To Surrender Zero Coupon Convertible Subordinated Notes Due 2009
issued by
USF&G CORPORATION

Pursuant to the Company Notice given by
St. Paul Fire and Marine Insurance Company (as successor to USF&G Corporation)
and The St. Paul Companies, Inc.
Dated February 2, 2004

DELIVERY OF THIS PURCHASE NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN AND IN THE COMPANY NOTICE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY BEFORE THIS PURCHASE NOTICE IS COMPLETED.

By execution hereof, the undersigned acknowledges receipt of the Company Notice, dated February 2, 2004 (the "Company Notice"), of St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), this Purchase Notice and instructions hereto (the "Purchase Notice") and related offer materials, all of which relate to the offer to purchase by the Company and St. Paul, at the option of the holder thereof, the outstanding Zero Coupon Convertible Subordinated Notes Due 2009 of the Company (the "Securities"), subject to the terms and the conditions of the Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Trustee, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Trustee (as so supplemented and amended, the "Indenture"), the Securities, the Company Notice and related offer materials (the "Option").

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE PAYMENT FOR THE SECURITIES SURRENDERED FOR PURCHASE IN THE OPTION PURSUANT TO THE COMPANY NOTICE MUST VALIDLY SURRENDER (AND NOT WITHDRAW) THEIR SECURITIES TO THE PAYING AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE.

This Purchase Notice is to be used by holders of the Securities if certificates representing Securities are to be physically delivered to the Paying Agent herewith by holders of Securities. This Purchase Notice is also being supplied for informational purposes only to persons who hold Securities in book-entry form through the facilities of The Depository Trust Company ("DTC"). Surrender of Securities held through DTC must be made pursuant to the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase—Delivery of Securities—Securities in Global Form" in the Company Notice.

In order to properly complete this Purchase Notice, a holder of Securities must (i) complete the box entitled "Description of Securities Being Surrendered for Purchase"; (ii) if appropriate, check and complete the boxes relating to Special Issuance or Payment Instructions and Special Delivery Instructions; (iii) sign the Purchase Notice; and (iv) complete Substitute Form W-9. Each holder of Securities should carefully read the detailed Instructions contained herein prior to completing this Purchase Notice.

The undersigned has completed, executed and delivered this Purchase Notice to indicate the action the undersigned desires to take with respect to the surrendering of Securities for purchase pursuant to the Company Notice.

All capitalized terms used herein but not specifically defined herein shall have the meaning ascribed to them in the Company Notice, the Indenture and the Securities.

Your bank or broker can assist you in completing this form. The instructions included with this Purchase Notice must be followed. Questions and requests for assistance or for additional copies of the Company Notice and this Purchase Notice may be directed to the Paying Agent. See Instruction 9 below.

The Company and St. Paul are not aware of any jurisdiction where the delivery of the Company Notice would not be in compliance with applicable laws. If the Company or St. Paul becomes aware of any jurisdiction where the delivery of the Company Notice would not be in compliance with such laws, the Company and St. Paul will make a good faith effort to comply with any such laws or seek to have such laws declared inapplicable to the delivery of the Company Notice. If after such good faith effort, the Company and St. Paul cannot comply with any such applicable laws, the Company Notice will not be delivered to, nor will surrenders be accepted from or on behalf of, the holders of Securities residing in such jurisdiction.

List below the Securities to which this Purchase Notice relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Purchase Notice. Surrenders of Securities will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof.

HOLDERS WHO WISH TO SURRENDER THEIR SECURITIES MUST COMPLETE THIS PURCHASE NOTICE IN ITS ENTIRETY.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

By executing and delivering a Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated February 2, 2004 (the "Company Notice"), of St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), which provides the notice to the holders (the "Holders") required pursuant to the Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Trustee, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Trustee (as so supplemented and amended, the "Indenture"), and the Zero Coupon Convertible Subordinated Notes Due 2009 of the Company (the "Securities"). This Purchase Notice relates to the offer to purchase by the Company and St. Paul, at the option of the Holders, for $800.51 per $1,000 principal amount at maturity, the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, the Securities, the Company Notice and related offer materials, as amended and supplemented from time to time (the "Option").

