
<PAGE>   1
 
                   FORM OF ELECTION AND LETTER OF TRANSMITTAL
 
         To accompany certificates representing shares of common stock
   
          ("General Signal Common Stock"), par value $1.00 per share,
    
                                       of
     GENERAL SIGNAL CORPORATION, A NEW YORK CORPORATION ("GENERAL SIGNAL")
 
   
when submitted in connection with an election to receive (i) cash, (ii) shares
of common stock, par value $10.00 per share ("SPX Common Stock"), of SPX
Corporation, a Delaware corporation ("SPX"), or (iii) a combination of cash and
shares of SPX Common Stock pursuant to the Agreement and Plan of Merger dated as
of July 19, 1998 (the "Merger Agreement") among SPX, SAC Corp., a Delaware
corporation and a wholly owned subsidiary of SPX ("MergerSub"), and General
Signal, pursuant to which General Signal will be merged with and into MergerSub
(the "Merger"). All references herein to SPX Common Stock and General Signal
Common Stock shall include the preferred stock purchase rights associated with
such common stock.
    
 
                     The Exchange Agent for the Merger is:
 
                              THE BANK OF NEW YORK
 
   
<TABLE>
<S>                              <C>                              <C>
           BY MAIL:                  FACSIMILE TRANSMISSION:       BY HAND OR OVERNIGHT COURIER:
 Tender & Exchange Department      (for Eligible Institutions      Tender & Exchange Department
        P.O. Box 11248                        only)                     101 Barclay Street
     Church Street Station               (212) 815-6213             Receive and Deliver Window
 New York, New York 10286-1248                                       New York, New York 10286
</TABLE>
    
 
                          For Confirmation Telephone:
                                 (800) 507-9357
 
   
     DELIVERY OF THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS FORM OF ELECTION AND
LETTER OF TRANSMITTAL VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT.
    
 
                    The Information Agent for the Merger is:
 
                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                Banks and Brokers Call: (212) 269-5550 (Collect)
                  All Others Call: (800) 549-6746 (Toll-Free)
 
   
     TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER
WITH YOUR STOCK CERTIFICATES (OR A GUARANTEE OF DELIVERY OF SUCH STOCK
CERTIFICATES AS SET FORTH IN GENERAL INSTRUCTION 7), MUST BE RECEIVED BY THE
EXCHANGE AGENT BEFORE THE ELECTION DEADLINE SPECIFIED BELOW.
    
--------------------------------------------------------------------------------
    BOX A: ELECTION AND DESCRIPTION OF SHARES OF GENERAL SIGNAL COMMON STOCK
        (Attach additional sheets if necessary; check one Election only)
   
         See "Special Election Instructions" and General Instruction 3.
    
 
                                  CHOOSE ONE:
 
   [ ] STOCK ELECTION  [ ] CASH ELECTION  [ ] MIXED ELECTION  [ ] NON-ELECTION
   
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                          <C>                     <C>
                                                                                        NUMBER OF SHARES
                                                                                         REPRESENTED BY
          NAME AND ADDRESS OF REGISTERED HOLDER(S)                                      EACH CERTIFICATE
       (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)               CERTIFICATE          (OR COVERED BY A
                APPEARS ON CERTIFICATE(S))*                         NUMBER**         GUARANTEE OF DELIVERY)
------------------------------------------------------------------------------------------------------------
 
                                                             -----------------------------------------------
 
                                                             -----------------------------------------------
 
                                                             -----------------------------------------------
 
                                                             -----------------------------------------------
 
                                                             -----------------------------------------------
                                                             TOTAL NUMBER OF SHARES
------------------------------------------------------------------------------------------------------------
  * In the case of a delivery using the Guarantee of Delivery procedures, exactly as name(s) will appear on
    the certificate(s) when  delivered.
 ** Certificate numbers are not required if certificates will be delivered using the Guarantee of Delivery
    procedures.
------------------------------------------------------------------------------------------------------------
</TABLE>
    
<PAGE>   2
 
                 BOX B: DIVIDEND REINVESTMENT PLAN PARTICIPANTS
 
   
If you are a participant in the General Signal Dividend Reinvestment Plan (the
"DRP"), please check this box [ ].
    
   
Participants in the DRP do not need to send their stock certificates with
respect to their DRP shares. See General Instruction 13.
    
 
   
 PLEASE READ THE SPECIAL ELECTION INSTRUCTIONS AND THE GENERAL INSTRUCTIONS IN
THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS
                   FORM OF ELECTION AND LETTER OF TRANSMITTAL
    
 
   
     THE ELECTION DEADLINE IS 5:00 P.M. (EASTERN TIME) ON OCTOBER 2, 1998. A
COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER WITH YOUR GENERAL
SIGNAL STOCK CERTIFICATES OR A GUARANTEE OF DELIVERY (EACH AS DEFINED BELOW),
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE ELECTION DEADLINE IN ORDER
FOR ANY CASH ELECTION, STOCK ELECTION OR MIXED ELECTION (EACH AS DEFINED BELOW)
MADE HEREBY TO BE EFFECTIVE. IF A PROPERLY COMPLETED FORM OF ELECTION AND LETTER
OF TRANSMITTAL, TOGETHER WITH YOUR GENERAL SIGNAL STOCK CERTIFICATES OR A
GUARANTEE OF DELIVERY, IS NOT RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
ELECTION DEADLINE, YOU WILL BE DEEMED TO HAVE MADE A NON-ELECTION WITH RESPECT
TO YOUR SHARES, AND THE FORM OF MERGER CONSIDERATION (AS DEFINED BELOW) WHICH
YOU WILL BE ENTITLED TO RECEIVE WILL BE DETERMINED BY THE PROVISIONS OF THE
MERGER AGREEMENT. IF YOU FAIL TO INDICATE A CASH ELECTION, STOCK ELECTION OR
MIXED ELECTION IN BOX A ABOVE YOU WILL BE DEEMED TO HAVE INDICATED A
NON-ELECTION. IF YOUR GENERAL SIGNAL STOCK CERTIFICATES ARE NOT AVAILABLE AT THE
TIME YOU SEND A FORM OF ELECTION AND LETTER OF TRANSMITTAL TO THE EXCHANGE
AGENT, YOU MAY INSTEAD PROVIDE A GUARANTEE OF DELIVERY OF YOUR GENERAL SIGNAL
STOCK CERTIFICATES AS SET FORTH IN GENERAL INSTRUCTION 7, IN WHICH CASE YOU
MUST, WITHIN THREE TRADING DAYS ON THE NEW YORK STOCK EXCHANGE, INC. ("NYSE")
THEREAFTER, DELIVER TO THE EXCHANGE AGENT THE GENERAL SIGNAL STOCK CERTIFICATES
REPRESENTING THE SHARES IN RESPECT OF WHICH AN ELECTION IS BEING MADE.
    
