AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2003
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION
                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO.)

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                              HERCULES INCORPORATED
                (Name of Registrant as Specified in Its Charter)

               HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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             THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
                       17 State Street, New York, NY 10004

                               TIME FOR THE FACTS

                                                                   June 18, 2003

Fellow Hercules Shareholders:

       The Company's  preliminary  proxy  statement and recent letters resort to
unfounded  attacks  on the  Committee  and Mr.  Heyman  as  well as  misleading,
self-promotional pronouncements concerning Joyce's "accomplishments" at Hercules
and Union Carbide.  Unfortunately,  Joyce and the majority directors  completely
fail to deal with the  issues of real  importance  to  Hercules  shareholders  -
Joyce's record,  the future direction of Hercules,  and a strategy for enhancing
values for all Hercules shareholders - issues which we have attempted to address
in some detail in our materials.

       WE URGE YOU NOT TO BE LED  ASTRAY  BY  JOYCE'S  TACTICS  AND TO JUDGE FOR
YOURSELF THE ACCURACY OF HIS CLAIMS IN LIGHT OF THE FOLLOWING FACTS.

(1)    JOYCE'S CLAIM: The Committee has no plan or strategy as to how to improve
the Company.

       FACT:  The  Committee  has a strong  and well  thought  out  program  for
enhancing shareholder values, as outlined in its June 2nd letter to shareholders
(at pp. 18-19) and Proxy Statement (at pp. 18-19).

       In connection  with the  Committee's  program,  we would like to make one
additional  point.  It has  been  widely  reported  that  since  November  2000,
including the last two years under Joyce, the Company has sought to sell itself,
in whole or in part (John Crudele,  April 17, 2003, NEW YORK POST,  Josh Kosman,
April 10, 2003, THE DAILY DEAL). On the other hand,  within less than 90 days of
election  to the  Hercules  Board in June  2001,  our  minority  directors  have
consistently  advocated  "taking  the for  sale  signs  down",  refinancing  the
Company's debt, and FOCUSING ON THE LONG TERM GROWTH OF OUR BUSINESSES. While as
major Hercules  shareholders we would always support a sale of the Company at an
attractive  price, we have long held the view that it was unlikely that Hercules
could be sold at such a low point in the  specialty  chemicals  cycle at a price
sufficiently  attractive to  shareholders.  As a result,  we predicted  that the
pursuit  of short  term  strategies  and "wild  goose  chases"  by Joyce and his
predecessor   would  needlessly   divert   management   attention  and  focus  -
jeopardizing the morale of our employees,  the value of our business franchises,
and indeed the whole fabric of our Company.

       YOU SHOULD KNOW THAT EVEN MAJORITY  DIRECTORS HAVE RECENTLY EXPRESSED THE
SAME  FRUSTRATION  WITH JOYCE'S  "WILD GOOSE CHASES" AND THE NEED TO GET BACK TO
BUSINESS. IF ELECTED, THIS WOULD BE OUR FIRST PRIORITY.




(2)    JOYCE'S  CLAIM:  The proxy  contest is a referendum on Mr. Heyman and the
Committee in terms of their potential as future leaders of the Company.

       FACT: In an effort to divert shareholders' attention from the real issues
at hand, Joyce totally mischaracterizes the role of the Committee and Mr. Heyman
in this proxy  contest.  Mr.  Heyman's  role at  Hercules is strictly as a major
shareholder,  director and catalyst to help Hercules prosper and maximize values
for all  Hercules  shareholders  - and he has no  intention  of  serving  in any
executive capacity at the Company.

       The Committee's first priority will be to select a new, highly qualified,
full-time,  "roll-up-your-sleeves"  Chief Executive  committed to the turnaround
and long-term growth of the Company's businesses. The principal objective of the
Chief Executive will be to enhance  shareholder value, and his compensation will
be  designed  to  closely  align  his  own  interests  with  those  of  Hercules
shareholders. By making the right selection and establishing comprehensive goals
and objectives,  we intend to put an end to the extraordinarily harmful turnover
of six Chief  Executives at Hercules in six years - with the Company having been
managed for almost three years now by two INTERIM,  "CARETAKER"  CEOS, Joyce and
his immediate predecessor.

(3)    JOYCE'S CLAIM: Mr. Heyman destroyed values at ISP.