Upon the terms and subject to the conditions set forth herein, the Indenture and the Securities, and effective upon the acceptance for payment thereof, the undersigned hereby (i) irrevocably sells, assigns and transfers to the Company and St. Paul, all right, title and interest in and to all the Securities surrendered hereby, (ii) waives any and all rights with respect to the Securities (including without limitation any existing or past defaults and their consequences in respect of the Securities and the Indenture under which the Securities were issued), (iii) releases and discharges the Company and St. Paul from any and all claims such holder may have now, or may have in the future arising out of, or related to, the Securities including without limitation any claims that such holder is entitled to receive additional principal or interest payments with respect to the Securities or to participate in any redemption or defeasance of the Securities and (iv) irrevocably constitutes and appoints the Paying Agent as the true and lawful agent and attorney-in-fact of such holder with respect to any such surrendered Securities, will full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates representing such Securities, or transfer ownership of such Securities, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company and St. Paul, (b) present such Securities for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Securities (except that the Paying Agent will have no rights to, or control over, funds from the Company or St. Paul, except as agent for the Company and St. Paul, for the Purchase Price of any surrendered Securities that are purchased by the Company or St. Paul), all in accordance with the terms set forth in the Company Notice.

The undersigned hereby represents and warrants that the undersigned (i) owns the Securities surrendered and is entitled to surrender such Securities and (ii) has full power and authority to surrender, sell, assign and transfer the Securities surrendered hereby and that when such Securities are accepted for purchase and payment by the Company or St. Paul, the Company or St. Paul will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned agrees to all of the terms of the Company Notice and this Purchase Notice. The undersigned will, upon request, execute and deliver any additional documents deemed by the Paying Agent, the Company or St. Paul to be necessary or desirable to complete the sale, assignment and transfer of the Securities surrendered hereby.

The undersigned understands that all Securities properly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on Wednesday, March 3, 2004 (the "Purchase Date") will be purchased at the Purchase Price, in cash, subject to the terms and conditions of the Indenture, the Securities, the Company Notice and related offer materials, as amended and supplemented from time to time.

Payment for Securities purchased pursuant to the Company Notice will be made by deposit of the Purchase Price for such Securities with the Paying Agent, which will act as agent for surrendering holders for the purpose of receiving payments from the Company or St. Paul and transmitting such payments to such holders.

The undersigned understands that surrenders of Securities may be withdrawn by written notice of withdrawal received by the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Purchase Date. See Instruction 1.

All authority conferred or agreed to be conferred by this Purchase Notice shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Purchase Notice shall be binding upon the undersigned's heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

The undersigned understands that valid surrender of Securities pursuant to any one of the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice and in the instructions hereto will constitute a binding agreement between the undersigned, the Company and St. Paul upon the terms and subject to the conditions of the Company Notice, including the undersigned's waiver of any existing defaults and their consequences in respect of the Securities and the Indenture (including, without limitation, a default in the payment of interest).

The undersigned understands that the delivery and surrender of the Securities is not effective, and the risk of loss of the Securities does not pass to the Paying Agent, until receipt by the Paying Agent of this Purchase Notice, or a facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company and St. Paul. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any surrender of Securities pursuant to the procedures described in the Company Notice and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by the Company and St. Paul, in their sole direction, which determination shall be final and binding on all parties.

Unless otherwise indicated herein under "Special Issuance or Payment Instructions," the undersigned hereby requests that any Securities representing principal amounts at maturity not surrendered be issued in the name(s) of the undersigned, and checks constituting payments for Securities purchased pursuant to the Company Notice be issued to the order of the undersigned. Similarly, unless otherwise indicated herein under "Special Delivery Instructions," the undersigned hereby requests that any Securities representing principal amounts at maturity not surrendered and checks constituting payments for Securities to be purchased pursuant to the Company Notice be delivered to the undersigned at the address(es) shown herein. In the event that the "Special Issuance or Payment Instructions" box or the "Special Delivery Instructions" box, or both, are completed, the undersigned hereby requests that any Securities representing principal amounts not surrendered be issued in the name(s) of, certificates for such Securities be delivered to, and checks constituting payments for Securities purchased pursuant to the Company Notice be issued in the name(s) of, and be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that the Company and St. Paul have no obligation pursuant to the "Special Issuance or Payment Instructions" box to transfer any Securities from the name of the registered holder(s) thereof if the Company and St. Paul do not accept for purchase any of the principal amount at maturity of such Securities so surrendered.