 
   
     Copies of the Joint Proxy Statement/Prospectus of SPX and General Signal
dated September 3, 1998, relating to the Merger (the "Joint Proxy
Statement/Prospectus), as well as extra copies of this Form of Election and
Letter of Transmittal, may be requested from D.F. King & Co., Inc., the
Information Agent, at the toll-free phone number shown on the cover, or from the
Exchange Agent at the addresses or the toll-free number shown on the cover. The
return of this Form of Election and Letter of Transmittal to the Exchange Agent
is acknowledgment of the receipt of the Joint Proxy Statement/Prospectus.
    
 
   
     If your General Signal Stock Certificate(s) have been lost, stolen or
destroyed and you require assistance in replacing them, see General Instruction
12 below. You cannot submit an effective Form of Election and Letter of
Transmittal without enclosing your General Signal Stock Certificate(s) or a
Guarantee of Delivery with this Form of Election and Letter of Transmittal. If
you submit a Guarantee of Delivery, your General Signal Stock Certificates must
be delivered within three NYSE trading days thereafter. Therefore, if you wish
to make an Election, it is critical that you act immediately to obtain
replacement stock certificates.
    
 
   
     COMPLETING AND RETURNING THIS FORM OF ELECTION DOES NOT HAVE THE EFFECT OF
CASTING A VOTE WITH RESPECT TO APPROVAL OF THE MERGER OR THE MERGER AGREEMENT AT
THE GENERAL SIGNAL SPECIAL MEETING (AS DEFINED BELOW). TO VOTE AT THE GENERAL
SIGNAL SPECIAL MEETING, YOU MUST COMPLETE, SIGN AND RETURN THE PROXY CARD THAT
ACCOMPANIED THE JOINT PROXY STATEMENT/PROSPECTUS, OR YOU MUST ATTEND THE GENERAL
SIGNAL SPECIAL MEETING IN PERSON AND VOTE YOUR SHARES THEREAT. IF YOU HAVE ANY
QUESTIONS CONCERNING THE VOTING OF YOUR SHARES OF GENERAL SIGNAL COMMON STOCK,
PLEASE CALL THE INFORMATION AGENT TOLL-FREE AT (800) 549-6746.
    
<PAGE>   3
 
Ladies and Gentlemen:
 
   
     Pursuant to the Merger Agreement and subject to the proration procedures
included therein and described in the Joint Proxy Statement/Prospectus, the
undersigned hereby surrenders to The Bank of New York, as Exchange Agent,
certificate(s) representing all of the shares of General Signal Common Stock
(each such certificate, a "General Signal Stock Certificate") listed in Box A
above and (A) hereby elects, in the manner indicated in Box A above, to have
each of such shares of General Signal Common Stock represented by such General
Signal Stock Certificates converted into the right to receive EITHER (i) $45.00
in cash, without interest (a "Cash Election"), OR (ii) 0.6977 of a share of SPX
Common Stock (a "Stock Election"), OR (iii) 0.4186 of a share of SPX Common
Stock and $18.00 in cash, without interest (a "Mixed Election" and, together
with a Cash Election and a Stock Election, an "Election"), or (B) hereby states
that the undersigned has no preference as among the Cash Election, Stock
Election or Mixed Election (a "Non-Election"). In addition, it is understood
that the Exchange Agent will pay cash in lieu of any fractional shares of SPX
Common Stock otherwise issuable in connection with the Merger. Any cash
(excluding cash received in lieu of fractional shares) and SPX Common Stock
received by holders of General Signal Common Stock in connection with the Merger
is hereinafter referred to as "Cash Consideration" and "Stock Consideration,"
respectively. The Cash Consideration, Stock Consideration and cash paid in lieu
of fractional shares are collectively referred to as the "Merger Consideration."
    
 
   
     The undersigned understands that each Election is subject to certain terms,
conditions and limitations that have been set forth in the Merger Agreement
including, but not limited to, the fact that 40% of the outstanding shares of
General Signal Common Stock will be converted into the right to receive cash in
the Merger and 60% of the outstanding shares of General Signal Common Stock will
be converted into the right to receive SPX Common Stock in the Merger. THE
UNDERSIGNED ACKNOWLEDGES THAT THE MERGER AGREEMENT PROVIDES FOR PRORATION IF, AS
A RESULT OF THE ELECTIONS MADE, EITHER OF THE FOREGOING LIMITATIONS WOULD
OTHERWISE BE EXCEEDED, WITH THE RESULT THAT THE UNDERSIGNED MAY RECEIVE A
COMBINATION OF CASH AND SPX COMMON STOCK THAT DIFFERS FROM THE ELECTION MADE
HEREBY.
    
 
   
     If the undersigned is acting in a representative or fiduciary capacity for
a particular beneficial owner, the undersigned hereby certifies that this Form
of Election and Letter of Transmittal covers all of the shares of General Signal
Common Stock owned by the undersigned in a representative or fiduciary capacity
for such particular beneficial owner.
    
