
<PAGE>
                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                       OF
                         ARMOR ALL PRODUCTS CORPORATION
            PURSUANT TO THE OFFER TO PURCHASE DATED DECEMBER 2, 1996
                                       BY
                         SHIELD ACQUISITION CORPORATION
                          A WHOLLY OWNED SUBSIDIARY OF
                               THE CLOROX COMPANY
 
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, DECEMBER 30, 1996, UNLESS THE OFFER IS EXTENDED.
 
           TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY
 
<TABLE>
<S>                             <C>                              <C>
           BY MAIL:                        BY HAND:                 BY OVERNIGHT COURIER:
     Tenders & Exchanges          First Chicago Trust Company        Tenders & Exchanges
    P.O. Box 2569 - Suite                 of New York                  14 Wall Street
          4660-AAPC                ATTN: Tenders & Exchanges     Suite 4680-AAPC, 8th Floor
  Jersey City, NJ 07303-2569       c/o The Depository Trust          New York, NY 10005
                                            Company
                                   55 Water Street, DTC TAD
                                Vietnam Veterans Memorial Plaza
                                      New York, NY 10041
</TABLE>
 
    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE  WILL  NOT CONSTITUTE  A  VALID DELIVERY.  YOU  MUST SIGN  THIS  LETTER OF
TRANSMITTAL  IN  THE  APPROPRIATE  SPACE  PROVIDED  THEREFOR  AND  COMPLETE  THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
 
    THE  INSTRUCTIONS  ACCOMPANYING THIS  LETTER OF  TRANSMITTAL SHOULD  BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
 
    This Letter of  Transmittal is  to be  completed by  stockholders either  if
certificates  evidencing Shares (as defined below)  are to be forwarded herewith
or, unless an Agent's Message (as defined  in the Offer to Purchase (as  defined
below))  is utilized, if delivery of Shares is to be made by book-entry transfer
to the  Depositary's account  at The  Depository Trust  Company ("DTC")  or  the
Philadelphia  Depository  Trust Company  ("PDTC")  (each a  "Book-Entry Transfer
Facility" and, collectively, the  "Book-Entry Transfer Facilities") pursuant  to
the  book-entry  transfer  procedure described  in  Section  3 of  the  Offer to
Purchase. Delivery  of documents  to  a Book-Entry  Transfer Facility  does  not
constitute delivery to the Depositary.
 
    Stockholders whose certificates evidencing Shares ("Share Certificates") are
not immediately available or who cannot deliver their Share Certificates and all
other  documents required hereby to the  Depositary prior to the Expiration Date
(as defined in Section 1  of the Offer to Purchase)  or who cannot complete  the
procedure  for delivery by book-entry transfer on a timely basis and who wish to
tender their Shares  must do so  pursuant to the  guaranteed delivery  procedure
described in Section 3 of the Offer to Purchase. See Instruction 2.
 
<TABLE>
<S>        <C>
/ /        CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE
           BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
           Name of Tendering Institution:
           Check Box of Applicable Book-Entry Transfer Facility:
           (check one)                          / / DTC                          / / PDTC
           Account Number:
           Transaction Code Number:
</TABLE>
 
<TABLE>
<S>        <C>
/ /        CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
           DEPOSITARY AND COMPLETE THE FOLLOWING:
           Name(s) of Registered Holder(s):
           Window Ticket No. (if any):
           Date of Execution of Notice of Guaranteed Delivery:
           Name of Institution which Guaranteed Delivery:
           If Delivered by Book-Entry Transfer, Check Box of Applicable Book-Entry Transfer Facility:
           / / DTC
           / / PDTC
           Account Number (if delivered by Book-Entry Transfer)
           Transaction Code Number
</TABLE>
<TABLE>
<S>                                               <C>                     <C>                     <C>
                                             DESCRIPTION OF SHARES TENDERED
 