       FACT:  This claim is false, misleading, and irrelevant.

           o  We believe that the most relevant  analogy to the current Hercules
              proxy contest is Mr.  Heyman's GAF proxy contest in 1983, in which
              Mr. Heyman and a slate of  independent  nominees,  were elected by
              the  shareholders  of GAF, a Fortune 500 company at the time.  GAF
              shareholders  who, by their  overwhelming  vote,  entrusted  their
              company to Mr.  Heyman  and the other  independent  nominees  were
              vindicated when the company under Mr.  Heyman's  leadership made a
              dramatic   turnaround,   which  BARRON'S,   a  leading   financial
              publication,  characterized as transforming  "one of Wall Street's
              ugly  ducklings...into a swan" (December 16, 1985). As a result of
              his efforts at GAF,  Mr.  Heyman  helped  create  $1.6  billion of
              increased  shareholder value (the equivalent of a 715% increase in
              GAF's stock price) over GAF's remaining life as a public company.

           o  While  ISP,  as a  former  subsidiary  of GAF,  did  sell a small,
              minority position in its stock to the public in the early 90s, and
              the stock price fell from $15.50 per share to $10.30,  the loss to
              public   shareholders  was  about  $60  million.   This  pales  in
              comparison  to the $7.3  billion  created  by Mr.  Heyman  and his
              companies  for the  shareholders  of five  companies  in which Mr.
              Heyman was either a shareholder activist or potential acquirer.

              It is  axiomatic  that every  company with a  disappointing  stock
              price performance is not guilty of "value  destruction." For while
              ISP's earnings  increased over its time as a public  company,  its
              valuation  declined  principally  as a result of the fact that the
              company's small public float discouraged

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              institutional  shareholders  from investing in its shares.  Unlike
              the case of Joyce and his  predecessors  at Hercules,  ISP did not
              mismanage  the company.  For it did not acquire  businesses at the
              high,  sell  them  at the  low,  or  engage  in  any of the  other
              anti-shareholder  conduct so typical at  Hercules  under Joyce and
              his predecessor.

           o  Finally,   ISP's  response  to  its   disappointing   stock  price
              performance is instructive.  With ISP selling at  approximately $7
              per share last year at this  time,  the  company  made an offer to
              acquire the remaining public shares for $10 per share,  proposing,
              in the  interest  of  procedural  fairness,  that any  transaction
              require the approval of a majority of the  minority  shareholders.
              After negotiations with an independent committee of the Board, the
              acquisition  was  completed  at $10.30  per share - an almost  50%
              premium to the market before the offer - with more than 99% of the
              minority  shareholders voting to approve the transaction.  IF ONLY
              JOYCE  AND THE  MAJORITY  DIRECTORS  WOULD  SOLVE THE  PROBLEM  OF
              HERCULES' UNDERPERFORMING STOCK PRICE IN THE SAME WAY!

(4)    JOYCE'S  CLAIM:  He played a "central  role" in the creation of more than
$8.2 billion of shareholder value at Union Carbide between 1991 and 1999.

       FACT: First,  Joyce's record at Union Carbide,  as fully set forth in the
Committee's  Proxy  Statement and June 2nd letter,  was  disastrous,  taking the
company, notwithstanding an investment of $5.2 billion in capital expansions and
acquisitions,  from $925  million in net  income in 1995 to $162  million in net
income in 2000. Of his  leadership  at Union  Carbide,  James  Kelleher of Argus
Research  observed in a DELAWARE NEWS JOURNAL  article (May 17,  2001),  "HE DID
VIRTUALLY  NOTHING WITH THE COMPANY"  (emphasis added).  Similarly,  in the same
article, Paul Leming, an ING Barings security analyst, had this to say about the
condition of Union Carbide at the conclusion of Joyce's tenure, "THE WHEELS WERE
COMING OFF" (emphasis added).

       Second,  JOYCE'S CLAIM, IN TYPICAL  EXAGGERATED  AND MISLEADING  FASHION,
OVERSTATES THE CASE BY ALMOST $5.5 BILLION  DOLLARS.  In doing so, Joyce and the
majority directors FAILED TO DISCLOSE THE FOLLOWING:

       (a)    Joyce did not become Chief  Executive  until 1995 and, as only one
of a number of the company's  executives,  he is not entitled to take credit for
the company's stock price performance prior to that time.