 
   
     The undersigned hereby represents and warrants that the undersigned is, as
of the date hereof, and will be, as of the Effective Time, the registered holder
of the shares of General Signal Common Stock represented by the General Signal
Stock Certificate(s) surrendered herewith, with good title to such shares of
General Signal Common Stock and full power and authority (i) to sell, assign and
transfer such shares free and clear of all liens, restrictions, charges and
encumbrances, and not subject to any adverse claims and (ii) to make the
Election indicated herein. The undersigned will, upon request, execute any
additional documents necessary or desirable to complete the surrender and
exchange of such shares of General Signal Common Stock. The undersigned hereby
irrevocably appoints the Exchange Agent, as agent of the undersigned, to effect
the exchange pursuant to the Merger Agreement and the instructions hereto. All
authority conferred or agreed to be conferred in this Form of Election and
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned.
    
<PAGE>   4
 
                         SPECIAL ELECTION INSTRUCTIONS
 
   
     The appropriate box must be checked in Box A above in order to make a Cash
Election, Stock Election or Mixed Election. The box indicating a Non-Election
may be checked by those wishing to make a Non-Election, but any Form of Election
and Letter of Transmittal received by the Exchange Agent without any checked
election box or with more than one checked election box will be treated as
indicating a Non-Election.
    
 
     Your choice of Election is as follows:
 
   
<TABLE>
<CAPTION>
                                                    WHAT YOU WILL RECEIVE FOR EACH SHARE
                     ELECTION                          OF GENERAL SIGNAL COMMON STOCK
                     --------                       -------------------------------------
<S>                                                 <C>
Cash Election.....................................  $45.00 in cash, without interest
Stock Election....................................  0.6977 of a share of SPX Common Stock
Mixed Election....................................  0.4186 of a share of SPX Common Stock
                                                    and $18.00 in cash, without interest
</TABLE>
    
 
   
     ALL ELECTIONS ARE SUBJECT TO THE PRORATION PROCEDURES SET FORTH IN SECTION
2.1 OF THE MERGER AGREEMENT, A COPY OF WHICH IS ATTACHED TO THE JOINT PROXY
STATEMENT/PROSPECTUS AS APPENDIX A. THE PRORATION PROCEDURES ARE DESCRIBED UNDER
THE CAPTION "THE MERGER AGREEMENT -- ELECTIONS" IN THE JOINT PROXY
STATEMENT/PROSPECTUS AND IN GENERAL INSTRUCTION 3 BELOW. YOU ARE URGED TO READ
THE JOINT PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY BEFORE COMPLETING THIS
FORM OF ELECTION AND LETTER OF TRANSMITTAL.
    
 
   
     ALL HOLDERS OF GENERAL SIGNAL COMMON STOCK WISHING TO MAKE AN ELECTION MUST
DELIVER TO THE EXCHANGE AGENT A PROPERLY COMPLETED FORM OF ELECTION AND LETTER
OF TRANSMITTAL PRIOR TO THE ELECTION DEADLINE (WHICH IS 5:00 P.M. (EASTERN TIME)
ON OCTOBER 2, 1998. ALL HOLDERS SUBMITTING A FORM OF ELECTION AND LETTER OF
TRANSMITTAL THAT IS RECEIVED BY THE EXCHANGE AGENT AFTER THE ELECTION DEADLINE
WILL BE DEEMED TO HAVE MADE A NON-ELECTION REGARDLESS OF THE ELECTION SPECIFIED
ON SUCH FORM.
    
 
   
     The Exchange Agent reserves the right to deem that you have made a
Non-Election if:
    
 
     A. No Election choice is indicated in Box A above;
 
     B. More than one Election choice is indicated in Box A above;
 
   
     C. You fail to follow the instructions on this Form of Election and Letter
of Transmittal (including failure to submit your General Signal Stock
Certificate(s) or a Guarantee of Delivery) or otherwise fail to properly make an
Election;
    
 
   
     D. A completed Form of Election and Letter of Transmittal (including
submission of your General Signal Stock Certificate(s) or a Guarantee of
Delivery) is not actually received by the Exchange Agent prior to the Election
Deadline; or
    
 
   
     E. You return this Form of Election and Letter of Transmittal with a
Guarantee of Delivery but do not deliver the General Signal Stock Certificates
representing the shares in respect of which the Election is being made within
three NYSE trading days thereafter.
    
 
     Notwithstanding anything to the contrary in this Form of Election and
Letter of Transmittal, the Exchange Agent reserves the right to waive any flaws
in a completed Form of Election and Letter of Transmittal but shall be under no
obligation to do so.
 
   
     In order to receive the Merger Consideration, this Form of Election and
Letter of Transmittal must be (i) completed and signed in the space provided
below and on the Substitute Form W-9 and (ii) mailed or delivered with your
General Signal Stock Certificate(s) or a Guarantee of Delivery to the Exchange
Agent at either of the addresses set forth above. In order to properly make an
Election, these actions must be taken in a timely fashion such that the Form of
Election and Letter of Transmittal and other required documents are received by
the Exchange Agent prior to the Election Deadline.
    
 
   
     The effectiveness of Elections received on the Election Deadline and
accompanied by a Guarantee of Delivery will not be finally determined until
three NYSE trading days after the Election Deadline. As a result, the Merger
Consideration to which a holder of General Signal Common Stock is entitled (and
whether any proration is necessary) may be delayed for up to three NYSE trading
days. The Merger Consideration is expected to be mailed promptly following such
determination or, if later, promptly after the Merger is consummated.
    
<PAGE>   5
 
     Unless otherwise indicated below under "Special Issuance and Payment
Instructions," in exchange for the enclosed General Signal Stock Certificates,
the Merger Consideration will be delivered in the name of the undersigned.
Similarly, unless otherwise indicated below under "Special Delivery
Instructions," the Merger Consideration will be mailed to the undersigned at the
address shown in Box A above. In the event that the "Special Issuance and
Payment Instructions" box is completed, the Merger Consideration will be issued
in the name of, and will be mailed to, the person or entity so indicated at the
address so indicated, but only after the Exchange Agent has been provided with
satisfactory evidence of the payment of, or exemption from payment of, any
applicable stock transfer taxes payable on account of the transfer to such
person or entity prior to the delivery of the Merger Consideration. In addition,
appropriate signature guarantees must be included with respect to shares of
General Signal Common Stock for which Special Issuance and Payment Instructions
are given.
 