<CAPTION>
           Name(s) and Address(es) of
              Registered Holder(s)
 (Please fill in, if blank, exactly as name(s)                   Share Certificate(s) and Shares Tendered
       appear(s) on Share Certificate(s))                         (Attach additional list, if necessary)
<S>                                               <C>                     <C>                     <C>
                                                          Share           Total Number of Shares
                                                       Certificate          Evidenced by Share       Number of Shares
                                                        Number(s)*           Certificate(s)*            Tendered**
                                                      Total Shares:
  *Need not be completed by stockholders delivering Shares by book-entry transfer.
 **Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the
   Depositary are being tendered hereby. See Instruction 4.
</TABLE>
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 
Ladies and Gentlemen:
 
    The undersigned hereby tenders to Shield Acquisition Corporation, a Delaware
corporation (the "Offeror") and a wholly owned subsidiary of The Clorox Company,
a  Delaware  corporation (the  "Parent"), the  above-described shares  of common
stock, par  value  $0.01  per  share  (the  "Shares"),  of  Armor  All  Products
Corporation,  a Delaware corporation (the  "Company"), pursuant to the Offeror's
offer to purchase any and  all of the outstanding Shares,  at a price of  $19.09
per  Share, net  to the  seller in  cash, without  interest, upon  the terms and
subject to the conditions set forth in the Offer to Purchase, dated December  2,
1996  (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which together constitute the "Offer"). The Offer is
being made in  connection with the  Agreement and  Plan of Merger,  dated as  of
November  26, 1996,  as amended, by  and among  the Parent, the  Offeror and the
Company. The  undersigned understands  that the  Offeror reserves  the right  to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates,  the right  to purchase  all or any  portion of  the Shares tendered
pursuant to the Offer.
 
    Subject to,  and  effective  upon,  acceptance for  payment  of  the  Shares
tendered  herewith in  accordance with the  terms of the  Offer, the undersigned
hereby sells, assigns and transfers  to, or upon the  order of, the Offeror  all
right,  title and  interest in  and to  all the  Shares that  are being tendered
hereby  and  all  dividends,   distributions  (including,  without   limitation,
distributions  of additional  Shares or  other securities)  and rights declared,
paid or distributed in  respect of such  Shares on or  after November 26,  1996,
other  than the dividend of $0.16 per  Share previously declared by the Company,
the record date for which  is December 2, 1996 (collectively,  "Distributions"),
and   irrevocably  appoints  the  Depositary  the  true  and  lawful  agent  and
attorney-in-fact of  the  undersigned  with  respect  to  such  Shares  and  all
Distributions,  with full  power of substitution  (such power  of attorney being
deemed to be  an irrevocable  power coupled with  an interest),  to (i)  deliver
Share  Certificates evidencing  such Shares  and all  Distributions, or transfer
ownership of such Shares and all  Distributions on the account books  maintained
by   a  Book-Entry  Transfer  Facility,  together,  in  either  case,  with  all
accompanying evidences of transfer and authenticity, to or upon the order of the
Offeror, (ii) present  such Shares  and all  Distributions for  transfer on  the
books  of the Company and (iii) receive  all benefits and otherwise exercise all
rights of beneficial  ownership of  such Shares  and all  Distributions, all  in
accordance with the terms of the Offer.
 
    The  undersigned hereby irrevocably appoints each designee of the Offeror as
the attorney-in-fact  and proxy  of the  undersigned, each  with full  power  of
substitution, to exercise all voting and other rights of the undersigned in such
manner  as each  such attorney and  proxy or  his substitute shall,  in his sole
discretion, deem proper and otherwise act (by written consent or otherwise) with
respect to all the Shares tendered  hereby which have been accepted for  payment
by  the  Offeror  prior  to the  time  of  any  vote or  other  action  (and any
Distributions), at any meeting of stockholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting) or consent in lieu
of any such meeting or  otherwise. This proxy and  power of attorney is  coupled
with an interest in the Shares tendered hereby, is irrevocable and is granted in
consideration  of, and  is effective  upon, the  acceptance for  payment of such
Shares by the Offeror in accordance with the terms of the Offer. Such acceptance
for payment shall revoke any other proxies and powers of attorney granted by the
undersigned at any time with respect to such Shares (and any Distributions), and
no subsequent  proxy or  power of  attorney shall  be given  or written  consent
executed  (and if given or executed, shall  not be effective) by the undersigned
with respect thereto. The undersigned understands  that, in order for Shares  to
be  deemed validly tendered,  immediately upon the  Offeror's acceptance of such
Shares for payment, the Offeror must be  able to exercise full voting and  other
rights of a record and beneficial owner with respect to such Shares.
 
