TRI-CONTINENTAL Corp — Major Shareholding Notification 2006

Oct 20, 2006

SC 13D/A 1 sc13da606290008_10162006.htm sec document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6)(1) Tri-Continental Corporation --------------------------- (Name of Issuer) Common Stock, Par Value $0.50 Per Share $2.50 Cummulative Prefered Stock --------------------------------------- (Title of Class of Securities) 895436103 --------- (CUSIP Number) STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 (212) 451-2300 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 2006 ---------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 72 Pages) ---------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). ---------------------- ---------------------- CUSIP No. 895436103 13D Page 2 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 7,200 shares of Preferred Stock OWNED BY 6,695,615 shares of Common Stock EACH ----------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,200 shares of Preferred Stock 6,695,615 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200 shares of Preferred Stock 6,695,615 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent of the Preferred Stock outstanding 6.3% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 3 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ARTHUR D. LIPSON -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, PF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 7,200 shares of Preferred Stock OWNED BY 6,696,516 shares of Common Stock EACH ----------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,200 shares of Preferred Stock 6,696,516 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200 shares of Preferred Stock 6,696,516 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent of the Preferred Stock outstanding 6.3% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 4 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT HEDGED PARTNERS L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,039,915 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,039,915 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,039,915 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 5 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 744,000 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 744,000 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,000 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 6 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT ACTIVISM PARTNERS LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 7,200 shares of Preferred Stock OWNED BY 2,911,700 shares of Common Stock EACH ----------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 7,200 shares of Preferred Stock 2,911,700 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200 shares of Preferred Stock 2,911,700 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent of the Preferred Stock outstanding 2.8% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 7 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,810,050 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,810,050 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,050 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 8 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS PARTNERS, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,525,175 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,525,175 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,175 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 9 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS MANAGEMENT, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,810,050 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,810,050 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,050 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 10 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PARADIGM PARTNERS, N.W., INC. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,525,175 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,525,175 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,175 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 11 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCOTT FRANZBLAU -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,810,050 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,810,050 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,050 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 12 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT FERGUSON -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 3,335,225 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,335,225 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 13 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL DUNMIRE -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,525,175 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,525,175 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,175 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 14 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PAUL DEROSA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 100 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 100 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 15 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DAVID B. FORD -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 100 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 100 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 16 of 72 Pages ---------------------- ---------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ELYSE NAKAJIMA -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 100 shares of Common Stock OWNED BY ----------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH - 0 - ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 100 shares of Common Stock ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent of the Common Stock outstanding -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ SEE INSTRUCTIONS BEFORE FILLING OUT! ---------------------- ---------------------- CUSIP No. 895436103 13D Page 17 of 72 Pages ---------------------- ---------------------- The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed by the undersigned. This Amendment No. 6 amends the Schedule 13D as specifically set forth. Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended as follows: Mr. David Ford ceased to be a Reporting Person immediately following the Issuer's special meeting of stockholders, originally held on September 28, 2006 and subsequently adjourned. Accordingly, all references to Mr. Ford in Item 2 are hereby deleted and Item 2 shall be read and construed with all references to Mr. Ford deleted. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated as follows: The aggregate purchase price of the 6,695,615 shares of common stock, $.50 par value per share (the "Common Stock") beneficially owned by WILLC is approximately $128,114,363, including brokerage commissions, and the aggregate purchase price of the 7,200 shares of $2.50 cumulative preferred stock (the "Preferred Stock") beneficially owned by WILLC is approximately $310,266, including brokerage commissions. The shares of Common Stock and Preferred Stock beneficially owned by WILLC were acquired with the working capital of each of WIHP, WIAP and WITR. The aggregate purchase price of the 901 shares of Common Stock owned directly by Mr. Lipson is approximately $18,785, including brokerage commissions. The shares of Common Stock owned directly by Mr. Lipson were acquired with personal funds. The aggregate purchase price of the 1,810,050 shares of Common Stock beneficially owned by BPM is approximately $33,422,538, including brokerage commissions. The shares of Common Stock beneficially owned by BPM were acquired with the working capital of BPIP. The aggregate purchase price of the 1,525,175 shares of Common Stock beneficially owned by PPNW is approximately $27,359,797, including brokerage commissions. The shares of Common Stock beneficially owned by PPNW were acquired with the working capital of BPP. Ms. Nakajima received a gift of 100 shares of Common Stock from Mr. Lipson on February 24, 2006. Mr. DeRosa received a gift of 100 shares of Common Stock from WIHP on July 5, 2006. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated as follows: On October 17, 2006, WIHP and Mr. Lipson submitted a letter (the "Nomination Letter") to the Issuer's stockholder service agent nominating a slate of three nominees comprised of Arthur D. Lipson, Paul DeRosa and Robert Ferguson (collectively, the "Nominees") for election to the Board of Directors of the Issuer at the next annual meeting of the Issuer's stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). The Reporting Persons intend to make a filing with the Securities and Exchange ---------------------- ---------------------- CUSIP No. 895436103 13D Page 18 of 72 Pages ---------------------- ---------------------- Commission of a proxy statement to be used, among other things, to solicit votes in support of the election of the Nominees at the Annual Meeting. The Reporting Persons reserve the right to take any action they deem appropriate related to this issue. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated as follows: (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 105,533,774 shares of Common Stock outstanding and 752,740 shares of Preferred Stock outstanding as of July 25, 2006, as reported in the Issuer's DEFC 14A, filed with the Securities and Exchange Commission on July 27, 2006. As of the close of business on October 18, 2006, WIHP, WIAP, WITR, BPIP and BPP beneficially owned 3,039,915, 2,911,700, 744,000, 1,810,050 and 1,525,175 shares of Common Stock, respectively, constituting approximately 2.9%, 2.8%, 0.7%, 1.7% and 1.4%, respectively, of the shares of Common Stock outstanding. WILLC beneficially owned 6,695,615 shares of Common Stock, constituting approximately 6.3% of the shares of Common Stock outstanding. Mr. Lipson beneficially owned 6,696,516 shares of Common Stock, constituting approximately 6.3% of the shares of Common Stock outstanding. Each of WIAP, WILLC and Mr. Lipson beneficially owned 7,200 shares of Preferred Stock, constituting less than one percent of the shares of Preferred Stock outstanding. Mr. Franzblau beneficially owned 1,810,050 shares of Common Stock, constituting approximately 1.7% of the shares of Common Stock outstanding. Mr. Dunmire beneficially owned 1,525,175 shares of Common Stock, constituting approximately 1.4% of the shares of Common Stock outstanding. Mr. Ferguson beneficially owned 3,335,225 shares of Common Stock, constituting approximately 3.2% of the shares of Common Stock outstanding. Mr. DeRosa and Ms. Nakajima both owned 100 shares of Common Stock, constituting less than one percent of the shares of Common Stock outstanding. As the general partner, managing member or investment manager, as the case may be, of WIHP, WIAP and WITR, WILLC may be deemed to beneficially own the 6,695,615 shares of Common Stock and 7,200 shares of Preferred Stock, owned in the aggregate by WIHP, WIAP and WITR. