THESE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. The Letter, properly completed
and duly executed, and any other documents required by this Letter, must be
received by the Company at its address or facsimile number set forth on the
front cover of this Letter on or before the Expiration Date. The Company will
not accept any alternative or contingent tenders. By execution of this Letter,
you waive any right to receive any notice of the acceptance of the Tendered
Options, except as provided in the Offer to Exchange.
DELIVERY OF THIS LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ON PAGE 1
OF THIS LETTER OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ON PAGE 1 OF THIS LETTER WILL NOT CONSTITUTE A VALID DELIVERY.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR
OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE
COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED
AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
2. Withdrawal of Tendered Options. Tenders of Tendered Options made
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.
If the Offer is extended by the Company beyond that time, you may withdraw the
Tendered Options at any time until the extended expiration of the Offer. In
addition, unless the Company accepts the Tendered Options before 12:00 midnight,
Central time, on June 26, 2001, you may withdraw the Tendered Options at any
time after 12:00 midnight, Central time, on June 26, 2001. Because the Company
is not accepting partial tender of an individual option grant, you may only
withdraw a Tendered Option for all or none of the Option Shares subject to such
Tendered Option. To withdraw Tendered Options, you must deliver a written notice
of withdrawal with the required information to the Company while you still have
the right to withdraw the Tendered Options. Withdrawals may not be rescinded and
any Tendered Options withdrawn will thereafter be deemed not properly tendered
for purposes of the Offer unless such withdrawn Tendered Options are properly
re-tendered prior to the Expiration Date by following the procedures described
3. Correct Information. If the information concerning your eligible
options provided in the table on page 1 of this Letter is incorrect or
incomplete, the correct or complete information should be provided on a separate
schedule attached to this Letter.
4. Tenders. If you intend to tender options pursuant the Offer, you
must check the box on the table on page 1 of this Letter next to each
description of each Tendered Option. You may