EXHIBIT 99.2
FORM OF TRUST UNITS ELECTION
AND
LETTER OF TRANSMITTAL
FOR HOLDERS OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF
EEX CORPORATION
DESIRING TO MAKE AN ELECTION TO RECEIVE TRUST UNITS OF TREASURE ISLAND ROYALTY
TRUST
PURSUANT TO THE
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 29, 2002 BY AND AMONG
NEWFIELD EXPLORATION COMPANY, NEWFIELD OPERATING COMPANY AND EEX CORPORATION
THE EXCHANGE AGENT:
[ ]
<Table>
By Mail: By Facsimile: By Hand or Overnight Courier:
</Table>
Confirm by Telephone to:
or
DELIVERY OF THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH FOR THE EXCHANGE AGENT ABOVE OR TRANSMISSION OF THIS
FORM OF ELECTION AND LETTER OF TRANSMITTAL VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE
AGENT. THIS DOCUMENT SHOULD BE DELIVERED WITH ANY OTHER DOCUMENTS REQUIRED
PURSUANT TO THE TERMS HEREOF IN THE GREEN ENVELOPE DELIVERED HEREWITH.
INFORMATION AGENT:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
TEL: (800) 750-5835
This Form of Election and Letter of Transmittal is to be completed by
holders ("EEX Holders") of shares of common stock, par value $0.01 per share
("EEX Shares"), of EEX Corporation ("EEX") who elect to receive trust units
("Trust Units") of Treasure Island Royalty Trust, a newly formed royalty trust,
in lieu of all or a portion of the shares of common stock, par value $0.01 per
share ("Newfield Shares"), of Newfield Exploration Company ("Newfield") they
would otherwise receive as consideration for their EEX Shares pursuant to the
Amended and Restated Agreement and Plan of Merger by and among Newfield,
Newfield Operating Company, a wholly owned subsidiary of Newfield ("Merger
Sub"), and EEX dated as of May 29, 2002 (the "Merger Agreement").
Under the terms of the Merger Agreement, EEX Holders will receive .05703
Newfield Shares in exchange for each of their EEX Shares in connection with the
merger of EEX with and into Merger Sub (the "Merger"); provided, that each EEX
Holder may elect to receive Trust Units in lieu of all or a portion of the
Newfield Shares such EEX Holder would otherwise receive. Each EEX Holder may
elect to
1
receive a maximum number of trust units equal to 105.611 multiplied by the
number of EEX Shares that such EEX Holder owns (rounded down to the nearest
whole trust unit). If the EEX Holders, in the aggregate, elect to receive more
than 42,574,298 Trust Units (which is the total number of Trust Units to be
issued in the Merger), then each EEX Holder will be allocated Trust Units in the
following manner:
(1) First, each EEX Holder will be allocated Trust Units equal to the
lesser of (i) the number of EEX Shares that such EEX Holder owns and (ii)
the number of Trust Units they elected to receive.
(2) Second, each EEX Holder who elected to receive a number of Trust
Units greater than the number of EEX Shares that they own will be allocated
a pro rata portion of the Trust Units remaining, if any, after the initial
allocation.
For each trust unit that an EEX Holder receives, the number of Newfield Shares
that they would otherwise receive pursuant to the Merger Agreement will be
reduced by .00054 shares.
TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER
WITH YOUR SHARE CERTIFICATES (OR A GUARANTEE OF DELIVERY OF SUCH SHARE
CERTIFICATES AS SET FORTH IN INSTRUCTION 7 BELOW), MUST BE RECEIVED BY THE
EXCHANGE AGENT BEFORE , 2002 THE ("ELECTION DEADLINE").
EEX HOLDERS SHOULD ONLY SUBMIT THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL IF THEY WISH TO RECEIVE TRUST UNITS IN LIEU OF A PORTION OF THE
NEWFIELD SHARES THEY WOULD OTHERWISE RECEIVE PURSUANT TO THE MERGER AGREEMENT.
EEX HOLDERS WHO DO NOT WISH TO RECEIVE TRUST UNITS SHOULD NOT SUBMIT THIS FORM.
ALL SUCH NON-ELECTING EEX HOLDERS WILL RECEIVE INSTRUCTIONS FOR EXCHANGING THEIR
EEX SHARES AFTER CONSUMMATION OF THE MERGER.
