<Page>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE TO
(AMENDMENT NO. 1)
(RULE 14D-100)

TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

AVAYA INC.
(Name of Subject Company)

AVAYA INC. (OFFEROR/ISSUER)
WARBURG, PINCUS EQUITY PARTNERS, L.P. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. (OFFEROR)
(Name of Person(s) Filing Statement)

LIQUID YIELD OPTION-TM- NOTES DUE 2021
(Title of Class(es) of Securities)

CUSIP NO. 053499AA7
(CUSIP Number of Class(es) of Securities)

PAMELA F. CRAVEN, ESQ.
AVAYA INC.
211 MOUNT AIRY ROAD
BASKING RIDGE, NEW JERSEY 07920
(908 953-6000)

(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)

WITH COPIES TO:

<Table>

AKIKO MIKUMO, ESQ. DAVID M. SILK, ESQ. MICHAEL J. SCHIAVONE, ESQ.
MALCOLM E. LANDAU, ESQ. WACHTELL, LIPTON, ROSEN & KATZ SHEARMAN & STERLING
WEIL, GOTSHAL & MANGES LLP 51 WEST 52ND STREET 599 LEXINGTON AVENUE
767 FIFTH AVENUE NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10153-0119 (212) 403-1000 (212) 848-4000
(212) 310-8000
</Table>

------------------------

CALCULATION OF FILING FEE

<Table>

Transaction Valuation: $240,272,153 (1) Amount of Filing Fee: $38,335
</Table>

- ------------------------

(1) For the purpose of calculating the filing fee only, this amount is based on
the product of (i) $363.75, the average of the bid and ask prices of LYONs
per $1,000 principal amount of maturity on December 20, 2002 and (ii) the
quotient of (x) $660,542,000, the aggregate principal amount at maturity of
LYONs which are sought for exchange, divided by (y) $1,000, or $240,272,153.
The transaction value equals the product of (A) $240,272,153 and (B) .0002,
or, $48,055 which is offset by $9,720 pursuant to Rule-11(a)(2).

<Table>

/X/ Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
</Table>

<Table>

Amount Previously Paid: $38,335 Filing Party: AVAYA INC.
Form or Registration No.: TO-I Date Filed: December 23, 2002
</Table>

<Table>

/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e3.
/ / amendment to Schedule 13D under Rule 13d-2.
</Table>

Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Page>
On December 23, 2002, Avaya Inc. ("Avaya"), and Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands
Equity Partners III, C.V. (collectively, the "Warburg Pincus Funds" and,
together with Avaya, the "Offerors") commenced an exchange offer (the "Exchange
Offer") for up to $660,542,000 aggregate principal amount at maturity of Avaya's
outstanding Liquid Yield Option-TM- Notes due 2021 (the "LYONs"), representing
approximately 70% of the outstanding LYONs.

This Tender Offer Statement on Schedule TO (as amended and supplemented from
time to time, "Schedule TO") relates to the Exchange Offer. The Exchange Offer
is being made pursuant to an Offer to Exchange/Prospectus dated December 23,
2002 (as amended and supplemented from time to time, the "Offer to
Exchange/Prospectus").

ITEM 1. SUMMARY TERM SHEET.

The information required is disclosed under the caption "Summary--The
Exchange Offer" in the Offer to Exchange/Prospectus, which document constitutes
a prospectus meeting the requirements of Securities Act Rule 421(d).

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The name of the company that is the subject of this Schedule TO and the
related Offer to Exchange/Prospectus is Avaya Inc. The address of the principal
executive offices of Avaya is 211 Mount Airy Road, Basking Ridge, New Jersey
07920, and the telephone number of Avaya is (908) 953-6000.

(b) The Exchange Offer is being made for Avaya's Liquid Yield Option-TM-
Notes due 2021, which are convertible into shares of Avaya's common stock, par
value $0.01 per share. As of December 23, 2002, there was $943,632,000 aggregate
principal amount at maturity of LYONs outstanding.

