8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 10, 2001

TAB PRODUCTS CO.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-07736 (Commission File Number) 94-1190862 (IRS Employer
Identification No.)

935 Lakeview Parkway
Suite 195
Vernon Hills, IL 60061-1442

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (847) 968-5400

2130 Gold Street
P.O. Box 649061
San Jose, CA 95164-9061

(Former name or former address, if changed since last report)

Item 5. Other Events.

    On September 10, 2001, Tab Products Co. ("TAB") entered into separate agreements with Warren G. Lichtenstein and David W. Wright and their affiliates relating to the pending proxy contest with Thaddeus Jaroszewicz for the election of members to TAB's Board of Directors at the 2001 annual meeting scheduled for October 16, 2001. Copies of each of the separate agreements are attached as exhibits to this Current Report on Form 8-K.

    On September 11, 2001, TAB issued a press release to announce these agreements and that Messrs. Lichtenstein and Wright have joined TAB's Board of Directors. The press release is attached as an exhibit to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits
	3.4	Third Amended and Restated Bylaws of Tab Products Co. dated September 10, 2001.
	99.1	Agreement, made as of September 10, 2001, by and among Tab Products Co., a Delaware corporation, Steel Partners II, L.P., a Delaware limited partnership, Steel Partners, L.L.C., a Delaware limited liability company, Steel Partners Services, Ltd., a Delaware corporation, and Warren G. Lichtenstein, a natural person and citizen of the United States of America.
	99.2	Agreement, made as of September 10, 2001, by and among Tab Products Co., a Delaware corporation, Henry Partners, L.P., a Delaware limited partnership, Mathew Partners, L.P., a Delaware limited partnership, and David W. Wright, a natural person and citizen of the United States of America.
	99.3	Press Release dated September 11, 2001.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TAB PRODUCTS CO.
Date: September 11, 2001	By:	/s/ GARY W. AMPULSKI Gary W. Ampulski President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.4	Third Amended and Restated Bylaws of Tab Products Co. dated September 10, 2001.
99.1	Agreement, made as of September 10, 2001, by and among Tab Products Co., a Delaware corporation, Steel Partners II, L.P., a Delaware limited partnership, Steel Partners, L.L.C., a Delaware limited liability company, Steel Partners Services Ltd., a Delaware corporation, and Warren G. Lichtenstein, a natural person and citizen of the United States of America.
99.2	Agreement, made as of September 10, 2001, by and among Tab Products Co., a Delaware corporation, Henry Partners, L.P., a Delaware limited partnership, Mathew Partners, L.P., a Delaware limited partnership, and David W. Wright, a natural person and citizen of the United States of America.
99.3	Press Release dated September 11, 2001.

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SIGNATURES
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EX-3.4

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TAB PRODUCTS CO.
THIRD AMENDED AND RESTATED BYLAWS

ARTICLE I—STOCKHOLDERS

    SECTION 1. ANNUAL MEETING.

    An annual meeting of the stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the last annual meeting of stockholders, or if no such meeting has been held, the date of incorporation.

    SECTION 2. SPECIAL MEETINGS.

    Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors and shall be held at such place, on such date, and at such time as they shall fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

    Effective automatically on February 1, 2002, the preceding paragraph of this Section 2 shall be replaced in its entirety with this paragraph and the following paragraph. Special meetings of the stockholders may be called for any purpose or purposes prescribed in the notice of the meeting, only (a) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), or (b) by the holders of record not less than 25% of all shares entitled to cast votes at the meeting, voting together as a single class, and shall be held at such place, on such date and at such time as the Board of the Directors may fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

    Upon request in writing sent by registered mail to the president or chief executive officer by any stockholder or stockholders entitled to request a special meeting of stockholders pursuant to the immediately preceding paragraph of this Section 2, and containing the information required pursuant to Article I, Section 7, and Article II, Section 11, the Board of Directors shall determine a place and time for such meeting, which time shall be not less than 45 nor more than 55 days after the receipt of such request, and a record date for the determination of stockholders entitled to vote at such meeting shall be fixed by the Board of Directors, in advance, which shall not be more than 60 days nor less than 10 days before the date of such meeting. Following such receipt of a request and determination by the Secretary of the validity thereof, it shall be the duty of the Secretary to present the request to the Board of Directors, and upon Board action as provided in this Section 2, to cause notice to be given to the stockholders entitled to vote at such meeting, in the manner set forth in Section 3 hereof, that a meeting will be held at the place and time so determined, for such purposes, as well as any purpose or purposes determined by the Board of Directors.

    SECTION 3. NOTICE OF MEETINGS.

    Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

    When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall

be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

    SECTION 4. QUORUM.

    At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or by the Articles of Incorporation or Bylaws of this corporation.

    If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

    SECTION 5. ORGANIZATION.

    Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

    SECTION 6. CONDUCT OF BUSINESS.

    At every annual or special meeting of the stockholders, the Chairman, if there is such an officer, or in his absence a director designated by the Chairman, or if no such person has been designated, a director designated by the majority of the directors then in office, shall act as Chairman. The Secretary of the corporation or a person designated by the Chairman shall act as Secretary of the meeting. Unless otherwise approved by the Chairman, attendance at the stockholders' meeting is restricted to stockholders of record, persons authorized in accordance with Section 8 of these By-Laws to act by proxy, and officers of the corporation.

    The chairman of the meeting shall call the meeting to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the chairman's discretion, it may be conducted otherwise in accordance with the wishes of the stockholders in attendance. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

    The Chairman shall also conduct the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward all those entitled to take part. The Chairman may impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct the meeting proceedings, the Chairman shall have the power to have such person removed from participation. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 6 and Sections 5 and 7. The chairman of a meeting shall, if the facts warrant, determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the provisions of this Section 6 and Sections 5 and 7 and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

    SECTION 7. NOTICE OF STOCKHOLDER BUSINESS.

    At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) properly brought before the meeting by or at the direction of the Board of Directors, (c) properly brought before an annual meeting by a stockholder, or (d) properly brought

before a special meeting by a stockholder, but if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder proposal to be presented at an annual meeting shall be received at the Corporation's principal executive offices not less than 120 calendar days in advance of the date that the Corporation's (or the Corporation's predecessor's) proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year's proxy statement, or in the event of a special meeting, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (a) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the special meeting, (b) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business.

    SECTION 8. PROXIES AND VOTING.

    At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be complete reproduction of the entire original writing or transmission.

    All voting, except where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspectors who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

    All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Articles of this Corporation or these Bylaws, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

    SECTION 9. STOCK LIST.

    A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

    The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II—BOARD OF DIRECTORS

    SECTION 1. NUMBER AND TERM OF OFFICE.

    The number of directors shall be eight (8), each holding office for a term expiring at the next annual meeting of the stockholders and, thereafter, the number and term of office shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Notwithstanding the preceding sentence, during the period that either Warren G. Lichtenstein or David W. Wright (each, an "Additional Director") is serving on the Board of Directors, the number of directors shall not be increased above the number that is equal to the sum of five plus the number of Additional Directors then serving. Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

    SECTION 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

    Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

    SECTION 3. REMOVAL.

    Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

    SECTION 4. REGULAR MEETINGS.

    Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

    SECTION 5. SPECIAL MEETINGS.

    Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than one (1) day before the meeting or by telegraphing the same not less than twelve (12) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

    SECTION 6. QUORUM.

    At any meeting of the Board of Directors, a majority of the total number of authorized directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

    SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

    Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

    SECTION 8. CONDUCT OF BUSINESS.

    At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

    SECTION 9. POWERS.

    The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

        (1) To declare dividends from time to time in accordance with law;

        (2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

        (3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

        (4) To remove any officer of the Corporation with or without cause, and from time to time to pass on the powers and duties of any officer upon any other person for the time being;

        (5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

        (6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

        (7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

        (8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation's business and affairs.

    SECTION 10. COMPENSATION OF DIRECTORS.

    Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

    SECTION 11. NOMINATION OF DIRECTOR CANDIDATES.

    Subject to the rights of holders of any class or series of Preferred Stock then outstanding, nominations for the election of Directors may be made by the Board of Directors or a nomination committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only if timely notice of such stockholder's intent to make such nomination or nominations has been given in writing to the Secretary of the Corporation. To be timely, a stockholder nomination for a director to be elected at an annual

meeting shall be received at the Corporation's principal executive offices not less than 120 calendar days in advance of the date that the Corporation's (or the Corporation's Predecessor's) Proxy statement was released to stockholders in connection with the previous year's annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year's proxy statement, or in the event of a nomination for director to be elected at a special meeting, notice by the stockholders to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the special meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote for the election of Directors on the date of such notice and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Corporation if so elected.

    In the event that a person is validly designated as a nominee in accordance with this Section 11 and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee upon delivery, not fewer than five days prior to the date of the meeting for the election of such nominee, of a written notice to the Secretary setting forth such information regarding such substitute nominee as would have been required to be delivered to the Secretary pursuant to this Section 11 had such substitute nominee been initially proposed as a nominee. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such substitute nominee.

    In the event a stockholder has duly nominated pursuant to this Section 11, at an annual or special meeting at which Directors are to be elected, one or more persons for election as Director and the Board of Directors subsequently increases the number of Directors to be elected at such annual or special meeting, such stockholder may nominate an additional person or person(s) (as the case may be) for election to such additional position(s) as are specified in the Corporation's notice relating to the additional nominees, provided that such stockholder shall deliver a supplemental notice, containing the same information with respect to such additional nominee(s) as is required by paragraph (a) of this Bylaw with respect to stockholder nominees generally to the Secretary at the principal executive offices of the Corporation not later than the tenth day following the day on which a public announcement (including by way of a publicly available filing with the Securities Exchange Commission) is first made of the additional nominees proposed by the Corporation to be elected at such meeting. In no event shall the public announcement of such additional nominees commence a new time period for the giving of a stockholder's notice under subsection (a) other than as provided herein.

    If the chairman of the meeting for the election of Directors determines that a nomination of any candidate for election as a Director at such meeting was not made in accordance with the applicable provisions of this Section 11, such nomination shall be void; provided, however, that nothing in this Section 11 shall be deemed to limit any voting rights upon the occurrence of dividend arrearages provided to holders of Preferred Stock pursuant to the Preferred Stock designation for any series of Preferred Stock.

ARTICLE III—COMMITTEES

    SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.

    The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Notwithstanding the foregoing, the Board of Directors shall not form an executive committee to act on behalf of the Board of Directors other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either Additional Director is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors.

    SECTION 2. CONDUCT OF BUSINESS.

    Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the authorized members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV—OFFICERS

    SECTION 1. GENERALLY.

    The officers of the Corporation shall consist of a Chairman of the Board, President, one or more Vice Presidents, a Secretary, a Chief Financial Officer and such other offices as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. The President shall be a member of the Board of Directors. Any number of offices may be held by the same person.

    SECTION 2. CHAIRMAN OF THE BOARD.

    The Chairman of the Board shall perform all duties and have all powers which are commonly incident to the office of the Chairman of the Board or which are delegated to him or her by the Board of Directors or the President of the Corporation.

    SECTION 3. PRESIDENT.

    The President shall be the chief executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which

are delegated to him or her by the Board of Directors. He or she shall have power so sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

    SECTION 4. VICE PRESIDENT.

    Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One Vice President may be designated by the Board to perform the duties and exercise the powers of the President in the event of the President's absence or disability.

    SECTION 5. CHIEF FINANCIAL OFFICER.

    The Chief Financial Officer shall have the responsibility for maintaining the financial records of the Corporation and shall have custody of all monies and securities of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as the Board of Directors may from time to time prescribe.

    SECTION 6. SECRETARY.

    The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

    SECTION 7. DELEGATION OF AUTHORITY.

    The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

    SECTION 8. REMOVAL.

    Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

    SECTION 9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.

    Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V—STOCK

    SECTION 1. CERTIFICATES OF STOCK.

    Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, certifying the number of shares owned by him or her. Any of or all the signatures on the certificate may be facsimile.

    SECTION 2. TRANSFERS OF STOCK.

    Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

    SECTION 3. RECORD DATE.

    The Board of Directors may fix a record date, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

    SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.

    In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

    SECTION 5. REGULATIONS.

    The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI—NOTICES

    SECTION 1. NOTICES.

    Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

    SECTION 2. WAIVERS.

    A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII—MISCELLANEOUS

    SECTION 1. FACSIMILE SIGNATURES.

    In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

    SECTION 2. CORPORATE SEAL.

    The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Chief Financial Officer or by an Assistant Secretary or other officer designated by the Board of Directors.

    SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.

    Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser.

    SECTION 4. FISCAL YEAR.

    The fiscal year of the Corporation shall be as fixed by the Board of Directors.

    SECTION 5. TIME PERIODS.

    In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII—INDEMNIFICATION OF DIRECTORS AND OFFICERS

    SECTION 1. RIGHT TO INDEMNIFICATION.

    Each person who was or is made a party or is threatened to be made party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative ("proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director or officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director or officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorney's fees, judgment, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this By-Law or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in Section 2 of this Article VIII, the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the board of directors of the Corporation; PROVIDED FURTHER, HOWEVER, that notwithstanding anything in these Bylaws to the contrary, the Corporation shall only be required to indemnify and hold harmless an officer, employee or agent of the Corporation in connection with an action, suit or proceeding (or part thereof) in which there is alleged gross negligence on the part of such officer, employee or agent if and to the extent such indemnity is authorized by the Board of Directors in a duly adopted resolution. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or

officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.

    SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT.

    If a claim under Section 1 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

    SECTION 3. NON-EXCLUSIVITY OF RIGHTS.

    The rights conferred on any person by Sections 1 and 2 shall not be exclusive of any other right which such persons may have or hereafter acquired under any statute, provisions of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

    SECTION 4. INDEMNIFICATION CONTRACTS.

    The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VIII.

    SECTION 5. INSURANCE.

    The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under Delaware General Corporation Law.

    SECTION 6. EFFECT OF AMENDMENT.

    Any amendment, repeal or modification of any provision of this Article VIII by the stockholders or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

    SECTION 7. SAVINGS CLAUSE.

    If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE IX—AMENDMENTS

    The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board); provided, however, that none of (i) Article I, Section 2, (ii) the second sentence of Article II, Section 1, (iii) the second sentence of Article III, Section 1, or (iv) this proviso to the second sentence of this Article IX shall be amended other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either of the Additional Directors is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of the holders of at least 66²/3 percent of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal Article VIII or IX of these Bylaws.

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TAB PRODUCTS CO. THIRD AMENDED AND RESTATED BYLAWS
ARTICLE I—STOCKHOLDERS
ARTICLE II—BOARD OF DIRECTORS
ARTICLE III—COMMITTEES
ARTICLE IV—OFFICERS
ARTICLE V—STOCK
ARTICLE VI—NOTICES
ARTICLE VII—MISCELLANEOUS
ARTICLE VIII—INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE IX—AMENDMENTS

EX-99.1

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EXHIBIT 99.1

AGREEMENT

    This Agreement is made as of September 10, 2001 by and among the following parties (collectively, the "Parties"):

(1)

Tab Products Co., a Delaware corporation (the "Company"); and



(2)

Steel Partners II, L.P., a Delaware limited partnership, Steel Partners, L.L.C., a Delaware limited liability company, Steel Partners Services, Ltd., a Delaware corporation, and Warren G. Lichtenstein, a natural person and a citizen of the United States of America ("Mr. Lichtenstein" and, collectively with the three entities listed in this paragraph (2), the "WL Parties").

RECITALS

    A.  The WL Parties are collectively the beneficial owners of a total of 515,900 shares (the "WL Shares") of the Common Stock, par value $0.01 per share, of the Company ("Company Common Shares"), representing approximately 9.9% of the outstanding shares of Company Common Stock;

    B.  Thaddeus S. Jaroszewicz ("Mr. Jaroszewicz") and the Company are engaged in a proxy contest (the "Proxy Contest") in connection with the election of members of the Board of Directors of the Company (the "Company Board") at the 2001 annual meeting of stockholders of the Company (the "2001 Annual Meeting," which term includes any and all postponements and adjournments of the original meeting scheduled for October 16, 2001) by reason of Mr. Jaroszewicz having nominated himself and four other nominees (collectively, the "Jaroszewicz Nominees") for election to the Company Board in place of the current members of the Company Board, who have been nominated for reelection by the Company Board's Nominating Committee (the "Current Company Nominees");

    C.  The WL Parties have a choice as to how to vote the WL Shares in the Proxy Contest and are willing to commit to vote the WL Shares in favor of the Current Company Nominees, and enter into certain related commitments regarding the WL Shares, in consideration for certain commitments from the Company, all as more particularly set forth in this Agreement;

    D.  The existing Company Board has unanimously determined that it is in the best interests of all of the stockholders of the Company to authorize the Company to enter into, and perform its obligations under, this Agreement, provided that, concurrently herewith, an agreement is entered into (the "Other Agreement") by and among the Company and certain other beneficial owners of shares of Company Common Stock (together with the Company, the "Other Agreement Parties"), including David W. Wright (the "Other Additional Director"), who are unaffiliated with the WL Parties;

    E.  Subject to the terms and conditions of this Agreement, the Company Board has determined to increase its size from five to seven members by the addition of Mr. Lichtenstein and the Other Additional Director as additional directors (each, an "Additional Director"), Mr. Lichtenstein being so added pursuant to this Agreement and the Other Additional Director being added pursuant to the Other Agreement.

    NOW, THEREFORE, in consideration of the mutual promises of the parties contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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    1.  ADDITION OF MR. LICHTENSTEIN TO THE COMPANY BOARD AND ITS COMMITTEES AND TO THE SLATE OF COMPANY NOMINEES

        1.1  The Company represents and warrants to the WL Parties that the Company Board, in connection with its approval of this Agreement, and subject to the execution and delivery of this Agreement by all Parties, has taken all action necessary to: (a) expand the size of the Company Board, effective automatically upon the execution and delivery of this Agreement by all Parties, from five to seven; (b) cause Mr. Lichtenstein to be added to (i) the Company Board, and (ii) the slate of Current Company Nominees for election to the Company Board at the 2001 Annual Meeting (the Current Company Nominees, Mr. Lichtenstein and the Other Additional Director being sometimes referred to in this Agreement collectively as the "Company Nominees"); and (c) cause one or the other of the Additional Directors (to be determined by the Chairman of the Board after consultation with each of the Additional Directors and the chairs of each of the Current Board's current standing committees) to be added to each of such standing committees (namely, the Audit Committee, the Compensation Committee, the Nominating Committee and the Employee Benefits Committee). Mr. Lichtenstein shall serve as a member of the Company Board until the final certification of the vote on the election of directors at the 2001 Annual Meeting and, if he is elected at the 2001 Annual Meeting, he shall serve for the same term as all other nominees elected to the Company Board at the 2001 Annual Meeting, which term shall expire when he or his successor is duly elected at the 2002 annual meeting of stockholders of the Company and qualified or upon his earlier death, resignation, retirement, disqualification or removal, all as provided in Article II of the Company's Second Amended and Restated Bylaws (the "Company Bylaws"). During his term of office on the Company Board, Mr. Lichtenstein shall have the same rights, powers, privileges, access to information, compensation and entitlements as all other members of the Company Board and of any committees thereof on which he serves. In connection with the 2001 Annual Meeting, the Company shall solicit proxies on behalf of all Company Nominees.

        1.2  Mr. Lichtenstein hereby confirms his consent to (i) his immediate appointment to the Company Board pursuant to Section 1.1(b)(i) of this Agreement, (ii) his addition to the slate of Company Nominees standing for election at the 2001 Annual Meeting together with the other Company Nominees pursuant to Section 1.1(b)(ii) of this Agreement, and (iii) his agreement to serve as a member of the Company Board, if elected at the 2001 Annual Meeting, and Mr. Lichtenstein consents to the inclusion in the Company's proxy materials for the 2001 Annual Meeting (the "Company Proxy Materials," which term shall include both the Company's preliminary and definitive proxy statement and all other solicitation material issued by the Company) of his consent and agreement as aforesaid.

        1.3  Mr. Lichtenstein agrees that, in addition to the information he has provided to the Company in connection with the negotiation and execution of this Agreement, he shall provide to the Company such additional information as it may from time to time reasonably request for inclusion in the Company Proxy Materials or otherwise in order for it to carry out its disclosure obligations under the Securities Acts.

        1.4  If Mr. Lichtenstein is elected to the Company Board at the 2001 Annual Meeting and if at least a majority of the nominees elected at the 2001 Annual Meeting consists of Company Nominees, the Company Board shall cause an Additional Director to serve on each standing and special committee of the Company Board during the applicable Additional Director's term of office on the Company Board, except to the extent that a majority of the other members of the Company Board determine in good faith, after consultation with the Company's outside counsel and taking into account its advice, that such Additional Director is legally disqualified from serving on any such committee by reason of an actual conflict of interest or a failure to meet a qualification criterion imposed by applicable law or the rules of the American Stock Exchange. If both Additional Directors are elected to the Company Board at the 2001 Annual Meeting, the selection of which of them shall serve on any

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individual committee of the Company Board pursuant to the preceding sentence shall be made by the Chairman of the Board after consultation with each of the Additional Directors and the chairs of each of such committees.

        1.5  If, at any time, Mr. Lichtenstein becomes unable or unwilling to serve, or for any other reason ceases to serve, as a member of the Company Board, the Company Board shall have no obligation to nominate, elect or appoint a successor or replacement to him.

    2.  CERTAIN AMENDMENTS TO THE COMPANY BYLAWS AND THE COMPANY'S STOCKHOLDER RIGHTS PLAN

        2.1  The Company represents and warrants to the WL Parties that the Company Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties, has taken all action necessary to amend the Company Bylaws in the following respects:

            (a)  Article I, Section 2 of the Company Bylaws shall be amended, effective as of February 1, 2002, to permit special meetings of the stockholders to be called, for the purpose or purposes prescribed in the request, upon the request of holders of record of at least 25% of the outstanding shares of Company Common Stock, as more fully set forth in Exhibit A to this Agreement;

            (b)  Article II, Section 1 of the Company Bylaws shall be amended, effective immediately, to provide that during the period that either of the Additional Directors is serving on the Company Board, the Company Board shall not increase the size of the Company Board above a number that is equal to the sum of five plus the number of Additional Directors then serving, as more fully set forth in Exhibit B to this Agreement;

            (c)  Article III, Section 1 of the Company Bylaws shall be amended, effective immediately, to provide that the Company Board shall not form an executive committee to act on behalf of the Board unless the Company Board, by a majority vote that includes, for so long as either Additional Director is serving on the Company Board, the affirmative vote of such Additional Director and, if both are then serving, the vote of each of them, as more fully set forth in Exhibit C to this Agreement;

            (d)  Article IX of the Company Bylaws shall be amended, effective immediately, to provide that none of the amendments referred to in Sections 2.1(a), 2.1(b) and 2.1(c) of this Agreement, nor the amendment referred to in this Section 2.1(d), shall be repealed or amended by the Company Board other than by a majority vote that includes, for so long as either Additional Director is serving on the Company Board, the affirmative vote of such Additional Director and, if both are then serving, the vote of each of them, as more fully set forth in Exhibit D to this Agreement; and

            (e)  Article II, Section 11 of the Company Bylaws shall be amended, effective immediately, to provide that if the Company increases the number of directors to be elected at a stockholder meeting after a stockholder has nominated one or more candidates for election to the Company Board at such meeting in accordance with the requirements of said Article II, Section 11, such stockholder shall be entitled to nominate an equal number of additional candidates within 10 days following the Company's public announcement of such increase, as more fully set forth in Exhibit E to this Agreement;

        2.2  The Company represents and warrants to the WL Parties that the Company Board, in connection with its approval of this Agreement, and subject to the execution and delivery of this Agreement by all Parties, has taken all action necessary to approve and authorize the execution and delivery of an amendment (the "Rights Agreement Amendment"), in the form of Exhibit F to this Agreement, to the Rights Agreement dated as of October 24, 1996 between the Company and the Rights Agent (the "Rights Agreement"), and that, promptly following the execution and delivery of this

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Agreement by all Parties, the Company shall, and shall direct ChaseMellon Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") to, execute and deliver the Rights Agreement Amendment, to be effective immediately upon execution and delivery thereof by the Company and the Rights Agent, providing (among other things) that (a) the phrase "20%" shall be substituted for the phrase "15%" in all places where such words appear in the Rights Agreement and (b) the mere act of demanding, or participating with other persons in demanding, a special meeting of stockholders under the amendment to the Company Bylaws made pursuant to Section 2.1(a) of this Agreement shall not trigger the exerciseability of the share purchase rights issued under the Rights Agreement.