    The undersigned hereby represents and warrants that the undersigned has full
power  and authority  to tender, sell,  assign and transfer  the Shares tendered
hereby and  all Distributions,  and  that, when  such  Shares are  accepted  for
payment   by  the  Offeror,  the  Offeror  will  acquire  good,  marketable  and
unencumbered title  thereto and  to all  Distributions, free  and clear  of  all
liens,  restrictions, charges and encumbrances, and that none of such Shares and
Distributions will  be  subject to  any  adverse claim.  The  undersigned,  upon
request,  shall  execute  and deliver  all  additional documents  deemed  by the
Depositary or the  Offeror to be  necessary or desirable  to complete the  sale,
assignment  and transfer of the Shares tendered hereby and all Distributions. In
addition, the undersigned shall  remit and transfer  promptly to the  Depositary
for  the  account of  the Offeror  all  Distributions in  respect of  the Shares
tendered hereby,  accompanied by  appropriate  documentation of  transfer,  and,
pending  such  remittance and  transfer  or appropriate  assurance  thereof, the
Offeror shall be entitled  to all rights  and privileges as  owner of each  such
Distribution  and may withhold the entire  purchase price of the Shares tendered
hereby, or  deduct  from  such purchase  price,  the  amount or  value  of  such
Distribution as determined by the Offeror in its sole discretion.
 
    No  authority herein conferred  or agreed to be  conferred shall be affected
by, and  all  such authority  shall  survive, the  death  or incapacity  of  the
undersigned.  All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the  undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
 
    The  undersigned understands that  tenders of Shares pursuant  to any one of
the procedures  described in  Section 3  of the  Offer to  Purchase and  in  the
instructions  hereto will constitute  the undersigned's acceptance  of the terms
and conditions of the Offer. The Offeror's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and the Offeror upon
the terms  and  subject to  the  conditions  of the  Offer,  including,  without
limitation,  the undersigned's representation and  warranty that the undersigned
owns the Shares being tendered.
 
    Unless otherwise  indicated  herein in  the  box entitled  "Special  Payment
Instructions,"  please  issue the  check for  the purchase  price of  all Shares
purchased, and return all Share Certificates evidencing Shares not purchased  or
not  tendered, in the name(s) of  the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly,  unless otherwise indicated in  the
box  entitled "Special  Delivery Instructions,"  please mail  the check  for the
purchase price of  all Shares  purchased and all  Share Certificates  evidencing
Shares   not  tendered  or   not  purchased  (and   accompanying  documents,  as
appropriate) to  the address(es)  of the  registered holder(s)  appearing  above
under  "Description of  Shares Tendered." In  the event that  the boxes entitled
"Special Payment  Instructions" and  "Special  Delivery Instructions"  are  both
completed, please issue the check for the purchase price of all Shares purchased
and  return  all  Share  Certificates evidencing  Shares  not  purchased  or not
tendered in the name(s) of, and mail  such check and Share Certificates to,  the
person(s)  so indicated. Please credit any  Shares tendered hereby and delivered
by book-entry transfer, but which are not purchased, by crediting the account at
the Book-Entry Transfer  Facility designated above.  The undersigned  recognizes
that   the  Offeror  has   no  obligation,  pursuant   to  the  Special  Payment
Instructions, to transfer any Shares from  the name of the registered  holder(s)
thereof  if the Offeror does  not accept for payment  any of the Shares tendered
hereby.
 