The Proxy Statement/Prospectus dated , 2002 (the "Proxy
Statement-Prospectus") delivered herewith includes a description of the Merger
Agreement and the terms of the Merger. EEX Holders should carefully read the
Proxy/Statement Prospectus prior to the completing this Form of Election and
Letter of Transmittal. In addition, the Instructions accompanying this Form of
Election and Letter of Transmittal should be read carefully before this Form of
Election and Letter of Transmittal is completed and submitted.
EEX Holders that require assistance replacing share certificate(s)
representing EEX Shares ("EEX Share Certificates") that have been lost, stolen
or destroyed should refer to Instruction 11 below. Submission of this Form of
Election and Letter of Transmittal will not be effective without enclosing the
EEX Share Certificates to which it relates. EEX Holders who submit a Guarantee
of Delivery as described in Instruction 7 below must deliver their EEX Share
Certificates within three New York Stock Exchange ("NYSE") trading days
thereafter. Therefore, it is critical that any EEX Holders who wish to receive
Trust Units act immediately to obtain replacement share certificates.
COMPLETING AND RETURNING THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL
DOES NOT HAVE ANY EFFECT OF CASTING A VOTE WITH RESPECT TO APPROVAL OF THE
MERGER OR THE MERGER AGREEMENT AT THE SPECIAL MEETING OF THE SHAREHOLDERS OF EEX
TO APPROVE THE MERGER (THE "SPECIAL MEETING"). TO VOTE AT THE SPECIAL MEETING,
EEX HOLDERS MUST COMPLETE, SIGN AND RETURN THE WHITE PROXY CARD DELIVERED
HEREWITH AND RETURN IT IN THE WHITE ENVELOPE DELIVERED HEREWITH OR ATTEND THE
SPECIAL MEETING IN PERSON AND VOTE THEIR EEX SHARES IN PERSON. EEX HOLDERS WITH
ANY QUESTIONS CONCERNING THE VOTING OF EEX SHARES AT THE SPECIAL MEETING SHOULD
CONTACT THE INFORMATION AGENT TOLL-FREE AT (888) 750-5835.
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Ladies and Gentlemen:
Pursuant to the Merger Agreement and subject to the proration procedures
included therein and described in the Proxy Statement/Prospectus, the
undersigned hereby surrenders to , as Exchange Agent, the EEX Share
Certificates listed in Box A below and hereby elects to receive up to that
number of Trust Units set forth opposite each such EEX Share Certificate in Box
A titled "Description of Shares Submitted and Election" below in lieu of all or
a portion of the Newfield Shares that the undersigned would otherwise be
entitled to receive pursuant to the Merger with respect to the EEX Shares
represented by such EEX Share Certificate (the "Election"). The Trust Units,
Newfield Shares and cash paid in lieu of fractional shares to be received by EEX
Holders in connection with the Merger are collectively referred to as the
"Merger Consideration."
The undersigned understands that the Election is subject to certain terms,
conditions and limitations that have been set forth in the Merger Agreement
including, but not limited to, the fact that only 42,574,298 Trust Units will be
issued in the Merger. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED'S
ELECTION WILL BE SUBJECT TO PRORATION PURSUANT TO THIS LIMITATION AS DESCRIBED
IN THE PROXY STATEMENT/PROSPECTUS. AS A RESULT OF THE PRORATION PROCESS, THE
UNDERSIGNED MAY NOT RECEIVE ALL OF THE TRUST UNITS THAT THE UNDERSIGNED ELECTS
TO RECEIVE PURSUANT TO THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL.
If the undersigned is acting in a representative or fiduciary capacity for
a particular beneficial owner, the undersigned hereby certifies that this Form
of Election and Letter of Transmittal covers all of the EEX Shares owned by the
undersigned in a representative or fiduciary capacity for such beneficial owner.