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 6,695,615 shares of Common Stock and 7,200 shares of Preferred Stock beneficially owned by WILLC, in addition to the 901 shares of Common Stock owned directly by Mr. Lipson. As the managing member of BPIP, BPM may be deemed to beneficially own the 1,810,050 shares of Common Stock owned by BPIP. As the managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 1,810,050 shares of Common Stock beneficially owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 1,525,175 shares of Common Stock owned by BPP. As the President and Chairman of the Board, respectively, of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 1,525,175 shares of Common Stock beneficially owned by PPNW. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 19 of 72 Pages ---------------------- ---------------------- Each of WILLC, Mr. Lipson, WIHP, WIAP and WITR disclaims beneficial ownership of the shares of Common Stock Stock beneficially owned by the other Reporting Persons. Each of Mr. DeRosa and Ms. Nakajima disclaim beneficial ownership of the shares of Common Stock and Preferred Stock beneficially owned by the other Reporting Persons. Each of BPIP, BPM and Mr. Franzblau disclaim beneficial ownership of the shares of Common Stock and Preferred Stock beneficially owned by the other Reporting Persons. Each of BPP, PPNW and Mr. Dunmire disclaim beneficial ownership of the shares of Common Stock and Preferred Stock beneficially owned by the other Reporting Persons. Mr. Ferguson disclaims beneficial ownership of the shares of Common Stock and Preferred Stock beneficially owned by the other Reporting Persons, with the exception of BPIP, BPM, BPP and PPNW. (b) WILLC has sole voting and investment power over WIHP's, WIAP's and WITR's security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WIHP's, WIAP's and WITR's voting and investment decisions. Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the shares of Common Stock and Preferred Stock reported as beneficially owned by WIHP, WIAP and WITR by virtue of their respective positions as described in paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WIAP nor WITR has voting or dispositive control over the shares of Common Stock beneficially owned by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson, Mr. Dunmire, Mr. DeRosa or Ms. Nakajima. Neither Mr. DeRosa nor Ms. Nakajima has voting or dispositive control over the shares of Common Stock or Preferred Stock beneficially owned by the other Reporting Persons. Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by BPP by virtue of their respective positions as described in paragraph (a). Each of BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by BPIP by virtue of their respective positions as described in paragraph (a). Neither BPP, PPNW nor Mr. Dunmire has voting or dispositive control over the shares of Common Stock or Preferred Stock beneficially owned by the other Reporting Persons. Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive control over the shares of Common Stock or Preferred Stock beneficially owned by the other Reporting Persons. Mr. Ferguson has no voting or dispositive control over the shares of Common Stock or Preferred Stock beneficially owned by the other Reporting Persons, with the exception of BPIP, BPM, BPP and PPNW. (c) Schedule A attached hereto reports all transactions in the shares of Common Stock and Preferred Stock by the Reporting Persons effected since the last transaction reported in Amendment No. 5 to the Schedule 13D. Except where otherwise noted, all of such transactions were effected in the open market. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 20 of 72 Pages ---------------------- ---------------------- (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock or Preferred Stock, as the case may be. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons entered into an Amendment to Joint Filing and Solicitation Agreement, dated October 16, 2006 (the "Amendment"), whereby the parties thereto amended the Joint Filing and Solicitation Agreement, made July 3, 2006 (the "Joint Filing and Solicitation Agreement" and as amended by the Amendment, the "Amended Joint Filing and Solicitation Agreement"). Pursuant to the Amended Joint Filing and Solicitation Agreement, among other things, (a) the parties thereto agreed that the terms and agreements set forth in the Joint Filing and Solicitation Agreement remain in effect with respect to the Annual Meeting, (b) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (c) the parties agreed to vote in favor of the election of the Nominees and stockholder proposal submitted by WIHP to the issuer and to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Arthur D. Lipson at the Annual Meeting and in favor of the approval of the stockholder proposal submitted by WIHP to the Issuer (the "Solicitation"), (d) WILLC agreed to indemnify and hold each of Paul DeRosa and Robert Ferguson harmless from and against any and all claims of any nature, whenever brought, arising from such Nominee's nomination for election as director of Issuer, and the Solicitation, and (e) WILLC agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. WIHP, WIAP, WITR, BPIP, BPM, BPP and PPNW have separately agreed to reimburse WILLC on a pro rata basis for these expenses. David B. Ford withdrew from the Joint Filing and Solicitation Agreement and is not party to the Solicitation. The Amendment is attached as an exhibit hereto and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Nomination Letter from Arthur D. Lipson to Tri-Continental Corporation, dated October 17, 2006. 2. Amendment to Joint Filing and Solicitation Agreement by and among Western Investment LLC, Western Investment Hedged Partners LP, Western Investment Activism Partners LLC, Western Investment Total Return Master Fund Ltd., Arthur D. Lipson, Paul DeRosa, Elyse Nakajima, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson and Michael Dunmire, dated October 16, 2006. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 21 of 72 Pages ---------------------- ---------------------- 3. Power of Attorney of Elyse Nakajima 4. Power of Attorney of David B. Ford ---------------------- ---------------------- CUSIP No. 895436103 13D Page 22 of 72 Pages ---------------------- ---------------------- SIGNATURES ---------- After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 20, 2006 WESTERN INVESTMENT LLC By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Sole Member WESTERN INVESTMENT HEDGED PARTNERS L.P. By: Western Investment LLC, Its General Partner By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment LLC, Its Managing Member By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. By: Western Investment LLC, Its Investment Manager By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member ---------------------- ---------------------- CUSIP No. 895436103 13D Page 23 of 72 Pages ---------------------- ---------------------- BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., Its Managing Member By: /s/ Scott Franzblau ------------------------------------ Name: Scott Franzblau Title: Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau ------------------------------------ Name: Scott Franzblau Title: Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: Managing Member BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc. Its Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: President By: /s/ Michael Dunmire ------------------------------------ Name: Michael Dunmire Title: Chairman of the Board PARADIGM PARTNERS, N.W., INC. By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: President By: /s/ Michael Dunmire ------------------------------------ Name: Michael Dunmire Title: Chairman of the Board ---------------------- ---------------------- CUSIP No. 895436103 13D Page 24 of 72 Pages ---------------------- ---------------------- /s/ Arthur D. Lipson ---------------------------------------- ARTHUR D. LIPSON /s/ Scott Franzblau ---------------------------------------- SCOTT FRANZBLAU /s/ Robert Ferguson ---------------------------------------- ROBERT FERGUSON /s/ Michael Dunmire ---------------------------------------- MICHAEL DUNMIRE /s/ Paul DeRosa ---------------------------------------- PAUL DEROSA ---------------------- ---------------------- CUSIP No. 895436103 13D Page 25 of 72 Pages ---------------------- ---------------------- ELYSE NAKAJIMA By: /s/ Arthur D. Lipson ------------------------------------ Arthur D. Lipson, as Attorney-in-Fact for Elyse Nakajima ---------------------- ---------------------- CUSIP No. 895436103 13D Page 26 of 72 Pages ---------------------- ---------------------- DAVID B. FORD By: /s/ Arthur D. Lipson ------------------------------------ Arthur D. Lipson, as Attorney-in-Fact for David B. Ford ---------------------- ---------------------- CUSIP No. 895436103 13D Page 27 of 72 Pages ---------------------- ---------------------- SCHEDULE A ---------- PURCHASES AND SALES IN THE COMMON STOCK OF TRI-CONTINENTAL SINCE THE LAST TRANSACTION REPORTED IN AMENDMENT NO. 5 TO THE SCHEDULE 13D Transaction Quantity Date Price ($) ----------- -------- ---- --------- WESTERN INVESTMENT HEDGED PARTNERS, L.P. Sell 65,100 09/20/06 20.8121 Sell 70,000 09/21/06 20.7761 WESTERN INVESTMENT ACTIVISM PARTNERS LLC Sell 75,600 09/18/06 20.7031 Sell 164,300 09/19/06 20.7018 Sell 130,000 09/22/06 20.6702 Buy 7,000 09/29/06 20.9565 