(c) The principal market on which Avaya's LYONs are traded and the last
reported price for the LYONs for each quarter during the past two years are set
forth in the section entitled "Price Range of Common Stock and LYONs" in the
Offer to Exchange/Prospectus, which section is incorporated by reference in this
Schedule TO.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.

(a) This Schedule TO is being filed by the subject company, Avaya. The
business address of Avaya is 211 Mount Airy Road, Basking Ridge, New Jersey
07920 and the business telephone number of Avaya is (908) 953-6000. Avaya's
directors and executive officers and their positions and offices as of
January 10, 2003, are set forth in the following table:

<Table>
<Caption>
NAME POSITION
- ---- --------------------------------------------

Donald K. Peterson................... Chairman and Chief Executive Officer
Garry K. McGuire..................... Chief Financial Officer and
Senior Vice President, Operations
Charles D. Peiffer................... Vice President and Controller
Joseph P. Landy..........,........... Director
Mark Leslie.......................... Director
Philip Odeen......................... Director
Daniel C. Stanzione.................. Director
Paula Stern.......................... Director
Ronald Zarrella...................... Director
</Table>

The address of each director and executive officer is c/o Avaya Inc., 211
Mount Airy Road, Basking Ridge, New Jersey 07920.

2
<Page>
This Schedule TO is also being filed on behalf of Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V. The business address of each of the Warburg Pincus
Funds is 466 Lexington Avenue, New York, New York 10017, and the business
telephone number of each of the Warburg Pincus Funds is (212) 878-0600.

The sole general partner of each of the Warburg Pincus Funds is Warburg
Pincus & Co. ("WP"), and each of the Warburg Pincus Funds is managed by Warburg
Pincus LLC ("WP LLC"). The business address of each of WP and WP LLC is 466
Lexington Avenue, New York, New York 10017, and the business telephone number of
each of WP and WP LLC is (212) 878-0600.

(b) Warburg, Pincus Equity Partners, L.P., is a limited partnership
organized under the laws of the State of Delaware. Each of Warburg, Pincus
Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners
II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. is a limited
partnership organized under the laws of the Netherlands. The principal business
of each of the Warburg Pincus Funds is that of a partnership engaged in making
private equity and related investments.

WP is a general partnership organized under the laws of the State of New
York. The principal business of WP is acting as general partner of the Warburg
Pincus Funds and other related private equity investment funds.

WP LLC is a limited liability company organized under the laws of the State
of New York. The principal business of WP LLC is managing each of the Warburg
Pincus Funds and other related private equity investment funds.

None of the Warburg Pincus Funds, WP or WP LLC has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

None of the Warburg Pincus Funds, WP or WP LLC has, during the last five
years, been a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.

(c) (1) Set forth on Schedule A is the name, position and present principal
occupation of each of the general partners of WP and members of WP LLC. Except
as otherwise indicated on Schedule A, the business address of each of such
persons is 466 Lexington Avenue, New York, New York 10017, and each of such
persons is a citizen of the United States.

(2) See Item 3(c)(1) above.

(3) To the best knowledge of the Warburg Pincus Funds, none of the persons
listed under Item 3(c)(1) has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

(4) To the best knowledge of the Warburg Pincus Funds, none of the persons
listed under Item 3(c)(1) has, during the last five years, been a party to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal or
state securities laws.

ITEM 4. TERMS OF THE TRANSACTION.

(a) For information regarding the material terms of the Exchange Offer, see
the sections of the Offer to Exchange/Prospectus entitled "Questions and Answers
About the Exchange Offer,"

3
<Page>
"Summary," and "The Exchange Offer," which sections are incorporated by
reference in this Schedule TO.

