DAIN RAUSCHER CORP, DEFA14A, 2000-10-31

DAIN RAUSCHER CORP
DEFA14A, 2000-10-31
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Section 240.14a-12

DAIN RAUSCHER CORPORATION
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

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Page 1 of 1
RBC ACQUISITION INFORMATION

RELATED HEADLINE ARTICLES

The following articles were published on the InfoNET home page. To review
articles from the news media go to InfoNET's NEWS ALERT page.

10/31/00 DAIN RAUSCHER TO KEEP CURRENT NAME UNTIL RBC COMPLETES GLOBAL BRANDING
STRATEGY

10/23/00 RETIREMENT PLAN TOPS LIST OF EMPLOYEES' ACQUISITION ISSUES

10/06/00 MARKETING THE RBC ACQUISITION

10/02/00 NEW RBC ACQUISITION INFORMATION SECTION ON INFONET

09/28/00 UPDATES ON DAIN RAUSCHER ACQUISITION

09/28/00 REMINDER: MEDIA CALLS TO BE CHANNELED THROUGH CORPORATE
COMMUNICATIONS

09/28/00 DAIN RAUSCHER AGREES TO BE ACQUIRED BY ROYAL BANK OF CANADA

Dain Rauscher has filed a proxy statement and other relevant documents
concerning the acquisition with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's Web site, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Jennifer
Driscoll, director of investor relations.

Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rauscher in favor of the acquisition. The directors and executive officers of
Dain Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, D.
Collins, F.G. Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H.
Phillippe, C.A. Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A.
Tschetter, I. Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the
directors and executive officers of Dain Rauscher beneficially owned
approximately 8.9% of the outstanding shares of Dain Rauscher common stock.
Stockholders of Dain Rauscher may obtain additional information regarding the
interests of such participants by reading the proxy statement when it becomes
available.

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REMINDER: MEDIA CALLS TO BE CHANNELED THROUGH CORPORATE COMMUNICATIONS
(09/28/00) This is a reminder to all employees that any media requests for
information and interviews regarding the acquisition of Dain Rauscher by Royal
Bank of Canada are to be channeled through Corporate Communications.

Reporters and editors requesting information can be directed to Dan Callahan at
(612) 313-1234. Calls will be returned as quickly as possible.

For more information about handling media requests, please refer to the
company's MEDIA POLICY on InfoNET.

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DAIN RAUSCHER AGREES TO BE ACQUIRED BY ROYAL BANK OF CANADA

(09/28/00) Today it was announced that Dain Rauscher has agreed to be acquired
by the ROYAL BANK OF CANADA (RBC) and become Royal Bank's wealth management and
global capital markets growth platform in the United States.

Under terms of the agreement, Dain Rauscher shareholders will receive US$95 per
share in cash, which represents a premium of 19 percent over DRC's closing price
of US$79 7/8 on September 27 and multiples of 13.2 times earnings and 3.0 times
book, fully diluted. The transaction is valued at US$1.456 billion (net of the
tax benefit to RBC from the exercise of vested employee options.) In addition,
RBC has established a retention pool of US$200 million to retain key DRC
employees. The acquisition, which is subject to shareholder approval and
regulatory approval in both Canada and the U.S, is expected to close by the end
of the year. Refer to the PRESS RELEASE for more details on the transaction.

"Basically, this partnership will help fuel the growth of our U.S. strategy and
global capital markets strategy," said Irv Weiser, Dain Rauscher chairman and
CEO. "While I've been a long-time and highly vocal proponent of remaining
independent, RBC is a partner with significant skills, common values and a
strong balance sheet. When Royal Bank approached us with this unique partnership
opportunity, we concluded that it would be in the best interests of our
shareholders, employees, clients and communities to pursue it."

As a new affiliate of the Royal Bank Financial Group, Dain Rauscher Incorporated
will be renamed RBC Dain Rauscher Wessels. "We decided to take this opportunity
to capitalize on the strong branding of the Wessels name for all of our firm's
business lines, which will help us strengthen our identity in the future," said
Irv. The name change will go into effect upon closing.

RATIONALE BEHIND THE ACQUISITION

With the wave of industry consolidation that has occurred in the past few years,
Dain Rauscher has been subject to rumors about possible acquisitions for some
time. Industry commentators have observed that the success of acquisitions in
the securities industry is closely related to the degree of autonomy given to
the acquired firm.

In addition to paying a fair price to shareholders - more than 25 percent of
whom are employees - this strategic partnership with RBC allows us to retain our
autonomy in running our firm, while providing capital and resources to help us
grow our business in an increasingly competitive industry.

- With this transaction, Dain Rauscher gets the best of both worlds -
our organization remains largely intact, and we continue to pursue our
growth strategies as a separately managed firm with a partner that has
significantly more resources to invest in technology and other areas
of the business. RBC's strength as a global financial institution
offers Dain Rauscher more stability and capital for growth. In
addition, Royal Bank is prepared to make significant further
investments into a US growth strategy, which will be managed by RBC
Dain Rauscher Wessels.

- Royal Bank is a good partner for us because they fully understand what
it takes to succeed in the brokerage and investment banking business.
They already own Canada's largest full-service broker-dealer, RBC
Dominion Securities, which they acquired 13 years ago. In fact, 22
percent of Royal Bank's earnings are derived from brokerage-related
businesses - something few other banks can say. RBC Dominion
Securities is still separately named and managed and is just one
example of their track record of acquiring firms that fit their
business strategy and continuing to operate those firms autonomously.

- Employees, as shareholders, receive a purchase price that is a
19-percent premium over the stock's September 27th close. In addition,
all employees are immediately vested in the company's 401(k) plan,
including the company's match and profit-sharing contributions. All
account balances in the deferred compensation plans (WAP, MDSP,
Excess) will also fully vest. Stock options granted prior to 2000 also
automatically vest and will be paid out upon change in control, as
will deferred plan balances.

- Finally, this acquisition represents an excellent fit both
strategically and culturally. Both Dain Rauscher and RBC share a
passion for client service, as well as a strong commitment to
employees and to

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providing leadership in our communities and superior value for our
shareholders.

THE NEW ORGANIZATION

Effective upon the closing date, Irv Weiser will become chairman and CEO of the
new organization, which will be a subsidiary within Royal Bank Financial Group.
He also will serve on Royal Bank's 11-member Group Management Committee (GMC).
Refer to the attached ORGANIZATIONAL CHART for a view of RBC's management team.

Peter Grant will be president and chief operating officer of the equity capital
markets arm of RBC Dain Rauscher Wessels, charged with helping to grow RBC's
global investment banking business in the United States and Europe. In pursuing
this strategy, Peter will work closely with Royal Bank's corporate and
investment banking business and will have a reporting relationship to Gordon
Nixon, CEO of RBC Dominion Securities.

All current Private Client Group, Fixed Income and staff functions will report
in through Irv Weiser. In addition, RBC Dain Rauscher Wessels will provide all
services, as well as legal and regulatory oversight to the new equity capital
markets division.

"Since there is very little overlap between our business territories and because
of their philosophy of autonomous business units, almost no Dain Rauscher jobs
will be eliminated in the combination," said Irv. "We will continue to have our
own staff and operations functions, as well as our own Foundation and charitable
giving programs. We plan to continue giving back to our communities at the same
level we've been doing for almost a quarter century now - 5-percent of pretax
profits."

EMPLOYEE MEETING AT 3:30 P.M. CDT

At 3:30 p.m. CDT today, there will be an all-employee meeting and conference
call where management will share more details about the acquisition and answer
your questions. Twin Cities' employees are invited to attend the meeting in
person in the Lutheran Brotherhood auditorium at 625 S. 4th Avenue in downtown
Minneapolis. Other employees may dial into the call at 1-877-225-8120. If
possible, please dial into the call as groups, as the number of phone lines into
the call is limited. Employees listening in via conference call may e-mail their
questions in advance to the CONFERENCE CALL QUESTIONS e-mail box.

Please note, by the end of the week, we plan to have client letters available
for you to use. All written communication about the transaction must be filed
with the SEC. Therefore you must only use firm-approved materials.

For additional information about the acquisition, refer to the list of QUESTIONS
AND ANSWERS, FACTS ABOUT RBC and RBC's background sheet. RBC's investor
presentation will be posted on InfoNET later this morning after a call is held
with investors.

Dain Rauscher will be filing a proxy statement and other relevant documents
concerning the acquisition with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Jennifer
Driscoll, director of investor relations.

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UPDATES ON DAIN RAUSCHER ACQUISITION
(09/28/00) Additional details on the acquisition of Dain Rauscher by Royal Bank
of Canada are now available on InfoNET. Here's a rundown about what's available
and events taking place later today:

ANSWERS TO YOUR QUESTIONS,
A Q&A regarding the acquisition provides a rundown of the most commonly asked
questions about the acquisition.

INVESTOR PRESENTATION
Royal Bank's INVESTOR PRESENTATION offers a perspective on the strategic
opportunities afforded by the acquisition.

E-MAIL YOUR QUESTIONS
The CONFERENCE CALL QUESTIONS e-mail box is open and accepting your e-mail
questions about the acquisition. We'll try to answer as many of your questions
as possible during this afternoon's all- employee meeting and conference call.

ALL-EMPLOYEE MEETING AND CONFERENCE CALL
Please try to attend the all employee meeting this afternoon at 3:30 CDT either
in person or by phone. Call at 1-877-225-8120. If you choose to call in, BE
AWARE THAT THE MEETING IS "LISTEN ONLY"--because of technical limitations we
aren't able to offer employees the option of asking questions over the phone.
However, you can ask a question from a remote location by using the e-mail box.
This meeting will not be accessible through InfoNET.