<TABLE>
<S>                                           <C>
              SPECIAL PAYMENT                               SPECIAL DELIVERY
                INSTRUCTIONS                                  INSTRUCTIONS
      (SEE INSTRUCTIONS 1, 5, 6 AND 7)              (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed  ONLY if the  check for  the  To  be completed  ONLY if the  check for the
purchase   price   of   Shares   or    Share  purchase  price of Shares purchased or Share
Certificates evidencing Shares not  tendered  Certificates  evidencing Shares not tendered
or not  purchased are  to be  issued in  the  or not purchased are to be mailed to someone
name of someone other than the undersigned.   other   than  the  undersigned,  or  to  the
                                              undersigned at  an address  other than  that
                                              shown    under   "Description    of   Shares
                                              Tendered."
Issue check and/or certificate(s) to:         Mail check and/or certificate(s) to:
 
                   Name:                                         Name:
                PLEASE PRINT                                  PLEASE PRINT
                  Address:                                      Address:
              INCLUDE ZIP CODE                              INCLUDE ZIP CODE
       TAXPAYER IDENTIFICATION OR SOCIAL
              SECURITY NUMBER
        (SEE SUBSTITUTE FORM W-9 ON REVERSE
                   SIDE)
</TABLE>
 
                                   IMPORTANT
                           STOCKHOLDER(S): SIGN HERE
                (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
 
       .........................................................................
 
       .........................................................................
                           SIGNATURE(S) OF HOLDER(S)
            Dated:........................................................ , 199
 
  (Must be signed by registered holder(s) exactly as name(s) appear(s) on  Share
Certificates  or on a security position listing  or by a person(s) authorized to
become registered holder(s) by certificates and documents transmitted  herewith.
If   signature   is   by   a   trustee,   executor,   administrator,   guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative  capacity,  please  provide  the  following  information.  See
Instruction 5.)
 
Name(s): .......................................................................
 
 ................................................................................
                                  PLEASE PRINT
 
Capacity: ......................................................................
                                 PLEASE PROVIDE FULL
TITLE
 
Address: .......................................................................
 
 ................................................................................
                                                                INCLUDE ZIP CODE
 
Telephone No.: .................................................................
                               INCLUDE AREA CODE
 
Taxpayer Identification or
Social Security Number: ........................................................
SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE
 
                           GUARANTEE OF SIGNATURE(S)
                   (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
SPACE  BELOW IS FOR USE BY  FINANCIAL INSTITUTIONS ONLY. FINANCIAL INSTITUTIONS:
PLACE MEDALLION GUARANTEE IN SPACE PROVIDED BELOW.
<PAGE>
                                  INSTRUCTIONS
             Forming Part of the Terms and Conditions of the Offer
 
    1.   GUARANTEE OF SIGNATURES.  All  signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member in good standing of a  recognized
Medallion  Signature  Guarantee Program,  or  by any  other  "eligible guarantor
institution," as  such term  is defined  in Rule  17Ad-15 under  the  Securities
Exchange  Act of 1934, as amended (each of the foregoing being referred to as an
"Eligible Institution"), unless (i) this Letter of Transmittal is signed by  the
registered  holder(s) of the Shares (which  term, for purposes of this document,
shall include  any participant  in  a Book-Entry  Transfer Facility  whose  name
appears  on a security position listing as  the owner of Shares) tendered hereby
and such  holder(s)  has (have)  completed  neither the  box  entitled  "Special
Payment  Instructions" nor the  box entitled "Special  Delivery Instructions" on
the reverse  hereof or  (ii) such  Shares are  tendered for  the account  of  an
Eligible Institution. See Instruction 5.
 