   
                          SPECIAL ISSUANCE AND PAYMENT
    
   
                                  INSTRUCTIONS
    
   
                      (SEE GENERAL INSTRUCTIONS 6 AND 11)
    
 
   
     To be completed ONLY if the Merger Consideration (whether cash, SPX Common
Stock or a combination thereof) is to be issued in the name of, and mailed to,
someone other than the undersigned.
    
 
   
Issue the Merger Consideration (whether cash, SPX Common Stock or a combination
thereof) to:
    
 
   
Name
    
   
                                    (Please Print)
    
 
   
Address
    
   
                               (Include Zip Code)
    
 
   
If you complete this box, you will need a signature guarantee by an eligible
institution. See General Instruction 6.
    
 
   
                         SPECIAL DELIVERY INSTRUCTIONS
    
   
                          (SEE GENERAL INSTRUCTION 11)
    
 
   
     To be completed ONLY if the Merger Consideration (whether cash, SPX Common
Stock or a combination thereof) is to be mailed to the undersigned at an address
other than that shown in Box A above.
    
 
   
Mail the Merger Consideration (whether cash, SPX Common Stock or a combination
thereof) to:
    
 
   
Name
    
   
                                    (Please Print)
    
 
   
Address
    
   
                               (Include Zip Code)
    
 
Check this box if this is a permanent change of address. [ ]
<PAGE>   6
 
   
                                PLEASE SIGN HERE
    
 
Signature:
--------------------------------------------------------------------------------
 
Signature:
--------------------------------------------------------------------------------
 
Dated:
-------------------------------------------
 
Name(s):
--------------------------------------------------------------------------------
                                    (Please Print)
 
Capacity:
--------------------------------------------------------------------------------
 
Daytime Area Code and
Telephone Number:
--------------------------------------------------------------------------------
 
   
Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s) in Box
A headed "Election and Description of Shares of General Signal Common Stock" or
on the assignment authorizing transfer.
    
 
   
If signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, the capacity of the person signing should be indicated. (See General
Instruction 10 hereto.)
    
 
   
If a participant in the General Signal Dividend Reinvestment Plan (the "DRP"),
the person(s) signing above hereby direct(s) the First Chicago Trust Company of
New York, General Signal's Transfer Agent, to place a stop against the
aforementioned number of shares of General Signal Common Stock held through the
DRP pending the passing of the Election Deadline. Following the Election
Deadline, the Transfer Agent is further directed to follow the directions for
delivery to the Exchange Agent.
    
 
                              SIGNATURE GUARANTEE
              (REQUIRED ONLY IN CASES SPECIFIED IN INSTRUCTION 6)
 
The undersigned hereby guarantees the signature(s) which appear(s) on this Form
of Election and Letter of Transmittal.
 
Dated:
-------------------------------------------
 
--------------------------------------------------------------------------------
                (Name of Eligible Institution Issuing Guarantee)
                                 (Please Print)
 
--------------------------------------------------------------------------------
                          (Fix Medallion Stamp Above)
<PAGE>   7
 
                             GUARANTEE OF DELIVERY
   
            (TO BE USED IF GENERAL SIGNAL STOCK CERTIFICATES ARE NOT
    
                             SURRENDERED HEREWITH)
   
                          (See General Instruction 7)
    
 
   
     THE UNDERSIGNED (CHECK APPROPRIATE BOX BELOW) GUARANTEES TO DELIVER TO THE
EXCHANGE AGENT AT THE APPROPRIATE ADDRESS SET FORTH ABOVE THE CERTIFICATES FOR
SHARES OF GENERAL SIGNAL COMMON STOCK COVERED BY THIS FORM OF ELECTION AND
LETTER OF TRANSMITTAL NO LATER THAN 5:00 P.M. (EASTERN TIME), ON THE THIRD NYSE
TRADING DAY AFTER THE DATE OF EXECUTION OF THIS GUARANTEE OF DELIVERY.
    
 
<TABLE>
<S>                                            <C>
[ ] A member of a registered national          ------------------------------------------------------
    securities exchange                                     Firm (Please Print or Type)
 
[ ] A member of the National Association of    ------------------------------------------------------
    Securities Dealers, Inc.                                    Authorized Signature
 
[ ] A commercial bank or trust company in the  ------------------------------------------------------
    United States                              ------------------------------------------------------
                                                                      Address
Dated:
                                               ------------------------------------------------------
                                                           Area Code and Telephone Number
</TABLE>
<PAGE>   8
 
   
                              GENERAL INSTRUCTIONS
    
 
   
     This Form of Election and Letter of Transmittal is to be completed and
submitted to the Exchange Agent prior to the Election Deadline by those holders
of shares of General Signal Common Stock desiring to make a Cash Election, Stock
Election or Mixed Election. It may also be used as a letter of transmittal for
holders of General Signal Common Stock who do not complete and submit the Form
of Election and Letter of Transmittal prior to the Election Deadline or at any
time by any holders of General Signal Common Stock who wish to make a Non-
Election. Until a record holder's General Signal Stock Certificates are received
by the Exchange Agent at one of the addresses set forth on the cover, together
with such documents as the Exchange Agent may require, and until the same are
processed for exchange by the Exchange Agent, such holders will not receive any
certificates representing shares of the Stock Consideration or the check
representing the Cash Consideration or cash in lieu of fractional shares (if
any) in exchange for their General Signal Stock Certificates. No interest will
accrue on the Cash Consideration or any cash in lieu of fractional shares.
Holders of General Signal Common Stock receiving Stock Consideration will be
entitled to any dividends or other distributions paid on SPX Common Stock after
the Effective Time. If your stock certificate(s) are lost, stolen or destroyed,
please refer to General Instruction 12 below.
    