    3.  CERTAIN AGREEMENTS RELATING TO COMPANY VOTING SECURITIES

    Provided that the Company is not in material default under this Agreement, each of the WL Parties agree that, at the 2001 Annual Meeting, such WL Party shall vote, or cause to be voted, all Company Voting Securities Beneficially owned by such WL Party as of the record date for the 2001 Annual Meeting in favor of the election of all Company Nominees to the Company Board. Other than as set forth in the immediately preceding sentence, each of the WL Parties shall be free to vote, or cause to be voted, all Company Voting Securities Beneficially owned by such WL Party in any manner it chooses.

    4.  SPECIAL RELEASES, COVENANTS NOT TO SUE, AND INDEMNIFICATION

        4.1  The Company: (a) fully releases, remises, exonerates forever and unconditionally discharges each of the WL Parties and each of their respective Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Stockholder Releasee") from any and all liability and responsibility for any and all Company Claims (as hereinafter defined); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Company Claim, and not to encourage, assist or cooperate with any other Person in pursuing or asserting any Company Claim, against any Stockholder Releasee. As used in this Agreement, "Company Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, bond, bill, covenant, agreement, demand of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the cost of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that the Company may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, (iii) the acquisition or ownership of any shares of Company Common Stock by any of the Stockholder Releasees, or (iv) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned, in connection with the foregoing.

        4.2  Each of the WL Parties: (a) fully releases, remises, exonerates and forever and unconditionally discharges the Company and each of its Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Company Releasee") from any and all liability and responsibility for any and all Stockholder Claims (as hereinafter defined); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its respective control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Stockholder Claim, and not to encourage, assist or cooperate with any other Person in pursuing or asserting any Stockholder Claim against any Company Releasee. As used in this Agreement, "Stockholder Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, bond, bill, covenant, agreement, demand of any

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kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the costs of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that any Stockholder may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, or (iii) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with the foregoing or with the actions, omissions, decisions and conduct of the Company, the Company Board or any of its committees or any other Company Releasee prior to the execution of this Agreement.

        4.3  The Company, in connection with its release and covenant contained in Section 5.1 of this Agreement, and each of the WL Parties, in connection with its release and covenant contained in Section 4.2 of this Agreement, hereby waives the provisions of 1542 of the California Civil Code (and any corresponding provision of the applicable laws of any other jurisdiction), but only to the extent it applies to its respective release contained in the applicable such Section. Section 1542 of the California Civil Code provides as follows:

A general release does not extend the claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected settlement with the debtor.

        4.4  The Company expressly acknowledges that each Stockholder Releasee that is not a WL Party is an intended third party beneficiary of its release and covenant contained in Section 4.1. Each of the WL Parties acknowledges that each Company Releasee other than the Company is an intended third party beneficiary of its release and covenant contained in Section 4.2. Each Party acknowledges that any claim determined, in a final nonappealable judgment or order of a court of competent jurisdiction, to have been based primarily on intentional fraud shall not be released under this Section 5.

        4.5  The Company shall indemnify and hold harmless each of the Stockholder Releasees from and against any and all debts, obligations and other liabilities, losses, damages, claims, fines, fees, penalties, interest obligations, deficiencies, and expenses (including, without limitation, amounts paid in settlement but only if such settlement is approved in advance by the Company, such approval not to be unreasonably withheld), court costs, reasonable out-of-pocket fees and expenses of counsel (provided such counsel is reasonably acceptable to the Company and subject to the limitation that only one counsel shall be engaged by all Stockholder Releasees except to the extent that multiple representation would give rise to a disqualifying conflict of interest), and other reasonable out-of-pocket expenses of litigation, whether or not such litigation is resolved against the applicable Stockholder Releasee (collectively, "Damages"), solely to the extent arising directly from any litigation, whether at law or in equity, instituted against any Stockholder Releasee by a third party on the basis of the actions of such Stockholder Releasee with respect to the Proxy Contest or in authorizing, approving, executing, delivering, and/or performing this Agreement (a "Covered Claim"), except to the extent to which it is determined, in a final nonappealable judgment or order of a court of competent jurisdiction, that any Damages were primarily the result of the bad faith or willful misconduct of, or the breach of this Agreement by, any Stockholder Releasee. The Company shall advance all expenses (to the extent they constitute Damages) incurred by a Stockholder Releasee in connection with a Covered Claim pending the final disposition thereof but only upon the basis of (a) a written understanding executed by such Stockholder Releasee, in a form reasonably acceptable to the Company, to repay all of such expenses to the Company in the event it is determined, in accordance with the immediately preceding sentence,

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that such expenses did not constitute Damages, and (b) documentary evidence that such expenses have been incurred.

    5.  CERTAIN REPRESENTATIONS AND WARRANTIES

        5.1  The Company represents and warrants to each of the WL Parties that: (a) the Company's execution, delivery and performance of this Agreement have been approved by the Company Board and do not violate its Certificate of Incorporation, the Company Bylaws or any agreement to which it is a party; and (b) this Agreement constitutes the Company's valid and binding obligation, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by doctrines relating to the availability of equitable remedies.

        5.2  Each of the WL Parties represents and warrants to the Company that: (a) if the WL Party making such representation and warranty is not a natural person, its execution, delivery and performance of this Agreement has been approved by its respective general partner, managing member, board of directors, trustee or other governing body or authority, as the case may be, and does not violate its respective organizational or constituent document; (b) its execution, delivery and performance of this Agreement does not violate any agreement to which it is a party; (c) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by doctrines relating to the availability of equitable remedies; (d) it has consulted with counsel of its choice in connection with its decision to enter into and be bound by this Agreement; and (e) Recital A to this Agreement is a true statement of the current aggregate beneficial ownership of Company Common Stock on the part of the WL Parties and, to its best knowledge, after due inquiry, none of its respective Affiliates Beneficially owns any other Company Voting Securities.

    6.  CERTAIN ANNOUNCEMENTS AND OTHER DISCLOSURES

        6.1  As soon as reasonably practicable following the execution of this Agreement: (a) the Company shall issue a press release in the form of Exhibit G to this Agreement (the "Press Release"), which the Company shall file, together with a copy of this Agreement, with the SEC under Rule 14a-12 promulgated pursuant to the 1934 Act; (b) the Company shall file with the SEC a Current Report on Form 8-K to disclose this Agreement in a manner consistent, in all material respects, with the Press Release, the contents of which Current Report shall be subject to the approval of each of the other Parties (not to be unreasonably withheld); and (c) the WL Parties shall file with the SEC a Schedule 13D amendment to disclose this Agreement in a manner consistent, in all material respects, with the Press Release, the contents of which amendment shall be subject to the approval of the Company (not to be unreasonably withheld).

        6.2  As soon as reasonably practicable following the execution of this Agreement, the Company shall revise the amended preliminary Company Proxy Materials it filed with the SEC on August 31, 2001 to reflect this Agreement and the information furnished to it by the other Parties for inclusion in such revised Company Proxy Materials under Section 1.3 of this Agreement. Such revised Company Proxy Materials shall be submitted to the WL Parties for their review and approval (not to be unreasonably withheld). Such revised Company Proxy Materials shall include such information as the Company may reasonably request in order to enable Mr. Lichtenstein to be included as a Company participant in the Proxy Contest and to solicit proxies on behalf of the Company Board in accordance with clause (b) of Section 6.3 of this Agreement. In the event that the SEC comments on such revised Company Proxy Materials in any respect relevant to the additional disclosures contemplated by this Section 6.2, the Company shall share the applicable comments with the WL Parties, which shall hold such information in confidence, and the Company and the WL Parties shall cooperate with each other in responding thereto.

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        6.3  Without limiting the generality of the final sentence of Section 1.1 of this Agreement, Mr. Lichtenstein shall have the same opportunity as is afforded all of the other members of the Company Board (a) to review and discuss, in advance, any SEC filing, press release or stockholder communications proposed to be made or issued by the Company in connection with the Proxy Contest, and (b) to solicit proxies on behalf of the Company Board in accordance with the policies and procedures established, and written solicitation material approved, by the Company Board.

        6.4  None of the WL Parties shall make any public statement (including any statement in a filing with the SEC or any other governmental agency) regarding this Agreement or any event occurring prior to the date hereof that is inconsistent with, or otherwise contrary to, the Press Release.

        6.5  Any public statement (including any statement in any filing with the SEC or any other governmental agency) by any Party regarding this Agreement or any event occurring prior to the date of this Agreement that is not otherwise prohibited by this Section 6 shall be made in compliance with applicable securities laws and consistently with any fiduciary duties such Party owes to the Company.

    7.  CERTAIN DEFINITIONS

    In addition to the other definitions contained elsewhere in this Agreement, the following terms shall have the meanings specified below for the purposes hereof:

    "Affiliate" has the meaning set forth in the 1934 Act.

    "Associate" has the meaning set forth in the 1934 Act.

    "Beneficially own" has the meaning set forth in Rule 13d-3 promulgated under the 1934 Act; provided, however, that for purposes of this Agreement, any option, warrant, right, conversion privilege or arrangement to purchase, acquire or vote Company Voting Securities, regardless of the time period during, or the time at which, it may be exercised, and regardless of the consideration paid, shall be deemed to give the holder thereof beneficial ownership of the Company Voting Securities to which it relates.

    "Company Voting Securities" means all classes of capital stock of the Company which are then entitled to vote generally in the election of directors and any securities exchanged for such classes of capital stock and any securities convertible into or exchangeable or exercisable for such classes of capital stock.

    "1933 Act" means the Securities Act of 1933, as amended, and the regulations promulgated by the SEC under such statute.

    "1934 Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated by the SEC under such statute.

    "Person" means a natural person or any legal, commercial or governmental entity, including, but not limited to, a corporation, partnership, joint venture, trust, limited liability company, group acting in concert or any person acting in a representative capacity.

    "SEC" means the United States Securities and Exchange Commission.

    "Securities Acts" means the 1933 Act and the 1934 Act.

    8.  MISCELLANEOUS

        8.1  This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any and all prior representations, agreements or understandings, whether written or oral, between or among any of them with respect to such subject matter. This Agreement may be amended only by a written agreement duly executed by the Parties.

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        8.2  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of law principles. Exclusive jurisdiction to resolve any dispute arising under or in connection with this Agreement is hereby conferred on the Delaware Chancery Court (or, if such Court determines that it lacks jurisdiction over the particular dispute, any other applicable court of the State of Delaware) or, if the dispute involves issues of federal law or over which the Delaware Chancery Court (or such other court of the State of Delaware) lacks or declines jurisdiction, on the United States Federal District Court for the District of Delaware. The Parties hereby submit to the exclusive jurisdiction of each of such courts for the resolution of any such dispute.

