1
 
                                  NYCOR, INC.
                        BASKING RIDGE, NEW JERSEY 07920
                            ------------------------
 
                NOTICE OF SPECIAL MEETING OF NYCOR STOCKHOLDERS
   
                            TO BE HELD MAY 31, 1996
    
                            ------------------------
 
   
     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of NYCOR,
Inc. ("NYCOR") will be held at the Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, NJ 07060 on Friday, May 31, 1996 at 10:30 a.m. for the following
purposes:
    
 
     1. To consider and act upon a proposal to approve the agreement and plan of
merger between NYCOR and Fedders Corporation and the merger of NYCOR into
Fedders Corporation; and
 
     2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
 
   
     The close of business on April 1, 1996 has been fixed as the record date
for the determination of the holders of shares of NYCOR Common Stock and Class B
Stock entitled to notice of, and to vote at, the Special Meeting. A list of the
stockholders entitled to vote at the Special Meeting will be available during
the period ten (10) days prior to the date of the Special Meeting for
examination by any stockholder, for any purpose germane to the Special Meeting,
during ordinary business hours at the offices of NYCOR, 287 Childs Road, Basking
Ridge, New Jersey 07920.
    
 
                                          By order of the Board of Directors
 
                                          KENT E. HANSEN
                                          Secretary
 
   
Dated: April 3, 1996
    
       Basking Ridge, New Jersey
 
     IMPORTANT: THE BOARD OF DIRECTORS INVITES YOU TO ATTEND THE MEETING IN
PERSON, BUT IF YOU ARE UNABLE TO BE PERSONALLY PRESENT, PLEASE DATE, SIGN AND
RETURN THE ENCLOSED PROXY IMMEDIATELY. NO POSTAGE IS REQUIRED IF THE PROXY IS
RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.