 
   
     A HOLDER OF GENERAL SIGNAL COMMON STOCK MUST CHECK THE APPROPRIATE ELECTION
BOX IN BOX A ABOVE TO MAKE A CASH ELECTION, STOCK ELECTION OR MIXED ELECTION.
ONLY ONE ELECTION BOX MAY BE CHECKED.
    
 
   
     Your election is subject to certain terms, conditions and limitations which
are set forth in the Merger Agreement and described in the Joint Proxy
Statement/Prospectus. The Merger Agreement is included as Appendix A to the
Joint Proxy Statement/Prospectus. Copies of the Joint Proxy Statement/Prospectus
may be requested from the Information Agent or from the Exchange Agent at the
addresses or toll-free numbers shown on the cover. The delivery of this Form of
Election and Letter of Transmittal to the Exchange Agent is acknowledgment of
the receipt of the Joint Proxy Statement/Prospectus.
    
 
   
     1. Election Deadline. THE ELECTION DEADLINE IS 5:00 P.M. (EASTERN TIME) ON
OCTOBER 2, 1998, THE LAST BUSINESS DAY PRIOR TO THE DATE OF THE SPECIAL MEETING
OF STOCKHOLDERS OF GENERAL SIGNAL CALLED TO APPROVE THE MERGER (THE "GENERAL
SIGNAL SPECIAL MEETING") AND THE SPECIAL MEETING OF STOCKHOLDERS OF SPX CALLED
TO APPROVE THE ISSUANCE OF SHARES OF SPX COMMON STOCK IN THE MERGER (THE "SPX
SPECIAL MEETING"), UNLESS OTHERWISE EXTENDED BY MUTUAL AGREEMENT OF SPX AND
GENERAL SIGNAL. For any Cash Election, Stock Election or Mixed Election
contained herein to be effective, this Form of Election and Letter of
Transmittal, properly completed, and the related General Signal Stock
Certificate(s) (or a Guarantee of Delivery) must be received by the Exchange
Agent at one of the addresses shown above on this Form of Election and Letter of
Transmittal at or prior to the Election Deadline. ANY GENERAL SIGNAL STOCK
CERTIFICATES FOR WHICH A GUARANTEE OF DELIVERY IS PROVIDED MUST IN FACT BE
DELIVERED WITHIN THREE NYSE TRADING DAYS AFTER THE DATE SUCH GUARANTEE OF
DELIVERY IS EXECUTED OR YOU WILL BE DEEMED TO HAVE MADE A NON-ELECTION. The
Exchange Agent will determine whether any Form of Election and Letter of
Transmittal or any General Signal Stock Certificates in respect of a Guarantee
of Delivery are received on a timely basis. Any such determinations made in good
faith will be conclusive and binding.
    
 
   
     2. Revocation or Change of Form of Election and Letter of Transmittal. A
Form of Election and Letter of Transmittal may be (i) revoked if the Exchange
Agent receives written notice prior to the Election Deadline from the record
holder of the shares covered by such Election or (ii) changed if the Exchange
Agent receives a completed replacement Form of Election and Letter of
Transmittal prior to the Election Deadline from the record holder of the shares
covered by such Election. Any person who has effectively revoked a Form of
Election and Letter of Transmittal may, by signed and written notice to the
Exchange Agent, request the return of the General Signal Stock Certificates
submitted to the Exchange Agent and such General Signal Stock Certificates will
be returned without charge to such person promptly after receipt of such
request.
    
 
   
     3. Election Procedures/Proration. To properly complete Box A, (i) the
undersigned must check either the Cash Election, Stock Election, Mixed Election
or Non-Election box (if no box is checked, the Non-Election box will be deemed
to have been checked); (ii) the name and address of the registered holder(s)
must be set forth in the column under the heading "Name and Address of
Registered Holder(s)" and (iii) either (a) the number of each General Signal
Stock Certificate surrendered herewith must be written in the column under the
heading "Certificate Number" or (b) if the Guarantee of Delivery procedures are
used, the number of shares represented by the General Signal Stock Certificates
to be delivered pursuant to such procedures must be written in the column under
the heading "Number of Shares Represented by each Certificate," but no
certificate number is required. As
    
<PAGE>   9
 
   
set forth in the Joint Proxy Statement/Prospectus, 40% of the outstanding shares
of General Signal Common Stock will be exchanged for cash and 60% of the
outstanding shares of General Signal Common Stock will be exchanged for SPX
Common Stock. If the Elections result in an oversubscription of either the Cash
Consideration or the Stock Consideration, the procedures for allocating the
Merger Consideration set forth in Section 2.1 of the Merger Agreement and
described in the Joint Proxy Statement/Prospectus will be followed by the
Exchange Agent. Accordingly, there can be no assurance that a Cash Election,
Stock Election or Mixed Election made by you will result in your receipt of the
desired type and amount of Merger Consideration. See the Joint Proxy Statement/
Prospectus under the caption "The Merger Agreement -- Elections." The
effectiveness of Elections that are accompanied by Guarantees of Delivery may
not be finally determined until three NYSE trading days after the Election
Deadline. As a result, it is expected that the final determination of the Merger
Consideration to which a holder of General Signal Common Stock is entitled (and
whether any proration is necessary) will take place on or around October 8,
1998. The Merger Consideration is expected to be mailed promptly following such
determination, or, if later, promptly after the Merger is consummated.
    
 
   
     4. Termination of Merger Agreement. Consummation of the Merger is subject
to the required approval of the stockholders of General Signal and SPX and to
the satisfaction of certain other conditions. No payments related to any
surrender of General Signal Stock Certificates will be made prior to the
consummation of the Merger and no payments will be made if the Merger Agreement
is terminated. If the Merger Agreement is terminated, all Elections will be void
and of no effect and the Exchange Agent will promptly return all General Signal
Stock Certificates previously received by it. In such event, shares of General
Signal Common Stock held through The Depository Trust Company are expected to be
available for sale or transfer promptly following such termination. Certificates
representing shares of General Signal Common Stock held of record directly by
the beneficial owners of such shares of General Signal Common Stock will be
returned by the Exchange Agent without charge to the holder as promptly as
practicable by first class, insured mail.
    