       (b)    After four years of Joyce's leadership,  Union Carbide was in such
desperate condition that the company had little choice but to sell itself to Dow
Chemical.  In a BUSINESS  WEEK article  (Diane Brady,  August 16,  1999),  Joyce
acknowledged  that Union Carbide's poor performance had led to the Dow takeover.
The article went on to observe,  "For the team in Danbury,  the deal is bound to
be bittersweet.  Union Carbide has faced a litany of woes in recent years,  from
troubled  partnerships  in places like Kuwait to delayed plant  openings.  Joyce
also spent heavily on new facilities, but the payoff eluded his company."

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       (c)    AT THE TIME OF THE CLOSING, the Dow takeover transaction was worth
$52.52 per share to Union Carbide shareholders. The $66.96 per share value which
the majority director's recent letter refers, assumes the Dow stock price ON THE
DAY PRIOR TO THE  ANNOUNCEMENT of the  transaction.  It is this error,  together
with the one referred to in (a) above,  that combine to overstate  Joyce's claim
by almost $5.5 billion dollars.

       (d)    For the more than four years that Joyce was Chief  Executive prior
to the  announcement  of the Dow  takeover  (April 26, 1995 - August 31,  1999),
Union Carbide's stock price lagged the S&P 500 Chemicals Index by more than 28%.
Only as a result of the sale to Dow did Union Carbide  outperform the Index over
Joyce's  almost six years as CEO -- and then by little more than 22% -- although
the  comparison is misleading  because it is almost always the case that private
sale values substantially exceed public market values.

       (e)    Finally,  while the sale to Dow was an extraordinarily  fortuitous
transaction for Union Carbide  shareholders in light of the desperate  condition
of the  company  at the  time  of the  sale  and  Dow's  poor  record  with  the
acquisition since then,  unfortunately for Hercules shareholders,  Joyce has not
been able to repeat that  serendipitous,  "rabbit out of the hat" performance at
Hercules.

(5)    JOYCE'S CLAIM:  When he became Hercules' Chief  Executive in May 2001, he
inherited a company that was in a "seriously distressed condition" and viewed by
a number of the Company's creditors as being "near bankruptcy." With the help of
the BetzDearborn  sale,  without which "the ongoing  viability of Hercules would
have  been in  jeopardy,"  Joyce has  orchestrated  a heroic  turnaround  of the
Company.

       FACT:

       (a)    While Joyce makes this claim  today,  Hercules'  disclosure  in an
August 2001 exchange  offer made no mention of the Company being in a precarious
position.  In point  of fact,  Hercules  was not  even  close to dire  financial
straits  when Joyce  arrived at the  Company in 2001,  as  Standard & Poor's and
Moody's were rating  Hercules'  corporate credit BB and Ba2,  respectively,  the
second   highest   non-investment   grade   ratings   for   those   two   firms.
Parenthetically,  Hercules'  ratings have not  improved  since that time because
while the Company's balance sheet is less leveraged,  the sale was substantially
earnings  dilutive and the Company no longer has the earnings  power of its best
business,  BetzDearborn.  FINALLY, IN DECEMBER 2001, TWO MAJOR BANKS OFFERED THE
COMPANY ATTRACTIVE REFINANCING PACKAGES.

       (b)    To our  knowledge,  none of the analysts  quoted in the  Hercules'
preliminary proxy statement as expressing  affirmative views of the BetzDearborn
sale  were  aware,  at the time of their  statements,  that the  Company  had an
attractive refinancing  alternative which would have enabled it to avoid selling
Hercules' "CROWN JEWEL."(1)

- ----------
(1)    Evidence of this fact is  demonstrated  by the  following  excerpt from a
February  19, 2002 report  written by Gil Yang,  a  securities  analyst at Smith
Barney:  "We  believe  that  Hercules  could  have  gotten  a higher  value  for
BetzDearborn  in a year. ...  However,  offsetting the benefit of waiting is THE
COMPANY'S NEED TO REDUCE ITS LIQUIDITY CONCERNS.  ... IN THE ABSENCE OF A VIABLE
DEBT RESTRUCTURING PROGRAM,  (emphasis added), we feel that sale of BetzDearborn
is reasonable at this time to avoid a time-pressured situation."