SIGNATURE GUARANTEE (IF REQUIRED—SEE INSTRUCTION 3 BELOW)
Certain Signatures Must be Guaranteed by an Eligible Institution

1. PROCEDURES TO BE FOLLOWED BY HOLDERS ELECTING TO SURRENDER SECURITIES FOR PURCHASE; WITHDRAWAL OF SURRENDERS. To surrender the Securities pursuant to the Company Notice, certificates representing such Securities, together with a properly completed and duly executed copy (or facsimile) of this Purchase Notice, and any other documents required by this Purchase Notice, must be received by the Paying Agent at one of its addresses set forth herein prior to 5:00 p.m. (New York City time) on the Purchase Date. The method of delivery of this Purchase Notice, certificates for Securities and all other required documents to the Paying Agent is at the election and risk of holders. If such delivery is to be made by mail, it is suggested that holders use properly insured registered mail, return receipt requested, and that the mailing be made sufficiently in advance of the Purchase Date to permit delivery to the Paying Agent prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Paying Agent. THIS PURCHASE NOTICE AND SECURITIES SHOULD BE SENT ONLY TO THE PAYING AGENT, AND NOT TO THE COMPANY OR ST. PAUL.

This Purchase Notice is also being supplied for informational purposes only to persons who hold securities in book-entry form through the facilities of DTC. Surrender of Securities held through DTC must be made pursuant to the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase—Delivery of Securities—Securities in Global Form" in the Company Notice.

Except as provided herein for the book-entry, unless the Securities being surrendered are deposited with the Paying Agent on or prior to 5:00 p.m. (New York City time) on the Purchase Date (accompanied by the appropriate, properly completed and duly executed Purchase Notice and any required signature guarantees and other documents required by this Purchase Notice), the Company and St. Paul may, in their sole discretion, reject such surrender. Payment for Securities will be made only against deposit of surrendered Securities.

By executing this Purchase Notice (or a facsimile thereof), a surrendering holder waives any right to receive any notice of the acceptance for payment of surrendered Securities.

For a full description of the procedures for surrendering Securities, see "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice.

Surrenders of Securities may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date pursuant to the procedures described under "Right of Withdrawal" in the Company Notice. Securities not accepted for payment after the expiration of forty business days from the commencement of the offer to purchase the Securities may be withdrawn.

2. PARTIAL SURRENDERS. Surrenders of Securities pursuant to the Company Notice will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. If less than the entire principal amount at maturity of any Securities evidenced by a submitted certificate is surrendered, the surrendering holder must fill in the principal amount at maturity surrendered in the last column of the box entitled "Description of Securities Being Surrendered" herein. The entire principal amount at maturity represented by the certificates for all Securities delivered to the Paying Agent will be deemed to have been surrendered unless otherwise indicated. If the entire principal amount at maturity of all Securities is not surrendered, certificates for the principal amount at maturity of Securities not surrendered will be sent to the holder unless otherwise provided in the appropriate box on this Purchase Notice (see Instruction 4), promptly after the Securities are accepted for purchase.

3. SIGNATURES ON THIS PURCHASE NOTICE, BOND POWERS AND ENDORSEMENT: GUARANTEE OF SIGNATURES. If this Purchase Notice is signed by the registered holder(s) of the Securities surrendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

IF THIS PURCHASE NOTICE IS EXECUTED BY A HOLDER OF SECURITIES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID POWER OF ATTORNEY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN ELIGIBLE INSTITUTION.

If any of the Securities surrendered hereby are owned of record by two or more joint owners, all such owners must sign this Purchase Notice. If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this Purchase Notice and any necessary accompanying documents as there are different names in which certificates are held.