 
   
     5. No Fractional Interests. No certificate representing a fraction of a
share of SPX Common Stock will be issued. In lieu thereof, the Exchange Agent
will remit on SPX's behalf cash, without interest, in an amount equal to the
product of (i) the per share closing price on the NYSE of SPX Common Stock on
the trading day immediately prior to the Effective Time and (ii) the fractional
interest to which a holder of General Signal Common Stock would otherwise be
entitled (after taking into account all shares of General Signal Common Stock
then held of record by such holder). No such holder of General Signal Common
Stock shall be entitled to dividends, voting rights or any other rights in
respect of any fractional share.
    
 
   
     6. Guarantee of Signatures. If the Merger Consideration is to be issued in
the name of the registered holder(s) as inscribed on the surrendered General
Signal Certificate(s), the signatures on this Form of Election and Letter of
Transmittal need not be guaranteed. If the "Special Issuance and Payment
Instructions" box has been completed so that payment is to be made to someone
other than the registered holder(s) of General Signal Common Stock with respect
to the surrendered General Signal Stock Certificate(s), signatures on this Form
of Election and Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program. Public notaries cannot execute acceptable guarantees
of signatures.
    
 
   
     7. Delivery of Form of Election and Letter of Transmittal and General
Signal Stock Certificates; Guarantee of Delivery. This Form of Election and
Letter of Transmittal, properly completed and duly executed, together with your
General Signal Stock Certificate(s) or a Guarantee of Delivery, should be
delivered to the Exchange Agent at one of the addresses set forth above. A
Guarantee of Delivery of such General Signal Stock Certificates must be made by
a firm which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office or correspondent in the United States, AND ANY GENERAL
SIGNAL STOCK CERTIFICATES COVERED BY A GUARANTEE OF DELIVERY MUST IN FACT BE
DELIVERED TO THE EXCHANGE AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE DATE OF
EXECUTION OF SUCH GUARANTEE OF DELIVERY. Failure to deliver such General Signal
Stock Certificates within such three day period shall invalidate any Election,
and a Non-Election shall be deemed to have been made. THE METHOD OF DELIVERY OF
THE FORM OF ELECTION AND LETTER OF TRANSMITTAL, THE GENERAL SIGNAL STOCK
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
HOLDER OF SHARES OF GENERAL SIGNAL COMMON STOCK. IF YOU CHOOSE TO SEND THE
MATERIALS BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL,
APPROPRIATELY INSURED, WITH RETURN RECEIPT REQUESTED. Delivery of
    
<PAGE>   10
 
   
the materials will be deemed effective, and risk of loss with respect thereto
will pass, only when such materials are actually received by the Exchange Agent.
    
 
     8. Shares Held by Nominees, Trustees or other Representatives. Holders of
record of shares of General Signal Common Stock who hold such shares as
nominees, trustees or in other representative or fiduciary capacities (a
"Representative") may submit one or more Forms of Election and Letter of
Transmittal covering the aggregate number of shares of General Signal Common
Stock held by such Representative for the beneficial owners for whom the
Representative is making an Election or a Non-Election, provided that such
Representative certifies that each Form of Election and Letter of Transmittal
covers all of the shares of General Signal Common Stock held by such
Representative for any single beneficial owner. Any Representative that makes an
Election or a Non-Election may be required to provide the Exchange Agent with
such documents and/or additional certifications, if requested, in order to
satisfy the Exchange Agent that such Representative holds such shares of General
Signal Common Stock for a particular beneficial owner. If any shares of General
Signal Common Stock are not covered by an effective Form of Election and Letter
of Transmittal, they will be deemed to be covered by a Non-Election.
 
     9. Inadequate Space. If the space provided herein is inadequate, the share
certificate numbers and the numbers of shares of General Signal Common Stock
represented thereby should be listed on additional sheets and attached hereto.
 
     10. Signatures on Form of Election and Letter of Transmittal, Share Powers
and Endorsements.
 
   
          (a) All signatures must correspond exactly with the name written on
     the face of the General Signal Stock Certificate(s) without alteration,
     variation or any change whatsoever.
    
 
   
          (b) If the General Signal Stock Certificates surrendered are held of
     record by two or more joint owners, all such owners must sign this Form of
     Election and Letter of Transmittal.
    
 
   
          (c) If any surrendered shares of General Signal Common Stock are
     registered in different names on several General Signal Stock
     Certificate(s), it will be necessary to complete, sign and submit as many
     separate Forms of Election and Letter of Transmittal as there are different
     registrations of General Signal Stock Certificates.
    
 
   
          (d) If this Form of Election and Letter of Transmittal is signed by a
     person(s) other than the record holder(s) of the General Signal Stock
     Certificate(s) listed (other than as set forth in paragraph (e) below),
     such certificates must be endorsed or accompanied by appropriate share
     powers, in either case signed exactly as the name(s) of the record
     holder(s) appears on such certificate(s).
    
 
   
          (e) If this Form of Election and Letter of Transmittal is signed by a
     trustee, executor, administrator, guardian, attorney-in-fact, officer of a
     corporation or other person acting in a fiduciary or representative
     capacity and such person is not the record holder of the accompanying
     General Signal Stock Certificates, he or she must indicate the capacity
     when signing and must submit proper evidence of his or her authority to
     act.
    
 
   
     11. Special Issuance and Delivery Instructions. In the "Special Issuance
and Payment Instructions" box, indicate the name and/or address of the person(s)
to whom the Merger Consideration is to be issued and mailed only if the Merger
Consideration (whether cash, SPX Common Stock or a combination thereof) is to be
issued in the name of someone other than the person(s) signing this Form of
Election and Letter of Transmittal. If the "Special Issuance and Payment
Instructions" box is completed, the Exchange Agent will issue the Merger
Consideration in the name of, and will mail the Merger Consideration to, the
person or entity so indicated at the address so indicated, but only after the
Exchange Agent has been provided with satisfactory evidence of the payment of,
or exemption from payment of, any applicable stock transfer taxes payable on
account of the transfer to such person or entity prior to the delivery of the
Merger Consideration.
    
