\\jwsdat01\FUNDACCT\TREASURY\KATHY\WINWORD\FUNDS\Tricertofelection.doc
TRI-CONTINENTAL CORPORATION
Annual Meeting of Stockholders
May 18, 2000
Certificate of Inspector of Election
The undersigned Inspector of Election, acting at the Annual Meeting of
Stockholders of Tri-Continental Corporation (the "Corporation") held at the
Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, California
91106 on Thursday, May 18, 2000 at 10:00 a.m., hereby certifies:
That said meeting was held at such time and place; that out of
128,529,996 shares of common stock of the Corporation, entitled to one vote per
share, there were present in person or by proxy 100,030,674 shares; and that out
of 752,740 shares of $2.50 cumulative preferred stock of the Corporation,
entitled to two votes per share, there were present in person or by proxy
617,943 shares, that the result of the vote taken at such meeting to elect
Directors of the Corporation was as follows:
In Favor of Election Withhold Authority to Vote
-------------------------- --- Preferred
---------------- -------------- -------------- -----------------
John Galvin 96,860,121 1,221,456 3,170,553 14,430
William C Morri 97,487,44 1,225,452 2,543,232 10,434
James Q. Riorda 97,334,202 1,224,316 2,696,471 11,570
Robert L. Shafe 97,434,731 1,225,452 2,595,942 10,434
That the result of the vote taken at such meeting on the proposal to ratify the
selection of Deloitte & Touche LLP as auditors of the Corporation was:
For Ratification Against Ratification Abstain
------------------------------------------- --------------------
98,833,761 1,342,797 1,090,003
IN WITNESS WHEREOF, I have made and signed this certificate of June 9, 2000.
----------------------------
Brian D. Simon