    2.   DELIVERY OF LETTER OF TRANSMITTAL  AND SHARE CERTIFICATES.  This Letter
of Transmittal is to be  used either if Share  Certificates are to be  forwarded
herewith  or,  unless  an Agent's  Message  is  utilized, if  Shares  are  to be
delivered by book-entry transfer pursuant to the procedure set forth in  Section
3  of  the  Offer  to Purchase.  Share  Certificates  evidencing  all physically
tendered  Shares,  or  a  confirmation   of  a  book-entry  transfer  into   the
Depositary's  account at a Book-Entry Transfer  Facility of all Shares delivered
by book-entry transfer, as well as a properly completed and duly executed Letter
of Transmittal (or facsimile thereof),  with any required signature  guarantees,
or  an  Agent's Message  in the  case of  a book-entry  delivery, and  any other
documents required  by this  Letter  of Transmittal,  must  be received  by  the
Depositary  at one of its addresses set forth on the reverse hereof prior to the
Expiration Date.  If  Share Certificates  are  forwarded to  the  Depositary  in
multiple   deliveries,  a  properly  completed   and  duly  executed  Letter  of
Transmittal  must  accompany  each  such  delivery.  Stockholders  whose   Share
Certificates  are  not immediately  available,  who cannot  deliver  their Share
Certificates and all  other required documents  to the Depositary  prior to  the
Expiration  Date or who cannot complete the procedure for delivery by book-entry
transfer on a timely  basis may tender their  Shares pursuant to the  guaranteed
delivery  procedure described in Section 3 of the Offer to Purchase. Pursuant to
such procedure:  (i)  such  tender  must  be made  by  or  through  an  Eligible
Institution;  (ii) a properly  completed and duly  executed Notice of Guaranteed
Delivery, substantially  in the  form made  available by  the Offeror,  must  be
received  by the Depositary  prior to the  Expiration Date; and  (iii) the Share
Certificates evidencing  all  physically delivered  Shares  in proper  form  for
transfer  by  delivery, or  a  confirmation of  a  book-entry transfer  into the
Depositary's account at a Book-Entry  Transfer Facility of all Shares  delivered
by book-entry transfer, in each case together with a Letter of Transmittal (or a
facsimile  thereof),  properly completed  and duly  executed, with  any required
signature guarantees  (or,  in  the  case of  book-entry  delivery,  an  Agent's
Message),  and any other documents required  by this Letter of Transmittal, must
be received by the Depositary within three Nasdaq trading days after the date of
execution of such Notice of Guaranteed  Delivery, all as described in Section  3
of the Offer to Purchase.
 
    THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY,  IS  AT THE  OPTION AND  RISK  OF THE  TENDERING STOCKHOLDER,  AND THE
DELIVERY WILL BE DEEMED MADE ONLY  WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.  IF
DELIVERY  IS BY  MAIL, REGISTERED MAIL  WITH RETURN  RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.  IN ALL  CASES, SUFFICIENT  TIME SHOULD  BE ALLOWED  TO
ENSURE TIMELY DELIVERY.
 
    No  alternative, conditional or  contingent tenders will  be accepted and no
fractional Shares will be purchased. By execution of this Letter of  Transmittal
(or  a facsimile hereof), all tendering  stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
 
    3.  INADEQUATE SPACE.   If the space  provided herein under "Description  of
Shares  Tendered" is  inadequate, the Share  Certificate numbers,  the number of
Shares evidenced by such  Share Certificates and the  number of Shares  tendered
should be listed on a separate schedule and attached hereto.
 
    4.  PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).   If  fewer than  all the Shares  evidenced by  any Share Certificate
delivered to the  Depositary herewith  are to be  tendered hereby,  fill in  the
number  of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such cases, new Share Certificates evidencing the remainder of the
Shares that were evidenced by the Share Certificates delivered to the Depositary
herewith will  be sent  to the  person(s) signing  this Letter  of  Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions" on
the  reverse hereof, as soon as  practicable after the expiration or termination
of the  Offer. All  Shares  evidenced by  Share  Certificates delivered  to  the
Depositary will be deemed to have been tendered unless otherwise indicated.
 
