PROXY SERVICES [WESTERN UNION LOGO]
51 MERCEDES WAY
EDGEWOOD, NY 11717
028698000002 07/22/94 NAY1 - NAYA
DIANE BLOCK
CHURCHILL COMMUNICATIONS
500 8TH AVE
NEW YORK NY 10018-6504
DYNATECH STOCKHOLDERS COMMITTEE
SOLICITATION IN OPPOSITION TO MANAGEMENT OF
DYNATECH CORPORATION
ANNUAL MEETING
JULY 26, 1994
U R G E N T
____________
DEAR FELLOW STOCKHOLDERS:
THE ANNUAL MEETING OF DYNATECH CORPORATION IS ONLY A FEW DAYS
AWAY. OUR CURRENT RECORDS INDICATE THAT WE HAVE NOT YET RECEIVED
YOUR PROXY. WE NEED YOUR SUPPORT TO ELECT THREE NOMINEES WHO ARE
COMMITTED TO PROTECTING THE VALUE OF YOUR INVESTMENT IN DYNATECH
CORPORATION AND FOR THE ADOPTION OF A PROPOSAL REGARDING THE
POTENTIAL SALE OR RESTRUCTURING OF THE COMPANY.
SINCE TIME IS SHORT AND YOUR VOTE IS CRITICAL, WE HAVE
ESTABLISHED A METHOD TO ENABLE YOU TO VOTE VIA TOLL-FREE
PROXYGRAM. TO BE SURE YOUR VOTE IS RECEIVED IN TIME, PLEASE
FOLLOW THE SIMPLE STEPS LISTED BELOW.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. CALL TOLL-FREE 1-800-437-7699 ANYTIME, DAY OR NIGHT.
2. TELL THE OPERATOR THAT YOU WISH TO SEND A COLLECT PROXYGRAM
TO I.D. NO. 4982.
3. STATE YOUR NAME, ADDRESS AND TELEPHONE NUMBER.
4. STATE YOUR BANK OR BROKER AT WHICH YOUR SHARES ARE HELD AND
YOUR CONTROL NUMBER AS SHOWN BELOW:
DIANE BLOCK
BANK/BROKER: CHURCHILL
CONTROL NO.: 12345
NO. OF SHARES: 500
5. BY GIVING THE INFORMATION CALLED FOR BY ITEMS 3 TO 4, YOU
INDICATE YOUR PRESENT INTENTION TO AUTHENTICATE THE PROXY AS
GENUINE AND EFFECTIVE, JUST AS IF YOU HAD MUTUALLY SIGNED
AND RETURNED A PROXY CARD.
PROXY SOLICITED BY
DYNATECH STOCKHOLDERS COMMITTEE IN OPPOSITION TO THE
BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS GARY N. SIEGLER, PETER M.
COLLERY AND NEIL KOFFLER, AND EACH OF THEM, AS PROXIES WITH FULL
POWER OF SUBSTITUTION, TO VOTE AS SET FORTH BELOW AND IN THEIR
DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING, FOR AND ON BEHALF OF THE UNDERSIGNED, ALL THE SHARES
OF COMMON STOCK OF DYNATECH CORPORATION HELD OF RECORD BY THE
UNDERSIGNED, AT THE CLOSE OF BUSINESS ON JUNE 13, 1994, AT THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN THE GOODWIN, PROCTOR
& HOAR CONFERENCE CENTER, 2ND FLOOR, EXCHANGE PLACE, BOSTON,
MASSACHUSETTS, ON TUESDAY, JULY 26, 1994 AT 10:00 A.M. AND AT ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF, HEREBY GRANTING FULL POWER
AND AUTHORITY TO ACT ON BEHALF OF THE UNDERSIGNED AT SAID MEETING
OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PROXY
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1, FOR PROPOSAL 2, AGAINST PROPOSAL 3 AND WILL BE VOTED
IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF.
COMMITTEE RECOMMENDS VOTE FOR PROPOSAL 1 AND FOR PROPOSAL 2
1. ELECTION OF DIRECTORS FOR A TERM EXPIRING IN 1997 (AS SET
FORTH IN THE BOARD'S PROXY STATEMENT)
NOMINEES ARE: GARY N. SIEGLER, PETER M. COLLERY AND CURTIS
MACNGUYEN
( ) FOR ALL NOMINEES ( ) WITHHOLD FROM ALL NOMINEES
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S), GIVE THAT NOMINEE(S) NAME TO THE OPERATOR.
2. TO RETAIN AN INVESTMENT BANKING FIRM TO CONDUCT A SALE OR TO
IMPLEMENT A MAJOR RESTRUCTURING (AS SET FORTH IN THE
COMMITTEE'S PROXY STATEMENT).
( ) FOR ( ) AGAINST ( ) ABSTAIN
COMMITTEE RECOMMENDS VOTE AGAINST PROPOSAL 3
3. TO APPROVE THE 1994 STOCK OPTION AND INCENTIVE PLAN (AS SET
FORTH IN THE BOARD'S PROXY STATEMENT).
( ) FOR ( ) AGAINST ( ) ABSTAIN