 
   
     In the "Special Delivery Instructions" box, indicate the address to which
the Merger Consideration is to be mailed in the name of the undersigned only if
different from the address set forth in Box A.
    
 
   
     12. Lost, Stolen or Destroyed Certificates. You cannot submit an effective
Form of Election and Letter of Transmittal without enclosing your General Signal
Stock Certificates with this Form of Election and Letter of Transmittal or
providing a Guarantee of Delivery followed within three NYSE trading days
thereafter by the General Signal Stock Certificates. If your General Signal
Stock Certificate(s) have been lost, stolen or destroyed, you are urged to call
First Chicago Trust Company of New York, General Signal's transfer agent (the
"Transfer Agent"), at (800) 756-8200. The Transfer Agent will forward additional
documentation which you must complete
    
<PAGE>   11
 
   
in order to obtain a replacement stock certificate. You may be required to post
an indemnity bond if so required by SPX.
    
 
   
     13. Dividend Reinvestment Plan Participants. If you are a participant in
the General Signal Dividend Reinvestment Plan (the "DRP"), you must so indicate
by checking the box in Box B headed "Dividend Reinvestment Plan Participants"
above. Participants in the DRP do not need to send their General Signal Stock
Certificates held through the DRP or a Guarantee of Delivery with this Form of
Election and Letter of Transmittal. By sending in this Form of Election and
Letter of Transmittal and indicating you are a participant in the DRP, you
authorize the Transfer Agent (i) to place a stop against the aforementioned
number of shares of General Signal Common Stock held in the DRP pending the
passing of the Election Deadline and (ii) to follow the directions for delivery
to the Exchange Agent following the Election Deadline.
    
 
     14. Miscellaneous. SPX and the Exchange Agent have the discretion to
determine whether a Form of Election and Letter of Transmittal has been properly
completed, signed and submitted or revoked and to disregard immaterial defects
in any Form of Election and Letter of Transmittal. The good faith decision of
SPX or the Exchange Agent in such matters shall be conclusive and binding. SPX
and the Exchange Agent are not under any duty to give notification of defects in
any Form of Election and Letter of Transmittal.
 
   
     15. Information and Additional Copies. Information and additional copies of
this Form of Election and Letter of Transmittal may be obtained from the
Information Agent by telephoning toll-free (800) 549-6746 or from the Exchange
Agent by telephoning toll-free (800) 507-9357.
    
 
                           IMPORTANT TAX INFORMATION
 
     Under federal income tax law, the Exchange Agent is required to file a
report with the Internal Revenue Service ("IRS") disclosing any payments made to
a holder of General Signal Common Stock pursuant to the Merger Agreement and to
impose 31% backup withholding if required. If the correct certifications on
Substitute Form W-9 are not provided, a $50 penalty may be imposed on the holder
by the IRS and payments made for shares of General Signal Common Stock may be
subject to backup withholding of 31%. Backup withholding is also required if the
IRS notifies the recipient that the recipient is subject to backup withholding
as a result of a failure to report all interest and dividends.
 
     In order to avoid backup withholding resulting from a failure to provide a
correct certification, a holder of General Signal Common Stock must, unless an
exemption applies, provide the Exchange Agent with his correct taxpayer
identification number ("TIN") on Substitute Form W-9 as set forth on this Form
of Election and Letter of Transmittal. Such person must certify under penalties
of perjury that such number is correct and that such holder is not otherwise
subject to backup withholding. The TIN that must be provided is that of the
registered holder of the General Signal Common Stock. If the General Signal
Common Stock is held in more than one name or is not registered in the name of
the actual holder or if the Merger Consideration is to be delivered to another
person as provided in the box entitled "Special Issuance and Payment
Instructions", consult the enclosed guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 and your tax advisor for additional
guidance on which number to report. The box in Part 3 of the Substitute Form W-9
should be checked if the surrendering holder of General Signal Common Stock has
not been issued a TIN and has applied for a TIN or intends to apply for a TIN in
the near future. If the box in Part 3 is checked and the Exchange Agent is not
provided with a TIN, SPX will withhold 31% of all such payments and dividends. A
foreign person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed IRS Form W-8, signed under penalties of perjury,
attesting to that person's exempt status. Foreign investors should consult their
tax advisors regarding the need to complete IRS Form W-8 and any other forms
that may be required.
 
     Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
 
     Please read the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional important
information on how to complete the Substitute Form W-9.
 
     For a summary of the federal income tax consequences of the receipt of the
Merger Consideration, see "Certain Federal Income Tax Consequences of the
Merger" in the Joint Proxy Statement/Prospectus.
<PAGE>   12
 
   
<TABLE>
<S>                                <C>                                  <C>
---------------------------------------------------------------------------------------------------------------------------
                                            PAYER'S NAME: THE BANK OF NEW YORK
 --------------------------------------------------------------------------------------------------------------------------
 
 SUBSTITUTE                         PART 1--PLEASE PROVIDE YOUR
 FORM W-9                           TAXPAYER IDENTIFICATION NUMBER IN             -------------------------------
                                    THE BOX AT RIGHT AND CERTIFY BY                Social Security Number(s) or
 PLEASE FILL IN YOUR                SIGNING AND DATING BELOW.                         Employer Identification
 NAME AND ADDRESS BELOW                                                                      Number(s)
                                   ----------------------------------------------------------------------------------------
    
   
-------------------------            PART 2--Exempt Payees  [ ]
 Name (if joint ownership, list
 first                             ----------------------------------------------------------------------------------------
    
   
and circle the name of the           PART 3--Awaiting TIN  [ ]
 person or entity whose number
                                   ----------------------------------------------------------------------------------------
 
                                    CERTIFICATION--UNDER PENALTY OF PERJURY, I CERTIFY THAT:
 is entered in Part 1)              (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
                                    waiting for a number to be issued to me), and
 --------------------------
 Address (number and street)        (2) I am not subject to backup withholding because: (a) I am exempt from backup
                                    withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS")
--------------------------              that I am subject to backup withholding as a result of a failure to report all
 City, State and Zip Code               interest or dividends, or (c) the IRS has notified me that I am no longer subject
                                        to backup withholding.
 DEPARTMENT OF THE TREASURY
 INTERNAL REVENUE SERVICE           CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified
 PAYER'S REQUEST FOR TAXPAYER       by the IRS that you are subject to backup withholding because of under-reported
 IDENTIFICATION NUMBER (TIN)        interest or dividends on your tax return. However, if after being notified by the IRS
                                    that you were subject to backup withholding you received another notification from the
                                    IRS stating that you are no longer subject to backup withholding, do not cross out item
                                    (2). If you are exempt from backup withholding, check the box in Part 2 above.