Twin Cities' employees may attend the meeting in person in the Lutheran
Brotherhood auditorium at 625 S. 4th Avenue in downtown Minneapolis. For
employees who dial into the meeting, please call as part of a group, as the
number of phone lines into the call is limited.

EMPLOYEE MEETING PRESENTATION
You can view copies of the SLIDES that Reay Mackay, vice chairman, Royal Bank of
Canada, will share at today's meeting.

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[LOGO] [LOGO]

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ROYAL BANK OF CANADA ACQUIRES DAIN RAUSCHER CORPORATION

NEW U.S. AFFILIATE WILL BE RENAMED RBC DAIN RAUSCHER WESSELS

MINNEAPOLIS/TORONTO: SEPTEMBER 28, 2000 - Royal Bank of Canada (TSE, NYSE: RY)
and Dain Rauscher Corporation (NYSE: DRC) today announced they have signed a
definitive merger agreement by which Royal Bank will acquire Dain Rauscher. The
transaction will provide Royal Bank with established U.S. capabilities in
full-service retail brokerage and investment banking, and will give the newly
named RBC Dain Rauscher Wessels greater critical mass and a solid platform for
future growth.

As a result of the merger, each share of Dain Rauscher common stock will convert
into the right to receive US$95.00 in cash. The transaction is valued at
US$1.456 billion. The merger, which is subject to regulatory approval, approval
from the stockholders of Dain Rauscher and other customary closing conditions,
is expected to be completed by the end of the year.

In connection with the merger agreement, Dain Rauscher has granted Royal Bank a
customary option to purchase 19.9 per cent of its outstanding common stock under
limited circumstances.

"This transaction is consistent with our continuing strategy of targeted
acquisitions in the U.S. market," said John Cleghorn, chairman and chief
executive officer of Royal Bank of Canada. "Dain Rauscher will provide our
global wealth management business with an established U.S. presence. It will
also give our corporate and investment banking business a stronger origination
and distribution capability, particularly in the technology, energy and health
care sectors. The firm has a solid reputation and an excellent management team
and provides a platform for further growth," said Cleghorn.

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"We are pleased to be joining forces with Royal Bank of Canada, a premier
financial services organization which shares our goal of creating a separately
managed growth platform in the United States for wealth management and global
capital markets," said Irving Weiser, chairman, president and chief executive
officer of Dain Rauscher Corporation. "Today's announcement is but the first
step in our journey to pursue these mutual goals."

Weiser praised the merger as "an excellent fit both strategically and
culturally." He added, "Both Dain Rauscher and RBC share a passion for client
service, a strong commitment to employees and a tradition of providing
leadership in our communities."

As part of the transaction, Dain Rauscher will be renamed RBC Dain Rauscher
Wessels.

Weiser becomes chairman and chief executive officer of RBC Dain Rauscher Wessels
and will join Royal Bank of Canada's group management committee, which sets the
strategic direction of Royal Bank Financial Group. He will also run the bank's
wealth management business in the U.S. and Dain Rauscher's fixed income business
as well as all staff functions.

Peter Grant currently head of Dain Rauscher's equity capital markets business,
will become president and chief operating officer of the Equity Capital Markets
Division of RBC Dain Rauscher Wessels. He will be responsible for the
organization's growth in the equity capital markets arena, both in the U.S. and
Europe. The equity capital markets business will operate under the Royal Bank's
corporate and investment banking unit.

The acquisition creates a strong North American wealth management platform with
a combined sales force of nearly 2,600 investment advisors and a network of 215
branches.

"Dain Rauscher provides a solid wealth management presence in the U.S., a
recognized brand name and a proven management team," said Reay Mackay,
vice-chairman, Royal Bank of Canada and head of its global wealth management
business, Royal Investment Services. "Its retail brokerage operation is a
critical step in building a strong wealth management platform, a key element of
our global strategy."

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"Partnering with Dain Rauscher will enable us to move more rapidly in our
development of a unique global investment bank with impeccable North American
credentials," said Gordon Nixon, deputy chairman and chief executive officer of
RBC Dominion Securities and head of the bank's corporate and investment banking
arm. "The firm's culture and its equity capital markets businesses fit extremely
well with the strategy we are pursuing in the U.S and enhance our ability to
deliver a full range of high value financial solutions to clients, particularly
in those industry sectors where we have a seamless global capability."

Royal Bank Financial Group's U.S. activities currently include corporate and
investment banking operations in Boston, Chicago, Houston and New York; discount
brokerage in New York (Bull & Bear); Internet banking in Atlanta (Security First
Network Bank); mortgage origination in Chicago (Prism Financial) and private
banking units in New York and Miami.

In June 2000, Royal Bank announced its intention to acquire the insurance
businesses of The Liberty Corporation of Greenville, SC. The transaction is
expected to close this quarter.

With approximately 1,200 private client and institutional investment executives
and more than 90 branches in 27 states, Dain Rauscher has a significant U.S.
distribution capability and a retail client base of 250,000 households
representing assets under administration of US$69 billion. In addition, Dain
Rauscher provides correspondent clearing services for over 2,000 correspondent
Investment Executives. Its equity capital markets unit was the number one
underwriter in 1999 for both network technology and energy issues. The firm was
an underwriter in 96 public equity offerings and five private placements in
1999, which raised US$14.1 billion. It is the largest municipal bond underwriter
of any regional securities dealer in the U.S., and ranks among the top 10
dealers nationally.

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ABOUT DAIN RAUSCHER CORPORATION
Dain Rauscher Corporation is one of the largest regional full-service securities
firms in the U.S. with 1,200 private client and institutional investment
executives, 3,800 employees and 1999 revenues of more than US$940 million.
Founded in 1909, the Minneapolis-based firm serves individual investors
predominantly in the western half of the United States, and capital markets and
correspondent clients in select markets throughout the world. The company's
broker-dealer, Dain Rauscher Wessels, is a member of the New York Stock Exchange
and other major securities exchanges in the United States. Further information
about the company can be obtained by visiting www.dainrauscher.com.

ABOUT ROYAL BANK OF CANADA
Royal Bank of Canada (RY) is a diversified global financial services group and a
leading provider of personal and commercial banking, investment and trust
services, insurance, corporate and investment banking, on-line banking and
transaction-based services including custody. The group's main businesses
include Royal Bank, RBC Dominion Securities, Royal Investment Services, RBC
Insurance and Global Integrated Solutions.

The group employs 49,000 people who serve 10 million personal, business and
public sector customers in 30 countries. For more information visit
www.royalbank.com.

SAFE HARBOR
This news release includes forward-looking statements that are subject to
certain risks and uncertainties. Actual results may differ materially from the
results contemplated in these forward looking statements. Statements regarding
the expected date of completion of the transaction are subject to
forward-looking statements, the risk that closing conditions will not be
satisfied, that regulatory approvals will not be obtained or that the
shareholders of Dain Rauscher will not approve the merger. Statements regarding
the expected benefits of the transaction are subject to the following risks:
that expected benefits will not be achieved; that revenues following the
acquisition will be lower than expected; that the businesses will not be
integrated successfully; that merger costs will be greater than expected; the
inability to identify, develop and achieve success for new products and
services; increased competition and its effect on the combined Company; the
general economic conditions, either internationally, nationally or in the states
in which the combined companies will be doing business, will be less favorable
than expected; the general risks associated with the companies' business; and
that legislation or regulatory changes adversely affect the businesses in which
the combined companies would be engaged.

Dain Rauscher will be filing a proxy statement and other relevant documents
concerning the merger with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Investor
Relations.

Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rauscher in favor of the merger. The directors and executive officers of Dain
Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, F.G.
Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H. Phillippe, C.A.
Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A. Tschetter, I.
Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the directors and
executive officers of Dain Rauscher beneficially owned approximately 8.9% of the
outstanding shares of Dain Rauscher common stock. Stockholders of Dain Rauscher
may

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obtain additional information regarding the interests of such participants by
reading the proxy statement when it becomes available.

MEDIA CONTACTS:

Toronto Jeff Keay 416 974-5506 Royal Bank of Canada
New York Eric Starkman 212 461-2226 Starkman & Associates
Minneapolis Dan Callahan 612 313-1234 Dain Rauscher

CONFERENCE CALLS:
Royal Bank of Canada and Dain Rauscher invite interested investors to listen to
their respective telephone conference calls with analysts and institutional
investors. The RBC call will take place at 10 a.m. EDT (9 a.m. CDT) and the Dain
Rauscher analyst call will take place at noon EDT (11 a.m. CDT), September 28,
2000. They will be accessible live via the Internet and archived on both the
Internet and telephone. A media teleconference will commence at 11 a.m. EDT (10
a.m. CDT).

CONFERENCE CALL ACCESS:
ROYAL BANK ANALYSTS' CALL - 10 A.M. EDT (9 A.M. CDT)

CONFERENCE CALL ACCESS: (416) 620-2414 (NO PASSWORD)
POSTVIEW:
Internet: WWW.ROYALBANK.COM/INVESTORRELATION/CONFERENCE.HTML
Telephone 416 626-4100 [password -16494108] available from 11 a.m. EDT
to midnight, October 19, 2000

DAIN RAUSCHER INVESTORS' CONFERENCE CALL - NOON EDT (11 A.M. CDT)
U.S. callers: 1-800-482-2225
International callers: 1-303-224-6998
Passcode: 817318
POSTVIEW:
Internet: www.dainrauscher.com/ir/default.htm

MEDIA CONFERENCE CALL: -1-888-833-1394 - 11 A.M. EDT (10 A.M. CDT)

Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rasucher in favor of the merger. The directors and executive officers of Dain
Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, D.
Collins, F.G. Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H.
Phillippe, C.A. Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A.
Tschetter, I. Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the
directors and executive officers of Dain Rauscher beneficially owned
approximately 8.9% of the outstanding shares of Dain Rauscher common stock.
Stockholders of Dain Rauscher may obtain additional information regarding the
interests of such participants by reading the proxy statement when it becomes
available.

