercise full
voting and other rights with respect to such Shares (and any and all
Distributions), including, without limitation, voting at any meeting of the
Company's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer Shares tendered hereby
and all Distributions that when such Shares are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances, and that none of such Shares and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of Shares
tendered hereby and all Distributions. In addition, the undersigned shall remit
and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of Shares tendered hereby, accompanied by appropriate
documentation of transfer, and pending such remittance and transfer or
appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may deduct from the purchase
price of Shares tendered hereby the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
3
<PAGE>
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. Purchaser's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Purchaser upon
the terms and subject to the conditions of the Offer (and if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased and return all Share Certificates evidencing Shares not tendered or
not accepted for payment in the name(s) of the registered holder(s) appearing
above under "Description of Shares Tendered." Similarly, unless otherwise
indicated below in the box entitled "Special Delivery Instructions," please mail
the check for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares Tendered." In the event
that the boxes below entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the
purchase price of all Shares purchased and return all Share Certificates
evidencing Shares not tendered or not accepted for payment in the name(s) of,
and deliver such check and return such Share Certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated below in the box entitled "Special Payment Instructions," please
credit any Shares tendered hereby and delivered by book-entry transfer that are
not accepted for payment by crediting the account at the Book-Entry Transfer
Facility designated above. The undersigned recognizes that Purchaser has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Purchaser does not
accept for payment any Shares tendered hereby.
-----------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased and Share Certificates evidencing Shares not tendered or not
purchased are to be issued in the name of someone other than the undersigned
or if Shares tendered hereby and delivered by book-entry transfer that are
not accepted for payment are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue Check and Share Certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit Shares tendered by book-entry transfer that are not accepted for
payment to The Depository Trust Company to the account set forth below:
Account
Number: ____________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased and Share Certificates evidencing Shares not tendered or not
purchased are to be mailed to someone other than the undersigned, or the
undersigned at an address other than that shown under "Description of Shares
Tendered."
Mail Check and Share Certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
4
<PAGE>
--------------------------------------------------------------------------------
5
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of the Security Transfer Agent
Medallion Signature Program, or by any other "eligible guarantor institution,"
as such term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (each of the foregoing being an "Eligible
Institution") unless (i) this Letter of Transmittal is signed by the registered
holder(s) of Shares (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) tendered hereby and such
holder(s) has (have) not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions" or (ii) such Shares are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if tenders are to be made pursuant to the procedures for tenders by
book-entry transfer set forth in Section 3 of the Offer to Purchase. Share
Certificates evidencing all physically tendered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth below prior to the Expiration Date (as defined in Section 1 of the Offer
to Purchase). If Share Certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Stockholders whose Share Certificates are not
immediately available, who cannot deliver their Share Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender their Shares pursuant to the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution; (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form made
available by Purchaser, must be received by the Depositary prior to the
Expiration Date; and (iii) the Share Certificates evidencing all physically
delivered Shares in proper form for transfer by delivery, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered by book-entry transfer, in each case together
with a Letter of Transmittal (or a facsimile thereof), properly completed and
duly executed, with any required signature guarantees (or in the case of a
book-entry transfer, an Agent's Message (as defined in Section 2 of the Offer to
Purchase)) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock Exchange ("NYSE")
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as described in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a manually signed facsimile hereof), all tendering stockholders waive any
right to receive any notice of the acceptance of their Shares for payment.
6
<PAGE>
3. INADEQUATE SPACE. If the space provided under "Description of Shares
Tendered" is inadequate, the Share Certificate numbers, the number of Shares
evidenced by such Share Certificates and the number of Shares tendered should be
listed on a separate signed schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all Shares evidenced by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, a new Share Certificate(s) evidencing the remainder of
Shares that were evidenced by the Share Certificates delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as soon as practicable after the Expiration Date or the termination of the
Offer. All Shares evidenced by Share Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of Shares
tendered hereby, the signature(s) must correspond to the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.
If any Shares tendered hereby are held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not accepted for payment are to be issued in
the name of, a person other than the registered holder(s). If the Letter of
Transmittal is signed by a person other than the registered holder(s) of the
Share Certificate(s) evidencing Shares tendered, the Share Certificate(s)
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on such Share Certificate(s). Signatures on such Share Certificate(s) and stock
power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of such person's authority so to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not accepted for payment are to
be issued in the name of, any person other than the registered holder(s) or if
tendered certificates are registered in the name of any person other than the
person(s) signing the Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), or such other person, or
otherwise) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased, unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption therefrom,
is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates evidencing Shares
tendered hereby.