        8.3  This Agreement may not be assigned by any Party without the prior written consent of the other Parties. This Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the Parties. Except as expressly set forth in Section 4, this Agreement shall confer no rights or benefits upon any Person other than the Parties.

        8.4  Any waiver by any Party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

        8.5  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which shall together constitute a single instrument.

        8.6  The WL Parties covenant that they shall each use their commercially reasonable efforts to cause their respective Affiliates to comply with Sections 3 and 4 of this Agreement.

        8.7  Each of the other WL Parties hereby appoints Mr. Lichtenstein as the authorized representative of such WL Party for all purposes of this Agreement (including, without limitation, the giving of binding approvals and waivers) and the Company shall be entitled to deal with Mr. Lichtenstein accordingly.

        8.8  Notwithstanding anything to the contrary in this Agreement, none of the Parties shall have any obligations under this Agreement unless and until the Other Agreement has been executed and delivered by all of the Other Agreement Parties. However, nothing in this Agreement is intended to create any joint and several obligations, or any agency or group, as between any one or more of the WL Parties, on the one hand, and any one or more of the Other Agreement Parties, on the other hand.

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    IN WITNESS WHEREOF, this Agreement has been executed by each of the Parties, through their respective duly authorized representative, as of the date first above written.

TAB PRODUCTS CO.		STEEL PARTNERS II, L.P.
By:	/s/ GARY W. AMPULSKI Gary W. Ampulski President and Chief Executive Officer	By:	Steel Partners, LLC. Its General Partner
		By:	/s/ WARREN G. LICHTENSTEIN Warren G. Lichtenstein Chief Executive Officer
		STEEL PARTNERS, L.L.C.
		By:	/s/ WARREN G. LICHTENSTEIN Warren G. Lichtenstein Chief Executive Officer
		STEEL PARTNERS SERVICES, LTD.
		By:	/s/ WARREN G. LICHTENSTEIN Warren G. Lichtenstein Chief Executive Officer
		WARREN G. LICHTENSTEIN
		/s/ WARREN G. LICHTENSTEIN Warren G. Lichtenstein

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EXHIBIT A

Form of Amended Version of Article I, Section 2 of the Company Bylaws
(SECTION 2.1(a))

    Effective immediately, Article I, Section 2 of the Company Bylaws shall be amended by the addition of the following two paragraphs following the current paragraph:

Effective automatically on February 1, 2002, the preceding paragraph of this Section 2 shall be replaced in its entirety with this paragraph and the following paragraph. Special meetings of the stockholders may be called for any purpose or purposes prescribed in the notice of the meeting, only (a) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), or (b) by the holders of record not less than 25% of all shares entitled to cast votes at the meeting, voting together as a single class, and shall be held at such place, on such date and at such time as the Board of the Directors may fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

Upon request in writing sent by registered mail to the president or chief executive officer by any stockholder or stockholders entitled to request a special meeting of stockholders pursuant to the immediately preceding paragraph of this Section 2, and containing the information required pursuant to Article I, Section 7, and Article II, Section 11, the Board of Directors shall determine a place and time for such meeting, which time shall be not less than 45 nor more than 55 days after the receipt of such request, and a record date for the determination of stockholders entitled to vote at such meeting shall be fixed by the Board of Directors, in advance, which shall not be more than 60 days nor less than 10 days before the date of such meeting. Following such receipt of a request and determination by the Secretary of the validity thereof, it shall be the duty of the Secretary to present the request to the Board of Directors, and upon Board action as provided in this Section 2, to cause notice to be given to the stockholders entitled to vote at such meeting, in the manner set forth in Section 3 hereof, that a meeting will be held at the place and time so determined, for such purposes, as well as any purpose or purposes determined by the Board of Directors.

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EXHIBIT B

Form of Amended Version of Article II, Section 1 of the Company Bylaws
(SECTION 2.1(b))

    Effective immediately, Article II, Section 1 of the Company Bylaws shall be amended by the addition of the following sentence immediately following the first sentence thereof and immediately before what is currently the second sentence thereof:

Notwithstanding the preceding sentence, during the period that either Warren G. Lichtenstein or David W. Wright (each, an "Additional Director") is serving on the Board of Directors, the number of directors shall not be increased above the number that is equal to the sum of five plus the number of Additional Directors then serving.

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EXHIBIT C

Form of Amended Version of Article III, Section 1 of the Company Bylaws
(SECTION 2.1(c))

    Effective immediately, Article III, Section 1 of the Company Bylaws shall be amended to read in its entirety as follows:

SECTION 1.  COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Notwithstanding the foregoing, the Board of Directors shall not form an executive committee to act on behalf of the Board of Directors other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either Additional Director is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors.

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EXHIBIT D

Form of Amended Version of Article IX of the Company Bylaws
(SECTION 2.1(d))

    Effective immediately, Article IX of the Company Bylaws shall be amended to read in its entirety as follows:

The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board); provided, however, that none of (i) Article I, Section 2, (ii) the second sentence of Article II, Section 1, (iii) the second sentence of Article III, Section 1, or (iv) this proviso to the second sentence of this Article IX shall be amended other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either of the Additional Directors is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of the holders of at least 66²/3 percent of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal Article VIII or IX of these Bylaws.

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EXHIBIT E

Form of Amendment to Article II, Section 11 of the Company Bylaws
(SECTION 2.1(e))

    Effective immediately, the following paragraph shall be added as the penultimate paragraph of Article II, Section 11 of the Company Bylaws:

In the event a stockholder has duly nominated pursuant to this Section 11, at an annual or special meeting at which Directors are to be elected, one or more persons for election as Director and the Board of Directors subsequently increases the number of Directors to be elected at such annual or special meeting, such stockholder may nominate an additional person or person(s) (as the case may be) for election to such additional position(s) as are specified in the Corporation's notice relating to the additional nominees, provided that such stockholder shall deliver a supplemental notice, containing the same information with respect to such additional nominee(s) as is required by paragraph (a) of this Bylaw with respect to stockholder nominees generally to the Secretary at the principal executive offices of the Corporation not later than the tenth day following the day on which a public announcement (including by way of a publicly available filing with the Securities Exchange Commission) is first made of the additional nominees proposed by the Corporation to be elected at such meeting. In no event shall the public announcement of such additional nominees commence a new time period for the giving of a stockholder's notice under subsection (a) other than as provided herein.

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EXHIBIT F

Form of Amendment to the Company's Stockholder Rights Plan
(SECTION 2.2)

TAB PRODUCTS CO.

and

MELLON INVESTOR SERVICES LLC
Rights Agent

AMENDMENT NO. 1

Dated as of September  , 2001

to

RIGHTS AGREEMENT
Dated as of October 24, 1996

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    This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is dated as of September      , 2001 between TAB Products Co., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C) (the "Rights Agent").

WITNESSETH:

    The Company and the Rights Agent (the "Parties") entered into a Rights Agreement dated as of October 24, 1996 (the "Original Rights Agreement"). As of the date of this Agreement, the rights issued pursuant to the Original Rights Agreement are redeemable. The Parties wish to amend the Original Rights Agreement in the manner set forth below. The Company's Board of Directors has approved this Amendment and authorized its execution.

    NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties agree as follows:

    1.  EFFECTIVENESS OF THIS AMENDMENT.  This Amendment is executed pursuant to the first sentence of Section 27 of the Original Rights Agreement. The Company, by its execution of this Amendment, hereby directs the Rights Agent, pursuant to such sentence of Section 27, to execute this Amendment. This Amendment shall take effect immediately upon the execution hereof by the Company and the Rights Agent.

    2.  DEFINED TERMS.  All capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Original Rights Agreement. For the resolution of doubt, the Company hereby clarifies that no Person shall be deemed an Acquiring Person solely by reason of such Person, as a holder of record or Beneficial Owner of shares of Common Stock making, or conferring on another Person a proxy or other authority to make, or participating with one or more other persons in making or directing another Person as holder of record to make, a demand under Article I, Section 2 of the Company's Amended and Restated By Laws (or any successor provision) for a call of a special meeting of stockholders of the Company.

    3.  NO OTHER PROVISIONS AFFECTED.  Except to the extent expressly amended by this Amendment, all of the provisions of the Original Rights Agreement shall remain in full force and effect, unaffected by this Amendment.

    4.  AMENDMENT TO SECTION 1(a) OF THE ORIGINAL RIGHTS AGREEMENT.  The Original Rights Agreement is hereby amended by substituting the term "20%" for the term "15%" in each place where the term "15%" is used in the Original Rights Agreement and the exhibits thereto, including, without limitation, all places in which such phrase is used in Sections 1(a) and 3 of the Original Rights Agreement.

    5.  REFERENCES TO THE ORIGINAL RIGHTS AGREEMENT.  All references in the Original Rights Agreement and the exhibits thereto to the Rights Agreement or any specific provision thereof (including references that use the terms "hereto" and "hereof"), as well as in the legends affixed to certificates issued for Common Stock pursuant to Section 3(d) of the Original Rights Agreement, shall, without any specific references expressly and individually to any of the foregoing amendments, automatically be deemed references to the Original Rights Agreement or the applicable specific provisions thereof (as the case may be) as amended by this Amendment, with the same force and effect as if expressly and individually amended in that respect by this Amendment.

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    IN WITNESS WHEREOF the Parties have caused this Amendment to be duly executed, and attested, all as of the date and year first above written.

[ATTEST]		TAB PRODUCTS CO.
By:	Name: Title:	By:	Name: Title:

[ATTEST]		MELLON INVESTOR SERVICES LLC
By:	Name: Title:	By:	Name: Title:

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EXHIBIT G

Form of Press Release
(SECTION 6.1)

TAB PRODUCTS CO. NEWS RELEASE
CONTACTS:
Donald Hotz
TAB Products Co.
(847) 968-2433
or
Daniel H. Burch
(212) 929-5748
Mark H. Harnett
(212) 929-5877
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

TWO SUBSTANTIAL STOCKHOLDERS JOIN TAB PRODUCTS CO. BOARD AND
WILL SUPPORT COMPANY NOMINEES IN PROXY CONTEST

Warren G. Lichtenstein of Steel Partners and David W. Wright of Henry Investment Trust
enter into separate agreements with TAB Products Co. Relating to Pending Proxy Contest
with Thaddeus Jaroszewicz.

Vernon Hills, IL, September 11, 2001—TAB Products Co. (AMEX:TBP) announced today that the Tab Board has elected Warren G. Lichtenstein and David W. Wright, representatives of two substantial stockholders, to the TAB Board and has entered into separate agreements with Messrs. Lichtenstein and Wright and their respective affiliates relating to the pending proxy contest for election to the Company's Board of Directors at the 2001 annual meeting scheduled for October 16, 2001. One of the separate agreements applies to a total of 515,900 TAB shares, representing approximately 9.9% of the outstanding shares, beneficially owned by Steel Partners II, L.P. and its affiliates. The other agreement applies to a total of 194,600 shares, or approximately 3.8% of the outstanding shares, beneficially owned by two private investment partnerships of which Henry Investment Trust, L.P. is the general partner.

Hans A. Wolf, Chairman of TAB's Board, and Gary Ampulski, TAB's President and Chief Executive Officer, stated:

"The TAB Board is gratified that Mr. Lichtenstein and Mr. Wright have been willing to make this important statement of support. We look forward to working with them in building stockholder value. We are confident that they will both make constructive contributions to our deliberations and we welcome them to the TAB Board."