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NEW RBC ACQUISITION INFORMATION SECTION ON INFONET
(10/02/00) To keep employees informed about Dain Rauscher's acquisition by the
Royal Bank of Canada, we've added a new section on InfoNET dedicated to
information about the transaction and it's impact on Dain Rauscher employees.

To access the RBC ACQUISITION INFORMATION SECTION click on the RBC logo in the
upper right corner of the InfoNET homepage. The section includes an updated Q&A,
RBC company information, marketing & communication materials and presentation
slides. The information will be updated regularly.

If you have questions regarding the acquisition that you'd like answered in the
Q&A, or if you have suggestions about information you'd like included in this
section of InfoNET, please send an e-mail to the ACQUISITION QUESTIONS e-mail
box.

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MARKETING THE RBC ACQUISITION
(10/06/00) An important part of making Dain Rauscher's acquisition by the Royal
Bank of Canada a smooth transition is successfully marketing the change to our
clients.

CLIENT LETTERS
To start, we are working with each of the business lines to develop approved
letters to be used for direct communication with clients. In addition to the
letters, employees in all business lines have been approved to send a copy of
the RBC BACKGROUNDER to clients. The Backgrounder is available on InfoNET in the
RBC ACQUISITION SECTION under the RBC Company Information heading. All written
communication about the transaction must be filed with the SEC. Therefore you
must only use firm-approved materials.

Read on for more information about the letters approved by each business line:

PRIVATE CLIENT GROUP - A letter is available on the on the CMS L: drive
(acquired.doc) for IEs to send to clients. We strongly recommend that the letter
be sent to every client. A SAMPLE OF THE LETTER is available for review on
InfoNET.

In addition, a LETTER FROM IRV WEISER about the acquisition is included with
September statements, which are being mailed this week.

FIXED INCOME - Three letters are available to be sent to Fixed Income clients:

- GENERAL CLIENT LETTER;
- MUNICIPAL CLIENT LETTER; OR
- ASSET-BACKED SECURITIZATION CLIENT LETTER.

The letters can be accessed directly though InfoNET in the RBC Acquisition
Section under the Marketing & Communications heading.

DAIN RAUSCHER WESSELS - A CLIENT LETTER is available to be sent to all DRW
clients and partners. We strongly encourage you to take this opportunity to
address your business associates regarding this change. The letter can be
accessed directly though InfoNET in the RBC ACQUISITION Section under the
Marketing & Communications heading.

NEW LOGO AND IMAGE
We are planning to change the company's logo and corporate image to match the
Royal Bank of Canada's when the name changes to RBC Dain Rauscher Wessels upon
closing. The new name and logo is not to be used before the transaction has
closed.

At that time, new letterhead and business cards will be provided for all who use
them. Ordering information will be available next month. The Marketing
Department is also working to update all brochures and other collateral as
quickly as possible. We will keep you informed on the status of the new
materials closer to the closing date.

HOLIDAY GIFTS
Because the closing date hasn't been determined, a final decision has not been
made regarding logo merchandise for holiday gifts. The Company Store will
provide information when it is available. Watch InfoNET for more details soon.

MORE INFORMATION AVAILABLE
For additional information about the acquisition, see the RBC ACQUISITION
INFORMATION section on InfoNET. You can also e-mail your specific questions to
the ACQUISITION QUESTIONS e-mail box. We will continue to answer questions on
InfoNET.

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RETIREMENT PLAN TOPS LIST OF EMPLOYEES' ACQUISITION ISSUES
(10/23/00) Of the questions employees have submitted to either the Acquisition
Questions e-mail box or the Conference Call Questions e-mail box, nearly a third
of the total concerned how the acquisition will affect the Dain Rauscher
Retirement and Savings Plan.

That topic was followed by questions about our new logo and corporate identity.
There also were numerous questions about the potential for restructuring,
layoffs and further acquisitions.

So far, we've received more than 75 questions from employees. We're doing our
best to answer all of them. However, your questions are way ahead of our ability
to provide answers. In many cases all we can say is a not very satisfying "we
don't know."

Here is some additional information about some of your most-asked questions.

ABOUT THE RETIREMENT AND SAVINGS PLAN
Under the plan you're always vested in your own contributions.

According to the plan rules, after five years of service you vest in the
company's matching contributions. However, as a result of the acquisition,
employees who are eligible to receive any fixed or variable matches made by the
company vest immediately in the value of those contributions, even if they have
been here for less than five years.

Furthermore, Dain Rauscher will make the variable matching contribution to all
eligible employees employed on December 31 based on our performance for 2000. If
you receive this contribution it will be fully vested immediately.

ABOUT OUR NEW LOGO, IDENTITY AND MARKETING MATERIALS
We don't yet know what the transaction closing date will be, as it depends on
regulatory approvals and SEC review. Consequently, we can't tell when the name
of the company will officially change or when we will have an approved logo.

What we do know is:

- We cannot use a new company name on marketing materials until the deal
closes. It also remains to be seen whether we have an approved logo by
then.
- If you're out of marketing materials and need to order new ones, or if you
want to order holiday merchandise for clients, we have to use the existing
company name (Dain Rauscher).
- Regardless of when these issues sort themselves out, the company's
re-branding will be phased in over time. Don't expect signage to change
over night or for all materials to be instantly replaced.

ABOUT ANY RESTRUCTURING, LAYOFFS AND OTHER POTENTIAL ACQUISITIONS
It's natural for people to be concerned about possible job losses and changes,
but as we've said before, only a handful of employees' jobs are impacted. We're
working with the affected individuals to develop new positions. You may have
heard about restructuring at Dain Correspondent Services and our pending
acquisition of Voyageur, an investment management company based in Minneapolis.
These events been in the works for a long time, and they aren't related to RBC
acquiring Dain Rauscher. In fact, they illustrate RBC's commitment to letting us
run our business autonomously and in a way that allows us to achieve our goals
for growth.

For the rest of us, it's business as usual ... Operations must still prepare for
T+1 and decimalization ... our technology initiatives are continuing ... and we
need all of you to help us keep growing our business.

Dain Rauscher will be filing a proxy statement and other relevant documents
concerning the acquisition with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's Web site, www.sec.gov. In addition,
documents filed with the SEC by Dain Rauscher will be available free of charge
from Jennifer Driscoll, director of investor relations.

Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from

<PAGE>

the stockholders of Dain Rauscher in favor of the acquisition. The directors and
executive officers of Dain Rauscher include the following: J.C. Appel, J.E.
Attwell, S.S. Boren, D. Collins, F.G. Fitz-Gerald, P.M. Grant, W.F. Mondale,
D.J. Parrin, P.H. Phillippe, C.A. Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr.,
C.J. Smith , R.A. Tschetter, I. Weiser and K.J. Wessels. Collectively, as of
March 2, 2000, the directors and executive officers of Dain Rauscher
beneficially owned approximately 8.9% of the outstanding shares of Dain Rauscher
common stock. Stockholders of Dain Rauscher may obtain additional information
regarding the interests of such participants by reading the proxy statement when
it becomes available.

<PAGE>

ACQUISITION QUESTIONS & ANSWERS

The date after each question indicates when it was added to this Q&A list. To
submit a question, send an e-mail to the ACQUISITION QUESTIONS e-mail box.

EMPLOYEE BENEFITS AND COMPENSATION

COMPENSATION

WILL CLIENT ASSOCIATES SALARIES BE AFFECTED? IF RBC'S PAY SCALES ARE HIGHER,
WILL OUR PAY BE RAISED? (10/16/00)

We will continue with our current Dain Rauscher compensation plans.

WHEN CAN WE EXPECT TO BE INFORMED ABOUT DETAILS OF THE RETENTION POOL FOR IES?
(10/09/00)

We expect to be able to inform IEs about the details of the retention pool
within the next several weeks. In the interim, questions regarding the retention
pool should be directed to the PCG regional directors through the branch
managers.

WILL OUR COMP AND BENEFITS STRUCTURE CHANGE NOW THAT WE ARE PART OF A CANADIAN
COMPANY RATHER THAN A US COMPANY? IF SO, HOW? (09/28/00)

The fact that we are owned by a Canadian company will have little impact on our
company. Royal Bank owns several other US companies, and their comp and benefit
programs reflect US regulations and geographical market competitiveness. For the
year 2001, little will change in our compensation and benefits structure except
where stock based plans are impacted by DRC stock converting to cash. During the
year, we will review what the other RBC US companies offer and determine whether
a common US structure makes sense. This may result in some changes for 2002 and
beyond. We remain committed to offering programs that are market competitive and
provide for the needs of our employees.

WHAT IS RBC'S COMPENSATION PHILOSOPHY? HOW DOES THEIR BASE-TO-BONUS STRUCTURE
COMPARE TO DRC'S? (09/28/00)

The base-to-bonus structure at RBC is similar to Dain's. Incentive compensation
rewarding employees based on results is the key philosophy.