7
<PAGE>
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, and/or Share
Certificate(s) evidencing Shares not tendered or not accepted for payment are to
be issued in the name of and/or returned to, a person other than the person(s)
signing this Letter of Transmittal or if such check or any such Share
Certificate is to be sent to a person other than the signor of this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal but at an
address other than that shown in the box entitled "Description of Shares
Tendered," the appropriate boxes herein must be completed. Any stockholder(s)
delivering Shares by book-entry transfer may request that Shares not purchased
be credited to such account maintained at the Book-Entry Transfer Facility as
such stockholder(s) may designate in the box designated "Special Payment
Instructions."
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent or Dealer
Manager at their respective addresses or telephone numbers set forth below.
Additional copies of the Offer to Purchase, this Letter of Transmittal, the
Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the
Information Agent or Dealer Manager.
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalty of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of federal income tax. If
a tendering stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% federal income tax withholding on the payment of the purchase price of all
Shares purchased from such stockholder. If the tendering stockholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is
not provided with a TIN, the Depositary will withhold 31% on all payments of the
purchase price to such stockholder until a TIN is provided to the Depositary
and, if the Depositary is not provided with a TIN within 60 days, such amounts
will be paid over to the Internal Revenue Service.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should complete the box below
entitled "Affidavit of Lost, Destroyed or Stolen Certificate(s)" so long as the
purchase price of the Shares evidenced by the lost, destroyed or stolen Share
Certificate(s) being tendered hereby does not exceed $100,000. If the purchase
price of the Shares evidenced by the lost, destroyed or stolen Share
Certificate(s) being tendered hereby is equal to or in excess of $100,000, the
stockholder should promptly call the Depositary at (800) 446-2617. This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost, destroyed or stolen Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S
MESSAGE) AND SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE.
8
<PAGE>
--------------------------------------------------------------------------------
AFFIDAVIT OF LOST, DESTROYED OR STOLEN CERTIFICATES(S)
AFFIDAVIT IS INVALID IF NOT SIGNED BELOW
(COMPLETE THIS FORM ONLY IF YOU CANNOT LOCATE SOME OR ALL OF YOUR SHARE
CERTIFICATES.)
<TABLE>
<S> <C> <C>
TAXPAYER INDENTIFICATION NUMBER:
TOTAL SHARES LOST
PLEASE FILL IN SHARE CERTIFICATE NUMBERS, NUMBER OF SHARES EVIDENCED BY
IF KNOWN SHARE CERTIFICATE(S)
ATTACH SEPARATE SCHEDULE IF NEEDED
</TABLE>
I CERTIFY THAT I AM THE LAWFUL OWNER OF THE ABOVE SHARES DESCRIBED. THESE SHARES
HAVE NOT BEEN PLEDGED OR ENDORSED AND NO OTHER PERSON, FIRM, CORPORATION, AGENCY
OR GOVERNMENT HAS ASSERTED ANY RIGHT OR TITLE, CLAIM, EQUITY OR INTEREST IN THIS
(THESE) SHARE CERTIFICATE(S). I HAVE MADE A DILIGENT SEARCH FOR THE
CERTIFICATE(S), AND I HAVE BEEN UNABLE TO FIND IT (THEM). I AGREE (FOR MYSELF,
MY HEIRS, ASSIGNS AND PERSONAL REPRESENTATIVES), IN CONSIDERATION OF THE TENDER
OF THE SHARES REPRESENTED BY THE SHARE CERIFICATE(S), TO COMPLETELY INDEMNIFY,
PROTECT AND HOLD HARMLESS EACH OF GENERAL INSURANCE COMPANY OF AMERICA, THE
COMPANY, PURCHASER AND FIRST CHICAGO TRUST COMPANY OF NEW YORK AND THEIR
RESPECTIVE AFFILIATES COLLECTIVELY, FROM AND AGAINST ANY AND ALL LOSSES, COSTS
AND DAMAGES WHICH THEY MAY BE SUBJECT TO, OR LIABLE FOR, AS ENUMERATED IN YOUR
FILE. I AGREE THAT THIS FORM IS ATTACHED TO AND MADE PART OF BLANKET BOND NUMBER
5926165 UNDERWRITTEN BY GENERAL INSURANCE COMPANY OF AMERICA TO PROTECT THE
COMPANY, PURCHASER AND FIRST CHICAGO TRUST COMPANY OF NEW YORK, AND THEIR
RESPECTIVE AFFILIATES. I AGREE TO SURRENDER THE SHARE CERTIFICATE(S) FOR ITS
(THEIR) CANCELLATION IF I FIND IT (THEM) AT ANY TIME.