The undersigned hereby represents and warrants that the undersigned is as
of the date hereof, and will be as of the effective time of the Merger, the
registered holder of the EEX Shares represented by the EEX Share Certificate(s)
surrendered herewith, with good title to such EEX Shares and full power and
authority (1) to sell, assign and transfer such EEX Shares, free and clear of
all liens, restrictions, charges and encumbrances, and not subject to any
adverse claims, and (2) to make the Election indicated herein. The undersigned
will, upon request, execute any additional documents necessary or desirable to
complete the surrender and exchange of such EEX Shares. The undersigned hereby
irrevocably appoints the Exchange Agent as agent of the undersigned to effect
the exchange of the EEX Shares pursuant to the Merger Agreement and the
instructions hereto. All authority conferred or agreed to be conferred in this
Form of Election and Letter of Transmittal shall be binding upon the successors,
assigns, heirs, executors, administrators and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
Notwithstanding anything to the contrary in this Form of Election and
Letter of Transmittal, the Exchange Agent reserves the right to waive any flaws
in a completed Form of Election and Letter of Transmittal but shall be under no
obligation to do so.
In order to receive Trust Units, this Form of Election and Letter of
Transmittal must be (1) completed and signed in the space provided below and (2)
mailed or delivered with the EEX Share Certificate(s) listed in Box A below (or
a Guarantee of Delivery with respect thereto) to the Exchange Agent at either of
the addresses set forth above. An Election will not be deemed to be properly
made unless the Form of Election and Letter of Transmittal and other required
documents are received by the Exchange Agent prior to the Election Deadline.
The effectiveness of Elections received on the Election Deadline and
accompanied by a Guarantee of Delivery will not be finally determined until four
NYSE trading days after the Election Deadline. As a result, the determination of
the Merger Consideration to which an EEX Holder is entitled (and whether any
proration is necessary) may be delayed for up to three NYSE trading days. The
Merger Consideration is expected to be mailed promptly following such
determination or, if later, promptly after the Merger is consummated. EEX
intends to issue a press release announcing the results of the elections and
proration, if any, promptly after the final determination thereof.
3
Unless otherwise indicated in Box B titled "Special Issuance and Payment
Instructions" below, the applicable Merger Consideration to be issued in
exchange for the enclosed EEX Share Certificates will be issued in the name of
the undersigned. Similarly, unless otherwise indicated in Box C titled "Special
Delivery Instructions" below, the applicable Merger Consideration will be mailed
to the undersigned at the address shown in Box A. In the event that Box B is
completed, the applicable Merger Consideration will be issued in the name of,
and will be mailed to, the person or entity so indicated at the address so
indicated, but only after the Exchange Agent has been provided with satisfactory
evidence of the payment of, or exemption from payment of, any applicable share
transfer taxes payable on account of the transfer to such person or entity prior
to the delivery of the applicable Merger Consideration. In addition, appropriate
signature guarantees must be included pursuant to Instruction 6 with respect to
EEX Shares for which Special Issuance and Payment Instructions are given.
List below all of the EEX Shares to which this Form of Stock Election and
Letter of Transmittal relates, specifying (i) the share certificate number of
the EEX Share Certificate(s) representing such EEX Shares and (ii) the maximum
number of Trust Units the undersigned elects to receive with respect to the EEX
Shares represented by each such EEX Share Certificate (or covered by a Guarantee
of Delivery). Please also specify the Name(s) and Address(es) of the registered
holder(s) of such EEX Share Certificate(s). If the space below is inadequate,
the information requested should be listed on a separate signed schedule affixed
hereto.
<Table>
<Caption>
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BOX A: DESCRIPTION OF SHARES SUBMITTED AND ELECTION
(See Instruction 3)
- -----------------------------------------------------------------------------------------------------------------------------
NUMBER OF EEX SHARES MAXIMUM NUMBER OF TRUST
NAME(S) AND ADDRESS(ES) OF REPRESENTED BY EACH UNITS ELECTED TO BE RECEIVED WITH
REGISTERED HOLDER(S) EEX SHARE EEX SHARE CERTIFICATE RESPECT TO EACH EEX SHARE
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) CERTIFICATE (OR COVERED BY A GUARANTEE CERTIFICATE (OR COVERED BY A
ON EEX SHARE CERTIFICATE(S)(1)) NUMBER(2) OF DELIVERY) GUARANTEE OF DELIVERY)(3)
- -----------------------------------------------------------------------------------------------------------------------------
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(1) In the case of a delivery using the Guarantee of Delivery procedures,
exactly as the name(s) will appear on the Certificates when delivered.
(2) Certificate numbers are not required if Certificates will be delivered using
the Guarantee of Delivery procedures.
(3) The maximum number of Trust Units that can be received with respect to any
certificate is 105.611 multiplied by the number of EEX Shares represented by
such certificate.