Mr. Lichtenstein, the executive officer and managing member of Steel Partners' general partner, and Mr. Wright, the President and managing member of Henry Investment Trust's general partner, are each being added to the Company's slate of directors for election to a one-year term at the 2001 annual meeting, along with the five other current directors. The TAB Board has been expanded from five to seven.

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One or the other of Mr. Lichtenstein or Mr. Wright will be added, immediately, to each of the Board's four current standing committees. If reelected at the annual meeting, and if at least a majority of the elected Board consists of TAB's nominees, one or other of them will be appointed, so long as he serves on the Board, to each of the Board's standing committees and any special committees for which they are not legally disqualified.

Provided TAB is not in material default under either of the two agreements, at the annual meeting all of the shares beneficially owned by the stockholders who have signed that agreement, and their affiliates, must be voted in favor of the election of all of the Company's nominees.

None of these stockholders is a participant in the proxy contest, which was initiated by Thaddeus S. Jaroszewicz. Mr. Jaroszewicz has reported that he, his affiliates and two of his four other nominees own, in the aggregate, approximately 6.6% of the outstanding TAB shares.

In accordance with each of the two agreements, the TAB Board has amended the Company's bylaws in several respects:

•

Effective as of February 1, 2002, holders of at least 25% of the outstanding shares will be permitted to call special meetings of stockholders, which must be held within 55 days of a valid demand.

•

Effective immediately, the Board is prohibited from forming an executive committee to act on behalf of the Board without a majority Board vote that includes Mr. Lichtenstein and Mr. Wright so long as they are still serving on the Board. This same vote is required to repeal or amend this provision and the provision regarding the call of special stockholder meetings.

•

Effective immediately, the Board is prohibited from increasing its size above seven directors so long as Mr. Lichtenstein and Mr. Wright are directors.

The TAB Board has also amended the Company's bylaws to provide that, if the Company increases the number of directors to be elected at a stockholder meeting after a stockholder has previously nominated one or more candidates for election to the Board at that meeting in accordance with the Company's advance notice bylaw, that stockholder will be entitled to nominate an equal number of additional candidates within ten days following the Company's public announcement of the increase. Accordingly, Mr. Jaroszewicz will be entitled to nominate two additional candidates on or before September 21, 2001 in accordance with the notice requirements of the bylaw.

In addition to these bylaw amendments, in accordance with the two agreements, the TAB Board has also amended the Company's stockholder rights plan so that the stock purchase rights issued thereunder will be triggered if, without prior Board approval, a person or group becomes the beneficial owner of 20% of TAB's outstanding shares. The previous trigger level of the rights was 15%. The amendment also confirms that the act of participating in a demand for a special meeting of stockholders will not by itself trigger the rights.

Both agreements, including the texts of the amendments of TAB's bylaws and stockholder rights plan, will be filed shortly with the Securities and Exchange Commission and will be reflected in final proxy materials to be distributed by the Company in connection with the 2001 Annual Meeting.

TAB also announced today that the stockholder proposal that had been included in its preliminary proxy materials has been withdrawn by the proponent and will not be presented for consideration at the annual meeting.

Additional Information:

YOU ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT OF TAB PRODUCTS CO. FOR ITS 2001 ANNUAL MEETING OF STOCKHOLDERS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Security holders may

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obtain a free copy of the proxy statement and other related documents filed by TAB at the SEC's website at www.sec.gov or at the SEC's public reference room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. When available, the definitive proxy statement and other related documents may also be obtained from TAB by contacting TAB Products Co., Attention: Corporate Secretary, 935 Lakeview Parkway, Suite 195, Vernon Hills, IL 60061-1442. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the amended preliminary proxy statement filed with the SEC on Schedule 14A by TAB Products Co. on August 31, 2001.

About TAB Products:

TAB Products Co. (AMEX:TBP), is a leading document management company specializing in the re-engineering of the records management process. The Company provides efficient solutions that enable its customers to better organize, control and find their critical documents. TAB leverages its knowledge of paper-based systems with expertise in emerging digital document management technologies. Currently headquartered in Vernon Hills, Illinois, TAB employs approximately 800 people with offices in the United States, Canada, Europe and Australia. With over 50 years of experience in document management, TAB serves customers in a variety of industries including Finance, Healthcare, Government and Insurance. Additional information can be found at www.tab.com.

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QuickLinks

EXHIBIT 99.1

RECITALS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

Form of Press Release (SECTION 6.1)

EX-99.2

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 99.2

AGREEMENT

    This Agreement is made as of September 10, 2001 by and among the following parties (collectively, the "Parties"):

(1)

Tab Products Co., a Delaware corporation (the "Company"); and



(2)

Henry Partners, L.P., a Delaware limited partnership, and Matthew Partners, L.P., a Delaware limited partnership (together the "DW Partnerships"), and David W. Wright, a natural person and citizen of the United States of America ("Mr. Wright" and, together with the DW Partnerships, the "DW Parties").

RECITALS

    A.  The DW Parties are collectively the beneficial owners of a total of 194,600 shares (the "DW Shares") of the Common Stock, par value $0.01 per share, of the Company ("Company Common Shares"), representing approximately 3.8% of the outstanding shares of Company Common Stock;

    B.  Thaddeus S. Jaroszewicz ("Mr. Jaroszewicz") and the Company are engaged in a proxy contest (the "Proxy Contest") in connection with the election of members of the Board of Directors of the Company (the "Company Board") at the 2001 annual meeting of stockholders of the Company (the "2001 Annual Meeting," which term includes any and all postponements and adjournments of the original meeting scheduled for October 16, 2001) by reason of Mr. Jaroszewicz having nominated himself and four other nominees (collectively, the "Jaroszewicz Nominees") for election to the Company Board in place of the current members of the Company Board, who have been nominated for reelection by the Company Board's Nominating Committee (the "Current Company Nominees");

    C.  The DW Parties have a choice as to how to vote the DW Shares in the Proxy Contest and are willing to commit to vote the DW Shares in favor of the Current Company Nominees, and enter into certain related commitments regarding the DW Shares, in consideration for certain commitments from the Company, all as more particularly set forth in this Agreement;

    D.  The existing Company Board has unanimously determined that it is in the best interests of all of the stockholders of the Company to authorize the Company to enter into, and perform its obligations under, this Agreement, provided that, concurrently herewith, an agreement is entered into (the "Other Agreement") by and among the Company and certain other beneficial owners of shares of Company Common Stock (together with the Company, the "Other Agreement Parties"), including Warren G. Lichtenstein (the "Other Additional Director"), who are unaffiliated with the DW Parties;

    E.  Subject to the terms and conditions of this Agreement, the Company Board has determined to increase its size from five to seven members by the addition of Mr. Wright and the Other Additional Director as additional directors (each, an "Additional Director"), Mr. Wright being so added pursuant to this Agreement and the Other Additional Director being added pursuant to the Other Agreement.

    NOW, THEREFORE, in consideration of the mutual promises of the parties contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

    1.  ADDITION OF MR. WRIGHT TO THE COMPANY BOARD AND ITS COMMITTEES AND TO THE SLATE OF COMPANY NOMINEES

        1.1  The Company represents and warrants to the DW Parties that the Company Board, in connection with its approval of this Agreement and subject to the execution and delivery of this

1

Agreement by all Parties, has taken all action necessary to: (a) expand the size of the Company Board, effective automatically upon the execution and delivery of this Agreement by all Parties, from five to seven; (b) cause Mr. Wright to be added to (i) the Company Board, and (ii) the slate of Current Company Nominees for election to the Company Board at the 2001 Annual Meeting (the Current Company Nominees, Mr. Wright and the Other Additional Director being sometimes referred to in this Agreement collectively as the "Company Nominees"); and (c) cause one or the other of the Additional Directors (to be determined by the Chairman of the Board after consultation with each of the Additional Directors and the chairs of each of the Current Board's current standing committees), to be added to each of such standing committees (namely, the Audit Committee, the Compensation Committee, the Nominating Committee and the Employee Benefits Committee). Mr. Wright shall serve as a member of the Company Board until the final certification of the vote on the election of directors at the 2001 Annual Meeting and, if he is elected at the 2001 Annual Meeting, he shall serve for the same term as all other nominees elected to the Company Board at the 2001 Annual Meeting, which term shall expire when he or his successor is duly elected at the 2002 annual meeting of stockholders of the Company and qualified or upon his earlier death, resignation, retirement, disqualification or removal, all as provided in Article II of the Company's Second Amended and Restated Bylaws (the "Company Bylaws"). During his term of office on the Company Board, Mr. Wright shall have the same rights, powers, privileges, access to information, compensation and entitlements as all other members of the Company Board and of any committees thereof on which he serves. In connection with the 2001 Annual Meeting, the Company shall submit proxies on behalf of all Company Nominees.

        1.2  Mr. Wright hereby confirms his consent to (i) his immediate appointment to the Company Board pursuant to Section 1.1(b)(i) of this Agreement, (ii) his addition to the slate of Company Nominees standing for election at the 2001 Annual Meeting together with the other Company Nominees pursuant to Section 1.1(b)(ii) of this Agreement, and (iii) his agreement to serve as a member of the Company Board, if elected at the 2001 Annual Meeting, and Mr. Wright consents to the inclusion in the Company's proxy materials for the 2001 Annual Meeting (the "Company Proxy Materials," which term shall include both the Company's preliminary and definitive proxy statement and all other solicitation material issued by the Company) of his consent and agreement as aforesaid.

        1.3  Mr. Wright agrees that, in addition to the information he has provided to the Company in connection with the negotiation and execution of this Agreement, he shall provide to the Company such additional information as it may from time to time reasonably request for inclusion in the Company Proxy Materials or otherwise in order for it to carry out its disclosure obligations under the Securities Acts.

        1.4  If Mr. Wright is elected to the Company Board at the 2001 Annual Meeting and if at least a majority of the nominees elected at the 2001 Annual Meeting consists of Company Nominees, the Company Board shall cause an Additional Director to serve on each standing and special committee of the Company Board during the applicable Additional Director's term of office on the Company Board, except to the extent that a majority of the other members of the Company Board determine in good faith, after consultation with the Company's outside counsel and taking into account its advice, that such Additional Director is legally disqualified from serving on any such committee by reason of an actual conflict of interest or a failure to meet a qualification criterion imposed by applicable law or the rules of the American Stock Exchange. If both Additional Directors are elected to the Company Board at the 2001 Annual Meeting, the selection of which of them shall serve on any individual committee of the Company Board pursuant to the preceding sentence shall be made by the Chairman of the Board after consultation with each of the Additional Directors and the chairs of each of such committees.

        1.5  If, at any time, Mr. Wright becomes unable or unwilling to serve, or for any other reason ceases to serve, as a member of the Company Board, the Company Board shall have no obligation to nominate, elect or appoint a successor or replacement to him.