(b) None of the Offerors will be purchasing any of the LYONs from any
officer, director or affiliate of Avaya in the Exchange Offer. Following the
Exchange Offer, the Warburg Pincus Funds and Avaya have agreed that the Warburg
Pincus Funds will convert the LYONs they acquire in the Exchange Offer into
shares of Avaya common stock pursuant to the terms of the indenture governing
the LYONs as described under the section entitled "Questions and Answers About
the Exchange Offer--Will the Warburg Pincus Funds Receive any Cash Proceeds or
Compensation from the Exchange Offer?" and "Summary--Backstop Agreement between
Avaya and the Warburg Pincus Funds" in the Offer to Exchange/Prospectus, which
sections are incorporated by reference in this Schedule TO.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) The information set forth in (1) the Offer to Exchange/Prospectus under
the captions "Summary--Relationship Between the Warburg Pincus Funds and Avaya,"
"Summary--Backstop Agreement Between Avaya and the Warburg Pincus Funds" and
"Relationship Between Avaya and the Warburg Pincus Funds" is hereby incorporated
by reference and (2) Item 6 of the Statement on Schedule 13D filed by the
Warburg Pincus Funds, WP and WP LLC on October 12, 2000, as amended March 12,
2002, March 21, 2002 and December 24, 2002 (the "Schedule 13D") is incorporated
herein by reference.

(b) The information set forth in (1) the Offer to Exchange/Prospectus under
the caption "Relationship Between Avaya and the Warburg Pincus Funds--Background
of the Exchange Offer" is incorporated herein by reference and (2) the
information set forth in Item 4 of the Schedule 13D is incorporated herein by
reference.

(e) For information regarding agreements, arrangements or understandings
between Avaya, the Warburg Pincus Funds, and any other person with respect to
the securities of Avaya, see the section of the Offer to Exchange/Prospectus
entitled "Relationship Between Avaya and the Warburg Pincus Funds," which
section is incorporated by reference in this Schedule TO.

ITEM 6. PURPOSE OF TRANSACTION AND PLANS OR PROPOSALS.

(a) For information regarding the purpose of the Exchange Offer, see the
section of the Offer to Exchange/Prospectus entitled "The Offerors' Reasons for
Making the Exchange Offer," which section is incorporated by reference in this
Schedule TO.

Additionally, the information set forth in Item 4 of Schedule 13D is
incorporated herein by reference.

(b) For information regarding the disposition of the LYONS to be acquired in
the Exchange Offer, see the section of the Offer to Exchange/Prospectus entitled
"Use of Proceeds," which section is incorporated by reference in this Schedule
TO.

(c) For information regarding changes in the capitalization of Avaya, see
the section of the Offer to Exchange/Prospectus entitled "Capitalization," and
for information regarding changes in the board of directors of Avaya, see the
section of the Offer to Exchange/Prospectus entitled "Relationship Between Avaya
and the Warburg Pincus Funds," which sections are incorporated by reference in
this Schedule TO.

Additionally, the information set forth in Item 4 of Schedule 13D is
incorporated herein by reference.

4
<Page>
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) For information regarding the source of funds for the Exchange Offer,
see the sections of the Offer to Exchange/Prospectus entitled "Summary--The
Exchange Offer," and "Questions and Answers About the Exchange Offer--What Is
the Source of the Cash to be Paid and the Shares to be Issued in the Exchange
Offer?," which sections are incorporated by reference in this Schedule TO.

(b) Not applicable.

(d) Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) None of the directors or executive officers of Avaya beneficially own
any LYONs.

Additionally, the information set forth in Item 5 of the Schedule 13D is
incorporated herein by reference.

(b) The information set forth in Item 5c of the Schedule 13D is incorporated
herein by reference.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) For information regarding persons employed, retained or compensated in
connection with the Exchange Offer, see the section of the Offer to
Exchange/Prospectus entitled "Fees and Expenses," which section is incorporated
by reference in this Schedule TO.