4
- --------------------------------------------------------------------------------
BOX B: SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS
(See Instructions 6 and 10)
To be completed ONLY if the Merger Consideration (whether Trust Units,
Newfield Shares or both) is to be issued in the name of, and mailed to, someone
other than the undersigned.
Issue the Merger Consideration to:
Name ---------------------------------------------------------------------------
(PLEASE PRINT)
Address -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
If you complete this box, you will need a signature guarantee by an
eligible institution. See Instruction 6.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX C: SPECIAL DELIVERY
INSTRUCTIONS
(See Instruction 10)
To be completed ONLY if the Merger Consideration (whether Trust Units,
Newfield Shares or both) is to be mailed to the undersigned at an address other
than that shown in Box A above.
Mail the Merger Consideration to:
Name ---------------------------------------------------------------------------
(PLEASE PRINT)
Address -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Check this box if this is a permanent change of address: [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
Signature: ---------------------------------------------------------------------
Signature: ---------------------------------------------------------------------
Dated: -------------------------------------------------------------------------
Name(s): -----------------------------------------------------------------------
(PLEASE PRINT)
Capacity: ----------------------------------------------------------------------
Daytime Area Code and
Telephone Number: --------------------------------------------------------------
Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s)
above in Box A titled "Description of Shares Submitted and Election" above or on
the assignment authorizing transfer.
If signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, the capacity of the person signing should be
indicated. (See Instruction 8.)
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(Required only in cases specified in Instruction 6)
The undersigned hereby guarantees the signature(s) which appear(s) on this
Form of Election and Letter of Transmittal.
Dated: -------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION ISSUING GUARANTEE)
(PLEASE PRINT)
- --------------------------------------------------------------------------------
(FIX MEDALLION STAMP ABOVE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE OF DELIVERY
(TO BE USED IF EEX SHARE CERTIFICATES ARE NOT
SURRENDERED HEREWITH)
(See Instruction 7)
THE UNDERSIGNED (CHECK APPROPRIATE BOX BELOW) GUARANTEES TO DELIVER TO THE
EXCHANGE AGENT AT THE APPROPRIATE ADDRESS SET FORTH ABOVE THE CERTIFICATES
REPRESENTING THE EEX SHARES COVERED BY THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL NO LATER THAN 5:00 P.M. (EASTERN TIME), ON THE THIRD NYSE TRADING
DAY AFTER THE DATE OF EXECUTION OF THIS GUARANTEE OF DELIVERY.
<Table>
[ ] A member of a registered national
securities exchange -----------------------------------------
FIRM (PLEASE PRINT OR TYPE)
[ ] A member of the National Association
of Securities Dealers, Inc. -----------------------------------------
AUTHORIZED SIGNATURE
-----------------------------------------
[ ] A commercial bank or trust company in -----------------------------------------
the United States -----------------------------------------
ADDRESS
Dated: ------------------------------------ -----------------------------------------
AREA CODE AND TELEPHONE NUMBER
</Table>
Facsimile Transmission:
(for Eligible Institutions only)
[ ]
For Confirmation Telephone:
[ ]
- --------------------------------------------------------------------------------
6
INSTRUCTIONS FOR COMPLETION OF
FORM OF ELECTION AND LETTER OF TRANSMITTAL
This Form of Election and Letter of Transmittal is to be completed and
submitted to the Exchange Agent prior to the Election Deadline (as specified in
Instruction 1 below) by those holders of EEX Shares desiring to make an
Election. Until an EEX Holder's EEX Share Certificates are received by the
Exchange Agent at one of the addresses set forth on the cover hereof, together
with such documents as the Exchange Agent may require, and until the same are
processed for exchange by the Exchange Agent, such holders will not receive any
certificates representing Newfield Shares or Trust Units or cash in lieu of
fractional shares (if any) in exchange for their EEX Share Certificates. THE
GREEN RETURN ENVELOPE ADDRESSED TO THE EXCHANGE AGENT DELIVERED WITH THIS GREEN
FORM OF ELECTION AND LETTER OF TRANSMITTAL SHOULD BE USED TO RETURN THIS GREEN
FORM OF ELECTION AND LETTER OF TRANSMITTAL. YOU SHOULD NOT USE THE WHITE
ENVELOPE THAT HAS BEEN SENT IN CONNECTION WITH THE SOLICITATION OF WHITE PROXY
CARDS FOR RETURN OF THE GREEN FORM OF ELECTION AND LETTER OF TRANSMITTAL. No
interest will accrue on any cash in lieu of fractional shares. Holders of EEX
Shares will be entitled to any dividends or other distributions paid on Newfield
Shares or the Trust Units after the Effective Time. If your share certificate(s)
are lost, stolen or destroyed, please refer to Instruction 11 below.