HOW WILL THIS AFFECT MY 2000 BONUS? (09/28/00)

All bonus programs will continue as planned for 2000. Employees will still be
eligible to receive bonus payments. The bonus pools will continue to accumulate
based on Dain Rauscher financial results. The timing of the bonus payments will
remain on the normal schedule - February 2001 for calendar year 2000.

HOW WILL THIS AFFECT THE 2000 EPS BONUS FOR NON-EXEMPT EMPLOYEES? (09/28/00)

The 2000 EPS bonus will be determined by the company's full-year financial
results. The timing of the bonus payments will remain on the normal schedule -
February 2001 for calendar year 2000.

HOW WILL THE RETENTION POOL BE ALLOCATED? (09/28/00)

The vast majority of the retention pool is being allocated to Private Client
Group IEs and Capital Markets revenue producers. This is being done to retain
those employees who directly serve our clients. This will ensure that our
revenue stream continues for future growth and profitability and that we keep
important business relationships with our client base.

EMPLOYEE STOCK PURCHASE PLAN

<PAGE>

IS THERE ANY REASON THIS HAD TO BE ANNOUNCED BEFORE THE FIRM PURCHASED SHARES
FOR THE EMPLOYEE STOCK PURCHASE PLAN? (10/16/00)

The fact that the acquisition was agreed to and announced just days prior to the
end of the purchase period for the Employee Stock Purchase Plan was a
coincidence.

WILL THOSE OF US IN THE EMPLOYEE STOCK PURCHASE PLAN BE REQUIRED TO HOLD THE
STOCK FOR ONE YEAR OR WILL FULL VESTING ALLOW FOR IMMEDIATE WITHDRAWAL FROM THE
PLAN? (10/09/00)

Employees will be fully vested in their shares when the acquisition is
finalized. Those shares will convert to cash, which will be distributed at that
time.

WILL RBC HAVE AN EMPLOYEE STOCK PURCHASE PLAN THAT WE WILL BE ABLE TO
PARTICIPATE IN? (10/09/00)

Currently there is not a plan similar to the Employee Stock Purchase Plan where
we can purchase shares of Royal Bank of Canada at a 15 percent discount. Over
the coming months we will explore potential new benefit opportunities that may
be available to us through our association with Royal Bank.

WHAT WILL HAPPEN TO THE CONTRIBUTIONS TO THE EMPLOYEE STOCK PURCHASE PLAN THAT I
MADE DURING THE THIRD QUARTER? (10/02/00)

All contributions that you made during the third quarter will be invested in
Dain Rauscher stock at $79.05 per share (September 29 closing price of $93.00
per share less 15 percent discount). The shares that are held in your account
will then be exchanged for $95 each at the closing of the acquisition. The cash
proceeds will then be distributed to you.

HOW WILL THIS AFFECT MY EMPLOYEE STOCK PURCHASE PLAN? (09/28/00)

The Employee Stock Purchase Plan, implemented July 1 of this year, will be
discontinued as of the end of September. All employee contributions made during
the quarter will be invested as described in the plan prospectus, ensuring
employees receive the 15% discount. No payroll deductions or investments will be
made after that date. We will distribute shares to participants immediately
prior to the close of the transaction.

GENERAL

WILL EMPLOYEES BE ABLE TO MAKE EMPLOYER-MATCHED CONTRIBUTIONS TO CHARITIES OR
NON-PROFIT ORGANIZATIONS AFTER THE ACQUISITION IS FINALIZED? (10/30/00)

Yes. Dain Rauscher will continue to have its own foundation for making
charitable contributions, which includes the Employee Gift Matching Program.

WILL WE STILL HAVE DOMESTIC PARTNER BENEFITS? (10/16/00)

Yes. Domestic partner benefits will continue to be a feature of Dain Rauscher's
benefit plans in 2001. There will be an overall benefits plan review in 2001 for
benefits starting on January 1, 2002 that will include all RBC U.S.-based
companies.

WILL THE LENGTH-OF-SERVICE AWARD PROGRAM STILL BE IN PLACE NEXT YEAR? (10/09/00)

Yes, this program will continue through 2001. It honors employees who celebrate
milestone service anniversaries in five-year increments, and includes a company
gift and a Visa debit card. As with many other of our benefit programs, we will
review this program during the course of the year, which may result in some
changes for 2002 and beyond. However, we remain committed to

<PAGE>

offering programs that are market competitive and provide for the needs of our
employees.

WHAT ARE THE STOCK-BASED PLANS THAT WILL BE IMPACTED BY THE TRANSACTION?
(09/28/00)

The plans that will be affected include the following:

- Dain Rauscher Retirement and Savings Plan;

- Employee Stock Purchase Plan;

- Deferred compensation: Wealth Accumulation Plan (WAP), Management Deferred
Stock Plan (MDSP); and

- DRC stock options and restricted stock grants.

See additional questions for impact on these plans.

HOW WILL THIS AFFECT MY STOCK OPTIONS OR RESTRICTED STOCK? (09/28/00)

The impact on stock options and restricted stock depends on when the stock was
granted - a) those granted prior to 2000 and b) those granted in 2000.

Options granted prior to 2000 will fully vest and will be automatically
exercised and will be paid out as cash when the transaction closes. Options and
restricted stock granted in 2000 will convert to RBC stock when the transaction
closes. 2000 options will continue with their current vesting schedule but will
fully vest on the two- year anniversary of the transaction close date. You will
then be able to exercise those grants on the same terms as you would have with
your DRC stock.

Options will create taxable income only as the employee exercises them. However
restricted stock grants will generate taxable ordinary income on the date that
they vest for the fair market value of the stock on that date.

We are still exploring to what extent we will use RBC stock for option and
restricted stock grants going forward.

HEALTH & WELFARE BENEFITS

HOW WILL THIS AFFECT MY INSURANCE AND PAID TIME OFF BENEFITS (HEALTH INSURANCE,
ETC.)? (09/28/00)

For 2001, your Dain Rauscher benefit plans will continue, aside from possible
enhancements in the Aetna policy, which we have been considering separately.
Because RBC owns other US companies, we will look at our benefits programs along
with that of the other companies and recommend changes for January 1, 2002. We
remain committed to providing a quality benefits program for you.

RETIREMENT PLAN

GOING FORWARD, WHAT KIND OF PROFIT-SHARING CONTRIBUTIONS TO THE 401(k) PLAN CAN
BE ANTICIPATED? (10/30/00)

The company's variable match will be paid in March 2001, based on our
performance for all of 2000. Once you are eligible for company contributions,
the plan provides for a variable match of up to 200 percent on the first 3
percent you contribute to the plan. The variable match also will exist in 2001
(to be paid in March 2002); however, the basis for a variable match in future
years has yet to be determined.

WILL IT BE POSSIBLE TO ROLL MY 401(k) BALANCE TO MY SELF-DIRECTED IRA?
(10/16/00)

No. The plan is not being terminated, so distributions will be permitted only
under plan rules, including rules with respect to hardship withdrawals.

<PAGE>

CAN I STILL CONTRIBUTE TO THE DAIN RAUSCHER STOCK FUND IN THE 401(K)/RETIREMENT
PLAN? (10/09/00)

Yes. You can still make contributions into the Dain Rauscher stock fund with new
401(k) contributions until the acquisition transaction closes. You purchase
additional units of the stock fund at the price on the day the contributions are
made.

WILL I BECOME FULLY VESTED IN THE 401(K)/RETIREMENT PLAN AS A RESULT OF THE
ACQUISITION? (10/02/00)

If you are an employee of Dain Rauscher on the date the acquisition closes you
will become fully vested in the retirement plan. At that time all unvested
balances and all future contributions will be fully vested. If you are not
currently participating but are still an employee when the acquisition closes,
you will be fully vested if you decide to participate at some point in the
future.

WHAT WILL HAPPEN TO MY DAIN RAUSCHER STOCK FUND BALANCE? (10/02/00)

When the acquisition closes your stock fund balance will be fully liquidated at
$95 per share of Dain Rauscher stock. You will be able to direct the balance in
your stock fund to any of the investment options offered in the plan. We are
planning to have Royal Bank of Canada stock and additional mutual funds
available to you when the transaction closes. You will receive additional
information regarding the election process for investing your stock fund
proceeds later this year.

WHAT WILL HAPPEN TO THE REST OF MY RETIREMENT PLAN ACCOUNT BALANCES AND WHAT
IF I HAVE AN OUTSTANDING LOAN BALANCE? (10/02/00)

The Dain Rauscher Retirement and Savings plan will remain in place in 2001, and
all other account balances and/or loans will be unaffected. During 2001, we will
review the design of the plan and compare it with other RBC US companies. If a
common US structure makes sense, there may be some plan changes for 2002 and
beyond.

HOW WILL THIS AFFECT MY RETIREMENT PLAN? (09/28/00)

The Dain Rauscher Retirement and Savings Plan will continue through 2001. You
will continue to receive your fixed and variable matching contribution based on
your own participation in the plan. Beyond 2001 we'll be reviewing the plan
design, which may result in some changes for 2002 and beyond. One factor we'll
be looking at is what other RBC's other US companies offer.

All participants in the retirement plan will become fully vested on the date of
the transaction closing. Although vesting will accelerate, all account balances
will remain invested within the plan. Because there are no distributions from
the plan as a result of change in ownership, you will not receive any taxable
income as your account balance vests.

Since DRC shares will be purchased for cash by Royal Bank, you will receive cash
in your account as well.

You will be able to direct the cash into other retirement plan investment
choices. Royal Bank stock will be offered as an investment option. We will also
look at adding additional mutual fund choices to the retirement plan. When these
investment decisions are finalized, you will be given information on the new
fund choices and instructions on how to reinvest your cash.