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    2.  CERTAIN AMENDMENTS TO THE COMPANY BYLAWS AND THE COMPANY'S STOCKHOLDER RIGHTS PLAN

        2.1  The Company represents and warrants to the DW Parties that the Company Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties, has taken all action necessary to amend the Company Bylaws in the following respects:

            (a)  Article I, Section 2 of the Company Bylaws shall be amended, effective as of February 1, 2002, to permit special meetings of the stockholders to be called, for the purpose or purposes prescribed in the request, upon the request of holders of record of at least 25% of the outstanding shares of Company Common Stock, as more fully set forth in Exhibit A to this Agreement;

            (b)  Article II, Section 1 of the Company Bylaws shall be amended, effective immediately, to provide that during the period that either of the Additional Directors is serving on the Company Board, the Company Board shall not increase the size of the Company Board above a number that is equal to the sum of five plus the number of Additional Directors then serving, as more fully set forth in Exhibit B to this Agreement;

            (c)  Article III, Section 1 of the Company Bylaws shall be amended, effective immediately, to provide that the Company Board shall not form an executive committee to act on behalf of the Board unless the Company Board, by a majority vote that includes, for so long as either Additional Director is serving on the Company Board, the affirmative vote of such Additional Director and, if both are then serving, the vote of each of them, as more fully set forth in Exhibit C to this Agreement;

            (d)  Article IX of the Company Bylaws shall be amended, effective immediately, to provide that none of the amendments referred to in Sections 2.1(a), 2.1(b) and 2.1(c) of this Agreement, nor the amendment referred to in this Section 2.1(d), shall be repealed or amended by the Company Board other than by a majority vote that includes, for so long as either Additional Director is serving on the Company Board, the affirmative vote of such Additional Director and, if both are then serving, the vote of each of them, as more fully set forth in Exhibit D to this Agreement; and

            (e)  Article II, Section 11 of the Company Bylaws shall be amended, effective immediately, to provide that if the Company increases the number of directors to be elected at a stockholder meeting after a stockholder has nominated one or more candidates for election to the Company Board at such meeting in accordance with the requirements of said Article II, Section 11, such stockholder shall be entitled to nominate an equal number of additional candidates within 10 days following the Company's public announcement of such increase, as more fully set forth in Exhibit E to this Agreement;

        2.2  The Company represents and warrants to the DW Parties that the Company Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties, has taken all action necessary to approve and authorize the execution and delivery of an amendment (the "Rights Agreement Amendment"), in the form of Exhibit F to this Agreement, to the Rights Agreement dated as of October 24, 1996 between the Company and the Rights Agent (the "Rights Agreement"), and that, promptly following the execution and delivery of this Agreement by all Parties, the Company shall, and shall direct ChaseMellon Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent") to, execute and deliver the Rights Agreement Amendment, to be effective immediately upon execution and delivery thereof by the Company and the Rights Agent, providing (among other things) that (a) the phrase "20%" shall be substituted for the phrase "15%" in all places where such words appear in the Rights Agreement and (b) the mere act of demanding, or participating with other persons in demanding, a special meeting of stockholders under the amendment

3

to the Company Bylaws made pursuant to Section 2.1(a) of this Agreement shall not trigger the exerciseability of the share purchase rights issued under the Rights Agreement.

    3.  CERTAIN AGREEMENTS RELATING TO COMPANY VOTING SECURITIES

    Provided that the Company is not in material default under this Agreement, each of the DW Parties agree that, at the 2001 Annual Meeting, such DW Party shall vote, or cause to be voted, all Company Voting Securities Beneficially owned by such DW Party as of the record date for the 2001 Annual Meeting in favor of the election of all Company Nominees to the Company Board. Other than as set forth in the immediately preceding sentence, each of the DW Parties shall be free to vote, or cause to be voted, all Company Voting Securities Beneficially owned by such DW Party in any manner it chooses.

    4.  SPECIAL RELEASES, COVENANTS NOT TO SUE, AND INDEMNIFICATION

        4.1  The Company: (a) fully releases, remises, exonerates forever and unconditionally discharges each of the DW Parties and each of their respective Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Stockholder Releasee") from any and all liability and responsibility for any and all Company Claims (as hereinafter defined); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Company Claim, and not to encourage, assist or cooperate with any other Person in pursuing or asserting any Company Claim, against any Stockholder Releasee. As used in this Agreement, "Company Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, bond, bill, covenant, agreement, demand of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the cost of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that the Company may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, (iii) the acquisition or ownership of any shares of Company Common Stock by any of the Stockholder Releasees, or (iv) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned, in connection with the foregoing.

        4.2  Each of the DW Parties: (a) fully releases, remises, exonerates and forever and unconditionally discharges the Company and each of its Affiliates, Associates, Representatives, employees, agents and advisors (each, a "Company Releasee") from any and all liability and responsibility for any and all Stockholder Claims (as hereinafter defined); and (b) covenants and agrees not to participate in, commence or permit (to the extent within its respective control) the assertion or commencement of any demand, allegation, litigation, proceeding or action relating to any Stockholder Claim, and not to encourage, assist or cooperate with any other Person in pursuing or asserting any Stockholder Claim against any Company Releasee. As used in this Agreement, "Stockholder Claim" means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, bond, bill, covenant, agreement, demand of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the costs of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that any Stockholder may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect

4

thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, or (iii) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with the foregoing or with the actions, omissions, decisions and conduct of the Company, the Company Board or any of its committees or any other Company Releasee prior to the execution of this Agreement.

        4.3  The Company, in connection with its release and covenant contained in Section 5.1 of this Agreement, and each of the DW Parties, in connection with its release and covenant contained in Section 4.2 of this Agreement, hereby waives the provisions of 1542 of the California Civil Code (and any corresponding provision of the applicable laws of any other jurisdiction), but only to the extent it applies to its respective release contained in the applicable such Section. Section 1542 of the California Civil Code provides as follows:

A general release does not extend the claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected settlement with the debtor.

        4.4  The Company expressly acknowledges that each Stockholder Releasee that is not a DW Party is an intended third party beneficiary of its release and covenant contained in Section 4.1. Each of the DW Parties acknowledges that each Company Releasee other than the Company is an intended third party beneficiary of its release and covenant contained in Section 4.2. Each Party acknowledges that any claim determined, in a final nonappealable judgment or order of a court of competent jurisdiction, to have been based primarily on intentional fraud shall not be released under this Section 5.

        4.5  The Company shall indemnify and hold harmless each of the Stockholder Releasees from and against any and all debts, obligations and other liabilities, losses, damages, claims, fines, fees, penalties, interest obligations, deficiencies, and expenses (including, without limitation, amounts paid in settlement but only if such settlement is approved in advance by the Company, such approval not to be unreasonably withheld), court costs, reasonable out-of-pocket fees and expenses of counsel (provided such counsel is reasonably acceptable to the Company and subject to the limitation that only one counsel shall be engaged by all Stockholder Releasees except to the extent that multiple representation would give rise to a disqualifying conflict of interest), and other reasonable out-of-pocket expenses of litigation, whether or not such litigation is resolved against the applicable Stockholder Releasee (collectively, "Damages"), solely to the extent arising directly from any litigation, whether at law or in equity, instituted against any Stockholder Releasee by a third party on the basis of the actions of such Stockholder Releasee with respect to the Proxy Contest or in authorizing, approving, executing, delivering, and/or performing this Agreement (a "Covered Claim"), except to the extent to which it is determined, in a final nonappealable judgment or order of a court of competent jurisdiction, that any Damages were primarily the result of the bad faith or willful misconduct of, or the breach of this Agreement by, any Stockholder Releasee. The Company shall advance all expenses (to the extent they constitute Damages) incurred by a Stockholder Releasee in connection with a Covered Claim pending the final disposition thereof but only upon the basis of (a) a written undertaking executed by such Stockholder Releasee, in a form reasonably acceptable to the Company, to repay all of such expenses to the Company in the event it is determined, in accordance with the immediately proceeding sentence, that such expenses did not constitute Damages, and (b) documentary evidence that such expenses have been incurred.

    5.  CERTAIN REPRESENTATIONS AND WARRANTIES

        5.1  The Company represents and warrants to each of the DW Parties that: (a) the Company's execution, delivery and performance of this Agreement have been approved by the Company Board and do not violate its Certificate of Incorporation, the Company Bylaws or any

5

agreement to which it is a party; and (b) this Agreement constitutes the Company's valid and binding obligation, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by doctrines relating to the availability of equitable remedies.

        5.2  Each of the DW Parties represents and warrants to the Company that: (a) if the DW Party making such representation and warranty is not a natural person, its execution, delivery and performance of this Agreement has been approved by its respective general partner, managing member, board of directors, trustee or other governing body or authority, as the case may be, and does not violate its respective organizational or constituent document; (b) its execution, delivery and performance of this Agreement does not violate any agreement to which it is a party; (c) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by doctrines relating to the availability of equitable remedies; (d) it has consulted with counsel of its choice in connection with its decision to enter into and be bound by this Agreement; and (e) Recital A to this Agreement is a true statement of the current aggregate beneficial ownership of Company Common Stock on the part of the DW Parties and, to its best knowledge, after due inquiry, none of its respective Affiliates, Beneficially owns any other Company Voting Securities.

    6.  CERTAIN ANNOUNCEMENTS AND OTHER DISCLOSURES

        6.1  As soon as reasonably practicable following the execution of this Agreement: (a) the Company shall issue a press release in the form of Exhibit G to this Agreement (the "Press Release"), which the Company shall file, together with a copy of this Agreement, with the SEC under Rule 14a-12 promulgated pursuant to the 1934 Act; and (b) the Company shall file with the SEC a Current Report on Form 8-K to disclose this Agreement in a manner consistent, in all material respects, with the Press Release, the contents of which Current Report shall be subject to the approval of each of the other Parties (not to be unreasonably withheld).

        6.2  As soon as reasonably practicable following the execution of this Agreement, the Company shall revise the amended preliminary Company Proxy Materials it filed with the SEC on August 31, 2001 to reflect this Agreement and the information furnished to it by the other Parties for inclusion in such revised Company Proxy Materials under Section 1.3 of this Agreement. Such revised Company Proxy Materials shall be submitted to the DW Parties for their review and approval (not to be unreasonably withheld). Such revised Company Proxy Materials shall include such information as the Company may reasonably request in order to enable Mr. Wright to be included as a Company participant in the Proxy Contest and to solicit proxies on behalf of the Company Board in accordance with clause (b) of Section 6.3 of this Agreement. In the event that the SEC comments on such revised Company Proxy Materials in any respect relevant to the additional disclosures contemplated by this Section 6.2, the Company shall share the applicable comments with the DW Parties, which shall hold such information in confidence, and the Company and the DW Parties shall cooperate with each other in responding thereto.

        6.3  Without limiting the generality of the final sentence of Section 1.1 of this Agreement, Mr. Wright shall have the same opportunity as is afforded all of the other members of the Company Board (a) to review and discuss, in advance, any SEC filing, press release or stockholder communications proposed to be made or issued by the Company in connection with the Proxy Contest, and (b) to solicit proxies on behalf of the Company Board in accordance with the policies and procedures established, and written solicitation material approved, by the Company Board.

        6.4  None of the DW Parties shall make any public statement (including any statement in a filing with the SEC or any other governmental agency) regarding this Agreement or any event occurring prior to the date hereof that is inconsistent with, or otherwise contrary to, the Press Release.

6

        6.5  Any public statement (including any statement in any filing with the SEC or any other governmental agency) by any Party regarding this Agreement or any event occurring prior to the date of this Agreement that is not otherwise prohibited by this Section 6 shall be made in compliance with applicable securities laws and consistently with any fiduciary duties such Party owes to the Company.

    7.  CERTAIN DEFINITIONS

    In addition to the other definitions contained elsewhere in this Agreement, the following terms shall have the meanings specified below for the purposes hereof:

    "Affiliate" has the meaning set forth in the 1934 Act.

    "Associate" has the meaning set forth in the 1934 Act.

    "Beneficially own" has the meaning set forth in Rule 13d-3 promulgated under the 1934 Act; provided, however, that for purposes of this Agreement, any option, warrant, right, conversion privilege or arrangement to purchase, acquire or vote Company Voting Securities, regardless of the time period during, or the time at which, it may be exercised, and regardless of the consideration paid, shall be deemed to give the holder thereof beneficial ownership of the Company Voting Securities to which it relates.

    "Company Voting Securities" means all classes of capital stock of the Company which are then entitled to vote generally in the election of directors and any securities exchanged for such classes of capital stock and any securities convertible into or exchangeable or exercisable for such classes of capital stock.

    "1933 Act" means the Securities Act of 1933, as amended, and the regulations promulgated by the SEC under such statute.

    "1934 Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated by the SEC under such statute.