    5.   SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.  If
this Letter of Transmittal is signed  by the registered holder(s) of the  Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the  face of the  Share Certificates evidencing  such Shares without alteration,
enlargement or any other change whatsoever.
 
    If any Share tendered hereby is owned of record by two or more persons,  all
such persons must sign this Letter of Transmittal.
 
    If  any  of  the Shares  tendered  hereby  are registered  in  the  names of
different holders, it  will be necessary  to complete, sign  and submit as  many
separate  Letters of  Transmittal as there  are different  registrations of such
Shares.
 
    If this Letter of Transmittal is  signed by the registered holder(s) of  the
Shares  tendered hereby, no endorsements of Share Certificates or separate stock
powers are required,  unless payment  is to be  made to,  or Share  Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a  person  other  than  the  registered  holder(s),  in  which  case  the  Share
Certificate(s) evidencing  the  Shares  tendered  hereby  must  be  endorsed  or
accompanied  by appropriate stock  powers, in either case  signed exactly as the
name(s) of  the registered  holder(s) appear(s)  on such  Share  Certificate(s).
Signatures  on such Share Certificate(s) and  stock powers must be guaranteed by
an Eligible Institution.
 
    If this  Letter  of  Transmittal  is  signed by  a  person  other  than  the
registered  holder(s) of  the Shares  tendered hereby,  the Share Certificate(s)
evidencing the  Shares  tendered  hereby  must be  endorsed  or  accompanied  by
appropriate  stock powers, in either  case signed exactly as  the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on  such
Share  Certificate(s)  and  stock  powers  must  be  guaranteed  by  an Eligible
Institution.
 
    If this Letter  of Transmittal or  any Share Certificate  or stock power  is
signed  by  a  trustee,  executor,  administrator,  guardian,  attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such  person should  so  indicate when  signing, and  proper  evidence
satisfactory  to  the Offeror  of  such person's  authority  so to  act  must be
submitted.
 
    6.  STOCK TRANSFER TAXES.  Except as otherwise provided in this  Instruction
6,  the Offeror will pay  all stock transfer taxes with  respect to the sale and
transfer of any Shares to  it or its order pursuant  to the Offer. If,  however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s)  evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of  any
stock  transfer taxes (whether  imposed on the  registered holder(s), such other
person or otherwise)  payable on account  of the transfer  to such other  person
will  be  deducted from  the  purchase price  of  such Shares  purchased, unless
evidence satisfactory to Purchaser  of the payment of  such taxes, or  exemption
therefrom,  is submitted. Except as provided in  this Instruction 6, it will not
be necessary for  transfer tax stamps  to be affixed  to the Share  Certificates
evidencing the Shares tendered hereby.
 
    7.   SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.  If a check for the purchase
price of any  Shares tendered hereby  is to be  issued, or Share  Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a  person other than the person(s) signing this Letter of Transmittal or if such
check or any  such Share Certificate  is to be  sent to someone  other than  the
person(s)  signing this Letter  of Transmittal or to  the person(s) signing this
Letter of  Transmittal but  at  an address  other than  that  shown in  the  box
entitled "Description of Shares Tendered" on the reverse hereof, the appropriate
boxes on the reverse of this Letter of Transmittal must be completed.
 
    8.   QUESTIONS AND REQUESTS FOR  ASSISTANCE OR ADDITIONAL COPIES.  Questions
and requests for  assistance may  be directed to  the Information  Agent or  the
Dealer  Manager at  their respective  addresses or  telephone numbers  set forth
below. Additional copies of  the Offer to Purchase,  this Letter of  Transmittal
and the Notice of Guaranteed Delivery may be obtained from the Information Agent
or  the  Dealer Manager  or  from brokers,  dealers,  commercial banks  or trust
companies.
 