---------------------------------------------------------------------------------------------------------------------------
 
 SIGNATURE: _________________________________________________________ DATE:_____________________________________________
 
---------------------------------------------------------------------------------------------------------------------------

</TABLE>
    
 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM OF ELECTION AND LETTER OF
      TRANSMITTAL, INCLUDING THE SUBSTITUTE FORM W-9, MAY RESULT IN BACKUP
      WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER
      AGREEMENT. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
      TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL
      DETAILS.
 
           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                 THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
 
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number, 31% of all reportable
payments made to me thereafter will be withheld until I provide such number.
 
<TABLE>
<S>                                                            <C>
-----------------------------------------------------------    ------------------------------------
                         Signature                                             Date
</TABLE>
<PAGE>   13
 
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
 
<TABLE>
<CAPTION>
---------------------------------------------------------------
                                              GIVE THE
                                          SOCIAL SECURITY
     FOR THIS TYPE OF ACCOUNT:               NUMBER OF:
---------------------------------------------------------------
                                      GIVE THE EMPLOYER
                                      IDENTIFICATION
           FOR THIS TYPE OF ACCOUNT:  NUMBER OF:
---------------------------------------------------------------
<S>  <C>                              <C>
 1.  Individual                       The individual

 2.  Two or more individuals (joint   The actual owner of the
     account)                         account or, if combined
                                      funds, the first
                                      individual on the
                                      account(1)

 3.  Custodian account of a minor     The minor(2)
     (Uniform Gift to Minors Act)

 4.  a. The usual revocable savings   The grantor-trustee(1)
        trust account (grantor is
        also trustee)                 The actual owner(1)
     b. So-called trust account that
        is not a legal or valid
        trust under State law

 5.  Sole proprietorship              The owner(3)

 6.  Sole proprietorship              The owner(3)

 7.  A valid trust, estate, or        The legal entity(4)
     pension trust

 8.  Corporate                        The corporation

 9.  Association, club, religious,    The organization
     charitable, educational, or
     other tax-exempt organization

10.  Partnership                      The partnership

11.  A broker or registered nominee   The broker or nominee

12.  Account with the Department of   The public entity
     Agriculture in the name of a
     public entity (such as a State
     or local government, school
     district, or prison) that
     receives agricultural program
     payments
---------------------------------------------------------------

</TABLE>
 
 
(1) List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a social security number, that
     person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your social security number or
     your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
    (Do not furnish the taxpayer identification number of the personal
    representative or trustee unless the legal entity itself is not designated
    in the account title.)
 
NOTE:If no name is circled when more than one name is listed, the number will be
     considered to be that of the first name listed.
 
OBTAINING A NUMBER
 
     If you don't have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, or Form SS-4, Application for Employer
Identification Number, at the local office of the Social Security Administration
or the Internal Revenue Service and apply for a number.
<PAGE>   14
 
PAYEES EXEMPT FROM BACKUP WITHHOLDING
 
Payees specifically exempted from backup withholding with respect to interest
and dividend payments and broker transactions include the following:
 
 - A corporation.
 
 - A financial institution.
 
 - An organization exempt from tax under section 501(a), an individual
  retirement plan or a custodial account under section 403(b)(7) if the account
  satisfies the requirements of section 401(f)(2).
 
 - The United States, a State, the District of Columbia, or a possession of the
   United States, or a political subdivision, agency or instrumentality thereof.
 
 - A foreign government or any political subdivision, agency or instrumentality
   thereof.
 
 - An international organization or any agency or instrumentality thereof.
 
 - A dealer in securities or commodities required to register in the U.S. or a
   possession of the U.S.
 
 - A real estate investment trust.
 
 - A common trust fund operated by a bank under section 584(a).
 
 - An entity registered at all times during the tax year under the Investment
   Company Act of 1940.
 
 - A foreign central bank of issue.
 
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
 
 - Payments to nonresident aliens subject to withholding under section 1441.
 
 - Payments to partnerships not engaged in a trade or business in the U.S. and
   that have at least one nonresident alien partner.
 
 - Payments of patronage dividends where the amount received is not paid in
   money.
 
 - Payments made by certain foreign organizations.
 
 - Section 404(k) payments made by an ESOP.
 
Payments of interest not generally subject to backup withholding include the
following:
 
 - Payments of interest on obligations issued by individuals. Note: You may be
   subject to backup withholding if this interest is $600 or more and is paid in
   the course of the payer's trade or business and you have not provided your
   correct taxpayer identification number to the payer.
 
 - Payments of tax-exempt interest (including exempt-interest dividends under
   section 852).
 
 - Payments described in section 6049(b)(5) to non-resident aliens.
 
 - Payments on tax-free covenant bonds under section 1451.
 
 - Payments made by certain foreign organizations.
 
 - Mortgage interest paid to you.
 
Exempt payees described above should file Form W-9 or a substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX IN PART 2 OF THE
FORM, RETURN IT TO THE PAYER, AND SIGN AND DATE THE FORM.
 
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations thereunder.
 
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers,
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation and to cities, states, and the District of Columbia, to
carry out their tax laws. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
 
PENALTIES
 
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
 
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
 
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
 
                  FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
                   CONSULTANT OR THE INTERNAL REVENUE SERVICE