                                       4



       Moreover,  Joyce has  never  disclosed  what a home run the  BetzDearborn
acquisition has been for GE, including the following:

    o  The  BetzDearborn  business  at the  time of the sale  was  projected  to
       register an approximately $50 million increase in EBITDA in 2002 over the
       previous year.

    o  Since  the  sale  to GE,  BetzDearborn's  performance  has  substantially
       exceeded that of its competitors ("Water  Treatment,"  CHEMICAL WEEK, May
       21, 2003).

    o  According to top GE executives,  the BetzDearborn  acquisition has proven
       to be an extraordinarily advantageous one for GE.

(6)    JOYCE'S CLAIM: He has an "ability to substantially  grow businesses," and
that he has done so at  Hercules  as a result of  improved  cash flow and strong
capital and R&D programs.

       FACT:

       (a)    There is  nothing in Joyce's  record at either  Hercules  or Union
Carbide that provides the slightest  evidence of an ability to grow  businesses.
In two years at Hercules  (2001-2002),  revenue growth has only been 2.5% - less
than  one-half  of the 5.7%  weighted  average  sales  growth for the  Company's
specialty  chemicals  peers  (as  measured  by  the  eight  specialty  chemicals
companies in the S&P MidCap  Specialty  Chemicals  Index),  while its returns on
assets and sales (excluding goodwill writedowns) were only approximately 50% and
70%,  respectively,  of the  returns  for the same  eight  companies.  By way of
update,  Hercules' performance in the first quarter of 2003 continued to lag the
average  performance  of the eight  Index  companies  with  respect to all three
metrics. In a recent report (May 9, 2003) by David Begleiter, a security analyst
at  Deutsche  Bank,  Hercules  was  ranked  last  among 16  specialty  chemicals
companies with projected  yields on invested capital of 3.9% in 2003 and 3.8% in
2004. In terms of estimated growth in operating  profits for 2004,  Hercules was
ranked second from last.

       With  regard to Joyce's  efforts to grow  Union  Carbide  during his five
years as that Company's Chief  Executive,  they were nothing short of disastrous
as  detailed  in  the  Committee's  Proxy  Statement  and  June  2nd  letter  to
shareholders.

       (b)    Hercules has registered steadily worsening negative cash flow from
continuing  operations  since  Joyce  came to the  Company.  Net cash  flow from
continued operations, even excluding capital expenditures,  was ($32) million in
2000,  ($100)  million in 2001 and ($217)  million in 2002.  Even  adjusting for
payment of a one-time tax on a previous capital gain, negative cash flow in 2002
would have been ($109) million.

       (c)    The Company has significantly reduced capital expenditures for its
ongoing  businesses  from $119  million  in 2000 to $49  million in 2001 and $43
million in 2002. This prompted  Andrew Cash, a security  analyst at UBS Warburg,
after  predicting that 2003 will be the third  consecutive year in which capital
spending is below depreciation,  to recently observe,  "... investors need to be
aware that capital spending cannot remain this low into

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perpetuity, i.e., equipment ages, new capital must be invested into the business
to allow for growth, etc" (May 2, 2003).

       (d)    Under Joyce's management,  Hercules' R&D effort has atrophied.  In
2002, for example,  the Company's R&D expenditures  were  approximately  2.5% of
sales - off 17% from 2001 levels - which is  particularly  low in our view for a
high-margin   specialty   chemicals   company  with  two  primary,   potentially
high-growth businesses. As a result of Hercules' abnormally low R&D expenditures
under Joyce,  and we might add under his  immediate  predecessor,  the Company's
current  sales as a result of new product  introductions  over the last  several
years have been negligible.

(7)    JOYCE'S  CLAIM:  Joyce  implies that there is something  irregular  about
ISP's payment of a $35,000 fee, and providing an  indemnification  against legal
liability, to the Committee's director-nominees.

       FACT: With regard to director-nominees who challenge incumbent management
in a proxy  contest,  this is  standard  operating  procedure  and will not cost
shareholders  a penny.  By  contrast,  Joyce is spending  millions of dollars of
shareholders'   money  in  an   attempt   to   entrench   himself   in   office.
Parenthetically,  although the Committee has the legal right to request approval
from Hercules  shareholders  for  reimbursement of its proxy expenses should the
Committee prevail,  and many proxy contestants have done so, we have VOLUNTARILY
CHOSEN NOT TO SEEK  REIMBURSEMENT  AS WAS THE CASE WITH REGARD TO THE 2001 PROXY
CONTEST AS WELL.