Buy 18,300 10/06/06 21.0410 WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. Buy 16,600 07/11/06 19.4179 Buy 4,000 07/13/06 19.1375 Buy 1,300 07/14/06 18.8919 Buy 53,100 07/17/06 18.9185 Buy 42,400 07/18/06 18.9227 Buy 10,500 07/19/06 19.1424 Buy 29,300 07/19/06 19.2811 Buy 7,100 07/20/06 19.3516 Buy 19,200 07/24/06 19.2967 Sell 3,000 07/24/06 19.2211 Buy 17,900 07/25/06 19.3654 Buy 22,500 07/26/06 19.4883 Buy 12,200 07/27/06 19.6288 Buy 23,100 07/28/06 19.6993 Buy 3,900 07/31/06 19.7273 Buy 7,400 08/01/06 19.6111 Buy 11,700 08/02/06 19.6929 Buy 21,900 08/03/06 19.7309 Buy 1,400 08/07/06 19.5721 Buy 6,500 08/08/06 19.6008 Buy 20,300 08/09/06 19.6371 Buy 39,900 08/10/06 19.4416 Buy 7,000 08/14/06 19.5791 BENCHMARK PLUS PARTNERS, L.L.C. Buy 2,300 08/28/06 20.2500 Buy 100 09/20/06 20.9050 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 28 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. Buy 20,000 08/15/06 19.7221 Buy 19,100 08/16/06 19.9379 Buy 27,200 08/17/06 20.0425 Buy 38,300 08/18/06 20.2663 Buy 1,900 08/24/06 20.1861 Buy 100 08/25/06 20.3050 Buy 82,100 08/29/06 20.2887 Buy 6,900 08/30/06 20.3558 Buy 16,400 08/31/06 20.4765 Buy 40,200 09/01/06 20.5042 Buy 15,000 09/05/06 20.5454 Buy 25,000 09/13/06 20.4662 Buy 100 09/14/06 20.6250 Buy 1,700 09/15/06 20.6209 Buy 200 09/18/06 20.7650 PURCHASES AND SALES IN THE PREFERRED STOCK OF TRI-CONTINENTAL SINCE THE LAST TRANSACTION REPORTED IN AMENDMENT NO. 5 TO THE SCHEDULE 13D WESTERN INVESTMENT ACTIVISM PARTNERS LLC Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 200 07/21/06 42.0585 Buy 300 07/26/06 41.9600 Buy 500 08/02/06 42.2265 Buy 100 08/07/06 42.2700 Buy 1,900 08/09/06 42.2137 Buy 1,100 08/17/06 42.9345 Buy 100 08/18/06 43.1085 Buy 300 08/22/06 43.1500 Buy 500 08/25/06 43.2900 Buy 100 08/30/06 43.3000 Buy 200 08/31/06 43.6000 Buy 200 09/25/06 44.5500 Buy 700 09/26/06 44.4300 Buy 1,000 10/05/06 44.5300 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 29 of 72 Pages ---------------------- ---------------------- Exhibit 1 ARTHUR D. LIPSON C/O WESTERN INVESTMENT LLC 2855 EAST COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 October 17, 2006 BY HAND Tri-Continental Corporation c/o Seligman Data Corp. 100 Park Avenue New York, New York 10017 Attn: Corporate Secretary Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS DIRECTORS AT ANNUAL MEETING OF STOCKHOLDERS OF TRI-CONTINENTAL CORPORATION Dear Sir: This letter shall serve to satisfy the advance notice requirements of Article II, Section 10 of the Amended and Restated Bylaws (the "Bylaws") of Tri-Continental Corporation ("Tri-Continental") as to the nomination by Arthur D. Lipson of three (3) nominees for election to the Board of Directors of Tri-Continental (the "Tri-Continental Board") at the next annual meeting of stockholders of Tri-Continental, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter and all Exhibits attached hereto are collectively referred to as the "Notice." Arthur D. Lipson is the beneficial owner of 6,696,516 shares of common stock, $.50 par value per share (the "Common Stock"), of Tri-Continental, 900 shares of which are held of record by Arthur D. Lipson, and is the beneficial owner of 7,200 shares of $2.50 cumulative preferred stock (the "Preferred Stock"). Arthur D. Lipson's address, as believed to appear on Tri-Continental's books, is P.O. Box 71869, Salt Lake City, Utah 84171. Through this Notice, Arthur D. Lipson hereby nominates and notifies you of his intent to nominate Arthur D. Lipson, Paul DeRosa and Robert Ferguson as nominees (the "Nominees") to be elected to the Tri-Continental Board at the Annual Meeting. Arthur D. Lipson believes that the terms of three (3) directors currently serving on the Tri-Continental Board expire at the Annual Meeting. To the extent there are in excess of three (3) vacancies on the Tri-Continental Board to be filled by election at the Annual Meeting or Tri-Continental increases the size of the Tri-Continental Board above its existing size, Arthur D. Lipson reserves the right to nominate additional nominees to be elected to the Tri-Continental Board at the Annual Meeting. Any additional nominations made pursuant to the preceding sentence are without prejudice to the position of Arthur D. Lipson that any attempt by Tri-Continental to increase the size of the Tri-Continental Board or to reconstitute or reconfigure the classes on which the current directors serve would constitute an unlawful manipulation of Tri-Continental's corporate machinery. Additionally, if this Notice shall be deemed for any reason to be ineffective with respect to the nomination of any of the Nominees at the ---------------------- ---------------------- CUSIP No. 895436103 13D Page 30 of 72 Pages ---------------------- ---------------------- Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Arthur D. Lipson. The information concerning the Nominees required by Article II, Section 10 of the Bylaws is set forth below: (i) NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF THE NOMINEES: Name and Age Business Address Residence Address ------------ ---------------- ----------------- Arthur D. Lipson c/o Western Investment LLC 8011 S. Dazzling View Circle (Age 63) 2855 E. Cottonwood Parkway, Suite 110 Salt Lake City, UT 84121 Salt Lake City, UT 84121 Paul DeRosa c/o MT Lucas, LLC 71 Forest Road (Age 64) 730 Fifth Avenue Tenafly, NJ 07670 New York, NY 10019 Robert Ferguson c/o Benchmark Plus Management, L.L.C. 6135 Bayview Drive NE (Age 50) 820 A Street, Suite 700 Tacoma, WA 98422 Tacoma, WA 98402 (ii) CLASS, SERIES AND NUMBER OF SHARES OF STOCK OF TRI-CONTINENTAL THAT ARE BENEFICIALLY OWNED BY THE NOMINEES: Name Class / Series Beneficial Ownership ---- -------------- -------------------- Arthur D. Lipson Common Stock, Mr. Lipson beneficially owns 6,696,516 shares of Common $.50 par value Stock and 7,200 shares of Preferred Stock consisting of 901 shares of Common Stock held directly by Mr. Lipson $2.50 Cumulative and 6,695,615 shares of Common Stock and 7,200 shares of Preferred Stock Preferred Stock beneficially owned by Western Investment LLC ("WILLC"). Mr. Lipson may be deemed to beneficially own the 6,695,615 shares of Common Stock and the 7,200 shares of Preferred Stock beneficially owned by WILLC by virtue of his ability to vote and dispose of such shares as the sole managing member of WILLC. Paul DeRosa Common Stock, Mr. DeRosa beneficially owns 100 shares of Common Stock. $.50 par value Robert Ferguson Common Stock, Mr. Ferguson may be deemed to beneficially own the $.50 par value 1,810,050 shares of Common Stock beneficially owned by Benchmark Plus Institutional Partners, L.L.C. ("BPIP") by ---------------------- ---------------------- CUSIP No. 895436103 13D Page 31 of 72 Pages ---------------------- ---------------------- virtue of his ability to vote and dispose of such shares as a managing member of Benchmark Plus Management, L.L.C. ("BPM"), which in turn is the managing member of BPIP. Mr. Ferguson may also be deemed to beneficially own the 1,525,175 shares of Common Stock beneficially owned by Benchmark Plus Partners, L.L.C. ("BPP") by virtue of his ability to vote and dispose of such shares as a President of Paradigm Partners, N.W., Inc. ("PPNW"), which in turn is the managing member of BPP. (iii) THE DATE SUCH SHARES WERE ACQUIRED AND THE INVESTMENT INTENT OF SUCH ACQUISITION: Name Date Acquired Investment Intent ---- ------------- ----------------- Arthur D. Lipson The date of purchase and number of See below. shares acquired by Mr. Lipson and the Stockholder Associated Persons (as defined in the Bylaws) listed in Section (vi) of this Notice are set forth in Exhibit A and in the Schedule 13D filed and to be filed with the Securities and Exchange Commission with respect to the securities of Tri-Continental. Mr. Lipson may be deemed to beneficially own the shares beneficially owned by WILLC but does not have the power to vote or dispose, and disclaims beneficial ownership of, the shares beneficially owned by BPIP and BPP. Paul DeRosa The date of acquisition and number Mr. DeRosa acquired the shares as a gift of shares acquired by Mr. DeRosa are from Western Investment Hedged Partners set forth in Exhibit A and in the L.P. and reserves the right to take any Schedule 13D filed and to be filed and all action permitted by law with with the Securities and Exchange respect to his shareholding in Commission with respect to the Tri-Continental. securities of Tri-Continental. Robert Ferguson The date of acquisition and number See below. of shares acquired by Mr. Ferguson ---------------------- ---------------------- CUSIP No. 895436103 13D Page 32 of 72 Pages ---------------------- ---------------------- are set forth in Exhibit A and in the Schedule 13D filed and to be filed with the Securities and Exchange Commission with respect to the securities of Tri-Continental. Mr. Lipson and Mr. Ferguson purchased their respective shareholdings in Tri-Continental based on their belief that the Tri-Continental shares, when purchased, were undervalued and represented an investment opportunity. Mr. Lipson and Mr. Ferguson are concerned by the persistent discount to net asset value at which the shares of Tri-Continental have been trading. They believe that the Board of Directors of Tri-Continental has not been taking appropriate action to cause the discount to net asset value to be eliminated or reduced. They intend to engage in discussions with management and the Board of Directors of Tri-Continental and other stockholders about possible solutions to the discount to net asset value at which Tri-Continental's shares have been trading. Mr. Lipson and Mr. Ferguson reserve the right to take any other action they deem appropriate related to this issue. Mr. Lipson and Mr. Ferguson intend to review their investment in Tri-Continental on a continuing basis and engage in discussions with management and the Board of Directors of Tri-Continental concerning the business, operations and future plans of Tri-Continental. Depending on various factors including, without limitation, Tri-Continental's financial position and investment strategy, the price levels of its shares, conditions in the securities markets and general economic and industry conditions, Mr. Lipson and Mr. Ferguson may in