    9.  SUBSTITUTE FORM W-9.  Each tendering stockholder is required to  provide
the  Depositary with  a correct  Taxpayer Identification  Number ("TIN")  on the
Substitute Form W-9 which is  provided under "Important Tax Information"  below,
and  to certify  whether such  stockholder is  subject to  backup withholding of
federal income tax. If a tendering stockholder has been notified by the Internal
Revenue Service that  such stockholder  is subject to  backup withholding,  such
stockholder  must cross out item (2) of  the Certification box of the Substitute
Form W-9,  unless such  stockholder  has since  been  notified by  the  Internal
Revenue   Service  that  such  stockholder  is   no  longer  subject  to  backup
withholding. Failure to provide the information  on the Substitute Form W-9  may
subject  the tendering stockholder to 31%  federal income tax withholding on the
payment of the purchase price of all Shares purchased from such stockholder.  If
the  tendering stockholder has not been issued a  TIN and has applied for one or
intends to  apply for  one in  the near  future, such  stockholder should  write
"Applied For" in the space provided for the TIN in Part I of the Substitute Form
W-9,  and sign and date the Substitute Form  W-9. If "Applied For" is written in
Part I  and the  Depositary is  not  provided with  a TIN  within 60  days,  the
Depositary  will withhold  31% on  all payments  of the  purchase price  to such
stockholder until a TIN is provided to the Depositary.
 
    10.  WAIVER OF CONDITIONS.  Subject  to the terms of the Offer, the  Offeror
reserves  the right to  waive any of  the specified conditions  of the Offer, in
whole or in part, in the case of any Shares tendered.
 
    IMPORTANT: THIS  LETTER  OF  TRANSMITTAL  (OR  FACSIMILE  HEREOF),  PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR
AN AGENT'S MESSAGE IN THE CASE OF BOOK-ENTRY DELIVERY, AND SHARE CERTIFICATES OR
CONFIRMATION  OF  BOOK-ENTRY TRANSFER  AND ALL  OTHER  REQUIRED DOCUMENTS)  OR A
PROPERLY COMPLETED  AND DULY  EXECUTED  NOTICE OF  GUARANTEED DELIVERY  MUST  BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
 
                           IMPORTANT TAX INFORMATION
 
    Under  the federal income  tax law, a stockholder  whose tendered Shares are
accepted for payment  is required by  law to provide  the Depositary (as  payer)
with  such  stockholder's correct  TIN  on Substitute  Form  W-9 below.  If such
stockholder is  an individual,  the TIN  is such  stockholder's social  security
number.  If the Depositary is not provided with the correct TIN, the stockholder
may be  subject  to  penalties  imposed by  the  Internal  Revenue  Service.  In
addition,  payments that  are made  to such  stockholder with  respect to Shares
purchased pursuant to the Offer may be subject to backup withholding.
 
    Certain stockholders (including, among others, all corporations and  certain
foreign  individuals) are not subject to  these backup withholding and reporting
requirements. In  order  for  a  foreign individual  to  qualify  as  an  exempt
recipient,  such individual  must submit  an Internal  Revenue Form  W-8, signed
under penalties of perjury, attesting to such individual's exempt status. A Form
W-8 may  be  obtained from  the  Depositary.  See the  enclosed  Guidelines  for
Certification  of  Taxpayer Identification  Number  on Substitute  Form  W-9 for
additional instructions.
 
    If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to  the stockholder. Backup withholding  is not an  additional
tax.  Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an  overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
 
PURPOSE OF SUBSTITUTE FORM W-9
 
    To  prevent backup  withholding on payments  that are made  to a stockholder
with respect  to Shares  purchased pursuant  to the  Offer, the  stockholder  is
required  to  notify  the  Depositary  of  such  stockholder's  correct  TIN  by
completing the form below  certifying that the TIN  provided on Substitute  Form
W-9  is correct (or that such stockholder is  awaiting a TIN), and that (i) such
stockholder has not  been notified by  the Internal Revenue  Service that he  is
subject to backup withholding as a result of a failure to report all interest or
dividends  or (ii)  the Internal Revenue  Service has  notified such stockholder
that such stockholder is no longer subject to backup withholding.
 