(8)    JOYCE'S CLAIM: With regard to the Committee's contention that the Company
"thumbed their noses" at Hercules shareholders only days after the tabulation of
the vote by choosing Paula Sneed, an incumbent director who had been defeated in
the  2001  Hercules  proxy  contest,  to fill an  existing  Board  opening,  the
Committee failed to disclose that the minority  directors  themselves  supported
Sneed to fill the opening.

       FACT: The minority  directors went along with management's  nomination of
Sneed - but only pursuant to an agreement with Joyce and the majority  directors
permitting  the seating of our nominee,  Gloria  Schaffer,  who had received the
votes of a  majority  of those  voting  but not a  majority  of the  outstanding
Hercules  shares.  In the interests of avoiding a court fight as to the validity
of Hercules'  director election Bylaw and seating our fourth minority  director,
whom we believe was properly elected by the Company  shareholders,  the minority
directors  believe  that it was a  reasonable  trade-off to permit Joyce and his
majority directors to select whom they preferred for the Board opening.

(9)    JOYCE'S  CLAIM:  The Company's  election  Bylaw is not only lawful but is
fair and in the interests of shareholders.(2)

- ----------
(2)    The  Company's  citation  of a  Maryland  case is without  merit.  In the
Maryland case, the court upheld an UNAMBIGUOUS  Bylaw,  while the Hercules Bylaw
is AMBIGUOUS.  Finally,  the Company's reference to the fact that "the same vote
requirement  is the  standard  under  Delaware  law in  connection  with similar
NON-ORDINARY COURSE EVENTS," (emphasis added) is misleading because the election
of directors is a widely recognized ANNUAL, ORDINARY COURSE EVENT.

                                       6



       FACT:  Putting aside the question as to whether Hercules'  interpretation
of its Bylaw could  withstand a court  challenge,  who could possibly argue AS A
MATTER OF FAIRNESS,  that if, for example,  each Committee  nominee  receives 50
million votes and each of the Company's nominees receives only 10 million votes,
that the  incumbent  directors  should be  permitted to retain their Board seats
because  the   Committee's   nominees   had  not  received  a  majority  of  the
approximately 108 million of outstanding shares of Hercules stock!

       Joyce and his majority  directors (at p. 11, Company's  preliminary proxy
statement)  now  acknowledge  for the first time the full  implication  of their
position -  asserting  that if the  Committee's  nominees  win a majority of the
votes cast, but not a majority of the outstanding shares,  Hercules' "lame duck"
directors,  rather than the Company's  nominees,  will retain their seats.  This
outrageous  contention  permits  the  Company to run in effect  two  alternative
slates of nominees and treat shareholders who choose not to vote as having voted
to retain the "lame  duck"  directors.  Should the  Committee's  nominees  win a
majority of the votes cast, but not a majority of the outstanding shares, we ask
you to consider the potential  ramifications.  THE "LAME DUCK"  DIRECTORS  COULD
RESIGN AT THE CONCLUSION OF THE PROXY CONTEST, AND THE CURRENT COMPANY NOMINEES,
WHO MAY HAVE BEEN SOUNDLY  BEATEN,  COULD BE APPOINTED BY THE BOARD THE NEXT DAY
- -- ALL WITHOUT SHAREHOLDER APPROVAL.

       ASK YOURSELF:  DOES THIS ACCORD WITH YOUR CONCEPT OF FAIRNESS AND WHAT DO
YOU THINK OF THE  CREDIBILITY  OF JOYCE  AND THE  MAJORITY  DIRECTORS  WHEN THEY
CONTEND  WITH A STRAIGHT  FACE THAT THE  PROCEDURE  THEY HAVE  GERRYMANDERED  IS
PERFECTLY FAIR AND IN THE INTERESTS OF HERCULES SHAREHOLDERS?

(10)   JOYCE'S  CLAIM:  The  Committee  and Mr.  Heyman  are  seeking to acquire
control of the Company without paying Hercules shareholders a control premium.

       FACT: Neither the Committee nor Mr. Heyman is seeking to acquire Hercules
nor have they ever sought to do so. As  businesspeople  and  professionals  with
extensive executive and managerial experience, but with no interest in executive
positions for themselves at Hercules,  and as shareholders with an investment of
more than $140 million in the  Company's  shares,  we are committed to a program
designed to bring about the maximum  realization of Hercules'  underlying values
for the benefit of all shareholders.