SINCE EMPLOYEES ARE NOW AUTOMATICALLY VESTED IN THEIR 401(K) DAIN RAUSCHER STOCK
FUND HOLDINGS, HOW ARE WE GOING TO KEEP THEM AT THE NEW COMPANY? (09/28/00)

First of all, we believe that we have a great company. We have strong values
that employees find attractive, and a platform that helps people grow in their
careers. Our corporate culture is not expected to change, due to the autonomy
with which we will be operating.

Being part of a bank offers employees more stability and capital to pursue
growth opportunities. We believe that employees will be excited about the
business opportunity represented by this combination, as well as the additional
career opportunities afforded as part of a larger organization.

<PAGE>

WEALTH ACCUMULATION PLAN

WILL ACCOUNTING DO TAX WITHHOLDING ON THE DISTRIBUTION FROM THE WEALTH
ACCUMULATION PLAN, AND IF SO AT WHAT RATE? (10/16/00)

Payroll will withhold taxes at an IRS-required flat rate of 28 percent, for
Federal taxes, plus applicable state rates.

WILL I STOP MAKING DEFERRALS TO THE WEALTH ACCUMULATION PLAN (WAP) BECAUSE OF
THE ACQUISITION? (10/02/00)

Not immediately. If you are eligible for WAP we will continue to take deferrals
from your check until we are closer to the acquisition closing date. When we are
able to more accurately determine the actual closing date, we will cease taking
deferrals from your paycheck and begin valuing your account for distribution.

WHAT HAPPENS TO MY WEALTH ACCUMULATION PLAN ACCOUNT BALANCE AS A RESULT OF THE
ACQUISITION? (10/02/00)

All active employees on the date the acquisition closes will become fully vested
in their entire account balance in the plan. In addition, under the plan you are
required to receive a complete distribution of your account balance. If the
acquisition closes in 2000, you will receive a distribution of your entire
account balance prior to the end of the year. Should the transaction close in
2001, you will receive a distribution shortly after the closing date. You are
not able to transfer this money into another plan or to keep it deferred. It
will be reported to you as ordinary income in the year distributed.

HOW WILL THIS AFFECT MY DEFERRED COMPENSATION (E.G. WEALTH ACCUMULATION PLAN)?
(09/28/00)

All deferred compensation programs (WAP, MDSP and Excess plan) will have two
events happen as a result of the change in ownership. 1) all unvested balances
in the plans will vest in full, and 2) all account balances will be paid out to
participants. Account balances will be paid out in cash in the year that the
transaction closes. This will create taxable W-2 income in the year payments are
made.

Deferrals will not be made from 2000 bonuses. We will notify all affected
employees when this has been determined. Any company matching on deferrals that
would have occurred for the year, as if the plan had continued, will be paid out
in cash to participants in Feb. 2001.

We plan to continue a deferred compensation program in 2001. Because DRC stock
is no longer available as a component of these plans, we will take the next 60
days to review the plan provisions. You will receive information about the new
plan design and enrollment kits when the new plan is developed.

BUSINESS STRATEGY

MANY OF MY CLIENTS ARE VERY CONCERNED ABOUT HAVING THEIR DOLLARS UNDER THE
"CONTROL" OF A FOREIGN COUNTRY. HOW SHOULD I RESPOND? (10/30/00)

The change in ownership of Dain Rauscher will have no impact on client assets.
Dain Rauscher will continue to be based in Minneapolis. It will remain a
licensed broker-dealer in the United States and maintain custody of client
assets. The SEC, NYSE, NASD and other regulatory and self-regulatory
organizations will continue to have oversight responsibilities for Dain
Rauscher's business.

WILL THE DAIN RAUSCHER WEB SITE OR E-MAIL ADDRESS CHANGE? (10/30/00)

<PAGE>

We do not anticipate making any immediate changes to our Web site and e-mail
addresses.

FOR DAIN RAUSCHER CLIENTS WHO ALSO ARE CUSTOMERS BOTH OF RBC AND DOMINION
SECURITIES, WOULD SOMEONE AT RBC (OR DOMINION) BE ABLE TO LOOK AT THEIR DAIN
RAUSCHER ACCOUNTS, AND VICE VERSA? (10/30/00)

We have yet to determine what, if any, information can or should be shared
between them.

ARE WE PLANNING ON KEEPING OUR CURRENT BACK-OFFICE AS IS, OR WILL WE BE CHANGING
OVER TO THEIR SYSTEM AT SOME POINT? (10/16/00)

At the present time, Dain Rauscher intends to continue using its own back
office.

WILL WE HAVE THE ABILITY TO OFFER LINES OF CREDIT TO CLIENTS SIMILAR TO WHAT A
BANK COULD OFFER? (10/16/00)

One of the benefits to Dain Rauscher of the acquisition is the potential ability
to offer more products to our clients; however, we have not determined what new
products or services might be offered to our clients in the future. That process
needs to be completed as it has in the past--through careful study of client and
broker needs and setting appropriate priorities.

WILL THE ACQUISITION MAKE IT EASIER TO BUY AND RECEIVE QUOTES ON CANADIAN STOCKS
AT DRC? (10/16/00)

We provide a number of different quote services with each IE's standard
workstation; however, a quote service for Canadian stocks isn't part of the
standard package. We don't expect any immediate changes to the quote services we
presently offer.

CAN WE BANK WITH RBC? WILL WE HAVE PRODUCTS AVAILABLE TO THE EMPLOYEES, SUCH
FAVORABLE LENDING RATES FOR HOMES CARS, AND LINES OF CREDIT? (10/16/00)

Dain Rauscher and RBC have not yet determined what, if any, products and
services might be available to our clients or employees as a result of our
affiliation with RBC.

SOME NEWS ARTICLES HAVE TALKED ABOUT THE POSSIBILITY OF DAIN RAUSCHER BEING
COMBINED WITH DOMINION SECURITIES, RBC'S BROKER-DEALER IN CANADA? IS THAT TRUE?
(10/09/00)

It would be difficult for us to merge for a number of reasons:

- There are differences in regulatory requirements between Canada and the
United States;

- From an operational standpoint, they use a different currency than we do;

- RBC has a strong record of letting their affiliated companies operate
autonomously, in fact Dominion Securities, their Canadian broker-dealer,
has run autonomously for 13 years; and

- RBC has acquired us to serve as their U.S. growth platform.

WILL DAIN RAUSCHER RENAME "INVESTMENT EXECUTIVE" TO INVESTMENT OR FINANCIAL
ADVISOR? (10/09/00)

As you might expect, Dain Rauscher and RBC sometimes use different terminology
to describe the same thing. However, we have no plans at this time to change our
"Investment Executive " terminology.

AFTER JUST ISSUING NEW CHECKS TO CLIENTS, WILL THEY BE GETTING NEW CHECKS YET
AGAIN? (10/09/00)

This is one of the many details we will need to work out over the next several
weeks.

HOW AUTONOMOUS WILL THE RBC DAIN RAUSCHER WESSELS BE FROM RBC CORPORATE?
(09/28/00)

We will retain our management team, and there will be very few changes in
organizational structure at this time. In addition, there will be no immediate
changes in daily business operations.

WHAT BUSINESS UNITS WILL WEISER HAVE RESPONSIBILITY FOR UNDER THE NEW STRUCTURE?
(09/28/00)

<PAGE>

Those who currently report to Irv Weiser will continue to do so except that
Peter Grant will report to RBC for business line purposes but will continue to
report to Irv for legal and regulatory purposes.

WHAT HAPPENS TO DAIN CORRESPONDENT SERVICES? (09/28/00)

We remain committed to the clearing business, and RBC is buying into our growth
strategy and strategic plan, a large part of which is growth in the clearing
business.

We will continue to execute that plan and anticipate no changes in the plan as a
result of the transaction.

WHAT HAPPENS TO FIXED INCOME CAPITAL MARKETS? (09/28/00)

FICM, as it stands today, will continue to report to John Appel under Irv
Weiser.

WHAT WILL JOHN APPEL'S ROLE BE IN THE NEW RBC DAIN RAUSCHER WESSELS? (09/28/00)

John will continue to be responsible for Fixed Income Capital Markets, legal,
compliance and asset management.

WILL DAIN RAUSCHER EXECUTIVE COMMITTEE AND SENIOR MANAGEMENT GROUP CONTINUE TO
EXIST? IF SO, WHAT WILL BE THEIR ROLES AND WILL THEIR MEMBERSHIP CHANGE?
(09/28/00)

We will reevaluate this as part of the transition plans.

ARE YOU STILL SEARCHING FOR A HEAD OF PRIVATE CLIENT GROUP HEAD TO SUCCEED RON
TSCHETTER? (09/28/00)

Yes, we will continue with that search.

WHAT HAPPENS TO THE DAIN RAUSCHER FOUNDATION? (09/28/00)

RBC is very supportive of Dain Rauscher's giving program and has agreed that we
will continue to donate up to 5% of our pretax profits to charitable
organizations.

RBC currently supports a wide range of community organizations in Canada, giving
$25 million to charitable organizations in 1999. The firm is the largest
corporate donor to charities in Canada.

WHAT ARE THE ADVANTAGES OF THIS DEAL TO OUR EQUITY CAPITAL MARKETS GROUP?
(09/28/00)

This move accelerates our goal of attaining top-tier status in North America
within our industry sectors. It provides us with more resources, a broader
product range (which allows for deeper client relationships) and the opportunity
to grow with our existing client base.