    "Person" means a natural person or any legal, commercial or governmental entity, including, but not limited to, a corporation, partnership, joint venture, trust, limited liability company, group acting in concert or any person acting in a representative capacity.

    "SEC" means the United States Securities and Exchange Commission.

    "Securities Acts" means the 1933 Act and the 1934 Act.

    8.  MISCELLANEOUS

        8.1  This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any and all prior representations, agreements or understandings, whether written or oral, between or among any of them with respect to such subject matter. This Agreement may be amended only by a written agreement duly executed by the Parties.

        8.2  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of law principles. Exclusive jurisdiction to resolve any dispute arising under or in connection with this Agreement is hereby conferred on the Delaware Chancery Court (or, if such Court determines that it lacks jurisdiction over the particular dispute, any other applicable court of the State of Delaware) or, if the dispute involves issues of federal law or over which the Delaware Chancery Court (or such other court of the State of Delaware) lacks or declines jurisdiction, on the United States Federal District Court for the District of Delaware. The Parties hereby submit to the exclusive jurisdiction of each of such courts for the resolution of any such dispute.

        8.3  This Agreement may not be assigned by any Party without the prior written consent of the other Parties. This Agreement shall be binding upon, and inure to the benefit of, the respective

7

successors and permitted assigns of the Parties. Except as expressly set forth in Section 4, this Agreement shall confer no rights or benefits upon any Person other than the Parties.

        8.4  Any waiver by any Party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

        8.5  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which shall together constitute a single instrument.

        8.6  The DW Parties covenant that they shall each use their commercially reasonable efforts to cause their respective Affiliates to comply with Sections 3 and 4 of this Agreement.

        8.7  Each of the other DW Parties hereby appoints Mr. Wright as the authorized representative of such DW Party for all purposes of this Agreement (including, without limitation, the giving of binding approvals and waivers) and the Company shall be entitled to deal with Mr. Wright accordingly.

        8.8  Notwithstanding anything to the contrary in this Agreement, none of the Parties shall have any obligations under this Agreement unless and until the Other Agreement has been executed and delivered by all of the Other Agreement Parties. However, nothing in this Agreement is intended to create any joint and several obligations, or any agency or group, as between any one or more of the DW Parties, on the one hand, and any one or more of the Other Agreement Parties, on the other hand.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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    IN WITNESS WHEREOF, this Agreement has been executed by each of the Parties, through their respective duly authorized representative, as of the date first above written.

TAB PRODUCTS CO.		HENRY PARTNERS, L.P.
By:
	/s/ GARY W. AMPULSKI Gary W. Ampulski President and Chief Executive Officer	By:	Henry Investment Trust, L.P. Its General Partner
			By:	Canine Partners, LLC Its General Partner
				By:
					/s/ DAVID W. WRIGHT David W. Wright President
		MATTHEW PARTNERS, L.P.
		By:	Henry Investment Trust, L.P. Its General Partner
			By:	Canine Partners, LLC Its General Partner
				By:
					/s/ DAVID W. WRIGHT David W. Wright President
		DAVID W. WRIGHT
		/s/ DAVID W. WRIGHT David W. Wright

9

EXHIBIT A

Form of Amended Version of Article I, Section 2 of the Company Bylaws
(SECTION 2.1(a))

    Effective immediately, Article I, Section 2 of the Company Bylaws shall be amended by the addition of the following two paragraphs following the current paragraph:

Effective automatically on February 1, 2002, the preceding paragraph of this Section 2 shall be replaced in its entirety with this paragraph and the following paragraph. Special meetings of the stockholders may be called for any purpose or purposes prescribed in the notice of the meeting, only (a) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), or (b) by the holders of record not less than 25% of all shares entitled to cast votes at the meeting, voting together as a single class, and shall be held at such place, on such date and at such time as the Board of the Directors may fix. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

Upon request in writing sent by registered mail to the president or chief executive officer by any stockholder or stockholders entitled to request a special meeting of stockholders pursuant to the immediately preceding paragraph of this Section 2, and containing the information required pursuant to Article I, Section 7, and Article II, Section 11, the Board of Directors shall determine a place and time for such meeting, which time shall be not less than 45 nor more than 55 days after the receipt of such request, and a record date for the determination of stockholders entitled to vote at such meeting shall be fixed by the Board of Directors, in advance, which shall not be more than 60 days nor less than 10 days before the date of such meeting. Following such receipt of a request and determination by the Secretary of the validity thereof, it shall be the duty of the Secretary to present the request to the Board of Directors, and upon Board action as provided in this Section 2, to cause notice to be given to the stockholders entitled to vote at such meeting, in the manner set forth in Section 3 hereof, that a meeting will be held at the place and time so determined, for such purposes, as well as any purpose or purposes determined by the Board of Directors.

A–1

EXHIBIT B

Form of Amended Version of Article II, Section 1 of the Company Bylaws
(SECTION 2.1(b))

    Effective immediately, Article II, Section 1 of the Company Bylaws shall be amended by the addition of the following sentence immediately following the first sentence thereof and immediately before what is currently the second sentence thereof:

Notwithstanding the preceding sentence, during the period that either Warren G. Lichtenstein or David W. Wright (each, an "Additional Director") is serving on the Board of Directors, the number of directors shall not be increased above the number that is equal to the sum of five plus the number of Additional Directors then serving.

B–1

EXHIBIT C

Form of Amended Version of Article III, Section 1 of the Company Bylaws
(SECTION 2.1(c))

    Effective immediately, Article III, Section 1 of the Company Bylaws shall be amended to read in its entirety as follows:

SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Notwithstanding the foregoing, the Board of Directors shall not form an executive committee to act on behalf of the Board of Directors other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either Additional Director is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors.

C–1

EXHIBIT D

Form of Amended Version of Article IX of the Company Bylaws
(SECTION 2.1(d))

    Effective immediately, Article IX of the Company Bylaws shall be amended to read in its entirety as follows:

The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board); provided, however, that none of (i) Article I, Section 2, (ii) the second sentence of Article II, Section 1, (iii) the second sentence of Article III, Section 1, or (iv) this proviso to the second sentence of this Article IX shall be amended other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either of the Additional Directors is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of the holders of at least 66²/3 percent of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal Article VIII or IX of these Bylaws.

D–1

EXHIBIT E

Form of Amendment to Article II, Section 11 of the Company Bylaws
(SECTION 2.1(e))

    Effective immediately, the following paragraph shall be added as the penultimate paragraph of Article II, Section 11 of the Company Bylaws:

In the event a stockholder has duly nominated pursuant to this Section 11, at an annual or special meeting at which Directors are to be elected, one or more persons for election as Director and the Board of Directors subsequently increases the number of Directors to be elected at such annual or special meeting, such stockholder may nominate an additional person or person(s) (as the case may be) for election to such additional position(s) as are specified in the Corporation's notice relating to the additional nominees, provided that such stockholder shall deliver a supplemental notice, containing the same information with respect to such additional nominee(s) as is required by paragraph (a) of this Bylaw with respect to stockholder nominees generally to the Secretary at the principal executive offices of the Corporation not later than the tenth day following the day on which a public announcement (including by way of a publicly available filing with the Securities Exchange Commission) is first made of the additional nominees proposed by the Corporation to be elected at such meeting. In no event shall the public announcement of such additional nominees commence a new time period for the giving of a stockholder's notice under subsection (a) other than as provided herein.

E–1

EXHIBIT F

Form of Amendment to the Company's Stockholder Rights Plan
(SECTION 2.2)

TAB PRODUCTS CO.

and

MELLON INVESTOR SERVICES, LLC
Rights Agent

AMENDMENT NO. 1
Dated as of September   , 2001

to

RIGHTS AGREEMENT
Dated as of October 24, 1996

F–1

    This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is dated as of September   , 2001 between TAB Products Co., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the "Rights Agent").

WITNESSETH:

    The Company and the Rights Agent (the "Parties") entered into a Rights Agreement dated as of October 24, 1996 (the "Original Rights Agreement"). As of the date of this Agreement, the rights issued pursuant to the Original Rights Agreement are redeemable. The Parties wish to amend the Original Rights Agreement in the manner set forth below. The Company's Board of Directors has approved this Amendment and authorized its execution.

    NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties agree as follows:

    1.  EFFECTIVENESS OF THIS AMENDMENT.  This Amendment is executed pursuant to the first sentence of Section 27 of the Original Rights Agreement. The Company, by its execution of this Amendment, hereby directs the Rights Agent, pursuant to such sentence of Section 27, to execute this Amendment. This Amendment shall take effect immediately upon the execution hereof by the Company and the Rights Agent.

    2.  DEFINED TERMS.  All capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Original Rights Agreement. For the resolution of doubt, the Company hereby clarifies that no Person shall be deemed an Acquiring Person solely by reason of such Person, as a holder of record or Beneficial Owner of shares of Common Stock making, or conferring on another Person a proxy or other authority to make, or participating with one or more other persons in making or directing another Person as holder of record to make, a demand under Article I, Section 2 of the Company's Amended and Restated By Laws (or any successor provision) for a call of a special meeting of stockholders of the Company.

    3.  NO OTHER PROVISIONS AFFECTED.  Except to the extent expressly amended by this Amendment, all of the provisions of the Original Rights Agreement shall remain in full force and effect, unaffected by this Amendment.

    4.  AMENDMENT TO SECTION 1(a) OF THE ORIGINAL RIGHTS AGREEMENT.  The Original Rights Agreement is hereby amended by substituting the term "20%" for the term "15%" in each place where the term "15%" is used in the Original Rights Agreement and the exhibits thereto, including, without limitation, all places in which such phrase is used in Sections 1(a) and 3 of the Original Rights Agreement.

    5.  REFERENCES TO THE ORIGINAL RIGHTS AGREEMENT.  All references in the Original Rights Agreement and the exhibits thereto to the Rights Agreement or any specific provision thereof (including references that use the terms "hereto" and "hereof"), as well as in the legends affixed to certificates issued for Common Stock pursuant to Section 3(d) of the Original Rights Agreement, shall, without any specific references expressly and individually to any of the foregoing amendments, automatically be deemed references to the Original Rights Agreement or the applicable specific provisions thereof (as the case may be) as amended by this Amendment, with the same force and effect as if expressly and individually amended in that respect by this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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    IN WITNESS WHEREOF the Parties have caused this Amendment to be duly executed and attested, all as of the date and year first above written.

[ATTEST]			TAB PRODUCTS CO.
By:		By:
	Name:		Name:
	Title:		Title:
[ATTEST]			MELLON INVESTOR SERVICES LLC
By:		By:
	Name:		Name:
	Title:		Title:

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EXHIBIT G

Form of Press Release
(SECTION 6.1)

TAB PRODUCTS CO. NEWS RELEASE

CONTACTS:
Donald Hotz
TAB Products Co.
(847) 968-2433
or
Daniel H. Burch
(212) 929-5748
Mark H. Harnett
(212) 929-5877
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

TWO SUBSTANTIAL STOCKHOLDERS JOIN TAB PRODUCTS CO. BOARD AND
WILL SUPPORT COMPANY NOMINEES IN PROXY CONTEST

Warren G. Lichtenstein of Steel Partners and David W. Wright of Henry Investment Trust
enter into separate agreements with TAB Products Co. Relating to Pending Proxy Contest
with Thaddeus Jaroszewicz.

Vernon Hills, IL, September 11, 2001—TAB Products Co. (AMEX:TBP) announced today that the Tab Board has elected Warren G. Lichtenstein and David W. Wright, representatives of two substantial stockholders, to the TAB Board and has entered into separate agreements with Messrs. Lichtenstein and Wright and their respective affiliates relating to the pending proxy contest for election to the Company's Board of Directors at the 2001 annual meeting scheduled for October 16, 2001. One of the separate agreements applies to a total of 515,900 TAB shares, representing approximately 9.9% of the outstanding shares, beneficially owned by Steel Partners II, L.P. and its affiliates. The other agreement applies to a total of 194,600 shares, or approximately 3.8% of the outstanding shares, beneficially owned by two private investment partnerships of which Henry Investment Trust, L.P. is the general partner.