the future take such actions with respect to their investment in Tri-Continental as they deem appropriate including, without limitation, seeking additional board representation, making proposals to Tri-Continental concerning the operations of Tri-Continental, purchasing additional Tri-Continental shares, selling some or all of their Tri-Continental shares, or changing their intention with respect to any and all matters referred. (iv) WHETHER THE STOCKHOLDERS GIVING THE NOTICE BELIEVE ANY NOMINEE IS, OR IS NOT, AN "INTERESTED PERSON" OF TRI-CONTINENTAL, AS DEFINED IN THE 1940 ACT, AND INFORMATION REGARDING SUCH INDIVIDUAL THAT IS SUFFICIENT, IN THE DISCRETION OF THE BOARD OF DIRECTORS OR ANY COMMITTEE THEREOF OR ANY AUTHORIZED OFFICER OF TRI-CONTINENTAL, TO MAKE SUCH DETERMINATION: Arthur D. Lipson does not believe any Nominee is an "interested person" of Tri-Continental, as defined in the Investment Company Act of 1940. Arthur D. Lipson does not believe there is any relevant information other than the information already set forth herein regarding any of the Nominees that would allow the Tri-Continental Board or any committee thereof or any authorized officer to make a determination to the contrary. (v) ANY OTHER BUSINESS THAT THE STOCKHOLDER PROPOSES TO BRING BEFORE THE ANNUAL MEETING, A DESCRIPTION OF SUCH BUSINESS, THE REASONS FOR PROPOSING SUCH BUSINESS AT THE ANNUAL MEETING AND ANY MATERIAL INTEREST ---------------------- ---------------------- CUSIP No. 895436103 13D Page 33 of 72 Pages ---------------------- ---------------------- IN SUCH BUSINESS OF SUCH STOCKHOLDER AND ANY STOCKHOLDER ASSOCIATED PERSON (AS DEFINED IN THE BYLAWS), INDIVIDUALLY OR IN THE AGGREGATE, INCLUDING ANY ANTICIPATED BENEFIT TO THE STOCKHOLDER AND THE STOCKHOLDER ASSOCIATED PERSON THEREFROM; In addition to the election of the Nominees, Western Investment Hedged Partners L.P. ("WIHP") has submitted a resolution and supporting statement (the "Stockholder Proposal") pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be included in Tri-Continental's proxy statement in respect of the Annual Meeting. A copy of the letter dated October 16, 2006 from WIHP to Tri-Continental submitting the Stockholder Proposal is attached as EXHIBIT B hereto. The supporting statement enumerates the reasons for proposing the resolution. Mr. Lipson is the managing member of Western Investment LLC, the general partner of WIHP. Other than through their interests as stockholders, Arthur D. Lipson and any Stockholder Associated Persons have no material interest in such Stockholder Proposal, individually or in the aggregate. (vi) CLASS, SERIES AND NUMBER OF SHARES OF STOCK OF TRI-CONTINENTAL WHICH ARE OWNED BY THE STOCKHOLDERS GIVING THE NOTICE AND STOCKHOLDER ASSOCIATED PERSONS (AS DEFINED IN THE BYLAWS), AND THE NOMINEE HOLDER FOR, AND NUMBER OF, SHARES OWNED BENEFICIALLY BUT NOT OF RECORD BY SUCH STOCKHOLDERS AND BY ANY SUCH STOCKHOLDER ASSOCIATED PERSONS: The following table sets forth the name, address and beneficial ownership of securities of the Stockholders giving this Notice as well as all the members of the Group (as defined herein). Reference is made to the Schedule 13D filed and to be filed with the Securities and Exchange Commission for more information regarding the members of the Group. Name Class / Series Ownership / Nominee Holder ---- -------------- -------------------------- Western Investment Hedged Common Stock, 1,000 shares owned of record. Partners L.P. $.50 par value 3,039,915 shares owned beneficially, (1,000 shares of which are held of record and 3,038,915 shares of which are owned of record by Cede & Co.). Western Investment Activism Common Stock, 2,911,700 shares of Common Stock and 7,200 Partners LLC ("WIAP") $.50 par value, shares of Preferred Stock owned $2.50 Cumulative beneficially (owned of record by Cede & Preferred Stock Co.). Western Investment Total Return Common Stock, 744,000 shares owned beneficially (owned of Master Fund Ltd. ("WITR") $.50 par value record by Cede & Co.). ---------------------- ---------------------- CUSIP No. 895436103 13D Page 34 of 72 Pages ---------------------- ---------------------- Western Investment LLC Common Stock, As the general partner, managing member, $.50 par value, and investment manager, as the case may be, $2.50 Cumulative of WIHP, WIAP, and WITR, WILLC may be Preferred Stock deemed to beneficially own the 6,695,615 shares of Common Stock and the 7,200 shares of Preferred Stock owned in the aggregate by WIHP, WIAP and WITR, as set forth in further detail in this Section (vi). Arthur D. Lipson Common Stock, 900 shares of Common Stock owned of record $.50 par value, and one share of Common Stock owned $2.50 Cumulative beneficially (owned of record by Cede & Preferred Stock Co.). Mr. Lipson may also be deemed to beneficially own the 6,695,615 shares of Common Stock and the 7,200 shares of Preferred Stock beneficially owned by WILLC by virtue of his ability to vote and dispose of such shares as the sole managing member of WILLC. Benchmark Plus Institutional Common Stock, 1,810,050 shares owned beneficially (owned Partners, L.L.C. $.50 par value of record by Cede & Co.). Benchmark Plus Management, Common Stock, BPM may be deemed to beneficially own the L.L.C. $.50 par value 1,810,050 shares beneficially owned by BPIP by virtue of its ability to vote and dispose of such shares as the managing member of BPIP. Benchmark Plus Partners, L.L.C. Common Stock, 1,525,175 shares owned beneficially (owned $.50 par value of record by Cede & Co.). Paradigm Partners, N.W., Inc. Common Stock, PPNW may be deemed to beneficially own the $.50 par value 1,525,175 shares beneficially owned by BPP by virtue of its ability to vote and dispose of such shares as the managing member of BPP. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 35 of 72 Pages ---------------------- ---------------------- Scott Franzblau Common Stock, Mr. Franzblau may be deemed to beneficially $.50 par value own the 1,810,050 shares beneficially owned by BPIP by virtue of his ability to vote and dispose of such shares as a managing member of BPM, which in turn is the managing member of BPIP. Robert Ferguson Common Stock, Mr. Ferguson may be deemed to beneficially $.50 par value own the 1,810,050 shares beneficially owned by BPIP by virtue of his ability to vote and dispose of such shares as a managing member of BPM, which in turn is the managing member of BPIP. Mr. Ferguson may also be deemed to beneficially own the 1,525,175 shares beneficially owned by BPP by virtue of his ability to vote and dispose of such shares as a President of PPNW, which in turn is the managing member of BPP. Michael Dunmire Common Stock, Mr. Dunmire may be deemed to beneficially $.50 par value own the 1,525,175 shares beneficially owned by BPP by virtue of his ability to vote and dispose of such shares as Chairman of PPNW, which in turn is the managing member of BPP. Elyse Nakajima Common Stock, 100 shares owned of record. $.50 par value Paul DeRosa Common Stock, 100 shares owned beneficially (owned of $.50 par value record by Cede & Co.). (vii) THE NAME AND ADDRESS, AS BELIEVED TO APPEAR ON TRI-CONTINENTAL'S STOCK LEDGER, AND CURRENT NAME AND ADDRESS, IF DIFFERENT, OF THE STOCKHOLDER GIVING THE NOTICE AND STOCKHOLDER ASSOCIATED PERSONS (AS DEFINED IN THE BYLAWS) WHO CURRENTLY BENEFICIALLY OWN SHARES: (a) STOCKHOLDER GIVING THE NOTICE NAME / ADDRESS ON STOCK LEDGER Arthur D. Lipson Arthur D. Lipson c/o Western Investment LLC P.O. Box 71869 2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84171 Salt Lake City, Utah 84121 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 36 of 72 Pages ---------------------- ---------------------- (b) STOCKHOLDER ASSOCIATED PERSONS Western Investment Hedged Partners L.P. Same 2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84121 Western Investment Activism Partners LLC N/A 2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84121 Western Investment Total Return Master Fund Ltd. N/A 2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84121 Western Investment LLC N/A 2855 East Cottonwood Parkway, Suite 110 Salt Lake City, Utah 84121 Benchmark Plus Institutional Partners, L.L.C. N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Benchmark Plus Management, L.L.C. N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Benchmark Plus Partners, L.L.C. N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Paradigm Partners, N.W., Inc. N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Scott Franzblau N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Robert Ferguson N/A 820 A Street, Suite 700 Tacoma, Washington 98402 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 37 of 72 Pages ---------------------- ---------------------- Michael Dunmire N/A 820 A Street, Suite 700 Tacoma, Washington 98402 Elyse Nakajima Same 545 West 111th Street, Apt. 5B New York, NY 10025 Paul DeRosa N/A c/o MT Lucas, LLC 730 Fifth Avenue New York, NY 10019 (viii) TO THE EXTENT KNOWN BY THE STOCKHOLDER GIVING THE NOTICE, THE NAME AND ADDRESS OF ANY OTHER STOCKHOLDER SUPPORTING THE NOMINEES FOR ELECTION AS A DIRECTOR ON THE DATE OF THIS NOTICE: As of the date hereof, Arthur D. Lipson is not aware of any other stockholder supporting the Nominees for election at the Annual Meeting other than the persons and entities named in this Notice. (ix) ALL OTHER INFORMATION RELATING TO THE NOMINEES THAT IS REQUIRED TO BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS IN AN ELECTION CONTEST, OR IS OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A UNDER THE EXCHANGE ACT AND THE RULES THEREUNDER: ARTHUR D. LIPSON has been managing private investment partnerships since 1995. He has been the sole managing member of WILLC, a Delaware limited liability company that has acted as the general partner, managing member or investment manager, as the case may be, of private investment partnerships in the Western Investment funds since 1997. Western Investment specializes in investing in undervalued companies. Mr. Lipson has additional substantial experience in sales & trading and research, including previously heading all fixed income research for Lehman Brothers and for Paine Webber, was a known leader in the industry, and created, among other things, the Lehman Brothers bond indices. Mr. Lipson received a Masters of Science from Columbia University and a Bachelor of Science from the California Institute of Technology. PAUL DEROSA has been a principal since November 1998 of Mt. Lucas Management Corporation, an asset management company. From March 1988 to July 1995, Mr. DeRosa served as Managing Director of Eastbridge Capital Inc., a bond trading company. Previously, Mr. DeRosa served in various capacities with Citibank NA, including as a Division Head of Citicorp Investment Bank where he was entrusted with the responsibility of managing Citibank's proprietary bond portfolio. He also has extensive experience supervising the investment management process. Mr. DeRosa is currently a director of Intervest Bancshares Corporation (ticker: IBCA), a highly successful financial holding company. Mr. DeRosa received a Ph.D. in Economics from Columbia University and has served as a staff economist for the Federal Reserve Bank of New York. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 38 of 72 Pages ---------------------- ---------------------- ROBERT FERGUSON has served as a principal of Benchmark Plus Management, L.L.C., the managing member of BPIP, since 1997. BPIP is in the business of acquiring, holding and disposing of investments in various companies. Mr. Ferguson received a Master of Business Administration degree from The Wharton School of Business, University of Pennsylvania and a Bachelor of Science degree in Business Administration from Oregon State University. For information regarding transactions during the past two years of securities of Tri-Continental by the persons and entities named herein, please see EXHIBIT A. As of October 16, 2006, the dollar range of shares of Tri-Continental beneficially owned by each Nominee is as follows: AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES DOLLAR RANGE OF EQUITY IN ALL FUNDS TO BE OVERSEEN BY NOMINEE IN NAME OF NOMINEE SECURITIES IN TRI-CONTINENTAL SELIGMAN FAMILY OF INVESTMENT COMPANIES Arthur D. Lipson Over $100,000 Over $100,000 Paul DeRosa $1 to $10,000 $1 to $10,000 Robert Ferguson Over $100,000 Over $100,000 If elected to the Tri-Continental Board, the Nominees would not oversee any registered investment company within the Seligman family of investment companies other than Tri-Continental. WIHP, WIAP, WITR, WILLC, Arthur D. Lipson, Paul DeRosa, Elyse Nakajima, BPIP, BPM, BPP, PPNW, Scott Franzblau, Robert Ferguson and Michael Dunmire (collectively, the "Group") entered into an Amendment to Joint Filing and Solicitation Agreement, dated October 16, 2006 (the "Amendment"), whereby the parties thereto amended the Joint Filing and Solicitation Agreement, made July 3, 2006 (the "Joint Filing and Solicitation Agreement" and as amended by the Amendment, the "Amended Joint Filing and Solicitation Agreement"). Pursuant to the Amended Joint Filing and Solicitation Agreement, among other things, (a) the parties thereto agreed that the terms and agreements set forth in the Joint Filing Agreement remain in effect with respect to the Annual Meeting, (b) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Tri-Continental, (c) the parties agreed to vote in favor of the election of the Nominees and the Stockholder Proposal and to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Arthur D. Lipson at the Annual Meeting and in favor of the approval of the Stockholder Proposal (the "Solicitation"), (d) WILLC agreed to indemnify and hold each of Paul DeRosa and Robert Ferguson harmless from and against any and all claims ---------------------- ---------------------- CUSIP No. 895436103 13D Page 39 of 72 Pages ---------------------- ---------------------- of any nature, whenever brought, arising from such Nominee's nomination for election as director of Tri-Continental, and the Solicitation, and (e) WILLC agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. David B. Ford withdrew from the Joint Filing and Solicitation Agreement and is not party to the Solicitation. The information contained in the Schedule 13D filed or to be filed by the members of the Group with respect to Tri-Continental is deemed incorporated by reference herein and accordingly all information contained in this Notice is deemed to be supplemented by the information in the Schedule 13D. Other than as stated above, there are no arrangements or understandings between Arthur D. Lipson and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made, other than the consents by the Nominees to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Arthur D. Lipson in connection with the Annual Meeting and to serve as a director of Tri-Continental, if so elected. Such consents are attached hereto as EXHIBIT C. Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of Tri-Continental; (iii) no Nominee owns any securities of Tri-Continental which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of Tri-Continental during the past two years; (v) no part of the purchase price or market value of the securities of Tri-Continental owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Tri-Continental, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of Tri-Continental; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Tri-Continental; (ix) no Nominee or any of his/her associates was a party to any transaction, or series of similar transactions, since the beginning of Tri-Continental's last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Tri-Continental or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; and (x) no Nominee or any of his/her associates has any arrangement or understanding with any person with respect to any future employment by Tri-Continental or its affiliates, or with respect to any future transactions to which Tri-Continental or any of its affiliates will or may be a party. WIHP, WIAP, WITR, BPIP and BPP purchased their Tri-Continental shares in margin accounts, where they are held together with other publicly traded securities. Arthur D. Lipson intends to appear in person or by proxy at the Annual Meeting to nominate the persons specified in this Notice for election to the Tri-Continental Board. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 40 of 72 Pages ---------------------- ---------------------- Please address any correspondence to Arthur D. Lipson, telephone (801) 942-7803, facsimile (801) 942-1625 (with a copy to my counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors to the Tri-Continental Board are legal, valid or binding, and Arthur D. Lipson reserves the right to challenge their validity. Very truly yours, /s/ Arthur D. Lipson ------------------------------------ ARTHUR D. LIPSON ---------------------- ---------------------- CUSIP No. 895436103 13D Page 41 of 72 Pages ---------------------- ---------------------- EXHIBIT A TRANSACTIONS IN THE COMMON STOCK OF TRI-CONTINENTAL Transaction Quantity Date Price ($) ----------- -------- ---- --------- WESTERN INVESTMENT HEDGED PARTNERS, L.P. Buy 400 10/19/04 16.4910 Buy 13,000 10/20/04 16.3751 Buy 13,500 10/21/04 16.5128 Buy 18,600 10/22/04 16.5008 Buy 3,100 10/25/04 16.3207 Buy 21,900 10/26/04 16.5234 Buy 17,500 10/27/04 16.6873 Buy 12,800 10/28/04 16.8541 Buy 300 10/29/04 16.9352 Buy 27,500 11/01/04 16.9027 Buy 32,600 11/02/04 17.0161 Buy 8,300 11/02/04 16.9971 Buy 4,000 11/12/04 17.6973 Buy 5,000 11/15/04 17.7822 Buy 36,400 12/15/04 18.0468 Buy 8,400 12/27/04 18.1645 Buy 12,200 12/28/04 18.1363 Buy 16,000 12/31/04 18.2800 Buy 62,900 12/31/04 18.2800 Buy 700 01/10/05 17.9328 Buy 2,600 01/11/05 17.8423 Buy 3,000 01/13/05 17.6618 Buy 10,900 01/14/05 17.7564 Buy 17,500 01/18/05 17.7912 Buy 9,600 01/19/05 17.8072 Buy 2,000 01/21/05 17.6535 Buy 2,500 01/24/05 17.4681 Buy 200 01/27/05 17.5835 Buy 10,600 01/28/05 17.5634 Buy 7,500 01/31/05 17.6454 Buy 6,900 02/02/05 17.7666 Buy 24,400 04/18/05 17.2760 Buy 11,500 04/19/05 17.3535 Buy 10,700 04/20/05 17.1833 Buy 17,900 05/20/05 17.8302 Buy 13,800 05/23/05 17.9107 Buy 11,300 05/24/05 17.8940 Buy 26,500 05/25/05 17.8479 Buy 56,400 05/26/05 17.9034 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 42 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 5,300 05/27/05 17.9496 Buy 1,700 05/27/05 17.9585 Buy 2,000 06/03/05 18.0011 Sell 1,000 07/18/05 18.2707 Sell 1,300 07/21/05 18.4107 Buy 400 07/29/05 18.4800 Buy 2,300 10/04/05 18.2565 Buy 19,000 10/05/05 18.1118 Buy 30,400 10/06/05 17.9522 Buy 17,200 10/07/05 17.9067 Buy 1,800 10/10/05 17.8944 Buy 300 10/11/05 17.8200 Buy 2,700 10/12/05 17.6804 Buy 100 10/13/05 17.6200 Buy 27,600 10/14/05 17.6910 Buy 31,800 10/17/05 17.7842 Buy 59,800 10/18/05 17.8096 Buy 95,300 10/19/05 17.8047 Buy 5,400 10/20/05 17.9100 Buy 47,200 10/21/05 17.7650 Buy 76,500 10/24/05 17.8869 Buy 7,300 10/25/05 17.9377 Buy 8,200 10/26/05 17.9571 Buy 500 10/27/05 17.8360 Buy 11,300 10/28/05 17.8881 Buy 12,400 10/31/05 18.0410 Buy 5,900 11/02/05 18.1234 Buy 1,400 11/08/05 18.2100 Buy 6,800 11/09/05 18.2501 Buy 1,000 12/01/05 18.7680 Buy 315 12/02/05 18.7100 Buy 500 12/27/05 18.7300 Buy 15,100 12/27/05 18.7342 Buy 3,800 12/29/05 18.6602 Sell 400,000 01/06/06 19.1589 Buy 10,000 01/19/06 19.7500 Buy 5,000 01/20/06 19.7470 Buy 10,700 01/26/06 19.6019 Buy 8,600 01/27/06 19.7293 Buy 6,600 01/27/06 19.5998 Buy 9,600 01/30/06 19.7462 Buy 5,000 02/01/06 19.7170 Buy 19,800 02/02/06 19.6575 Buy 7,500 02/03/06 19.4568 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 43 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 17,200 02/06/06 19.4471 Buy 31,900 02/08/06 19.3886 Buy 9,300 02/09/06 19.5183 Buy 33,600 02/13/06 19.4685 Buy 68,100 02/14/06 19.5387 Buy 32,900 02/15/06 19.6410 Buy 30,000 03/01/06 19.9024 Buy 19,800 03/07/06 19.8846 Buy 25,200 03/08/06 19.8854 Buy 6,500 03/09/06 19.9822 Buy 64,200 03/10/06 19.9879 Buy 12,700 03/13/06 19.9850 Buy 22,500 03/14/06 20.0925 Buy 2,100 03/14/06 20.0698 Buy 16,400 03/15/06 20.1656 Buy 1,500 03/24/06 20.2985 Buy 31,200 03/30/06 20.2727 Buy 9,300 03/31/06 20.3070 Buy 19,000 04/03/06 20.3504 Buy 21,500 04/04/06 20.4136 Buy 65,500 04/05/06 20.5568 Buy 115,800 04/05/06 20.5550 Buy 1,900 04/06/06 20.5676 Sell 800 04/06/06 20.6009 Buy 3,200 04/07/06 20.5028 Buy 7,400 04/10/06 20.4461 Buy 20,400 04/11/06 20.2968 Buy 30,400 04/12/06 20.3140 Buy 16,300 04/13/06 20.2925 Buy 58,300 04/17/06 20.2629 Buy 37,200 04/18/06 