WHAT IS THE GROWTH PLAN FOR THE NEW RBC DAIN RAUSCHER WESSELS? (09/28/00)

We will continue to be guided by our five-year strategic plan. This acquisition
will bring us farther down the road, and faster than originally envisioned, in
terms of alternative distribution channels and product line expansions. With
RBC's support, we also intend to continue to rapidly grow the equity capital
markets and explore related new businesses, such as venture capital and asset
management.

DOES THIS MEAN OUR IES WILL HAVE TO "CROSS-SELL" BANK PRODUCTS AND PROPRIETARY
FUNDS? (09/28/00)

No. IEs will have the opportunity to sell bank products, but there will not be
"quotas." Like Dain Rauscher, RBC believes in the importance of objectivity and
of putting clients' interests first.

HOW DOES THIS ACQUISITION BENEFIT DAIN RAUSCHER CLIENTS? (09/28/00)

It should help increase client loyalty, to the extent that their relationship
with us is expanded to new products. Aside from that, it is our goal to make the
combination transparent to clients, and we are counting on you to provide them
with the same, excellent service as always during the transition.

WHAT DOES A CANADIAN BANK KNOW ABOUT THE US BROKERAGE AND INVESTMENT BANKING

<PAGE>

BUSINESS? (09/28/00)

RBC operates the largest brokerage firm in Canada. They're a well-run,
successful financial institution and the largest bank in Canada. They have a
Standard and Poors' senior debt rating of AA-. Their high regard for us is part
of their motivation for structuring this deal so that we retain our autonomy.

WHAT IMPACT DOES THIS HAVE ON PCG'S AGREEMENT WITH COMERICA TO PROVIDE TRUST
SERVICES? (09/28/00)

We will continue to offer Comerica products along with other products offered by
RBC.

WILL ANY RBC FUNDS BE PART OF FUND ADVISORY SERVICE OR INVESTMENT CHOICE?
(09/28/00)

They have no U.S. funds.

WILL ANY DRC JOBS BE ELIMINATED AS A RESULT OF THIS ACQUISITION? IF SO, HOW MANY
AND WHERE? (09/28/00)

We expect there will be very few job eliminations, and only by attrition. Given
our increased resources, we hope to increase the number of jobs.

WILL ANY "CORPORATE" FUNCTIONS BE MANAGED CENTRALLY BY RBC (OPERATIONS, FINANCE,
HR, COMMUNICATIONS, MARKETING, ETC.)? IF SO, WHICH ONES? (09/28/00)

No, most of those jobs will continue to report through Dain Rauscher. Some jobs
will have dotted line reporting relationships to RBC. All will continue to
report as they do currently.

WHAT DO I TELL MY CLIENTS? (09/28/00)

We would like you to explain that this will not disrupt their service and that
they may continue to expect the same great service from you. But in addition,
they will have access to some new products (which will vary based on business
line). Client letters and statement stuffers will be created to make sure your
clients are well informed about the transaction. Please note, all written
communications about the transaction must be filed with the SEC. Therefore you
must only use firm-approved materials.

HAS A TRANSITION TEAM BEEN FORMED? IF SO, WHO FROM DRC WILL BE ON IT? HOW WILL
THE TRANSITION BE MANAGED? (09/28/00)

We will create transition teams representing all affected areas. It will include
members from RBC as well as from Dain Rauscher. We will communicate more about
the teams in the near future.

NAME CHANGE

WHAT WILL OUR NEW LOGO LOOK LIKE? (10/09/00)

The Marketing Department currently is working in consultation with RBC on the
design of our new logo.

IS THE NEW NAME RBC DAIN RAUSCHER IN EFFECT TODAY OR DOES THAT NOT TAKE EFFECT
UNTIL THE ACQUISITION IS FINAL? (10/09/00)

Employees should wait until the acquisition is final to use the new name: RBC
Dain Rauscher Wessels. Until then, use Dain Rauscher, or for equity capital
markets, Dain Rauscher Wessels.

WHAT WILL BE THE NAME OF OUR COMPANY OR AFFILIATE? (09/28/00)

We will become RBC Dain Rauscher Wessels.

WILL WE HAVE OUR OWN LOGO? (09/28/00)

We are likely to adapt RBC's logo. A team will examine this question more
closely in the coming weeks.

<PAGE>

WILL THE NAME OF THE DAIN RAUSCHER PLAZA CHANGE? IF SO, WHAT WILL THE NEW NAME
BE? (09/28/00)

The name of the building will be studied during the transition.

WHEN WILL OUR OFFICES GET NEW SIGNAGE? (09/28/00)

We will begin working with our landlords immediately. However, the process
usually takes several months.

WHEN WILL WE GET NEW LETTERHEAD AND BUSINESS CARDS? (09/28/00)

Upon closing of the transaction, we will distribute new letterhead and business
cards to people who currently use them.

ROYAL BANK OF CANADA

HOW CAN WE FIND OUT MORE ABOUT RBC? (09/28/00)

RBC has a web site at www.royalbank.com and additional information is posted on
InfoNET.

HOW STRONG, FINANCIALLY, IS RBC AND HOW IS IT IMPACTED BY THE CANADIAN ECONOMY,
WHICH IS NOT AS ROBUST AS THE US ECONOMY? (09/28/00)

RBC is a very strong financial services firm. It is AA- rated and trades on the
New York Stock Exchange at 61 1/4. It has market capitalization of U.S. $18.6
billion and is the number one retail/commercial financial services company and
largest wealth management organization in Canada.

WHAT HAS BEEN RBC'S TRACK RECORD IN MANAGING PAST ACQUISITIONS? (09/28/00)

The bank has made acquisitions that add to shareholder value, operate
independently and yet leverage its client base and financial services expertise.

HOW AUTONOMOUS HAS DOMINION SECURITIES BEEN SINCE IT WAS ACQUIRED BY RBC?
(09/28/00)

Dominion has retained its autonomy since its acquisition by RBC 13 years ago.
Dominion's headquarters is in the same city as RBC in a different building. We
do not expect RBC to treat us any differently.

TRANSACTION

WHERE CAN I GET A COPY OF THE MERGER ANNOUNCEMENT CLIENTS RECEIVED WITH THEIR
STATEMENTS? (10/30/00)

For additional copies of the statement stuffer LETTER FROM IRV WEISER to clients
announcing the change, check the RBC Acquisition section of InfoNET under
Marketing and Communications.

HOW WAS THE $1.46 BILLION VALUATION WAS REACHED? DID WE HAVE AN "ASKING PRICE"
GOING IN? (10/09/00)

The price was negotiated and approved by the Board. Among the things we
considered were the pricing and terms of other transactions in our sector. The
$1.46 billion figure is arrived at by multiplying the number of shares
outstanding by the $95 per share price we agreed upon, plus the cost of the
payout of DRC options and the deferred compensation plan.

WHEN THE ACQUISITION CLOSES, WHAT WILL HAPPEN TO THE DAIN RAUSCHER BOARD OF
DIRECTORS? (10/09/00)

After the closing date, DRC's Board of Directors will be replaced by a Board
made up of Dain Rauscher's Executive Committee members as well as
representatives chosen by Royal Bank.

<PAGE>

WILL DRC PAY A FOURTH QUARTER DIVIDEND? (10/09/00)

We expect to pay our normal dividend during fourth quarter 2000, subject to
board approval.

WHY DID MANAGEMENT SELL AFTER PROMOTING THE CONCEPT OF "INDEPENDENCE" AND THE
IMPORTANCE OF "REMAINING INDEPENDENT"? (09/28/00)

We have often said that we believe it is important that we control our own
destiny. Our high level of performance has been key to our independence up to
this point. In addition, it has enabled us to turn down offers from acquirers
when we did not believe the price or the fit were beneficial to our
shareholders, clients and employees. As a public company, we have a duty to
shareholders to consider all bona fide offers, and this is a very good offer for
shareholders. Beyond the price per share, we view this as a "win" at every
level, for employees, clients and the community.

- It's a "win" for clients who will retain their relationship with their
investment executives but it will give us more resources to serve them.
- It's a "win" for employees on many different levels. We will enjoy more
stability and more career opportunities as part of a larger organization.
There will be additional resources available for growing our businesses and
investing in technology. In addition, all employees are immediately vested
in the company's 401(k) plan, including the company's match and
profit-sharing contributions. All account balances in the deferred
compensation plans (WAP, MDSP, Excess) will also fully vest. Stock options
granted prior to 2000 also automatically vest and will be paid out upon
change in control, as will deferred plan balances. RBC also is setting up a
$200 million pool to retain key employees.
- it's a "win" for the community, given that we will continue to give back 5%
of our pretax profits and manage our giving program locally.

WHY DID MANAGEMENT ACCEPT THIS PARTICULAR OFFER? (09/28/00)

In this case, not only were we given an attractive offer, but it was structured
so that we can retain our autonomy. We also will have the capital to more
quickly fully implement our five-year strategic plan, which includes growing our
existing businesses and launching new ones in related fields, such as asset
management or venture capital. RBC shares our commitment to growth and has more
resources - both people and financial resources - to fuel that growth. As
importantly, RBC shares our values and culture as a client-focused firm.

WHY IS $95 PER-SHARE AN "ATTRACTIVE PRICE"? HOW DOES IT COMPARE TO THE PRICE
PAID IN OTHER RECENT BANK-BROKERAGE ACQUISITIONS? (09/28/00)

Our multiple is in line with that of other regional firms sold in the past
couple of years. Our price of $95 is equal to three times book value, four times
tangible book, compared with a median purchase price of comparable brokerage
firms in the past few years of 2.7 times book. This price also represents a
premium of 104.3% over the Dec. 31, 1999 closing price, and a 19% premium over
the Sept. 27 closing price, all at a time when securities firms are trading at
all-time highs and Dain Rauscher is at its peak performance.