       CONTRARY TO THE APPARENT BELIEF OF JOYCE AND THE MAJORITY  DIRECTORS,  IF
THIS PROXY CONTEST IS AT ALL ABOUT CONTROL, IT IS ABOUT RETURNING CONTROL OF THE
COMPANY  TO ITS  SHAREHOLDERS.  FOR  WHO  OWNS  HERCULES?  - ITS  ALMOST  50,000
SHAREHOLDERS WHO HAVE PUT UP THEIR MONEY AND TAKEN THE RISK? - OR JOYCE, WHO HAS
NEVER PURCHASED A SHARE OF HERCULES STOCK, AND THE MAJORITY DIRECTORS WHO IN OUR
VIEW HAVE  EXHIBITED  A CALLOUS  DISREGARD  FOR THE BEST  INTERESTS  OF HERCULES
SHAREHOLDERS AND APPEAR MORE INTERESTED IN POSITIONS, PARACHUTES, AND PERKS?

       WE  ARE  COMMITTED  TO THE  RETURN  OF  CONTROL  OF  THE  COMPANY  TO ITS
SHAREHOLDERS  AND, IF ELECTED,  WE WILL DISMANTLE THE ARSENAL OF  ANTI-TAKEOVER,
ANTI-SHAREHOLDER  DEVICES WHICH HAVE BEEN ERECTED BY HERCULES MANAGEMENT AND ITS
DIRECTORS OVER THE YEARS. IN ORDER TO ENSURE THAT FUTURE HERCULES  DIRECTORS ARE
RESPONSIVE TO THE INTERESTS OF THE

                                       7



COMPANY'S  SHAREHOLDERS,  WE  PLEDGE  THAT ONE OF OUR FIRST  ACTIONS  WILL BE TO
ELIMINATE  THE  STAGGERED  BOARD SO THAT THE ENTIRE  HERCULES  BOARD CAN BE HELD
ACCOUNTABLE TO THE COMPANY'S SHAREHOLDERS ON AN ANNUAL BASIS.

       When will  Joyce  and the  majority  directors  address  the real  issues
regarding Joyce's record,  the future direction of Hercules,  and a strategy for
maximizing  values for all Hercules  shareholders  -- instead of  attempting  to
divert your  attention with FALSE AND  MISLEADING  ATTACKS AND  SELF-PROMOTIONAL
PROPAGANDA?

       IF YOU ARE AS FED UP AS WE ARE WITH JOYCE AND THE MAJORITY  DIRECTORS AND
BELIEVE THAT IT IS TIME FOR A CHANGE AT HERCULES - PLEASE SIGN, DATE, AND RETURN
OUR WHITE PROXY CARD - TODAY!

       We  are  sincerely   appreciative  of  the  expressions  of  support  our
Committee's nominees have received to date.

                                   Sincerely,

             THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT


/s/ Samuel J. Heyman  /s/ Harry Fields  /s/ Anthony T. Kronman  /s/ Sunil Kumar
- --------------------  ----------------  ----------------------  ----------------
    Samuel J. Heyman      Harry Fields      Anthony T. Kronman      Sunil Kumar


/s/ Gloria Schaffer /s/ Vincent Tese  /s/ Raymond S. Troubh /s/ Gerald Tsai, Jr.
- ------------------- ----------------  --------------------- --------------------
    Gloria Schaffer     Vincent Tese      Raymond S. Troubh     Gerald Tsai, Jr.


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

                                    IMPORTANT

              PLEASE  RETURN  YOUR WHITE PROXY CARD AND DO NOT RETURN ANY
       OF THE COMPANY'S GOLD PROXY CARDS,  EVEN AS A PROTEST VOTE AGAINST
       HERCULES.  ONLY  YOUR  LATEST  DATED,  SIGNED  PROXY  CARD WILL BE
       COUNTED,  AND ANY GOLD PROXY  CARD YOU SIGN FOR ANY  REASON  COULD
       INVALIDATE  PREVIOUS  WHITE PROXY CARDS SENT BY YOU TO SUPPORT THE
       COMMITTEE.

              Your vote is  important.  If you have any questions or need
       assistance in voting your shares, please call:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                           17 State Street, 10th Floor
                            New York, New York 10004
                           (866) 288-2190 (Toll Free)
                     Banks and Brokerage Firms please call:
                                 (212) 440-9800

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

Note:  Permission to use above-cited materials was neither sought nor obtained.

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