20.3394 Buy 46,600 04/19/06 20.5013 Buy 38,800 04/20/06 20.5273 Buy 29,000 04/21/06 20.5664 Buy 40,500 04/24/06 20.5094 Buy 5,200 04/25/06 20.4547 Buy 21,300 04/26/06 20.5862 Buy 29,300 04/27/06 20.5772 Buy 22,100 04/28/06 20.5514 Buy 10,500 05/01/06 20.6084 Buy 27,300 05/02/06 20.5953 Buy 400,000 05/04/06 20.5625 Buy 30,000 05/04/06 20.5189 Buy 24,500 05/05/06 20.6690 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 44 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Sell 5,300 05/05/06 20.6635 Sell 900 05/05/06 20.6594 Buy 39,800 05/08/06 20.6475 Buy 59,300 05/15/06 20.0425 Buy 20,100 05/16/06 20.1099 Buy 34,400 05/17/06 19.8080 Buy 42,100 05/18/06 19.7895 Buy 39,500 05/19/06 19.7235 Buy 59,100 05/22/06 19.6808 Buy 22,900 05/23/06 19.7540 Buy 30,000 05/24/06 19.5736 Sell 12,000 06/06/06 19.5978 Sell 500 06/07/06 19.5544 Sell 200 06/08/06 19.2194 Transferred as Gift 200 07/05/06 N/A Sell 65,100 09/20/06 20.8121 Sell 70,000 09/21/06 20.7761 WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC Buy 5,300 12/03/04 17.9389 Buy 11,900 12/07/04 17.8839 Buy 15,000 12/08/04 17.7830 Buy 14,100 12/09/04 17.8686 Buy 3,000 12/10/04 17.8785 Buy 3,000 12/10/04 17.8585 Buy 42,600 12/10/04 17.8571 Buy 21,100 12/13/04 17.9713 Buy 70,000 12/15/04 18.0466 Buy 3,200 12/22/04 18.0429 Buy 6,400 12/23/04 18.1597 Buy 42,000 12/27/04 18.1635 Buy 22,500 12/29/04 18.1905 Buy 6,000 12/30/04 18.2264 Buy 4,300 12/30/04 18.2279 Buy 400 12/31/04 18.2835 Sell 5,300 03/29/05 17.6185 Sell 11,900 03/29/05 17.6185 Sell 15,000 03/29/05 17.6185 Sell 14,100 03/29/05 17.6185 Sell 42,600 03/29/05 17.6185 Sell 21,100 03/29/05 17.6185 Sell 10,000 03/29/05 17.6185 Sell 1,300 07/21/05 18.4107 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 45 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Sell 116,300 01/04/06 18.8591 Sell 716,200 01/04/06 18.8593 WESTERN INVESTMENT ACTIVISM PARTNERS LLC Buy 2,100 11/02/04 17.0084 Buy 8,500 11/03/04 17.1680 Buy 5,600 11/04/04 17.2500 Buy 52,400 11/04/04 17.3245 Buy 27,600 11/05/04 17.5197 Buy 30,500 11/05/04 17.5075 Buy 700 11/08/04 17.5028 Buy 9,200 11/10/04 17.5350 Buy 5,500 11/11/04 17.5808 Buy 7,500 11/12/04 17.7413 Buy 15,900 11/12/04 17.6966 Buy 19,300 11/15/04 17.7817 Buy 5,400 11/23/04 17.5320 Buy 5,500 12/03/04 17.9445 Buy 8,700 12/06/04 17.8893 Buy 27,100 12/06/04 17.8657 Buy 24,000 12/08/04 17.7823 Buy 20,900 12/13/04 17.9710 Buy 1,800 12/14/04 18.0085 Buy 9,100 12/14/04 18.0289 Buy 3,000 12/16/04 18.1185 Buy 5,400 12/16/04 18.0866 Buy 7,100 12/17/04 18.0631 Buy 9,000 12/23/04 18.1587 Buy 61,000 12/28/04 18.2007 Buy 30,200 12/29/04 18.1908 Buy 6,000 01/03/05 18.2943 Buy 6,000 01/04/05 17.8693 Buy 3,000 02/03/05 17.6802 Buy 9,200 02/04/05 17.7951 Buy 3,600 02/07/05 17.9199 Buy 3,000 02/09/05 17.9302 Sell 300 02/09/05 17.9242 Buy 5,400 02/15/05 18.0863 Buy 198,000 01/03/06 18.6467 Buy 832,500 01/04/06 18.8603 ------------ * Shares purchased by Western Investment Activism Partners LLC from Western Investment Institutional Partners LLC. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 46 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 52,500 01/04/06 18.8811 Buy 14,300 01/05/06 18.9374 Sell 4,200 01/05/06 18.9800 Buy 400,000 01/06/06 19.1605 Buy 1,161,000 01/06/06 19.3298 Buy 164,900 01/06/06 19.1342 Sell 1,600 01/06/06 19.1394 Sell 75,600 09/18/06 20.7031 Sell 164,300 09/19/06 20.7018 Sell 130,000 09/22/06 20.6702 Buy 7,000 09/29/06 20.9565 Buy 18,300 10/06/06 21.0410 WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. Sell 5,700 12/31/04 18.2796 Sell 3,000 12/31/04 18.2796 Sell 1,000 12/31/04 18.2796 Sell 2,100 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 600 12/31/04 18.2796 Sell 1,300 12/31/04 18.2796 Sell 500 12/31/04 18.2796 Sell 400 12/31/04 18.2796 Sell 400 12/31/04 18.2796 Sell 1,000 12/31/04 18.2800 Sell 1,700 12/31/04 18.2800 Sell 2,600 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 1,500 12/31/04 18.2800 Sell 1,200 12/31/04 18.2800 Sell 800 12/31/04 18.2800 Sell 2,000 12/31/04 18.2800 Sell 1,200 12/31/04 18.2800 Sell 2,800 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 1,700 12/31/04 18.2800 Sell 500 12/31/04 18.2800 Sell 44,900 12/31/04 18.2800 Buy 1,600 06/08/06 19.3963 Buy 3,300 06/09/06 19.3296 ------------ * Shares purchased by Western Investment Activism Partners LLC from Western Investment Institutional Partners LLC. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 47 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 14,400 06/12/06 19.2739 Buy 9,200 06/13/06 18.8823 Buy 6,600 06/15/06 19.1582 Buy 12,600 06/16/06 19.1948 Buy 3,100 06/19/06 19.0917 Buy 23,100 06/20/06 19.1099 Sell 400 06/21/06 19.2494 Buy 3,500 06/22/06 19.1228 Buy 14,300 06/26/06 19.0804 Buy 16,900 06/27/06 19.0449 Buy 27,600 06/28/06 19.0252 Buy 45,300 06/29/06 19.3292 Buy 45,700 06/30/06 19.4613 Buy 36,600 07/03/06 19.5610 Buy 17,200 07/05/06 19.5003 Buy 6,900 07/06/06 19.5522 Buy 50,600 07/07/06 19.5210 Buy 29,700 07/10/06 19.4460 Buy 16,600 07/11/06 19.4179 Buy 4,000 07/13/06 19.1375 Buy 1,300 07/14/06 18.8919 Buy 53,100 07/17/06 18.9185 Buy 42,400 07/18/06 18.9227 Buy 10,500 07/19/06 19.1424 Buy 29,300 07/19/06 19.2811 Buy 7,100 07/20/06 19.3516 Buy 19,200 07/24/06 19.2967 Sell 3,000 07/24/06 19.2211 Buy 17,900 07/25/06 19.3654 Buy 22,500 07/26/06 19.4883 Buy 12,200 07/27/06 19.6288 Buy 23,100 07/28/06 19.6993 Buy 3,900 07/31/06 19.7273 Buy 7,400 08/01/06 19.6111 Buy 11,700 08/02/06 19.6929 Buy 21,900 08/03/06 19.7309 Buy 1,400 08/07/06 19.5721 Buy 6,500 08/08/06 19.6008 Buy 20,300 08/09/06 19.6371 Buy 39,900 08/10/06 19.4416 Buy 7,000 08/14/06 19.5791 BENCHMARK PLUS PARTNERS, L.L.C. Buy 1,900 10/25/04 16.3500 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 48 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 10,600 10/26/04 16.5300 Buy 11,000 10/27/04 16.7375 Buy 14,400 11/22/04 17.6445 Buy 9,600 11/23/04 17.6415 Buy 11,700 11/24/04 17.7291 Buy 10,300 11/26/04 17.8250 Buy 3,500 11/29/04 17.8229 Buy 3,400 11/30/04 17.7088 Buy 12,700 12/14/04 18.0650 Buy 9,000 02/15/05 18.1029 Buy 3,100 02/16/05 18.1014 Buy 16,625 02/17/05 18.0405 Buy 13,700 02/18/05 18.0168 Buy 29,500 02/22/05 17.8765 Buy 41,200 02/23/05 17.8677 Buy 19,600 02/24/05 17.9110 Buy 10,000 02/25/05 18.1343 Buy 13,200 02/28/05 18.0367 Buy 8,300 03/01/05 18.1270 Buy 18,700 03/02/05 18.1543 Buy 2,000 03/02/05 18.1300 Buy 800 03/03/05 18.1750 Buy 12,300 03/03/05 18.1712 Buy 15,400 03/04/05 18.3163 Buy 13,000 03/07/05 18.4154 Buy 10,900 03/08/05 18.3435 Buy 7,000 03/09/05 18.2186 Buy 4,000 03/10/05 18.1409 Buy 4,000 03/11/05 18.1417 Buy 4,900 03/14/05 18.0937 Buy 1,700 03/15/05 18.1881 Buy 2,900 03/23/05 17.5895 Buy 3,600 03/24/05 17.6830 Buy 11,300 03/28/05 17.6806 Buy 7,500 03/29/05 17.6043 Buy 11,900 03/30/05 17.6705 Buy 5,100 03/31/05 17.7907 Buy 3,900 04/01/05 17.6739 Buy 6,500 04/04/05 17.6396 Buy 4,300 04/05/05 17.8015 Buy 1,800 04/06/05 17.9002 Buy 2,500 04/07/05 17.9313 Buy 1,800 04/08/05 17.8366 Buy 3,100 04/11/05 17.7921 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 49 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 5,500 04/12/05 17.7106 Buy 2,500 04/13/05 17.7822 Buy 12,600 04/14/05 17.6489 Buy 5,700 04/15/05 17.4753 Buy 700 04/18/05 17.2760 Buy 26,400 04/21/05 17.3440 Buy 4,900 04/22/05 17.3303 Buy 31,700 04/25/05 17.4545 Buy 17,300 04/26/05 17.4420 Buy 17,800 04/27/05 17.2971 Buy 17,600 04/29/05 17.3154 Buy 3,600 05/02/05 17.4098 Buy 1,800 05/03/05 17.4200 Buy 7,200 05/04/05 17.5924 Buy 17,800 05/05/05 17.6490 Buy 5,000 05/06/05 17.6689 Buy 14,800 05/09/05 17.6438 Buy 20,500 05/10/05 17.5859 Buy 27,100 05/11/05 17.5609 Buy 33,600 05/12/05 17.5536 Buy 29,200 05/13/05 17.4242 Buy 58,400 05/16/05 17.4859 Buy 48,000 05/17/05 17.5502 Buy 10,700 05/18/05 17.7169 Buy 24,000 05/27/05 17.9496 Buy 19,700 05/31/05 17.8876 Buy 17,900 06/01/05 17.9896 Buy 1,900 06/02/05 17.9994 Buy 3,250 06/03/05 18.0011 Buy 500 06/07/05 18.0594 Buy 1,400 06/09/05 17.9495 Buy 4,700 06/10/05 17.9077 Buy 6,500 06/13/05 17.9750 Buy 5,500 06/14/05 17.9682 Buy 2,600 06/15/05 17.9993 Buy 5,200 06/16/05 18.0634 Buy 7,600 06/17/05 18.1829 Buy 6,200 06/20/05 18.1638 Buy 16,100 06/21/05 18.1730 Buy 17,000 06/22/05 18.1789 Buy 23,000 06/23/05 18.1218 Buy 5,000 06/24/05 17.9375 Buy 1,300 06/27/05 17.8266 Buy 4,100 07/05/05 17.8661 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 50 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 700 07/06/05 17.8917 Buy 3,000 07/07/05 17.8001 Buy 4,200 07/08/05 17.9972 Buy 4,900 07/11/05 18.1280 Buy 4,200 07/12/05 18.1842 Buy 9,800 07/13/05 18.1949 Buy 2,800 07/15/05 18.2989 Buy 2,600 07/20/05 18.3866 Buy 1,100 07/27/05 18.4300 Buy 5,700 07/28/05 18.5230 Buy 1,200 08/01/05 18.4268 Buy 5,000 08/02/05 18.5069 Buy 600 08/04/05 18.4879 Buy 3,200 08/09/05 18.4103 Buy 6,500 08/10/05 18.5466 Buy 800 08/11/05 18.4636 Buy 1,000 09/09/05 18.4800 Buy 3,000 09/19/05 18.2570 Buy 13,000 03/01/06 19.9024 Buy 19,500 03/03/06 20.0710 Buy 2,100 03/06/06 20.0300 Buy 46,000 03/14/06 20.0925 Buy 7,500 03/17/06 20.3200 Buy 13,200 03/20/06 20.2923 Buy 1,000 03/20/06 20.3050 Buy 5,000 03/21/06 20.2962 Buy 17,000 03/27/06 20.2796 Buy 13,900 03/28/06 20.3101 Buy 23,100 03/29/06 20.3029 Buy 2,600 03/29/06 20.3088 Buy 7,200 03/31/06 20.2826 Buy 6,500 04/03/06 20.3516 Buy 20,200 05/24/06 19.4931 Buy 5,100 05/25/06 19.6645 Buy 400 05/30/06 19.7900 Buy 6,700 05/31/06 19.6307 Buy 9,300 06/02/06 19.9484 Buy 2,300 08/28/06 20.2500 Buy 100 09/20/06 20.9050 BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. Buy 17,000 03/10/05 18.1409 Buy 15,800 03/11/05 18.1417 Buy 19,400 03/14/05 18.0937 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 51 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 6,600 03/15/05 18.1881 Buy 200 03/16/05 17.9400 Buy 11,400 03/23/05 17.5895 Buy 14,600 03/24/05 17.6830 Buy 44,000 03/28/05 17.6806 Buy 29,800 03/29/05 17.6043 Buy 120,000 03/29/05 17.6209 Buy 47,700 03/30/05 17.6705 Buy 20,200 03/31/05 17.7907 Buy 15,400 04/01/05 17.6739 Buy 25,600 04/04/05 17.6396 Buy 17,200 04/05/05 17.8015 Buy 7,300 04/06/05 17.9002 Buy 10,200 04/07/05 17.9313 Buy 7,200 04/08/05 17.8366 Buy 12,500 04/11/05 17.7921 Buy 21,800 04/12/05 17.7106 Buy 9,900 04/13/05 17.7822 Buy 29,300 04/14/05 17.6489 Buy 22,700 04/15/05 17.4753 Buy 31,300 04/18/05 17.2760 Buy 8,000 04/21/05 17.3440 Buy 2,200 04/22/05 17.3303 