NOTARY REQUIRED FOR REPLACEMENT OF CERTIFICATES TOTALING 500 SHARES OR MORE
AFFIDAVIT IS INVALID IF NOT SIGNED BELOW
X SIGNED BY AFFIANT (STOCKHOLDER)__________ON THIS (DATE)_______________________
(DEPONENT)(INDEMNIFIER)(HEIRS
INDIVIDUALLY) MONTH DAY YEAR
<TABLE>
<S> <C> <C>
STATE OFCOUNTY OF NOTARY SIGNATURE
PRINTED NAME OF NOTARY
SWORN TO AND SUBSCRIBED TO ME THIS MY COMMISSION EXPIRES
(MONTH/DAY/YEAR) (MONTH/DAY/YEAR) (NOTARY SEAL)
</TABLE>
--------------------------------------------------------------------------------
9
<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered Shares are
accepted for payment is generally required to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 provided herewith. If
such stockholder is an individual, the TIN generally is such stockholder's
social security number. If the Depositary is not provided with the correct TIN,
the stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service and payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a stockholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for making such
statement, a $500 penalty may also be imposed by the Internal Revenue Service.
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions. A stockholder should consult
his or her tax advisor as to such stockholder's qualification for exemption from
backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), and
(b)(i) such stockholder has not been notified by the Internal Revenue Service
that he is subject to backup withholding as a result of a failure to report all
interest or dividends or (ii) the Internal Revenue Service has notified such
stockholder that such stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Shares tendered hereby. If Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and dated the Substitute Form W-9. If "Applied For" is
written in Part I, the Depositary will withhold 31% of all payments of the
purchase price to such stockholder until a TIN is provided to the Depositary
and, if the depositary is not provided with a TIN within 60 days, such amounts
will be paid over to the Internal Revenue Service.
10
<PAGE>
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<C> <S> <C>
-------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- Taxpayer ---------------------------------
FORM W-9 Identification Number -- Social security number
DEPARTMENT OF THE TREASURY For all accounts, enter Or
INTERNAL REVENUE SERVICE your taxpayer ---------------------------------
PAYER'S REQUEST FOR TAXPAYER identification number in Employer identification number
IDENTIFICATION NUMBER (TIN) the box at right. (For (If awaiting TIN write
most individuals, this is "Applied For")
your social security ---------------------------------
number. If you do not have
a number, see "Obtaining a
Number" in the enclosed
GUIDELINES.) Certify by
signing and dating below.
Note: If the account is in
more than one name, see
the chart in the enclosed
GUIDELINES to determine
which number to give the
payer.
-------------------------------------------------------------------------------------------------------------
PART II -- For Payees Exempt from Backup Withholding, see the
enclosed GUIDELINES and complete as instructed therein.
-------------------------------------------------------------------------------------------------------------
CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number
to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service (the "IRS") that I am subject to back-up withholding as a
result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed GUIDELINES.)
-------------------------------------------------------------------------------------------------------------
SIGNATURE DATE, , 2000
-------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW
THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER
IDENTIFICATION NUMBER.
------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER
HAS NOT BEEN ISSUED TO ME, AND EITHER (1) I HAVE MAILED OR DELIVERED AN
APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE
INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR
(2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I
UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER, 31% OF
ALL REPORTABLE CASH PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I
PROVIDE A TAXPAYER IDENTIFICATION NUMBER AND, IF I DO NOT PROVIDE A TAXPAYER
IDENTIFICATION NUMBER WITHIN 60 DAYS, SUCH AMOUNTS WILL BE PAID OVER TO THE
INTERNAL REVENUE SERVICE.
SIGNATURE: ___________________________________________ DATE: _________________
------------------------------------------------------------------------------
11
<PAGE>
Facsimilies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal and Share Certificates and
any other required documents should be sent or delivered by each stockholder or
such stockholder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses or to the facsimile number set
forth below.
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY OVERNIGHT COURIER: BY MAIL: BY HAND:
Corporate Actions Corporate Actions c/o Securities Transfer and
40 Campanelli Drive P.O. Box 842010 Reporting Services, Inc.
Braintree, MA 02184 Boston, MA 02284-2010 Attention: Corporate Actions
1000 William Street, Galleria
New York, NY 10038
</TABLE>
------------------------
Questions or requests for assistance may be directed to the Information
Agent or Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent or Dealer Manager. A stockholder may also contact brokers,
dealers, commercial banks or trust companies for assistance concerning the
Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
Bankers and Brokers Call Collect: (212) 425-1685
All Others Call Toll Free: (800) 628-8536
THE DEALER MANAGER FOR THE OFFER IS:
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Call Toll Free: (800) 881-8320