WHAT NUMBER TO GIVE THE DEPOSITARY
 
    The stockholder  is required  to  give the  Depositary the  social  security
number  or employer  identification number  of the  record holder  of the Shares
tendered hereby. If the Shares are in more than one name or are not in the  name
of  the  actual  owner, consult  the  enclosed Guidelines  for  Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
 
<TABLE>
<S>                               <C>                                <C>
                         PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
 
                                  PART I--Taxpayer Identification
                                  Number--
                                  For all accounts, enter your TIN
                                  in the box at right. (For most
                                  individuals, this is your social
                                  security number. If you do not
                                  have a TIN, see Obtaining a
                                  Number in the enclosed
                                  GUIDELINES.) Certify by signing          SOCIAL SECURITY NUMBER
                                  and dating below. Note: If the                     OR
 SUBSTITUTE                       account is in more than one name,
 Form W-9                         see the chart in the enclosed        EMPLOYER IDENTIFICATION NUMBER
 Department of the Treasury       GUIDELINES to determine which            (IF AWAITING TIN WRITE
 Internal Revenue Service         number to give the payer.                    "APPLIED FOR")
 PAYER'S REQUEST FOR TAXPAYER     PART II--For Payees Exempt From Backup Withholding, see the enclosed
 IDENTIFICATION NUMBER (TIN)      GUIDELINES and complete as instructed therein.
 
 CERTIFICATION--Under penalties of perjury, I certify that:
 (1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
      number to be issued to me), and
 (2)  I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b)
      I have not been notified by the Internal Revenue  Service (the "IRS") that I am subject to  backup
      withholding  as a  result of  failure to  report all  interest or  dividends, or  (c) the  IRS has
      notified me that I am no longer subject to backup withholding.
 
 CERTIFICATE INSTRUCTIONS--You must cross out item (2) above  if you have been notified by the IRS  that
 you  are subject  to backup  withholding because of  underreporting interest  or dividends  on your tax
 return. However, if after  being notified by the  IRS that you were  subject to backup withholding  you
 received another notification from the IRS that you are no longer subject to backup withholding, do not
 cross out item (2). (Also see instructions in the enclosed GUIDELINES.)
 
 SIGNATURE                                                           DATE,  199
</TABLE>
 
NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
       OF  31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. FOR ADDITIONAL
       DETAILS, PLEASE  REVIEW  THE  ENCLOSED GUIDELINES  FOR  CERTIFICATION  OF
       TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
 
    Facsimiles  of the  Letter of  Transmittal will  be accepted.  The Letter of
Transmittal and Certificates evidencing Shares and any other required  documents
should  be  sent  or  delivered  by  each  stockholder  or  his  broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of  its
addresses set forth above.
 
    Questions  or requests for assistance may  be directed to the Dealer Manager
or Information Agent at their respective addresses and telephone numbers  listed
below. Additional copies of the Offer to Purchase, the Letter of Transmittal and
the  Notice of Guaranteed Delivery may be obtained from the Information Agent. A
stockholder may  also  contact  brokers,  dealers,  commercial  banks  or  trust
companies for assistance concerning the Offer.
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
                            GEORGESON & COMPANY INC.
                               WALL STREET PLAZA
                            NEW YORK, NEW YORK 10005
                 BANKS AND BROKERS CALL COLLECT (212) 440-9800
                   ALL OTHERS CALL TOLL FREE: 1-800-223-2064
 
                      THE DEALER MANAGER FOR THE OFFER IS:
 
                              MORGAN STANLEY & CO.
                                   INCORPORATED
 
                             555 California Street
                                   Suite 2200
                        San Francisco, California 94104
                                 (415) 576-2332