If this Purchase Notice is signed by the holder, and the certificates for any principal amount at maturity of Securities not surrendered for purchase are to be issued (or if any principal amount at maturity of Securities that is not surrendered for purchase is to be reissued or returned) to the holder, and checks constituting payments for Securities to be purchased pursuant to the Company Notice are to be issued to the order of the holder, then the holder need not endorse any certificates for surrendered Securities nor provide a separate bond power. In any other case (including if this Purchase Notice is not signed by the holder), the holder must either properly endorse the certificates for Securities surrendered or transmit a separate properly completed bond power with this Purchase Notice (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such Securities), with the signature on the endorsement or bond power guaranteed by an Eligible Institution, unless such certificates or bond powers are executed by an Eligible Institution.

If this Purchase Notice or any certificates representing Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company and St. Paul of their authority so to act must be submitted with this Purchase Notice.

Endorsements on certificates for Securities and signatures on bond powers provided in accordance with this Instruction 3 by registered holders not executing this Purchase Notice must be guaranteed by an Eligible Institution.

No signature guarantee is required if: (i) this Purchase Notice is signed by the registered holder(s) of the Securities surrendered herewith and the payments for the Securities to be purchased are to be made, or any Securities for principal amounts not surrendered for purchase are to be issued, directly to such registered holder(s) and neither the "Special Issuance or Payment Instructions" box nor the "Special Delivery Instructions" box of this Purchase Notice has been completed; or (ii) such Securities are surrendered for the account of an Eligible Institution. In all other cases, all signatures on Letters of Transmittal accompanying Securities must be guaranteed by an Eligible Institution.

4. SPECIAL ISSUANCE OR PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Surrendering holders should indicate in the applicable box or boxes the name and address to which certificates representing Securities for principal amounts at maturity not surrendered or not accepted for purchase or checks constituting payments for Securities purchased pursuant to the Company Notice are to be issued or sent, if different from the name and address of the holder signing this Purchase Notice. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered or not accepted for purchase will be returned to the holder of the Securities surrendered.

5. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Each surrendering holder is required to provide the Paying Agent with the holder's correct taxpayer identification number ("TIN"), generally the holder's social security or federal employer identification number, on Substitute Form W-9, which is provided under "Important Tax Information" below, or, alternatively, to establish another basis for exemption from backup withholding. A holder must cross out item (2) in the Certification box on Substitute Form W-9 if such holder is subject to backup withholding. Failure to provide the information on the form may subject the surrendering holder to

28% federal income tax backup withholding on the payments made to the holder or other payee with respect to Securities purchased pursuant to the Company Notice. If the surrendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the surrender holder should write "Applied For" in the space provided for the TIN.

6. TRANSFER TAXES. The Company or St. Paul will pay all transfer taxes, if any, payable on the purchase and transfer of Securities purchased pursuant to the Company Notice, except in the case of deliveries of certificates for Securities for principal amounts at maturity not surrendered for payment that are to be registered or issued in the name of any person other than the holder of Securities surrendered hereby, in which case the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence 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 stamps to be affixed to the certificates listed in this Purchase Notice.

7. IRREGULARITIES. All questions as to the validity, form, eligibility (including the time of receipt) and acceptance for payment of any surrenders of Securities pursuant to the procedures described in the Company Notice and the form and validity (including the time of receipt of notices of withdrawal) of all documents will be determined by the Company and St. Paul, in their sole discretion, which determination shall be final and binding on all parties. The Company and St. Paul reserve the absolute right to reject any or all surrenders determined by them not to be in proper form or the acceptance of or payment for which may be unlawful. The Company and St. Paul also reserve the absolute right to waive any of the conditions of the Company Notice and any defect or irregularity in the surrender of any particular Securities. The Company's and St. Paul's interpretations of the terms and conditions of the Company Notice (including without limitation the instructions in this Purchase Notice) shall be final and binding. No alternative, conditional or contingent surrenders will be accepted. Unless waived, any irregularities in connection with surrenders must be cured within such time as the Company and St. Paul shall determine. None of the Company, St. Paul, the Paying Agent or any other person will be under any duty to give notification of any defects or irregularities in such surrenders or will incur any liability to holders for failure to give such notification. Surrenders of such Securities shall not be deemed to have been made until such irregularities have been cured or waived. Any Securities received by the Paying Agent that are not properly surrendered and as to which the irregularities have not been cured or waived will be returned by the Paying Agent to the surrendering holders, unless such holders have otherwise provided herein, as promptly as practical following the Purchase Date.

