OFFER TO PURCHASE FOR CASH
up to 9,893,955 Shares of the Issued and Outstanding Shares of Common Stock
99.25% OF NET ASSET VALUE PER SHARE
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON FEBRUARY 11, 2009.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS OUTLINED IN THE
OFFER TO PURCHASE DATED JANUARY 13, 2009.
January 13, 2009
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (“Nominees”):
We are enclosing herewith the material listed below relating to the offer of Tri-Continental Corporation, a closed-end
management investment company incorporated under the laws of the State of Maryland (the “Fund”), to purchase up to
9,893,955 (approximately 12.5%) of its issued and outstanding shares of common stock, par value $0.50 per share (the “Shares”).
As of January 9, 2009, 79,151,646 Shares were outstanding. The offer is to purchase Shares for cash, at a price equal to 99.25%
of the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange, the
principal market in which the Shares are traded, on the trading day after the date the offer expires. The offer is being made upon
the terms and subject to the conditions set forth in the Offer to Purchase (which, with any amendments or supplements thereto,
collectively constitute the “Offer”).
We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your
Nominee). Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to the Fund in
connection with the Offer. However, Nominees may charge stockholders a fee for soliciting tenders for Shares pursuant to the
Offer. The Fund will also, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materi