Dear Fellow Manager:
You have recently received your copy of the 1996 proxy
statement. We have several important issues on the ballot
this year including a proposal to increase the authorized
number of shares of Common Stock. Because this proposal
requires the approval of a majority of the shares
outstanding (not a majority of the votes actually cast), it
is very important that we get as many employees as possible
to vote.
Also on the ballot for approval is the 1996 Stock and
Incentive Plan. Among other things, this plan provides for
the issuance of long term performance shares and stock
options. As you may be aware, long term performance awards
were previously issued under the Senior Management Long Term
Incentive Plan, which is now expiring, and the 1992 Stock
Option Plan has insufficient shares available for stock
option grants beyond 1996.
I hope you will take the time to vote your shares in support
of these and the other proposals recommended by your Board
of Directors.
Sincerely,
/s/ Ed Whitacre