8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR SECURITIES. Any holder of Securities whose certificates for Securities have been mutilated, lost, stolen or destroyed should contact the Paying Agent at the address indicated above for further instructions.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for surrendering Securities and requests for assistance or additional copies of the Company Notice and this Purchase Notice may be directed to, and additional information about the Company Notice may be obtained from the Paying Agent, whose address and telephone number appears herein.

Under United States federal income tax laws, a holder whose surrendered Securities are accepted for payment is required by law to provide the Paying Agent (as payer) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 included herein or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is normally his social security number. If the Paying Agent is not provided with the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments made with respect to Securities purchased pursuant to the Company Notice may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in the imposition of severe criminal and/or civil fines and penalties.

Certain holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt holders should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Paying Agent. A foreign person, including entities, may qualify as an exempt recipient by submitting to the Paying Agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that holder's foreign status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income 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.

To prevent backup withholding on payments made with respect to Securities purchased pursuant to the Company Notice, the holder is required to provide the Paying Agent prior to payment with either: (i) the holder's correct TIN by completing the form included herein, certifying that the TIN provided on Substitute Form W-9 is correct and that (A) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (B) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

The holder is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the registered holder of the Securities. If the Securities are held in more than one name or are held not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" included herein for additional guidance on which number to report.


PAYER'S NAME: THE JPMORGAN CHASE BANK

SUBSTITUTE FORM W-9 Part I—PLEASE PROVIDE YOUR NAME, ADDRESS AND TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	NAME: Street Address City, State, Zip Code Country (if not U.S.)	Social Security Number OR Employer Identification Number (If awaiting TIN write "Applied For")

Payer's Request for Taxpayer Identification Number (TIN)	Part II—For Payees Exempt from Backup Withholding, see the enclosed 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 back-up withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to back-up withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to back-up withholding. Instructions*—You must cross out item (2) above if you have been notified by the IRS that you are subject to back-up 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 stating that you are no longer subject to back-up withholding, not cross out item (2).

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., 000-00-000. 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.

For this Type of Account:	Give the SOCIAL SECURITY NUMBER of:
1.	Individual	The individual
2.	Two or more	The actual owner of the account or, if combined funds, any one of the individuals(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)

8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number.

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041(A)(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number whether or not you are qualified to file a tax return. 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.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

By Mail:		By Registered or Certified Mail or Overnight Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221 Attn: Frank Ivins		JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attn: Frank Ivins


DESCRIPTION OF SECURITIES BEING SURRENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number*	Aggregate Principal Amount at Maturity Represented	Aggregate Principal Amount at Maturity Surrendered for Purchase**







TOTAL PRINCIPAL AMOUNT AT MATURITY OF SECURITIES

*	Need not be completed by holders surrendering the Securities by book-entry transfer (see below).
**	Unless otherwise indicated in the column labeled "Aggregate Principal Amount at Maturity Surrendered for Purchase" and subject to the terms and conditions of the Company Notice, a holder will be deemed to have surrendered the entire aggregate principal amount at maturity represented by the Securities indicated in the column labeled "Aggregate Principal Amount at Maturity Represented." See Instruction 2.

Issue:		o Securities
		o Checks (Complete as applicable)
Name:		(Please Print)
Address:		(Please Print)
		Zip Code
		Taxpayer Identification or Social Security Number (See Substitute Form W-9 herein)

Deliver:		o Securities
		o Checks (Complete as applicable)
Name:		(Please Print)
Address:		(Please Print)
		Zip Code
		Taxpayer Identification or Social Security Number (See Substitute Form W-9 herein)

Name(s):
		(Please Print)
Capacity:
Address:
		(Including Zip Code)

(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code) of Eligible Institution)
(Authorized Signature)
(Printed Name)
(Title)