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                              SYRATECH CORPORATION
 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
   
           FOR THE SPECIAL MEETING OF STOCKHOLDERS ON APRIL 14, 1997
    
 
   
     The undersigned hereby appoints Leonard Florence and E. Merle Randolph and
each of them, each with the power to appoint his substitute, attorneys with the
powers the undersigned would possess if personally present to vote all of the
Common Stock of Syratech Corporation (hereinafter "Syratech") held of record by
the undersigned on March 5, 1997 at the Special Meeting of Stockholders to be
held on April 14, 1997, at 9:00 a.m. Eastern Standard Time, at Syratech's
Corporate Headquarters, 175 McClellan Highway, East Boston, Massachusetts 02128,
and at any adjournments or postponements thereof, upon the matters set forth
herein and, in their discretion, upon all other matters which may come before
the meeting.
    
 
     Without otherwise limiting the general authorization hereby given, said
attorneys are instructed to vote as follows on the matters set forth below:
 
     MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE PROPOSAL:
 
          (1) to approve and adopt the Restated Agreement and Plan of Merger,
     dated November 27, 1996, effective as of October 23, 1996 as amended (the
     "Merger Agreement"), between Syratech and THL Transaction I Corp., a
     Delaware corporation ("THL I") organized by Thomas H. Lee Company, and the
     transactions contemplated thereby, including the Merger (as defined below).
     The Merger Agreement provides, among other things, for the merger of THL I
     with and into Syratech (the "Merger") pursuant to which each share of
     Syratech common stock, $0.01 par value per share ("Syratech Common Stock")
     (other than shares of Syratech Common Stock held by Syratech or any wholly
     owned subsidiary thereof, which will be canceled and retired, and shares of
     Syratech Common Stock subject to perfected dissenters' rights), will be
     entitled either (a) to receive $32.00 in cash or (b) to retain one fully
     paid and nonassessable share of Syratech Common Stock; provided that the
     right of each stockholder (other than Management Stockholders) to retain
     Syratech Common Stock will be limited to 34.75% of such stockholder's
     shares of Syratech Common Stock. In addition, because no more than 868,250
     shares of Syratech Common Stock in the aggregate may be retained by
     existing Syratech stockholders, the right to retain shares of Syratech
     Common Stock may be subject to proration, as set forth in the Merger
     Agreement and described in the accompanying Proxy Statement.
 
              FOR: [ ]          AGAINST: [ ]          ABSTAIN: [ ]
 
          (2) To transact such other business as may properly come before the
     Special Meeting or any adjournments or postponements thereof.
 
     THE PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, FOR
PROPOSAL 1, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
 
     Please mark, sign, date and return this proxy in the enclosed envelope as
soon as possible, even though you plan to attend this meeting.
 
     To help our preparations for the meeting, please check here if you plan to
attend.
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                  SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ABOVE
 
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   Date:
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     When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
 
     If your address has changed, please note new address:
 
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