<TABLE>
<CAPTION>
BROKERAGE FIRM MULTIPLE TO BOOK
<S> <C>
US Bancorp/Piper Jaffray 4.0
UBS/Paine Webber 3.5
KeyCorp/McDonald 3.0
Chase/Hambrecht & Quist 3.0
First Union/Wheat First 3.0
Bankers Trust/Alex. Brown 2.4
First Union/Everen 2.4
Wachovia/Interstate Johnson Lane 2.2
Wells Fargo/Ragen MacKenzie 2.2
MONY/Advest 2.0
Median 2.7
</TABLE>

WERE THERE OTHER OFFERS? DID WE GET THE BEST PRICE? (09/28/00)

Our strong performance has attracted other preliminary inquiries, but no other
firm met our

<PAGE>

criteria.

WERE THERE OTHER REASONS TO SELL, BESIDES PRICE? (09/28/00)

Yes, and these are as important as price:

- Cultural fit - both firms are client-focused;
- Degree of independence post-transaction;
- Access to capital;
- Ability to leverage our strengths and achieve the growth outlined in
our strategic plan; and
- Dominant market share/industry knowledge of the acquirer.

WHAT ARE THE ADVANTAGES OF THIS DEAL TO RBC? (09/28/00)

RBC is seeking to build a unique global investment bank and strong North
American wealth management platform. This acquisition is a significant step
toward achieving that goal. In addition, the two firms have complementary
investment banking strengths, similar cultures and a common vision. This
acquisition also is expected to be accretive to RBC earnings (cash) in year one,
accretive to EPS in 2002 and growing thereafter.

WHEN DOES THE ACQUISITION TAKE EFFECT? (09/28/00)

We expect the transaction to close by year end.

WHAT IF I AM OPPOSED TO THE ACQUISITION? (09/28/00)

As a shareholder you will have an opportunity to vote, and there will be
pass-through voting rights through the Employee Stock Ownership Plan portion of
the retirement plan.

WHAT MAY I COMMUNICATE TO MY CLIENTS OR VENDORS? (09/28/00)

By the end of the week we plan to have client letters and communications
available for you to use. All written communications about the transaction must
be filed with the SEC. Therefore you must only use firm-approved materials.

HOW DOES THIS ACQUISITION BENEFIT DAIN RAUSCHER EMPLOYEES? (09/28/00)

As shareholders, the purchase price is a 19% premium over the stock's 9/27/00
close. In addition, all employees are immediately vested in the company's 401(k)
plan, including the company's match and profit-sharing contributions. Stock
options granted prior to 2000 also automatically vest and will be paid out upon
change of control, as will balances in the deferred compensation plans From a
business perspective, it offers more stability and capital for growth. In
addition, our corporate culture is not expected to change, due to the autonomy
with which we will be operating. And very few employees' jobs will be affected
by the acquisition.

WHAT IS THE TIMETABLE FOR COMPLETING THE TRANSITION? (09/28/00)

The transaction is expected to close by year-end 2000.

<PAGE>

MINIMAL IMPACT TO RETIREMENT AND SAVINGS PLAN FOR 2001
(11/01/00) Employees should expect only minor changes to Dain Rauscher's
Retirement and Savings Plan once the RBC acquisition is finalized. Generally,
most of the PLAN'S FEATURES AND PROVISIONS, such as procedures for making loans,
distributions and contributions won't change in 2001.

One thing that will change as a result of the acquisition is when unvested
employees become vested in the plan. Here is more information on this issue.

EMPLOYEES VEST IMMEDIATELY
When the acquisition closes, all employees who are enrolled in the plan
immediately VEST in - or own - the full value of their accounts, including any
future company match or contributions to their accounts. Eligibility
requirements to receive the company match remain in place, so newer employees
may be vested even though they have yet to receive a match from the company

ELIGIBILITY REQUIREMENTS
Employees do not receive company contributions, in the form of a fixed and a
variable match until they complete one year of service. They become ELIGIBLE on
the July 1 or January 1 after they complete one year of service.

From that point on, they receive a dollar-for-dollar match from the company on
up to 3 percent of their pay. This match also is known as the FIXED MATCH, and
it is made at the time employees have their contribution deducted from their
pay.

In addition to the fixed match, each March Dain Rauscher contributes an annual,
VARIABLE MATCH (aka profit sharing match) based on the company's prior-year
performance. For example, in March 2001 the company will contribute a variable
match to all eligible employees based on its performance in 2000. As with the
fixed match, only eligible employees receive the variable match.

Under plan rules, employees vest in the value of the fixed (and variable) match
after they celebrate their five-year anniversary with the company--unless the
company is acquired. In that case, eligible employees vest immediately in the
full value of their accounts, including the value of any fixed and variable
matches they've received, even if they have yet to reach their five-year
anniversary date. In addition, they're vested in all future contributions they
receive. We've prepared a couple of CASES to illustrate this difference.

Employees who join the company after the acquisition closes will begin receiving
the company fixed match after they earn their eligibility will vest in the value
of these matches on their five-year anniversary date.

KEY POINTS
- All employees of the company on the closing date--whether eligible to
receive a match or not--become vested in the company's fixed and variable
match, which they begin receiving once they meet eligibility requirements.
- Current eligible employees who are enrolled in the plan when the
acquisition closes immediately vest in the full value of their accounts
including the company match and all future contributions made by the
company too.
- Employees who join the company after the acquisition closes will vest when
they normally would, on their five-year anniversary date.

MORE TO COME
We're now working on finalizing changes in the plan's investment choices. Watch
InfoNET for an article that outlines your new options.

<PAGE>

include the following: J.C. Appel, J.E. Attwell, S.S. Boren, D. Collins, F.G.
Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H. Phillippe, C.A.
Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A. Tschetter, I.
Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the directors and
executive officers of Dain Rauscher beneficially owned approximately 8.9% of the
outstanding shares of Dain Rauscher common stock. Stockholders of Dain Rauscher
may obtain additional information regarding the interests of such participants
by reading the proxy statement when it becomes available.

<PAGE>

CASE STUDIES SHOW HOW COMPANY CONTRIBUTIONS AND VESTING WORK
Consider the following cases of two Dain Rauscher employees, John and Jane:

JOHN'S CASE
John joined the company in June 2000. He immediately signed up for the plan, and
between June and December he contributes $500 to plan. During that time his
investment grows, so when the transaction closes his account balance totals
$550.

The total account balance in which John is vested is $550. He is always fully
vested in the value of his contributions; however, since he has not served with
the company for a year, he has not been receiving a fixed match from the
company, nor will he receive the variable match in March 2001.

When John earns his eligibility on July 1, 2001, he'll begin receiving the
company fixed match and he'll receive any variable match contributed by the
company in March 2002. Because he was an employee when the transaction closed,
he is fully vested in the value of the company's fixed and variable match when
he receives them.

JANE'S CASE
Jane joined the company in May of 1999. Like John, she immediately signed up for
the plan and between her start date and December 2000, she has contributed
$1,500 to the plan. Her investment also has grown and the value of her
contributions is $1,700.

Like John, Jane always is fully vested in the value of her contributions. Jane's
situation differs from John's because on July 1, 2000, she became eligible to
receive matching contributions from the company.

Since then she has receive fixed matches totaling $250 and by December 2000 the
value of these matches is $275. Jane also will receive a variable match in March
of 2001.

If Dain Rauscher had not been acquired, Jane would not vest in the value of her
fixed and variable matches until May of 2004, her five-year anniversary date.
However, because plan rules call for immediate vesting if the company is
acquired, Jane vests in the value of her fixed and variable match when the
acquisition closes. For that reason, the total account balance in which Jane is
vested is $1,975 (1,700 + 275), and she'll also be vested in the variable match
she receives in March 2002.

Bottom line: You're always vested in your own contributions to the Dain Rauscher
Retirement and Savings Plan. If you're eligible to receive the company match on
the date the acquisition closes, you're also vested in the value of the
company's matching contributions.

If you're not yet eligible for the company match you will become eligible on the
July 1 or January 1 after your one-year anniversary date.

<PAGE>

DAIN RAUSCHER TO KEEP CURRENT NAME UNTIL RBC COMPLETES GLOBAL BRANDING STRATEGY
(10/31/00) We have learned that RBC is about to begin a global brand strategy
review. As part of this project, RBC is reviewing the logos, brand names and
corporate identities for all RBC companies. In light of this, we have decided to
postpone our name change and related logo changes until RBC sets its corporate
direction, which is expected to occur in mid-2001.

"It doesn't make sense to introduce a new company name and logo at the beginning
of 2001, just to make revisions to it six to 12 months later," said Chris
Crosby, Dain Rauscher's Transition Team member who is overseeing the identity
strategy. "We now have a seat at the table on RBC's branding committee and will
actively participate in the brand logo and identity process."

THIS DECISION MEANS THAT THE EXISTING DAIN RAUSCHER NAME AND LOGO WILL BE USED
ON ALL MARKETING MATERIALS UNTIL WE INTRODUCE THE NEW NAME AND LOGO. (Likewise,
Dain Rauscher Wessels will remain the identity for our equity capital markets
division until a new name is introduced, and Dain Correspondent Services will
remain the identity for our correspondent division.)