Buy 10,600 04/25/05 17.4545 Buy 5,700 04/26/05 17.4420 Buy 6,000 04/27/05 17.2971 Buy 5,800 04/29/05 17.3154 Buy 1,200 05/02/05 17.4098 Buy 600 05/03/05 17.4200 Buy 1,800 05/04/05 17.5924 Buy 4,400 05/05/05 17.6490 Buy 1,200 05/06/05 17.6689 Buy 3,700 05/09/05 17.6438 Buy 5,100 05/10/05 17.5859 Buy 19,700 05/31/05 17.8876 Buy 17,900 06/01/05 17.9896 Buy 10,500 06/02/05 17.9994 Buy 4,250 06/03/05 18.0011 Buy 7,000 06/06/05 17.9114 Buy 3,000 06/07/05 18.0594 Buy 6,500 06/08/05 17.9800 Buy 7,700 06/09/05 17.9495 Buy 26,900 06/10/05 17.9077 Buy 36,600 06/13/05 17.9750 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 52 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 31,000 06/14/05 17.9682 Buy 14,600 06/15/05 17.9993 Buy 20,800 06/16/05 18.0634 Buy 31,300 06/17/05 18.1829 Buy 24,800 06/20/05 18.1638 Buy 64,500 06/21/05 18.1730 Buy 69,500 06/22/05 18.1789 Buy 84,300 06/23/05 18.1218 Buy 20,600 06/24/05 17.9375 Buy 5,100 06/27/05 17.8266 Buy 1,300 07/01/05 17.7731 Buy 16,600 07/05/05 17.8661 Buy 2,900 07/06/05 17.8917 Buy 11,100 07/07/05 17.8001 Buy 9,000 07/08/05 17.9972 Buy 19,500 07/11/05 18.1280 Buy 16,900 07/12/05 18.1842 Buy 39,000 07/13/05 18.1949 Buy 300 07/14/05 18.2800 Buy 11,300 07/15/05 18.2989 Buy 10,500 07/20/05 18.3866 Buy 3,300 07/27/05 18.4300 Buy 22,800 07/28/05 18.5230 Buy 4,800 08/01/05 18.4268 Buy 19,800 08/02/05 18.5069 Buy 700 08/03/05 18.4700 Buy 2,200 08/04/05 18.4879 Buy 12,800 08/09/05 18.4103 Buy 26,200 08/10/05 18.5466 Buy 3,100 08/11/05 18.4636 Buy 1,600 08/17/05 18.3700 Buy 1,400 08/18/05 18.3300 Buy 200 08/22/05 18.3900 Buy 200 09/06/05 18.2800 Buy 1,000 09/09/05 18.4800 Buy 600 09/16/05 18.3700 Buy 12,200 09/19/05 18.2570 Buy 17,500 02/16/06 19.7394 Buy 6,800 02/17/06 19.8256 Buy 9,800 02/21/06 19.8003 Buy 16,600 02/22/06 19.8837 Buy 7,900 02/23/06 19.9168 Buy 5,700 02/24/06 19.8868 Buy 27,000 02/27/06 19.9745 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 53 of 72 Pages ---------------------- ---------------------- Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 16,400 05/26/06 19.8188 Buy 27,600 06/01/06 19.8313 Buy 9,300 06/02/06 19.9484 Buy 20,000 08/15/06 19.7221 Buy 19,100 08/16/06 19.9379 Buy 27,200 08/17/06 20.0425 Buy 38,300 08/18/06 20.2663 Buy 1,900 08/24/06 20.1861 Buy 100 08/25/06 20.3050 Buy 82,100 08/29/06 20.2887 Buy 6,900 08/30/06 20.3558 Buy 16,400 08/31/06 20.4765 Buy 40,200 09/01/06 20.5042 Buy 15,000 09/05/06 20.5454 Buy 25,000 09/13/06 20.4662 Buy 100 09/14/06 20.6250 Buy 1,700 09/15/06 20.6209 Buy 200 09/18/06 20.7650 ARTHUR D. LIPSON Buy 1,000 12/02/05 18.7613 Transferred as Gift 100 02/24/06 N/A ---------------------- ---------------------- CUSIP No. 895436103 13D Page 54 of 72 Pages ---------------------- ---------------------- ELYSE NAKAJIMA Received as Gift 100 02/24/06 N/A PAUL DEROSA Received as Gift 100 07/05/06 N/A TRANSACTIONS IN THE PREFERRED STOCK OF TRI-CONTINENTAL WESTERN INVESTMENT ACTIVISM PARTNERS LLC Transaction Quantity Date Price ($) ----------- -------- ---- --------- Buy 200 07/21/06 42.0585 Buy 300 07/26/06 41.9600 Buy 500 08/02/06 42.2265 Buy 100 08/07/06 42.2700 Buy 1,900 08/09/06 42.2137 Buy 1,100 08/17/06 42.9345 Buy 100 08/18/06 43.1085 Buy 300 08/22/06 43.1500 Buy 500 08/25/06 43.2900 Buy 100 08/30/06 43.3000 Buy 200 08/31/06 43.6000 Buy 200 09/25/06 44.5500 Buy 700 09/26/06 44.4300 Buy 1,000 10/05/06 44.5300 ---------------------- ---------------------- CUSIP No. 895436103 13D Page 55 of 72 Pages ---------------------- ---------------------- EXHIBIT B LETTER SUBMITTING STOCKHOLDER PROPOSAL AND SUPPORTING STATEMENT WESTERN INVESTMENT HEDGED PARTNERS L.P. 2855 EAST COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 October 16, 2006 BY HAND Tri-Continental Corporation c/o Seligman Data Corp. 100 Park Avenue New York, New York 10017 Attn: Corporate Secretary Re: SUBMISSION OF STOCKHOLDER PROPOSAL FOR 2007 ANNUAL MEETING OF STOCKHOLDERS OF TRI-CONTINENTAL CORPORATION Dear Sir: Western Investment Hedged Partners L.P., a Delaware limited partnership ("Western Investment"), is submitting the resolution and supporting statement attached hereto EXHIBIT A for inclusion in the proxy statement of Tri-Continental Corporation ("Tri-Continental") in respect of the 2007 annual meeting of stockholders (the "Annual Meeting") of Tri-Continental. As of the date hereof, Western Investment is the beneficial owner of 3,039,915 shares of common stock of Tri-Continental and intends to continue to hold no less than the required number of such shares through the date of the Annual Meeting. 1,000 of such shares are held of record by Western Investment and the remaining such shares are held in Western Investment's prime brokerage accounts. Cede & Co., as the nominee of The Depository Trust Company, is the holder of record of the beneficially-owned shares. As of the date hereof, Western Investment has continuously held at least $2,000 in market value of Tri-Continental's securities entitled to be voted on the proposal for at least one year, as evidenced by copies of the Schedule 13D, and its exhibits, jointly filed by Western Investment on January 6, 2006 and all subsequent amendments thereto jointly filed by Western Investment attached hereto as EXHIBIT B. A representative of Western Investment will appear in person at the Annual Meeting to present the resolution. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 56 of 72 Pages ---------------------- ---------------------- This notice is submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended. We assume the attached resolution and supporting statement will be included in Tri-Continental's proxy material for the Annual Meeting unless we are advised otherwise in writing. Very truly yours, WESTERN INVESTMENT HEDGED PARTNERS L.P. By: Western Investment LLC, Its General Partner By: /s/ Arthur D. Lipson -------------------------------- Name: Arthur D. Lipson Title: Managing Member ---------------------- ---------------------- CUSIP No. 895436103 13D Page 57 of 72 Pages ---------------------- ---------------------- EXHIBIT A THE PROPOSAL AND SUPPORTING STATEMENT Resolved: That the stockholders hereby recommend that the board of directors of Tri-Continental Corporation be prohibited from retaining J. & W. Seligman & Co. Incorporated as investment manager, or any other investment manager which is the subject of a complaint, filed by, or which is otherwise under formal investigation by, the Securities and Exchange Commission or the office of the attorney general of any state in the United States. SUPPORTING STATEMENT Fellow investors, the safety of our investment must be our primary concern. On September 26, 2006 New York State Attorney General Eliot Spitzer filed a 75 page complaint against J. & W. Seligman & Co. Incorporated ("Seligman"), alleging multiple acts of fraud and misrepresentation, including that Seligman sanctioned numerous secret timing arrangements that cost small investors $80 million. The New York Attorney General ("AG") also accused Brian Zino, the President and Director of Seligman and Tri-Continental, of committing multiple frauds and misrepresentations. The AG's lawsuit seeks injunctive relief, disgorgement of fees and profits, and restitution, as well as penalties. The AG is accusing Seligman, among other things, of willfully permitting mutual fund timing on hundreds of occasions, a strategy the AG states is used by sophisticated investors to skim millions out of mutual funds. The AG extensively, and shockingly, quotes numerous Seligman employees warning Seligman management of these actions, and alleges that these warnings were disregarded. We do not believe that an investment manager accused of multiple frauds is the safest person to be managing the savings of Tri-Continental stockholders. Stockholders should ask how can the Tri-Continental board argue that it is serving Tri-Continental stockholders so long as it approves the retention of Seligman as Tri-Continental's investment manager. As Morningstar recently noted, "when any firm is embroiled in a toe-to-toe showdown with both the SEC and a state attorney general, that casts a dark cloud of uncertainty over said firm." Seligman may tell you that the AG's lawsuit has no merit, that it has investigated itself, that it found only four instances of the timing activity and that it has made restitution payments of $2 million. In fact, the AG has publicly stated: o Seligman's claim to have investigated itself is disingenuous because it focused on a conveniently limited time frame, omitting a period when most of the alleged skimming occurred. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 58 of 72 Pages ---------------------- ---------------------- o The frauds involving Seligman mutual funds cost small investors $80 million. WE URGE YOU TO VOTE FOR THE STOCKHOLDER PROPOSAL. THIS WILL SEND A CLEAR MESSAGE TO THE BOARD THAT POOR PERFORMANCE FROM A TROUBLED INVESTMENT MANAGER UNDER A CLOUD OF UNCERTAINTY IS NOT ACCEPTABLE. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 59 of 72 Pages ---------------------- ---------------------- EXHIBIT B [On file with Securities and Exchange Commission at http://www.sec.gov] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 60 of 72 Pages ---------------------- ---------------------- EXHIBIT C CONSENTS OF NOMINEES ROBERT FERGUSON C/O BENCHMARK PLUS MANAGEMENT, L.L.C. 820 A STREET, SUITE 700 TACOMA, WA 98402 October 16, 2006 Tri-Continental Corporation c/o Seligman Data Corp. 100 Park Avenue New York, New York 10017 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Western Investment Hedged Partners L.P. ("Western") and Arthur D. Lipson of their intention to nominate the undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at the next annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Western and/or Mr. Lipson in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Tri-Continental if elected at the Annual Meeting. Very truly yours, /s/ Robert Ferguson ------------------------------------ Robert Ferguson ---------------------- ---------------------- CUSIP No. 895436103 13D Page 61 of 72 Pages ---------------------- ---------------------- PAUL DEROSA C/O MT LUCAS, LLC 730 FIFTH AVENUE NEW YORK, NY 10019 October 16, 2006 Tri-Continental Corporation c/o Seligman Data Corp. 100 Park Avenue New York, New York 10017 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Western Investment Hedged Partners L.P. ("Western") and Arthur D. Lipson of their intention to nominate the undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at the next annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Western and/or Mr. Lipson in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Tri-Continental if elected at the Annual Meeting. Very truly yours, /s/ Paul DeRosa ------------------------------------ Paul DeRosa ---------------------- ---------------------- CUSIP No. 895436103 13D Page 62 of 72 Pages ---------------------- ---------------------- ARTHUR D. LIPSON C/O WESTERN INVESTMENT LLC 2855 E. COTTONWOOD PARKWAY, SUITE 110 SALT LAKE CITY, UTAH 84121 October 16, 2006 Tri-Continental Corporation c/o Seligman Data Corp. 100 Park Avenue New York, New York 10017 Attn: Corporate Secretary Dear Sir: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Western Investment Hedged Partners L.P. ("Western") and Arthur D. Lipson of their intention to nominate the undersigned as a director of Tri-Continental Corporation ("Tri-Continental") at the next annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named as a nominee in any proxy statement filed by Western and/or Mr. Lipson in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Tri-Continental if elected at the Annual Meeting. Very truly yours, /s/ Arthur D. Lipson ------------------------------------ Arthur D. Lipson ---------------------- ---------------------- CUSIP No. 895436103 13D Page 63 of 72 Pages ---------------------- ---------------------- Exhibit 2 AMENDMENT TO JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, the undersigned are parties to that Joint Filing and Solicitation Agreement made July 3, 2006 (the "Joint Filing Agreement") in respect of Tri-Continental Corporation, a Maryland corporation ("Tri-Continental"); WHEREAS, pursuant to the Joint Filing Agreement, Western Investment LLC ("Western Investment"), Western Investment Hedged Partners LP ("WIHP"), Western Investment Activism Partners LLC, Western Investment Total Return Master Fund Ltd., Arthur D. Lipson, Paul DeRosa, David B. Ford, Elyse Nakajima, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson and Michael Dunmire formed a group for the purpose of seeking representation on the Board of Directors of Tri-Continental; WHEREAS, the parties hereto wish to continue their efforts in respect of Tri-Continental. David B. Ford has previously withdrawn from the group as of the date hereof; WHEREAS, Mr. Lipson intends to nominate Arthur D. Lipson, Paul DeRosa and Robert Ferguson as nominees to be elected to the Board of Directors of Tri-Continental at the next annual general meeting of stockholders of Tri-Continental, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"); and WHEREAS, the parties hereto wish the terms and agreements set forth in the Joint Filing Agreement to remain in effect with respect to the Annual Meeting. NOW, IT IS AGREED, this 16th day of October 2006 by the parties hereto: 1. Each of the undersigned agrees that the terms and agreements set forth in the Joint Filing Agreement remain in effect with respect to the Annual Meeting. 2. Each of the undersigned agrees to vote in favor of and to solicit proxies or written consents in favor of the approval of the stockholder proposal and supporting statement submitted on October 17, 2006 by WIHP pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be included in Tri-Continental's proxy statement in respect of the Annual Meeting. 3. Robert Ferguson shall be, and without further act hereby is, a beneficiary of the indemnity granted by Western Investment in Section 5 of the Joint Filing Agreement to the same extent as if his name were originally set forth therein as a beneficiary and Section 5 of the Joint Filing Agreement is hereby amended and shall be read and construed to give full effect to such amendment and indemnity. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 64 of 72 Pages ---------------------- ---------------------- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Joint Filing and Solicitation Agreement to be executed as of the day and year first above written. WESTERN INVESTMENT LLC By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment LLC, Its General Partner By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment LLC, Its Managing Member By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. By: Western Investment LLC, Its Investment Manager By: /s/ Arthur D. Lipson ------------------------------------ Name: Arthur D. Lipson Title: Managing Member /s/ Arthur D. Lipson ------------------------------------ ARTHUR D. LIPSON [SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 65 of 72 Pages ---------------------- ---------------------- BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., Its Managing Member By: /s/ Scott Franzblau ------------------------------------ Name: Scott Franzblau Title: Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau ------------------------------------ Name: Scott Franzblau Title: Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: Managing Member BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc. Its Managing Member By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: President By: /s/ Michael Dunmire ------------------------------------ Name: Michael Dunmire Title: Chairman of the Board PARADIGM PARTNERS, N.W., INC. By: /s/ Robert Ferguson ------------------------------------ Name: Robert Ferguson Title: President By: /s/ Michael Dunmire ------------------------------------ Name: Michael Dunmire Title: Chairman of the Board /s/ Scott Franzblau ---------------------------------------- SCOTT FRANZBLAU [SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 66 of 72 Pages ---------------------- ---------------------- /s/ Robert Ferguson ---------------------------------------- ROBERT FERGUSON /s/ Michael Dunmire ---------------------------------------- MICHAEL DUNMIRE [SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 67 of 72 Pages ---------------------- ---------------------- /s/ Paul DeRosa ---------------------------------------- PAUL DEROSA [SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 68 of 72 Pages ---------------------- ---------------------- /s/ Elyse Nakajima ---------------------------------------- ELYSE NAKAJIMA [SIGNATURE PAGE TO AMENDMENT TO JOINT FILING AGREEMENT] ---------------------- ---------------------- CUSIP No. 895436103 13D Page 69 of 72 Pages ---------------------- ---------------------- Exhibit 3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints ARTHUR D. LIPSON signing singly, the undersigned's true and lawful attorney-in-fact to take any and all action in connection with the investment by Western Investment Hedged Partners L.P., or its affiliates ("Western"), in the voting securities of Tri-Continental Corporation ("TY"), including without limitation, relating to the formation of a Group (as defined below) between the undersigned and Western, all filings on Schedule 13D (as defined below), all filings on Forms 3, 4 and 5 (as defined below), any solicitation of proxies in support of the election of directors of TY or other proposal, and all other matters related, directly or indirectly, to TY (together, the "TY Investment"). Such action shall include, but not be limited to: 1. executing for and on behalf of the undersigned all Schedules 13D ("Schedule 13D") required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder in connection with the TY Investment; 2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 ("Forms 3, 4 and 5") required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the TY Investment; 3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act (a "Group"), in connection with the TY Investment; 4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 5. taking any other action of any type whatsoever in connection with the TY Investment which in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 70 of 72 Pages ---------------------- ---------------------- This Power of Attorney shall remain in full force and effect until May 8, 2007 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of May, 2006. /s/ Elyse Nakajima -------------------------- Elyse Nakajima ---------------------- ---------------------- CUSIP No. 895436103 13D Page 71 of 72 Pages ---------------------- ---------------------- Exhibit 4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints ARTHUR D. LIPSON signing singly, the undersigned's true and lawful attorney-in-fact to take any and all action in connection with the investment by Western Investment Hedged Partners L.P., or its affiliates ("Western"), in the voting securities of Tri-Continental Corporation ("TY"), including without limitation, relating to the formation of a Group (as defined below) between the undersigned and Western, all filings on Schedule 13D (as defined below), all filings on Forms 3, 4 and 5 (as defined below), any solicitation of proxies in support of the election of directors of TY or other proposal(s), and all other matters related, directly or indirectly, to TY (together, the "TY Investment"). Such action shall include, but not be limited to: 1. executing for and on behalf of the undersigned all Schedules 13D ("Schedule 13D") required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder in connection with the TY Investment; 2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 ("Forms 3, 4 and 5") required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the TY Investment; 3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the Exchange Act (a "Group"), in connection with the TY Investment; 4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 5. taking any other action of any type whatsoever in connection with the TY Investment which in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act. ---------------------- ---------------------- CUSIP No. 895436103 13D Page 72 of 72 Pages ---------------------- ---------------------- This Power of Attorney shall remain in full force and effect until July 2, 2007 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of July, 2006. /s/ David B. Ford -------------------------- David B. Ford