J.C. NICHOLS COMPANY
Employee Stock Ownership Plan
CASH ELECTION FORM
Please provide the following information:
EMPLOYEE/BENEFICIARY NAME: _____________________________________________________
STREET ADDRESS: _______________________________________________________________
CITY, STATE, ZIP: _____________________________________________________________
SOCIAL SECURITY NO.: __________________ PHONE NUMBER: (_____) ______________
* * * * * * * * * * * * * * * *
CASH ELECTION
I instruct the Trustee of the J. C. Nichols Company Employee Stock Ownership
Plan (the "ESOP") to make the CASH ELECTION set forth in the Agreement and Plan
of Merger among the J.C. Nichols Company, Highwoods Properties, Inc. and Jackson
Acquisition Corporation (the "Merger Agreement") FOR THE FOLLOWING PERCENTAGE OF
THE SHARES OF COMMON STOCK OF J.C. NICHOLS COMPANY credited to my ESOP account
in the event of closing the merger (the "Highwoods Merger"):
_________%
IF YOU RETURN THIS FORM BUT DO NOT SIGN IT OR DO NOT COMPLETE THE ABOVE NAME AND
CASH ELECTION BLANKS OR IF THIS FORM IS NOT RECEIVED BY WILLIAM M. MERCER,
INCORPORATED ON OR BEFORE 10:00 A.M., JUNE 23, 1998, THEN THE ESOP TRUSTEE WILL
MAKE SUCH CASH ELECTION AND/OR CHOOSE HIGHWOODS COMMON STOCK FOR YOU.
Because only 40% of the proceeds paid to all shareholders will be in the form
of cash, it is possible that your ESOP account will receive some Highwoods
shares even if you request 100% cash, depending on the percentage of cash
requested by other shareholders. IF YOU WANT TO BE GUARANTEED THAT YOU RECEIVE
AS MUCH CASH AS POSSIBLE, YOU SHOULD MAKE THE CASH ELECTION FOR 100% OF YOUR
SHARES. The percentage of your account that is not exchanged for cash will be
exchanged for Highwoods common stock upon closing the Highwoods Merger. The
number of shares to which this cash election percentage will be applied may be
an estimate by the Plan's recordkeeper. This form will not be implemented to the
extent the ESOP Trustee decides to, and is able to, exercise appraisal rights
under the Missouri statute that is an exhibit to the proxy statement for the
Highwoods Merger. Some of the Highwoods common stock received upon closing the
Highwoods Merger may be sold to satisfy Trust debts.
SIGN HERE
Signature: ____________________________________ Date: _______________________
Please mail, deliver or fax this form to the ESOP's recordkeeper, William M.
Mercer, Incorporated, 2405 Grand Blvd., Suite 1400, Kansas City, Missouri
64108-2519, in the enclosed addressed, postage-paid envelope. Mercer's fax
number is (816) 556-4844. DO NOT SEND THIS FORM TO THE J.C. NICHOLS COMPANY OR
TO INTRUST.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL BILL BELL AT (816) 960-6240.
KC-93667.3
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