(b) For information regarding officers and employees of Avaya who may be
involved in making solicitations in connection with the exchange offer, see the
section of the Offer to Exchange/Prospectus entitled "The Exchange
Offer-Solicitation," which section is incorporated by reference in this Schedule
TO.

ITEM 10. FINANCIAL STATEMENTS.

(a) The financial statements contained in Avaya's Annual Report on
Form 10-K for the fiscal year ended September 30, 2002, and the section of the
Offer to Exchange/Prospectus entitled "Summary Historical Financial
Information," are incorporated by reference in this Schedule TO.

(b) The sections entitled "Capitalization" and "Pro Forma Financial
Information" in the Offer to Exchange/Prospectus are incorporated by reference
in this Schedule TO.

ITEM 11. ADDITIONAL INFORMATION.

See the section of the Offer to Exchange/Prospectus entitled "The Exchange
Offer--Required Approvals," and "The Exchange Offer--Conditions to the Exchange
Offer," which sections are incorporated by reference in this Schedule TO.

5
<Page>
ITEM 12. EXHIBITS.

<Table>

Exhibit (a)(1)(A) Offer to Exchange/Prospectus, dated December 23,
2002 (incorporated by reference to Avaya's
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on December 23,
2000 (the "Exchange Offer Registration Statement")).

Exhibit (a)(1)(B) Letter of Transmittal relating to the Exchange Offer
(incorporated by reference to Exhibit 99.1 of the
Exchange Offer Registration Statement).

Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery (incorporated
by reference to Exhibit 99.2 of the Exchange Offer
Registration Statement).

Exhibit (a)(1)(D) Form of Letter to Brokers (incorporated by reference
to Exhibit 99.3 of the Exchange Offer Registration
Statement).

Exhibit (a)(1)(E) Form of Letter to Clients (incorporated by reference
to Exhibit 99.4 of the Exchange Offer Registration
Statement).

Exhibit (a)(1)(F) Text of Press Release issued by Avaya Inc. dated
December 23, 2002.

Exhibit (d)(1) Backstop Agreement, dated December 23, 2002, among
Avaya Inc., Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity Partners II, C.V.
and Warburg, Pincus Netherlands Equity
Partners III, C.V. (incorporated by reference to
Exhibit 10.33 of the Exchange Offer Registration
Statement).

Exhibit (d)(2) Conversion and Exercise Agreement by and among the
Company and the Warburg Pincus Entities, dated as of
March 10, 2002 (incorporated by reference to
Exhibit 10.28 of the Exchange Offer Registration
Statement).

Exhibit (d)(3) Stock Purchase Agreement by and among the Company
and the Warburg Pincus Entities, dated as of
March 10, 2002 (incorporated by reference to
Exhibit 10.27 of the Exchange Offer Registration
Statement).

Exhibit (d)(4) Amendment No. 1 to the Backstop Agreement, dated
January 13, 2003, by and among Avaya Inc., Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands Equity
Partners III, C.V. (incorporated by reference to Exhibit 10.34
of the Exchange Offer Registration Statement).
</Table>

<Page>
SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

<Table>

Dated: January 13, 2003

AVAYA INC.

By: /s/ GARRY K. MCGUIRE
------------------------------------------------
Name: Garry K. McGuire
Title: Chief Financial Officer and Senior
Vice President, Operations

WARBURG, PINCUS EQUITY
PARTNERS, L.P.
</Table>

<Table>

By: Warburg Pincus & Co., Its General Partner

/s/ SCOTT A. ARENARE
------------------------------------------
Name: Scott A. Arenare
Title: Partner
By:

WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS I, C.V.

By: Warburg Pincus & Co., Its General Partner

/s/ SCOTT A. ARENARE
------------------------------------------
Name: Scott A. Arenare
Title: Partner
By:

WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS II, C.V.

By: Warburg Pincus & Co., Its General Partner

/s/ SCOTT A. ARENARE
------------------------------------------
Name: Scott A. Arenare
Title: Partner
By:
</Table>

7
<Page>
<Table>

WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS III, C.V.