Your Election is subject to certain terms, conditions and limitations which
are set forth in the Merger Agreement and described in the Proxy
Statement/Prospectus delivered herewith. The Merger Agreement is included as
Annex A to the Proxy Statement/Prospectus. Additional copies of the Proxy
Statement/ Prospectus may be requested from the Information Agent at the
addresses or toll-free numbers shown on the cover of this Form of Election and
Letter of Transmittal. The delivery of this Form of Election and Letter of
Transmittal to the Exchange Agent is an acknowledgment of the receipt of the
Proxy Statement/ Prospectus.
1. Election Deadline. THE ELECTION DEADLINE IS 5:00 P.M. (HOUSTON, TEXAS
TIME) ON , 2002, THE SECOND BUSINESS DAY PRIOR TO THE DATE OF THE
SPECIAL MEETING OF THE SHAREHOLDERS OF EEX CALLED TO APPROVE THE MERGER. For any
Election contained herein to be effective, this Form of Election and Letter of
Transmittal, properly completed, and the related EEX Share Certificate(s) (or a
Guarantee of Delivery) must be received by the Exchange Agent at one of the
addresses shown on the cover of this Form of Election and Letter of Transmittal
at or prior to the Election Deadline. ANY EEX SHARE CERTIFICATES FOR WHICH A
GUARANTEE OF DELIVERY IS PROVIDED MUST IN FACT BE DELIVERED TO THE EXCHANGE
AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE DATE SUCH GUARANTEE OF DELIVERY
IS EXECUTED OR NO ELECTION WILL BE DEEMED TO HAVE BEEN MADE WITH RESPECT TO THE
EEX SHARES COVERED THEREBY. The Exchange Agent will determine whether any Form
of Election and Letter of Transmittal or any EEX Share Certificates in respect
of a Guarantee of Delivery are received on a timely basis. Any such
determinations made in good faith shall be conclusive and binding.
2. Revocation or Change of Form of Election and Letter of Transmittal. A
Form of Election and Letter of Transmittal may be revoked if the Exchange Agent
receives written notice prior to the Election Deadline from the record holder of
the shares covered by such Election who signed the related Form of Election and
Letter of Transmittal. Any person who has effectively revoked a Form of Election
and Letter of Transmittal may, by signed and written notice to the Exchange
Agent, request the return of the EEX Share Certificates submitted to the
Exchange Agent and such EEX Share Certificates will be returned without charge
to such person promptly after receipt of such request. A Form of Election and
Letter of Transmittal may be changed if the record holder delivers written
notice of such change and a new Form of Election and Letter of Transmittal and,
if applicable, the related EEX Share Certificate(s) (or a Guarantee of Delivery)
to the Exchange Agent at or prior to the Election Deadline.
3. Election Procedures/Proration. To properly complete Box A, (1) the name
and address of the registered holder(s) must be set forth in the column under
the heading "Name and Address of Registered Holder(s)," (2) either (a) the share
certificate number of each EEX Share Certificate surrendered herewith must be
written in the column under the heading "EEX Share Certificate Number" or (b) if
the Guarantee of Delivery procedures are used, the number of shares represented
by the EEX Share
7
Certificates to be delivered pursuant to such procedures must be written in the
column under the heading "Number of Shares Represented by each EEX Share
Certificate," but no certificate number is required and (3) the maximum number
of Trust Units elected to be received with respect the EEX Shares represented by
each EEX Share Certificate must be written in the column under the heading
"Maximum Number of Trust Units Elected to be Received with respect to each EEX
Share Certificate" in the corresponding row. As set forth in the Proxy
Statement/Prospectus, only 42,574,298 Trust Units will be issued in connection
with the Merger. If the EEX Holders, in the aggregate, elect to receive more
than 42,574,298 Trust Units, the procedures for allocating the Trust Units set
forth in the Merger Agreement and described in the Proxy Statement/Prospectus
will be followed by the Exchange Agent. Accordingly, you may not receive the
number of Trust Units you have requested in your Election. The effectiveness of
Elections that are accompanied by Guarantees of Delivery may not be finally
determined until four NYSE trading days after the Election Deadline. The Merger
Consideration is expected to be mailed promptly after the determination of any
proration in the Merger.