Hans A. Wolf, Chairman of TAB's Board, and Gary Ampulski, TAB's President and Chief Executive Officer, stated:

"The TAB Board is gratified that Mr. Lichtenstein and Mr. Wright have been willing to make this important statement of support. We look forward to working with them in building stockholder value. We are confident that they will both make constructive contributions to our deliberations and we welcome them to the TAB Board."

Mr. Lichtenstein, the executive officer and managing member of Steel Partners' general partner, and Mr. Wright, the President and managing member of Henry Investment Trust's general partner, are each being added to the Company's slate of directors for election to a one-year term at the 2001 annual meeting, along with the five other current directors. The TAB Board has been expanded from five to seven.

One or the other of Mr. Lichtenstein or Mr. Wright will be added, immediately, to each of the Board's four current standing committees. If reelected at the annual meeting, and if at least a majority of the elected Board consists of TAB's nominees, one or the other of them will be appointed, so long as he

G–1

serves on the Board, to each of the Board's standing committees and any special committees for which they are not legally disqualified.

Provided TAB is not in material default under either of the two agreements, at the annual meeting all of the shares beneficially owned by the stockholders who have signed that agreement, and their affiliates, must be voted in favor of the election of all of the Company's nominees.

None of these stockholders is a participant in the proxy contest, which was initiated by Thaddeus S. Jaroszewicz. Mr. Jaroszewicz has reported that he, his affiliates and two of his four other nominees own, in the aggregate, approximately 6.6% of the outstanding TAB shares.

In accordance with each of the two agreements, the TAB Board has amended the Company's bylaws in several respects:

•

Effective as of February 1, 2002, holders of at least 25% of the outstanding shares will be permitted to call special meetings of stockholders, which must be held within 55 days of a valid demand.

•

Effective immediately, the Board is prohibited from forming an executive committee to act on behalf of the Board without a majority Board vote that includes Mr. Lichtenstein and Mr. Wright so long as they are still serving on the Board. This same vote is required to repeal or amend this provision and the provision regarding the call of special stockholder meetings.

•

Effective immediately, the Board is prohibited from increasing its size above seven directors so long as Mr. Lichtenstein and Mr. Wright are directors.

The TAB Board has also amended the Company's bylaws to provide that, if the Company increases the number of directors to be elected at a stockholder meeting after a stockholder has previously nominated one or more candidates for election to the Board at that meeting in accordance with the Company's advance notice bylaw, that stockholder will be entitled to nominate an equal number of additional candidates within ten days following the Company's public announcement of the increase. Accordingly, Mr. Jaroszewicz will be entitled to nominate two additional candidates on or before September 21, 2001 in accordance with the notice requirements of the bylaw.

In addition to these bylaw amendments, in accordance with the two agreements, the TAB Board has also amended the Company's stockholder rights plan so that the stock purchase rights issued thereunder will be triggered if, without prior Board approval, a person or group becomes the beneficial owner of 20% of TAB's outstanding shares. The previous trigger level of the rights was 15%. The amendment also confirms that the act of participating in a demand for a special meeting of stockholders will not by itself trigger the rights.

Both agreements, including the texts of the amendments of TAB's bylaws and stockholder rights plan, will be filed shortly with the Securities and Exchange Commission and will be reflected in final proxy materials to be distributed by the Company in connection with the 2001 Annual Meeting.

TAB also announced today that the stockholder proposal that had been included in its preliminary proxy materials has been withdrawn by the proponent and will not be presented for consideration at the annual meeting.

Additional Information:

YOU ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT OF TAB PRODUCTS CO. FOR ITS 2001 ANNUAL MEETING OF STOCKHOLDERS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of the proxy statement and other related documents filed by TAB at the SEC's website at www.sec.gov or at the SEC's public reference room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public

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reference rooms. When available, the definitive proxy statement and other related documents may also be obtained from TAB by contacting TAB Products Co., Attention: Corporate Secretary, 935 Lakeview Parkway, Suite 195, Vernon Hills, IL 60061-1442. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the amended preliminary proxy statement filed with the SEC on Schedule 14A by TAB Products Co. on August 31, 2001.

About TAB Products:

TAB Products Co. (AMEX:TBP), is a leading document management company specializing in the re-engineering of the records management process. The Company provides efficient solutions that enable its customers to better organize, control and find their critical documents. TAB leverages its knowledge of paper-based systems with expertise in emerging digital document management technologies. Currently headquartered in Vernon Hills, Illinois, TAB employs approximately 800 people with offices in the United States, Canada, Europe and Australia. With over 50 years of experience in document management, TAB serves customers in a variety of industries including Finance, Healthcare, Government and Insurance. Additional information can be found at www.tab.com.

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QuickLinks

EXHIBIT 99.2

AGREEMENT
RECITALS

EXHIBIT A

Form of Amended Version of Article I, Section 2 of the Company Bylaws (SECTION 2.1(a))

EXHIBIT B

Form of Amended Version of Article II, Section 1 of the Company Bylaws (SECTION 2.1(b))

EXHIBIT C

Form of Amended Version of Article III, Section 1 of the Company Bylaws (SECTION 2.1(c))

EXHIBIT D

Form of Amended Version of Article IX of the Company Bylaws (SECTION 2.1(d))

EXHIBIT E

Form of Amendment to Article II, Section 11 of the Company Bylaws (SECTION 2.1(e))

EXHIBIT F

Form of Amendment to the Company's Stockholder Rights Plan (SECTION 2.2)

EXHIBIT G

Form of Press Release (SECTION 6.1)

EX-99.3

EXHIBIT 99.3

TAB PRODUCTS CO. NEWS RELEASE
CONTACTS:
Donald Hotz
TAB Products Co.
(847) 968-2433
or
Daniel H. Burch
(212) 929-5748
Mark H. Harnett
(212) 929-5877
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

TWO SUBSTANTIAL STOCKHOLDERS JOIN TAB PRODUCTS CO. BOARD AND
WILL SUPPORT COMPANY NOMINEES IN PROXY CONTEST

Warren G. Lichtenstein of Steel Partners and David W. Wright of Henry Investment Trust
enter into separate agreements with TAB Products Co. Relating to Pending Proxy Contest
with Thaddeus Jaroszewicz.

Vernon Hills, IL, September 11, 2001—TAB Products Co. (AMEX:TBP) announced today that the Tab Board has elected Warren G. Lichtenstein and David W. Wright, representatives of two substantial stockholders, to the TAB Board and has entered into separate agreements with Messrs. Lichtenstein and Wright and their respective affiliates relating to the pending proxy contest for election to the Company's Board of Directors at the 2001 annual meeting scheduled for October 16, 2001. One of the separate agreements applies to a total of 515,900 TAB shares, representing approximately 9.9% of the outstanding shares, beneficially owned by Steel Partners II, L.P. and its affiliates. The other agreement applies to a total of 194,600 shares, or approximately 3.8% of the outstanding shares, beneficially owned by two private investment partnerships of which Henry Investment Trust, L.P. is the general partner.

Hans A. Wolf, Chairman of TAB's Board, and Gary Ampulski, TAB's President and Chief Executive Officer, stated:

"The TAB Board is gratified that Mr. Lichtenstein and Mr. Wright have been willing to make this important statement of support. We look forward to working with them in building stockholder value. We are confident that they will both make constructive contributions to our deliberations and we welcome them to the TAB Board."

Mr. Lichtenstein, the executive officer and managing member of Steel Partners' general partner, and Mr. Wright, the President and managing member of Henry Investment Trust's general partner, are each being added to the Company's slate of directors for election to a one-year term at the 2001 annual meeting, along with the five other current directors. The TAB Board has been expanded from five to seven.

One or the other of Mr. Lichtenstein or Mr. Wright will be added, immediately, to each of the Board's four current standing committees. If reelected at the annual meeting, and if at least a majority of the elected Board consists of TAB's nominees, one or the other of them will be appointed, so long as he serves on the Board, to each of the Board's standing committees and any special committees for which they are not legally disqualified.

Provided TAB is not in material default under either of the two agreements, at the annual meeting all of the shares beneficially owned by the stockholders who have signed that agreement, and their affiliates, must be voted in favor of the election of all of the Company's nominees.

None of these stockholders is a participant in the proxy contest, which was initiated by Thaddeus S. Jaroszewicz. Mr. Jaroszewicz has reported that he, his affiliates and two of his four other nominees own, in the aggregate, approximately 6.6% of the outstanding TAB shares.

In accordance with each of the two agreements, the TAB Board has amended the Company's bylaws in several respects:

•

Effective as of February 1, 2002, holders of at least 25% of the outstanding shares will be permitted to call special meetings of stockholders, which must be held within 55 days of a valid demand.

•

Effective immediately, the Board is prohibited from forming an executive committee to act on behalf of the Board without a majority Board vote that includes Mr. Lichtenstein and Mr. Wright so long as they are still serving on the Board. This same vote is required to repeal or amend this provision and the provision regarding the call of special stockholder meetings.

•

Effective immediately, the Board is prohibited from increasing its size above seven directors so long as Mr. Lichtenstein and Mr. Wright are directors.

The TAB Board has also amended the Company's bylaws to provide that, if the Company increases the number of directors to be elected at a stockholder meeting after a stockholder has previously nominated one or more candidates for election to the Board at that meeting in accordance with the Company's advance notice bylaw, that stockholder will be entitled to nominate an equal number of additional candidates within ten days following the Company's public announcement of the increase. Accordingly, Mr. Jaroszewicz will be entitled to nominate two additional candidates on or before September 21, 2001 in accordance with the notice requirements of the bylaw.

In addition to these bylaw amendments, in accordance with the two agreements, the TAB Board has also amended the Company's stockholder rights plan so that the stock purchase rights issued thereunder will be triggered if, without prior Board approval, a person or group becomes the beneficial owner of 20% of TAB's outstanding shares. The previous trigger level of the rights was 15%. The amendment also confirms that the act of participating in a demand for a special meeting of stockholders will not by itself trigger the rights.

Both agreements, including the texts of the amendments of TAB's bylaws and stockholder rights plan, will be filed shortly with the Securities and Exchange Commission and will be reflected in final proxy materials to be distributed by the Company in connection with the 2001 Annual Meeting.

TAB also announced today that the stockholder proposal that had been included in its preliminary proxy materials has been withdrawn by the proponent and will not be presented for consideration at the annual meeting.

Additional Information:

YOU ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT OF TAB PRODUCTS CO. FOR ITS 2001 ANNUAL MEETING OF STOCKHOLDERS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of the proxy statement and other related documents filed by TAB at the SEC's website at www.sec.gov or at the SEC's public reference room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. When available, the definitive proxy statement and other related documents may also be obtained from TAB by contacting TAB Products Co., Attention: Corporate Secretary, 935 Lakeview Parkway, Suite 195, Vernon Hills, IL 60061-1442. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the amended preliminary proxy statement filed with the SEC on Schedule 14A by TAB Products Co. on August 31, 2001.

About TAB Products:

TAB Products Co. (AMEX:TBP), is a leading document management company specializing in the re-engineering of the records management process. The Company provides efficient solutions that enable its customers to better organize, control and find their critical documents. TAB leverages its knowledge of paper-based systems with expertise in emerging digital document management technologies. Currently headquartered in Vernon Hills, Illinois, TAB employs approximately 800 people with offices in the United States, Canada, Europe and Australia. With over 50 years of experience in document management, TAB serves customers in a variety of industries including Finance, Healthcare, Government and Insurance. Additional information can be found at www.tab.com.