By: Warburg Pincus & Co., Its General Partner

/s/ SCOTT A. ARENARE
------------------------------------------
Name: Scott A. Arenare
Title: Partner
By:
</Table>

8
<Page>
INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBITS
- -------------------------------

Exhibit (a)(1)(A) Offer to Exchange/Prospectus, dated December 23, 2002
(incorporated by reference to Avaya's Registration Statement
on Form S-4 filed with the Securities and Exchange
Commission on December 23, 2000 (the "Exchange Offer
Registration Statement")).

Exhibit (a)(1)(B) Letter of Transmittal relating to the Exchange Offer
(incorporated by reference to Exhibit 99.1 of the Exchange
Offer Registration Statement).

Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 of the Exchange Offer Registration
Statement).

Exhibit (a)(1)(D) Form of Letter to Brokers (incorporated by reference to
Exhibit 99.3 of the Exchange Offer Registration Statement).

Exhibit (a)(1)(E) Form of Letter to Clients (incorporated by reference to
Exhibit 99.4 of the Exchange Offer Registration Statement).

Exhibit (a)(1)(F) Text of Press Release issued by Avaya Inc. dated
December 23, 2002 (Previously Filed).

Exhibit (d)(1) Backstop Agreement, dated December 23, 2002, among Avaya
Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus
Netherlands Equity Partners I, C.V., Warburg, Pincus
Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V. (incorporated by
reference to Exhibit 10.33 of the Exchange Offer
Registration Statement).

Exhibit (d)(2) Conversion and Exercise Agreement by and among the Company
and the Warburg Pincus Entities, dated as of March 10, 2002
(incorporated by reference to Exhibit 10.28 of the Exchange
Offer Registration Statement).

Exhibit (d)(3) Stock Purchase Agreement by and among the Company and the
Warburg Pincus Entities, dated as of March 10, 2002
(incorporated by reference to Exhibit 10.27 of the Exchange
Offer Registration Statement).

<Page>
SCHEDULE A

GENERAL PARTNERS OF WP

<Table>
<Caption>
PRESENT PRINCIPAL OCCUPATION IN ADDITION
NAME TO POSITION WITH WP
- ---- ------------------------------------------------------------

Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC
Gregory Back Partner of WP; Member and Managing Director of WP LLC
David Barr Partner of WP; Member and Managing Director of WP LLC
Larry Bettino Partner of WP; Member and Managing Director of WP LLC
Harold Brown Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
C. Samantha Chen Partner of WP; Member and Managing Director of WP LLC
Mark Colodny Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
Stewart K. P. Gross Partner of WP; Member and Managing Director of WP LLC
Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
Jeffrey A. Harris Partner of WP; Member and Managing Director of WP LLC
Stewart Hen Partner of WP; Member and Managing Director of WP LLC
William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
Julie A. Johnson Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye Managing General Partner of WP; Managing Member and
Co-President of WP LLC
Henry Kressel Partner of WP; Member and Managing Director of WP LLC
Joseph P. Landy Managing General Partner of WP; Managing Member and
Co-President of WP LLC
Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
Nancy Martin Partner of WP; Member and Managing Director of WP LLC
Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
James Neary Partner of WP; Member and Managing Director of WP LLC
Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
Lionel I. Pincus Partner of WP; Member and Chairman of WP LLC
Stan Raatz Partner of WP; Member and Managing Director of WP LLC
John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
Henry B. Schacht Partner of WP; Member and Managing Director of WP LLC (on
leave of absence since October 2000)
Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
Mimi Strouse Partner of WP; Member and Managing Director of WP LLC
Barry Taylor Partner of WP; Member and Managing Director of WP LLC
Wayne W. Tsou Partner of WP; Member and Managing Director of WP LLC
</Table>

<Page>

<Table>
<Caption>
PRESENT PRINCIPAL OCCUPATION IN ADDITION
NAME TO POSITION WITH WP
- ---- ------------------------------------------------------------