4. Termination of Merger Agreement. Consummation of the Merger is subject
to the required approval of the shareholders of EEX and to the satisfaction of
certain other conditions. No payments related to any surrender of EEX Share
Certificates will be made prior to the consummation of the Merger, and no
payments will be made if the Merger Agreement is terminated. If the Merger
Agreement is terminated, all Elections will be void and of no effect and the
Exchange Agent will promptly return all EEX Share Certificates previously
received by it. In such event, EEX Shares held through The Depository Trust
Company are expected to be available for sale or transfer promptly following
such termination. EEX Share Certificates representing EEX Shares held of record
directly by the beneficial owners of such EEX Shares will be returned by the
Exchange Agent without charge to the holder as promptly as practicable by first
class, insured mail.
5. No Fractional Interests. No certificate representing a fraction of a
Newfield Share will be issued in connection with the Merger. In lieu of any
fractional interest, each holder of EEX Shares who would otherwise have been
entitled to a fraction of a Newfield Share upon surrender of EEX Share
Certificates shall be paid an amount in cash (without interest) as hereinafter
provided. Newfield shall instruct the Exchange Agent to determine the number of
whole and fractional Newfield Shares allocable to each holder of record of EEX
Shares at the effective time of the Merger, to aggregate all such fractional
shares into whole shares, to sell whole shares obtained thereby in the open
market at then prevailing prices on behalf of holders who otherwise would be
entitled to receive fractional share interests and to distribute to each such
holder such holder's ratable share of the total proceeds of such sale, after
making appropriate deductions of the amount, if any, required for federal income
tax withholding purposes and after deducting any applicable transfer taxes. All
brokers' fees and commissions incurred in connection with such sales shall be
paid by Newfield.
6. Guarantee of Signatures. If the Merger Consideration is to be issued in
the name of the registered holder(s) as inscribed on the surrendered EEX Share
Certificate(s), the signatures on this Form of Election and Letter of
Transmittal need not be guaranteed. If Box B titled "Special Issuance and
Payment Instructions" has been completed so that payment is to be made to
someone other than the registered holder(s) of EEX Shares with respect to the
surrendered EEX Share Certificate(s), signatures on this Form of Election and
Letter of Transmittal must be guaranteed by a financial institution (including
most commercial banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Association Medallion Program, the
New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program. Public notaries cannot execute acceptable guarantees
of signatures.
7. Delivery of Form of Election and Letter of Transmittal and EEX Share
Certificates; Guarantee of Delivery. This Form of Election and Letter of
Transmittal, properly completed and duly executed, together with your EEX Share
Certificate(s) or a Guarantee of Delivery, should be delivered to the Exchange
Agent at one of the addresses set forth on the cover hereof. All EEX Share
Certificates held by
8
a single shareholder and not by a nominee, trustee or other representative (as
set forth in Instruction 8) must be included on a single Letter of Transmittal
and only one Election may be made with respect to such EEX Share Certificates. A
Guarantee of Delivery of such EEX Share Certificates must be made by a firm
which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office or correspondent in the United States, and ANY EEX
SHARE CERTIFICATES COVERED BY A GUARANTEE OF DELIVERY MUST IN FACT BE DELIVERED
TO THE EXCHANGE AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE DATE OF EXECUTION
OF SUCH GUARANTEE OF DELIVERY. Failure to deliver such EEX Share Certificates
shall invalidate any Election, and no Election shall be deemed to have been made
with respect to the EEX Shares covered thereby. THE METHOD OF DELIVERY OF THE
FORM OF ELECTION AND LETTER OF TRANSMITTAL, THE EEX SHARE CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER OF THE EEX
SHARES. IF YOU CHOOSE TO SEND THE MATERIALS BY MAIL, IT IS RECOMMENDED THAT THEY
BE SENT BY REGISTERED MAIL, APPROPRIATELY INSURED, WITH RETURN RECEIPT
REQUESTED. Delivery of the materials will be deemed effective, and risk of loss
with respect thereto will pass, only when such materials are actually received
by the Exchange Agent.