- Employees should continue using their current business cards, letterhead
and marketing materials until further notice. As always, we encourage
employees to use discretion when ordering new supplies of marketing
materials and order a several month supply, rather than a year's supply.
- Some legal contracts, agreements and materials related to the transfer in
ownership to RBC will be updated and re-issued upon the closing of the
transaction.
- Any employees who have ordered or plan to order holiday gifts or 2001
calendars for clients should order them with the Dain Rauscher logo (or DRW
logo, where appropriate).
- Finally, the 20-percent off sale of company merchandise in the Company
Store will be suspended at the end of October. We will not move forward
with the 40-percent off sale in November 2000 as had been previously
communicated. We will re-initiate the sale of Company Store merchandise in
2001 after a new logo has been created.

<PAGE>

DAIN RAUSCHER RETIREMENT AND SAVINGS PLAN

The following is a short guide to the major plan provisions in the Dain Rauscher
Retirement and Savings Plan. This is not the Summary Plan Description ("SPD") or
the Plan document. If there are any differences between this information and the
SPD or the Plan document, the Plan document will govern your rights to benefits
in all cases. This information is effective January 1, 2000.

<TABLE>

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COMPANY CONTRIBUTION ELIGIBILITY The January 1 or July 1 following one year of employment with a Dain
Rauscher company, you are eligible to earn company matching
contributions if you have completed one year of employment with at
least 1,000 hours of service.
------------------------------------------------------------------------------------------------------------
PRETAX ELIGIBILITY You are eligible to make pretax contributions upon hire.
------------------------------------------------------------------------------------------------------------
HOW TO JOIN An enrollment packet, along with a personal identification number(PIN)
will be mailed to your home address following the end of your first
payroll period. You must call the Retirement Benefits Helpline at
1-800-258-2715 (612-667-6992 in the Twin Cities metro area) or access
your account online to set your contribution rate and investment
elections. You can access the site at
https://retirementonline.wellsfargo.com/omniweb1.htm. Deductions will
begin in the payroll period that is most administratively possible
following your election.
------------------------------------------------------------------------------------------------------------
CONTRIBUTIONS You can contribute from 1 to 15 percent of your pay to the retirement
plan. Once eligible you will receive two forms of matching
contributions. Each pay period the company will make a fixed matching
contribution dollar for dollar on the first 3 percent of pay that you
defer. At year end, the company will make a variable matching
contribution on the first 3 percent of pay deferred at a rate based on
company performance. The variable match rate is discretionary and will
range from 0 - 200% (or up to two dollars for every dollar on the
first 3 percent of pay deferred).
------------------------------------------------------------------------------------------------------------
INVESTMENT OPTIONS The Plan offers ten investment options with differing levels
of risk and potential reward. Each fund has a different investment
objective. You are responsible for directing the investment of your
account. The following investment options are currently offered in the
Plan (listed in increasing risk order):

- Norwest Stable Return Fund

- Bond Fund of America

- American Balanced Fund

- Putnam Fund for Growth & Income

- S&P 500 Index

- MFS Emerging Growth Fund

- American EuroPacific

- PIMCO Small Cap Value Fund

- MFS New Discovery

- Dain Rauscher Common Stock Fund

If you do not make an investment election, all contributions will

<PAGE>

------------------------------------------------------------------------------------------------------------
be defaulted to the American Balanced Fund.
------------------------------------------------------------------------------------------------------------
INVESTMENT ELECTION CHANGES You may change your investment elections daily subject to certain
restrictions. The Plan allows you to make two separate investment
elections: you can change the allocation of your existing account
balance and/or change the investment of future contributions. Certain
restrictions apply to investment election transfers affecting the Dain
Rauscher Stock Fund (see the Dain Rauscher Stock Fund Diversification
section below).
------------------------------------------------------------------------------------------------------------
VESTING Your pretax contributions are always 100 percent vested. You vest in
the company contributions upon the completion of five years of service
with a Dain Rauscher company. Regardless of your years of service,
your matching contributions (and any profit sharing contributions made
for plan years prior to 2000) fully vest if, while employed by a Dain
Rauscher company, you reach age 55, die, become totally and
permanently disabled, there is a "change in control" as defined in the
Plan, or the Plan is terminated.
------------------------------------------------------------------------------------------------------------
LOANS You may apply for a loan from monies you have contributed, including
pretax and rollover contributions plus related earnings. Loans can be
taken for a minimum amount of $1,000 to a maximum of 50 percent of the
vested eligible account balances, not to exceed a limit of $50,000.

Your loan repayments will be taken from each payroll over a period of
12 to 60 months, unless the loan is for the purchase or construction
of a principal residence, in which case the term of the loan can be
for up to 180 months. Full repayment of your loan can be made at any
time. Loan payoff amounts can be obtained through the Retirement
Benefits Helpline. The fixed interest rate on the loan will be the
Norwest prime rate plus 1%, as of the beginning of the month in which
the loan is taken. A $50 application fee will be deducted from your
Plan account.
------------------------------------------------------------------------------------------------------------
DAIN RAUSCHER STOCK FUND You may qualify to transfer up to 100 percent of your Dain Rauscher
DIVERSIFICATION Stock fund balance under two different plan options.

- Rule 1: For shares purchased with pretax contributions made
after January 1, 2000, employees can make an election one
time per calendar year to transfer up to 100 percent to any
other investment option in the Plan.

- Rule 2: If you meet certain age and service requirements,
certain funds in your Dain Rauscher Stock Fund holdings may
be transferred one time per calendar year to other investment
options. The age and service requirements are as follows:
<CAPTION>
----------------------------------------------------------------------
AGE REQUIREMENT SERVICE REQUIREMENT ANNUAL
DIVERSIFICATION
PERCENT
<S> <C> <C>
----------------------------------------------------------------------
NONE 15 YEARS UP TO 25%
----------------------------------------------------------------------
AGE 50 - 54 10 YEARS UP TO 25%
----------------------------------------------------------------------
AGE 55 - 59 NONE UP TO 50%

<PAGE>

----------------------------------------------------------------------
AGE 60+ NONE UP TO 100%
----------------------------------------------------------------------

Under both options, amounts elected to be transferred are sold and
reinvested in the funds you select at the current day's closing NAV if
you call the Retirement Benefits Helpline by 3 p.m. (or sooner if the
markets close early on that day) subject to sale restrictions that may
be imposed due to fund liquidity.
------------------------------------------------------------------------------------------------------------
IN-SERVICE DISTRIBUTIONS While employed, there are four types of in-service
distributions for which you may apply.

HARDSHIP: You can apply for a hardship distribution from a minimum of
$1,000 up to a maximum of your vested after-tax, rollover, matching
and profit sharing accounts. A hardship must be used to prevent:

- Eviction from your principal residence,

- Foreclosure of the mortgage on your principal residence,

- Garnishment of your wages,

- Repossession of your belongings, or

- Tax levies against you.

AFTER-TAX: You can withdraw up to the total in your after-tax account.
After-tax contributions are no longer allowed by the Plan.

AGE 50 TO 59: If you have been employed by a Dain Rauscher company
for at least 10 years, you can take one withdrawal from your profit
sharing account between the ages of 50 and 54 and a second between
the ages of 55 and 59. Certain limits will apply.

AT OR AFTER AGE 60: A total or partial distribution may be requested
for any reason one time per calendar year.
------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS UPON RETIREMENT A distribution of your vested account balance can first be requested
OR TERMINATION after you receive certain required IRS notifications on your rights to
distributions. You will typically receive this mailing approximately
three weeks following your final date of employment. Distributions of
the Dain Rauscher Stock Fund are generally made in shares of Dain
Rauscher stock.

If you have an outstanding loan when you leave Dain Rauscher you must
repay your outstanding balance within 90 days of your termination date
to avoid a tax liability and potentially a 10 percent premature
distribution penalty. To obtain a loan payoff amount call the
Retirement Benefits Helpline.
------------------------------------------------------------------------------------------------------------
RETIREMENT BENEFITS HELPLINE You can call the Retirement Benefits Helpline at 1-800-258-2715
(612-667-6992 in the Twin Cities metro area) to access information
about your account or to initiate transactions.
------------------------------------------------------------------------------------------------------------
PERSONAL IDENTIFICATION NUMBER (PIN) You can request a new PIN by calling the Retirement Benefits Helpline
at 1-800-258-2715 (612-667-6992 in the Twin Cities metro area). A new
PIN will be mailed within two business days. You are also able to
change your PIN to one of your choice through the Retirement Benefits
Helpline if you currently have a valid PIN.

<PAGE>

------------------------------------------------------------------------------------------------------------
RETIREMENT BENEFITS COMMITTEE The Dain Rauscher Board of Directors has appointed a seven member
employee committee called the Retirement Benefits Committee to oversee
plan administration and to select and monitor plan investment options.
The Retirement Benefits Committee consists of the following employees:

- Ted Ceglia

- Linda Henderson

- Mark Orgel

- Jay Silver

- Marty Solhaug

- Richard Wilkins
------------------------------------------------------------------------------------------------------------
BENEFICIARY DESIGNATION You have the right to name one or more primary beneficiaries to
receive the value of your account upon your death. If you are married
and name someone other than your spouse as beneficiary, you must
provide your spouse's written consent to do so. To change your
beneficiary, complete a BENEFICIARY DESIGNATION FORM and return
completed form to Wells Fargo.
------------------------------------------------------------------------------------------------------------
RETIREMENT BENEFITS ONLINE INTERNET In addition to the Retirement Benefits Helpline you can access your
ACCESS account online at https://retirementonline.wellsfargo.com/omniweb1.htm.
------------------------------------------------------------------------------------------------------------
</TABLE>