John L. Vogelstein Partner of WP; Member and Vice Chairman of WP LLC
John R. Vrolyk Partner of WP; Member and Managing Director of WP LLC
Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
David C. Wenstrup Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC
Pincus & Company LLC*
NL & Co.**
</Table>

- ------------------------

* New York limited liability company; primary activity is ownership interest
in WP and WP LLC

** New York limited partnership; primary activity is ownership interest in WP.

MEMBERS OF WP LLC

<Table>
<Caption>
PRESENT PRINCIPAL OCCUPATION IN ADDITION
NAME TO POSITION WITH WP LLC
- ---- ------------------------------------------------------------

Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP
Gregory Back Member and Managing Director of WP LLC; Partner of WP
David Barr Member and Managing Director of WP LLC; Partner of WP
Larry Bettino Member and Managing Director of WP LLC, Partner of WP
Frank M. Brochin (1) Member and Managing Director of WP LLC
Harold Brown Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
C. Samantha Chen Member and Managing Director of WP LLC; Partner of WP
Mark Colodny Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
Stewart K. P. Gross Member and Managing Director of WP LLC; Partner of WP
Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris Member and Managing Director of WP LLC; Partner of WP
Stewart Hen Member and Managing Director of WP LLC; Partner of WP
Sung-Jin Hwang (3) Member and Managing Director of WP LLC
William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
Julie A. Johnson Member and Managing Director of WP LLC; Partner of WP
Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye Managing Member and Co-President of WP LLC; Managing General
Partner of WP
Rajesh Khanna (4) Member and Managing Director of WP LLC
Henry Kressel Member and Managing Director of WP LLC; Partner of WP
Rajiv B. Lall (4) Member and Managing Director of WP LLC
Joseph P. Landy Managing Member and Co-President of WP LLC; Managing General
Partner of WP
Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
</Table>

<Page>

<Table>
<Caption>
PRESENT PRINCIPAL OCCUPATION IN ADDITION
NAME TO POSITION WITH WP LLC
- ---- ------------------------------------------------------------

Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
Nicholas J. Lowcock (5) Member and Managing Director of WP LLC
John W. MacIntosh (6) Member and Managing Director of WP LLC
Nancy Martin Member and Managing Director of WP LLC; Partner of WP
Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
James Neary Member and Managing Director of WP LLC; Partner of WP
Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
Lionel I. Pincus Member and Chairman of WP LLC; Partner of WP
Pulak Chandan Prasad (4) Member and Managing Director of WP LLC
Stan Raatz Member and Managing Director of WP LLC; Partner of WP
John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
Henry B. Schacht Member and Managing Director of WP LLC; Partner of WP (on
leave of absence since October 2000)
Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
Joseph C. Schull (6) Member and Managing Director of WP LLC
Melchior Stahl (7) Member and Managing Director of WP LLC
Mimi Strouse Member and Managing Director of WP LLC
Chang Q. Sun (8) Member and Managing Director of WP LLC
Barry Taylor Member and Managing Director of WP LLC, Partner of WP
Wayne W. Tsou Member and Managing Director of WP LLC, Partner of WP
John L. Vogelstein Member and Vice Chairman of WP LLC; Partner of WP
John R. Vrolyk Member and Managing Director of WP LLC; Partner of WP
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
David C. Wenstrup Member and Managing Director of WP LLC; Partner of WP
Jeremy S. Young (5) Member and Managing Director of WP LLC
Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP
Pincus & Company LLC*
</Table>

- ------------------------

(1) Citizen of France

(2) Citizen of Japan

(3) Citizen of Korea

(4) Citizen of India

(5) Citizen of United Kingdom

(6) Citizen of Canada

(7) Citizen of Germany

(8) Citizen of Hong Kong

* New York limited liability company; primary activity is ownership interest
in WP and WP LLC

[here]