8. Shares Held by Nominees, Trustees or other Representatives; Multiple
Elections; Non-Elections. Holders of record of EEX Shares who hold such shares
as nominees, trustees or in other representative or fiduciary capacities (a
"Representative") may submit one or more Forms of Election and Letter of
Transmittal covering the aggregate number of EEX Shares held by such
Representative for the beneficial owners for whom the Representative is making
an Election, provided that such Representative certifies that each Form of
Election and Letter of Transmittal covers all of the EEX Shares held by such
Representative for any single beneficial owner. Any Representative that makes an
Election may be required to provide the Exchange Agent with such documents
and/or additional certifications, if requested, in order to satisfy the Exchange
Agent that such Representative holds such EEX Shares for a particular beneficial
owner.
9. Signatures on Form of Election and Letter of Transmittal, Share Powers
and Endorsements.
(a) All signatures must correspond exactly with the name written on
the face of the EEX Share Certificate(s) without alteration, variation or
any change whatsoever.
(b) If the EEX Share Certificates surrendered are held of record by
two or more joint owners, all such owners must sign this Form of Election
and Letter of Transmittal.
(c) If any surrendered EEX Shares are registered in different names on
several EEX Share Certificate(s), it will be necessary to complete, sign
and submit as many separate Forms of Election and Letter of Transmittal as
there are different registrations of EEX Share Certificates.
(d) If this Form of Election and Letter of Transmittal is signed by a
person(s) other than the record holder(s) of the EEX Share Certificate(s)
listed in Box A (other than as set forth in paragraph (e) below), such
certificates must be endorsed or accompanied by appropriate share powers,
in either case signed exactly as the name(s) of the record holder(s)
appears on such certificate(s).
(e) If this Form of Election and Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity and such person is not the record holder of the accompanying EEX
Share Certificates, he or she must indicate the capacity when signing and
must submit proper evidence of his or her authority to act.
10. Special Issuance and Delivery Instructions. In Box B titled "Special
Issuance and Payment Instructions," indicate the name and/or address of the
person(s) to whom the Merger Consideration is to be issued and mailed only if
the Merger Consideration is to be issued in the name of someone other than the
person(s) signing this Form of Election and Letter of Transmittal. If Box B is
completed, the Exchange Agent will issue the Merger Consideration in the name
of, and will mail the Merger Consideration to, the person or entity so indicated
at the address so indicated, but only after the Exchange Agent has been provided
with satisfactory evidence of the payment of, or exemption from payment of, any
9
applicable share transfer taxes payable on account of the transfer to such
person or entity prior to the delivery of the Merger Consideration.
In Box C titled "Special Delivery Instructions," indicate the address to
which the Merger Consideration is to be mailed in the name of the undersigned
only if different from the address set forth in Box A.
11. Lost, Stolen or Destroyed Certificates. You cannot submit an effective
Form of Election and Letter of Transmittal without enclosing your EEX Share
Certificates with this Form of Election and Letter of Transmittal or providing a
Guarantee of Delivery followed within three NYSE trading days thereafter by the
EEX Share Certificates. If your EEX Share Certificate(s) have been lost, stolen
or destroyed, you are urged to call Computershare Investor Services LLC, EEX's
transfer agent (the "Transfer Agent"), at (800) 287-8309. The Transfer Agent
will forward additional documentation which you must complete in order to obtain
a replacement share certificate. You may be required to post an indemnity bond
if so required by EEX or Newfield.
12. Miscellaneous. The Exchange Agent has the sole and absolute discretion
to determine whether a Form of Election and Letter of Transmittal has been
properly completed, signed and submitted, revoked or changed and to disregard
immaterial defects in any Form of Election and Letter of Transmittal. The
decision of the Exchange Agent in such matters shall be conclusive and binding.
Newfield and the Exchange Agent are not under any duty to give notification of
defects in any Form of Election and Letter of Transmittal.
13. Information and Additional Copies. Information and additional copies
of this Form of Election and Letter of Transmittal may be obtained from the
Information Agent by telephoning toll-free at (888) 750-5835 or from the
Exchange Agent by telephoning toll-free at ( ) - .
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